Rostelecomís Board of Directors set date of for an Extraordinary General Meeting

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Moscow, Russia – May 16, 2013 – Rostelecom OJSC (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, today announces that its Board of Directors has set the date for an Extraordinary General Meeting (“EGM”) of Rostelecom shareholders. The Board of Directors was held by proxy on May 15, 2013, and took the following decisions:

· To hold an EGM by proxy to approve the reorganisation of the Company by merging Svyazinvest OJSC (“Svyazinvest”) and 20 other companies[1] (either directly or indirectly fully owned by Rostelecom OJSC and/or Svyazinvest) on June 26, 2013;

· To set May 15, 2013 as the EGM record date;

· To approve materials to be provided to shareholders, as well as the proxy form for voting at the EGM.

On March 28, 2013, the Board of Directors set the price at which each ordinary share and each preferred share will be bought back by the Company from shareholders who wish to vote ‘against’ Rostelecom’s reorganisation, and from those who intend to abstain from voting. The price of each class of share was based on market rates determined by Ernst and Young as an independent appraiser, and was set at RUB 136.05 for each ordinary share and RUB 95.24 for each preferred share.

Convening the EGM is the most important step in the second stage of the Group’s reorganisation, which has been approved by Presidential Decree[2]. The aim of the reorganisation is to simplify the Group’s shareholder structure and eliminate any cross-ownership between Rostelecom and Svyazinvest. The Group has already completed a number of important stages as part of the reorganisation process. Rostelecom consolidated CJSC Sky Link, issued additional Svyazinvest shares, which were then acquired by the State by exchanging stakes in a number of telecom assets; and determined the price at which the current share buyback would be conducted.



[1] National Telecommunications OJSC, National Cable Networks OJSC, St. Petersburg Cable Television Company OJSC, ELKATEL CJSC, National Cable Networks – EuroAsia OJSC, Novosibirsk Antenna Cable Television Broadcasting CJSC, Teleset-Service CJSC, ELTELEKOR CJSC, Mosteleset OJSC, Mostelecom OJSC, TELESET CJSC, TELESET INVEST CJSC, TNPKO OJSC, Simbirsky Telecommunications Systems CJSC, Svyazinvest CJSC, Russian Telecommunications Network OJSC, Novgorod Datacom CJSC, Parma-Inform CJSC, ENTER CJSC and Ingushelektrosvyaz OJSC.

[2] Russian Presidential Decree No 340, dating 24.03.2012 ‘On the reorganization of Rostelecom’