OREANDA-NEWS. On 22 May 2008 CenterTelecom OJSC today that its Board of Directors, meeting early this week, approved a number of decisions concerning the organization and conduct of the company’s annual general meeting (AGM).

The Board preliminary approved the company’s annual report, reviewed the company’s annual accounting report, including profit and loss statements for the financial year, auditor’s and CenterTelecom’s Audit Committee’s statement. The Board also made recommendations on profit distribution including amount and terms of dividend payment.

In addition, the Board discussed amendments to CenterTelecom’s Charter, Provision for AGM, Provision for the Board of Directors and Provision for the Audit Committee. The Board nominated KPMG CJSC as the company’s auditor for 2008, made recommendations on the amount of the annual fee for the company’s members of the Board of Directors. The Board also approved a procedure of notification of the CenterTelecom’s shareholders about AGM including the list of information to be submitted to the shareholders and the text of voting ballots.

The decisions by the Board were made in accordance with recommendations by the Board's Corporate Governance Committee, Audit Committee and HR and Remuneration Committee.

In accordance with the decisions of the Board of Directors, the annual general meeting of the shareholders of CenterTelecom is recommended:

to distribute the company’s profit for 2007 as follows:

RUR923,206,940 in dividend payments including:

RUR0.6910119 per one type A preferred share;

RUR0.3547131 per one common share;

RUR181,733,650 for formation of a provision;

RUR2,529,732,410 for increase of the company’s equity capital.

to establish the following procedure of dividend payment to persons included in the list of persons entitled to dividend payment:

payment is to be made in accordance with the method of dividend payment indicated in the application form completed by a registered person (by bank transfer, post transfer, or in cash form in the company’s cash offices)

The following agenda of the company’s AGM has been approved by the Board of Directors:

1.      Approval of the company’s annual report, annual accounting report, including profit and loss statements, distribution of loss and profit (including dividend payment) for 2007

2.      Election of the members of the Board of Directors

3.      Election of the members of the Audit Committee

4.      Approval of the company’s auditor for 2008

5.      Approval of amendments to the company’s Charter and approval of the updated version of the Charter

6.      Approval of an updated Provision for AGM

7.      Approval of an updated Provision for the Board of Directors

8.      Approval of an updated Provision for the Audit Committee

9.      Approval of the norms of payment for the calculation of annual remuneration of the members of the Board of Directors.

CenterTelecom’s AGM is to be held 25 June, 2008 at 12 noon at the Renaissance Moscow Hotel, 18/1, Olympiyski Prospect, Moscow. Registration of AGM participants will begin at 10 am. The record date for shareholders allowed to participate is May 8, 2008.