THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Golden Telecom, Inc. (GLDN)

4/28/2006 Proxy Information

Since March 1, 2004, Mr. Bulgak has been employed as an Advisor to the General Director of EDN Sovintel, LLC (“Sovintel”), a wholly owned subsidiary of the Company. Mr. Bulgak’s annual compensation under this employment agreement with Sovintel is $60,000. The employment agreement between Mr. Bulgak and Sovintel shall terminate as of April 30, 2006. In addition, Mr. Bulgak had a consulting services agreement with Golden TeleServices, Inc., a wholly-owned subsidiary of the Company which agreement expired on December 31, 2005. Golden TeleServices, Inc. paid approximately $1,300 to Mr. Bulgak during the twelve months ended December 31, 2005 under this consulting services agreement.

Shareholders and Standstill Agreements. On December 1, 2003, subsidiaries of the Company completed the purchase of OAO Comincom from Telenor. As a result of the transaction, Telenor acquired 19.5% of the Company’s then issued and outstanding shares. Also as a result of the transaction, the Company and certain major shareholders of the Company entered into a shareholders agreement and a standstill agreement. The shareholders agreement and standstill agreement, which came into effect on December 1, 2003, were entered into by the Company, Alfa Telecom Limited, Nye Telenor East Invest AS, Rostelecom, Capital International Global Emerging Markets Private Equity Fund L.P., Cavendish Nominees Limited and First NIS Regional Fund SICAV. An Independent Committee of the Board of Directors authorized both agreements and granted its approval of the acquisition pursuant to Section 203(a)(1) of the Delaware General Corporate Law.

The shareholders agreement provided that the parties to the agreement would vote their shareholding such that the nominees to the Board designated by the parties pursuant to the agreement will be elected to the Golden Telecom Board of Directors. It is the Company’s opinion that this provision of the Shareholders Agreement expired on December 1, 2005. Accordingly, the Nominating and Corporate Governance Committee of the Board of Directors recommended to the Board of Directors a slate of candidates to be elected as directors which the Nominating and Corporate Governance Committee considered to be in the best interests of the Company, and not in accordance with any provisions of the Shareholders Agreement. At a meeting held on March 16, 2006, the Board of Directors approved the slate of candidates recommended by the Nominating and Corporate Governance Committee for presentation to the shareholders of the Company for election on May 18, 2006.

The standstill agreement expired on June 1, 2005. The standstill agreement had provided that Alfa Telecom Limited may not acquire over 49.99%, Telenor may not acquire over 40.00% and Rostelecom may not acquire over 35.00% of the Company’s outstanding stock on a fully diluted basis. Similar “standstill” provisions were applicable to Capital and Barings whereby neither of these entities’ shareholdings may exceed 20% of the Company’s outstanding stock.

Agreements with affiliates of the Company. In the past, companies affiliated with Alfa Telecom Limited have provided investment banking, corporate finance and consulting services to the Company. We expect that this relationship will continue. In particular, on October 6, 2005, the Company’s subsidiary, Sovintel, entered into a Contract for Consulting Services (hereinafter “the Contract”) with AT Consulting Limited, a legal entity organized under the laws of the British Virgin Islands (hereinafter “the Service Provider”) that is an affiliate of Alfa Telecom Limited. The Contract provides that the Service Provider may be called upon by the Company to provide specified services pursuant to a written order signed in advance of the provisioning of any particular services by the General Director of the Company. The Company may pay the Service Provider remuneration for the Services which shall be negotiated and agreed between the General Director of the Company and an authorized person on behalf of the Service Provider. The aggregate amount of remuneration for Services that may be paid for Services provided between the date of this Contract and December 31, 2005 shall not exceed the equivalent of: $1.0 million, exclusive of VAT if applicable, and will be calculated with regard to individual orders. The Company has ordered services from the Service Provider under the Contract and paid $700,000 to the Service Provider under the Contract during 2005. Prior to this Contract, the Company had entered into a consulting services agreement with Alfa Telecom Limited which became effective on April 1, 2003 and terminated on December 31, 2004. The Company has reached an agreement with Alfa Telecom Limited, in which compensation for the services provided under the consulting services agreement were in the aggregate $0.5 million for the period of April 1, 2003 to December 31, 2004. In December 2003, the Company entered into a one year agreement with OOO Alfa Insurance, an affiliate of Alfa Telecom Limited, to provide the Company with property and equipment liability insurance. The amount payable under this agreement was approximately $0.2 million. The Company extended this agreement until February 2005 and in February 2005, the Company entered into a one year agreement with OOO Alfa Insurance to provide the Company with property and equipment liability insurance. The amount payable under this agreement is approximately $0.4 million. The Company has also entered into commercial arrangements in the ordinary course of business with affiliates of Alfa Telecom Limited, Telenor, and with Rostelecom. In the regular course of business, the Company enters into infrastructure, settlement and other operational contracts with Rostelecom. In 2005 and 2004, the Company incurred costs from Rostelecom under such contracts of approximately $24.0 million and $25.8 million, respectively. In 2005 and 2004, the Company incurred costs from Telenor of approximately $605,000 and $332,000, respectively. The Company believes that the arrangements with these companies have been conducted on commercially reasonable terms.

The Company maintains bank accounts with Alfa Bank, which acts as one of the clearing agents for the payroll of the Russian staff of the Company. The balances at these bank accounts were minimal at December 31, 2004 and 2005. In addition, certain of the Company’s Russian subsidiaries maintain current accounts with Alfa Bank. The amounts on deposit were $0.1 million at December 31, 2004 and $0.2 million at December 31, 2005.

The Company maintains bank accounts with International Moscow Bank. The spouse of the Company’s President is a member of the Executive Board of Directors of International Moscow Bank. The amounts on deposit were approximately $1.7 million at December 31, 2004 and $2.6 million at December 31, 2005.

Mr. Malis’s brother is a senior vice president of two Russian based telecommunications service providers. The Company received revenue from these two telecommunications service providers in the amount of approximately $5.3 million and $5.1 million for the years ended December 31, 2004 and December 31, 2005, respectively and incurred costs to these two telecommunications service providers in the amount of approximately $1.9 million and $1.3 million in the years ended December 31, 2004 and December 31, 2005, respectively. At December 31, 2004, the Company had accounts receivable of approximately $0.7 million and accounts payable of approximately $0.3 million with these two telecommunications service providers. At December 31, 2005, the Company had accounts receivable of approximately $0.9 million and zero accounts payable with these two telecommunications service providers.

Registration Rights Agreements. Golden Telecom entered into a registration rights agreement with Alfa Telecom Limited, Telenor, Rostelecom, Capital and Cavendish and First NIS on August 19, 2003 which became effective on the closing of the OAO Comincom transaction on December 1, 2003. The agreement provides that upon the written request of any of Alfa Telecom Limited, Telenor, or Rostelecom, the Company will use all reasonable efforts to register under the applicable federal and state securities laws the resale of any of the shares of the Company’s Common Stock owned by Alfa Telecom Limited, Telenor or Rostelecom, respectively. Each of Alfa Telecom Limited, Telenor, and Rostelecom may make such requests twice. The agreement also provides that upon the written request of either Capital or Barings, the Company will use all reasonable efforts to register under the applicable federal and state securities laws the resale of any of the shares of the Company’s Common Stock owned by Capital or Barings, respectively. Each of Capital or Barings may make such request once. Alfa Telecom Limited, Telenor, Rostelecom, Capital and Barings each have the right to include their respective shares of the Company’s Common stock in future registrations initiated by the Company on its own behalf or on behalf of other shareholders. This right is subject to certain limitations as to whether and to what extent each of Alfa Telecom Limited, Telenor, Rostelecom, Capital and Barings may include their shares in any such registration. The Company has agreed to pay any registration expenses. The registration rights agreement contains customary indemnification and contribution provisions between the Company, Alfa Telecom Limited, Telenor, Rostelecom, Capital, Cavendish and First NIS.

3/22/2006 Proxy Information

Mr. Bulgak had a consulting services agreement with Golden TeleServices, Inc., a wholly-owned subsidiary of the Company which agreement expired on December 31, 2005. Golden TeleServices, Inc. paid approximately $1,300 to Mr. Bulgak during the twelve months ended December 31, 2005 under this consulting services agreement.