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Annual Report 2012 Annual Report

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Annual Report 2012 Annual Report Annual Report 2012 Annual Report Annual Report www.AR2012.megafon.ru/en Chief Executive Officer I.V. Tavrin (signature) Chief Accountant L.N. Strelkina (signature) Annual Report 2012 CONTENTS MEGAFON MegaFon’s business model and key 2012 results 4 Finanсial and operational highlights for 2012 2012 marked a new 8 Our business page in MegaFon’s history STRATEGY Management’s overview of the results p. 14 and vision for growth 14 Letter of the Chairman of the Board LETTER 18 Letter of the CEO OF THE CHAIRMAN 22 Strategy OF THE BOARD 24 The Russian market in 2012 РERFORMANCE MegaFon’s operating and financial results 30 Review of operations 48 Finanсial review GOVERNANCE Free cash flow reached RUB 70.8 billion Corporate governance and risk management systems 52 Risk management p. 48 56 Corporate governance 69 Shareholder’s equity FINANCIAL REVIEW SUSTAINABILITY Our mission is Responsibility to employees to bring Russia and community together through 74 Sustainable development communication technology APPENDICES 82 Management responsibility statement 82 US GAAP Consolidated Financial Statements p. 74 128 Appendices SUSTAINABLE 160 Contacts DEVELOPMENT generated at BeQRious.com This Annual Report focuses principally on our operations in the Russian Federation. While we have operating subsidiaries in the For more information Republics of Tajikistan (TT mobile), Abkhazia (AQUafon-GSM) about MegaFon, see and South Ossetia (OSTELEKOM), they generate only 1% of the company website. our total consolidated revenues. Unless otherwise specifically The report is also indicated, this Annual Report provides consolidated financial and available online operational data www.AR2012.megafon.ru/en Approved Annual General Shareholders Meeting OJSC “MegaFon” Minutes dated 28.06.2013 Preliminarily Approved Board of Directors OJSC “MegaFon” Minutes № 192 (256) dated 14.05.2013 NATIONWIDE 4G AGREEMENT WITH NEW CAPEX LICENCE YOTA ON 4G NETWORK FRAMEWORK P. 27 DEVELOPMENT P. 39 P. 33 ACquisition of STRENGTHENING NEW APPROACH VAS MEDIA OUR RETAIL POSITION: TO DEALER FEES P. 43 THE PURCHASE OF P. 51 EUROSET P. 45 In 2012, MegaFon took a nuMber oF IMportant steps that wIll shape Its NEW MANAGEMENT INITIAL PUBLIC Further developMent TEAM, NEW MOTIVATON OFFERING and Market posItIon P. 65 P. 70 In the Future. let’s revIew these steps. 4 MegaFon Annual Report 2012 Название текущей главы раздела 5 MEGAFON Strategy Performance FINANCIAL AND Operational Highlights for 2012 MegaFon is Russia’s leading integrated telecommunications operator. We enable all of our 64.6 million subscribers to stay in contact and we support whatever they enjoy doing: studying, working, relaxing, or just chatting. One of the “Big Three” cellular operators in Russia, MegaFon is the country’s number one provider of mobile internet services and the second largest in terms of revenue and subscriber base. While we focus principally on the Russian market, we also provide services in Tajikistan, Abkhazia and South Ossetia through separate operating subsidiaries. In partnership with Yota, MegaFon was the first of the “Big Three” to launch 4G/LTE services in Russia. We also have well-developed 3G infrastructure, as well as our own chain of owned-and-operated stores, MegaFon Retail, one of the largest in the country. MegaFon is the mobile General Partner of the XXII Winter Olympic Games and XI Winter Paralympic Games in Sochi in 2014. 4 MegaFon Annual Report 2012 FinancialНазвание and operational текущей highlights главы разделаfor 2012 5 Governance Sustainability APPENDICES 6 MegaFon Annual Report 2012 Название текущей главы раздела 7 MEGAFON Strategy Performance OIBDA margin UP 1.4 p.p. 43.0% (2011: 41.6%) ARPU in Russia Key UP 2.9% Consolidated 320 RUB Results (2011: 311 RUB) Users Subscribers of mobile internet UP 2.9% UP 10.6% 64.6 million 21.5 million (2011: 62.8 million) (2011: 19.4 million) 6 MegaFon Annual Report 2012 FinancialНазвание and operational текущей highlights главы разделаfor 2012 7 Governance Sustainability APPENDICES 22.8% 45.4% 18.0% 43.0% 41.6% 14.1% Last year was one of the most successful in MegaFon’s117.4 history. We conducted 97.8 100.8 an initial public offering of our shares (IPO) on the London Stock Exchange and49.2 43.6 MICEX and reported excellent financial results, including record revenues. We 38.3 also saw the first results of our new strategy, aimed at increasing operational efficiency, cost control and returns for our shareholders. 2010 2011 2012 2010 2011 2012 OIBDA, RUB billion Net income, RUB billion OIBDA margin Net income margin Revenues, RUB OIBDA, RUB Net income, RUB UP 12.4% UP 16.4% DOWN 12.1% 272.6 billion 117.4 billion 38.3 billion (2011: 242.6 billion) (2011: 100.8 billion) (2011: 43.6 billion) 31.2% 26.0% 29.2% 22.8% 22.8% 45.4% 45.4% 18.0% 18.0% 22.8% 22.8% 43.0% 43.0% 41.6% 41.6% 45.4% 45.4% 14.1% 16.2% 14.1% 18.0% 18.0% 43.0% 43.0% 41.6% 41.6% 14.1% 14.1% 11.3% 10.6% 272.6 242.6 117.4 117.4 215.5 97.8 97.8 70.9 70.8 100.8 100.8 49.2 49.2 117.4 117.4 67.2 43.6 43.6 97.8 97.8 100.8 100.8 49.2 49.2 38.3 38.3 43.6 43.6 44.1 38.3 38.3 25.8 24.5 2010 2011 2012 2010 20112010 20122011201020122011 2012 2010 20112010201020122011201120122012 201020102011201120122012 201020102011201120122012 OIBDA, RUBOIBDA, billion RUB CAPEX, billion RUB billion Net income,Net RUBincome, billionFree RUB cash billion flow, RUB billion OIBDA,OIBDA, RUB billionRUB billion OIBDA marginOIBDA marginNetCAPEX/Revenues income,Net income, RUB billionRUB billion Net incomeNet margin incomeFree margin cash flow/Revenues OIBDAOIBDA margin margin Net incomeNet income margin margin CAPEX, RUB Free cash flow, RUB DOWN 37.8% UP 174.8% 44.1 billion 70.8 billion (2011: 70.9 billion) (2011: 25.8 billion) 31.2% 31.2% 26.0% 26.0% 29.2% 29.2% 31.2% 31.2% 26.0% 26.0% 29.2% 29.2% 16.2% 16.2% 16.2% 16.2% 11.3% 11.3% 10.6% 10.6% 272.6 272.6 11.3% 11.3% 10.6% 10.6% 272.6 272.6 242.6 242.6 215.5 215.5 242.6 242.6 70.9 70.9 70.8 70.8 67.2 67.2 215.5 215.5 70.9 70.9 70.8 70.8 67.2 67.2 44.1 44.1 44.1 44.1 25.8 25.8 24.5 24.5 25.8 25.8 24.5 24.5 2010 20112010 20122011 2012 2010 20112010 20122011 2012 2010 20112010 20122011 2012 201020102011201120122012 201020102011201120122012 CAPEX, 2010RUBCAPEX, billion20102011 RUB 2011billion2012 2012 Free cashFree flow, cash RUB flow, billion RUB billion CAPEX,CAPEX, RUB billionRUB billion CAPEX/RevenuesCAPEX/RevenuesFree cashFree flow,cash flow,RUB billionRUB billion Free cashFree flow/ cashRevenues flow/Revenues CAPEX/RevenuesCAPEX/Revenues Free cashFree flow/cash flow/RevenuesRevenues 8 MegaFon Annual Report 2012 Название текущей главы раздела 9 MEGAFON Strategy Performance № 1 in the mobile data Our business market 64.6 28,051 million 3G base stations1 subscribers 3,542 131,030 km MegaFon of fibre-optic owned-and-operated backbone or branded stores 1 In Russia. In 2011 Annual Report we provided the number of base stations in terms of cabinets. In this Annual report we disclosed the number of base stations in terms of sites. 8 MegaFon Annual Report 2012 Название текущей главыOur businessраздела 9 Governance Sustainability APPENDICES 4G services to 25% of Russia’s population1 MegaLabs >33,000 centre employees for innovative developments 1 Based on MegaFon’s estimates. 10 MegaFon Annual Report 2012 MEGAFON Strategy Performance Network OUR BUSINESS Dividends Services Brand Subscribers Revenues Cash flow Retail Investments Employees Assets Brand Network The MegaFon brand ranks among Russian trademarks with the highest awareness ratings: as of the end of 2012, MegaFon’s cutting-edge infrastructure allows us to offer a wide unprompted awareness of the brand in Russia stood at 94%2 range of telecommunication services to a variety of subscrib- with the brand also engendering high loyalty and subscriber ers while always ensuring that they are of the highest quality. satisfaction. MegaFon’s selection as the mobile general part- The Company’s 2G and 3G networks cover 92% and 76% of ner of the XXII Winter Olympics and XI Winter Paralympics in Russia’s population, respectively1, and in 2013 we intend to Sochi has further enhanced our visibility in the public’s mind. start construction of our own network to provide 4G services, See page 47 for more details. something we currently offer through our partner Yota’s infra- structure. Today, MegaFon operates Russia’s second largest Retail fibre-optic backbone network as well as 18 data centres.See page 35 for more details. MegaFon operates a retail network of 1,785 owned-and-oper- ated stores, as of 31 December 2012. We see our owned-and- Services operated stores as a tool to generate more value for our subscribers by rendering high-quality service, offering a wide We offer voice, mobile and fixed-line data transfer, roaming, range of mobile devices and accessories, providing highly SMS, and VAS services in addition to developing business solu- professional advice, and resolving subscriber issues in a timely tions and selling mobile phones and other electronics. Our Me- manner. The Company also offers its products and services gaLabs subsidiary is an incubation centre for innovative service through a network of independent but MegaFon-branded developments including content and media, financial services, stores, an extensive independent dealer network, specif- M2M technologies, mobile advertising, and cloud solutions.
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