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Rostelecom OJSC: Result of AGM

  Rostelecom OJSC: Result of AGM  UK Regulatory Announcement  MOSCOW                       ROSTELECOM ANNOUNCES RESULTS OF AGM  Moscow, Russia – June 30, 2014 – Rostelecom OJSC (MOEX: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, today announces the results of its AGM, which was held on June 30, 2014.  The AGM approved Rostelecom’s Annual Report and its financial statements for the fiscal year ended December 31, 2013.  Based on Rostelecom’s 2013 results, the AGM approved that the Company’s profit should be distributed as follows:  1. The Company’s equity capital is to be increased by RUB 26.5 billion, or 75% of 2013 net profit according to Russian Accounting Standards (“RAS”).  2. A dividend amounting to RUB 8.824 billion, or 25% of 2013 RAS net profit, is to be paid, which equates to 37% of 2013 net profit in accordance with International Financial Reporting Standards (“IFRS”), including:    *A dividend of RUB 4.848555414552 per Class A preferred share;   *The dividend per ordinary share is calculated as follows: the total sum of     RUB 8,824 mln, excluding the accrued dividends on the Class A preferred     shares, divided by the amount of Rostelecom ordinary shares outstanding as     at July 14, 2014 (excluding the treasury shares on Rostelecom’s balance     sheet^1).  The shareholders approved July 14, 2014 as the record date for receiving dividends for 2013.  The shareholders also elected the following to Rostelecom’s Board of Directors:  1.   Ruben Abelovich Aganbegyan; 2.    David Benello; 3.    Kirill Aleksandrovich Dmitriev; 4.    Anton Andreevich Zlatopolsky; 5.    Sergei Borisovich Kalugin; 6.    Igor Ilyich Kozlov; 7.    Mikhail Yuriyevich Lesin; 8.    Anatoly Anatolyevich Milyukov; 9.    Mikhail Igorevich Poluboyarinov; 10.   Vadim Viktorovich Semenov; 11.   Vitaly Yuriyevich Sergeichuk.  The AGM elected the following to the Audit Committee:  1.  Valentina Fedorovna Veremyanina; 2.   Vasily Vladimirovich Garshin; 3.   Denis Rishievich Kant Mandal; 4.   Anna Aleksandrovna Lerner; 5.   Vyacheslav Evgenievich Ulupov; 6.   Alexander Sergeevich Ponkin; 7.   Alexander Viktorovich Shevchuk.  The AGM approved the agreement on liability insurance for the Company’s Board of Directors and executives.  ZAO KPMG was appointed as Rostelecom’s auditor for 2014.  In addition, shareholders approved new editions of the Company’s regulations on the General Shareholders’ Meeting and on the Board of Directors.                                      * * *  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 one of the largest national telecommunications operators in Russia and Europe. The Group operates in all segments of the telecommunications market and covers more than 34 million households.  Rostelecom is an undisputable leader of the broadband and pay-TV markets in Russia with over 10.8 million fixed-line broadband subscribers and over 7.6 million pay-TV subscribers.  The Group generated RUB 80.4 billion of consolidated revenues, RUB 26.5 billion of OIBDA (33.0% of revenues) and RUB 6.9 billion of net income for the first three months ended March 31, 2014.  The Group is a market leader in providing telecommunications services to government bodies and corporates of all levels. It is also an important innovator that provides solutions in the field of medicine, E-Government, cloud computing, education, security and housing & utility services.  Rostelecom was assigned ‘BBB-’ and ‘BB+’ international credit ratings by Fitch Ratings and Standard & Poor’s respectively.                                      * * *  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 Subject to the provisions of sub-section 6, article 76 of the law on Joint Stock Companies  Contact:  Rostelecom OJSC  
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