Southern Telecommunications Company held its board of directors meeting (Minutes # 44) at which issues were examined with relation to STC’s annual general shareholders meeting, which is scheduled for June 30, 2004 at the following address: Krasnodar krai, Tuapinsky district, village of Olginka, ZAO Orbita Health Resort (time of the beginning of the meeting is 11:00 a.m. on June 30, 2004). 

The board of directors of STC gave preliminary approval to the Company’s 2003 annual report and recommended that the shareholders’ assembly approve the annual report, the annual accounting reports, including the Company’s profit and loss statement and the distribution of profits and losses on the results of the Company’s 2003 financial activity. 

In addition, the meeting featured an examination of the auditor’s statement and the audit committee’s verification of the 2003 accounting reports. 

The BoD of STC also recommended that the annual general shareholders meeting adopt a decision on payment of dividends for the 2003 fiscal year, as follows: 

- Rub 0.11114 per preferred share in cash no later than August 29, 2004;

- Rub 0.08120 per common share in cash no later than December 15, 2004;

The BoD of STC adopted a decision recommending that the annual general shareholders’ meeting appoint ZAO Ernst & Young Vneshaudit as the company’s 2004 auditor.  

The following items are to be discussed at STC’s BoD meeting: 

1)         Approval of the annual report, annual accounting reports, including the profit and loss statement (profit and loss accounts) of the Company, and distribution of profits and losses on the results of the Company’s 2003 financial activity. 

2) Determination of the amount of 2003 dividends, as well as the deadline and form of payment for payment to each category of shareholders; 

3) Election of members of the BoD of the Company;

4) Election of members of the Audit Committee of the Company;

5) Approval of the Auditor of the Company for 2004;

6) Determination of the statutory amount (percentage) of deductions for calculation of the annual compensation of members of the BoD of the Company;

7) Making additions and amendments to the Charter of the Company;

8) Making additions and amendments to the     Rules of the BoD of the Company;

9) Making additions and amendments to the Rules on the Supervisory Board of the Company;

10) Making additions and amendments to the Audit Committee of the Company.