The board of directors of OAO Central Telecommunications Company reviewed the main issues related to restructuring of the company at a meeting on December 28, 2001 and adopted the following decisions:  

-          to proceed with the mega-regional merger and set up a single operator by unifying to OAO CenterTelecom regional operators from the Central and Central Black Earth zone of Russia and OAO Central Telegraph, and to approve the merger agreements;

-          to hold an extraordinary shareholders meeting of OAO CenterTelecom on February 22, 2002, and to approve the agenda for this meeting; 

-          to fix January 7, 2002 as of 6 o'clock p.m. as the date and time for compiling a list of individuals eligible to attend the extraordinary shareholders meeting; 

-          to recommend that the aforementioned EGM determine: 

·         the number of OAO CenterTelecom's total shares outstanding as 1,190,200,000, with a nominal value of Rub 0.3 per share, which shall include the same rights as the common shares distributed under the Company Charter; 

·         the number of OAO CenterTelecom's preferred shares as 396,740,000 with a nominal value of Rub 0.3 per share, which shall include the same rights as the type A preferred shares distributed under the Company Charter; 

·         the market value of Company shares subject to buyback from the shareholders who voted against the merger, or failed to vote on this issue, shall be as follows:  

-          Rub 1.94 per common share;

-          Rub 1.23 per type A preferred share;

-          Rub 1.94 per type B preferred share. 

Shareholders are to be receive notice that an EGM is to be held, as well as voting ballots by registered letters no later than January 22, 2002.