Resolutions taken by the EGM
Moscow, Russian Federation (20 September 2016) - Public Joint Stock Company "MegaFon" (LSE: MFON), a leading Russian telecommunications operator, ("MegaFon" or the "Company") announces that MegaFon's Extraordinary General Shareholders' Meeting (EGM) at a meeting held by absentee voting on 19 September 2016 took the following resolutions:
1. To reorganize the Company in the form of a spin-off ("Spin-off") of Joint-Stock Company "First Tower Company" ("FTC") according to the procedures and subject to the following terms and conditions:
1.1. Name and location:
1.1.1. Full name: Joint-Stock Company "First Tower Company"
1.1.2. Abbreviated name: "FTC" JSC
1.1.3. Address: 41 Oruzheiniy lane, Moscow, 127006 Russian Federation
1.2. Condition and procedure of the Spin-Off:
As a result of the Spin-off, certain property, rights and duties of the Company shall be transferred pursuant to a Transfer Act to FTC (also referred to as the "Demerger financial statements" according to part 4 Article 19 of the Federal Law No.208-FZ "On Joint-Stock Companies" dated 26.12.1995).
In compliance with the applicable Russian law, the Company shall take the following actions as part of the procedure of the Spin-off:
· Within 3 (Three) business days following the decision on the reorganization in the form of the Spin-off, the Company shall inform in writing the registration agency about the start and form of the reorganization;
· Upon the registration of the start date of the reorganization with the Uniform State Register of Legal Entities, the Company shall publish a notice on the Spin-off twice a month in specialized printed media for disclosure of information on state registration of legal entities;
· Lenders of the Company shall receive guarantees as set forth by Article 60 of the Civil Code of the Russian Federation;
· Subject to the applicable Russian law, the Company's shareholders who voted against approval of the Spin-off, or did not participate in voting on this item, will have the right to request full or partial redemption by the Company of their ordinary shares at the price defined by the Board of Directors of MegaFon, taking into account the valuation of the market value of one ordinary share of the Company prepared by an independent appraiser;
· MegaFon PJSC shall be deemed reorganized since the record date in Unified State Register of Legal Entities on the state registration of FTC.
· After the date of state registration of FTC, the Company shall transfer to FTC part of its property, rights, duties and obligations (assets and liabilities) in relation to its creditors and debtors, subject to changes in type, composition and value of the property, rights, duties and obligations of MegaFon that may take place after the date of the Transfer Act.
1.3. Placement of shares of FTC:
1.3.1. Method of placement: 100% acquisition of the shares of FTC by the Company;
1.3.2. Procedure of placement: 50,000,000 (Fifty million) ordinary registered shares of FTC with face value of 10 (Ten) kopecks each shall be acquired by the Company on the date of state registration of FTC;
1.3.3. The charter capital of FTC will amount to RUR 5,000,000 (Five million rubles) and will be sourced out of the retained earnings of MegaFon;
1.3.4. As a result of the spin-off, the charter capital of MegaFon shall not change;
1.3.5. Decision on issue of shares of FTC JSC to be placed (distributed) in course of the Spin-off shall be approved by the Board of Directors of MegaFon according to the procedures as set forth by the applicable law of the Russian Federation.
1.4. To elect Mr. Alexander Vladimirovich Teremetsky as CEO of FTC;
1.5. To elect Mr. Yury Antonovich Zheimo as the Inspector (auditor) of FTC;
1.6. To appoint JSC "KPMG", located at: 10 Presnenskaya Emb., Block C, Floor 31, Moscow, 123317 Russian Federation, as the External auditor of FTC;
1.7. To approve the Charter of the FTC;
1.8. To appoint "Independent Registrar Company", located at: 8 Ivan Franco Street, Moscow, 121108 Russian Federation, as the registrar of FTC;
1.9. To approve the Transfer act.
2. To reorganize the Company in the form of a merger ("Merger") with Joint-Stock Company "Mobicom Volga" and Joint-Stock Company "Yaroslavl-GSM", 100% shares of which are owned by MegaFon, and to approve the respective Merger agreements. The EGM also approved that the Company shall perform the following actions related to the Merger:
2.1. Within 3 (Three) business days following the decision on the reorganization in the form of the Merger, the Company shall inform in writing the registration agency about the start and form of the reorganization;
2.2. Upon the registration of the start date of the reorganization with the Uniform State Register of Legal Entities, the Company on behalf of each of the entities to be reorganized, namely Joint-Stock Company "Mobicom Volga" and Joint-Stock Company "Yaroslavl-GSM", shall two times publish a notice on the Merger - once a month - in specialized printed media for disclosure of information on state registration of legal entities.
3. Approval of interrelated related party transactions: Agreements on lease and/or use of telecom facilities (parts of telecom facilities) and other property (its parts) between MegaFon (as Customer) and FTC (as Contractor).
Further information on the EGM and other materials related to the proposed reorganizations are available at the Company's web site at: http://corp.megafon.com/investors/stock_and_capital/reorganization/.
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For More Information:
Investors: Dmitry Kononov Tel: + 7 926 200 6490 [email protected]
Media: Petr Lidov Tel: + 7 926 200 6699 [email protected]
Notes to Editors
MegaFon PJSC is a leading Russian integrated telecommunication service provider, operating in all segments of the telecommunications markets in Russia, and in the Republics of Abkhazia, South Ossetia and Tajikistan. MegaFon is a recognized market leader in the provision of mobile data services, was the first operator in Russia to launch commercial operation of a third generation (3G) network and was the first operator in the world to launch commercial operation of an LTE Advanced (4G) data network. MegaFon is traded on the Moscow Exchange and the London Stock Exchange under the symbol MFON. Additional information about MegaFon and the products and services provided by MegaFon can be found at http://www.megafon.ru
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