Rostelecom OJSC: ROSTELECOM’S BOARD OF DIRECTORS APPROVES SHARE BUYBACK PRICE UK Regulatory Announcement MOSCOW PRESS RELEASE ROSTELECOM’S BOARD OF DIRECTORS APPROVES SHARE BUYBACK PRICE Moscow, Russia – March 27, 2013 – Rostelecom OJSC (the “Group”) (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, announces that its Board of Directors has determined the share price for each ordinary share and each preferred share that will be bought back by the Company from shareholders voting ‘against’ Rostelecom’s reorganisation and from those not taking part in the voting. Both single share prices were valued at market rates by Ernst and Young as an independent appraiser, and set at RUB 136.05 for ordinary shares and RUB 95.24 for preferred shares. The Group will seek to approve this latest step of its reorganisation, which sees Rostelecom and Svyazinvest assets being merged at Rostelecom’s AGM in the summer of 2013^1. The evaluation of Rostelecom shares is the latest step in the second stage of the Group’s reorganisation, which is in accordance with a Russian Presidential Decree^2, and is aimed at simplifying the Group’s shareholder structure and eliminating any cross-ownership between Rostelecom and Svyazinvest. The Group has already completed a number of important stages as part of the reorganisation process, which saw Rostelecom acquire ZAO Sky Link and issue additional Svyazinvest shares, which were then acquired by the State by exchanging stakes in a number of telecom assets. * * * For more information please visit http://www.rostelecom.ru/en/ir or contact: “Rostelecom Investor Relations / Rostelecom IR” application for iPhone and iPad is now available to download for free from the Apple App Store via: https://itunes.apple.com/ru/app/rostelecom-investor-relations/id596370946?mt=8. Investor Relations Department Tel. +7 (499) 995 97 80 email@example.com * * * Rostelecom (www.rostelecom.ru) is Russia’s largest national telecommunications operator with presence in all Russian regions. The Group is a universal operator and undisputable leader of broadband and pay-TV markets in Russia with over 9 million fixed-line broadband subscribers and over 6 million pay-TV subscribers. As Rostelecom develops its mobile data networks, its position as a major mobile operator is growing with over 13 million currently subscribed to Rostelecom’s mobile voice services. The Company currently has approximately 28 million local fixed-line voice subscribers and it is the leader in the corporate and government services segment. The Group is also an important innovator that provides solutions in the field of medicine, E-Government, cloud computing and education. Rostelecom was assigned a ‘BBB-’ and ‘BB+’ international credit ratings by Fitch Ratings and Standard & Poor’s respectively, both with a ‘Stable’ outlook. The Group generated RUB 238.7 billion of consolidated revenues, RUB 94.0 billion of OIBDA (39.4% of revenues) and RUB 30.6 billion of net income for the nine months ended September 30, 2012. * * * Certain statements in this press release are forward-looking statements within the meaning of the U.S. federal securities laws and are intended to be covered by the safe harbors created thereby. Those forward-looking statements include, but are not limited to: *Management’s assessment of the Company’s future operating and financial results as well as forecasts of the present value of future cash flows and related factors; *the Company’s anticipated capital expenditures and plans to construct and modernize its network; *the Company’s expectations as to the growth in demand for its services, plans relating to the expansion of the range of its services and their pricing; *the Company’s plans with respect to improving its corporate governance practices; *the Company’s expectations as to its position in the telecommunications market and the development of the market segments within which the Company operates; *economic outlook and industry trends; *the Company’s expectations as to the regulation of the Russian telecommunications industry and assessment of impact of regulatory initiatives on the Company’s activity; *other statements regarding matters that are not historical facts. Such forward-looking statements are subject to risks, uncertainties and other factors, which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties and other factors include: *risks relating to changes in political, economic and social conditions in Russia as well as changes in global economic conditions; *risks relating to Russian legislation, regulation and taxation, including laws, regulations, decrees and decisions governing the Russian telecommunications industry, securities industry as well as currency and exchange controls relating to Russian entities and their official interpretation by regulatory bodies; *risks relating to the Company, including the achievement of the anticipated results, levels of profitability and growth, ability to create and meet demand for the Company’s services including their promotions, and the ability of the Company to remain competitive in a liberalized telecommunications market; *technological risks associated with the functioning and development of the telecommunications infrastructure, technological innovations as well as the convergence of technologies; *other risks and uncertainties. For a more detailed discussion of these and other factors, see the Company’s Annual Report and the Company’s other public filings. Many of these factors are beyond the Company’s ability to control or predict. Given these and other uncertainties, readers are cautioned not to place undue reliance on any of the forward-looking statements contained herein or otherwise. The Company does not undertake any obligation to release publicly any revisions to these forward-looking statements (which are made as of the date hereof) to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable laws. ^1 In accordance with p49, law 4 ‘On the shareholder community,’ resolution on the reorganization taken at an AGM with a 75% shareholder majority as voted for by voting shareholders at the AGM (including both holders of ordinary and preferred shares) ^2 Russian Presidential Decree No 340, dating 24.03.2012 ‘On the reorganization of Rostelecom’ Contact: Rostelecom OJSC
Rostelecom OJSC: ROSTELECOM’S BOARD OF DIRECTORS APPROVES SHARE BUYBACK PRICE
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