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Golden Telecom, Inc. INVESTOR ROADSHOW March 2003

Golden Telecom, Inc. INVESTOR ROADSHOW March 2003. Agenda. Investment Highlights Golden Telecom Business Overview and Strategy Golden Telecom Financial Overview Appendix. Investment Highlights. Unique growth proposition

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Golden Telecom, Inc. INVESTOR ROADSHOW March 2003

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  1. Golden Telecom, Inc.INVESTOR ROADSHOWMarch 2003

  2. Agenda • Investment Highlights • Golden Telecom Business Overview and Strategy • Golden Telecom Financial Overview • Appendix

  3. Investment Highlights • Unique growth proposition • Growth rate of an alternative operator with the profitability of an incumbent • Standard & Poor’s gave Golden Telecom an issuer credit rating of BB-/Stable, one notch below the sovereign rating and higher than any other rated telecom operator in Russia • Solid and growing market share with attractive corporate customer base in an expanding economy • Corporate incumbent of choice with blue chip customers and widest geographic reach • #1 in corporate market in key cities of Moscow, Kiev, N. Novgorod, #2 in St. Petersburg • Continued expansion of Russian economy will stimulate further demand • Profitable, cash generative business model with modest capex needs • Operating cash flow positive since 1998 • Net income positive throughout 2002 • Modest capex needs of $55-65mm for 2003, at approx. 18% of sales • Poised for significant growth both organically and through consolidation • 2003 Revenue expected to be $320-340mm • 2003 EBITDA expected to improve to $100-120mm • Well positioned to play consolidator role in fragmented market which will further solidify market share • Strong management team and committed shareholders • Shareholders include Russian and foreign strategic and financial investors, committed to maximising shareholder value

  4. Agenda • Introduction • Golden Telecom Business Overview and Strategy • Golden Telecom Financial Overview • Appendixes

  5. Golden Telecom: The Facts • GTI largest independent provider of fixed-line telecommunication services in Russia and CIS • More than 10 years of operating history • Market leader (#1 or #2) in core markets • Blue chip customer base • $289 million in pro-forma combined revenues in 2002 • Pro-forma combined EBITDA of $97 million in 2002 • Consolidated revenues of $198.7 million in 2002, consolidated EBITDA - $61.4 • Profitable since 1Q02: consolidated net income of $29.8 million in 2002 • Publicly traded on NASDAQ since 1999 • Nasdaq: GLDN • Market capitalization as at May 12, 2003: $521mm • Closing price as at March 12, 2003: $19.20

  6. Operating and Ownership Structure Operating Structure Ownership Structure – As of September 30, 2002 Golden Telecom, Inc. and affiliates Capital International 8% Sovintel TeleRoss’s Regional JVs ING Baring Affiliates 10% Alfa Group 40% 100% 50% Golden Telecom (Ukraine) ADS (N.Novgorod) EBRD 11% 100% 58% SA Telcom (Kazakhstan) Public and others 16% 100% Rostelecom 15%

  7. Golden Telecom’s success model: creation of corporate incumbent The three elements of successful conversion of an alternative into incumbent • Lack of adequate infrastructure in the market – still only 30% of infrastructure is digitalLack of adequate telecom infrastructure in Russia sparked accelerated growth of facilities-based alternative operators • Weak incumbents – alternatives command 40% share in industry revenuesWeak incumbents were, and still are, slow in adjusting operations to market conditions and highly competitive environment • Building own customer accessGolden Telecom consistently puts highest priority on development of its own local access infrastructure to preserve high degree of independence from incumbents and therefore high sustainable margins Market Shares in Moscow, 2001 Source: RosBusiness Consulting: Telecom Report, 2001 Golden Telecom’s strong competitive position and customer base, its sustainable high margins and superior service offering make it the best positioned fixed-line operator in Russia

  8. Russian economic growth Fifth consecutive year of growth Stable political environment Progress with tax and judicial reform Slowing inflation Trade surplus and stable currency CB forex reserves are at all time high levels Russia’s credit rating upgraded by S&P to “BB” and by Moody’s to “Ba2” in December 2002 Telecom industry in Russia poised to grow quicker than economy 2% of GDP for telecom industry is considerably below 4-5% average for developed countries Low penetration levels: fixed line penetration is 21%, mobile penetration is 12%, internet penetration is 3% Weak incumbents  Alternative operators are the locomotive of fixed line telecom growth Incumbent operators continue to lag behind technologically, operationally and financially Social burden of servicing residential customers at prices below cost The need to upgrade legacy analog networks to digital standard with no incremental revenue Continuing economic expansion drives demand for modern digital communications GDP growth in Russia Source: Economist Intelligence Unit, August 2002 Historic penetration levels in Russia Source: Pyramid Research

  9. Services by Product Lines and Customer Segments Customer segments

  10. How Do Various Businesses Fit Together? Business Customers: Core Why business customers? • High and stable growth • High gross margin, although substantial SG&A • Low customer turnover • Ability to differentiate ourselves  Negates commoditization • Customer “ownership”: profits can be protected against migration up the supply chain (for example to MGTS or to Rostelecom) Golden Telecom leverages its business services network into operator and consumer markets, hence diversifying revenue streams and improving profitability through scale and scope economies Operators: Bulk Revenues at Low Incremental Cost Consumer Internet: Anticipation of Rapid Growth Why operators? • Improved profitability through better capacity utilization: economies of scale and scope • Lower gross margin, but very low SG&A • Very stable revenue flows from cellular operators for local access and numbering, although other wholesale revenues are more volatile • Active participation in VoIP traffic – capturing revenues which bypass traditional voice channels Why dial-up Internet? • Further capacity utilization: filling the network during night hours • Wide geographic coverage by POPs provides excellent technological platform for building unique nation-wide brand • Very low Internet penetration (1.5%) in Russia: high potential for exponential growth • ROL content provides excellent marketing platform, differentiation attribute and market development stimulant

  11. Business Services: Customer Base and Product Mix MNC and large Russian enterprises are the main customers of managed network solutions and account for over three quarters of all business customer segment revenues Business customers Clients that spend less than $2,000/month;access through direct access (fiber/copper), MGTS copper, indirect access, WLL Clients that spend more than $2,000/month;access through fiber optic Enterprises SME/SOHO Business centers & hotels Moscow corporate Russia MNC Business customers Residential & elite apartments Prepaid phone cards 2003 business services: revenue by customers 2003 business services: revenue by product Business Services: 61% of total 2003 revenue Pre-paid & Residential 4% Internet 19% Voice 59% SME/SOHO 19% Data 17% Large Enterprises 77% Prepaid Cards 5% Source: Golden Telecom forecast

  12. The size of the corporate voice services market exceeded US$500mm in 2001 (excluding incumbent providers) Market share of 32% in Moscow, leading positions in St. Petersburg (#2), Nyzhny Novgorod (#1), Kiev (#1) among alternative providers Historically development focused on higher end of the market – large corporate customers Growth priorities: SME/SOHO market segment, sales to government Growth expectations of around 10% p.a. Voice services will remain the biggest revenue and EBITDA contributor in the next 3 – 4 years Distribution and local numbering capacity are key drivers of business growth Business Services: market position in voice services Voice market shares of alternative operators in Moscow, 2001 Equant 8% Golden Telecom 32% Other 13% Telmos 5% Combellga 12% MTU 17% Comstar 13% Source: Golden Telecom With its leadership position in Moscow, Golden Telecom is the largest independent fixed-line voice services provider in Russia and the CIS

  13. The size of the corporate network market exceeded US$200mm in 2001 (excluding incumbent providers) Market share of 35% nationwide (Russian Federation) Market share in IP/data of 24% in Moscow (Equant 36%, Golden Line 9%) Only one major competitor nationwide: Equant (50%); one upcoming competitor: TTK Growth expectations of around 30-40% p.a. Complex business with high barriers to entry (geographical spread, integrated services) High margin business (limited competition) Predatory growth opportunity (Equant difficulties) Russian & CIS networks Business Services: market position in corporate data & Internet Golden Telecom is the #2 corporate network solutions provider in Russia Corporate networks market share Russia, 2001 Source: Golden Telecom Given its strong market position in the corporate network market, Golden Telecom capitalizes on the growth potential of a highly profitable and sustainable segment of the telecom sector

  14. Carrier Services: Customer base and product mix Carrier Customers Voice Services Data & Internet Services Cellular Operators Domestic Operators International Carriers 2nd and 3rd Tier ISPs VoIP Operators International Carriers - IP transit - Termination of inbound voice traffic - Termination of inbound VoIP traffic • FR distribution for MNCs customers of international carriers • SDH bandwidth between Russia and RoW - Local numbering - DLD, ILD outbound voice traffic - Local numbering - Local, DLD, ILD outbound voice traffic 2003 carrier services revenue by customers 2003 carrier services revenue by product Internet 2% Carrier Services: 24% of total 2003 revenue Intl. Carriers – Data 7% Data 7% Intl. Carriers – Voice 11% Cellular Operators 51% ISPs 2% Voice 91% VoIP Operators 15% Domestic Carriers 14% Source: Golden Telecom forecast

  15. The size of the Wholesale market equaled US$1. 5bn in 2001 (including incumbent providers) Market share GTI < 5 % Major competitors: incumbents Rostelecom, Svyazinvest, MGTS Ukrtelecom, Kazakh Telecom, etc. Other players in Russia International operators: C&W, Telia, Sonera Local LD operators: Transtelecom, Equant, ComBellga, Teleport-TP, Andrew Local alternative operators: MTU, PTT Carrier Services: market position Wholesale market share Russia, 2001 Source: Golden Telecom Carrier Services provide excellent synergies with Business Services, thus improving capacity utilization rates and return on investment

  16. Carrier Services: A stable combination of businesses with different fundamentals Cellular Operators Voice Carrier Services Data Networking • GTI terminates inbound international voice and VoIP traffic from international carriers and provides DLD and ILD access to local fixed line operators interconnected with GTI network • ~ 40% of Carrier Services revenue (10% of total GTI revenue estimate for 2003) • Lower margin: price-sensitive commoditized service • Organic outbound traffic is leveraged to receive and retain inbound streams • Many competitors • GTI distributes FR service to MNCs – customers of GTI’s global partners, provides IP backbone access to small ISPs, sells excess SDH capacity • 10% of Carrier Services revenue (2% of total revenue estimate for 2003) • High margins, very low churn (IT directors don’t want to switch network providers, expensive to have two providers as compared to having two voice providers) • Growth rates = 15% • For international FR connectivity, limited competitors (C&W and other international carriers won’t connect with Equant due to global competition). IP Transit and SDH have 5 competitors • Since 1993 GTI provides local (numbering capacity), DLD and ILD access • Service offering expanded into system integration activities such as construction of base station networks, building call center ring across 14 cities, etc. All cellular operators are customers • ~ 50% of Carrier Services in revenue (12% of total GTI revenue estimate for 2003) • High margins, very low customer churn (no number portability) • Growth rates = 10% and regional expansion may bring this higher • Limited competition (MTU Inform) 60% of Carrier Service revenue is a stable and predictably growing with solid margins

  17. Market Share: 24% in the Russian Federation; 40% in Moscow Competition Moscow: MTU – Inform Regions: local providers Nationwide: none Mass market product Distribution as opposed to direct sales Low margins necessitate high volumes Market is poised for region-driven growth +40% growth p.a., largely driven by regions Access driven – lack of infrastructure in Russia guarantees sustainable market shares for facilities based ISPs In 2001 Moscow accounted for 45% of ISP market-wide revenues. In 2002, the figure is estimated at 35% Golden Telecom is the only nationwide ISP in Russia ROL brand subscriber/revenue organic growth Count in ‘000 US$’000 Note: excludes Cityline brand subscribers to exhibit organic growth rates; Source: Golden Telecom The growing ISP market offers attractive synergies with the core business of GTI and a high standalone growth potential

  18. A winning strategy Under new management, Golden Telecom pursues a focused growth strategy based on core competencies Core resources Growth strategy Leading market position Grow $ base in core markets: Moscow, St. Petersburg • High market shares in the largest Russian and Ukrainian cities • Blue chip customer base - including • Coca-Cola, Pepsi, Mars, Nestle • Ford, Renault • UBS Warburg, Citibank, Renaisance Capital, Bank Menatep • TNK, Caspian Pipeline Consortium • Grow in line with the market • Capitalise on new consolidated position: cross selling opportunities between Sovintel & TeleRoss Superior service offering Expand to new markets and new market segments • Unmatched breadth and depth of service offering in all customer segments • Businesses • Operators • Consumer • Expand regionally replicating Moscow model (MANs with high degree of independence from incumbents) • Expand aggressively in SME • Tap into sales to Government market Access to Capital Growth through acquisitions • Pursue consolidation opportunities in Moscow and St. Petersburg • Leverage regional presence into market dominance in the largest regional cities through potential acquisitions of existing MANs • Strict acquisition criteria and conservative financial approach • Significant cash resources on balance sheet • Unused debt capacity • Access to international financial markets

  19. Formulation of regional strategy • Goal: replicate successful Moscow model in economically strong regional centers • Keys to success: focus on corporate market, independence from incumbents • Focus on high margin corporate market • Ability to develop independently from incumbent protects margins • Independence is secured through obtaining sufficient interconnect with local PSTN and building own access network • Three alternative approaches of regional development: green field, acquisition, building on existing presence • All approaches are feasible and decision to use one or another is based on local circumstances

  20. Acquisitions of ADS and KIS as an example of regional acquisition strategy Market Share of ADS Merged in Nyzhny Novgorod • Reasons for choosing acquisition approach: • ADS maintains working relationship with Volga Telecom • It has sufficient local numbering capacity and sufficient interconnect with incumbent • The company operates almost entirely on its own infrastructure • It has experience in services to business customers • The market is poised for growth in business services • It is operating cash flow positive • Golden Telecom has controlling interest of 58% Source: Golden Telecom Created the leading alternative provider in the third largest Russian city with growth rate of 30% in 2002

  21. Agenda • Introduction • Golden Telecom Business Overview and Strategy • Golden Telecom Financial Overview • Appendix

  22. Group Financial Characteristics • High and consistent revenue growth • High EBITDA growth with expanding margins • High earnings growth • High cash flow generation • Modest capex needs • Strong balance sheet with positive net cash position and unused debt capacity

  23. Strong Historical Growth and Track Record Acquisition of the remaining 50% stake in Sovintel in September 2002 has a major positive impact on consolidated results Consolidated Revenue Consolidated EBITDA US$ mm EBITDA CAGR 55.3%² Revenue CAGR 26.6%¹ ¹ Revenue CAGR based on 1999-2002 period ² EBITDA CAGR based on 1999-2002 period

  24. Trended quarterly income statement 2001-3 (unaudited) GOLDEN TELECOM, INC.

  25. Trended Quarterly Balance Sheet (1) GOLDEN TELECOM, INC. As at the end of 25

  26. Trended Quarterly Balance Sheet (2) GOLDEN TELECOM, INC. As at the end of 26

  27. Consolidated Results by Line of Business (unaudited) Continuing growth, improving margins Golden Telecom Key Consolidated Financials 27

  28. Pro-Forma Combined Results by Line of Business (unaudited) Continuing growth, improving margins Golden Telecom Key Pro-Forma Combined Financials 28

  29. Agenda • Introduction • Golden Telecom Business Overview and Strategy • Golden Telecom Financial Overview • Appendixes

  30. Sovintel Network in Moscow

  31. ADS Network in Nizhny Novgorod Fiber optic channels Coverage Nodes

  32. Current network - MAN and Local Access • Golden Telecom focuses its network investment where maximum value is created for the customer: access and switching • Ownership of last mile also provides high degree of Golden Telecom’s independence from local incumbent operators

  33. Current network - DLD and International International connectivity: • STM-16 from Moscow to Stockholm: IRU with Sonera • STM-4 from Stockholm to London: IRU with Sprint • 45M Moscow to New York: from Sonera Domestic connectivity: • STM-4(16) to St. Petersburg: IRUs from Sonera • Three VC3 Links IRUs from Transtelecom: Moscow – Ekaterenburg-Novosibirsk-Irkutsk-Khabarovsk-Vladivostok; Moscow - Nyzhny Novgorod; Moscow - Voronezh - Samara - Ufa - Ekaterenburg. • Intercity connection to major cities in European part of Russia: 60 E1 leases from Rostelecom and Transtelecom • Leased space segment to providing connectivity for 62 owned and customer earth stations used for remote locations and as a back up for terrestrial channels(C-band – 72MHz, Ku-band-18MHz). • Prudent investment strategy: • investment is directed into demand driven access infrastructure, • highly commoditized long-distance capacity is leased on a competitive market to avoid significant one-time cash outlays into capacity with unproven demand

  34. Network expansion plan objectives 30% of next year’s capex is allocated for building access infrastructure, 30% will be for maintenance and the remaining 40% - for services upgrades, switching and transport Current status • The industry development over past 20-25 years has moved from focus on switching to transport and now to access • Ability to access customers over own infrastructure is the key to success • Move toward smaller customers in Moscow and St. Petersburg and the regions requires differentiated approach to network expansion. • Renting access lines from incumbents has proven to be difficult with incumbents protecting their monopoly position and government not interfering • The focus of network development going forward will be access: • Further expansion with fiber to large customers • Building own access network to smaller customers utilizing different technologies: wireless, copper and others • Replacing rented access lines with own network assets in a variety of technological ways

  35. Special Note Regarding Forward Looking Statements Certain statements contained in this presentation or made during the meeting concerning management’s intentions, expectations or predictions are forward looking statements. Such statements include estimates of future financial and operating performance, expectations regarding future market position, geographical markets that we plan to enter, our future product offerings, our assessment of the risk factors and effectiveness of our strategic responses. It is important to note that the company’s actual results may differ materially from those projected in such forward looking statements. Factors that may cause the anticipated results not to occur include unanticipated changes in customer demand, changes in competitive product offerings, increased price competition, change in macroeconomic and political environment, changes in local regulatory regimes, or shifts in strategy of our partners. All forward looking statements are made as of today and Golden Telecom disclaims any duty to update such statements. Additional information concerning the factors that could cause actual results to differ materially from those projected in the forward looking statements is contained in the company’s annual report on Form 10K for the year ended December 31, 2001, quarterly reports on Form 10Q for quarters ended September 30, 2002 and June 30, 2002 and other filings with the U.S. Securities and Exchange Commission (SEC). Copies of these filings may be obtained by contacting Golden Telecom or the SEC. For more information contact Investor Relations: e-mail: investorrelations@gti.ru, web: www.goldentelecom.ru tel.: +7-501-797-9300; fax: +7-501-797-9332

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