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 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 6.5 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
Rostelecom OJSC: ROSTELECOM’S BOARD OF DIRECTORS TO SET DATE OF EXTRAORDINARY GENERAL MEETING
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