Today, April 26, 2002 a regular BoD meeting of OJSC North-Western Telecom was held.  The main items on the agenda include the upcoming annual shareholders meeting and the North-Western regional merger. 

The Board of Directors adopted a decision to convene the next AGM on June 25, 2002 at the following address: Saint Petersburg, Sinopskaya naberezhnaya d. 14 at 1 o'clock p.m. Moscow time.  The cut-off date for shareholders entitled to attend the meeting (roster closure date) is May 8, 2002.  

This announcement is to be published in Izvestiya no later than May 25, 2002.  From June 4 - 24 shareholders will have the opportunity to familiarize themselves with the AGM material, which is to be discussed at the meeting. This information can also be viewed on the company's corporate website at:www.nwtelecom.ru.  

The agenda includes items under the exclusive competency of the general meeting, i.e.

·        approval of the annual financial reports, including the profit and loss statement, profit allocation (including dividends) and losses incurred during the fiscal year;

·         payment of annual dividends on common and preferred shares;

·         approving the Company Auditor;

·         approving the new version of the Company Charter and the Rules of Internal Procedure of the Company (for the General Shareholders Meeting, Board of Directors, Board of Management).

The Board of Directors has adopted a decision to make amendments to the Charter in conjunction with the formation of eight branches of OJSC North-Western Telecom, the Rules for which are to be worked out by the Board of Management of the Company:

Artelecom Arkhangelsk Region, Murmanskelektrosvyaz, Novgorodtelecom, Cherepovetselektrosvyaz, Elektrosvyaz, Vologda Region, Elektrosvyaz, Kaliningrad Oblast, Elektrosvyaz, Republic of Karelia, Elektrosvyaz, Pskov Region.

The Board of Directors also adopted a decision to make an additional issue of common and preferred shares of OJSC North-Western Telecom, which will serve the purpose of swapping shares from the merged entities.

The total value of shares to be issued in the merger process (Rub 1) is:

·        262, 896, 773 common shares;

·         262, 896, 773 type A common shares;

·         87, 646, 542 type A preferred shares. 

On May 13, 2002 a Board of Directors meeting is to be held for the purpose of preliminarily approving the materials which are to be addressed at the AGM: the annual report, the annual financial statements, profit allocation (including dividends) and the losses incurred by the Company during the past fiscal year and the amount of dividends recommended by the BoD for pay-out.