Golden Telecom to Buy Comincom

MOSCOW -- Golden Telecom, Inc. (NASDAQ: “GLDN”) announced todaythat it has signed a Share Exchange Agreement with affiliates of the Norwegian national operator,Telenor, under which Golden Telecom, Inc. will receive 100% of the shares of OAO Comincomincluding its wholly-owned subsidiary, OAO Combellga, the third largest alternative operator in Russia,in exchange for 19.5% of Golden Telecom, Inc., calculated on a post-acquisition basis.

The transaction will be subject to approval by the appropriate regulatory bodies in the United States andRussia. It is also subject to financial performance covenants for both parties and the approval of GoldenTelecom’s shareholders, and Telenor’s Board of Directors. It is expected that the transaction will closebefore the end of 2003.

Comincom recorded consolidated revenues of $84.6 million in 2002, an increase of approximately 34%compared to 2001 consolidated revenues of $63.3 million. As of December 31st, 2002, Comincom hadconsolidated cash and cash equivalents of $1.9 million, consolidated short-term borrowings of $4.5million, and consolidated long-term borrowings of $3.2 million. All of these numbers are stated inaccordance with United States Generally Accepted Accounting Principles (GAAP). Comincom expectsconsolidated revenues of approximately $100 million for 2003.

Alexander Vinogradov, Chief Executive Officer and President of Golden Telecom, Inc. commented: “Weare delighted to have reached an agreement to acquire such excellent companies, which provide a perfectstrategic fit with our existing business. Following the acquisition of Sovintel last year, this is anotherimportant step to ensure that Golden Telecom remains the leading independent voice, data, and Internetservices company in Russia and the Commonwealth of Independent States.

“Our strategy is to acquire quality assets at an acceptable price, when such assets have their own facilitiesand numbering capacity, and the necessary licenses. This acquisition satisfies these criteria and broadensour client base in Moscow. The ensuing economies of scale, as well as elimination of overlappingfunctions mean that this deal will add value for our shareholders. By combining the resources of GoldenTelecom and Comincom-Combellga, Golden Telecom will become the distinct leader in the market forvoice and broadband services for business customers in Russia.”

Stan Abbeloos, Chief Operating Officer of Golden Telecom, Inc. added: “We have known Comincom andCombellga as partners and competitors for nearly ten years. These companies have a complementaryclient base to our own, both in the corporate sector, and the fast-growing small and medium-sizedenterprise sector. Moreover, we believe that the similarities in Combellga’s business and Sovintel’s willallow us to realize significant synergies from the merger of the companies, in terms of operating costs,and capital expenditure. Comincom’s regional strategy is consistent with our regional strategy. Theirpoints of presence complement ours to a large extent and their sizeable regional assets fit perfectly withinour own network.”

Jan Edvard Thygesen, Executive Vice President of Telenor and CEO of Telenor Networks, stated: “Thisis an excellent deal for Telenor. We are pleased with the way that Comincom and Combellga havedeveloped. With the current consolidation of the Russian telecom industry we have decided that joiningforces with Golden Telecom will be an excellent platform for further development. Combining these twobusinesses with Golden Telecom’s creates a company that is greater than the sum of its parts. We will becommitted shareholders of Golden Telecom, Inc. and will take an active role on its board of directors.”

As an integral part of the transaction, the prospective controlling shareholders of Golden Telecom, Inc.have executed a Shareholder Agreement and a Standstill Agreement that will enter into effect on theclosure of the transaction and that are subject to the corporate approval of each of their respective Boardsof Directors. These agreements have been approved by a Special Committee of the Board of Directors ofGolden Telecom. At closing, the controlling shareholders will be: Alfa Telecom Limited, Telenor, OAORostelecom, Capital International Global Emerging Markets Private Equity Fund L.P., and funds advisedby Baring Vostok Capital Partners Limited.

Golden Telecom, Inc. was advised by J.P. Morgan and Chadbourne & Parke. Telenor was advised byMorgan Stanley and Coudert Brothers.

Golden Telecom Inc.

Comincom-Combellga Group

Telenor ASA