Rostelecom OJSC: Statement re ROSTELECOM’S SHAREHOLDERS APPROVE THE SPIN-OFF OF RT-MOBILE

  Rostelecom OJSC: Statement re ROSTELECOM’S SHAREHOLDERS APPROVE THE SPIN-OFF
  OF RT-MOBILE

UK Regulatory Announcement

MOSCOW

         ROSTELECOM’S SHAREHOLDERS APPROVE THE SPIN-OFF OF RT-MOBILE

Moscow, Russia – December 31, 2013 – Rostelecom OJSC (Moscow Exchange: RTKM,
RTKMP; OTCQX: ROSYY), Russia's national telecommunications operator
(“Rostelecom”), today announces that, following the EGM that took place on 30
December, the Company‘s shareholders have voted to approve the Company’s
reorganisation in the form of spinning off its mobile assets with a book value
of RUB 19.5 billion^1 (including telecommunications equipment and intellectual
property rights), into its subsidiary company, CJSC RT-Mobile.

The shareholders who participated in the EGM collectively hold 61.1% of voting
shares (both ordinary and preferred). 85.2% of these shareholders voted in
favour of Rostelecom’s reorganisation.

The spinning-off of RT-Mobile is an important step in the future development
of Rostelecom’s mobile assets, which Rostelecom intends to incorporate into a
joint venture with Tele2 Russia. After the spin-off has been completed, it is
assumed that Rostelecom will integrate 100% of RT-Mobile’s shares into the
share capital of the joint venture, T2 RTK Holding.

Sergey Kalugin, President of Rostelecom, commented: “We are pleased that our
shareholders support the spinning off of our mobile assets into a separate
subsidiary. This is an important step towards implementing the broader
corporate strategy. We will soon integrate these assets with T2 RTK Holding
and will formally complete the creation of a JV with Tele2 Russia. By
combining assets, the JV’s market share by subscribers will be 16%. The new
company will have a complete portfolio of frequencies and will operate
commercially in 64 Russian regions. We believe that we are in fact creating a
national mobile operator that has all the opportunities to be competitive on a
national scale, and have great growth potential.”

                                    * * *

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 9.8 million fixed-line broadband subscribers and over 7.0 million
pay-TV subscribers. As Rostelecom develops its mobile data networks, its
position as a major mobile operator is growing with over 14.1 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 232.3 billion of consolidated revenues, RUB
87.1 billion of OIBDA (37.5% of revenues) and RUB 24.2 billion of net income
for the first nine months ended September 30th, 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 According to the spin off balance sheet as of 30.09.2013.

Contact:

Rostelecom OJSC
 
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