Rostelecom OJSC: ROSTELECOM BOARD OF DIRECTORS APPROVES THE ISSUE OF ADDITIONAL ORDINARY SHARES IN ROSTELECOM AS PART OF THE

  Rostelecom OJSC: ROSTELECOM BOARD OF DIRECTORS APPROVES THE ISSUE OF
  ADDITIONAL ORDINARY SHARES IN ROSTELECOM AS PART OF THE SECOND STAGE OF ITS
  REORGANISATION

UK Regulatory Announcement

MOSCOW

ROSTELECOM BOARD OF DIRECTORS APPROVES THE ISSUE OF ADDITIONAL ORDINARY SHARES
IN ROSTELECOM AS PART OF THE SECOND STAGE OF ITS REORGANISATION

Moscow – August 5, 2013 – Rostelecom, Russia’s national telecommunications
operator, today announced that its Board of Directors has approved the
decision to increase the Company’s share capital through the issue of an
additional1,582,234,000 ordinary shares^1. The decision was taken at a
meeting of the Board of Directors, held on August 5^th, 2013.

As a result of the second stage of the reorganisation 1,071,502,300 of the
newly issued shares are planned to be placed in favour of Rosimuschestvo, a
major Svyazinvest shareholder. The remaining shares will only be technically
issued and will be cancelled in-line with legal requirements.

Once the reorganisation is complete, Rostelecom’s share capital structure is
expected to be divided into 2,669,204,301 issued ordinary shares and
242,831,469 issued preferred shares (following the cancellation of
1,345,556,268 ordinary shares currently held by Svyazinvest).

The additional share issue is being conducted to facilitate the merger of
Svyazinvest and 20 other affiliate companies^2 with Rostelecom, which has been
designed to eliminate the cross-ownership between Rostelecom and Svyazinvest.

                                    * * *

For more information please visit http://www.rostelecom.ru/en/ir or contact:

“Rostelecom Investor Relations / Rostelecom IR” application is now available
to download for free from the Apple App Store and Google Play

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 9.5 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 Current structure of Rostelecom share capital: 2,943,258,269 issued
ordinary shares, 242,831,469 issued preferred shares

^2 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.

Contact:

Rostelecom OJSC
 
Press spacebar to pause and continue. Press esc to stop.