MOSCOW – CenterTelecom OJSC reports that its Board of Directors has submitted an agreement for CenterTelecom's reorganization in the form of merger with Rostelecom OJSC for consideration by the company's Annual General Meeting of Shareholders (AGM) set for June 25.

The agreement contains the following coefficients of conversion of CenterTelecom shares into Rostelecom shares:

- 3,867 CenterTelecom common registered non-documentary shares are to be converted into one Rostelecom common registered non-documentary share

- 4,920 CenterTelecom preferred registered non-documentary shares are to be converted into one Rostelecom preferred registered non-documentary share

CenterTelecom's Board of Directors established a price of repurchase of the shares from the shareholders who do not agree with the company's merger with Rostelecom. The common share's repurchase price is to be equal to the preferred share's repurchase price reaching RUB22.3 per one share.

The Board of Directors of CenterTelecom has approved the company's annual report for 2009 and recommended the AGM to distribute the company's profit for 2009 as follows:

- RUB505,850,900 are to be spent for dividend payment on type A preferred shares

- RUB758,776,350 are to be spent for dividend payment on common shares

- RUB3,793,881,750 are to be spent for increase in the company's equity capital.

The Board of Directors recommends paying RUB0.9617069 as a dividend per one type A preferred share and RUB0.4808448 as a dividend per one common share.

The company's directors suggested the AGM to approve KPMG CJSC as an audit company responsible for the audit of the company’s accounting statement for 2010, to approve the new versions of the company's Charter and Regulations on the Board of Directors, and also made few other decisions related to organization of the AGM.