Rostelecom's Board of Directors convenes AGM, recommends dividend payment for FY 2019 and approves nominations to the Board of Directors at its AGM

 

Moscow, Russia - July 6, 2020 - Rostelecom PJSC (MOEX: RTKM, RTKMP; OTCQX: ROSYY), the largest digital service provider in Russia, today announces that its Board of Directors has adopted a set of decisions relating to its Annual General Meeting (the "AGM").

1. Rostelecom's Board of Directors has approved the date and the agenda for the AGM which will be held virtually. The record date for registering voting forms was set at 7 August 2020. The persons entitled to participate at the AGM shall be determined as at 14 July 2020. AGM materials will be available on or before 7 July 2020 on the Company's website at: .
2. The Board of Directors has recommended that the AGM approves a dividend payment for 2019, on both ordinary and preferred shares. The total dividend payout amounts to RUB 17.5 billion (77% of the FCF for the full year of 2019), or RUB 5 per preferred share and RUB 5 per ordinary share. The record date for receiving dividends has been set at 21 August 2020.
3. The Board of Directors also approved the lists of nominees to Rostelecom's Board of Directors and the Audit Committee.

The list of nominations to the Board of Directors includes the following candidates:

1. Kirill Dmitriev;
2. Anton Zlatopolsky;
3. Sergei Ivanov;
4. Alexei Ivanchenko;
5. Andrei Kostin;
6. Mikhail Oseevskiy;
7. Vadim Semenov;
8. Anton Ustinov;
9. Dmitry Chernyshenko;
10. Elena Shmeleva;
11. Alexei Yakovizkiy.

 

Rostelecom's Charter stipulates that the Company's Board of Directors should consist of 11 members.

The list of nominations to the Audit Committee includes the following candidates:

1. Igor Belikov;
2. Pavel Buchnev;
3. Valentina Veremyanina;
4. Anton Dmitriev;
5. Andrei Kantzurov;
6. Mikhail Krasnov;
7. Anna Chizhikova.

Rostelecom's Charter stipulates that the Company's Audit Committee should consist of 7 members.

The Board of Directors also considered other matters related to the organization and agenda of the Company's AGM.

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is the largest integrated digital services and products provider, operating in all segments of the telecommunications market in Russia. The Company serves millions of households, state and private enterprises across the country.

Rostelecom is Russia's undisputed market leader, providing high-speed Internet access and pay-TV. The total number of broadband users stands at over 13.2 mln users, it has more than 10.5 mln pay-TV  customers, over 5.7 mln of which are subscribed to Rostelecom's IPTV services. Tele2 Russia, a Rostelecom subsidiary , is a major player in the mobile market with over 44 mln subscribers and the industry-leading NPS, a customer satisfaction benchmark.

In the first quarter of 2020, the Group generated RUB 121.6 bln of revenues, RUB 47.1 bln of OIBDA (38.7% of revenue) and RUB 7.7 bln of net income.

The Group is the leading provider of telecommunications services to government bodies and corporates of all levels.

Rostelecom is a key strategic innovator that provides solutions in the following fields: E-Government, cybersecurity, data-centers and cloud computing, biometry, healthcare, education and housing & utility services.

The Group's stable financial position is confirmed by its credit ratings. Rostelecom has been 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.

 

 

Free Cash Flow (FCF) is calculated as net cash from operating activity minus CAPEX, plus proceeds from selling fixed assets and intangible assets, plus interest received, plus subsidy from government.