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Presentation transcript:

Corporate presentation May 2007

Disclaimer Matters discussed in this presentation may constitute forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events revenues or performance, and underlying assumptions and other statements, which are other than statements of historical facts. The words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “predict”, “could”, plan”, “project,” “will,” “may,” “should” and similar expressions identify forward-looking statements. Forward-looking statements include statements regarding: strategies, outlook and growth prospects; future plans and potential for future growth; liquidity, capital resources and capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, growth in demand for our products; economic outlook and industry trends; developments of our markets; legal trends and the impact of regulatory initiatives; and the strength of our competitors. The forward-looking statements in this presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control and we may not achieve or accomplish these expectations, beliefs or projections. In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include the achievement of the anticipated levels of revenues, profitability and growth, cost and synergy of our recent acquisitions and restructuring, the timely development and acceptance of new products, the impact of competition and competitive pricing, the ability to obtain necessary regulatory approvals and the ability to fund our future operations and capital needs through borrowing or otherwise, the ability to successfully implement any of our business strategies, the ability to integrate our business and to realize anticipated cost savings and operational benefits from such integration, our expectations about growth in demand for our products and services, the effects of inflation, interest rate and exchange rate fluctuations, and our success in identifying other risk to our business and managing the risk of the aforementioned factors, the condition of the economy and political stability in Russia and the other markets of operations and the impact of general business and global economic conditions. Neither we, nor any of our respective agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this presentation. The information and opinions contained in this presentation are provided as at the date of this presentation and are subject to change without notice.

Comstar at a Glance The leading combined telecommunications company in Russia and CIS (incumbent in Moscow and leading alternative operator with presence outside Moscow) Completed vertical integration of all divisions and successful rebranding in 2006 Comstar provides fixed line telephony, broadband internet and multi-service telecom solutions to residential and corporate clients in Moscow, regions and internationally through its five business units: MGTS Comstar-Direct Comstar-Moscow Comstar-Regions Comstar-International ~ 3.6 million residential and ~ 73.000 corporate subs Traditional segment ~ 500,000 residential internet subs ~ 34,000 corporate subs Alternative segment Presence in 5 regions, licenses, WiMax frequences Presence in Ukraine and Armenia, WiMax licenses, synergies

Proven Track Record Of Delivering Results Revenues (US$ in mln) OIBDA (US$ in mln) CAGR = 26% 1,120.2 CAGR = 23% 428.6 907.6 358.8 695.2 250.0 589.2 236.0 438.7 190.0 Traditional segment Alternative segment Intercompany eliminations Underlying OIBDA up 19% year on year to US$ 428.6 million with underlying OIBDA margin of 38.3% In Traditional 44.3% In Alternative segment 18.1% Restructuring charge US$ 3 million CPP added US$29 million in costs Provision for Rostelecom traffic US$ 6 million Revenues up 23% year on year to US$ 1.12 billion In Traditional segment up 29% In Alternative segment up15% CPP added US$36 million in subscriber revenue Companies, acquired in 2006 added US$ 11.4 million

2006- Breakthrough Year Successful IPO on LSE raising $1 billion for 33% of shares Successful rebranding of all the companies of the Group New international management team in place Regulatory changes successfully adopted Increase in ownership in MGTS by 9% to 56%, $181.4 million spent Successful restructuring of the business: operating units separated from corporate center Optimization of Alternative segment: headcount reduced by 277, rented office space reduced by 3,400 square meters, management layers reduced from 8 to 4, 3 billing systems being integrated, ERP system being launched Creation of Corporate Center Share option programme for Directors and top-management launched New KPI-based motivation system for the employees introduced International expansion launched with 4 acquisitions in Ukraine and Armenia Election of two independent directors, Dietmar Kuhnt and Yngve Redling 4 BoD committees established: strategy, audit, corporate governance and remuneration First combined sales and service office opened for Comstar – Direct and MGTS Acquisition of 25% + 1 share in Svyazinvest for $1.4 billion including call and put option Arrangement and utilization of US$ 675 million loan facility

Combined Telecom Operator COMSTAR-UTS CORPORATE CENTRE 25% +1 Svyazinvest Moscow region Regions 67% voting 56% economic 52% (48% owned by SMM) International 100% (MGTS) (Comstar - Direct) (Comstar-Moscow) (Comstar-Regions) (Comstar-International) CLECs Multi-service solutions to corporate clients/elite housing ILEC Regulated voice VAS to residentials and corporates Wholesale access Interconnect to other operators CLEC Broadband Internet IPTV (double play) Other VAS Dial-up to residentials an corporates CLEC Multi-service solutions to corporate clients/elite housing CLECs Multi-service solutions to corporate clients/elite housing Operations are divided into five business lines with clear P&L responsibilities

MGTS: Fixed Line Incumbent in Moscow Total MGTS Revenue (US$ million)1 MGTS and Comstar-Moscow are using the combined backbone (11,000 thousand km of fiber) “Last mile”: 98% share of residential installed access lines in Moscow; 100,000 km of copper; 41% of lines digital (94% by 2010); direct upgrade to NGN. No local loop unbundling in the mid-term NGN network – infrastructure investments to increase non- regulated services: single backbone for MGTS and Comstar Use of MGTS real estate: US$ 7.6 million gain from sale of 1 switching center in 2Q’06. Further sales- early 2009. Total 114 switches to be renovated and partially freed up through 2012 Employee reduction program: approx. 1,400 to 16,189; number of lines per employee expected to increase by 45% from 268 by 2010 Client orientation: single customer care number; first combined sales center with Comstar Direct (six more to open in 2007) CAGR = 28% 1 Including intercompany Number of Employees

MGTS: Fixed Line Incumbent in Moscow (2) Market deregulation: first step - introduction of per minute billing- from Feb.1, 2007; followed by active marketing initiatives: Time-based tariff=125 RuR+ 0.28 RuR per minute ($4.7+$0.01 per minute) Combined tariff= 229 RuR for 370 min +0.23 RuR per minute when the limit is exceeded ($8.7+$0.009) Unlimited tariff= 380 RuR ($14.4) New tariff structure and additional revenue sources: tariff rebalancing; CPP added US$ 32.9 million in ’06; Budget reimbursements – received US$ 25.8 million in 2006, another US$ 36 million to be received in 2007 New services (SMS from fixed line) Growth in Regulated Tariffs (in USD)1 US$7.6 MoU based April 2007 Time-based tariff plan 50% 25% Combined tariff plan 30% 22% Time-unlimited tariff plan 20% 53% 1Before the introduction of per minute tariffs

“One-stop-shop” Successful rebranding of all operating companies “One-stop-shop” concept in servicing residential customers 1st combined and service office opened in December 2006, six more to open in 2007 Cross-sales and synergies

Comstar-Moscow - Leading Alternative Provider 19% share on the Moscow corporate market Restructuring and CLECs integration in 2006 resulted in substantial savings: reduction of labour force by 20% in November – December 2006, office space reduced by 3400 square meters, expected savings of US$ 8 mln from 2007. Further cost efficiency targets: optimisation of existing network and cost structure (office rent, centralized purchasing) Single NGN network with MGTS; targeted Capex spending Key drivers: business centers and hi-end real estate developments show good growth potential Introduced new services: IP-VPN, “Hybrid” VPN, WiFi telephony and Logic Line, aimed at better ARPUs Comstar and MTT signed an agreement to provide wireless access through Comstar’s Wi-Fi network to MTT’s roaming partners via WLAN roaming to Russian and foreign mobile operators and Wi-Fi providers, with effect from the third quarter of 2007. Cooperation with MGTS to provide wireless Wi-Fi connection through coin-box telephones network in Moscow (approx. 200 by the end of 2007) Corporate Revenues of Alt. segment (US$ million) CAGR = 15% Corporate Market in Moscow (2006) 1 Total: US$ 2.16 bn 1 Source: Direct Info (by revenue), Comstar market share includes MGTS (10.3%) and Comstar-Moscow (8.2%) corporate clients

Broadband Penetration 2 Comstar-Direct Comstar-Direct controls 38% market share of broadband in Moscow where broadband penetration is at 26% 44% growth in broadband customers YoY; 38% market share in Moscow 3; double play – 18% of PayTV market in Moscow Added subscriber # 400,000 on April 16, 2007 ARPL : US$ 20.2, + 7% YoY growth New services introduced – competitive on price and speed Launch of IPTV VOD and gaming add-ons for broadband customers US$ 8/month and free ADSL modem offer for dial-up customers Leveraging Comstar group synergies: First of seven combined sales office Segmentation of MGTS customer base - over 90% of lines are ADSL compatible, low levels of incremental capex Direct mailing to MGTS subs Joint call center with Comstar-Moscow Proprietary call center capacity doubled New reglament with MGTS to be introduced in June 2007- to reduce connection time Targeted marketing campaigns Broadband penetration in Russia is still relatively low compared to CEE Growth drivers: PC penetration Internet penetration Dial-up replacement Internet Residential Subscribers (‘000) 1 ADSL Dial-up Double play (+TV) Broadband Penetration 2 1 Source: Company data 2 Source: Direct info, 2006, by number of households 3 Source: Direct Info, 2006, including home networks, using Stream, by number of subs

Markets and customers overview Moscow Fixed-line Market: Active Lines (By number of lines, 2006) 34% 68% 4.3m active lines 0.6m active lines Total: 6.2m Lines Moscow Residential Broadband Segment (By number of subscribers, 2006) Comstar-Direct, 38% Home networks, 32% 360 thousand subs (ADSL Stream) 19 thousand subs (home networks using Stream) Total: 0.99m Subs Centel, 8% (cable) Comcor (AKADO), 10% (cable) Corbina, 12% (cable) Source: Direct INFO * 38% including subs of home networks (2%) who connect up to Internet using Comstar UTS channels # 1 in residential broadband users, alternative corporate segment & by number of lines in Moscow

Comstar-Direct- targeted marketing campaigns

Comstar-Direct- attractive tariffs* vs. average 33 kb/s for dial-up Monthly subscription fee Internet+TV “Unlimited” (98 channels) Speed Kbit/sec (download/upload) Prepaid traffic, Мb* Per Mb when prepaid limit is exceeded Internet Internet+TV “Basic” (54 channels) “Extended” (91 channels) Start 8$ — 128/128   Unlimited no Time 10$ 13$ 15$ 20$ 6144/768   1000 0,03$ Freedom 18$ 25$ 1024/512   Move 23$ 35$ 2048/512 Stream 28$ 30$ 40$ 3072/512 Mainstream 32$ 37$ 47$ 4096/768 Streamer 43$ 45$ 55$ 6144/768 * As of May, 2007

Comstar-Regions 33% Moscow Mln. US$ Focus on top priority regions Currently present in St. Petersburg, Saratov, Tyumen, Samara and Sochi Digitalization completed at Tymenneftegazsvyaz in 2006 Cooperation with regional ILECs in Svyazinvest holding- the entire 2007 will be dedicated to building relationships with Svyazinvest Development outside Moscow through: Selected M&As WiMax roll out subject to attractive business case Cooperation with regional incumbents Use of MTS network infrastructure where economically feasible Building license coverage: key licenses obtained including for the use of wireless technologies and 5.15-5.35 GHz pre-WiMax frequences, for IP voice data transmission, for data transmission St. Petersburg Tymen Moscow Samara Saratov Sochi * 33% Mln. US$ * Includes revenues outside Russia

Comstar-International Focused on metropolitan areas (Kiev and Odessa) Selective M&A to expand geographical presence UMC/MTS broad cooperation WiMax licenses obtained Leading CLEC is acquired in 2006 Unique WiMAX license for the entire country Subscription for 51% shares of a leading ISP in 2006 Attractive market with extremely low broadband penetration Strong local partners UKRAINE 4 acquisitions of alternative operators in Ukraine and Armenia – Callnet and Cornet (Armenia) and DG Tel/Technologic Systems (Ukraine) in 2006 Subscription to 51% shares in Hellas on Line, third largest Greek fixed line and broadband provider (subject to Antimonopoly approval, not consolidated yet) ARMENIA GREECE

Svyazinvest – acquisition of 25% plus one share Svyazinvest companies: Center Telecom North-West Telecom Uralsvyazinform VolgaTelecom SibirTelecom South Telecom Far East Telecom Rostelecom +28% (23% voting) in MGTS Source: Svyazinvest Call ($6.97) and put option for 11% of Comstar’s shares given to the Seller aimed at resolving cross shareholding between Comstar and MGTS Acquisition of Svyazinvest stake is both a “strategic bet” and attractive investment with opportunities to realize additional synergies

Svyazinvest strategy Short Term Medium Term Long Term Financial investment Operating synergies Strategic investment Increased efficiency Broadband development in the regions Negotiate access to the regional infrastructure 2 representatives on the BoD Changes to the charter Dividends Key strategic decisions Improved reporting Privatization / restructuring Buy out Svyazinvest’stake (23%) in MGTS Acquisition of Svyazinvest stake is both a “strategic bet” and attractive investment with opportunities to realize additional synergies

Value Oriented Strategy Completed integration of Moscow operations in 2006 Follow “one company approach” Synergies within group operations Customer segmentation 2 seats on BoD Buy out of MGTS stake Participation in Svyazinvest privatisation 7 2 Svyazinvest Integration 6 1 Restructuring 3 Developing unique market solutions Utilizing synergies with MTS Optimizing sales & service functions Deploying ADSL Rollout of extended offering (started with IPTV) Using favourable regulatory environment Simplified legal structure Four business lines in P&L Convergence Broadband 5 4 NGN network and digitalization Realizing efficiency gains Monetising real estate assets Selective CLEC M&A Deploying wireless technology Selective international expansion Regional Expansion MGTS Modernization Integrated telecom solutions for all market segments in Moscow and regions with growing share of non-regulated revenues; Increase in contribution from regional operations; leader in offering of next generation services

Outlook for 2007 Revenue growth in line with the growth in 2006 Regulated tariff growth Growth in revenues from corporate data and internet Growth in revenues from residential broadband internet Approximately US$36 million compensation from the budget in 2007 OIBDA margin improvement from underlying level of 38.3% before new acquisitions Restructuring and cost optimization programme MGTS tariffs Regulatory changes CapEx less than US$350 million

Investment Case Combined telecom operator with robust growth, solid profitability and cash flow generation outlook Unique ‘last mile’ used for bundled offerings Strategic shareholder in Svyazinvest (25% + one share) with 2 seats on the BoD Established and growing regional (5 regions) and international presence (Ukraine, Armenia and prospectively Greece) Improved transparency of operations: 5 P&L lines and new segmental reporting structure from Q1 2007 Comstar enjoys synergies with sister companies MTT and MTS

Appendix

Profit and Loss Statement: Selected Items (US$ million) 2004 2005 2006 Revenues 695.1 907.6 1,120.2 YoY% Growth 18.0% 30.6% 23.4% OIBDA (excl. Stock Bonus) 249.9 358.8 428.6 % Margin 35.9% 39.5% 38.3% Operating Income (excl. Stock Bonus) 173.7 268.4 297.7 25.0% 29.6% 26.6% Net Income (excl. Stock Bonus and non-cash change in fair value of call and put option) 76.1 105.9 178.1 11.0% 11.7% 15.9% Capex 228.5 301.7 % of Revenues 32.9% 25.2% 26.9% 23% revenue growth YoY 38.3% OIBDA margin in 2006 Stock bonus awards for US$ 62 million Change in fair value of call and put option US$60 million

Revenue Breakdown Traditional segment: 29% revenue growth YoY Alternative segment: 15% revenue growth YoY Broadband: 54% revenue growth YoY Regions: 33% revenue growth YoY CPP added US$ 36.3 million to the Group’s revenue from subscribers (US$ million) 2005 2006 Growth Traditional segment Residential 243.6 333.5 37% Corporate 186.2 222.9 20% Operators 209.7 244.5 17% Intersegment revenue (101.2) (105.9) 5% Total 538.3 695.0 29% Alternative segment 70.7 90.8 28% Of which broadband 50.4 77.5 54% 147.9 163.6 11% 107.3 108.0 1% Russia Regions & CIS 37.5 49.8 33% Other revenue 7.4 14.1 91% (1.5) (1.1) 27% 369.3 425.2 15%

Cash Flow Statement: Selected Items (US$ million) 2004 2005 2006 Net cash provided by operations 225.1 267.3 273.6 Net cash used in investing activities (187.2) (251.4) (1,751.9) Net cash provided by / (used in) financing activities (19.5) (20.3) 1,550.9 Effects of foreign currency translation of cash and cash equivalents 2.0 (1.0) Cash and cash equivalents at the beginning of the period 47.0 67.4 62.0 Cash and cash equivalents at the end of the period 136.6 CFs from Operations of US$ 273.6 million US$ 976 million raised during the IPO in February 2006 (net of respective costs)

Balance Sheet: Selected Items In December 2006 Comstar arranged US$ 675 mln 6 month loan facility with ABN AMRO Bank N.V. with interest rate at LIBOR plus 1.2%. Loan can be extended to 12 months (US$ million) 2004 2005 2006 Assets 1,418.4 1,641.4 3,537.6 Current assets 335.6 405.2 446.3 Long-term assets 1,082.8 1,236.2 3,091.3 Liabilities 586.4 645.8 1,470.7 Current liabilities 223.2 274.4 1,140.9 Long-term liabilities 363.2 371.4 329.8 Minority interests 450.6 516.1 496.7 Shareholders’ equity 381.4 479.5 1,570.2

4Q KPIs Broadband subscribers Dial-up subscribers December 31, 2006 Growth 4Q’06 vs. 4Q ‘05 September 30, 2006 Growth 4Q’06 vs. 3Q ’06 Traditional segment subscribes Residential 3,571,639 3,537,128 1% 3,560,620 0% Corporate 72,639 77,324 (6%) 74,636 (3%) Operators 254 232 10% 215 18% Total 3,644,532 3,614,684 3,635,471 Alternative segment subscribes Residential, incl. 475,119 437,077 9% 443,443 7% Broadband subscribers 359,8951 249,542 44% 313,189 15% Dial-up subscribers 109,589 182,351 (40%) 124,683 (12%) 33,671 31,159 8% 33,467 356 380  355 509,146 468,616 477,265 Regions segment subscribers 84,728 81,452 4% 83,915 9,814 6,853 43% 8,271 19% 47 45 46 2% 94,589 88,350 92,232 3% [1] Includes 3,605 subscribers who signed contracts but were not connected to the service as at December 31, 2006

Solid Macroeconomic Fundamentals Real GDP Growth Forecasts (2005A-2011E CAGR) Telecom Spending Growth Opportunity Czech Republic US$3.9bn Hungary US$4.1bn Poland US$8.7bn Source: EIU, January 2007 GDP/Capita (Purchasing Power Parity) 2005A Russia US$14.1bn Legend: Amount of telecom services spending in US$ in 2004A Ukraine US$3.7bn Source: Pyramid Research (November 2005) Source: EIU, January 2007 The Russian market provides high growth potential given expected real GDP growth and a relatively under-penetrated telecoms market

Attractive Market Potential Fixed Voice Penetration (2006) PC Penetration (2006) Internet Penetration (2006) Broadband Penetration (2006) Source: Company data, Pyramid Research, stats agencies, Direct INFO Note: Penetration in all charts calculated as % of households Well positioned in favourable Market Conditions

Ample Opportunities In Broadband Moscow Russia (ex-Moscow) Internet Penetration Internet Penetration 05-10 CAGR = 14.9% 05-10 CAGR = 34.3% Broadband Penetration Broadband Penetration 05-10 CAGR = 28.7% 05-10 CAGR = 42.6% Pay-TV Penetration Pay-TV Penetration 05-10 CAGR = 5.9% 05-10 CAGR = 33.0% Source: Company data, Direct INFO, Pyramid Research Note: CAGR represents growth in projected users. Penetration calculated as % of households Significant growth potential in the Residential Broadband and Pay-TV markets

Moscow Internet Market In 2006 Home Computers Penetration Level (2006) Internet Penetration (2006) Structure of Connections (2006) 100% = 3,867 households 62.4% 100% 18.6% 18.9% 31% Dial-up 36.9% not connected to Internet 41.2% connected to Internet 58,8% 2,668 households with a computer 34% Broadband 63.1% 69% 8.1% 100% 9.9% 11.6% 36.4%¹ 1,570 households connected to internet Source: Direct INFO Note: All household data in 000’s ¹ Number excludes subs of homenetworks who connect up to internet using Comstar-UTS channels (this would account for additional 2%) In 2006 almost 1.5m households in Moscow are connected to the Internet. More than a half of them use Broadband Internet

Regulatory Changes Effective from Change Applicable to January 1, 2006 Rules for Traffic Routing in the Public Telephone Network Long-distance voice services October 19, 2005 Tariffs for Interconnect and Traffic Exchange Operators with Substantial Positions in the Public Network (MGTS, Comstar-UTS) July 1, 2006 January 1, 2007 ‘Calling party pays’ (“CPP”) principle Rules of rendering of data transmission services The Russian system and the plan of numbering The particularity of providing telecommunication services for State defense, Security and Legal order providing Local calls from fixed to mobile networks Data transmission services Fixed and mobile telephone networks Telecommunication operators providing telecommunication services for State defense, Security and Legal order providing Recent and foreseeable changes have no adverse impact on fundamentals of Comstar’s business

Shareholder Structure Free float incl. GDRs 35% 51% Regional branches & subsidiaries 48% 52% 14%1 56% econ. 23% econ. 21% econ. 25%+12 Other Optimization of ownership structure: Integration of Golden Line into Comstar Turn 100% owned subsidiaries into branches 1 MGTS owns 14% of Comstar, as of Dec.12,2006 2 Including 7.7% owned by MGTS Finance

or contact Masha Eliseeva Head of Investor Relations Contacts For additional information please visit www.comstar-uts.com or contact Masha Eliseeva Head of Investor Relations Phone: +7 985 997 08 52 E-mail: ir@comstar-uts.ru