On April 15, 2004, North West Telecom plans to hold an AGM  to discuss the issue of restructuring Lensvayz and Komi Svayz.

 

A merger will be performed by swapping shares of the two restructured companies into stocks of North West Telecom and transferring the ownership rights and obligations of the merged companies to North West Telecom. Shareholders of the restructured companies will become shareholders of North West Telecom, while shares in these companies are to be liquidated and two telecom companies will cease to exist as independent legal entities.The swap ratios will be set out in the draft merger agreement to be signed by Lensvayz, Komi Svayz and North West Telecom.

 

Under the agreement, 0.0268 non-documentary common shares of Lensvyaz will be converted into ONE common non-documentary share of North West Telecom; 0.0268 non-documentary preferred shares of Lensvayz will be converted into ONE preferred non-documentary share of North West Telecom; 4.0 non-documentary common shares of Komi Svayz will be converted into ONE common non-documentary share of North West Telecom; 4.0 non-documentary preferred shares of shares of Komi-based Svayz will be converted into ONE preferred non-documentary share of North West Telecom;

 

The swap ratio was calculated by correlating stock quotations of North West Telecom, Lensvayz and Komi Svayz and also by making comparisons with peer companies, DCF analysis, net asset value (NAV) and comparable deals.

 

For more detailed information, please refer to North West Telecom’s corporate web site (www.nwtelecom.ru), section “Investors and Shareholders”.