ROSTELECOM ANNOUNCES RESULTS OF AGM
Moscow, Russia – June 14, 2012 – Rostelecom OJSC (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, today announces that the following resolutions were passed at the Company’s Annual General Meeting of shareholders (“the AGM”) on June 14, 2012.
The AGM approved Rostelecom’s Annual Report and its financial statements for the fiscal year ended December 31, 2011.
Based on Rostelecom’s full year 2011 results, the AGM approved that the Company’s profit should be distributed as follows:
1. The Company’s equity capital is to be increased by RUB 17,599.481 million, or 54.05% of 2011 net profit according to Russian Accounting Standards (“RAS”)
2. A dividend amounting to RUB 14,961.559 million or 45.95% of 2011 net profit in accordance with RAS is to be paid, which equates to 32.48% of 2011 net profit as determined in accordance with International Financial Reporting Standards (“IFRS”), including:
- a 2011 cash dividend of RUB 4.6959 per share on the Company’s Class A preferred shares, which represents 3.5% of 2011 net profit under RAS or 2.48% of 2011 net profit under IFRS on all Class A preferred shares
- a 2011 cash dividend of RUB 4.6959 per share on the Company’s ordinary shares, which is equivalent to 42.45% of 2011 net profit under RAS or 30% of 2011 net profit under IFRS on all ordinary shares.
The shareholders have elected the following members of Rostelecom’s Board of Directors:
1. Sergei Azatyan – Managing Director of the Moscow Representative Office of MarCap Advisors Limited LLC;
2. Vladimir Bondarik – General Director of Giprosvyaz;
3. Anton Zlatopolsky – General Director of “Rossiya” TV channel;
4. Anton Inshutin – Managing Partner of InVenture Partners;
5. Yury Kudimov – General Director of VEB Capital;
6. Sergey Kuznetsov – Member of the National Register of Independent Directors of the Russian Union of Industrialists and Entrepreneurs;
7. Mikhail Leschenko – Deputy General Director of Svyazinvest;
8. Anatoly Milyukov – Executive Vice President of Gazprombank;
9. Alexander Provotorov – President of Rostelecom;
10. Ivan Rodionov – Professor of State University ‘Higher School of Economics’, Professor of Russian State University for the Humanities;
11. Vadim Semenov – General Director of Svyazinvest.
At the first Board of Directors meeting, which also took place on June 14th, Ivan Rodionov was appointed Chairman of the Board of Directors.
The shareholders also approved remuneration for the Board members not employed by the Government.
In addition, new editions of Rostelecom’s Charter, the bylaws for the Board of Directors and the Provisions for the Company’s Audit Commission were approved at the AGM.
ZAO KPMG was appointed as Rostelecom’s auditor for 2012.
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For more information please visit www.rostelecom.ru or contact:
Investor Relations Department
Tel. +7 (499) 995 97 80
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Rostelecom (www.rostelecom.ru) is Russia’s national telecommunications operator and now also includes the regional incumbent telecommunications operators (CentreTelecom, SibirTelecom, Dalsvyaz, Uralsvyazinform, VolgaTelecom, North-West Telecom and Southern Telecommunications Company) and Dagsvyazinform. Rostelecom has the largest domestic backbone network (approximately 500 thousand km) and last mile connections to approximately 43 billion households in Russia. The Company holds licences to provide a wide range of telecommunications services (telephony, data, TV and value-added solutions) to residential, corporate and governmental subscribers and fourth party operators across all regions of the Russian Federation. The Rostelecom brand is one of Russia’s ten most trusted brands (source: Romir market research).
Rostelecom’s ordinary and preferred shares are traded on the MICEX-RTS (RTKM, RTKMP) stock exchange, and its depository receipts are traded over-the-counter in the United States on the OTCQX under the symbol ‘ROSYY’. Rostelecom is majority owned (53.2% of ordinary shares) by the Russian Government and has a free float of less than 40% of the outstanding ordinary shares and over 70% of the outstanding preferred shares. Rostelecom was assigned a ‘BBB-’ and ‘BB+’ international credit ratings by Fitch Ratings and Standard&Poor’s respectively, both with a ‘Stable’ outlook. Rostelecom had 28.5 billion local fixed-line voice subscribers, 12.5 billion mobile voice subscribers, 8.2 billion fixed-line broadband subscribers and 5.9 billion pay-TV subscribers at the end of 2011. The Group generated RUB 296.0 billion of consolidated revenues, RUB 117.7 billion of OIBDA (39.8% of revenues) and RUB 46.1 billion of net income for the twelve months ended December 31, 2011.
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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 are intended to be covered by the safe harbors created thereby.
Those forward-looking statements include, but are not limited to:
• Management’s assessment of the Company’s future operating and financial results as well as forecasts of the present value of future cash flows and related factors;
• 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 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 after the date hereof or to reflect the occurrence of unanticipated events, except as may be required under applicable laws.