[Execution Version]



                      SUPPLEMENTAL SHARE TRANSFER AGREEMENT



         THIS SUPPLEMENTAL SHARE TRANSFER AGREEMENT (this "Supplemental

Agreement"), dated as of August 19, 2003 (the "Execution Date"), is made by and

among SFMT-RUSNET, INC., a corporation duly organized and validly existing under

the laws of the State of Delaware, USA ("Buyer's Designee"), MR. ALEXANDER V.

KOZHANOV, a citizen of the Russian Federation ("Seller's Designee"), and NYE

TELENOR EAST INVEST AS, a corporation duly organized and validly existing under

the laws of Norway ("Nye Telenor"). (Nye Telenor, Buyer's Designee and Seller's

Designee are referred to collectively as the "Parties", and each individually as

a "Party").



                              W I T N E S S E T H :



         WHEREAS:



         (A)      Golden Telecom, Inc., a Delaware corporation ("GTI"), and

SFMT-CIS, Inc., a Delaware corporation ("SFMT-CIS"), each affiliated with the

Buyer's Designee, have entered into that certain Share Exchange Agreement, dated

of even date herewith (the "Share Exchange Agreement"), with Nye Telenor

pursuant to which all of the issued and outstanding shares of capital stock of

OAO Comincom, an open joint stock company duly registered and validly existing

under the laws of the Russian Federation (the "Company"), except for the five

(5) shares of the Company's common stock owned as of the date hereof by the

Seller's Designee (the "Supplemental Shares"), are to be acquired by and

transferred to SFMT-CIS;



         (B)      On June 17, 2003, Seller's Designee entered into a Share

Purchase Agreement with Nye Telenor in respect of all of the outstanding shares

of capital stock owned by the Seller's Designee (the "Kozhanov Purchase

Agreement"), a copy of which is attached hereto as Exhibit A;



         (C)      In furtherance of the transactions envisioned by the Share

Exchange Agreement, the Seller's Designee and Nye Telenor entered into a letter

agreement, dated June 17, 2003 (the "Kozhanov Letter Agreement", and together

with the Kozhanov Purchase Agreement, the "Kozhanov Agreements"), a copy of

which is attached hereto as Exhibit B, pursuant to which it was agreed that the

Seller's Designee would retain legal ownership of the Supplemental Shares and

continue to remain as the duly registered owner thereof in the shareholders'

register of the Company until such time as the Seller's Designee has executed a

share transfer order in favor of GTI or an affiliated entity thereof for the

transfer of the Supplemental Shares pursuant to the instructions of Nye Telenor;



         (D)      Under Article 10.2 of the Russian Federal Law No. 208-FZ "On

Joint Stock Companies", the Company must have at least two shareholders as it

directly owns, inter alia, 100% of the issued and outstanding shares in OAO

Combellga, a Russian closed joint stock company, and in order to comply with

this requirement of Russian law, the parties to the Share Exchange Agreement,

together with the Buyer's Designee and the Seller's Designee, have agreed that

in furtherance of the transactions contemplated by the Share Exchange Agreement,

the Supplemental Shares shall be transferred to the Buyer's Designee in

accordance with this Supplemental Agreement;



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         (E)      Nye Telenor, in consideration of the shares of GTI's common

stock being delivered to Nye Telenor pursuant to the Share Exchange Agreement,

wishes to instruct the Seller's Designee that prior to the Closing (as defined

in the Share Exchange Agreement), the Seller's Designee shall execute a share

transfer order for the Supplemental Shares in favor of Buyer's Designee such

that, as of the Closing, the Buyer's Designee shall be duly registered as the

sole and exclusive legal, record and beneficial owner of the Supplemental

Shares; and



         (F)      It is one of the conditions precedent to the Closing under the

Share Exchange Agreement that this Supplemental Agreement be entered into by all

of the Parties;



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

representations, warranties, covenants and agreements hereinafter contained, the

Parties agree as follows:



         1.       Definitions. Unless otherwise defined herein, all capitalized

terms shall have the meanings ascribed to such terms in the Share Exchange

Agreement.



         2.       Instructions to Seller's Designee. (a) As required by the

terms of the Kozhanov Letter Agreement and in consideration of the GTI Shares to

be issued to Nye Telenor pursuant to the terms of the Share Exchange Agreement,

Nye Telenor hereby instructs the Seller's Designee to execute and deliver a

share transfer order (the "Supplemental Share Transfer Order") to the

Shareholders' Registrar ordering the re-registration of the Supplemental Shares

into the name of the Buyer's Designee in the Shareholders' Register. The

Supplemental Share Transfer Order shall be delivered to the Shareholder's

Registrar simultaneously with the delivery of the Share Transfer Order to be

executed by Nye Telenor and delivered to the Shareholder's Registrar in

accordance with the terms of the Share Exchange Agreement with the effect that,

as of the Closing, the Buyer's Designee shall be duly registered as the sole and

exclusive legal, record and beneficial owner of the Supplemental Shares.



         (b)      In furtherance of the obligations of the Seller's Designee

under the Kozhanov Agreements and in exchange for the consideration paid

thereunder, the Seller's Designee hereby covenants and agrees with the other

Parties to take all steps necessary to deliver the Supplemental Share Transfer

Order in accordance with the terms hereof, which Supplemental Share Transfer

Order shall be similar in form and substance to the Share Transfer Order to be

delivered by Nye Telenor pursuant to the Share Exchange Agreement, and to

execute and deliver (or cause to be delivered) all documents and instruments in

form reasonably satisfactory to Buyer's Designee as may be required under

applicable Law, including the Laws of the Russian Federation, or reasonably

necessary in the opinion of Buyer's Designee, in order for the transfer from the

Seller's Designee to the Buyer's Designee of full and exclusive ownership rights

to the Supplemental Shares to occur on the Closing Date.



                                       2



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         3.       Acknowledgement of Payment, No Further Claims and Assignment

of Rights.



         (a)      The Seller's Designee covenants and agrees with the Buyer's

Designee that (i) pursuant to the Kozhanov Purchase Agreement and subject to the

terms thereof, he has received payment in full for the Supplemental Shares in

accordance with the Laws of the Russian Federation and has no further claim for

payment of any amount, or receipt of any other consideration, from the Buyer's

Designee, and (ii) in connection with, or subsequent to, the transfer of the

Supplemental Shares to the Buyer's Designee, the Buyer's Designee shall not be

obligated to make any payment or take any action to or for the benefit of the

Seller's Designee (contingent or otherwise) relating to the Supplemental Shares

(other than as expressly provided for under this Supplemental Agreement).



         (b)      Nye Telenor covenants and agrees that (i) it is issuing the

instruction to the Seller's Designee set forth in Section 2 above in furtherance

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