CONFORMED COPY







                           SHARE PURCHASE AGREEMENT



                                  dated as of



                               November 28, 2003



                                by and between



                          CAVENDISH NOMINEES LIMITED



                                      and



                        FIRST NIS REGIONAL FUND SICAV,



                                  as Sellers



                                      and



                          NYE TELENOR EAST INVEST AS,



                                 as Purchaser





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                                Table of Contents





1.       Purchase and Sale of  Shares; Closing and Manner of Payment.......... 1



         1.1      Agreement to Purchase and Sell Shares....................... 1

         1.2      Purchase Price.............................................. 1

         1.3      Manner of Payment of Purchase Price......................... 1

         1.4      Manner of Delivery of  Shares............................... 1

         1.5      Time and Place of Closing................................... 2



2.       Representations and Warranties....................................... 2



         2.1      General Statement........................................... 2

         2.2      Representations and Warranties of Purchasers................ 2

         2.3      Representations and Warranties of Seller.................... 3



3.       Covenants............................................................ 4



         3.1      Cooperation................................................. 4

         3.2      Public Announcements........................................ 4



4.       Closing Conditions................................................... 4



         4.1      Conditions Precedent to the Obligations of All Parties...... 4



5.       Deliveries at Closing................................................ 4



6.       Survival of Representations and Warranties........................... 5



7.       Termination rights................................................... 5



         7.1      Termination................................................. 5

         7.2      Procedure and Effect of Termination......................... 5



8.       Miscellaneous........................................................ 5



         8.1      Amendment and Modification.................................. 5

         8.2      Benefit and Assignment...................................... 5

         8.3      No Third-Party Beneficiaries; Obligations Several........... 5

         8.4      Entire Agreement............................................ 5

         8.5      Expenses.................................................... 6

         8.6      Headings.................................................... 6

         8.7      Choice of Law, Arbitration.................................. 6

         8.8      Notices..................................................... 6

         8.9      Counterparts................................................ 8

         8.10     Currency.................................................... 8



Schedules



Schedule A        Shares and Purchase Price





                                      i

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                           SHARE PURCHASE AGREEMENT



         This SHARE PURCHASE AGREEMENT (this "Agreement") is made, executed and

delivered as of November 28, 2003 by and between Cavendish Nominees Limited, a

limited liability company organized under the laws of Guernsey ("Cavendish"),

and First NIS Regional Fund SICAV, a private institutional fund organized under

the laws of Luxembourg ("First NIS" and, together with Cavendish, each a

"Seller" and, collectively, the "Sellers"), and Nye Telenor East Invest AS, a

company organized under the laws of Norway (the "Purchaser").



                                   WITNESSETH



         WHEREAS, the Sellers own beneficially and of record 60,000 shares of

the common stock, par value $0.01 per share (the "Shares"), of Golden Telecom,

Inc., a Delaware corporation ("GTI" or the "Company"); and



         WHEREAS, the Sellers wish to sell the Shares to the Purchaser and the

Purchaser wishes to purchase the Shares from the Sellers on the terms and

subject to the conditions herein contained;



         NOW, THEREFORE, in consideration of the premises and the mutual

agreements and covenants hereinafter set forth, the parties hereby agree as

follows:



1.       Purchase and Sale of Shares; Closing and Manner of Payment

         ----------------------------------------------------------



         1.1 Agreement to Purchase and Sell Shares. On the terms and subject to

the conditions contained in this Agreement, the Purchaser shall purchase from

each Seller, and each Seller shall sell to the Purchaser, the Shares specified

opposite such Seller's name in Schedule A hereto, which shall upon such sale be

fully paid and non-assessable and free and clear of all liens, encumbrances,

proxies, voting trusts, voting agreements, adverse claims, contractual

restrictions on transfer or any other charges (collectively, the "Claims"),

except for the restrictions imposed by (a) the Shareholders Agreement dated as

of May 11, 2001 among the Sellers, Capital International Global Emerging Markets

Private Equity Fund L.P. ("CIG"), Alfa Telecom Limited ("Alfa") and the Company,

(b) the Shareholders Agreement dated as of August 19, 2003 among the Sellers,

CIG, Alfa, the Purchaser and the Company, (c) Claims arising by virtue of

actions of the Purchaser and (d) applicable law. The Purchaser shall not be

obligated to purchase any of the Shares at the Closing unless all of the Shares

have been delivered by the Sellers in accordance with Section 1.4 hereof.



         1.2 Purchase  Price.  The purchase  price of the Shares shall be

US$28.00 per Share,  for a total purchase price of US$1,680,000 (the "Purchase

Price").



         1.3 Manner of Payment of Purchase Price. The Purchase Price shall be

paid or satisfied at the Closing (as herein after defined) by wire transfer of

immediately available funds of the portion of the Purchase Price payable to each

Seller to such bank account or accounts as such Seller shall designate by

written notice delivered to the Purchaser prior to the Closing.



         1.4 Manner of Delivery of Shares. At the Closing, each Seller shall

deliver to the Purchaser (or to such person as the Purchaser may designate in

writing to such Seller) certificates evidencing the Shares described opposite

such Seller's name in Schedule A hereto, accompanied by duly executed stock

powers, in proper form for transfer of such shares to the Purchaser.





{PAGE}



         1.5 Time and Place of Closing. The transactions contemplated by this

Agreement, including, without limitation, the sale and purchase of the Shares,

shall be consummated (the "Closing") at Chadbourne & Parke, Regis House, 45 King

William Street, London EC4R 9AN, England on Friday, November 28, 2003, or on

such other date, and at such time or place, as shall be mutually agreed upon in

writing by the Sellers and the Purchaser. The date on which the Closing occurs

in accordance with this Agreement is referred to in this Agreement as the

"Closing Date".



2.       Representations and Warranties

         ------------------------------



         2.1 General Statement. Except as expressly set forth in this Agreement

and the Investor Letter dated the date hereof in the form attached hereto as

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