OREANDA-NEWS. June 08, 2010., The Board of Directors of Far East Telecom at a meeting held in Moscow voted to include in the agenda of the annual general shareholders meeting the issue of a merger between Far East Telecom and Rostelecom and set the date on which the annual general shareholders meeting is to be held.

The ratios for converting the shares of Far East Telecom into those of Rostelecom were fixed in the draft Merger Agreement between Far East Telecom and Rostelecom, which is subject to approval by the shareholders of Far East Telecom and Rostelecom, as follows:

0.939 common nominal uncertified shares of Far East Telecom are to be converted into one common nominal uncertified share of Rostelecom;

1.195 preferred nominal uncertified shares of Far East Telecom are to be converted into one common nominal uncertified share of Rostelecom.

The Board of Directors of Far East Telecom approved the price of shares to be bought back from shareholders that are opposed to the company’s merger with Rostelecom or failed to vote on the merger issue.  The buyback price for the issuer’s common and preferred shares is identical and will amount to RUR 91.91 per one share. Up to 10% of the net assets of Far East Telecom could be spent on buying back shares from shareholders, which could amount to RUR 1,043,783,000.6.

The Board of Directors of Far East Telecom preliminarily approved the company’s 2009 Annual Financial Statement and advised the annual general shareholder’s meeting to allocate the company’s 2009 profit as follows:

to pay out RUR 213,594,244.77 as dividends on preferred shares;

to pay out RUR 325,712,808.34 as dividends on common shares;

to raise the company’s shareholder capital by RUR 1,632,170,132.89.

The amounts of dividend payouts recommended to the AGM are as follows:

RUR 6.8528 per one preferred share;

RUR 3.4077 per one common share.

The Board of Directors of Far East Telecom set the date for holding the annual general shareholders meeting as June 28, 2010 at 11 am at the following address: 10, 12 Muraveva-Amurskogo St., Khabarovsk in the State Building for Culture and Art Khabarovsk Cornerstone Association of Children’s Theaters.

The list of individuals eligible to attend the annual general shareholders meeting (record date) is compiled as of May 17, 2010.

The agenda of the annual general shareholders meeting includes the following issues:

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. Election of members of the board of directors of the company.

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

5. Reorganization of the company as a merger between Far East Telecom and OJSC ILD and DLD operator Rostelecom.

6. Reorganization of the company as a merger with OJSC Sakhatelecom.

7. Approval of the new edition of Statute on the Board of Directors of Far East Telecom.

8. Approval of the new edition of the Statute on the Board of Directors of Far East Telecom.

8. Approval of Far East Telecom’s 2010 audit firm.

9. Approval of the deduction standards (percentages) used to calculate the annual remuneration of members of the board of directors of the company.

10. On the remuneration of members of the board of directors of the company based on the results of 2009.  Determination of the amount and procedure for payment of remuneration for the results of 2009 financial activities.

The materials provided to shareholders ahead of the annual general shareholders meeting will be available to the company’s shareholders in the headquarters of the operator and at its regional branches as of May 20, 2010.