OREANDA-NEWS. July 01, 2010. Annual general meeting of OJSC VolgaTelecom’s shareholders was held in Nizhny Novgorod.

 The shareholders have approved annual report, annual accounting statement, elected the Board of directors and Auditing committee, and have also approved VolgaTelecom’s Articles of association and Regulations for the Board of directors as restated. 

 VolgaTelecom’s shareholders have passed the resolution of the Company’s reorganization in the form of the Company’s affiliation to OJSC Rostelecom. The shareholders owning in aggregate 64.3394% of voting (ordinary and preferred) shares have taken part in resolving the issue of reorganization. 92.6786% of shareholders have voted for the reorganization.

 The shareholders have supported the Board of directors’ recommendations of profit distribution, the amount and the procedure of dividend payment and have passed the resolution:

1. Distribute the Company’s profit based on the results of 2009 fiscal year in the following way:

· RUB 426, 257, 214.23 – for payment of dividend on preferred A type shares;

· RUB 639, 385, 896.70 – for payment of dividend on ordinary shares; 

· RUB 3, 196, 928, 819.07 - for the increase in the Company’s equity capital.

 2. Pay dividend:

- to the amount of:

· RUB 5.199311 per one preferred A type share;

· RUB 2.599451 per one ordinary share, 

- as per the procedure complying with the information about the method of receiving dividend provided by registered persons as per the data of the Company’s shareholders’ register as of May 04, 2010.

 The following persons were elected to the new composition of the Board of directors:  

No

Name, patronymic and surname

Post

1.

Ekaterina S. Erofteeva

OJSC Svyazinvest, Executive Director – Director of Strategy and Development Department

2.

Lyudmila A. Kormilitsyna

OJSC Svyazinvest, Chief of Section of Corporate Governance and Legal Support Department

3.

Mikhail I. Kritskyi 

OJSC Svyazinvest, Deputy General Director

4.

Denis V. Kulikov

Association for Investors Rights Protection, Executive Director

5.

Mikhail A. Leshchenko

OJSC Svyazinvest, Deputy General Director

6.

Vladimir F. Lyulin

OJSC Svyazinvest, Advisor to General Director

7.

Alexander Yu. Provotorov

OJSC Svyazinvest, First Deputy General Director

8.

Victor D. Savchenko

OJSC Svyazinvest, Deputy General Director

9.

Vladimir A. Stat’in

Non-Commercial Partnership “Association for Protection of Interests of Shareholders of Enterprises and Organizations”, General Director

10.

Oleg R. Fedorov

ZAO VTB Capital, Managing Director, Department of Investment-banking Operations in Global Markets

11.

Evgeny V. Yurchenko

OJSC Svyazinvest, General Director

 The following persons were elected to the Auditing committee:  

No

Name, patronymic and surname

Post

11.

Svetlana N. Bocharova

OJSC Svyazinvest, Chief of Tax Section of Bookkeeping, Tax and Statistics Accounting  Department

2.

Nataliya V. Ermolaeva

OJSC Svyazinvest, Deputy Department Director – Chief of Section of Medium-Term Planning Department

3.

Olga G. Koroleva

OJSC Svyazinvest, Chief Accountant

4.

Yaroslav Yu. Murashkin

OJSC Svyazinvest, Finance Department, Deputy Chief of Section

5.

Natalia V. Feoktistova

OJSC Svyazinvest, Corporate Governance and Legal Support Department, Chief of Section

ZAO KPMG was approved the Company’s auditor for 2010.

The Company’s shareholders have also approved requirement criteria (percentage) of deductions for calculation of annual remuneration to the members of VolgaTelecom’s Board of directors elected at shareholders’ annual general meeting. These requirement criteria accounted for 0.26% of the Company’s EBITDA based on the data of IFRS accounting statement for 2010; 0.78% of the amount of the Company’s net profit allocated for dividend payment at 2010 year-end. Furthermore, the shareholders’ meeting has passed the resolution of remuneration to the members of VolgaTelecom’s Board of directors at 2009 year-end, and also determined the amount and the procedure of remuneration payment based on the results of the reporting period.

In the first meeting of the new composition of the Board of directors Mr. Evgeny V. Yurchenko was elected the Chairman of the Board of directors and Mr. Victor D. Savchenko was elected Deputy Chairman.