Rostelecom OJSC: Rostelecom Completes the First Stage of Establishing a Joint Venture with Tele2 Russia

  Rostelecom OJSC: Rostelecom Completes the First Stage of Establishing a   Joint Venture with Tele2 Russia  UK Regulatory Announcement  MOSCOW    ROSTELECOM COMPLETES THE FIRST STAGE OF ESTABLISHING A JOINT VENTURE WITH                                  TELE2 RUSSIA  Moscow, Russia – March 28, 2014 –Rostelecom OJSC (MOEX: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, today announces that it has completed the first stage of the deal to establish a joint venture with Tele2 Russia, which will operate as LLC T2 RTK Holding.  As a result of completing the first stage of the deal, Rostelecom has contributed the shares of its mobile subsidiaries to the JV, including CJSC Sky Link, as well as the assets of its start-up regions which include Moscow and St Petersburg among other regions. Debt obligations amounting to RUB 37 billion were simultaneously transferred to the JV.  By closing the first stage of the deal, Rostelecom has received a 45% voting interest and a 26% economic interest in the JV.  The second stage of the deal, which will involve transferring all of the Company’s integrated mobile assets into the JV, is scheduled to be completed by the end of this year. CJSC RT-Mobile, a 100% subsidiary of Rostelecom, is expected to be registered on 1 April, 2014. Rostelecom’s integrated mobile assets will be transferred to RT-Mobile as part of the reorganisation process.  This deal is a key event in the implementation of Rostelecom’s mobile strategy. By possessing a stake in a large and fast-growing mobile operator, Rostelecom will significantly strengthen its presence in Russia’s rapidly developing mobile data market and successfully compete with the main market players.  Sergey Kalugin, President of Rostelecom commented: “We are on track to complete the deal to create this important JV and we are pleased to have finalized the first phase on schedule. The JV is now able to launch its integration process and work on its detailed business plan and strategy. The second stage of the deal will see Rostelecom merge its integrated mobile assets into the JV, a process which begun as soon as shareholders approved the spin-off and officially establish the company. We still have a number of significant steps to make before licences are reissued and RT-Mobile is transferred into the JV. We expect the second stage of the deal to complete by the end of the year.”                                      * * *  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 10.6 million fixed-line broadband subscribers and over 7.5 million pay-TV subscribers. 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 325.7 billion of consolidated revenues, RUB 113.3 billion of OIBDA (34.8% of revenues) and RUB 24.1 billion of net income for the 12 months ended December 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.  Contact:  Rostelecom OJSC