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15.06.2010
ISS recommends Rostelecom shareholders to support merger and approve proposed charter amendments

Press release


Institutional Shareholder Services (ISS) released its recommendations on voting at the Annual General Shareholders Meeting (AGM) of Rostelecom (hereinafter, the company) which is scheduled to be held on June 26, 2010.  ISS has advised the shareholders of Rostelecom to support its reorganization as a merger with regional telecommunications operators (RTOs) and Dagsvyazinform by voting in favor of item 7 on the AGM agenda. 

In its recommendations, ISS notes, in particular, that the company to be established as a result of the reorganization will have a high level of creditworthiness, should be extremely competitive with long-term growth potential, successful expansion and business diversification.

ISS also recommended the shareholders of Rostelecom to support amendments that need to be made to the Charter of Rostelecom by voting in favor of items 8 and 9 on the AGM agenda.  ISS’s recommendations also point out that the changes to the Company Charter which are proposed under Amendment No. 2 (item # 8 of the AGM agenda) are of technical nature and have a positive or neutral influence on shareholder’s rights, while Amendment No. 3 (item 9 on the AGM agenda) will make it possible to considerably increase the dividend yield of the Company’s preferred shares after the merger is completed.

The Annual General Shareholders Meeting of Rostelecom is scheduled to take place on June 26, 2010 in Rostelecom’s Training Center at the following address:  Village of Bekasovo, Naro-Fominsk district, Moscow region.  If necessary, shareholders will be able to reach the meeting place provided by the Company using buses which leave from the Headquarters (1st Tverskaya-Yamskaya 14, Moscow).  If a shareholder is not able to take part personally in the meeting he/she can participate in absentia by completing ballot sheets and sending them to the Registrar – United Registration Company – not later than June 23, 2010.  Ballot sheets should be forwarded to the following address:  United Registration Company, Post Office box # 151, 19 Leninskaya Svoboda St., Moscow, 115280.

Information on the Annual General Shareholders Meeting of Rostelecom, including the agenda and all relevant materials, is posted on the Company’s corporate website in the section “Investor and shareholder center” (in Russian).

Institutional Shareholder Services Inc. (ISS) is the most influential organization which operates in the area of corporate governance.  The main type of activity carried out by ISS is study the issues raised for discussion by the shareholders of different companies, and issue recommendations on voting to protect their lawful interests.  At present, ISS is in the process of working out voting recommendations for the shareholders of over 33,000 companies in 115 countries around the world.