Rostelecom's Board of Directors recommends dividend payment for FY 2018, approves nominations to the Board of Directors and the Audit Committee at its AGM

 

Moscow, Russia - May 16, 2019 - Rostelecom PJSC (MOEX: RTKM, RTKMP; OTCQX: ROSYY), the largest digital service provider in Russia, today announces that its Board of Directors has approved the agenda for its Annual General Meeting (the "AGM"), recommended dividend payment for the full year of 2018 and approved the nominations to the Board of Directors and the Audit Committee.

Rostelecom's Board of Directors has recommended that the AGM approves a dividend payment for 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 July 4, 2019.

Taking into account the interim dividend payment for the 9 months of 2018, the total dividend payout for 2018 amounts to RUB 13.9 billion (93% of net profit according to IFRS) or RUB 5 per preferred share and RUB 5 per ordinary share.

The Board of Directors also approved the list of nominees to Rostelecom's Board of Directors and the Audit Committee.

The list of nominations to the Board of Directors includes the following candidates:

1. Ruben Aganbegyan;
2. Alexander Auzan;
3. Kirill Dmitriev;
4. Anton Zlatopolsky;
5. Sergei Ivanov;
6. Alexei Ivanchenko;
7. Nikolay Nikiforov;
8. Konstantin Noskov;
9. Mikhail Oseevskiy Осеевский;
10. Vadim Semenov;
11. Alexei Yakovizkiy.

 

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

The list of nominations to the audit committee includes the following candidates:

1. Igor Belikov;
2. Valentina Veremyanina;
3. Anton Dmitriev;
4. Andrei Kantzurov;
5. Ilya Karpov;
6. Mikhail Krasnov;
7. Anna Chizikova.

Rostelecom's Charter stipulates that the Company's audit committee should consist of 7 members.

The AGM will be held on Friday, June 14, 2019, at 11:00 (local time) in the congress hall of the World Trade Centre, 12 Kransnopresnenskaya embankment, section 4, floor 2, Moscow.

AGM materials can be found on the Company's website at: https://www.company.rt.ru/en/ir/agm/events/gosa/detail/2018/

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PJSC Rostelecom is the largest digital service provider, operating in all segments of the telecommunications market in Russia, it serves millions of households, the state and private enterprises across the country.

Rostelecom is Russia's undisputed market leader, providing high-speed Internet access to over 13 million families and pay-TV services to more than 10.2 million families, over 5.4 million of which are subscribed to Rostelecom's IPTV services on a national level. Rostelecom's MVNO base is over 1.3 million users. The Company develops digital solutions for smart homes, online education, telemedicine and other services.

In the first three months of 2019, the Group generated RUB 78.7 billion of revenues, RUB 26.4 billion of OIBDA (33.5% of revenue) and RUB 5.6 billion of net income.

The Group is the leading provider of telecommunications services to government bodies and corporates of all levels with more than 1.0 million legal entities currently using Rostelecom's high-speed Internet services and VPN.

Rostelecom is a key strategic innovator that provides solutions in the following fields: E-Government, cybersecurity, data-centers and cloud computing, biometry, healthcare, education and housing & utility services.

The Group's stable financial position is confirmed by its credit ratings. Rostelecom has been assigned 'BBB-' and 'BB+' international credit ratings by Fitch Ratings and Standard&Poor's respectively, and AA(RU) by ACRA.

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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;
• 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 upon the annual report publication or to reflect the occurrence of unanticipated events, except as may be required under applicable laws.