OREANDA-NEWS. June 08, 2010. VolgaTelecom held a meeting of its Board of Directors.  The agenda of the meeting contained issues related to the preparation and conduct of the annual general shareholders meeting (AGM) of VolgaTelecom.

Earlier the Board of Directors set the date for its annual general shareholders meeting as June 21, 2010. The Board of Directors of VolgaTelecom unanimously to place on the agenda of the annual general shareholders meeting a range of issues related to the reorganization of VolgaTelecom as a merger with Rostelecom.  In line with this issue, the Merger Agreement will be discussed, according to which 0.891 of VolgaTelecom’s authorized common shares will be converted into one additional common share of Rostelecom, and 1.134 authorized preferred class A shares of VolgaTelecom will be converted into one additional common share of Rostelecom.

The Board of Directors approved the buyback price of the company’s common and preferred class A shares from shareholders that voted against or failed to take part in the voting on the issue of the reorganization of VolgaTelecom as a merger with Rostelecom – as RUR 96.74 per share.

Also at this meeting the Board of Directors of VolgaTelecom approved the following agenda for the annual general shareholders meeting:

1. Approval of the annual financial statement, the annual accounts reports, including the income statement (profit and loss accounts) of the company based on the results of the 2009 financial year.

2. Allocation of profit (including payment of dividends) based on the results of the 2009 financial reporting year.

3. The remuneration of members of the Board of Directors of VolgaTelecom for the company’s strong financial performance in 2009. Determination of the size and the procedure for payment of remuneration.

4. Election of members of the Board of Directors of the company.

5. Election of members of the Audit Committee of the company.

6. Reorganization of the company as a merger between VolgaTelecom and OJSC ILD and DLD operator Rostelecom.

7. Approval of the new edition of the Charter of VolgaTelecom.

8. Approval of the new edition of the Statute on the Board of Directors of VolgaTelecom.

9. Approval of the company’s 2010 audit firm.

10. Approval of the deduction standards (percentages) used to calculate the annual remuneration of members of the Board of Directors of the company.

The Board of Directors of VolgaTelecom gave its preliminary approval to the company’s 2009 financial statement and adopted a decision to recommend to the annual general shareholders meeting:

1. To allocate the company’s profit based on 2009 financial results as follows:

RUR 426,257,214.23 as dividend payout for class A preferred shares;

RUR 639,385,896.70 as dividend payout for common shares;

RUR 3,196,928,819.07 to increase the company’s shareholder capital. 

2. To pay out dividends as follows:

RUR 5.199311 per one class A preferred share;

RUR 2.599451 per one common share

- in accordance with the procedure for the receipt of information on how to receive dividends, which is provided by the registered shareholders of the company through data in the shareholders register as of May 4, 2010.

The annual general shareholders meeting of VolgaTelecom is scheduled to take place on June 21, 2010 at the following address:  Conference Hall of the Telecommunications Building, M. Gorky Square, Nizhny Novgorod.