FORM 6-K
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
February 05, 2003
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Commission file number: 333-12032
(Exact name of
Registrant as specified in its charter)
Russian Federation
(Jurisdiction of incorporation or organization)
4, Marksistskaya Street
Moscow 109147
Russian Federation
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ý Form 40-F o
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No ý
Information on an essential fact (event, action ) influencing
financial and
economic activity of the Issuer.
Mobile TeleSystems Open Joint Company
Location: 4, Marksistskaja Str., Moscow, 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the
fact (event, action): 17.12.2002
Code of the fact (event, action): 1304715A17122002
Date of the Board of Directors meeting on which the resolutions to conclude transactions in whose completion there is an interest were adopted: 17.12.2002.
Quorum of the meeting: 7 members of the MTS OJSC are present. Quorum is secured.
Full wording of all adopted resolutions according to the Protocol of the Board of the Directors meeting:
Hearing: Mr M.A. Smirnov presented information on additional financial resources for replenishment of MTS OJSC current assets as well as for acquisition of regional companies.
Resolution:
4.1. According to the Agreement of guarantee between MTS OJSC and Citybank CJSC granted for Telecom XXI OJSC obligations under the Agreement on Loan between Citybank CJSC and Telecom XXI OJSC:
4.1.1. In compliance with the Federal Law No. 208-FZ, Chapter XI, Dated 26 December, 1995 On Joint Stock Companies this transaction is a transaction with interest in it. According to this transaction MTS OJSC shall grant guarantee for Telecom XXI OJSC obligations under the Agreement on Loan between Citybank CJSC and Telecom XXI OJSC in the total principal amount of USD 10 million plus interest on the Loan at the rate of LIBOR + 3.5% per annum for one year.
4.1.2. Determine that terms and conditions of the Agreement of guarantee between MTS OJSC and Citybank CJSC for Telecom XXI OJSC obligations under the Agreement on Loan between Citybank CJSC and Telecom XXI OJSC as well as terms and conditions of the Agreement on Loan between Citybank CJSC and Telecom XXI OJSC correspond to the market terms and conditions.
4.1.3. Approve the Agreement of guarantee between MTS OJSC and Citybank CJSC for Telecom XXI OJSC obligations under the Agreement on Loan between Citybank CJSC and Telecom XXI OJSC.
4.1.4. Entrust MTS OJSC President to negotiate and sign the Agreement of guarantee at the price and on terms and conditions contemplated in the Agreement as well as perform any other action required for such agreement to be signed.
Voting:
The following MTS OJSC BoD members did not participate in voting because they are interested persons: M.A. Smirnov
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY BY BOD MEMBERS WHO ARE NOT INTERESTED IN THE TRANSACTION
4.2. According to the Agreement of credit line to be granted in the total principal amount of USD 50 million and interest on the Loan at the rate of LIBOR + 3.25% per annum between MTS OJSC and Raiffeisen Bank CJSC with telecommunication equipment pledged in the amount of the credit line:
4.2.1. Determine that terms and conditions of the credit line correspond to the market terms and conditions.
4.2.2. Approve the Agreement of credit line between MTS OJSC and Raiffeisen Bank CJSC with telecommunication equipment pledged in the amount of the credit line.
4.2.3. Entrust MTS OJSC President to negotiate the Agreement of credit line and the Agreement on pledge of telecommunication equipment in the amount of the credit line and sign both agreements at the price and on terms and conditions contemplated in the agreements as well as perform any other action required for such agreements to be signed.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
4.3. According to the Agreement of guarantee for obligations of MTS JLLC to be signed between MTS OJSC and Citybank CJSC:
4.3.1. Determine that terms and conditions of the Agreement of guarantee correspond to the market terms and conditions.
4.3.2. Approve the Agreement on guarantee between MTS OJSC and Citybank CJSC.
4.3.3. Entrust MTS OJSC President to negotiate and sign the Agreement of guarantee at the price and on terms and conditions contemplated in the Agreement as well as perform any other action required for such agreement to be signed.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
4.4. According to the Agreement on syndicated loan between MTS OJSC and Credit Swiss First Boston with 100% equity stake of Telecom XXI CJSC pledged:
4.4.1. Determine that terms and conditions of the syndicated loan correspond to the market terms and conditions.
4.4.2. Approve the Agreement on syndicated loan between MTS OJSC and Credit Swiss First Boston.
4.4.3. Entrust MTS OJSC President to negotiate and sign the Agreement on syndicated loan at the price and on terms and conditions contemplated in the Agreement as well as perform any other action required for such agreement to be signed.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
4.5. According to the Agreement on 100% equity stake of Telecom XXI CJSC pledged for MTS OJSC obligations under the Agreement on syndicated loan between MTS OJSC and Credit Swiss First Boston:
4.5.1. Determine that terms and conditions of the Agreement on pledge correspond to the market terms and conditions.
4.5.2. Approve the Agreement on 100% equity stake of Telecom XXI CJSC pledged for MTS OJSC obligations under the Agreement on syndicated loan between MTS OJSC and Credit Swiss First Boston.
4.5.3. Entrust MTS OJSC President to negotiate and sign the Agreement on pledge of 100% equity stake of Telecom XXI CJSC at the price and on terms and conditions contemplated in the Agreement as well as perform any other action required for such agreement to be signed.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
4.6 Hearing: Mr M.A. Smirnov presented information on approval of MTS OJSC participation in issue and placement of Eurobonds of Mobile TeleSystems Finance S.A., MTS OJSC Subsidiary, in the amount of USD 400 million.
Resolution:
4.6.1. As far as MTS OJSC participation in issue and placement of Eurobonds of Mobile TeleSystems Finance S.A. will result in large-scale transactions to be made by MTS OJSC, determine that terms and conditions of MTS OJSC participation in issue and placement of Eurobonds of Mobile TeleSystems Finance S.A., including terms and conditions of Draft Agreement on purchase of Eurobonds (Annex No. 1), Draft Agreement on Issue of Eurobonds (Annex No. 2) and Draft Agreement on Loan between companies, correspond to the market terms and conditions.
4.6.2. Approve the Agreement on Purchase of Eurobonds between Mobile TeleSystems Finance S.A., MTS OJSC and a lead manager of the issue, that is the Bank Credit Suisse First Boston or its affiliated company, under which Eurobonds of Mobile TeleSystems Finance S.A. in the amount of USD 400 million with the repayment term of up to five years shall be sold to the managers of the issue on terms and conditions contemplated in Draft Agreement on purchase of Eurobonds.
4.6.3. Approve the Agreement on Issue of Eurobonds between Mobile TeleSystems Finance S.A., MTS OJSC and JPMorgan Chase Bank, that is a trustee, under which MTS OJSC shall be responsible to Eurobond holders and the trustee for obligations of Mobile TeleSystems Finance S.A. pertaining to Eurobonds including the payment of principal loan amount and interest on Eurobonds as well as any other amount on terms and conditions contemplated in Draft Agreement on Issue of Eurobonds.
4.6.4. Approve the Agreement on Loan between Mobile TeleSystems Finance S.A. and MTS OJSC under which Mobile TeleSystems Finance S.A. shall grant to MTS OJSC a loan in the amount of USD 400 million with a repayment term of five years on terms and conditions contemplated in Draft Agreement on Loan.
4.6.5. Entrust Mr M.A. Smirnov, MTS OJSC President, to negotiate the final Draft Agreement on purchase of Eurobonds, Draft Agreement on Issue of Eurobonds and Draft Agreement on Loan between the companies and sign on behalf of MTS OJSC the said agreements as well as sign any other document, supplement or annexes required for Eurobonds of MTS Finance S.A. to be issued and placed.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
5.7. Hearing: Mr M.A. Smirnov presented information on approval of the Agreement on Voluntary medical insurance contract for MTS OJSC employees for 2003.
Resolution:
1. Determine that the cost of Voluntary medical insurance contract for 3400 MTS OJSC employees in the amount of USD 3642241 corresponds to the market terms and conditions.
2. Approve Voluntary medical insurance contract between MTS OJSC and Rosno OJSC for 3400 MTS OJSC employees. MTS OJSC shall pay an insurance premium in the amount of USD 3642241 according to the order and on terms and conditions contemplated in Draft Contract that is a transaction with interest in it.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
5.8. Hearing: Mr M.A. Smirnov presented information on MTS OJSC property insurance contract for 2003 to be signed.
Resolution:
1. Determine that the cost of Insurance Contract for MTS OJSC property with the balance sheet value of USD 781046209 shall be USD 5500000 (insurance premium) that corresponds to the market terms and conditions.
2. Approve MTS OJSCproperty insuarance contract between MTS OJSC and Rosno OJSC, under which Rosno OJSC shall insure for 2003 MTS OJSC property with the balance sheet value of USD 781046209 and MTS OJSC shall pay an insurance premium in the amount of USD 5500000 in favour of Rosico OJSC according to the order and on terms and conditions contemplated in Draft Contract, that is a transaction with interest in it.
Voting:
IN FAVOUR: A.P. Vronets, A.Yu. Goncharuk, M. Guenther, V.V. Sidorov, M.A. Smirnov, G. Taufmann, R. Hennicke
AGAINST: none
ABSTAINED: none
RESOLUTION IS APPROVED UNANIMOUSLY
MTS OJSC President |
M.A. Smirnov |
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems Open Joint Company
Location: 4, Marksistskaja Str., Moscow, 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the
fact (event, action): 27.12.2002
Code of the fact (event, action): 1804715A27122002
Issuer body which decided to conclude the transaction: Board of Directors.
Full name of the contracting party: Russian Insurance Company ROSNO Close Joint Stock Company
Location of the contracting party: 30, Oserkovskaya nab., 115184, Moscow, Russian Federation
Postal address of the contracting party: 30, Oserkovskaya nab., 115184, Moscow, Russian Federation
Date of transaction: 27.12.2002
Description of transaction: Agreement No. M2-1129302/32-05-32 on Voluntary medical insurance provides for organization and payment for medical services rendered to 3400 MTS OJSC employees in 2003 according to the order and on the terms and conditions contemplated in the Draft Contract. MTS OJSC pays an insurance premium in the amount of USD 3 642 241 according to the order and on the terms and conditions contemplated in Draft Contract.
MTS OJSC President |
M.A. Smirnov |
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems Open Joint Company
Location: 4, Marksistskaja Str., Moscow, 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 27.12.2002
Code of the fact (event, action): 1804715A27122002
Issuer body which decided to conclude the transaction: Board of Directors.
Full name of the contracting party: Russian Insurance Company ROSNO Close Joint Stock Company
Location of the contracting party: 30, Oserkovskaya nab., 115184, Moscow, Russian Federation
Postal address of the contracting party: 30, Oserkovskaya nab., 115184, Moscow, Russian Federation
Date of transaction: 27.12.2002
Description of transaction: In accordance with the Agreement No. M4-1201802/32-05-32 on Property insurance ROSNO CJSC assumes obligations to cover damages of MTS OJSCs property with balance sheet value of USD 781 046 209 in case of insurance event within 2003 according to the order and on the terms and conditions contemplated in Draft Contract. MTS OJSC pays an insurance premium in the amount of USD 5 500 000 according to the order and on the terms and conditions contemplated in Draft Contract.
MTS OJSC President |
M.A. Smirnov |
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems
Open Joint Stock Company
Place of business: 4 Marksistskaya Str., Moscow 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 30.12.2002
Code of the fact (event, action): 0304715A30122002
Full company name of the legal entity which participating interest has changed: T-Mobile International AG.
Location: Kennedyallee 1-5, 53175, Bonn, Germany
Postal address: Kennedyallee 1-5, 53175, Bonn, Germany
Share in the issuers equity before the change: 0%
Share in the issuers equity after the change: 36,20%
Date from which a change in participating interest occurred: 30.12.2002
MTS OJSC President |
M.A. Smirnov |
1
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems
Open Joint Stock Company
Place of business: 4 Marksistskaya Str., Moscow 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 30.12.2002
Code of the fact (event, action): 0504715A30122002
Full company name of the legal entity which share of votes in the issuers superior management body have changed: T-Mobile International AG.
Location: Kennedyallee 1-5, 53175, Bonn, Germany
Postal address: Kennedyallee 1-5, 53175, Bonn, Germany
The share of votes in the issuers superior management body before the change: 0%
The share of votes in the issuers superior management body after the change: 36,20%
Date from which a change in participating interest occurred: 30.12.2002
MTS OJSC President |
M.A. Smirnov |
1
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems Open Joint Stock Company
Place of business: 4 Marksistskaya Str., Moscow 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 30.12.2002
Code of the fact (event, action): 0604715A30122002
Full company name of the legal entity which purchased 36.20% of the issuers registered common shares: T-Mobile International AG.
Location: Kennedyallee 1-5, 53175, Bonn, Germany
Postal address: Kennedyallee 1-5, 53175, Bonn, Germany
Date from which a change in participating interest occurred: 30.12.2002
Events, which served as grounds for the said changes: Securities Purchase and Sale Agreement No. 11-12-02 A1 of 12.12.2002
MTS OJSC President |
M.A. Smirnov |
1
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems
Open Joint Stock Company
Place of business: 4 Marksistskaya Str., Moscow 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 30.12.2002
Code of the fact (event, action): 0304715A30122002
Full company name of the legal entity which participating interest has changed: DeTeMobilDeutsche Telekom MobilNet GmbH.
Location: Landgrabenweg 151, 53227, Bonn, Germany
Postal address: Landgrabeweg 151, 53227, Bonn, Germany
Share in the issuers equity before the change: 36,20%
Share in the issuers equity after the change: 0%
Date from which a change in participating interest occurred: 30.12.2002
MTS OJSC President |
M.A. Smirnov |
1
Information on an essential fact
(event, action) influencing financial and
economic activity of the Issuer.
Mobile TeleSystems
Open Joint Stock Company
Place of business: 4 Marksistskaya Str., Moscow 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 30.12.2002
Code of the fact (event, action): 0504715A30122002
Full company name of the legal entity which share of votes in the issuers superior management body have changed: DeTeMobilDeutsche Telekom MobilNet GmbH.
Location: Landgrabenweg 151, 53227, Bonn, Germany
Postal address: Landgrabeweg 151, 53227, Bonn, Germany
The share of votes in the issuers superior management body before the change: 36,20%
The share of votes in the issuers superior management body after the change: 0%
Date from which a change in participating interest occurred: 30.12.2002
MTS OJSC President |
M.A. Smirnov |
1
Information on an essential fact
(event, action) influencing financial
and economic activity of the issuer.
Mobile TeleSystems Open Joint Stock Company
Place of business: 4 Marksistskaya St., Moscow 109147, Russian Federation
Issuers code: 04715-A
Date of occurrence of the fact (event, action): 10.01.2003
Code of the fact (event, action): 1204715A10012003
Type of General Meeting: extraordinary
Form of General Meeting: in praesentia
Date of meeting: December 27, 2002
Place of meeting: 12/12 Pankratievsky per., Moscow, Russian Federation.
The total number of votes owned by shareholdersowners of MTS OJSC voting shares: 1,993,326,138 votes
The number of votes owned by MTS OJSC shareholders participating in the meeting: 1,982,629,500, which constitutes 99.46 % of the total number of votes owned by MTS OJSC shareholders.
Issues put to the vote:
1. To conduct the meeting elect E.G. Novitski to preside over the Extraordinary General Meeting MTS OJSC Shareholders.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned by the persons, who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The quorum with respect to this item is satisfied.
The number of votes gained by each voting choice:
IN FAVOR:1,634,527,440 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: To conduct the meeting elect E.G. Novitski Chairman of the Extraordinary General Meeting of MTS Shareholders.
2. Elect Mikhail Alekseevich Smirnov as Mobile TeleSystems Open Joint Stock Company President (one-person executive body) for a three-year term starting from February 20, 2003.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The quorum with respect to this item is satisfied.
The number of votes gained by each voting choice:
IN FAVOR1,634,527,440 votes
AGAINSTzero votes
1
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Elect Mikhail Alekseevich Smirnov as Mobile TeleSystems Open Joint Stock Company President (one-person executive body) for a three-year term starting from February 20, 2003.
3. Make amendment and additions to the Charter of Mobile TeleSystems Open Joint Stock Company.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The quorum with respect to this item is satisfied.
The number of votes gained by each voting choice:
IN FAVOR1,574,308,008 votes
AGAINST60,219,432 votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Make amendment and additions to the Charter of Mobile TeleSystems Open Joint Stock Company.
4. Approve the transaction between MTS OJSC, Cetel B.V. and Deutsche Telekom relating to the acquisition of a 16.33% share in the authorized capital of JV UMC as a transaction in whose performance there is an interest, for the total amount of 55 million US dollars.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned with respect to this agenda item by all persons included in the list of persons entitled to participate in the General Meeting and not interested in the completion of the transaction by the Company: 1,111,541,598 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The number of votes owned with respect to this agenda item by the persons not interested in the completion of the transaction and who participated in the General Meeting: 1,100,844,960 votes.
The quorum with respect to this item is satisfied.
The number of votes gained by each voting choice:
IN FAVOR752,742,900 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Approve transaction between MTS OJSC, Cetel B.V. and Deutsche Telekom relating to the acquisition of a 16.33% share in the authorized capital of JV UMC as a transaction in whose performance there is an interest, for the total amount of 55,000,000 (fifty five million) US dollars.
5. Approve the transaction dealing with the opening by MTS OJSC of an escrow account in ING Bank (London) for the purpose of depositing and subsequent
2
payment of the acquisition price in accordance with the transaction dealing with the acquisition of a 16.33% share in the authorized capital of JV UMC from Cetel B.V.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned with respect to this agenda item by all persons included in the list of persons entitled to participate in the General Meeting and not interested in the completion of the transaction by the Company: 1,111,541,598 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The number of votes owned with respect to this agenda item by the persons participated in the General Meeting and not interested in the completion of the transaction: 1,100,844,960 votes.
The quorum with respect to this item is satisfied.
Number of votes gained by each voting choice:
IN FAVOR752,742,900 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Approve the transaction dealing with the opening by MTS OJSC of an escrow account in ING Bank (London) for the purpose of depositing and subsequent payment of the acquisition price in accordance with the transaction dealing with the acquisition of a 16.33% share in the authorized capital of JV UMC from Cetel B.V.
6. Approve the transaction dealing with the provision by MTS OJSC of a guarantee to Deutsche Telekom A.G. in respect of JV UMC obligations under Credit Facility Agreement No C02-97/UA of January 5, 1997.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned with respect to this agenda item by all persons included in the list of persons entitled to participate in the General Meeting and not interested in the completion of the transaction by the Company: 1,111,541,598 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The number of votes owned with respect to this agenda item by the persons participated in the General Meeting and not interested in the completion of the transaction: 1,100,844,960 votes.
The quorum with respect to this item is satisfied.
Number of votes gained by each voting choice:
IN FAVOR752,742,900 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Approve the transaction dealing with the provision by MTS OJSC of a guarantee to Deutsche Telekom A.G. in respect of JV UMC obligations under Credit Facility Agreement No C02-97/UA of January 5, 1997.
3
7. Approve the transaction dealing with the provision by MTS OJSC of a guarantee to Deutsche Telekom A.G. in respect of JV UMC obligations under Equipment Supply Agreement No W02-95/UA of November 1, 1995.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned with respect to this agenda item by all persons included in the list of persons entitled to participate in the General Meeting and not interested in the completion of the transaction by the Company: 1,111,541,598 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The number of votes owned with respect to this agenda item by persons participated in the General Meeting and not interested in the completion of the transaction: 1,100,844,960 votes.
The quorum with respect to this item is satisfied.
Number of votes gained by each voting choice:
IN FAVOR752 742 900 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Approve the transaction dealing with the provision by MTS OJSC of a guarantee to Deutsche Telekom A.G. in respect of JV UMC obligations under Equipment Supply Agreement No W02-95/UA of November 1, 1995.
8. Approve the transaction between MTS OJSC and Cetel B.V. under the Novation Agreement in accordance with which the rights and obligations of Cetel B.V. in respect of the acquisition of a 25% share in the authorized capital of JV UMC from Ukrtelecom OJSC on the basis of the Purchase and Sale Agreement are transferred to MTS OJSC.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned with respect to this agenda item by all persons included in the list of persons entitled to participate in the General Meeting and not interested in the completion of the transaction by the Company: 1,111,541,598 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The number of votes owned by the persons participated in the General Meeting with respect to this agenda item and not interested in the completion of the transaction: 1,100,844,960 votes.
The quorum with respect to this item is satisfied.
Number of votes gained by each voting choice:
IN FAVOR752,742,900 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Approve the transaction between MTS OJSC and Cetel B.V. under the Novation Agreement in accordance with which the rights and obligations of Cetel B.V. in respect of the acquisition of a 25% share in the authorized capital of
4
JV UMC from Ukrtelecom OJSC on the basis of the Purchase and Sale Agreement are transferred to MTS OJSC.
9. Approve the transaction between MTS OJSC and Cetel B.V. under the Novation Agreement in accordance with which the rights and obligations of Cetel B.V. in respect of the acquisition of a 26% share in the authorized capital of JV UMC from Ukrtelecom OJSC on the basis of the Option Agreement are transferred to MTS OJSC.
The number of votes owned by the persons included in the list of persons entitled to participate in the General Meeting with respect to this agenda item: 1,993,326,138 votes.
The number of votes owned with respect to this agenda item by all persons included in the list of persons entitled to participate in the General Meeting and not interested in the completion of the transaction by the Company: 1,111,541,598 votes.
The number of votes owned by the persons who participated in the General Meeting with respect to this agenda item: 1,982,629,500 votes.
The number of votes owned by persons participated in the General Meeting with respect to this agenda item and not interested in the completion of the transaction: 1,100,844,960 votes.
The quorum with respect to this item is satisfied.
Number of votes gained by each voting choice:
IN FAVOR752,742, 900 votes
AGAINSTzero votes
ABSTAINEDzero votes
RESOLUTION IS ADOPTED
Resolution adopted: Approve the transaction between MTS OJSC and Cetel B.V. under the Novation Agreement in accordance with which the rights and obligations of Cetel B.V. in respect of the acquisition of a 26% share in the authorized capital of JV UMC from Ukrtelecom OJSC on the basis of the Option Agreement are transferred to MTS OJSC.
MTS OJSC President |
M.A. Smirnov |
5
Affiliated Persons List
Mobile TeleSystems Open Joint Company
(Issuers code: 04715-A)
as of 31.12. 2002
6
Affiliated Person |
|
Company
Shares |
|
Affiliated
Persons |
|
Name: Alexander Petrovich Vronets |
|
358 798 |
|
0.02 |
% |
Name: Alexander Jurjevich Goncharuk |
|
|
|
|
|
Name: Michael Guenther |
|
|
|
|
|
Name: Vassily Vasiljevich Sidorov |
|
|
|
|
|
Name: Mikhail Alexeevich Smirnov |
|
358 800 |
|
0.02 |
% |
Name: Gernot Taufmann |
|
|
|
|
|
Name: Reiner Hartmut Hennicke |
|
|
|
|
|
Name: Far Eastern Cellular Systems-900 Close Joint Stock
Company |
|
|
|
|
|
Name: Invest- Sviaz- Holding Close Joint Stock
Company |
|
160 247 802 |
|
8.04 |
% |
Name: Mobile TeleSystems Close Joint Stock Company |
|
9 966 631 |
|
0.50 |
% |
Name: Novitel Plus Joint Stock Company |
|
|
|
|
|
Name: Omsk Telephone Company Sviaz-Invest Close Joint Stock Company |
|
|
|
|
|
Name: ReCom-Voronezh Close Joint Stock Company |
|
|
|
|
|
Name: Russian Telephone Company Close Joint Stock Company |
|
|
|
|
|
Name: Siberian Cellular Systems-900 Close Joint Stock Company
|
|
|
|
|
|
Name: Uraltel Close Joint Stock Company Grounds: Person belongs to a group of persons to which the Joint Stock Company belongs. |
|
|
|
|
|
Name: Andrej Konstantinovich Blinov |
|
|
|
|
|
Name: Alexey Nikolaevich Bujanov |
|
12 405 |
|
0.00 |
% |
Name: Andrey Valentinovich Vinogradov |
|
|
|
|
|
Name: Yury Alexeevich Gromakov |
|
|
|
|
|
Name: Victor Nikolaevich Melnichuk |
|
|
|
|
|
Name: Irina Olegovna Ostrjakova |
|
|
|
|
|
Name: Andrey Eduardovich Ushatsky |
|
|
|
|
|
Name: Ilja Vitaljevich Chuprinko |
|
|
|
|
|
Name: T-Mobile International AG Location: Kennedyalle 1-5, 53175, Bonn, German |
|
721 536 738 |
|
36.20 |
% |
Name: Joint Stock Financial Corporation Sistema Open Joint Stock Company Reason for which the entity belongs to a group of
entities to which the Joint Stock Company belongs: On proposal of this legal entity over 50 per cent of the
Boards of Directors stuff were elected. |
|
692 523 468 |
|
34.74 |
% |
Name: MOBILE TELESYSTEMS FINANCE S.A. |
|
|
|
|
|
Name: Amur Cellular Communications Close Joint Stock Company Grounds: Entity belongs to a group of entities to which the Joint Stock
Company belongs. |
|
|
|
|
|
Name: Dontelcom |
|
|
|
|
|
Name: Kuban-GSM Close Joint Stock Company |
|
|
|
|
|
Name: Mobile TeleSystemsNizhny Novgorod Close Joint Stock Company |
|
|
|
|
|
Name: MTSBarnaul |
|
|
|
|
|
Name: Rosico Close Joint Stock Company |
|
|
|
|
|
Name: Telecom-900 Close Joint Stock Company |
|
|
|
|
|
Name: Udmurd Digital Network-900 |
|
|
|
|
|
Name: Firm Novitel Close Joint Stock Company |
|
|
|
|
|
Name: BM Telecom Limited Liability Company |
|
|
|
|
|
Name: Mobile TeleSystemsT Limited Liability Company |
|
|
|
|
|
Name: Wireless Information Technologies Limited Liability Company |
|
|
|
|
|
Name: Mobil TeleSystemsKostroma Limited Liability Company |
|
|
|
|
|
Name: Mobil TeleSystems in Komi Republic |
|
|
|
|
|
Name: Mobil Communications Systems |
|
|
|
|
|
Name: Mobile Telematic Positioning Systems Open Joint Stock Company |
|
|
|
|
|
Name: ReCom Open Joint Stock Company |
|
|
|
|
|
Name: Telecom-XXI Open Joint Stock Company |
|
|
|
|
|
Name: Mobile TeleSystems Limited Liability Company |
|
|
|
|
|
7
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
MOBILE TELESYSTEMS OJSC |
||||
|
|
||||
|
By: |
/s/ MIKHAIL SMIRNOV |
|
||
|
|
Name: |
Mikhail Smirnov |
||
|
|
Title: |
President |
||
|
|
||||
Date: February 05, 2003 |
|
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