Rostelecom OJSC: ROSTELECOM’S BOARD OF DIRECTORS TO SET DATE OF EXTRAORDINARY GENERAL MEETING

  Rostelecom OJSC: ROSTELECOM’S BOARD OF DIRECTORS TO SET DATE OF
  EXTRAORDINARY GENERAL MEETING

UK Regulatory Announcement

MOSCOW

                    ROSTELECOM’S BOARD OF DIRECTORS TO SET

                    DATE OF EXTRAORDINARY GENERAL MEETING

Moscow, Russia – April 24, 2013 – Rostelecom OJSC (MICEX - RTS: RTKM, RTKMP;
OTCQX: ROSYY), Russia’s national telecommunications operator, today announces
that a meeting of its Board of Directors has been convened to set the date for
an Extraordinary General Meeting (“EGM”) of Rostelecom shareholders. The
meeting of the Board of Directors will be held by proxy on May 13, 2013, and
will consider the following matters:

  *The convening of an EGM by proxy to approve the reorganisation of the
    Company by merging Svyazinvest OJSC (“Svyazinvest”) and 19 other
    companies^1 (either directly or indirectly fully owned by Rostelecom OJSC
    and/or Svyazinvest) on June 26, 2013;
  *The setting of a record date for the EGM on May 15, 2013;
  *The approval of a list of information to be provided to shareholders, as
    well as the proxy form for voting at the EGM.

On March 28, 2013, the Board of Directors determined the price at which each
ordinary share and each preferred share that will be bought back by the
Company from shareholders who wish to vote ‘against’ Rostelecom’s
reorganisation, and from those who intend to abstain from voting. The prices
for both shares were valued at rates set by Ernst and Young as an independent
appraiser, at RUB 136.05 for each ordinary share and RUB 95.24 for each
preferred share.

The convening of the EGM is an important step in the second stage of the
Group’s reorganisation, which has been approved by a Decree of the President
of the Russian Federation^2. The aim of the reorganisation is to simplify the
Group’s shareholder structure and eliminate 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
consolidate CJSC Sky Link and issue additional Svyazinvest shares, which were
then acquired by the State by exchanging stakes in a number of telecom assets,
as well as set prices for share buyback.

                                    * * *

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

ir@rt.ru

                                    * * *

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 6.5 million
pay-TV subscribers. As Rostelecom develops its mobile data networks, its
position as a major mobile operator is growing with over 13.5 million
currently subscribed to Rostelecom’s mobile voice services. 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 321.3 billion of consolidated revenues, RUB
118.6 billion of OIBDA (36.9% of revenues) and RUB 35.2 billion of net income
for the twelve months ended December 31, 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 National Telecommunications OJSC, National Cable Networks OJSC,
St.Petersburg Cable Television Company OJSC, ELKATEL CJSC, National Cable
Networks – EuroAsia OJSC, Novosibirsk Antenna Cable Television Broadcasting
CJSC, Teleset-Service CJSC, ELTELEKOR CJSC, Mosteleset OJSC, Mostelecom OJSC,
TELESET CJSC, TELESET INVEST CJSC, TNPKO OJSC, Siberian Telecommunications
Systems CJSC, Svyazinvest CJSC, Russian Telecommunications Network OJSC,
Novgorod Datacom CJSC, Parma-Inform CJSC, ENTER CJSC and Ingushelektrosvyaz
OJSC.

^2 Russian Presidential Decree No 340, dating 24.03.2012 ‘On the
reorganization of Rostelecom’

Contact:

Rostelecom OJSC
 
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