Resolutions taken by the EGM

Moscow, Russian Federation (07 December 2018) - Public Joint Stock Company "MegaFon" (MoEx: MFON), a pan-Russian operator of digital solutions, ("MegaFon" or the "Company"), announces that MegaFon's Extraordinary General Shareholders' Meeting (EGM) at a meeting held by absentee voting on 06 December 2018 took the following resolutions:

To give consent to the interrelated interested party transactions: providing financing to MegaFon Finance LLC by the Company in the form of Revolver Loan Agreement between the Company (Lender) and MegaFon Finance LLC (Borrower) and/or the Company's contribution to the property / charter capital of MegaFon Finance LLC, or financing through any other way, as well as providing the Company's suretyship for performance of obligations of MegaFon Finance LLC under the bank guarantee to the extent and in the event MegaFon Finance LLC is required to make a mandatory tender offer.

As previously disclosed at: , on 16 October 2018 MegaFon Finance LLC acquired from MegaFon Investments (Cyprus) Limited, the Company's wholly-owned subsidiary, a total of 109,629,380 ordinary shares of the Company and 29,987,157 global depositary receipts representing such shares ("GDRs), representing accordingly 17.68% and 4.84% of MegaFon's share capital, which together with ordinary shares held by AF Telekom Holding LLC as its affiliate constitutes 74.00% and 4.84% of MegaFon's share capital, respectively.

If the GDRs currently held by MegaFon Finance LLC are cancelled and MegaFon Finance LLC receives the underlying ordinary shares, MegaFon Finance LLC, together with its affiliates, will acquire a number of ordinary shares, representing more than 75% of the total number of outstanding ordinary shares of MegaFon and in such case will be required to launch a mandatory tender offer for MegaFon's ordinary shares.
 

For More Information:
PJSC MegaFon

Investors: Dmitry Kononov Tel: 0
Director for Investor Relations and M&A

Notes to Editors
MegaFon PJSC is a pan-Russian operator of digital opportunities, 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 under the symbol MFON. Additional information about MegaFon and the products and services provided by MegaFon can be found at:

Cautionary Statement Regarding Forward Looking Statements
Some of the information in this document may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "forecast", "intend", "will", "could", "may", or "might" the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions, and are based upon various assumptions which are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control. We may not achieve or accomplish these plans or predictions. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, as well as many other risks specifically related to the Company and its business and operations.