OREANDA-NEWS. July 08, 2010. CenterTelecom held its annual general shareholders meeting.

The company’s shareholders passed a resolution on the reorganization of the Company in the form of a merger with Rostelecom.  The annual general shareholders meeting of CenterTelecom marks another important stage in the reorganization of the Svyazinvest Group of companies.  This is one of a number of annual general shareholders meeting held by regional telecommunications operators (RTOs) and Rostelecom, with the main item on the agenda being the merger between RTOs and Rostelecom.

All in all, 84.62% of those holding voting shares (common and preferred shares) took part in the reorganization issue. Also, 88% of the total number of shareholders voted for the merger.

On other issues up for discussion on the agenda, resolutions were passed by shareholders having a total of more than 88% of the voting (common) shares.

The annual general shareholders meeting approved the annual financial statement, the annual accounting reports, including the income statement (profit and loss statement) of the Company:

The Company’s shareholders adopted a resolution on the allocation of profit (including the payout of dividends) and losses relating to the results of the 2009 financial year as follows:

to pay out RUR 505,851,000 in dividend payouts on class A preferred shares;

to pay out RUR 758,776,000 in dividend payouts on common shares;

to allocate RUR 3,793,882,000 to raise shareholder capital. 

The amount of dividends per one preferred class A share will be 96 kopecks (rounded off), and 48 kopecks per one common share, which is twice as much as the amount of dividends paid on the financial results of 2008.

The Board of Directors of the Company was elected with the following lineup:

Evgeny V. Yurchenko – General Director of Svyazinvest;

Denis V. Kulikov – Executive Director of the Investor Protection Association;

Alexey A. Lokotkov – Deputy General Director of Svyazinvest;

Oxana V. Petrova – Division head of the Department of Corporate Department and Legal Support of Svyazinvest;

Elena V. Umnova – Deputy General Director of Svyazinvest;

Ilya V. Ponomarev – Head of the Department of Finance of Svyazinvest;

Alexander V. Shevchuk – Deputy Executive Director of the Investor Protection Association;

Alexander Yu. Provotorov – First Deputy General Director of Svyazinvest;

Viktor D. Savchenko – Deputy General Director of Svyazinvest;

Alexey V. Goltsov – Advisor to the General Director of Svyazinvest;

Nikolai B. Aryutyunov – Head of Research Department of the Moscow representative office of NCH Advisors, Inc.

The Audit Committee was elected with the following lineup:

Natalia S. Vorobeva – Head of the Department of Mid-Term Planning of Svyazinvest;

Polina V. Burmistrova – Deputy division head of the Department of Corporate Department and Legal Support of Svyazinvest;

Ivan V. Kiselev – Division head of the Department of Economic Planning and Budgeting of Svyazinvest;

Natalia V. Uzlova – Deputy division head of the Department of Accounting, Tax and Statistical Accounting of Svyazinvest;

Alla S. Ulitina – Chief Expert of the Department of Accounting, Tax and Statistical Accounting of Svyazinvest;

Olga G. Koroleva – Chief Accountant of Svyazinvest;

Olga P. Chernoponevkina – Group leader of the Finance Department of Svyazinvest. 

The shareholders meeting approved the new version of the Company Charter and the Statute on the Board of Directors of CenterTelecom.

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

In addition, the deduction standards (percentages) were approved for calculating annual remuneration of members of the Board of Directors of CenterTelecom, which were elected at the annual general shareholders meeting.  These deductions amount to 0.26% of the Company’s EBITDA based on 2010 IFRS accounting report data and 0.78% of the Company’s net profit which is to be allocated for dividend payout in full-year 2010.

The shareholders meeting also adopted a decision on paying out bonuses to members of the Board of Directors of CenterTelecom for strong financial performance in 2009, setting the size and procedure for the bonuses.

Evgeny Yurchenko, general director of Svyazinvest, was elected as chairman of the Board of Directors of the Company at the end of the first meeting of the board.