Call Option Agreement

DATED 12 MARCH 2003

Between

T-Mobile International AG, a joint stock company (AG), incorporated and organised under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Bonn under commercial register number HRB 8716, having its registered office at Kennedy Allee 1-5, D-53175 Bonn, Germany

- hereinafter TMO -

Smaragd Telekommunikationsdienste GmbH, a limited liability company (GmbH), incorporated and organised under the laws of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Bonn under commercial register number HRB 8522, having its registered office at Kennedy Allee 1-5, D-53175 Bonn, Germany

- hereinafter Smaragd -

and

Sistema Joint Stock Financial Corporation, an open joint stock company incorporated and organised under the laws of the Russian Federation, registered with the Ministry of Tax of the Russian Federation, registration certificate No. 1027700003891, having its registered office at Prechistenka str. 17/8/9, Building 1, 119034 Moscow, Russian Federation

- hereinafter Sistema -

- TMO, Smaragd and Sistema are sometimes hereinafter referred to jointly as the Parties and individually as a Party-

WHEREAS:

(A)                              TMO and Sistema are shareholders in Mobile TeleSystems OJSC (MTS), an open joint stock company, incorporated and organised under the laws of the Russian Federation, registered with the State Registration Chamber under the Ministry of Justice of the Russian Federation, Registration Certificate No. P-7882.16.5, and having its registered office at 4, Marksistskaya Street, 109147 Moscow, Russian Federation, the shares of which are registered and traded on the New York Stock Exchange in ADS form under the symbol MBT;

1

(B)                                As of the date of this Agreement, MTS has issued 1,993,326,138 (one billion nine hundred ninety-three million three hundred twenty-six thousand one hundred thirty-eight) common shares. TMO currently directly holds 721,536,738 (seven hundred twenty-one million five hundred thirty-six thousand seven hundred thirty-eight) common shares in MTS;

(C)                                TMO is prepared to grant to Sistema and Sistema is prepared to accept from TMO a call option to acquire all of but not less than all of 199,332,614 (one hundred ninety-nine million three hundred thirty-two thousand six hundred and fourteen) common shares in MTS from, and as directly held by, TMO (the Underlying Shares) or otherwise on the terms of this Agreement;

(D)                               TMO intends to place ADSs and/or common shares in MTS representing up to 100,400,693 (one hundred million four hundred thousand six hundred ninety three) common shares in a Five Percent Offering;

NOW, THEREFORE, intending to be legally bound and in consideration of the foregoing and the respective agreements and obligations contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged

THE PARTIES HEREBY AGREE AS FOLLOWS:

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