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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