Rostelecomís shareholders approve the spin-off of RT-Mobile

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Moscow, Russia – December 31, 2013 – Rostelecom OJSC (Moscow Exchange: RTKM, RTKMP; OTCQX: ROSYY), Russia's national telecommunications operator (“Rostelecom”), today announces that, following the EGM that took place on 30 December, the Company‘s shareholders have voted to approve the Company’s reorganisation in the form of spinning off its mobile assets with a book value of RUB 19.5 billion[1] (including telecommunications equipment and intellectual property rights), into its subsidiary company, CJSC RT-Mobile.

The shareholders who participated in the EGM collectively hold 61.1% of voting shares (both ordinary and preferred). 85.2% of these shareholders voted in favour of Rostelecom’s reorganisation.

The spinning-off of RT-Mobile is an important step in the future development of Rostelecom’s mobile assets, which Rostelecom intends to incorporate into a joint venture with Tele2 Russia. After the spin-off has been completed, it is assumed that Rostelecom will integrate 100% of RT-Mobile’s shares into the share capital of the joint venture, T2 RTK Holding.

Sergey Kalugin, President of Rostelecom, commented: “We are pleased that our shareholders support the spinning off of our mobile assets into a separate subsidiary. This is an important step towards implementing the broader corporate strategy. We will soon integrate these assets with T2 RTK Holding and will formally complete the creation of a JV with Tele2 Russia. By combining assets, the JV’s market share by subscribers will be 16%. The new company will have a complete portfolio of frequencies and will operate commercially in 64 Russian regions. We believe that we are in fact creating a national mobile operator that has all the opportunities to be competitive on a national scale, and have great growth potential.”

[1] According to the spin off balance sheet as of 30.09.2013.