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

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

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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PAO Rostelecom is the largest digital service provider, operating in all segments of the telecommunications market and covering millions of households in Russia.

Rostelecom is an undisputable leader of the broadband and pay-TV markets in Russia with over 13.0 million fixed-line broadband subscribers and over 10.1 million pay-TV subscribers, over 5.1 million of which are subscribed to Rostelecom's IPTV services on the national level.

In the nine months of 2018, the Group generated RUB 233.0 billion of revenues, RUB 74.9 billion of OIBDA (32.1% of revenue) and RUB 12.7 billion of net income.

The Group is a market leader in providing telecommunications services to government bodies and corporates of all levels.

Rostelecom is an important innovator that provides solutions in the field of E-Government, cloud computing, healthcare, education, security and housing & utility services.

The Group's stable financial position confirmed by its credit ratings. Rostelecom was 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.