APPROVED
                                             by the General Shareholders Meeting
                                             of OAO Rostelecom on June 15, 2003
                                             Minutes No. 1 dated June 20, 2003













                                   REGULATIONS

                     on the General Shareholders Meeting of
          the Open Joint Stock Company Long-Distance and International
                          Telecommunications ROSTELECOM

                             Restated version No. 2



















                                     Moscow
                                      2003

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     These Regulations on the General Shareholders Meeting  (hereinafter,  these
"Regulations")  shall,  in  accordance  with  the  Civil  Code  of  the  Russian
Federation,  the Federal Law "On Joint Stock  Companies"  and the Charter of the
Open Joint Stock  Company  Long-Distance  and  International  Telecommunications
Rostelecom (hereinafter, the "Company"), govern the procedure for the conduct of
the  General  Shareholders  Meeting  and other  matters in  connection  with the
preparation   for  and  holding  of,  the  annual  and   extraordinary   General
Shareholders Meetings of the Company.

     1. GENERAL SHAREHOLDERS MEETING: TYPES, FORMS AND TERMS OF HOLDING

     1.1 The General Shareholders Meeting shall be the supreme governing body of
the Company.

     1.2 The  Company  shall  annually  hold  the  annual  General  Shareholders
Meeting.

     At the annual General Shareholders  Meeting, the following matters shall be
decided upon:

     -    election of the Board of Directors of the Company;

     -    election of members of the Audit Commission of the Company;

     -    approval of the external auditor of the Company;

     -    approval of annual reports,  annual accounting  statements,  including
          the profit and loss  statement/s  (profit  and loss  accounts)  of the
          Company, and distribution of profits,  including payment (declaration)
          of  dividends,  and losses of the  Company  as per the  results of the
          fiscal year;

     -    decision-making  on other matters  relegated to the  competence of the
          General Shareholders Meeting.

     1.3 General  Shareholders  Meetings  convened aside from the annual meeting
shall be extraordinary meetings.

     An extraordinary  General  Shareholders Meeting shall be held upon decision
of the Board of Directors on its own  initiative  or at the request of the Audit
Commission  of the  Company,  of the  external  auditor  of the  Company or of a
shareholder/s  holding at least 10 percent of the Company's  voting shares as of
the date of the request, in accordance with the procedure established hereunder.

     1.4 The General Shareholders Meeting may be held in the form of:

     -    a meeting,  i.e., collective presence of shareholders to discuss items
          on the agenda and decide on the items put to a vote;

     -    absentee voting.

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<PAGE>
     A General Shareholders Meeting with an agenda including the election of the
Board of  Directors  of the  Company,  election of the Audit  Commission  of the
Company,  approval of the external  auditor of the  Company,  approval of annual
reports and annual accounting  statements,  including profit and loss statements
(profit and loss accounts) of the Company,  and matters concerning  distribution
of profits,  including  payment  (declaration)  of dividends,  and losses of the
Company as per the  results  of the  fiscal  year may not be held in the form of
absentee voting.

     1.5 The annual  General  Shareholders  Meeting shall be held no sooner than
four months and no later than six months from the end of the fiscal year.

     1.6 An extraordinary  General  Shareholders Meeting convened at the request
of the Audit Commission of the Company, the external auditor of the Company or a
shareholder/s  holding at least 10 percent of the Company's  voting shares shall
be held  within 40 days from the moment of  submission  of the  request  for the
convocation of an extraordinary General Shareholders Meeting.

     1.7 An extraordinary  General  Shareholders Meeting convened at the request
of the Audit Commission of the Company, the external auditor of the Company or a
shareholder/s holding at least 10 percent of the Company's voting shares with an
agenda  including  election of members of the Board of  Directors of the Company
shall be held  within 70 days from the moment of  submission  of the request for
the convocation of an extraordinary General Shareholders Meeting.

     1.8 In the event the  number of members  of the Board of  Directors  of the
Company is below the number  constituting  a quorum for meetings of the Board of
Directors  of  the  Company,  the  extraordinary  General  Shareholders  Meeting
convened  by  decision  of the  Board of  Directors  of the  Company  on its own
initiative  to decide on the  election of the Board of  Directors of the Company
shall be held  within  70 days  from the  moment  of  adoption  by the  Board of
Directors of the Company of the decision to hold such a meeting.

     1.9 Except for the cases specified in Section 1.8 hereof,  an extraordinary
General  Shareholders  Meeting convened by decision of the Board of Directors of
the Company on its own initiative to decide any matters within the competence of
the General Shareholders Meeting, including

     -    early  termination  of the  powers  of the Board of  Directors  of the
          Company and election of the Board of  Directors  of the Company  (when
          the number of members of the Board of  Directors of the Company is not
          below the quorum for holding meetings of the Board of Directors of the
          Company);

     -    election of the Board of Directors  of the Company  (when the Board of
          Directors was not elected for any reason);

     shall be held within the period determined by the Board of Directors of the
Company with due regard for the  requirements  of applicable law and the Company
Charter.

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     2.  PROCEDURE FOR THE  SUBMISSION OF PROPOSALS ON THE INCLUSION OF ITEMS IN
THE AGENDA OF THE ANNUAL GENERAL  SHAREHOLDERS  MEETING AND ON THE NOMINATION OF
CANDIDATES TO THE COMPANY'S BODIES ELECTED BY THE GENERAL  SHAREHOLDERS  MEETING
AND FOR THE  SUBMISSION  OF A REQUEST FOR THE  CONVOCATION  OF AN  EXTRAORDINARY
GENERAL SHAREHOLDERS MEETING

     2.1 Proposals on the inclusion of items in the agenda of the annual General
Shareholders Meeting, proposals on the nomination of candidates to the Company's
bodies  elected  by the  General  Shareholders  Meeting  and  requests  for  the
convocation of an extraordinary General Meeting may be submitted:

     -    by mailing  same to the  address of the  Company as  specified  in the
          Company Charter; or

     -    by delivery against  signature to the person  performing the functions
          of the  single-person  executive body of the Company,  the Chairman of
          the Board of  Directors  of the Company or another  person  authorized
          under the Company's  internal  documents to accept  correspondence  in
          writing addressed to the Company.

     2.2 A  proposal  on the  inclusion  of items in the  agenda  of the  annual
General  Shareholders  Meeting and a proposal on the nomination of candidates to
the Company's bodies elected by the General  Shareholders  Meeting shall contain
the information provided for under Article 53 of the Federal Law "On Joint Stock
Companies."

     A request for the  convocation  of an  extraordinary  General  Shareholders
Meeting  shall  contain the  information  provided  for under  Article 55 of the
Federal Law "On Joint Stock Companies."

     Relevant  requirements  of Article 53 of the  Federal  Law "On Joint  Stock
Companies"  shall apply to a proposal on the  nomination  of  candidates  to the
Company's  bodies  elected by the General  Shareholders  Meeting  contained in a
request for the convocation of an extraordinary General Shareholders Meeting.

     2.3 A proposal to the agenda of the annual General Shareholders  Meeting, a
proposal on the nomination of candidates to the Company's  bodies elected by the
General   Shareholders   Meeting  and  a  request  for  the  convocation  of  an
extraordinary  General  Meeting  shall be deemed  submitted by the  shareholders
(shareholders' representatives) who signed them.

     2.4 The percentage of voting shares held by the shareholder/s  proposing an
item of the agenda of the annual General  Shareholders Meeting and/or nominating
candidates to the Company's bodies elected by the General  Shareholders  Meeting
shall be determined as of the date such proposal is submitted.

     The  percentage of voting shares held by the  shareholder/s  requesting the
convocation of an  extraordinary  General Meeting shall be ascertained as of the
date such request is submitted.

     2.5 If a  proposal  for  the  agenda  of the  annual  General  Shareholders
Meeting,  a proposal on the  nomination of  candidates  to the Company's  bodies
elected by the General

                                       4
<PAGE>
Shareholders  Meeting  or a  request  for the  convocation  of an  extraordinary
General  Meeting is signed by a shareholder's  representative,  attached to such
proposal  (request) shall be a power of attorney (duly certified copy of a power
of  attorney)  containing  such  information  about the  representative  and the
principal  as  shall  be  contained,  under  the  Federal  Law "On  Joint  Stock
Companies" and these Regulations,  in a power of attorney for voting drawn up in
accordance with the  requirements of the Federal Law "On Joint Stock  Companies"
to the drawing-up of powers of attorney for voting.

     In  the   event  a  power  of   attorney   whereunder   the   shareholder's
representative  who signed the  proposal or request is acting has been issued by
way of sub-delegation, in addition to from the duly certified copy of such power
of attorney the proposal (request) shall be accompanied by a duly certified copy
of the power of attorney  under which the  sub-delegating  power of attorney was
issued.

     2.6  In  the  event  a  proposal  to  the  agenda  of  the  annual  General
Shareholders  Meeting,  a  proposal  on  the  nomination  of  candidates  to the
Company's  bodies elected by the General  Shareholders  Meeting or a request for
the convocation of an  extraordinary  General Meeting is signed by a shareholder
(representative  of a shareholder)  whose rights to shares are registered in the
depo account with a depositary,  attached to such proposal (request) shall be an
extract from such shareholder's depo account with the depositary registering the
rights to such shares.

     2.7 If candidates for the Board of Directors or the Audit Commission of the
Company are nominated,  attached to the proposal  shall be a written  consent of
the  candidate  nominated.  In the  event of  self-nomination,  the  candidate's
written request shall be deemed to have been received.

     2.8 If a proposal on the agenda of the annual General  Shareholders Meeting
or a proposal on the nomination of candidates to the Company's bodies elected by
the General  Shareholders  Meeting is mailed, the date on which such proposal is
submitted shall be the date indicated in the imprint of the day stamp evidencing
the date of mailing.

     If a request for the  convocation of an  extraordinary  General  Meeting is
sent by unregistered  mail, the date such request is submitted shall be the date
indicated in the imprint of the day stamp evidencing the date of receipt of such
mailed item, and if a request for the  convocation of an  extraordinary  General
Meeting is sent by  registered  mail,  it shall be the date the  mailed  item is
delivered to the addressee against signature.

     2.9 If a proposal to the agenda of the annual General  Meeting,  a proposal
on the  nomination of candidates to the Company's  bodies elected by the General
Shareholders  Meeting  or a  request  for the  convocation  of an  extraordinary
General Meeting is delivered  against  signature,  the date of delivery shall be
the date such proposal or request is submitted.

     2.10 The Board of Directors  of the Company  shall  consider the  proposals
submitted with respect to the agenda of the annual General  Shareholders Meeting
or proposals  submitted on the nomination of candidates to the Company's  bodies
elected by the General  Shareholders  Meeting and make relevant decisions within
five  days of the  expiry of the  period  for the  submission  of  proposals  as
determined under the Company Charter.

     Proposals  on the  agenda of the  annual  General  Shareholders  Meeting or
proposals on the nomination of candidates to the Company's bodies elected by the
General  Shareholders

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<PAGE>
Meeting  received  by  the  Company  after  the  established  deadline  for  the
consideration of proposals shall also be considered by the Board of Directors in
accordance with the procedure provided for under applicable law.

     2.11  Proposals  on the  inclusion  of items in the  agenda  of the  annual
General Shareholders  Meeting,  proposals on the nomination of candidates to the
Company's  bodies elected by the General  Shareholders  Meeting and requests for
the convocation of an extraordinary General Shareholders Meeting received by the
Company may be revoked by the persons  submitting  such  proposals  or requests.
Such revocation  shall be sent by any means provided for under Clause 2.1 hereof
for the  submission  of  proposals  and  requests.  In such cases,  the date the
Company  receives the mailed item or the date the revocation is delivered  shall
be  deemed to be the date the  revocation  is  received  by the  Company  or the
revocation is submitted to the Company.

     3. PREPARATION FOR THE HOLDING OF A GENERAL SHAREHOLDERS MEETING

     3.1 When  preparing to hold a General  Shareholders  Meeting,  the Board of
Directors of the Company shall determine:

     -    the form in which the General Shareholders Meeting is to be held;

     -    the date,  location and time of the General  Shareholders  Meeting and
          the mailing address to which completed  ballots may be sent or, if the
          General  Shareholders  Meeting  is to be held in the form of  absentee
          voting, the final date of acceptance of voting ballots and the mailing
          address to which completed ballots are to be sent;

     -    the time at which  registration of those  participating in the General
          Shareholders Meeting is to commence;

     -    the date on which the list of persons  entitled to  participate in the
          General  Shareholders  Meeting is to be prepared;  - the agenda of the
          General Shareholders Meeting;

     -    the type/s of preferred  shares whose  holders are entitled to vote on
          items of the agenda of the General Shareholders Meeting;

     -    the procedure for  notifying  the  shareholders  of the holding of the
          General Shareholders Meeting;

     -    the list of information (materials) to be provided to the shareholders
          in preparation for the General  Shareholders Meeting and the procedure
          for the provision of such information; and

     -    the form and the wording of the voting ballot.

     3.2 In determining the time at which General  Shareholders Meeting is to be
held,  account  should  be taken of the  number  of items on the  agenda  of the
meeting.  The time of a meeting shall be between 9:00 a.m. and 10:00 p.m.  local
time.

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<PAGE>
     3.3 In  determining  the  time  registration  of those  taking  part in the
General Shareholders  Meeting is to commence,  the number of such persons on the
relevant list shall be taken into consideration.

     3.4 While approving the agenda of a General Shareholders Meeting, the Board
of  Directors  of the Company  shall have the right to  consolidate  two or more
matters within the competence of the General  Shareholders Meeting into one item
on the agenda of the meeting.

     Consolidation  of items shall only be  permitted if decision on one of such
items is impossible without decision-making on other interrelated items.

     The following may not be consolidated:

     -    items to be voted on by different groups of voters; and

     -    items  to  be  decided  by   dissimilar   numbers  of  votes  cast  by
          shareholders holding voting shares and taking part in the meeting.

     4. NOTIFICATION OF THE GENERAL SHAREHOLDERS MEETING

     4.1 Notice of a General  Shareholders  Meeting shall be given in the manner
and by the deadlines determined under the Company Charter.

     4.2 Notice of a General Shareholders Meeting shall specify the following:

          full official name and location of the Company;

          form in which the General  Shareholders Meeting is to be held (meeting
          or absentee voting);

          date,  location and time of the General  Shareholders  Meeting and the
          mailing  address  to which  completed  ballots  may be sent or, in the
          event the  General  Shareholders  Meeting is to be held in the form of
          absentee  voting,  the final date of acceptance of voting  ballots and
          the mailing address to which completed ballots are to be sent;

          time when  registration  of the  persons  (or  their  representatives)
          participating in the General Shareholders Meeting is to commence;

          date  for  the  preparation  of  the  list  of  persons   entitled  to
          participate in the General Shareholders Meeting;

          agenda of the General Shareholders Meeting;

          procedure  to be followed by  representatives  of persons  entitled to
          participate  in the General  Shareholders  Meeting to  evidence  their
          powers; and

          procedure for review of the information (materials) to be provided, in
          preparation for the General Shareholders Meeting, to those entitled to
          take part in it and the  address/es  where  such  information  is made
          available (address (location) of the Company's single-person executive
          body and other addresses where such  information  (materials)  will be
          available).

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     4.3 In addition to the  information  specified in Clauses 4.2 - 4.4 hereof,
notice of a General  Shareholders  Meeting may contain other  information on the
procedure for shareholders' participation in the General Shareholders Meeting.

     5.  QUORUM  AT  THE  GENERAL  SHAREHOLDERS   MEETING;   RECONVENED  GENERAL
SHAREHOLDERS MEETING

     5.1 A General  Shareholders  Meeting shall have the right to take decisions
(have a quorum) if shareholders holding, in aggregate, more than one-half of the
votes  of the  Company's  placed  voting  shares,  participate  in such  General
Shareholders Meeting.

     Shareholders  registered for participation  and shareholders  whose ballots
were  received  no  later  than  two  days  prior  to the  date  of the  General
Shareholders  Meeting  shall  be  deemed  to have  participated  in the  General
Shareholders  Meeting.  Shareholders  whose ballots were  received  prior to the
final ballot  acceptance date shall be deemed to have  participated in a General
Shareholders Meeting held in the form of absentee voting.

     5.2 In the absence of a quorum for the annual General  Shareholders Meeting
a reconvened General Shareholders Meeting with the same agenda shall be held. In
the absence of a quorum for an extraordinary  General  Shareholders a reconvened
General Shareholders Meeting with the same agenda may be held.

     A  reconvened  General  Shareholders  Meeting  shall have the right to take
decisions (have a quorum) if  shareholders  holding,  in aggregate,  at least 30
percent of the Company's  placed voting shares  participate  in such  reconvened
General Shareholders Meeting.

     In the event a reconvened General  Shareholders Meeting is held within less
than 40 days of an adjourned  General  Shareholders  Meeting,  those entitled to
participate  in  the  General   Shareholders  Meeting  shall  be  determined  in
accordance  with the list of persons  entitled to  participate  in the adjourned
General Shareholders Meeting.

     5.3 To reflect the results of the determination of the quorum on the agenda
items  of a  General  Shareholders  Meeting  by  the  Counting  Commission  (the
Company's Registrar performing the functions of a counting commission),  minutes
on quorum  determination shall be drawn up and signed by those authorized by the
Counting Commission (Registrar).

     In the event a quorum is present for a General  Shareholders  Meeting,  the
quorum determination minutes shall be drawn up within 15 days of the adjournment
of the meeting or of the final date for the acceptance of ballots if the meeting
is held in the form of absentee voting.

     In the event  there is no quorum for a General  Shareholders  Meeting,  the
quorum determination  minutes shall be drawn up within 15 days of the originally
planned date of the adjourned  meeting or the originally  planned final date for
the  acceptance of ballots if the meeting was to be held in the form of absentee
voting.

     6. VOTING GROUPS AT THE GENERAL SHAREHOLDERS MEETING

     6.1 If the agenda of a General  Shareholders  Meeting  includes items to be
voted on by different groups of voters,  the quorum for  decision-making on such
items   shall  be   determined   separately.   The   absence  of  a  quorum  for
decision-making on items to be voted on

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by one group of voters shall not prevent decision-making on items on which other
groups of voters are to vote and for which the quorum is present.

     6.2 Matters within the competence of the General  Shareholders  Meeting for
which the quorum shall be determined separately shall include the following:

     1) election of members of the Audit  Commission  and early  termination  of
their powers;

     2) decision-making to approve interested-party transactions;

     3) release of a person  which,  on its own or jointly with its  affiliates,
has acquired 30 or more percent of the Company's placed ordinary shares from the
obligation to acquire shares from other shareholders of the Company;

     4) reorganization of the Company;

     5) liquidation of the Company,  appointment of the  liquidation  commission
and approval of the interim and final liquidation balance sheets;

     6) amendments and additions to the Company's Charter restricting the rights
of  shareholders  holding  preferred  shares  of  a  certain  class,   including
determination  or increase of the amount of dividends and/or  liquidation  value
payable on the preferred  shares of the  preceding  priority and granting to the
shareholders  holding  preferred  shares of other classes of  preferences in the
priority of dividend and/or share liquidation value payment.

     6.3 The right to vote at the  General  Shareholders  Meeting  on the matter
specified  in  subclause  1 of  Clause  6.1  hereof  shall  be  granted  to  the
shareholders   holding  Company's  shares  voting  on  all  matters  within  the
competence of the General Shareholders Meeting, with the exception of members of
the Board of  Directors  of the  Company and persons  holding  positions  in the
governing bodies of the Company.

     The  right  to vote  at the  General  Shareholders  Meeting  on the  matter
specified  in  subclause  2 of  Clause  6.2  hereof  shall  be  granted  to  the
shareholders   holding  Company's  shares  voting  on  all  matters  within  the
competence  of the  General  Shareholders  Meeting and having no interest in the
transaction.

     The  right  to vote  at the  General  Shareholders  Meeting  on the  matter
specified  in  subclause  3 of  Clause  6.2  hereof  shall  be  granted  to  the
shareholders   holding  Company's  shares  voting  on  all  matters  within  the
competence of the General Shareholders Meeting, with the exception of any person
that has,  on its own,  acquired  30 or more  percent  of the  Company's  placed
ordinary shares and its affiliates.

     The  right  to vote at the  General  Shareholders  Meeting  on the  matters
specified  in  subclauses  4 and 5 of Clause 6.2 hereof  shall be granted to the
shareholders  holding  the  Company's  ordinary  shares and to the  shareholders
holding the Company's preferred shares of each class.

     The  right  to vote  at the  General  Shareholders  Meeting  on the  matter
specified in Clause 6.2(6) hereof shall be granted to the  shareholders  holding
the Company's ordinary shares voting on all matters within the competence of the
General  Shareholders  Meeting and

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to the shareholders  holding the Company's preferred shares of each class rights
under which shares are restricted.

     6.4 The  composition  of  those  voting  on  agenda  items  of the  General
Shareholders  Meeting  shall  be  determined  as of the  date  the list of those
entitled to take part in the General Shareholders Meeting is drawn up.

     6.5 If the  quorum  on  different  agenda  items  of the  meeting  is to be
determined  separately,   the  quorum  determination  minutes  shall  state  the
presence/absence of a quorum for each of such items.

     7. BODIES ESTABLISHED TO HOLD A GENERAL SHAREHOLDERS MEETING

     7.1 The General  Shareholders Meeting shall be presided over by the General
Director of the  Company  unless the Board of Director  decides  otherwise.  The
Chairman of the General  Shareholders  Meeting  shall  conduct the meeting  and,
among other things:

     1) declare the meeting open and closed;

     2) introduce those presenting information on agenda items;

     3) control deliberations on agenda items and

     4) perform other functions provided for hereunder.

     7.2  For  the  purposes  of  participation  in  the  conduct  of a  General
Shareholders  Meeting held in the form of a meeting, the Chairman of the meeting
may decide to form a Presidium of the General Shareholders Meeting.

     The Chairman and members of the Presidium shall jointly conduct the General
Shareholders  Meeting and perform the functions provided for under Clauses 7.1.1
- 7.1.3 hereof.

     7.3 If, at an extraordinary  General Meeting convened by decision of bodies
and persons  entitled to request the  convocation  of an  extraordinary  General
Meeting,  the person who is to preside at the General Meeting in accordance with
the  Company  Charter is absent,  the  General  Meeting  shall be chaired by the
person who made the decision to convene the  extraordinary  General  Meeting (or
his/her representative) or, if the decision to convene the extraordinary General
Meeting was made by several  persons or members of a joint body,  by one of them
in accordance with their decision which shall be reflected in the minutes of the
General Shareholders Meeting.

     7.4 In order to keep  minutes of the General  Meeting,  the Chairman of the
General  Shareholders  Meeting  shall appoint a Secretary  (Secretariat)  of the
General Shareholders Meeting.

     7.5 The Secretary  (Secretariat) of the General  Shareholders Meeting shall
perform the following functions:

     1) provide  answers  to  questions  asked by  participants  in the  General
Meeting with respect to its rules of procedure and related to the application of
these  Regulations  and

                                       10
<PAGE>
compliance with the  requirements of applicable law, as well as take measures to
resolve  conflicts  connected  with  the  rules  of  procedure  of  the  General
Shareholders Meeting;

     2) arrange  for the  keeping of the  minutes  of the  General  Shareholders
Meeting.

     7.6 If the number of  shareholders  of the  Company  exceeds  five  hundred
(500), the functions of the Company's Counting  Commission shall be performed by
the Registrar of the Company. The Counting Commission (Registrar of the Company)
shall verify the powers of and  register  persons  participating  in the General
Shareholders Meeting,  determine the quorum of the General Shareholders Meeting,
clarify  matters  arising in connection  with the exercise by  shareholders  (or
their  representatives)  of voting  rights at the general  meeting,  clarify the
voting  procedure  on matters  to be voted on,  ensure  the  observation  of the
established  voting  procedure and the rights of  shareholders to participate in
voting, tally the votes, sum up the voting results,  draw up the protocol of the
voting  results,  submit  voting  ballots  to the  archives  and  perform  other
functions provided for hereunder.

     The Counting Commission (Registrar) shall have the right:

     -    to keep books and other registers in any form at its discretion; and

     -    to determine the form of the minutes to be kept in accordance with the
          requirements of applicable law and these Regulations.

     8. Procedure for Holding the General Shareholders Meeting and Voting on the
Agenda  Items of a General  Shareholders  Meeting  Held in the Form of a Meeting
(Joint  Presence of  Shareholders  to Discuss Agenda Items and Take Decisions on
Matters Put to a Vote)

     8.1 The persons  included in the list of persons entitled to participate in
the General Shareholders Meeting (or their  representatives) shall be registered
for the purposes of participation in the General  Shareholders  Meeting,  except
for persons (or their  representatives)  whose voting  ballots were  received no
later  than two days  prior to the date of  holding  the  meeting.  The  persons
entitled  to  participate  in  the  General   Shareholders   Meeting  (or  their
representatives) whose voting ballots were received no later than two days prior
to the date of  holding  the  General  Shareholders  Meeting,  have the right to
attend the general  meeting.  Such  persons  shall not be  registered  and given
voting ballots.

     If, prior to the registration of a  representative  of a person entitled to
take part in the meeting,  the Company or the Registrar performing the functions
of a counting  commission receives notice of such  representative's  replacement
(withdrawal), the person entitled to take part in the meeting (including the new
representative  acting under a power of attorney for voting) shall be registered
for participation in the meeting.

     Acquirers of shares  transferred  after the date the list of those entitled
to take part in the meeting was drawn up shall be registered  for  participation
in the meeting  provided  the person  included in the list of those  entitled to
take part in the  meeting  has issued the  acquirers  with powers of attorney to
vote such shares.

     A shareholder  holding the Company's  voting shares may  participate in the
General Shareholders Meeting either in person or through his/her representative.
A  shareholder  shall

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have the right to replace  his/her  representative  at the General  Shareholders
Meeting at any time or to  participate  in the General  Shareholders  Meeting in
person.

     Should a shareholder have several  representatives,  the powers of attorney
issued  to  each  of  them  shall  clearly  differentiate  the  powers  of  each
representative,  including  the  number of shares  held by the  shareholder  and
empowering  each   representative  to  vote  on  agenda  items  of  the  General
Shareholders Meeting.

     A shareholder holding the Company's  non-voting shares shall have the right
to attend General Shareholders Meetings conducted in the form of a meeting.

     A shareholder's  representative at the General  Shareholders  Meeting shall
act in  accordance  with the powers  based,  inter alia,  on a written  power of
attorney.  The power of  attorney  for the  voting at the  General  Shareholders
Meeting shall contain  information  about the shareholder  being represented and
about the representative (full name of an individual (or name and organizational
and legal form of a legal entity), place of residence or location, passport data
of an individual (or information on the state registration of a legal entity)).

     The  head  of a  corporate  shareholder  may  participate  in  the  General
Shareholders Meeting without a power of attorney,  based on documents evidencing
his/her  powers  as a person  entitled  to act on  behalf  of such  organization
without a power of attorney (protocol, minutes, order on appointment,  etc.) and
his/her personal identification documents.

     8.2 A General  Meeting held in the form of a meeting shall be declared open
if by the time of its  commencement  there is a quorum with  respect to at least
one item on the agenda of the meeting. Registration of those who are entitled to
take part in the General Meeting and who did not register for  participation  in
the General Meeting prior to its  commencement  shall be terminated at the close
of discussion of the last agenda item with respect to which there is a quorum.

     8.3 In the event  there is no quorum on any of the  agenda  items as of the
moment of the  beginning  of the General  Shareholders  Meeting,  the  Registrar
performing the functions of a counting  commission  shall so inform the Chairman
of the General  Shareholders  Meeting.  The Chairman of the General Shareholders
Meeting  shall  decide on the  period of  adjournment  of the  beginning  of the
General Shareholders  Meeting. The beginning of the General Shareholders Meeting
may not be adjourned for more than 2 hours.

     In  the  event  the  beginning  of  the  General  Shareholders  Meeting  is
adjourned,  the minutes of the General  Shareholders  Meeting  shall reflect the
actual time of the beginning of the General Shareholders Meeting.

     8.4 Items  shall be  considered  and voted on at the  General  Shareholders
Meeting in the order of priority determined in the approved agenda.

     The  order in which  the  items  are to be  considered  may be  changed  by
decision of the Chairman of the meeting.

     8.5 Discussion of items on the agenda of the General  Shareholders  Meeting
shall  consist of the provision to the persons  participating  in the meeting of
information  on the agenda items and of the  provision to them (if  required) of
clarifications on agenda items and on the information furnished to them.

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<PAGE>
     Items of the agenda of the General  Shareholders Meeting shall be discussed
in accordance with the procedure established by Clauses 8.6 - 8.9 hereof.

     8.6 Persons participating in the General Shareholders Meeting shall receive
information  on the  agenda  item  under  discussion  in  the  form  of  reports
(statements) delivered by:

     -    the speakers appointed and announced by the Chairman of the meeting;

     -    persons (or their  representatives) who participate in the meeting and
          have announced  their intention to provide  additional  information on
          agenda items. Such announcements  shall be submitted in writing to the
          Chairman of the General Shareholders Meeting prior to the commencement
          of the  consideration  of the relevant  agenda item. The  announcement
          shall  specify the name of the person,  the wording of the agenda item
          to be reported on, the time  required for the speech and the number of
          votes to be cast by such person on the agenda item under discussion.

     8.7 Each person (or  representative)  taking part in the meeting shall have
the right to request  clarifications  on any agenda item and on the  information
presented from the Chairman of the meeting or from the person/s  presenting such
information.  Such request  shall be submitted in writing to the Chairman of the
General  Shareholders  Meeting prior to the commencement of consideration of the
next agenda item. The request shall specify the name of the person participating
in the  meeting  and the number of votes to be cast by such person on the agenda
item under discussion.

     Each request in writing duly filled out shall be considered at the meeting.

     If,  in the  opinion  of the  Chairman  of the  meeting,  a  member  of the
Presidium of the meeting or a person/s providing  information,  it is impossible
to   immediately   provide   an   exhaustive   clarification   or  if  a  person
(representative)  taking part in the meeting requests a clarification in writing
on the item of interest  to  him/her,  such  clarification  in writing  shall be
furnished to the applicant within 10 days after the General Shareholders Meeting
is closed. Clarification in writing may only be furnished if the request is duly
filled out in accordance with the first paragraph of this clause.

     8.8 The time for the  delivery  of  reports  (information)  on items of the
meeting's  agenda  and of  clarifications  in  response  to  requests  shall  be
determined by the Chairman of the meeting, provided that:

     -    a speaker appointed by the Chairman of the meeting shall have at least
          10 minutes but no more than 45 minutes to speak;

     -    a person  (representative)  taking part in the  meeting and  providing
          additional  information  on an agenda  item  shall  have at least five
          minutes to speak;

     -    a person making a clarification in response to a request shall have at
          least 10 minutes to speak.

     A speaker  does not need to use up all the time  allotted to him/her by the
Chairman of the meeting.

                                       13
<PAGE>
     The  Chairman of the  meeting  may not  comment on a report or  interrupt a
speaker  except where the speaker  breaches the rules of procedure  provided for
hereunder.

     8.9 The necessity for breaks  during the General  Shareholders  Meeting and
their duration shall be determined by the Chairman of the meeting.

     No break in the General  Shareholders  Meeting may be announced  during the
discussion of an agenda item.

     8.10 The persons (or their  representatives)  registered to  participate in
the General Shareholders Meeting shall be given an opportunity to vote on agenda
items at any time from the moment of their  registration until the expiry of the
voting period determined pursuant to Section 8.11 hereof and the commencement of
the counting of the results of the vote.

     8.11 Following the discussion of the last item of the agenda of the General
Shareholders  Meeting with  respect to which there is a quorum,  the Chairman of
the meeting shall  additionally  allot no more than 30 minutes for voting on the
items of the agenda of the meeting.

     8.12 The  results of the vote and the  resolutions  adopted at the  General
Meeting may be:

     1) announced at the General Shareholders Meeting; or

     2) duly communicated to the persons entitled to take part in the meeting.

     8.13 The General Shareholders Meeting shall be closed:

     1) when all the resolutions  approved by the meeting and the results of the
vote have been  announced  as  provided  for under  subclause  1 of Clause  8.12
hereof; or

     2) when the  period of time  allotted  for  voting  on agenda  items as per
Clause 8.11  hereof  expires as  provided  for under  subclause 2 of Clause 8.12
hereof.

     A General Meeting by the beginning of which there was a quorum with respect
to certain agenda items only may not be closed if by the moment  registration is
completed enough persons were registered to provide a quorum for decision-making
on other items on the agenda of the General Meeting.

     8.14  After the  protocol  on the  results  of the vote is drawn up and the
minutes of the General Shareholders Meeting are signed, the voting ballots shall
be sealed by the Counting Commission  (Registrar of the Company) and handed over
to the Company's archives for safekeeping.

     9. Voting Ballot at the General Shareholders Meeting

     9.1 Agenda items of the General Shareholders Meeting shall only be voted on
by voting ballots.

     The voting  ballot  shall be sent or handed out against  signature  to each
person  specified in the list of persons  entitled to participate in the General
Shareholders  Meeting  in

                                       14
<PAGE>
accordance  with the procedure and by the deadline  determined for the notice of
the General Shareholders Meeting.

     At the  request of  persons  who are  registering  for  participation  in a
General  Meeting to be held in the form of a meeting and whose  ballots have not
been received by the Company or were  received  later than two days prior to the
date of the meeting,  they may only be issued with voting ballots marked to show
they are duplicates.

     In case a General Shareholders Meeting is held in the form of a meeting, if
the Company or the Registrar  performing the functions of a counting  commission
receives,  from a  person  entitled  to take  part in the  General  Shareholders
Meeting,  notice of replacement  (withdrawal) of his/her representative prior to
such the registration of the  representative  whose powers are being terminated,
the  person   entitled  to  take  part  in  the  meeting   (including   the  new
representative  acting under a voting  power of  attorney)  shall be issued with
voting ballots.

     If a General  Shareholders  Meeting is held in the form of a  meeting,  the
registered  acquirers of shares  transferred after the date of completion of the
list of persons entitled to take part in the meeting shall be issued with voting
ballots if the person included in the list of those entitled to take part in the
meeting has issued powers of attorney to such acquirers to vote such shares.

     If a  General  Shareholders  Meeting  is  held in the  form of an  absentee
voting,  the acquirers of shares transferred after the date of completion of the
list of persons entitled to take part in the meeting,  if the person included in
the list of those  entitled  to take part in the  meeting  has issued  powers of
attorney to such acquirers to vote such shares, shall only be issued with voting
ballots if such acquirers apply to:

     -    the Company, if the Company itself sends (issues) voting ballots; or

     -    the  Registrar of the Company if voting  ballots are sent  (issued) by
          the Registrar under a contract with the Company.

     9.2 The voting ballot shall contain:

     1) the full official name and location of the Company;

     2) the  form in  which  the  meeting  is to be held  (meeting  or  absentee
voting);

     3) date,  location  and time of the  General  Shareholders  Meeting and the
mailing  address to which  filled-out  ballots  may be sent or, in the event the
General  Shareholders  Meeting is to be held in the form of an absentee  voting,
the final date of acceptance of voting ballots and the mailing  address to which
filled-out ballots are to be sent;

     4) the language of  resolutions  on each item (name of each  candidate)  on
which such ballot is to vote;

     5) voting options with respect to each agenda item - "in favor,"  "against"
or "abstention" - and margins  opposite each voting option to mark the number of
votes cast for each voting  option  and,  if the ballot is used in a  cumulative
vote to elect members of the board of directors, also containing:

                                       15
<PAGE>
     -    an  indication  that the  members  of the  Board of  Directors  of the
          Company are elected by a  cumulative  vote and an  explanation  of the
          nature of a cumulative vote;

     -    a margin for marking,  opposite the name of each candidate, the number
          of votes cast for the relevant  candidate by the person taking part in
          the meeting and opting "in favor";

     -    clarifications  stating  that  the  fraction  of a  vote  obtained  by
          multiplying  the number of votes held by the shareholder of a fraction
          of a vote by the  number  of  persons  to be  elected  to the Board of
          Directors of the Company may only be cast in favor of one candidate;

     6) an indication that the voting ballot is to be signed by the shareholder;
and

     7) clarifications that:

     the voter may only select one voting  option  except where the voting is in
accordance  with the  instructions of persons who acquired shares after the date
of the list of persons  entitled  to take part in the  meeting or in  accordance
with the instructions of holders of depositary securities;

     if the ballot  contains  more than one voting  option,  the margins for the
number of votes cast for each voting  option are to indicate the number of votes
cast for the relevant  voting option and that the voting is in  accordance  with
the  instructions  of the acquirer of shares  transferred  after the date of the
list of those entitled to take part in the meeting and/or in accordance with the
instructions of holders of depositary securities;

     the one voting  under a power of  attorney  issued  with  respect to shares
transferred  after  the date of the list of those  entitled  to take part in the
General  Meeting shall,  in the margin with the number of votes marked  opposite
the  chosen  voting  option,  indicate  the  number of votes cast for the chosen
voting option and indicate  that the voting is under a power of attorney  issued
with respect to shares  transferred after the date of the list of those entitled
to take part in the meeting;

     if,  after  the  date of the  list of those  entitled  to take  part in the
meeting, not all of the shares were transferred,  the voter shall, in the margin
to indicate the number of votes opposite the chosen voting option,  indicate the
number of votes  cast for the  chosen  voting  option  and note that part of the
shares was transferred after the date of the list of those entitled to take part
in the  meeting.  If, with respect to shares  transferred  after the date of the
list of those entitled to take part in the meeting,  the  instructions  received
from the acquirer of such shares  coincide with the chosen voting  option,  such
votes shall be summed.

     In addition to the above, the ballot may indicate:

     1) the  language  of every item put to a vote and the order of  priority of
its consideration;

     2) the manner in which the chosen voting option is indicated;

     3) the  full  name  of the  person  entitled  to take  part in the  General
Shareholders Meeting;

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<PAGE>
     4) the  number of votes the  person  entitled  to take part in the  General
Shareholders  Meeting  may cast with  respect  to each item on the agenda of the
meeting;

     5) margins  where the persons who have  indicated  the number of votes cast
for the chosen voting option/s may mark, in each case, that:

     -    the voting is in accordance  with the  instructions of the acquirer of
          shares  transferred  after the date of the list of persons entitled to
          take part in the meeting;

     -    the  voting is in  accordance  with the  instructions  of  holders  of
          depositary securities;

     -    the voting is under a power of attorney  issued with respect to shares
          transferred  after the date of the list of those entitled to take part
          in the meeting;

     -    part of the shares was transferred after the date of the list of those
          entitled to take part in the meeting; and

     6) other  information  determined  by the Board of Directors of the Company
and provided for under applicable law.

     The voting  ballot may not  contain  two or more items on the agenda of the
General  Shareholders  Meeting if the voting on such items is to be by different
groups of voters.

     9.3 The following shall be deemed invalid:

     1) voting  ballots in which the voter  chose  more than one  voting  option
except where the voting is in accordance  with the  instructions  of persons who
acquired shares after the date of the list of those entitled to take part in the
meeting  or in  accordance  with  the  instructions  of  holders  of  depositary
securities;

     2) voting  ballots  received by the Company and signed by a  representative
acting under a power of attorney if the Company or the Registrar  performing the
functions of a counting commission  receives notice of replacement  (withdrawal)
of such  representative  no later than two days prior to the date of the General
Meeting;

     3) two or more ballots  discovered  filled out by the same person in which,
with  respect to the same item on the agenda of the  General  Meeting,  the same
person chose different voting options except where the voting ballots are signed
by a person who has issued a voting  power of  attorney  with  respect to shares
transferred  after  the date of the list of those  entitled  to take part in the
meeting  and/or by persons  acting  under such  powers of  attorney in which the
margins  indicating the number of votes cast for each voting option indicate the
number of votes cast for the  relevant  voting  option and bear  relevant  marks
provided for under Clause 9.2 hereof;

     4) a voting  ballot on the election of the members of the Audit  Commission
of the  Company  in which  the "in  favor"  voting  option  is  chosen  for more
candidates  than the number of persons to be elected to the Audit  Commission of
the Company except where the voting ballots are signed by a person voting shares
transferred  after  the date of the list of those  entitled  to take part in the
meeting in accordance with the instructions  received from the acquirers of such
shares and/or a person voting shares  circulating  beyond the  boundaries of the
Russian  Federation in the form of depositary  securities in accordance with the
instructions

                                       17
<PAGE>
received  from the holders of  depositary  securities  and contain the  relevant
markings provided for under Clause 9.2 hereof.

     9.4 In the event a voting ballot contains  several items put to a vote, the
invalidation  of the ballot  with  respect to one or more items shall not entail
the invalidation of the ballot as a whole.

     9.5 The votes  represented by a voting ballot declared invalid with respect
to one,  several or all the items voted on with such ballot shall not be counted
in the  counting of the  results of the vote on the items with  respect to which
the ballot is declared invalid.

     The invalidation of a voting ballot with respect to one, several or all the
items voted on with such ballot shall not  constitute  grounds for the exclusion
of the votes cast under such ballot from the counting of the quorum.

     10. Costs of Preparing and Holding the General Shareholders Meeting

     10.1 The  Management  Board of the Company shall draw up and approve a list
of costs of the  preparation  for and  holding of the  annual and  extraordinary
General  Shareholders  Meeting convened by decision of the Board of Directors on
its own initiative or at the request of the Audit Commission of the Company, the
external auditor of the Company and shareholder/s holding at least 10 percent of
the Company's voting shares as of the date of the request.

     10.2 In the event no decision is made within the period  determined  by the
Board of  Directors  of the  Company  for the  convocation  of an  extraordinary
General Shareholders Meeting or the convocation was refused and an extraordinary
General  Shareholders  Meeting is convened by bodies and persons  requesting its
convocation  and the  General  Shareholders  Meeting  decides  that the costs of
preparing  for  and  holding  of the  General  Shareholders  Meeting  should  be
reimbursed  by the Company,  only  documented  costs  incurred by the bodies and
persons   authorized   to  convene  and  conduct  such   extraordinary   General
Shareholders Meeting shall be reimbursed.

     11.  Procedure for  Approving  These  Regulations  and for  Amendments  and
Additions Hereto

     11.1  These  Regulations  shall be  approved  at the  General  Shareholders
Meeting by a majority of votes of the shareholders  holding the Company's voting
shares and participating in the meeting.

     11.2 Additions and amendments to these Regulations may be introduced by the
General  Shareholders Meeting by a majority of votes of the shareholders holding
the Company's voting shares and participating in the meeting.

     11.3 If, as a result of a change in Russian Federation law or the Company's
Charter,  certain  provisions of these  Regulations come into conflict with such
changes,  these  Regulations  shall apply  inasmuch as they do not conflict with
applicable law and the Company Charter.

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