VolgaTelecom
For Investors and Stockholders

American Depositary Receipts

Level I American Depositary Receipts issued for the common stock instalment in fall 1997 were intended to external market.

Depositary bank was the Bank of New York.

In spring 2002, the program was moved from the Bank of New York to JPMorgan Chase Bank.

Russian nominal holder of ADR program is ING BANK (EURAZIA) ZAO.

ADR/stock ratio is 1:2.

Company ADRs amount to 4 742 310 units (March 31, 2010) or 3.86% of voting shares.

Additional information on Company ADRs (ticker VLGAY) is available at http://www.adr.com.

The information about principal ADR holders is available at JPMorgan ADR Group site VolgaTelecom ADRs are quoted at the following stock exchange sites:
 

The site’s name

CUSIP (WKN)

ADR ticker

ISIN

USA OTC

928660109

VLGAY

 

Frankfurt stock exchange (FSE)

910415

NZH

US9286601094

Berlin stock exchange (BerSE)

910415

NZH

US9286601094

Xetra

910415

NZH

US9286601094

Stuttgart stock exchange (SSE)

910415

NZH

US9286601094


Voting procedure for ADRs holders


Within the framework of preparing for the annual general meeting of shareholders OJSC “VolgaTelecom” is closely cooperating with depositary bank “JPMorgan Chase Bank” and custodian bank “ING Bank (Eurasia) ZAO” as regards the observance of ADRs holders rights to vote on the issues of the agenda of the general meeting of shareholders: notices, ballots and all the materials for the meeting are distributed in English. Election returns are received from custodian bank and are accounted for when counting of votes at the shareholders’ meeting.

The procedure of interaction of OJSC “VolgaTelecom” with depositary bank and custodian bank in the course of ADRs holders voting at general meetings of shareholders of the Company.

I. Voting ballots distribution
If you are a registered ADR holder and appear on the JPMorgan register, you shall receive an AGM notice and proxy card with relevant enclosures directly from JPMorgan. For enquiries please contact JPMorgan Service Center toll-free on +1-800-990-1135.

In case you are a beneficial ADR holder and hold your shares through a financial intermediary, such as a bank, broker or nominee, you should enquire with your financial intermediary asking them to vote on your behalf. Your custodian/broker has to vote holder's position through the proxy card, such card to be received directly from Broadridge Financial Solutions (“Broadridge”; formerly “ADP”) in case of Broadridge institutions or from Proxy Services Corporation (+1-631-918-4050) in case of non Broadridge institutions.

II. Voting ballots processing
Registered holders shall complete and sign the proxy cards and return the completed proxy voting cards to JPMorgan Processing Center at the below address, also indicated on the proxy card and on the return envelope provided:
JPMorgan Chase Bank, N.A. P.O. Box 64504, St. Paul, MN 55164-0504

Beneficial holders who have received proxy cards from Broadridge should return these to Broadridge, while custodians who have received proxy cards from Proxy Services Corporation should return these to JPMorgan Processing Center, as per the return instructions and the return envelopes provided.

III. Tally of votes of ADR holders
JPMorgan summarizes election returns and sends them to custodian bank “ING Bank” – the Company’s ADR program custodian. “ING Bank” represents the interests of ADRs holders through its representation office in Russia - “ING Bank ( Eurasia) ZAO”. Custodian bank “ING Bank (Eurasia) ZAO”, which as per Russian legislation as nominee holder of all the Company’s issued ADRs has the right to vote on behalf of all the Company’s ADRS holders, sends the summary list of voting on the issues of the agenda of OJSC “VolgaTelecom” shareholders meeting.
 

 Information disclosure to OJSC “VolgaTelecom” ADR holders

During the year OJSC “VolgaTelecom” regularly discloses the information about its activity by posting the information at its corporate site at: http://www.vt.ru/?id=733 and at: www.adr.com and by distribution of corporate materials as per the distribution list.


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