ANNUAL SHAREHOLDERS MEETING OF VOLGA-DNEPR AIRLINE

Ulyanovsk (Russia), June 1, 2003. - The annual shareholders meeting of Volga-Dnepr Airlines took place and gathered almost all shareholders: Russia's ministry of property, KASCOL Group (Moscow, Russia), property relations department of Ulyanovsk region administration, ANTK Antonov (Kiev, Ukraine), ZMKB Progress (Zaporozhye, Ukraine).

Vladimir Davydov, general director of Volga-Dnepr Airlines, and Sergey Pedan, interim financial director, presented the annual report for 2002, including annual account report. Alexey Isaikin, airline's chairman, noted that the year of 2002 was the most successful year in the history of the airline.

The results of the auditing inspection were also examined at the shareholders meeting. It was noted that financial report truly reflects the state of assets, liabilities and capital of Volga-Dnepr Airlines and its financial results. Ernst & Young was again appointed as an auditing company.

For the first time since 1994 the shareholders meeting took a decision to pay dividends for the year of 2002.

The shareholders meeting was followed by a meeting of Volga-Dnepr Airlines' board of directors. At the board meeting Alexey Isaikin was re-elected chairman, and Vladimir Davydov, airline's general director, and Sergey Nedoroslev, KASCOL Group president, were elected chairman deputies. Among other members of a new board of directors are Sergey Shklyanik, vice-president, Volga-Dnepr Group; Tatyana Arslanova, marketing and sales deputy director, Volga-Dnepr Group; Anna Korobko, human resources director; Viktor Grigoriev, general director, NORS company; Konstantin Lushakov, executive director, Antonov Airlines; Evgenia Tarasova, general director, Salans legal consultancy company; Gennady Novgorodov, department head, Russia's Ministry of property; Andrey Baranov, managing partner, Prinsten Partners Group.

For the first time in the airline's history two independent directors, who are not tied to the airline by shares or labor relations, were elected to the board of directors. Experts consider that this decision will allow to increase transparency, attract more investments, and enhance protection of shareholders' interests.

"Changes that reshaped recently Volga-Dnepr were reflected in the new board of directors. Today the company's top management considers its shareholders as long-term partners, first of all, strategically oriented at developing our business. Results of the shareholders' meeting and board of directors have showed that this intention is mutual", underlined Alexey Isaikin, Volga-Dnepr Airlines' chairman.