To the Consideration of the Annual General Shareholders’ Meeting of Megafon PJSC (Hereinafter – the Company)

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To the Consideration of the Annual General Shareholders’ Meeting of Megafon PJSC (Hereinafter – the Company) To the consideration of the Annual General Shareholders’ Meeting of MegaFon PJSC (hereinafter – the Company) 29.06.2018 Item 1 of the Agenda Approval of the Annual Report of the Company for 2017 Proposed decision To approve the Annual Report of the Company for 2017. ________________________________________________________________________ Responsible department: IR & M&A, MegaFon PJSC Annual Report MegaFon — Contents is a pan-Russian provider of digital opportunities and a leader in the Russian and global telecommunications market. ... About MegaFon 4 1. Strategic Report 16 Chairman’s Statement 18 Chief Executive’s Review 22 Market Overview 28 Strategy 38 Business Model 46 Operational Results 48 Financial Performance 104 Risk Management 112 Sustainable Development 128 2. Corporate Governance and Securities 162 3. Appendix 202 ABOUT THIS REPORT Preliminarily approved by the Board of This Annual Report has been prepared Directors of PJSC MegaFon on 27 Ap- in accordance with the Global Report- ril 2018. ing Initiative (GRI) Guidelines for re- porting on sustainable development. This Annual Report presents data on For more information see Appendix the operations of Public Joint-Stock Material Topics and Materiality Matrix. Company MegaFon (PJSC MegaFon or the Company) and its subsidiaries Immaterial discrepancies in totals and from 1 January through 31 December subtotals in the charts and tables of 2017, net of Mail.Ru Group, the opera- the Annual Report are due to rounding. tions of which are described in its own annual report. 4 AboUT MegaFon AboUT MegaFon 5 Аbout Consolidated Revenue Breakdown, The MegaFon RUB bn fastest Mobile data Fixed-line mobile data services services services in Russia 1 Mobile revenue, Equipment net of the Internet and accessories 1. As determined by Russian users using Ookla’s Speedtest app in Q2–Q3 2017. We aspire to stay ahead of an ever 313.4 316.3 321.8 As one of the key players in the changing world, opening up new op- 1.7 % industry, we are helping to cre- ate the new digital world to portunities to be the number one choice make life better for each sub- 28.7 scriber. for all our customers. 19.9 27.0 6.3 % We provide services across all telecoms market segments, including 23.4 28.8 25.7 voice, mobile data, fixed-line telecommunications services, digital Headcount 12.1 % TV, IP telephony, and innovative services, including mobile TV and OTT video-content, financial and mobile advertising services, M2M, Big Data, convergent services, and cloud solutions. 39,126 MegaFon’s shares are traded on the Moscow Exchange and the employees London Stock Exchange under the ticker ‘MFON’. The percentage of MegaFon’s outstanding shares represented by the free float is 20.8 %. 190.1 179.2 174.6 2.6 % 79.9 84.4 89.7 >77.1 million 6.3 % subscribers 2015 2016 2017 AboUT MegaFon 7 We were the first in Russia: among mobile operators to provide subscribers with the fastest network to introduce the LTE-Advanced standards mobile Internet up to 3G / 4G / MegaFon’s LTE Advanced 450 Mbit/s Mission — 2017 to provide our customers with to make a rouble bond SMS, MMS, and Mobile-TV offering and a payment providing services to make communication using accessible both above blockchain opportunities and under the ground 8 Performance Highlights Performance Highlights 9 Operating Financial 1 Highlights 6,524 Highlights 316.3 321.8 4,286 313.4 3,286 DATA TRAFFIC (DSU), REVENUE, MB PER MONTH RUB BN 2015 2016 2017 2015 2016 2017 75.6 Adjusted OIBDA 1, RUB bn Adjusted Net profit 2, RUB bn 74.8 75.4 Adjusted OIBDA margin, % Net profit margin adjusted, % SUBSCRIBERS, MILLION 132.4 121.9 2015 2016 2017 121.1 RUB bn 41.8 % 39.0 28.9 20.5 41.0 % 42.2 % 38.3 % 37.9 % 39.2 % RUB bn 31.5 31.0 12.5 % 9.1 % 29.3 6.4 % 41.8 % 2015 2016 2017 2015 2016 2017 Share of mobile data users CAPEX, RUB bn Free cash flow, RUB bn 2015 2016 2017 CAPEX/Revenue, % Free cash flow / Revenue, % Users of mobile Share of mobile data services, million data users, % 56.0 70.2 65.6 RUB bn 35.2 ARPDU, 3G AND 4G BASE 39.2 RUB bn RUB PER MONTH STATIONS, ’000 88.6 27.7 22.4 % 20.7 % 17.4 % 17.2 % 8.8 % 10.9 % 237 75.9 233 230 65.5 2015 2016 2017 2015 2016 2017 2015 2016 2017 2015 2016 2017 1. Adjusted OIBDA and adjusted OIBDA margin is shown for 2016. Adjusted OIBDA for 2016 is OIBDA net of impairment charge in the amount of RUB 3.4bn related to the goodwill allocated to the Broadband Internet business segment. 1. All figures disclosed under operating highlights refer to our Russian operations. Some of the operating KPIs presented 2. Net profit and net profit margin do not include non-cash impairment of the investment in the Euroset joint venture in the here vary from those reported earlier due to the adjusted guidelines for counting data service users. A data service user amount of RUB 15.9bn in Q2 2017 and non-cash impairment of goodwill in Q4 2016 in the amount of RUB 3.4bn related is defined as a subscriber who has consumed any amount of data traffic within the preceding month. to the Broadband Internet business segment. 10 OUR Assets and ResoUrces OUR Assets and ResoUrces 11 Our Assets and Resources TECHNOLOGY DIGITAL ECOSYSTEM BASED BALANCED RECOGNISED BRAND LEADERSHIP ON MAIL.RU GROUP SERVICES DISTRIBUTION NETWORK AND LOYAL CUSTOMERS MegaFon reinforces its technology leadership by Creating a digital ecosystem is one of MegaFon’s MegaFon owns an extensive and well-balanced MegaFon has a strong brand with high levels of developing our infrastructure in line with the most priorities, with the 2017 deal with Mail.Ru Group retail network comprising 3,615 monobrand points recognition. In September 2017, MegaFon pre- advanced global trends. We offer fast and stable having strongly contributed to the creation of its of sale, including 1,894 MegaFon Retail stores and sented its new brand positioning showcasing connectivity with the highest quality. MegaFon’s core. By combining our communication function- 1,721 MegaFon-branded franchised stores, as well the Company’s transformation from a telecoms existing technological edge allows us to further ality with the resources of the largest Russian in- as its 50 % interest in 3,470 nationwide multibrand operator to a provider of new digital opportunities. consolidate our leadership in areas such as digital ternet company, we work with Mail.Ru Group to Euroset stores. We seek to make MegaFon an even more open, services. provide mould-breaking digital services for our dynamic and reliable brand. customers. Our retail network is a key customer relations tool, adding value and enhancing our brand through the speedy resolution of issues and our high stan- ACCUMULATING AGGREGATED CUS- dards of customer service. TOMER DATA (BIG DATA) 157,732 Through analysing BigData we will be able to number of base better understand the needs of every single customer and offer them the services that they 2G/3G/4G stations EXPERIENCED TEAM OF EXPERTS 1 want. We aggregate publicly available informa- 3,470 tion on customer values, needs and behaviour A 50 % interest in Euroset from various sources. By analysing such data we develop the best products for both new and 199,761 km 39,126 people stores existing customers. FOCL Headcount DEVELOPING BRAND PORTFOLIO Our highly professional employee team is key to 1,894 the successful achievement of MegaFon’s strate- MegaFon continues to promote its Yota and Wi- 4G coverage gic goals. Consistent employee development ef- MegaFon Retail stores Fire brands. Yota is positioned as an ‘innovative forts ensure their consistent progress, their high ef- operator, the operator of the future’ and targets Russian ficiency across all our business segments and the active users of the mobile Internet. Wireless high- regions confidence of our customers. In 2017, RUB 143.4m 83 speed Internet, voice and SMS services are pro- were allocated to employee training. moted under this brand. of the Russian 1,721 % population 74 Under the WiFire brand, the Company develops Franchised stores and promotes communications services and prod- LTE-Advanced coverage ucts, such as WiFire Mobile (unlimited mobile In- ternet), WiFire TV (wireless digital TV), and WiFire Russian 143.4 mln RUB 1. 50 % interest as of year-end. As a result of the agree- Home (residential broadband). 38 regions ment ending MegaFon and VEON’s joint business Training costs operations at Euroset, as of February 2018 MegaFon owned a 100 % interest in approximately 1,700 Euroset in 2017 stores. 12 geography geography 13 Geography Key transit trunk lines Russia / Murmansk Transit trunk line (via TransBaltic Gateway) MegaFon Transit trunk line (Mongolia) Transit trunk line (SWAN) Petrozavodsk Belomorsk Market share MegaFon Backbone Yakutsk Magadan Saint- Petersburg Arkhangelsk % The Company and its sub- 29.5 sidiaries operate across Ukhta all Russian regions and in Mirnyy Salekhard Customer base, the republics of Abkhazia, Moscow million people Orel Lensk 75.4 South Ossetia and Tajik- Kostroma Syktyvkar istan. Noyabrsk Tula Users of mobile Nizhniy Tagil Nizhniy Novgorod data services, Voronezh million people 31.5 Belgorod Surgut Yekaterinburg Kazan Komsomolsk-na- 4G devices Amure Saratov on the network, Rostov- Ufa na-Donu Tyumen million units 18.4 Krasnodar Yuzhno- Bratsk Sakhalinsk Volgograd Chelyabinsk Khabarovsk Tomsk Revenue, Sochi Omsk Kansk RUB bn 321.8 Astrakhan Novosibirsk CAPEX in 2017, RUB bn 56.0 Makhachkala Barnaul Vladivostok Kyzyl 20.7 17.8 15.4 15.3 ABKHAZIA / SOUTH OSSETIA / TAJIKISTAN / AQUAFON-GSM OSTELECOM TT MOBILE Market share Market share Market share
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