April 10 a Board of Directors meeting of OJSC CenterTelecom was held.  The Board meeting was mainly devoted to merger and corporate governance issues.   

The BoD adopted the following decisions: 

         1. To set up branches of OAO CenterTelecom in the Central and Central-Black Earth regions of Russia: 

Moscow branch - OJSC Center Telecom, Khimki

Belsvyaz - branch of OAO CenterTelecom, Belgorod

Bryansksvyazinform - branch of OAO CenterTelecom, Bryansk

Elektrosvyaz, Vladimir region - branch of OAO CenterTelecom, Vladimir

Voronezhsvyazinform - branch of OAO CenterTelecom, Voronezh

Ivtelecom - branch of OAO CenterTelecom, Ivanovo

Kaluga branch of CenterTelecom, Kaluga

KostromaTelecom - branch of OJSC CenterTelecom, Kostroma

Kursk branch of OJSC CenterTelecom, Kursk

Lipetselektrosvyaz - branch of OJSC CenterTelecom, Lipetsk

Oryol branch of OJSC CenterTelecom, Oryol

Ryazan branch of OJSC CenterTelecom, Ryazan

SmolenskTelecom - branch of OJSC CenterTelecom

Tambov Elektrosvyaz - branch of OJSC CenterTelecom, Tambov

Tver branch of OJSC CenterTelecom, Tver

Tulatelecom - branch of OJSC CenterTelecom, Tula

Yartelecom - branch of OJSC CenterTelecom, Yaroslavl

2.  To shut down the following branches of the Company:

Balashiha division

Dmitrov division

Kolomna division

Krasnogorsk division

Lyubertsy division

Mytishi division

Naro-Fominsk division

Orekhovo-Zuevo division

Odintsovo division

Podolsk division

Serpukhova division

Khimki division

Shelkovo division

Logistics division

Auto center

3. To create structural units of the Moscow branch of CenterTelecom on the basis of divisions which have been closed down.  

The Board of Management was assigned to execute the aforementioned decisions.  

The Board of Directors of OJSC CenterTelecom also passed a resolution to carry out a secondary loan bond placement payable to bearer in the amount of Rub 1 bn. The co-arrangers and underwriters of the issue are AKB Moscow Business World (MDM), Troika Dialog and ZAO Raiffeisen Bank Austria.  

The Board of Directors approved the agenda and date for the AGM: 

-          the annual shareholders meeting is to be held on June 5, 2002;

-          items on the agenda: 

1.       Approving the annual report, the annual accounting reports, including the profit and loss statement, the distribution of profits and losses as a result of the 2001 fiscal year;

2.       Determining the amount of dividends for 2001, the forms and deadlines for paying out dividends on all share categories;

3.       Electing members of the Board of Directors;

4.       Electing the Audit Committee;

5.       Approving the new version of the Company Charter;

6.       Approving the Rules for Conducting the Annual Shareholders Meeting (new version);

7.       Approving the Rules for the Board of Directors (new version);

8.       Approving the Rules for the Board of Management (new version);

9.       Making amendments to the Rules for the Audit Committee;

10.   Approving the 2002 Auditor;

11.   Compensating members of the Board of Directors for the work they performed in 2001 

CenterTelecom will examine the issue of 2001 dividend payments at the board meeting planned for end of April.