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UTK

May 23, 2006

UTK’s Board of Directors approved the agenda of the Annual General Shareholders Meeting

Krasnodar, 23 May 2006: "Southern Telecommunications Company" PJSC ("UTK") [(RTS: KUBN, KUBNP; MICEX: UTEL, UTELP; ADR OTC: STJSY, KUE FRA)], the principal fixed-line telecommunications provider for Russia’s Southern Federal District, reports today that on 22 May 2006 its Board of Directors approved the agenda of the Annual General Shareholders Meeting  to be held on 27 June 2006 at 11:00 Moscow time at the address: 66, Karasunskaya Street, Krasnodar (Minutes ? 37).

The Company’s Board of Directors preliminarily approved 2005 Annual report of "UTK" PJSC and recommended to the Annual General Shareholders Meeting to approve annual report, annual financial accounts including profit and loss statement and distribution of profits and losses on the basis of the reported fiscal year 2005 financial results. The Board of Directors considered the reports of the Company’s Auditor and the Auditing Commission on the results of the audit of UTK’s financial statements for the year 2005

The Board of Directors recommended to the annual General Shareholders Meeting to take a decision on payment of the following dividends for 2005 fiscal year:

·  preference share dividend amounting to 0. 031395 rubles per one share to be paid in cash prior to 25 August,2006;

·  ordinary share dividend amounting to 0. 01031 rubles per one share to be paid in cash prior to 15 December 2006.

·  to determine the following procedure for payment of dividends to the persons included in the list of persons entitled to receive dividends, made up according to the data in the register of shareholders of the Company as of May 11, 2006:

- transfer to bank accounts of shareholders (shareholders shall bear expenses related to the dividends to be received by them);

- postal order (shareholders shall bear postal expenses related to the dividends to be received by them);

- cash payment in the Company’s pay-offices (only to the Company’s employees).

Total amount of 2005 dividends payable made 61 million rubles, or 20 % of the Company’s net profit. The list of persons entitled to attend the Annual General Shareholders Meeting was made up on the basis of the records in the shareholders’ register as of May 11, 2006.

UTK’s Board of Directors took a decision to recommend to the Annual General Shareholders Meeting to approve “Ernst and Young” LLC as the Company’s Auditor for 2006.

The Board of Directors of "Southern Telecommunications Company" PJSC took a decision to include the following items in the agenda of the Annual General Shareholders Meeting:

·  Approval of annual report, annual financial accounts including income statement and distribution of profits and losses on the basis of the reported fiscal year 2005 financial results.

·  Approval of 2005 dividend size, its payment form, schedule and procedure under each category of shares.

·  Election of the members to the Company’s Board of Directors.

·  Election of the members to the Company’s Auditing Commission.

·  Approval of the Company’s Auditor for the year 2006.

·  Determination of the size of annual remuneration to be paid to the members of the Board of Directors.

·  Introduction of amendments and additions to the Company’s Charter.

·  Introduction of amendments and additions to the Company’s Regulations on the procedure for conducting a General Shareholders’ Meeting.

·  Introduction of amendments and additions to the Company’s Statute on the Board of Directors.

·  Introduction of amendments and additions to the Company’s Statute on the Management Board.

·  Introduction of amendments and additions to the Company’s Provisions on the Auditing Commission .

Since 26 May 2006 the shareholder materials for the annual General Shareholders Meeting  can be viewed on the corporate site of "UTK" PJSC  www.stcompany.ru.

 

 

 

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