Department of Information Support
119121 Plyushikha St. 55, tel .:(095) 727-04-18/fax (095) 727-04-75
October 17, 2002 Moscow
OJSC Svyazinvest held a Board of Directors meeting on October 17, 2002 at which the following officials were in attendance:
L.D. Reiman - Minister of Communications of the Russian Federation;
A.V. Anoshkin - Assistant Manager of the Administration of the President of the Russian Federation
A.V. Borodin - manager of the Department of Property, Industry, Construction, Transportation and Communications of the Russian Federation;
A.N. Golomolzin - vice Anti-Monopoly Minister of the Russian Federation;
David Giovanis - representative of MustcomLimited consortium;
S.V. Mitrofanov - vice Director General of FAPSI;
V.P. Fatikov - vice chairman of the Russian Federal Property Fund.
The following items were on the agenda for discussion at the Board meeting: the Company's financial performance during the first six months of 2002, the progress of restructuring the holding, the action plan of the Audit Committee for 2002 - 2003, an analysis of the main trends of key financial indices of Svyazinvest subsidiaries and other issues involving the Company's internal activities.
Based on the results of the meeting the Board of Directors passed the following resolutions:
1. To recognize as positive the following financial indices reflecting Company growth during the first six months of 2002:
· gross revenue - Rub 54, 217 bn (which represents a growth of 128 percent year-on-year);
· core activity expenses - Rub 38.621 bn (up 119 percent year-on-year);
· sales revenue - Rub 15.569 bn (up 159 percent year-on-year);
· revenue per line - Rub 560 (up 152 percent year-on-year);
· profit margin - 40 percent;
· lines per employee - 75.1 (up 116 percent year-on-year).
2. To note the following items with respect to progress on corporate-wide restructuring:
In December 2001 - June 2002 the Anti-Monopoly Ministry of the Russian Federation authorized the merger of all core companies of the holding.
During the period from June to August 2002 the five core companies of the holding (OJSC CenterTelecom, OJSC North Western Telecom, OJSC Uralsvyazinform, OJSC Dalsvyaz and OJSC Southern Telecommunications Company) registered additional issue prospects, which are necessary in order to swap shares of the merging entities into the core companies. OJSC VolgaTelecom and OJSC Sibirtelecom submitted applications to the Federal Securities Commission of the Russian Federation in July and August 2002 and these applications are currently under consideration.
On September 30, 2002 the joint stock companies which were previously branches of the mega-regional operators OJSC Dalsvyaz and OJSC Uralsvyazinform were delisted from the Unitary State Register of legal entities in the Far East and Urals regions. The stocks and bonds of the merged entities have been converted into additional stocks and bonds of the mega-regional core companies. Their fixed assets and staff have also been transferred to the respective regional branches. The formal and legal aspects are expected to be completed by October 31, 2002 for the Southern and North Western mergers and by November 30, 2002 for the Central, Siberian and Volga regions.
The final phase of the mega-regional merger process will take place when the regional operators hold their joint general shareholders meetings, which are anticipated for December 2002 in the case of OJSC Dalsvyaz and OJSC Uralsvyazinform. The other mega-regional companies are expected to hold their first joint shareholders meetings some time during the first quarter of 2003.
3. To acknowledge the action plan framed by the Audit Committee for 2002 - 2003 and analysis of the main trends of key financial indices of the subsidiaries OJSC Volgogradelektrosvyaz and OJSC Murmanelektrosvyaz.