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Rostelecom’s Board of Directors approves nominations to new Board of Directors and recommends interim dividend payment for 9m 2018

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Moscow, Russia – November 28, 2018 – Rostelecom PJSC (MOEX: RTKM, RTKMP; OTCQX: ROSYY), the largest digital service provider in Russia, today announces that its Board of Directors has recommended interim dividend payment for the 9 months of 2018, and approves the nominations to the new Board of Directors to be elected at the Extraordinary General Meeting (the “EGM”).

Rostelecom’s Board of Directors has recommended that the EGM approves an interim dividend payment for the 9 months of 2018, on both ordinary and preferred shares of RUB 6,961 million. The dividends are to be paid as follows:

  • RUB 2.5 per Class A preferred share;
  • RUB 2.5 per ordinary share.

The record date for receiving dividends has been set at January 13, 2019.

The Board of Directors also approved the list of nominees to Rostelecom’s new Board of Directors. The list of nominations includes the following candidates:

  1. Aganbegyan Ruben;
  2. Auzan Alexander;
  3. Dmitriev Kirill;
  4. Zlatopolskiy Anton;
  5. Ivanov Sergei;
  6. Nikiforov Nikolai;
  7. Noskov Konstantin;
  8. Oseevskiy Mikhail;
  9. Poluboyarinov Mikhail;
  10. Semenov Vadim;
  11. Yakovitskiy Alexei.

Rostelecom’s Charter stipulates that the Company’s Board of Directors should consist of 11 members.

The three candidates – Aganbegyan Ruben, Auzan Alexander and Semenov Vadim – have been recognized as independent directors by Rostelecom’s Board Nominations and Remuneration Committee which met on November 22, 2018 (Minutes #2 as of November 23, 2018). This was decided in line with relevant criteria of independence stipulated in Corporate Governance Code approved by Russia’s Central Bank’s Board of Directors on March 21, 2014.

The EGM will be held on December 24, 2018, in the congress hall of the World Trade Centre, 12 Kransnopresnenskaya embankment, section 4, floor 2, Moscow.

The record date to participate in the EGM has been set for November 2, 2018.

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Certain statements in this press release are forward-looking statements within the meaning of the U.S. federal securities laws and intended to be covered by the safe harbours created thereby.

Those forward-looking statements include, but are not limited to:

  • Assessment of PAO Rostelecom’s (the Company) future operating and financial results as well as forecasts of the present value of future cash flows and related factors;
  • The Company’s plans to take ownership stakes in other organisations;
  • 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 forecasts on 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;