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Uralsvyazinform

May 12, 2010

BoD announces its approval on Company reorganization

On May 12, 2010 the Board of Directors validated the agenda of AGM to be held on June 23, 2010 in Yekaterinburg, and announced recommended dividend as of FY2009 and Auditor for Meeting’s approval. Also members of BoD have unanimously voted including to agenda the question on reorganization of OJSC Uralsvyazinform as being joined to OJSC Rostelecom. It is recommended to shareholders to approve the Agreement for joining and the Transfer certificate.

The agreement for joining contains following quotients of conversion of shares of OJSC Uralsvyazinform to OJSC Rostelecom share:

- 87,341 placed ordinary shares of OJSC Uralsvyazinform, a value 0,12 roubles, are converted in one additional ordinary share of OJSC Rostelecom by a value 0,0025 roubles each.

- 111,602 placed preference shares of OJSC Uralsvyazinform, a value 0,12 roubles, are converted in one additional ordinary share of OJSC Rostelecom by a value 0,0025 roubles each.

As shareholders who will vote against reorganization or will not participate in voting of OJSC Uralsvyazinform reorganisation, according to the legislation of the Russian Federation the buy-out request of all will have the right or of a part of shares belonging to them, Board of directors ground Open Company assessments “Ernest & Young — the Assessment” has approved the price of redemption of shares for shareholders who will demand the buy-out:

- 0,98 roubles for one ordinary nominal paperless share,

- 0,98 roubles for one preference nominal paperless share.

The annual report, financial reports, including the Company profit and losses statement, and also dividend distribution for 2009 are recommended for approval by AGM. It is recommended to general meeting of shareholders to make a decision dividend payout for 2009:

- preference shares at a rate of RUR 0,051927 for one share (+51,9 % 2 level of 2008);

- ordinary shares at a rate of RUR 0,018897 for one share (+51,9 % 2 level of 2008).

The Meeting’s Agenda is comprised of the following:

1. Approval of the Annual Report, the Annual Financial Statements, including the Profit and Loss statement (profit and loss account) of the Company, as well as the Company’s profit (including dividend payment) and loss distribution as of the reporting (2008) fiscal year.

2. Profit distribution (incl. dividend pauout) as of 2009 financial year.

3. Election of members of the Company’s Board of Directors.

4. Election of members of the Company’s Audit Commission.

5. Company’s reorganization as a join to OJSC Rostelecom.

6. Approval of changes in the Charter.

7. Approval of changes in the Regulation on the Company’s Board of Directors.

8. Nomination of the Company’s Auditor for 2009.

9. Setting the amount of annual remuneration payable to the members of the Company’s Board of Directors.

10. Termination of participation in Association “Teleinfo”.

11. Termination of participation in Association “International Congress for telecommunication quality”.

The information (materials) related to the Annual General Shareholders’ Meeting shall be provided beginning with May 21, 2010, on this web-site (see below), and from 8.30 a.m. to 5.30 p.m. on the following addresses:

- 620014, 11 Moskovskaya str., Ekaterinburg, Russia

- 620110, 134 b Lunacharskogo str., Ekaterinburg, Russia

- 640000, 44 Gogolya str., Kurgan, Russia

- 614096, 68 Lenina str., Perm, Russia

- 625000, 40 Respubliki str., building 1, Tyumen, Russia

- 454000, 161 Kirova str., Chelyabinsk, Russia

- 628011, 3 Kominterna str., Khanty-Mansiysk, Russia

- 629008, 2 Matrosova str., Salekhard, Russia

- 109004, 48 Nikoloyamskaya str., building 2, Moscow, Russia

 

 

 

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