INFORMATION ON THE AGENDA

INFORMATION ON THE AGENDA OF ANNUAL GENERAL SHAREHOLDERS’ MEETING ON THE RESULTS OF THE YEAR 2011

Item 1: Approval of the Company’s annual report.

The annual report of OJSC Rostelecom for 2011 is provided in Appendix 1 hereto.

Item 2: Approval of Rostelecom annual financial statements including profit and loss statements (profit and loss accounts) of the Company.

The statement of the Company's auditor, ZAO KPMG, on accounts of OJSC Rostelecom for 2011, the Company’s RAS financial statements for 2011, an excerpt from the minutes of the Audit Committee of the Board of Directors of the Company with assessment of the opinion of the independent audit company ZAO KPMG, on Rostelecom’s financial statements, and the report of the Audit Commission of the Company regarding the audit of the Company’s 2011 financial operating activities are attached hereto as Appendix 2.

Item 3: Approval of distribution of the Company profits upon the results of the year 2011.

Based on Rostelecom’s 2011 performance the Board of Directors of the Company recommends to distribute the Company profits upon the results of the reporting year 2011 as follows: . RUB 17,599,481 thousand or 54.05% of 2011 net profits to increase the Company’s equity; . RUB 14,961,559 thousand or 45.95% of 2011 net profits to be distributed as dividend on the Company shares for the year 2011, including: – to pay dividend in monetary form for type A preferred shares of the Company for the year 2011 in amount of RUB 4.6959 per share; – to pay dividend in monetary form for ordinary shares of the Company for the year 2011 monetary form in amount of RUB 4.6959 per share; To specify that payment of dividend to persons included in the list of persons as of April 28, 2012 entitled to receive dividend shall be performed in a manner that agrees with information on the way of receiving dividend supplied to the Company Registrar by registered persons. Pursuant to applicable laws of the Russian Federation and the Charter of the Company, shareholders who were on the register as of April 28, 2012, i.e. on the date making a list of persons entitled to participate in the Annual General Shareholders' meeting upon the results of the Company's performance in 2011.

Item 4: Election of the Board of Directors (Supervisory Board) of the Company.

The following proposals nominating candidates for Rostelecom Board of Directors were submitted to Rostelecom Board of Directors in accordance with the timeframe specified by applicable laws of the Russian Federation: – by OJSC owning the total of 47,37% of the voting stock of OJSC Rostelecom as of February 29, 2012 (date of the proposal) to nominate: 1. Denis Afanasyev 2. Vladimir Bondarik; 3. Anton Zlatopolsky; 4. Sergei Kuznetsov; 5. Mikhail Leshchenko 6. Anatloly Miliukov 7. Alexander Pertsovsky; 8. Alexander Provotorov; 9. Ivan Rodionov;

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10. Vadim Semenov;

– by State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” owning 2.45% of the voting stock of OJSC Rostelecom as of February 29, 2012 (date of the proposal) to nominate 11. Yury Kudimov; 12. Anatoly Tikhonov.

– by Red Hand Investments Limited and Stotter Limited owning 2,84% of the voting stock of OJSC Rostelecom as of January 20, 2012 (date of the proposal) to nominate: 13. Denis Kulikov.

– by the Russian Federation acting by the Federal Agency for State Property Management, owning 7,43% of the voting stock of OJSC Rostelecom as of January 27, 2012 (date of the proposal) to nominate: 14. Denis Afanasyev.

– by RENAIISSSANCE SECURITIES (CYPRUS) LIMITED) owning 2.02% of the voting stock of OJSC Rostelecom as of February 21, 2012 (date of the proposal) to nominate: 15. Pavel Grachev.

– by OOO MOBITEL owning 6.55% of the voting stock of OJSC Rostelecom as of February 28, 2012 (date of the proposal) to nominate: 16. Anton Inshutin; 17. Alexander Provotorov.

– by Evgeny Yurchenko, OOO Euro-trade, LINDSELL ENTERPRISES LIMITED owning 2.24% of the voting stock of OJSC Rostelecom as of February 27, 2012 (date of the proposal) to nominate: 18. Evgeny Yurchenko; 19. Victor Savchenko; 20. Anton Kolpakov; 21. Andrey Morozov; 22. Dmitry Levkovsky. – by OJSC Gazprom owning 9.66% of the voting stock of OJSC Rostelecom as of February 29, 2012 (date of the proposal) to nominate: 23. Sergey Azatyan; 24. Yury Bulatov; 25. Pavel Kuzmin; 26. Anatoly Miliukov; 27. Vladimir Rumyantsev.

Thus, the list of candidates to the Board of Directors includes the following individuals:

1) Sergey Azatyan, Managing Director of the Representative Office of MarCap Advisors Limited Mr. Azatyan was born in 1979. He graduated from the Institute of International Economic Relations of the Financial Academy under the Government of the Russian Federation in Moscow. The table below provides the list of offices Mr. Azatyan held in the recent 5 years and his current position: Period Organization Office 2007-2009 LLC Marshall Consulting Head of Investment Division

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Moscow Representative Office of MarCap 2009 - 2011 Managing Director Advisors Limited Moscow Representative Office of MarCap 2011 - current Managing Director Investments Group Limited

As of December 31, 2011, neither Mr. Azatyan, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Azatyan, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Azatyan – did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; – did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of was brought in and/or instituted against any such business.

2) Denis Afanasyev, Advisor to Minister, Ministry of Telecom and Mass Communications of the Russian Federation Mr. Afanasyev was born in 1978. In 2003 he graduated from the Moscow State Service University where hespecialized in law and obtained the qualification of a lawyer.

The table below provides the list of offices Mr. Afanasyev held in the recent 5 years and his current position: Period Organization Office Unit Head, Administrative Department of the Ministry of Ministry of Telecom and Mass 2008 - 2009 Telecom and Mass Communications of the Russian Federation Communications of the Russian Federation Advisor to Minister of Telecom and Ministry of Telecom and Mass 2009 - current Mass Communications of the Communications of the Russian Federation Russian Federation The Company is not informed of Mr. Afanasyev or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011 Mr. Afanasyev – did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; – did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

3) Vladimir Bondarik, General Director of Mr. Bondarik was born in 1957. In 1980 he graduated from the Moscow Institute of Physics and Technology where he specialized in radioelectronic devices and obtained the qualification of an engineer-physicist. The table below provides the list of offices Mr. Bondarik held in the recent 5 years and his current position:

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Period Organization Office Deputy General Director, 2005 – 2008 LLC RoilSystems Managing Director, General Director 2008 – 2009 LLC Roilcom General Director 2009 – current OJSC Rostelecom Member of the Board of Directors Deputy General Director, Member 2009 – 2011 OJSC Svyazinvest of the Management Board Advisor to Minister of Telecom and Ministry of Telecom and Mass Mass Communications of the 2009 – current Communications of the Russian Federation Russian Federation on a voluntary basis 2009 – 2011 OJSC Svyazintek Member of the Board of Directors 2010 – 2011 OJSC RTcomm.RU Member of the Board of Directors 2010 – 2011 OJSC Rostelecom Chairman of the Board of Directors 2010 – current OJSC Vitanet Chairman of the Board of Directors General Director, Chairman of the 2011 - current OJSC Giprosvyaz Management Board

As of December 31, 2011, neither Mr. Bondarik, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Bondarik, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Bondarik: – did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; – did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

4) Yury Bulatov, Head of Moscow Representative Office of MarCap Advisors Limited Mr. Bulatov was born in 1974. He graduated from Karachaevo-Cherkessks Technological Institute and obtained the qualification of an accountant and auditor. The table below provides the list of offices Mr. Bulatov held in the recent 5 years and his current position: Period Organization Office 2006 - 2007 CJSC National Financial Group Finance Director, General Director 2008 - 2008 LLC Managing Company MIAN Deputy General Director 2008 - 2008 CJSC Kopernik Investments General Director Moscow Representative Office of MarCap Finance Director, Head of 2009 - current Investments Group Limited Representative Office As of December 31, 2011, neither Mr. Bulatov, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Bulatov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Bulatov:

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– did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; – did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

5) Pavel Grachev, Head of Representative Office of the Joint-Stock Limited Liability Company ALPINACAPITAL A.C.L. LIMITED (Republic of Cyprus) in Moscow Mr. Grachev was born in 1973. in 1998 he graduated from St. Petersburg State University with a degree in Law and from the University in the city of Trieste (Italy). The table below provides the list of offices Mr. Grachev held in the recent 5 years and his current position: Period Organization Office 2006 - 2008 OJSC Polimetall Member of the Board of Directors 2006 - 2008 LLC NAFTA MOSCOW Director of Legal Department Representative Office of the Limited Liability 2008 - 2011 Company NAFTA MOSCOW (CYRUS) Managing Director LIMITED, Moscow 2009 - 2011 OJSC Polyus Zoloto Member of the Board of Directors 2010 - current ОJSC Uralkaliy Member of the Board of Directors General Director, President, 2010 - 2011 ОJSC Uralkaliy Chairman of the Management Board 2010 - 2011 CJSC Belarus Kaliy Company Member of the Supervisory Board 2010 - 2011 PIK Group of Companies Chairman of the Board of Directors Representative Office of the Joint-Stock 2011- current Limited Liability Company ALPINACAPITAL Head of the Representative Office A.C.L. LIMITED (Republic of Cyprus), Moscow

The Company is not informed of Mr. Grachev or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Grachev: – did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; – did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

6) Anton Zlatopolsky, Director of “Russia” State Television Mr. Zlatopolsky was born in Moscow in 1966. In 1988 he graduated from Lomonosov Moscow State University with a degree in Law, Cand.Sc., Law. The table below provides the list of offices Mr. Zlatopolsky held in the recent 5 years and his current position: Period Organization Office 2000 – current FGUP VGTRK, “Russia” State Television Director 2011 -- current OJSC Rostelecom Member of the Board of Directors

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As of December 31, 2011, neither Mr. Zlatopolsky, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Zlatopolsky, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Zlatopolsky: - did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; - did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

7) Anton Inshutin – Managing Partner of Inventure Partners Mr. Inshutin was born in 1974. In 1996 he graduated from the Academy of National Economy under the Government of the Russian Federation with a degree in "financial management". Period Organization Office CJSC “United Financial Group” / Deutsche Executive Director, TMT, Russia & 2002 – 2007 Bank CIS 2007 - 2012 Morgan Stanley Executive Director, TMT, Russia & CIS 2012 - current Inventure Partners Managing Partner

As of December 31, 2011, neither Mr. Inshutin, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Inshutin, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Inshutin: - did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; - did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

8) Anton Kolpakov, Executive Director of СJSC Financial Assets Managing Company Mr. Kolpakov was born in 1971. In 1994 he graduated from the St. Petersburg Academy of Airspace Instrumentation where he specialized in measuring instruments and measuring and computing complexes. In the same year he graduated from the Russian Institute of Industrial Property and Innovations with a degree in patenting, and in 2002 - from the St. Petersburg Institute of Management. The table below provides the list of offices Mr. Kolpakov held in the recent 5 years and his current position: Period Organization Office General Director - Director for 2005 – 2007 OJSC Business Development 2007 - 2009 OJSC Dalsvyaz General Director 2009 - 2010 OJSC Rostelecom General Director

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Period Organization Office 2011 - current CJSC Financial Assets Managing Company Executive Director As of December 31, 2011, Mr. Kolpakov and his family had 0.00325% interest in charter capital and 0.00351% interest in ordinary shares of the Company. Neither Mr. Kolpakov, nor his family had any interest in the charter capital of entities affiliated with the Company including the charter capital of any Rostelecom subsidiaries or dependent companies. During 2011 Mr. Kolpakov and his family performed transactions with the Company securities in the amount of 350,000 ordinary shares of the Company. Neither Mr. Kolpakov, nor his family had made any deals with securities of the Company affiliates, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Kolpakov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

9) Yury Kudimov, General Director of LLC VEB Capital Mr. Kudimov was born in 1953. In 1979 he graduated from Lomonosov Moscow State University where he specialized in journalism. In 1998 Mr. Kudimov graduated from Dowling College (USA) where he specialized in banking and international financial systems and obtained a master’s degree. The table below provides the list of offices Mr. Kudimov held in the recent 5 years and his current position: Period Organization Office President, Chairman of the 2005 – 2008 OJSC National Reserve Bank Management Board 2006 – current CJSC BaltAvtoPoisk Member of the Board of Directors 2008 – 2009 OJSC National Reserve Bank Chairman of the Board of Directors 2010 – current LLC VEB Capital General Director 2010 – current OJSC Rostelecom Member of the Board of Directors 2011 – current OJSC Svyazinvest Member of the Board of Directors

As of December 31, 2011, neither Mr. Kudimov, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Kudimov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Kudimov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

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10) Sergei Kuznetsov, member of the Independent Directors’ National Register of the Russian Union of Industrialists and Entrepreneurs Mr. Kuznetsov was born in 1953. He graduated from North-West Polytechnics Institute where he specialized in computer technologies. Mr. Kuznetsov was trained at Columbia University and completed a course in business administration at Fuqua Business School at Duke University (USA) The table below provides the list of offices Mr. Kuznetsov held in the recent 5 years and his current position: Period Organization Office First Deputy General Director, 2004 – 2006 OJSC Svyazinvest Member of the Management Board 2004 – 2006 OJSC Telecominvest Member of the Board of Directors OJSC Southern Telecommunications 2005 – 2006 Chairman of the Board of Directors Company 2005 – 2006 OJSC Central Telegraph Chairman of the Board of Directors 2005 – 2006 OJSC Chairman of the Board of Directors 2005 – 2006 OJSC Dalsvyaz Chairman of the Board of Directors 2005 – 2006 OJSC Uralsvyazinform Chairman of the Board of Directors 2005 – 2006 OJSC VolgaTelecom Member of the Board of Directors 2005 – 2009 OJSC Rostelecom Member of the Board of Directors 2005 – 2009 OJSC CenterTelecom Member of the Board of Directors 2006 – 2009 OJSC VolgaTelecom Chairman of the Board of Directors 2006 – 2009 OJSC SibirTelecom Member of the Board of Directors 2007 – 2010 CJSC BaltAvtoPoisk Chairman of the Board of Directors Russian Union of Industrialists and Member of the Independent 2007– current Entrepreneurs Directors’ National Register 2009 – 2010 OJSC Rostelecom Member of the Board of Directors 2011 – current OJSC Rostelecom Member of the Board of Directors As of December 31, 2011, neither Mr. Kuznetsov, nor his family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Kuznetsov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Kuznetsov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

11) Pavel Kuzmin, Director of the Legal Service of the Moscow Representative Office of MarCap Advisors Limited As of December 31, 2011, neither Mr. Kuzmin, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Kuzmin: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company;

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has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

12) Denis Kulikov, Executive Director of the Investors' Rights Protection Association Mr. Kulikov was born in 1975. He graduated from the Moscow State Law Academy. The table below provides the list of offices Mr. Kulikov held in the recent 5 years and his current position Period Organization Office OJSC Southern Telecommunications 2004 - 2011 Member of the Board of Directors Company 2006 - 2008 OJSC OGK-5 Member of the Board of Directors 2007 - 2011 OJSC Moscow Unified Energy Company Member of the Board of Directors OJSC Interregional Distribution Grid Company 2007 - 2008 Member of the Board of Directors of the South 2007 - current OJSC OGK-2 Member of the Board of Directors 2007 - current Investors' Rights Protection Association Executive Director 2008 - 2011 OJSC North-West Telecom Member of the Board of Directors 2009 - 2011 OJSC Baikalwestcom Member of the Board of Directors 2009 - 2011 OJSC Unified Energy Company Member of the Board of Directors 2010 - 2011 OJSC Dalsvyaz Member of the Board of Directors 2010 - 2011 OJSC Uralsvyazinform Member of the Board of Directors 2010 - 2011 OJSC CenterTelecom Member of the Board of Directors 2010 - 2011 OJSC VolgaTelecom Member of the Board of Directors OJSC Interregional Distribution Grid Company 2010 - current Member of the Board of Directors of the South-West OJSC Interregional Distribution Grid Company 2010 - current Member of the Board of Directors of the Volga

The Company is not informed of Mr. Kulikov or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Kulikov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

13) Dmitry Levkovsky, Corporate Management Director of the Moscow Representative Office of NCH Advisors, Inc. (USA) The table below provides the list of offices Mr. Levkovsky held in the recent 5 years and his current position:

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Period Organization Office Member of the Board of Directors, Deputy Chairman of the Board of Directors, Member of the Audit Committee, Member of the 2003 - 2011 OJSC North-West Telecom Committee for Strategic Development, Chairman of the Nomination and Remuneration Committee Consultant, Head of the 2006 - current NCH Advisors, Moscow Representative Office Representative Office, Corporate Management Director

The Company is not informed of Mr. Levkovsky or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Levkovsky: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

14) Mikhail Leshchenko, Deputy General Director OJSC Svyazinvest Mr. Leshchenko was born in 1975. In 1997 he graduated from St. Petersburg State Economics and Finance Institute where he specialized in world economy and obtained a qualification of an Economist. The table below provides the list of offices Mr. Leshchenko held in the recent 5 years and his current position: Period Organization Office 2005 – 2008 Marshall Capital Partners Director of Investment Company Advisor to Minister of Ministry of Communications and Mass Media 2008 – current Communications and Mass Media of Russian Federation of Russian Federation 2009 - current OJSC Svyazinvest Deputy General Director The Company is not informed of Mr. Leshchenko or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Leshchenko: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

15) Anatoly Milyukov, Managing Vice President of Gazprombank Mr. Milyukov was born in 1972 in Moscow. In 1994 he graduated from Lomonosov Moscow State University, faculty of world economy. In 2001 Mr. Milyukov graduated from Harvard Business School (MBA). The table below provides the list of offices Mr. Milyukov held in the recent 5 years and his current position:

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Period Organization Office 2001 – 2006 Alfa-Capital Managing Company Chief Managing Director 2006 – current CJSC Gazprombank – Asset Management Member of the Board of Directors 2006 – current OJSC Gazprombank First Vice-President 2007 – current GBP Asset Management S.A. (Luxembourg) Member of the Board of Directors 2008 – current CJSC New Instrumental Solutions Member of the Board of Directors 2010 – 2011 OJSC Uralsvyzinform Member of the Board of Directors 2011 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2011– current OJSC Rostelecom Member of the Board of Directors 2011– current OJSC NTK Member of the Board of Directors

As of December 31, 2011, neither Mr. Milyukov, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Milyukov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Milyukov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

16) Andrey Morozov, Head of the Legal Department of the Moscow Representative Office of NCH Advisors, Inc. (USA) Mr. Morozov was born in 1978. The table below provides the list of offices Mr. Morozov held in the recent 5 years and his current position: Period Organization Office NCH Advisors, Inc. Moscow Representative 2005 - current Head of Legal Department Office Non-profit institution Investors' Rights 2005 - current Member of the Board of Directors Protection Association Member of the Board of Directors, Member of the Board of Directors Committee for Corporate 2006 - 2007 OJSC Volga Telecom Management, Chairman of the Board of Directors Personnel and Remuneration Committee Member of the Board of Directors 2007 - 2011 OJSC Volga Telecom Committee for Corporate Management Member of the Board of Directors 2007 - 2008 OJSC North-West Telecom Committee for Corporate Management Member of the Board of Directors 2007 - 2008 OJSC Uralsvyazinform Committee for Strategic Development 2008 - 2010 JSC Zavolzhsky motor plant Member of the Board of Directors

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Period Organization Office OJSC Moscow City Telephone Network Member of the Board of Directors 2008 - 2010 (MGTS) 2008 - 2010 OJSC Sibirtelecom Member of the Board of Directors 2008 - current OJSC Ulyanovsk Automobile Plant Member of the Board of Directors Member of the Board of Directors 2008 - 2011 OJSC Sibirtelecom Committee for Strategic Development Member of the Board of Directors 2010 - 2011 OJSC Sibirtelecom Committee for Corporate Management Member of the Board of Directors, Member of the Board of Directors 2010 - 2011 OJSC North-West Telecom Committee for Strategic Development Member of the Board of Directors 2010 - 2011 OJSC Uralsvyazinform Committee for Strategic Development 2010 - 2011 Member of the Board of Directors OJSC CenterTelecom Committee for Corporate Management 2010 - 2011 Member of the Board of Directors OJSC Dalsvyaz Committee for Strategic Planning Member of the Board of Directors OJSC Soutehern Telecommunications 2010 - 2011 Committee for Strategic Company Development

The Company is not informed of Mr. Morozov or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Morozov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

17) Alexander Pertsovsky, Management Board Chairman of Renaissance Capital in Russia Mr. Pertsovsky was born in 1968. In 1991 he graduated from the Moscow Institute of Radio engineering, Electronics and Automatics where he obtained the qualification of an engineer-mathematician. Mr. Pertsovsky also graduated from Columbia Business School, New York, where he made his studies according to the MBA Program. The table below provides the list of offices Mr. Pertsovsky held in the recent 5 years and his current position: Period Organization Office

2000 – current OJSC RTS Member of the Board of Directors

Chairman of the Management 2002 – current Renaissance Group Board Chairman of the Management 2002 – current Renaissance Capital Board 2011 – current OJSC Svyazinvest Member of the Board of Directors

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Period Organization Office 2011 – current OJSC Rostelecom Member of the Board of Directors

As of December 31, 2011, neither Mr. Pertsovsky, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Pertsovsky, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Pertsovsky: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

18) Alexander Provotorov, President of Rostelecom Mr. Provotorov was born in 1974. In 1996 he graduated from Lomonosov Moscow State University where he specialized in law and obtained the qualification of a lawyer. The table below provides the list of offices Mr. Provotorov held in the recent 5 years and his current position: Period Organization Office 2006 – 2008 LLC Marshall Capital General Director MarCap Advisors Limited, Moscow 2009 – 2009 Senior Managing Director Representative Office 2009 – 2009 CJSC PTT Member of the Board of Directors 2009 – 2010 OJSC MGTS Member of the Board of Directors 2009 – 2010 CJSC AKOS Chairman of the Board of Directors 2009 – 2010 OJSC Svyazinvest First Deputy General Director 2009 – 2010 CJSC NSS Chairman of the Board of Directors 2009 – 2011 OJSC CenterTelecom Member of the Board of Directors 2009 – 2011 OJSC Uralsvyazinform Member of the Board of Directors 2009 – 2011 OJSC North-West Telecom Member of the Board of Directors 2009 – current OJSC Svyazinvest Member of the Management Board 2009 – current OJSC Rostelecom Member of the Board of Directors 2009 – current OJSC Central Telegraph Member of the Board of Directors 2009 – current OJSC Rosinfocominvest Member of the Board of Directors 2009 – 2010 OJSC Giprosvyaz Chairman of the Board of Directors 2010 – 2011 CJSC AKOS Chairman of the Board of Directors 2010 – current Non-government pension fund Telecom-Soyuz Member of the Fund Council General Director, President, 2010 – current OJSC Rostelecom Chairman of the Management Board 2010 – 2011 CJSC NSS Member of the Board of Directors 2010 – current LLC MOBITEL Member of the Board of Directors 2011 - current OJSC Svyazinvest Member of the Board of Directors 2011 - current OJSC NTK Chairman of the Board of Directors

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2012 - current OJSC NTK General Director

As of December 31, 2011, neither Mr. Provotorov, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Provotorov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Provotorov: - did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; - did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

19) Ivan Rodionov, Professor of State University Higher School of Economics Mr. Rodionov was born in 1953. In 1978 he graduated from Lomonosov Moscow State University where he specialized in national economy planning and obtained the qualification of an Economist. The table below provides the list of offices Mr. Rodionov held in the recent 5 years and his current position: Period Organization Office 1997 – 2006 AIG-Brunswick Capital Management Managing Director 2000 – current OJSC IBS Group Holding Member of the Board of Directors 2001 – 2011 OJSC North-West Telecom Member of the Board of Directors Professor of the chair "Enterprise 2003 – current State University Higher School of Economics Economy and Finance" 2004 – 2006 AIG-Interros RCF Advisor Managing Director 2004 – current OJSC FosAgro Member of the Board of Directors 2005 – 2007 OJSC MGTS Member of the Board of Directors Member of the Board of Directors, 2005 – current OJSC Energo–Machine-building Alliance Chairman of the Board of Directors Professor of the chair "Finance and 2006 – current Russian State University of Humanities Credit" 2009 – 2011 OJSC Rostelecom Member of the Board of Directors 2009 – current OJSC Svyazinvest Member of the Board of Directors 2009 – current OJSC IC Rusinvest Member of the Board of Directors 2011 – current OJSC Rostelecom Chairman of the Board of Directors As of December 31, 2011, neither Mr. Rodionov, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Rodionov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Rodionov: - did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government;

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- did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

20) Vladimir Rumyantsev, Head of Media, Telecom and High Technologies Division, Department of Direct Investments, GasPromBank (OJSC) Mr. Rumyantsev was born in 1971. He graduated from State University where he specialized in Economic cybernetics and Econometrics The table below provides the list of offices Mr. Rumyantsev held in the recent 5 years and his current position: Period Organization Office 2006 – 2011 OJSC NetByNetHolding Member of the Board of Directors 2007 – 2008 CJSC Orglot Member of the Board of Directors 2007 – 2011 OJSC Morion Member of the Board of Directors 2008 – current OJSC National Communications Member of the Board of Directors 2009 – 2010 OJSC Southern Telecommunication Company Member of the Board of Directors 2009 – 2010 OJSC VolgaTelecom Member of the Board of Directors 2011 - current OJSC Rosinfocominvest Member of the Board of Directors 2011 - current CJSC Speech Technology Center Member of the Board of Directors 2011 - current CJSC Aprel (VEB-Media) Member of the Board of Directors The Company is not informed of Mr. Rumyantsev or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011 Mr. Rumyantsev did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of the Russian Federation was brought in and/or instituted against any such business.

21) Viktor Savchenko, Executive Director, CJSC Managing Company "Financial assets" Mr. Savchenko was born in 1960. In 1986 he graduated from Lomonosov Moscow State University with a degree in Law. The table below provides the list of offices Mr. Savchenko held in the recent 5 years and his current position: Period Organization Office 2007 – 2010 OJSC MGTS Member of the Board of Directors Executive Director, Director of Corporate Governance and Legal 2007 – 2010 OJSC Svyazinvest Department, Deputy general Director, Member of the Management Board Member of the Board of Directors, Member of the Corporate 2007 - 2010 OJSC CenterTelecom Governance Commission, Member of the Audit Board Member of the Board of Directors, 2007 - 2010 OJSC VolgaTelecom Member of the Corporate Governance Commission,

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Member of the Audit Board 2008 – 2010 OJSC RTcomm.RU Member of the Management Board 2008 – 2010 OJSC Eniseitelecom Member of the Board of Directors

2009 – 2010 OJSC Dagsvyazinform Member of the Board of Directors

2009 – 2010 OJSC Rostelecom Member of the Board of Directors

As of December 31, 2011, Mr. Savchenko had 0.00004% interest in charter capital and 0.00004% interest in ordinary shares of the Company. In 2011, Mr. Savchenko made transactions with 366,000 ordinary shares of the Company. As of December 31, 2011 Mr. Savchenko did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of the Russian Federation was brought in and/or instituted against any such business.

22) Vadim Semenov, General Director of Svyazinvest Mr. Semenov was born in 1965 in Leningrad. In 1987 he graduated from the St. Petersburg A.A. Zhdanov State University with a degree in Law. The table below provides the list of offices Mr. Semenov held in the recent 5 years and his current position: Period Organization Office Head of Legal section, Head of legal Department, Director for 2003 – 2009 OJSC MegaFon Legal Affairs, Deputy Director for Legal Affairs Deputy General Director for Legal 2009 – 2009 OJSC Gazprom, Subsidiary ElectroGaz Affairs and Corporate Relations Advisor to General Director, Deputy General Director for 2009 – 2010 OJSC Rostelecom Corporate Development, Vice President for Legal Affairs and Corporate Development 2009 – 2011 OJSC Rostelecom Member of the Management Board 2010 – 2011 CJSC Westelcom Member of the Board of Directors 2010 – 2011 CJSC GlobalTel Member of the Board of Directors 2010 – current CJSC INCOM Chairman of the Board of Directors 2010 – current Malachite Resort Member of the Board of Directors General Director, Chairman of the 2010 – current OJSC Svyazinvest management Board 2010 – current CJSC Sky Link Chairman of the Board of Directors 2011 – current OJSC MMTS-9 Chairman of the Board of Directors 2011 – 2011 OJSC Central Telegraph Chairman of the Board of Directors 2011 – 2011 CJSC DeltaTelecom Chairman of the Board of Directors 2011 - 2011 OJSC MSS Chairman of the Board of Directors 2011 – 2011 OJSC CenterTelecom Chairman of the Board of Directors 2011 - 2011 OJSC North-West Telecom Chairman of the Board of Directors

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2011 – 2011 OJSC Southern Telecommunication Company Chairman of the Board of Directors 2011 – 2011 OJSC SibirTelecom Chairman of the Board of Directors 2011 – 2011 OJSC Uralsvyazinform Chairman of the Board of Directors 2011 – 2011 OJSC Dalsvyaz Chairman of the Board of Directors 2011 – 2011 OJSC VolgaTelecom Chairman of the Board of Directors 2011 – 2011 OJSC RTcomm.RU Member of the Board of Directors 2011 - 2011 CJSC NSS Member of the Board of Directors 2010 - current Non-State pension fund Telecom-Soyuz Member of the Board of the Fund 2011 - current OJSC Svyazinvest, OJSC Bashinformsvyaz Member of the Board of Directors 2011 - current OJSC Rostelecom Member of the Management Board 2011 – current CJSC Giprosvyaz Chairman of the Board of Directors

As of December 31, 2011, neither Mr. Semenov, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Semenov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Semenov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

23) Anatoly Tikhonov, Management Board member - First Deputy Chairman of Vnesheconombank Mr. Tikhonov was born in 1969. In 1995 he graduated from Lomonosov Moscow State University where he specialized in jurisprudence; qualification – lawyer, lecturer in law. The table below provides the list of offices Mr. Tikhonov held in the recent 5 years and his current position: Period Organization Office Deputy Governor – Head of 2003 – 2008 Administration of Krasnoyarsk Region External Relations and Investments Policy Department OJSC Corporation for Krasnoyarsk Region 2006 – 2008 Member of the Board of Directors Development Deputy Governor –Deputy 2008 – 2008 Government of Krasnoyarsk Region Chairman of Government OJSC Corporation for Region 2008 – 2009 Member of the Board of Directors Development State Corporation Bank for Development and Member of the Management Board 2008 – current Foreign Economic Affairs (Vnesheconombank) – Senior Deputy Chairman 2009 – current United Company RUSAL Limited Member of the Board of Directors 2009 – current OJSC Sheremetyevo International Airport Member of the Board of Directors 2009 – current LLC VEB-Engineering Member of the Board of Directors 2009 – current CJSC ALROSA Member of the Supervisory Board 2009 – current OJSC Svyaz-Bank Chairman of the Board of Directors 2010 – current OJSC Rostelecom Member of the Board of Directors

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OJSC Corporation for Northern-Caucasus 2010 – current Member of the Board of Directors Development

As of December 31, 2011, neither Mr. Tikhonov, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Tikhonov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Tikhonov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

24) Yevgeny Yurchenko, President of CJSC Managing Company “Financial Assets” Mr. Yurchenko was born in 1968. In 1992 he graduated from State University with a degree in radiophysics and electronics and in 1994 he graduated from Voronezh State University, economic faculty. The table below provides the list of offices Mr. Yurchenko held in the recent 5 years and his current position: Period Organization Office Deputy General Director for 2005 – 2007 OJSC Comstar-UTS Investments and Regional Development OJSC Tumenneftegazsvyaz, CJSC 2005 – 2007 Chairman of the Board of Directors Konversia-Svyaz, LLC TC Overta Sberbank, CentralChernozemny Bank, 2007 – 2009 Managing Director Tambov branch General Director, Member of the 2009 – 2010 OJSC Svyazinvest Management Board OJSC Rostelecom, OJSC North-West Telecom, OJSC VolgaTelecom, OJSC 2009 – 2010 Chairman of the Board of Directors Southern Telecommunication Company, OJSC Uralsvyazinform, OJSC Central Telegraph 2009 – 2010 OJSC MGTS Member of the Board of Directors OJSC CenterTelecom, OJSC Dalsvyaz, OJSC 2009 – 2011 Sibirnelecom, OJSC Uralsvyazinform, OJSC Chairman of the Board of Directors Central Telegraph 2009 - current Non-State pension fund Telecom-Soyuz Member of the Board of the Fund 2010 – 2011 OJSC Rostelecom Member of the Board of Directors As of December 31, 2011, Mr. Yurchenko had 0.73616% interest in charter capital and 0.79690% interest in ordinary shares of the Company. As of December 31, 2011, Mr. Yurchenko and his family had made deals with securities of the Company or securities of some entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Yurchenko: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company;

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has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

Item 5: Election of the Audit Commission of the Company.

The following proposals nominating candidates for the Audit Commission were submitted to the Company’s Board of Directors in accordance with the timeframe specified by applicable laws of the Russian Federation: – by OJSC Svyazinvest owning the total of 47,37% of the voting stock of OJSC Rostelecom as of February, 29 2012 (date of the proposal) to nominate: 1. Svetlana Bocharova; 2. Valentina Veremyanina; 3. Bogdan Golubitsky; 4. Olga Koroleva. – by State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” owning 2,45% of the voting stock of OJSC Rostelecom as of February, 29 2012 (date of the proposal) to nominate 5. Vyacheslav Ulupov;

– by Red Hand Investments Limited and Stotter Limited owning 2,84% of the voting stock of OJSC Rostelecom as of January, 20 2011 (date of the proposal) to nominate: – 6. Alexander Shevchuk – by the Russian Federation represented by the Federal Agency for State Property Management owning 7,43% of the voting stock of OJSC Rostelecom as of January, 27, 2011 (date of the proposal) to nominate: 7. Andrey Kurochkin; 8. Irina Zelentsova

– by Yevgeny Yurchenko, Lindsell Enterprises Limited owning 2,24% of the voting stock of OJSC Rostelecom as of February, 27, 2012 (date of the proposal) to nominate: – 9. Oleg Ashurkov – 10. Sergey Boltenkov All candidates agreed to be nominated.

Thus, the list of candidates to the Audit Commission includes the following individuals:

1) Oleg Ashurkov, General Director of CJSC Law Firm Advokat Mr. Ashurkov was born in 1965. In 1996 he graduated from Moscow State Law Academy where he specialized in jurisprudence. In 1997 he graduated from the Institute of Finance and banking Technologies where he obtained a qualification economist. The table below provides the list of offices Mr. Ashurkov held in the recent 5 years and his current position: Period Organization Office 2006 – current CJSC Law Firm Advokat General Director Regional social organization Moscow Region 2008 – 2010 Chairman of presidium Consumer Rights Protection Society 2008 - 2011 State Duma of the Russian Federation Assistant to deputy All-Russian social movement to defend the 2009 - 2010 rights and legitimate interest of consumers Chairman of the Central Council Association of consumers of Russia

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2010 - current The Public Chamber of the Russian Federation Consultancy expert Interregional social organization of consumers 2010 - current President Open association Interregional social organization for assistance 2010 - current to establish legal state and civil society Social Chairman Committee of Civil Control Social community board at the Federal Member of the social community 2012 - current Transport Supervision Service board

The Company is not informed of Mr. Ashurkov or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Ashurkov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

2) Sergey Boltenkov, Legal Director of CJSC Managing Company “Financial assets” Mr. Boltenkov was born in 1978. Graduated from Moscow State Industrial University where he specialized in jurisprudence. The table below provides the list of offices Mr. Boltenkov held in the recent 5 years and his current position: Period Organization Office 2006 – 2008 CJSC Glonass Management Company Head of legal section 2008 – 2011 OJSC Svyainvest Chief expert 2009 - 2010 OJSC Dagsvyazinform Member of the audit commission 2010 - 2011 OJSC Giprosvyaz Member of the audit commission 2011 - 2012 CJSC Managing Company Financial assets Legal Director 2012 - current CJSC Managing Company Financial assets General Director

The Company is not informed of Mr. Boltenkov or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Boltenkov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

3) Svetlana Bocharova, Head of Division of Accounting, Tax and Statistics Department of OJSC Svyazinvest Ms. Bocharova was born in 1970. She graduated from the Moscow State University with qualification of a lawyer. She holds a Candidate’s degree in Law. The table below provides the list of offices Ms. Bocharova held in the recent 5 years and her current position:

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Period Organization Office Deputy Chief accountant (late 2011). Head of Tax Division of 2003 – current OJSC Svyazinvest Accounting, Tax and Statistics Department 2004 – 2006 OJSC Uralsvyazinform Member of the Audit Commission 2005 – 2006 OJSC CenterTelecom Member of the Audit Commission 2005 – 2007 OJSC Svyazintech, CJSC PenzaMobile Member of the Audit Commission 2006 – 2007 OJSC Rostelecom Member of the Audit Commission 2006 – 2007 CJSC Samara Telecom Member of the Audit Commission 2006 – 2007 CJSC MTS NTT Member of the Audit Commission 2006 – 2007 LLC BIT Member of the Audit Commission 2006 – 2008 OJSC Uralsvyazinform Chairman of the Audit Commission 2006 – 2008 OJSC Dalsvyaz Member of the Audit Commission 2007 - 2008 OJSC NSS Chairman of the Audit Commission 2007 – 2009 OJSC North-West Telecom Chairman of the Audit Commission 2008 – 2011 OJSC VolgaTelecom Member of the Audit Commission 2008 – current OJSC Rostelecom Member of the Audit Commission 2009 - 2010 OJSC North-West Telecom Member of the Audit Commission 2009 – 2011 OJSC North-West Telecom Chairman of the Audit Commission 2011 - 2011 CJSC Severen-Telecom Member of the Audit Commission 2011 - current OJSC Central Telegraph Member of the Audit Commission 2011 - current CJSC Telecom Member of the Audit Commission As of December 31, 2011, neither Ms. Bocharova, nor her family had interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Ms. Bocharova, nor her family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Ms. Bocharova: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any.

4) Valentina Veremyanina, Executive Director – Director of Corporate Governance and Legal Department of Svyazinvest Ms. Veremyanina was born in 1966. She graduated from Voronezh State University, faculty of Law. The table below provides the list of offices Ms. Veremyanina held in the recent 5 years and her current position: Period Organization Office OJSC Southern Telecommunications 2005 – 2007 Member of the Board of Directors Company Executive Director - Director of 2006 – current OJSC Svyazinvest Corporate Governance and Legal Department, Deputy Director of

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Period Organization Office OJSC Southern Telecommunications 2005 – 2007 Member of the Board of Directors Company Corporate Governance and Legal Department 2007 – 2010 OJSC Dalsvyaz Member of the Audit Commission OJSC Southern Telecommunications 2008 – 2011 Member of the Board of Directors Company 2008 – 2011 OJSC Uralsvyazinform Member of the Audit Commission 2009 - 2011 CJSC NSS Member of the Board of Directors 2009 – 2011 CJSC Eniseitelecom Member of the Board of Directors 2009 – current OJSC Svyazinvest Member of the Management Board 2010 – 2011 OJSC North-West Telecom Member of the Board of Directors 2011 - current OJSC Rostelecom Member of the Audit Commission 2011 - current OJSC ORK Member of the Board of Directors 2011 - 2011 CJSC MTS NTT Member of the Board of Directors 2011 - 2011 OJSC OK Orbita Member of the Board of Directors 2011 - 2011 CJSC RPK Svyazist Member of the Board of Directors 2001 - current OJSC Giprosvyaz Member of the Board of Directors 2011 - current OJSC Central Telegraph Member of the Board of Directors 2011 - current CJSC Sky Link Member of the Board of Directors As of December 31, 2011, neither Ms. Veremyanina, nor her family had any interest in the charter capital of the Company or in the charter capital any of its subsidiaries or dependent companies. As of December 31, 2011, neither Ms. Veremyanina, nor her family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Ms. Veremyanina: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

5) Bogdan Golubitsky, Executive Director – Director of Economic Planning and Budgeting Department of Svyazinvest Mr. Golubitsky was born in 1979. In 2000 he graduated from Moscow Technical University of Communications and Informatics with a degree in economics and company management (communications) with qualification economic manager. The table below provides the list of offices Mr. Golubitsky held in the recent 5 years and his current position: Period Organization Office Executive Director, Director of Economics and Finance department (late 2011), Executive 2000 – current OJSC Svyazinvest Director, Director of Planning and Budgeting, Department Director of Planning and Budgeting Department (before 2008 –

22 INFORMATION ON THE AGENDA

Specialist, Senior Specialist, Chief Specialist, Head of Division, Deputy Director of department) 2005 – 2006 CJSC Urals Telephone Company Member of the Audit Commission 2005 – 2007 OJSC VolgaTelecom Member of the Audit Commission 2005 – 2008 OJSC Uralsvyazinform Member of the Audit Commission 2006 – 2007 CJSC NSS Member of the Audit Commission 2006 – 2007 OJSC Giprosvyaz Member of the Board of Directors 2007 – 2009 OJSC Central Telegraph Member of the Board of Directors 2008 – 2009 OJSC Dalsvyaz Member of the Board of Directors 2008 – 2009 OJSC Southern Telecommunication Company Chairman of the Audit Commission 2009 – 2009 OJSC Dalsvyaz Chairman of the Board of Directors 2009 – 2011 OJSC RTcomm.RU Member of the Board of Directors 2009 – 2011 OJSC SibirTelecom Member of the Board of Directors 2009 – current OJSC Rostelecom Member of the Audit Commission 2010 – current CJSC Sky Link Member of the Board of Directors 2010 - current CJSC Ural telephone company Member of the Board of Directors 2010 – current OJSC Svyazinvest Member of the Management Board 2011 - current OJSC Giprosvyaz Member of the Board of Directors 2011 - current CJSC Zebra Telecom Member of the Board of Directors 2011 - current CJSC Parma-Inform Member of the Board of Directors 2011 - 2011 CJSC BIT Member of the Board of Directors Non-Commercial partnership “The Russian 2011 - current Member of the Management Board Telecom Club” Fund "Russian Telecommunications History 2011 - current Member of the Management Board Foundation" As of December 31, 2011, Mr. Golubitsky had 0.00326% interest in charter capital and 0.00217% interest in ordinary shares of the Company. As of December 31, 2011, neither Mr. Golubitsky, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Golubitsky: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

6) Irina Zelentsova, Assistant Head of Department, Federal Agency for State Property Management Ms. Zelentsova was born in 1979. In 2002 she graduated from S.-Petersburg State University of Finance and Economics with a qualification economic manager. The table below provides the list of offices Ms. Zelentsova held in the recent 5 years and his current position:

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Period Organization Office State Unitary Enterprise “Municipal 2006 – 2006 administration for stock-taking and assessment Head of economic planning section of property” 2007 – 2007 Federal Agency for State Property Consultant for industrial and Management construction property Assistant head of department of Federal Agency for State Property commercial sector property 2008 – 2008 Management organizations of Federal Property Management Agency Assistant head of department for organizations of civil aviation and Federal Agency for State Property communications, Administration of 2008 – current Management infrastructural sectors and organizations of military industrial sector As of December 31, 2011, neither Ms. Zelentsova, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Ms. Zelentsova, nor her family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Zelentsova: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

7) Olga Koroleva, Chief Accountant of Svyazinvest Ms. Koroleva was born in 1950. She graduated from Tomsk State University where she specialized in economy. She holds a candidate degree in Economic sciences. In 1985 she got a post-graduate education at All-USSR Extramural Financial and Economic Institute. The table below provides the list of offices Ms. Koroleva held in the recent 5 years and her current position: Period Organization Office 2005 – 2006 OJSC Giprosvyaz Head of the Audit Commission 2005 – 2006 CJSC MTs NTT Head of the Audit Commission 2005 – 2006 OJSC Uralsvyazinform Head of the Audit Commission 2005 – 2007 OJSC Central Telegraph Head of the Audit Commission 2005 – 2011 OJSC VolgaTelecom Head of the Audit Commission 2005 – 2011 OJSC Dalsvyaz Head of the Audit Commission 2005 - current OJSC Svyazinvest Chief Accountant 2006 – 2007 CJSC BaikalWestCom Head of the Audit Commission 2006 – 2011 OJSC CenterTelecom Head of the Audit Commission 2006 – 2011 OJSC SibirTelecom Head of the Audit Commission 2006 – 2011 OJSC Uralsvyazinform Member of the Board of Directors 2006 – current OJSC Rostelecom Head of the Audit Commission 2007 – 2008 CJSC Eniseitelecom Member of the Audit Commission

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2007 – 2009 OJSC North-West Telecom Member of the Board of Directors 2009 – 2009 OJSC North-West Telecom Chairman of the Board of Directors 2009 - 2010 OJSC North-West Telecom Chairman of the Audit Commission 2011 - current OJSC Giprosvyaz Member of the Board of Directors 2011 - current OJSC Central Telegraph Chairman of the Audit Commission As of December 31, 2011, Ms. Koroleva had 0.00019% interest in charter capital and 0.00020% interest in ordinary shares of the Company. As of December 31, 2011, neither Ms. Koroleva, nor her family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Ms. Koroleva: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

8) Andrey Kurochkin, Department Head of an Office of the Federal Agency for State Property Management Mr. Kurochkin was born in 1970. In 1993 he graduated from the Moscow Energy Institute (Order of Lenin and Order of October Revolution) The table below provides the list of offices Mr. Kurochkin held in the recent 5 years and her current position: Period Organization Office Senior Expert, Chief Expert, Area Office of the Federal Agency for State 2005 – 2009 Assistant Head of Department of Property Management the Corporate Division Assistant Head of Department of Civil Aviation and Communication Federal Agency for State Property 2009 – 2011 Entities of the Infrastructure Management Branches and Defense Establishments Division Head of Department of Civil Aviation and Communication Federal Agency for State Property 2011 – current Entities of the Infrastructure Management Branches and Defense Establishments Division As of December 31, 2011, neither Mr. Kurochkin, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Kurochkin, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Kurochkin: - did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government;

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- did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

9) Vyacheslav Ulupov, Director of Internal Controls Department of Vnesheconombank Mr. Ulupov was born in 1952. In 1979 he graduated from Lomonosov Moscow State University with a degree in Economics, a teacher of Political Economy, Ph.D. in Economics The table below provides the list of offices Mr. Ulupov held in the recent 5 years and his current position: Period Organization Office Head of Internal Control and Audit 2003 – 2007 USSR Vnesheconombank Department State Corporation "Bank for Development and Head of Vnesheconombank 2007 – current Foreign Economic Affairs (Vnesheconombank)" Internal Control Service 2010 – current OJSC Rostelecom Member of the Audit Commission As of December 31, 2011, neither Mr. Ulupov, nor his family had any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, neither Mr. Ulupov, nor his family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As of December 31, 2011, Mr. Ulupov: did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

10) Alexander Shevchuk, Deputy Executive Director of the Investors' Rights Protection Association Mr. Shevchuk was born in 1983. Mr. Shevchuk graduated from the Financial Academy under the Government of the Russian Federation The table below provides the list of offices Mr. Shevchuk held in the recent 5 years and his current position: Period Organization Office 2006 – 2011 OOJSC Dalsvyaz Member of the Board of Directors 2007 – 2008 OOJSC CenterTelecom Member of the Board of Directors 2007 – 2009 OJSC MRSK North Caucasus Member of the Board of Directors 2007 - current Investors' Rights Protection Association Deputy Executive Director 2009 - 2011 CJSC NSS Member of the Board of Directors 2010 - 2011 OJSC CenterTelecom Member of the Board of Directors OJSC Southern Telecommunications Member of the Board of Directors 2010 - 2011 Company 2010 - 2011 OJSC Sibirtelecom Member of the Board of Directors 2011 - сurrent OJSC MRSK of South Member of the Board of Directors 2011 - сurrent OJSC MRSK Center Member of the Board of Directors

The Company is not informed of Mr. Shebchuk or his family interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As of December 31, 2011, Mr. Shevchuk:

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did not have any blood relatives among other persons that are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; has not been brought to book on administrative charges for any offence in the area of finance, taxes and levies, securities market, or on criminal charges (clean record) for any offence in the sphere of economy or for crimes against government; did not hold any positions on executive bodies of any businesses in the period when any action for bankruptcy or/and any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

Item 6: Approval of the Company’s auditor. In accordance with the Work Plan of the Audit Committee under the Board of Directors of OJSC Rostelecom for 2012 the Company’s executives performed a review of international audit companies in order to select the auditor to audit 2012 financial and accounting statements. The review was based on the following requirements to be met by audit companies: 1. The Auditor of the Company shall be a legal entity registered in accordance with the laws of the Russian Federation; 2. The Auditor shall be a member of a self-regulatory organization of auditors and recorded in the register of auditors and audit companies of this self-regulatory organization; 3. Proven experience in auditing telecommunications companies; 4. Ability to allocate adequate resources to do the job within a specified timeframe; 5. The audit team should include specialists having international accounting and finance certificates (АССА, СРА, CISA, etc.). Moreover, the Company added some requirements regarding the volume and timeline of the services to be provided by audit companies. In the course of the review no factors affecting independence of such audit firms were found, including existence of any material interests linking such audit firms or their officers with the Company: – Auditors have no ownership interests in the Company’s share capital; – The Company does not lend to the audit firm; – There are no close business links (such as auditor’s involvement in promotion of the Company’s products (services), auditor’s participation in joint business activities, etc.) between the auditor and the Company; – Rostelecom’s officers do not concurrently hold any offices with the auditors. Upon the bids submitted by audit firms, the Company’s senior executives held meetings with representatives of each audit firm and presented preliminary results of negotiations with the auditors to the Audit Committee under the Board of Directors and the Board of Directors. The Board of Directors and the Audit Committee under the Board of Directors examined results of the review for selection of the candidate to be appointed as the Company’s auditor to audit financial statements for 2011, and on the basis of the audit firms’ offers regarding material requirements for the analysis, propose that the Annual General Meeting of Shareholders on the results of 2011 should approve ZAO KPMG as the Company’s auditor for 2012.

Item 7: Approval of a new version of the Charter of the Company.

Draft new version of the Charter is attached hereto as Appendix 3.

Item 8: Approval of a new version of the Regulations on the Board of Directors of the Company.

Draft new version of the Regulations on the Board of Directors is attached hereto as Appendix 4.

Item 8: Approval of a new version of the Regulations on the Audit Commission of the Company.

Draft new version of the Regulations on the Audit Commission is attached hereto as Appendix 5.

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Item 9: Compensation to members of the Board of Directors (Supervisory Board) who are not public officials, for their duties as members of the Company’s Board of Directors in the amount determined by the internal documents of the Company.

The Board of Directors proposes to the General Shareholders’ Meeting: 1. To approve quarterly remuneration to each member of the Board of Directors of the Company who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting upon the results of the year 2011 until the next Annual General Shareholders' meeting in the amount specified in the Regulations on the Board of Directors of the Company. 2. To approve annual remuneration for the whole Board of Directors and specifically persons who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting upon the results of the year 2011 until the next General Shareholders' meeting, in the amount of 0.13% of OIBDA calculated based on annual consolidated financial statements for 2012 prepared according to IFRS. 3. To approve additional remuneration to members of the Company Board of Directors elected by a decision of the Annual General Shareholders' meeting that took place on January 22, 2011 (Minutes # 1 of January 26, 2011) equal to the income that might be received by respective members of the Company Board of Directors due to participation in the Program of long-term motivation of Rostelecom personnel including approved Amendments # 2 and # 3 thereto on conditions specified in the said Program by way of transferring by the Company of RUB 1,800,000,000.00 to the closed-end investment hedge-fund Gazprombank - Telekommunikatsii plus to ensure a possibility for a member of the Board of Directors to purchase Company shares in the amount specified in relative information letters at the price of RUB 87.60 per share.

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DRAFT RESOLUTIONS ON ITEMS OF ROSTELECOM ANNUAL GENERAL SHAREHOLDERS’ MEETING UPON 2011 RESULTS

Item 1: “To approve the annual report of OJSC Rostelecom upon the results of the year 2011.”

Item 2: “To approve the annual financial statements, including profit and loss statements (loss and profit accounts) of OJSC Rostelecom for 2011 fiscal year.”

Item 3: "To distribute the Company profits upon the results of the year 2011 as follows: . RUB 17,599,481 thousand or 54.05% of 2011 net profits to increase the Company’s equity; . RUB 14,961,559 thousand or 45.95% of 2011 net profits to be distributed as dividend on the Company shares for the year 2011, including: – to pay dividend for type A preferred shares of the Company for the year 2011 in amount of RUB 4.6959 per share; – to pay dividend for ordinary shares of the Company for the year 2011 in monetary form in amount of RUB 4.6959 per share; To specify that payment of dividend to persons included in the list of persons as of April 28, 2012 entitled to receive dividend shall be performed in a manner that agrees with information on the way of receiving dividend supplied to the Company Registrar by registered persons.

Item 4: “To elect the following individuals on the Board of Directors*:

1. Denis Afanasyev; 2. Vladimir Bondarik; 3. Anton Zlatopolsky; 4. Sergei Kuznetsov; 5. Mikhail Leshchenko; 6. Anatoly Milyukov; 7. Alexander Pertsovsky; 8. Alexander Provotorov; 9. Ivan Rodionov; 10. Vadim Semenov; 11. Yury Kudimov; 12. Anatoly Tikhonov; 13. Denis Kulikov; 14. Pavel Grachev 15. Anton Inshutin; 16. Evgeny Yurchenko; 17. Victor Savchenko 18. Anton Kolpakov; 19. Andrey Morozov; 20. Dmitry Levkovsky; 21. Sergei Azatyan; 22. Yury Bulatov 23. Pavel Kuzmin 24. Vladimir Rumyantsev

* 24 (twenty four) individuals are nominated for the Board of Directors. Pursuant to article 23.1 of the

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Company’s Charter the Board consists of 11 (eleven) members. This issue is put to cumulative vote. 11 candidates receiving the largest vote shall be deemed elected on the Board.

Item 5: “To elect the following individuals on the Audit Commission **: 1. Svetlana Bocharova; 2. Valentina Veremyanina; 3. Bogdan Golubitsky; 4. Olga Koroleva; 5. Vyacheslav Ulupov; 6. Alexander Shevchuk; 7. Andrey Kurochkin; 8. Irina Zelentsova; 9. Oleg Ashurkov; 10. Sergei Boltenkov”

**10(ten) individuals are nominated for the Audit Commission. Pursuant to article 28.2 of the Company’s Charter 5 (five) members shall be elected on the Audit Commission. 5 candidates receiving the largest vote shall be deemed elected on the Commission.

Item 6 “To appoint ZAO KPMG as the Company’s auditor for 2011.”

Item 7: “To approve the Charter of OJSC Rostelecom (restated version No.12).”

Item 8: “To approve the Regulations on the Board of Directors of OJSC Rostelecom (restated version No.11).”

Item 8: “To approve the Regulations on the Audit Commission of OJSC Rostelecom (restated version No.3).”

Item 10: “1. To approve quarterly remuneration for each member of the Board of Directors of the Company who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting upon the results of the year 2011 until the next Annual General Shareholders' meeting in the amount specified in the Regulations on the Board of Directors of the Company. 2. To approve annual remuneration for the whole Board of Directors and specifically those persons who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting upon the results of the year 2011 until the next General Shareholders' meeting, in equal to 0.13% of OIBDA calculated based on annual consolidated financial statements for 2012 prepared according to IFRS. 3. To approve additional remuneration to members of the Company Board of Directors elected by the decision of the Annual General Shareholders' meeting that took place on January 22, 2011 (Minutes # 1 of January 26, 2011) equal to the income that might be received by respective members of the Company Board of Directors due to participation in the Long-term Incentive Program for Rostelecom personnel including approved Amendments # 2 and # 3 thereto on conditions specified in the said Program by way of transferring by the Company of RUB 1,800,000,000.00 to the closed-end investment hedge-fund Gazprombank - Telekommunikatsii plus to ensure a possibility for a member of the Board of Directors to purchase Company shares in the quantity specified in the relevant information letters at the price of RUB 87.60 per share.”

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