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April 24, 2013

Rostelecom’s Board of Directors to set date of Extraordinary General Meeting

Moscow, Russia – April 24, 2013 – Rostelecom OJSC (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia’snational telecommunications operator, today announces that a meeting of its Board of Directors has been convened to set the date for an Extraordinary General Meeting (“EGM”) of Rostelecom shareholders. The meeting of the Board of Directors will be held by proxy on May 13, 2013, and will consider the following matters: 

·         The convening of an EGM by proxy to approve the reorganisation of the Company by merging Svyazinvest OJSC (“Svyazinvest”) and 19 other companies[1] (either directly or indirectly fully owned by Rostelecom OJSC and/or Svyazinvest) on June 26, 2013;

·         The setting of a record date for the EGM on May 15, 2013;

·         The approval of a list of information to be provided to shareholders, as well as the proxy form for voting at the EGM. 

On March 28, 2013, the Board of Directors determined the price at which each ordinary share and each preferred share that will be bought back by the Company from shareholders who wish to vote ‘against’ Rostelecom’s reorganisation, and from those who intend to abstain from voting. The prices for both shares were valued at rates set by Ernst and Young as an independent appraiser, at RUB 136.05 for each ordinary share and RUB 95.24 for each preferred share.  

The convening of the EGM is an important step in the second stage of the Group’s reorganisation, which has been approved by a Decree of the President of the Russian Federation[2]. The aim of the reorganisation is to simplify the Group’s shareholder structure and eliminate any cross-ownership between Rostelecom and Svyazinvest. The Group has already completed a number of important stages as part of the reorganisation process, which saw Rostelecom consolidate CJSC Sky Link and issue additional Svyazinvest shares, which were then acquired by the State by exchanging stakes in a number of telecom assets, as well as set prices for share buyback.

[1]National Telecommunications OJSC, National Cable Networks OJSC, St. Petersburg Cable Television Company OJSC, ELKATEL CJSC, National Cable Networks – EuroAsia OJSC, Novosibirsk Antenna Cable Television Broadcasting CJSC, Teleset-Service CJSC, ELTELEKOR CJSC, Mosteleset OJSC, Mostelecom OJSC, TELESET CJSC, TELESET INVEST CJSC, TNPKO OJSC, Siberian Telecommunications Systems CJSC, Svyazinvest CJSC, Russian Telecommunications Network OJSC, Novgorod Datacom CJSC, Parma-Inform CJSC, ENTER CJSC and  Ingushelektrosvyaz OJSC.

[2]Russian Presidential Decree No 340, dating 24.03.2012 ‘On the reorganization of Rostelecom’.



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