Telenor finalises the sale of Comincom and Combellga in exchange for a 19.5% stake in Golden Telecom

December 1, 2003

2 Min Read

MOSCOW -- Telenor announced today that it has closed a share exchange transaction with Golden Telecom, Inc., under which Golden Telecom, Inc. will receive 100% of the shares of OAO Comincom including its wholly-owned subsidiary OAO Combellga, in exchange for 19.5% of Golden Telecom, Inc.

Telenor and Golden Telecom announced the transaction on August 20, 2003. After regulatory approval in the United States and Russia, approval of Golden Telecom's shareholders and Telenor's Board of Directors, and the satisfaction of agreed financial performance criteria, the transaction was completed on December 1, 2003.

In addition to the 7,007,794 shares of Golden Telecom common stock acquired by Telenor in the share exchange transaction, Telenor has acquired 322,178 shares of Golden Telecom common stock through a combination of open market purchases, purchases from participants in Golden Telecom's stock option plan and a privately negotiated transaction with First NIS Regional Fund and Cavendish Nominees Limited. Telenor paid a total of approximately US$9.1 million for such additional shares. The acquisition of such additional shares gives Telenor a 20.4% stake in Golden Telecom, Inc.

Telenor paid US$120 million for a 75% stake in Comincom-Combellga in 2000 and this year purchased the remaining minority interest for US$30 million. Based on the closing share price for Golden Telecom as of November 28, 2003, Telenor's total stake is worth approximately US$204 million.

Golden Telecom, Inc. is the largest alternative provider of voice, data and Internet services in Russia and other countries of the Commonwealth of Independent States (CIS). Following the acquisition of Sovintel last year, the company has a market share of approximately 35% in the business market for voice and data communications, with pro-forma combined revenues of US$289 million in 2002.

Jan Edvard Thygesen, Executive Vice President of Telenor and CEO of Telenor Networks, stated: "This is an excellent deal for Telenor. With the current consolidation of the Russian telecom industry we have decided that joining forces with Golden Telecom will be an excellent platform for further development. Combining these two businesses with Golden Telecom's creates a company that is greater than the sum of its parts. We will be committed shareholders of Golden Telecom, Inc. and will take an active role on its board of directors."

Telenor ASA

Golden Telecom Inc.

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