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DGAP-UK-Regulatory News vom 14.06.2019

ROSTELECOM PJSC: Rostelecom announces results of AGM


14-Jun-2019 / 13:30 MSK
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

Rostelecom announces results of AGM

Moscow, Russia - June 14, 2019 - Rostelecom PJSC (MOEX: RTKM, RTKMP; OTCQX: ROSYY), the largest digital service provider in Russia, today announces the results of its AGM, which was held on June 14, 2019.

The AGM approved Rostelecom's Annual Report and its financial statements for the fiscal year ended December 31, 2018.

Based on Rostelecom's 2018 results, the AGM approved that the Company's dividend will amount to RUB 6.961 bln, to be paid in cash, including:

* RUB 2.5 per Class A preferred share;

* RUB 2.5 per ordinary share.

The shareholders approved July 4, 2019 as the record date for receiving dividends for 2018.

The total amount of dividends paid for the 12 months of 2018, including the interim payments for the 9 months of 2018, will amount to RUB 13.9 bln, or 93% of net income in accordance with IFRS[1] or RUB 5 per ordinary share and RUB 5 per Class A preferred share.

The shareholders also elected the following to Rostelecom's Board of Directors:

  • Ruben Aganbegyan;
  • Alexander Auzan;
  • Kirill Dmitriev;
  • Anton Zlatopolsky;
  • Sergei Ivanov;
  • Alexei Ivanchenko;
  • Nikolay Nikiforov;
  • Konstantin Noskov;
  • Mikhail Oseevskiy;
  • Vadim Semenov;
  • Alexei Yakovizkiy.

The AGM elected the following to the Audit Commission:

  • Igor Belikov;
  • Valentina Veremyanina;
  • Anton Dmitriev;
  • Andrei Kantzurov;
  • Ilya Karpov;
  • Mikhail Krasnov;
  • Anna Chizikova.

Ernst & Young LLC was appointed as Rostelecom's auditor for the second half of 2019 and the first half of 2020.

In addition, the shareholders approved the annual remuneration for members of the Board of Directors and the Audit Commission, along with new editions of the Company's Charter, regulations on the General Shareholders' Meeting, as well as on the membership in the Association of the Self-Regulatory Organization for engineering research "Centrizyskania".

* * *

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 clients and pay-TV services to more than 10.2 million subscribers, 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.

* * *

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.



[1] International financial reporting standards

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