Rostelecom OJSC: EGM Statement UK Regulatory Announcement MOSCOW ROSTELECOM SHAREHOLDERS APPROVE THE MERGER OF SVYAZINVEST AND A NUMBER OF SUBSIDIARIES AS PART OF THE GROUP’S REORGANISATION Moscow, Russia – June 27, 2013 – Rostelecom OJSC (the “Group”) (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, today announces that the Extraordinary General Meeting (“EGM”) of Rostelecom shareholders, held by proxy on June 26, 2013, approved the decision to reorganise the Company by merging Svyazinvest OJSC (“Svyazinvest”) and 20 other companies^1 which are either directly or indirectly fully owned by Rostelecom OJSC and/or Svyazinvest OJSC. The number of shareholders who participated in the EGM comprised 61.6% of the total number of voting (ordinary and preferred) shares. 97.7% of participating shareholders voted in favour of the Company’s reorganisation. Shareholders approved agreements that merge Svyazinvest and other affiliate companies^1 with Rostelecom. As stipulated by the approved agreement that merges Svyazinvest and Rostelecom, 14.0547520661157 ordinary Svyazinvest shares were placed with a nominal value of RUB 1 each, and convert into one Rostelecom ordinary share which carry a nominal value of RUB 0.0025 each. This agreement also envisages the cancellation of the Rostelecom ordinary shares owned by Svyazinvest (Svyazinvest holds the 1,345,556,268 Rostelecom ordinary shares). The Russian Federation will own more than 50% of Rostelecom, as was laid out in the Presidential Decree, which initiated Rostelecom’s reorganisation^2. Sergey Kalugin, President of Rostelecom, commented: “We are approaching the final step of the second stage of the Group’s reorganisation. In fact, we have passed the point of no return and all that is left to complete this stage are formal procedures relating to the mandatory buyout and on the legal reorganisation, when the merged companies will cease to exist as separate legal entities, and their assets and liabilities transfer to Rostelecom. The reorganisation will eliminate the cross-ownership between Rostelecom and Svyazinvest and put in place a more transparent and simplified shareholder structure for the Group. Furthermore, Rostelecom will obtain a number of interesting assets from Svyazinvest. These latest steps significantly boost the investment attractiveness of the merged company.” * * * 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 firstname.lastname@example.org * * * 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 9.5 million fixed-line broadband subscribers and over 6.8 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 77.1 billion of consolidated revenues, RUB 28.8 billion of OIBDA (37.4% of revenues) and RUB 6.4 billion of net income for the first three months ended March 31, 2013. * * * 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, Simbirsky 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 reorganisation of Rostelecom’. Contact: Rostelecom OJSC
Rostelecom OJSC: EGM Statement
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