OJSC Sibirtelecom held a Board of Directors meeting on April 26, 2002.  The meeting approved the agenda for the annual general meeting, which is to be held on June 7, 2002 at the following address: Novosibirsk, ul. M. Gorkogo, 53. The main items on the agenda include: 

·         approval of the annual financial reports, including the profit and loss statement, profit allocation (including dividends) and losses incurred during the past (2001) fiscal year;

·         payment of 2001 dividends including the forms and deadlines for paying out dividends on all types of stocks and shares;

·         electing members of the Board of Directors;

·         electing members the Audit Committee;

·         approving the new version of the Company Charter;

·         approving the new version of the Rules for holding the Annual General Shareholders Meeting;

·         approving the new version of the Rules for the Board of Directors;

·         approving the new version of the Rules for the Board of Management;

·         approving the new version of the Rules for the Audit Committee;

·         approving the Company's 2002 auditor;

·         on the Company's participation in Iskra (Association of Federal Network Operators for Business Service)

Shareholders will be able to familiarize themselves with the material to be discussed at the meeting from May 7, 2002 at the following address: Novosibirsk, ul. Gorkogo, 53 kv. 111 or they can consult the company's website at: www.sibirtelecom.ru.  

The Board of Directors of OJSC Sibirtelecom recommends the following frame of reference for 2001 dividend payment:

-               Rub 0.027954 per preferred share;

-               Rub 0.009318 per common share; 

Following examination of the new versions of the Company Charter and documents governing the regulatory bodies of the Company, the Board of Directors of OJSC Sibirtelecom recommended that the annual general shareholders meeting approve the aforementioned documents. 

It is necessary to approve the Charter and documents governing the Company's regulatory bodies due to the change in the company's status resulting from the merger of 10 telecom operators in the Siberian region, as well as the entry into force of additions and amendments under the Federal Law "On Joint Stock Companies".   

The Board of Directors of OJSC Sibirtelecom recommends that the annual general shareholders meeting approve Ernst & Young Vneshaudit as the Company's 2002 auditor. In addition, the Board of Directors of OJSC Sibirtelecom made the following recommendations concerning the merger of 10 Siberian telecom concerns: 

-               to raise the charter capital of OJSC Sibirtelecom up to Rub 2,387, 981, 548.45 by issuing 9,334,815,322 shares with a nominal value of Rub 0.15 each and 3,016,234,561 preferred shares with a nominal value of Rub 0.15 each;

-               pursuant to the resolution passed by the Board of Directors of OJSC Sibirtelecom to increase the charter capital of the Company under the Merger Agreement between OJSC Sibirtelecom, OJSC Elektrosvyaz, Republic of Altai, OJSC Elektrosvyaz, Republic of Buryatia, OJSC Elektrosvyaz, Republic of Khakassiya, OJSC Elektrosvyaz, Krasnoyarsk krai, OJSC Elektrosvyaz, Irkutsk region, OJSC Elektrosvayz, Kemerovo region, OJSC Elektrosvyaz Omsk region, OJSC Chita region, OJSC Altaitelecom, OJSC Tomsktelecom, to approve the decision for OJSC Sibirtelecom to launch a share issue for the purpose of swapping shares owned by the merged entities;

-               to approve the issue prospectus of OJSC Sibirtelecom.