INFORMATION ON THE AGENDA

INFORMATION ON THE AGENDA OF ROSTELECOM ANNUAL GENERAL SHAREHOLDERS’ MEETING ON RESULTS OF 2014

Agenda item 1: Approval of the Company’s annual report. Pursuant to Par. 1 Article 47 of the Federal Law On Joint-Stock Companies No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. The annual report of Rostelecom for 2014 is attached hereto as Appendix 1.

Agenda item 2: Approval of the Company’s annual financial statements, including statement of financial results. Pursuant to Par. 1 Article 47 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. The following documents are attached hereto as Appendix 2: the report by the independent auditor ZAO KPMG on Rostelecom financial statements for the year 2014; the Company’s annual financial statements for the year 2014based on the Russian Accounting Standards; the Audit Commission’s report on results of inspection of the Company’s financial and operating activities in 2014 and true and accurate nature of information included into the Company’s annual report for 2014.

Agenda item 3: Approval of distribution of the Company’s profit upon results of 2014. Pursuant to Par. 1 Article 47 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. According to the annual accounting statements the net profit of Rostelecom in 2014 amounted to RUB 29,484,609 thousand. This net profit amount is planned to be distributed as follows: – To increase the reserves. According to the annual accounting statements of the Company for 2014 the Company’s reserves as on December 31, 2014 amounted to RUB 364 thousand. Pursuant to Par. 11.2 of the Company Charter the reserves amount shall be fifteen percent (15%) of the Company’s charter capital, or RUB 1,092 thousand (i.e. RUB 7,280 thousand multiplied by 0.15). Thus, the current amount of reserves is insufficient. In order to ensure compliance with requirement of Par. 11.2. of the Charter, the Company should allocate part of the Company’s profit for 2014, and precisely, RUB 728 thousand to reach the reserves amount equal to fifteen percent (15%) of the Company’s charter capital. – To make dividend payments on the Company shares. Following a recommendation of the Board of Directors it is planned to allocate RUB 9,451,750 thousand payable as dividend for 2014 on the Company’s shares. The explanation of determination of this dividend amount can be found below in the information on item 4 on the agenda of the Annual general annual shareholders’ meeting of Rostelecom. – The remaining part of Rostelecom profit for 2014 amounting to RUB 20,032,131 thousand is planned to be allocated to increase the Company equity. Thus, the following distribution of the Company’s net profit for 2014 is proposed for consideration by Rostelecom shareholders: Distribute the Company profit upon results of the reporting year of 2014 as follows: – RUB 728 thousand to be allocated to expand the Company’s reserves; – RUB 20,032,131 thousand to be allocated to increase the Company’s equity; – RUB 9,451,750 thousand to be distributed as dividends for 2014 on the Company’s shares.

Agenda item 4: Amount, term and form of dividend payable on results of 2014 and determination of the cut-off date to determine persons entitled to receive dividend. Pursuant to Par. 1 Article 47 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. Pursuant to Par. 10.3. of Rostelecom Charter the total amount payable as dividends per each preference Class A share is set as equal to ten percent (10%) of the Company net profit according to RAS for the last reporting year divided by the total number of such shares, which account for twenty five percent (25%) of the Company’s charter capital. Nevertheless, if the dividend payable by the Company per each ordinary share in

1 INFORMATION ON THE AGENDA a certain year exceeds the dividend amount payable per each preference Class A share the dividend amount payable for the same should be increased up to the dividend amount payable per ordinary share. Therefore, the dividend amount upon results of 2014 payable per 1 (one) preference share should be determined as follows: ten percent (10%) of the net profit in 2014 (RUB 29,484,609 thousand), equal to RUB 2,948,460.9 thousand divided by the product of twenty five percent (25%) and the total number of all outstanding shares (2,912,035,770 shares in total), which is equal to 728,008,942.5 shares. The dividend amount payable per 1(one) preference share upon results of 2014 is equal to RUB 4.050033904632. According to Par. 5.3 of Rostelecom Dividend Policy the total amount payable as dividend for a year on ordinary shares is determined to be equal to at least twenty percent (20%) of the Company net profit according to IFRS for the past fiscal year. The recommended dividend amount upon results of 2014 payable per 1 (one) ordinary share is RUB 3.34108279423228. Thus, the total allocated amount to be distributed as dividend payments on ordinary shares upon results of 2014 will amount to 22.8% of the Company net profit according to IFRS, on ordinary and preference shares – to 25.0% of the Company net profit according to IFRS. According to Minutes No47 of May 15, 2015 the Company’s Board of Directors recommendation is: 1. To pay dividends for 2014 in a monetary form as follows: – on the Company preference Class A shares: in the amount of RUB 4.050033904632 per share. – on the Company ordinary shares: in the amount of RUB 3.34108279423228 per share. The dividend amount payable to a shareholder of the Company shall be rounded up to the next whole number of copecks. 2. To set July 03, 2015 as the cut-off date on which persons entitled to receive dividend are determined. Pursuant to Par. 6 Article 42 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 dividend payments to nominees and trustees who are professional participants of the securities market and recorded in the register of the Company shareholders, and to other persons recorded in the register of the Company shareholders shall be made not later than within 10 (ten) business days and 25 (twenty five) business days respectively from the cut-off date to determine persons entitled to receive dividend.

Agenda item 5: Election of the Company’s Board of Directors. Pursuant to Par. 1 Article 47 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. The following proposals to nominate candidates for elections to Rostelecom’s Board of Directors were submitted to Rostelecom’s Board of Directors by shareholders owning more than 2% of the Company voting stock in accordance with the timeframe specified by applicable laws of the Russian Federation: 1. Ruben Aganbegyan; 2. Alexander Auzan; 3. Kirill Dmitriev; 4. Andrey Zvezdochkin; 5. Anton Zlatopolsky; 6. Sergei Ivanov; 7. Sergei Kalugin; 8. Anatoly Milyukov; 9. Mikhail Poluboyarinov; 10. Alexander Pchelintsev; 11. Seppo Uha Remes; 12. Vadim Semenov; 13. Vitaliy Sergeichouk. Consent of all the candidates to be nominated is available.

2 INFORMATION ON THE AGENDA

According to the Corporate Governance Code approved by the Board of Directors of the Bank of Russia on March 21, 2014 the following nominated candidates meet the independence criteria: 1. Ruben Aganbegyan; 2. Alexander Auzan; 3. Anatoly Milyukov; 4. Vadim Semenov; 5. Andrey Zvezdochkin; 6. Seppo Uha Remes. Information available to the Company about positions held over recent 5 years and currently held by the nominated candidates is presented below:

1) Ruben Aganbegyan, General Director, OJSC Otkritie Holding. Mr. Aganbegyan was born in 1972. He graduated from Moscow State Law Academy.

Period Organization Office 2007 2009 Investment Company Renaissance General Director Capital, Russia 2009 2009 LLC Renaissance Investment Chairman of the Management Board Management 2009 2010 Investment Company Renaissance President Capital 2010 present Self-regulating (non-commercial) Member of the Board of Directors organization National Association of Securities Market Participants (NAUFOR) 2010 2013 CJSC MICEX – Information Member of the Board of Directors Technologies 2010 present Russian Union of Industrialists and Member of the Management Board Entrepreneurs 2010 2013 CJSC MICEX Stock Exchange Member of the Board of Directors 2010 present National Stock Association (self- Member of the Board of Directors regulating non-commercial organization) 2013 present OJSC Pipe Metallurgical Company Member of the Board of Directors 2010 2013 Non-Banking Lending Organization Member of the Board of Directors Clearing Chamber RTS (CJSC) 2010 present Russian Union of Exchanges Member of the Board of Directors 2010 2013 CJSC JSCB National Clearing Center Member of the Supervisory Board 2010 present CJSC MICEX – RTS Moscow Stock Member of the Supervisory Board Exchange 2012 present OJSC Bank Petrocommerts Chairman of the Board of Directors 2012 present OJSC Otkritie Holding General Director, Member of the Board of Directors, Chairman of the Management Board 2013 2013 OJSC Svyazinvest Member of the Board of Directors 2013 present PJSC Bank FC Otkritie Chairman of the Supervisory Board 2013 present OJSC Rostelecom Member of the Board of Directors 2014 present OJSC Magnitogoroskiy Metallurgic Plant Member of the Board of Directors

2) Alexander A. Auzan, Dean of Department of Economics, Lomonosov Moscow State University. Mr. A. Auzan was born in 1954. In 1979 he graduated from Lomonosov Moscow State University, after studying economics at the Department of Economics. Mr. A. Auzan has a degree of Doctor in Economics and Professor rank.

3 INFORMATION ON THE AGENDA

Period Organization Office 2002 2013 Lomonosov Moscow State University Head of the Chair of Applied Institutional Economics at the Department of Economics 2013 present Lomonosov Moscow State University Dean of Department of Economics

3) Kirill A. Dmitriev, General Director, Russian Direct Investments Fund. Mr. Dmitriev was born in 1975. He graduated from Stanford University.

Period Organization Office 2007 2011 Direct Investments Fund Icon Private President Equity 2011 present Russian Direct Investments Fund General Director 2014 present OJSC Rostelecom Member of the Board of Directors 2014 present Gasprombank (OJSC) Member of the Board of Directors

4) Andrey M. Zvezdochkin, General Director, ATON LLC. Mr. Zvezdochkin was born in 1973. In 1997 graduated from Tziolkolvskiy State Institute of Aero Engineering, studying metallurgy and welding technologies; and in 2000 he graduated from Academy of Finance with the Russian Government, studying finances and lending.

Period Organization Office 2004 2012 Troyka-Dialog Management Company Vice President 2011 2012 ZAO Troyka-Dialog Bank Member of the Board of Directors 2012 present ATON LLC General Director 2014 present Aton Management Company LLC Member of the Board of Directors 2014 present ZAO United Financial Group INVEST Chairman of the Board of Directors 2014 present Self-regulating (non-commercial) Member of the Board of Directors organization National Association of Securities Market Participants (NAUFOR)

5) Anton A. Zlatopolsky, Director, State TV Company "TV Channel Russia". Mr. Zlatopolsky was born in Moscow in 1966. In 1988 he graduated from Lomonosov Moscow State University obtaining a degree in law.

Period Organization Office 2002 present TV-channel “Russia” Branch of FGUP First Deputy Chairman of FGUP VGTRK< VGTRK General Director of TV-channel “Russia” 2011 present OJSC Rostelecom Member of the Board of Directors

6) Sergei B. Ivanov, Chief of Staff of the Russian President’s Presidential Executive Office Mr. S. Ivanov was born on Leningrad in 1953; he graduated from Leningrad State University, Department of Philology, Translator Division, and then he finished High Courses in Translation with the KGB of USSR in Minsk.

Period Organization Office 2008 2011 The Russian Government Deputy Prime-Minister 2011 present Presidential Executive Office Chief of Staff

7) Sergei Kalugin, President, OJSC Rostelecom. Mr. Kalugin was born in 1966. He graduated from Lomonosov Moscow State University, Department of Economics.

4 INFORMATION ON THE AGENDA

Period Organization Office 2009 2012 OJSC National Telecommunications General Director 2009 2013 WebMediaGroup Managing Partner 2013 present OJSC Rostelecom President, Chairman of the Management Board, member of the Board of Directors 2013 2013 LLC Mobitel Chairman of the Board of Directors 2013 2014 CJSC NSS Chairman of the Board of Directors 2013 2014 CJSC Baikalwestcom Chairman of the Board of Directors 2013 2014 CJSC Eniseitelecom Chairman of the Board of Directors 2013 2014 CJSC Volgograd-GSM Chairman of the Board of Directors 2013 2014 CJSC Sky Link Chairman of the Board of Directors 2013 2014 CJSC RTComm.Ru Chairman of the Board of Directors 2013 2014 CJSC AKOS Chairman of the Board of Directors 2014 2015 OJSC GIPROSYAZ Member of the Board of Directors 2014 present LLC T2 RTK Holding Member of the Board of Directors 2015 2015 LLC SafeData Member of the Board of Directors 2015 present LLC National Data Centers Member of the Board of Directors, Chairman of the Board of Directors 2015 present JSC Digital Television Member of the Board of Directors

At the moment Mr. S. Kalugin is nominated to be a member of Board of Directors of JSC Digital Television.

8) Anatoly A. Milyukov, Member of the Board of Directors, OJSC Rostelecom. Mr. Milyukov was born in Moscow in 1972. In 1994 he graduated from Lomonosov Moscow State University, faculty of world economy. In 2001 Mr. Milyukov graduated from Harvard Business School (MBA).

Period Organization Office 2006 2013 Managing Company CJSC Member of the Board of Directors Gazprombank – Asset Management 2006 2014 OJSC Gazprombank Executive Vice President, First Vice President 2007 present GBP Asset Management S.A. Member of the Board of Directors (Luxembourg) 2008 present CJSC New Instrumental Solutions Member of the Board of Directors 2010 2010 OJSC Uralsvyazinform Member of the Board of Directors 2011 2011 OJSC Southern Telecommunication Member of the Board of Directors Company 2011 present OJSC Rostelecom Member of the Board of Directors 2011 2012 OJSC National Telecommunications Member of the Board of Directors

9) Mikhail I. Poluboyarinov, First Deputy Chairman – member of the Management Board, Vnesheconombank. Mr. Poluboyarinov was born in 1966. In 1988 he graduated from Moscow Finance Institute (Financial Academy under the Government of the Russian Federation), faculty of credit and economics and obtained the qualification of economist. In 1998 Mr. Poluboyarinov graduated from Plekhanov Russian Economic Academy postgraduate study and received his Ph.D. in economics.

Period Organization Office 2006 2010 OJSC Terminal Chairman of the Board of Directors 2009 2012 State Corporation Bank for Director of Infrastructure Department, Deputy Development and Foreign Economic Chairman Affairs (Vnesheconombank) 2010 2011 OJSC Rostelecom Member of the Board of Directors 2010 present OJSC Northern Caucasus Resorts Member of the Board of Directors

5 INFORMATION ON THE AGENDA

2011 2011 LLC VEB-Engineering Member of the Board of Directors 2011 present OJSC RusHydro Chairman of the Board of Directors 2012 present CJSC Lider Member of the Board of Directors 2012 present OJSC Sovcomflot Member of the Board of Directors 2012 present State Corporation Bank for First Deputy Chairman – member of the Development and Foreign Economic Management Board Affairs (Vnesheconombank) 2013 present OJSC Zarubezhneft Chairman of the Board of Directors 2013 present OJSC Rostelecom Member of the Board of Directors

10) Alexander A. Pchelintsev, Vice President, Gazprombank (OAJ). Mr. Pchelintsev was born in 1970. He graduated from Irkutsk Institute of National Economy obtaining a degree in economics.

Period Organization Office 2006 2011 Gazprombank (OAO) Deputy Head, Department of Trust Assets Management, Head of Sales 2011 present Managing Company Gazprombank – General Director Asset Management 2013 2014 OJSC Rostelecom Member of the Board of Directors 2013 present Gazprombank (OAO) Vice-President

11) Seppo Uha Remes, General Director, Kiuru LLC. Mr. Seppo Uha Remes, Ph. D. in economics, was born in 1955. He graduated from High School of Economics in Turku, Finland.

Period Organization Office 2004 present OJSC Sollers Member of the Board of Directors, Chairman of the Audit Committee 2007 present OJSC Sibur Member of the Board of Directors, Chairman of the Audit Committee, Chairman of the Nominations and Remunerations Committee 2008 present EOS Russia Chairman of the Board of Directors 2008 present Kiuru LLC General Director 2008 present OJSC Rosseti (MRSK Holding before Member of the Board of Directors, Member of 04.04.2013) the Strategy Committee 2012 present OJSC ROSNANO Member of the Board of Directors, Chairman of the Audit Committee 2009 2012 OJSC Energosetproekt Institute Member of the Board of Directors 2009 2013 OJSC for Energy and Electricity Member of the Board of Directors, Chairman of Lenenergo the Audit Committee, Member of the Committee for Strategy and Development 2011 2013 OJSC RAO Energy Systems of the Member of the Board of Directors, Member of East the Audit Committee, Member of the Committee for Strategy and Investments 2012 2014 Open Joint-Stock Company Inter- Member of the Board of Directors, Member of regional Grid Distribution Company of the Audit Committee, Member of the Strategy Volga Committee 2013 2014 Open Joint-Stock Company Inter- Member of the Board of Directors, Member of regional Grid Distribution Company of the Audit Committee Ural 2014 present OJSC Rosnano Managing Company Member of the Board of Directors, Chairman of the Audit Committee

6 INFORMATION ON THE AGENDA

12) Vadim Semenov, Chairman of the Board of Directors, OJSC Rostelecom. Mr. Semenov was born in 1965 in Leningrad. In 1987 he graduated from A.A. Zhdanov Leningrad State University with a degree in law.

Period Organization Office 2009 2009 OJSC Gazprom, Subsidiary ElectroGaz Deputy General Director for Legal Matters and Corporate Relations 2009 2010 OJSC Rostelecom Advisor to General Director, Deputy General Director for Corporate Development, Vice President for Legal Matters and Corporate Governance 2009 2011 OJSC Rostelecom Member of the Management Board 2010 2011 CJSC Westelcom Member of the Board of Directors 2010 2011 CJSC GlobalTel Member of the Board of Directors 2010 2011 CJSC INCOM Chairman of the Board of Directors 2011 2014 OJSC MMTS-9 Chairman of the Board of Directors 2010 2011 Malakhit Resort Member of the Board of Directors 2010 2013 OJSC Svyazinvest General Director, Chairman of the Management Board 2010 2013 OJSC Svyazinvest Member of the Board of Directors 2010 2012 CJSC Sky Link Chairman of the Board of Directors 2010 2013 Non-State Pension Fund Telecom- Member of the Board of the Fund Soyuz 2011 2014 OJSC Central Telegraph Chairman of the Board of Directors 2011 2012 CJSC Delta Telecom Chairman of the Board of Directors 2011 2012 OJSC MSS Chairman of the Board of Directors 2011 2011 OJSC CenterTelecom Chairman of the Board of Directors 2011 2011 OJSC North-West Telecom Chairman of the Board of Directors 2011 2011 OJSC Southern Telecommunication Chairman of the Board of Directors Company 2011 2011 OJSC Sibirtelecom Chairman of the Board of Directors 2011 2011 OJSC Uralsvyazinform Chairman of the Board of Directors 2011 2011 OJSC Dalsvyaz Chairman of the Board of Directors 2011 2011 OJSC VolgaTelecom Chairman of the Board of Directors 2011 2011 OJSC RTComm.RU Member of the Board of Directors 2011 2011 CJSC NSS Member of the Board of Directors 2011 2014 OJSC Bashinformsvyaz Member of the Board of Directors 2011 present OJSC Rostelecom Member of the Board of Directors, Chairman of the Board of Directors 2011 2014 OJSC GIPROSVYAZ Chairman of the Board of Directors 2012 present OJSC Echo of Moscow Member of the Board of Directors 2013 present State Company Avtodor Chairman of the Supervisory Board

13) Vitaliy Yu. Sergeichouk, Head of Property Management and Privatization of Major Organizations Division, Federal Agency for State Property Management. Mr. Sergeichouk was born in 1984. In 2005 he graduated cum laude from Lomonosov Moscow State University obtaining a degree in economics.

Period Organization Office 2008 2012 CJSC VTB Capital Chief Specialist, Deputy Director for Corporate Finance Management, Director of Department 2013 present Federal Agency for State Property Head of Property Management and Management Privatization of Major Organizations Division

7 INFORMATION ON THE AGENDA

2014 present OJSC Rostelecom Member of the Board of Directors 2014 present OJSC Novorossiysk Sea Trading Port Member of the Board of Directors 2014 present OJSC Krasnodarneftegeofizika Member of the Board of Directors 2015 present OJSC Bashneft Member of the Board of Directors

None of the proposed nominees has faced any administrative charges brought against him for any offence in the area of entrepreneurial activities, finance, taxes and levies, securities market, or has faced any criminal charges (has any criminal record) for any offence in the sphere of economy or for crimes against public authorities; public service interests and interests of municipal public service, or held any office in governing bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business. According to records contained in the register of Rostelecom’s securities holders, none of the listed nominees to the Board of Directors (except Mr. S. Kalugin, information about whom is stated below) and none of their family members has any interest in the charter capital of Rostelecom or made any deal involving Rostelecom securities in 2014. Rostelecom possesses no information about any ownership by any nominee to the Board of Directors of Rostelecom of any securities of Rostelecom or about any deal with Rostelecom securities made by any nominee through a nominal holder. As on December 31, 2014 S. Kalugin interest held in Rostelecom Charter Capital was 0.3837%, with 0.1637% of ordinary shares owned by him. In 2014 Mr. S. Kalugin notified Rostelecom twice about making deals involving the Company securities:  on July 2, 2014 Mr. S. Kalugin purchased 339,480 ordinary shares of Rostelecom;  on December 29, 2014 Mr. S. Kalugin purchased 4,028,715 ordinary and 6,804,052 preference shares of Rostelecom.

Agenda item 6: Election of the Audit Commission of the Company. Pursuant to Par. 1 Article 47 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. The following proposals to nominate candidates for elections to Rostelecom’s Board of Directors were submitted to Rostelecom’s Board of Directors by shareholders owning more than 2% of the Company voting stock in accordance with the timeframe specified by applicable laws of the Russian Federation: 1. Valentina Veremyanina; 2. Vasily Garshin; 3. Denis Kant Mandal; 4. Mikhail Krasnov; 5. Oleg Musienko; 6. Alexander Ponkin; 7. Vyacheslav Ulupov; 8. Alexander Shevchouk. Consent of all the candidates to be nominated is available. Information available to the Company about positions held in the recent 5 years by the nominated candidates is presented below:

1) Valentina F. Veremyanina, Deputy General Director for Legal Matters and Corporate Governance, OJSC Severneftegazprom. Ms. Veremyanina was born in 1966. She graduated in 1988 from Voronezh State University obtaining a degree in Law.

Period Organization Office 2006 2013 OJSC Svyazinvest Executive Director - Director of Corporate Governance and Legal Support Department, Director of Corporate Governance and Legal

8 INFORMATION ON THE AGENDA

Support Department, Deputy Director of Corporate Governance and Legal Support Department 2007 2010 OJSC Dalsvyaz Member of the Audit Commission 2008 2011 OJSC Southern Telecommunication Member of the Board of Directors Company 2008 2011 OJSC Uralsvyazinform Member of the Audit Commission 2009 2011 CJSC NSS Member of the Board of Directors 2009 2011 CJSC Eniseitelecom Member of the Board of Directors 2010 2013 OJSC Svyazinvest Member of the Management Board 2010 2011 OJSC North-West Telecom Member of the Board of Directors 2011 present OJSC Rostelecom Member of the Audit Commission 2011 2014 OJSC URC Member of the Board of Directors 2011 2014 OJSC GIPROSVYAZ Member of the Board of Directors 2011 2014 OJSC Central Telegraph Member of the Board of Directors 2011 2012 CJSC Sky Link Member of the Board of Directors 2011 2011 CJSC MTs NTT Member of the Board of Directors 2011 2011 OJSC OK Orbita Member of the Board of Directors 2011 2011 CJSC RPK Svyazist Member of the Board of Directors 2012 2014 OJSC Chukotkasvyazinform Chairman of the Board of Directors 2013 2014 OJSC Bashinformsvyaz Member of the Board of Directors 2013 present OJSC Rostelecom Advisor 2014 present OJSC Severneftegazprom Deputy General Director for Legal Matters and Corporate Governance

2) Vasily V. Garshin, Deputy Head, Federal Agency for State Property Management. Mr. Garshin was born in 1980. In 2002 he graduated from Lomonosov Moscow State University where he studied physics and in 2002 - from the Russian School of Economics obtaining a master degree in economics.

Period Organization Office 2006 2012 OAO VTB Bank Head of Subsidiary Banks Integration Group, Strategic Planning and Modeling Section, Business Planning Division, Financial Department; Director of Section for Inspection of Subsidiaries and Dependent Companies of Internal Control Coordination System Division, Internal Control Department 2010 2012 OAO VTB Bank in Azerbaijan Chairman of the Audit Committee 2010 2012 AO VTB Bank in Georgia Member of the Audit Committee 2011 2012 CJSC VTB Specialized Depositary Member of the Audit Commission 2012 2012 CJSC VTB Capital Asset Management Inspector 2012 2012 Federal Agency for State Property Deputy Head of Innovative Corporate Management Technologies and Industrial Companies Division 2012 2014 Federal Agency for State Property Head of Internal Control Division Management 2013 present OJSC Rostelecom Member of the Audit Commission 2013 present OJSC Rosneftegaz Member of the Audit Commission 2013 present OJSC United Shipbuilding Corporation Member of the Audit Commission 2013 2014 OJSC Khlebzavod No.1 Member of the Audit Commission 2013 present OJSC Rosnano Member of the Audit Commission

9 INFORMATION ON THE AGENDA

2013 present OJSC Kristall Production Corporation Member of the Audit Commission 2013 present Rosnano Managing Company LLC Member of the Audit Commission 2012 present Federal Agency for State Property Deputy Head Management

3) Denis Kant R. Mandal, Deputy Head of Section of Property Management and Privatization of Major Organizations Division, Federal Agency for State Property Management. Mr. Kant Mandal was born in 1987. In 2007 he graduated from Schiller International University in the UK, with master of management degree. In 2015 graduated from the Russian Presidential Academy of National Economy and Public Administration, expert in state and municipal management, Master of Public Administration (MPA).

Period Organization Office 2008 2011 Renaissance Broker LLC Client Relationship Manager 2012 present Federal Agency for State Property Deputy Head of Section of Property Management Management and Privatization of Major Companies Division 2013 2013 OJSC TGK-5» Member of the Board of Directors 2014 present OJSC Rostelecom Member of the Audit Commission 2014 present OJSC RusHydro Member of the Audit Commission 2014 present OJSC Rosseti Member of the Audit Commission 2014 present JSC VTB Bank Member of the Audit Commission

4) Mikhail P. Krasnov, Director, Verycell SA (Switzerland). Mr. M. Krasnov was born in 1952. In 1975 he graduated from Lomonosov Moscow State University, where he studied geographical economics, then in 1979 he completed a post-graduate studies in the Institute of USA and Canada of the Academy of Sciences of USSR; in 1981 he received his Ph.D. in economics; in 1987 he graduated from Moscow Aviation Institute, Special Department of Infocommunications; in 2013 he finished High School of Public Audit of Lomonosov Moscow State University under Independent Director program; in 2014 he studied in the Institute of Directors (IoD), UK under Chartered Director program.

Period Organization Office 2000 present Verycell SA, Switzerland Director 2012 present OJSC Russian Venture Company Member of Strategic Planning Committee 2014 present OJSC Russian Airplane Construction Member of the Board of Directors Corporation MIG 2014 present JSC VTB Bank Member of the Audit Commission

5) Oleg A. Musienko, Analyst with the Division for Reforms in Transport and Communications, Ministry of Economic Development of Russia. Mr. O. Musienko was born in 1986 in Orenburg. In 2008 he graduated cum laude from Orenburg State University, Department of Economics and Management, where he studied marketing. In 2012 he finished cum laude studies in Moscow International School of Business (Mirbis), receiving his МВА degree under Telecommunications Industry Management program.

Period Organization Office 2008 2010 Connect-ICT LLC (formerly before Marketing and Advertising Manager August 2010 CJSC World of Telecommunications Connect!) 2010 present Ministry of Economic Development of Chief Expert-Specialist; Lead Consultant; Russia Deputy Head of Division; current position is Analyst with the Division for Reforms in Transport and Communications

10 INFORMATION ON THE AGENDA

6) Alexander Ponkin, Deputy Director of Infrastructure Projects Department, Ministry of Communications and Mass Media of Russia. Mr. A. Ponkin was born in 1976. In 1998 he graduated from S. Ordzhonikidze State University of Management, where he studied international economic affairs.

Period Organization Office 1997 2012 CJSC Ericsson Corporation АО Deputy Director 2012 2013 Aist-invest LLC Deputy Director 2013 present Ministry of Communications and Mass Deputy Director of Infrastructure Projects Media of Russia Department 2014 present OJSC Rostelecom Member of the Audit Commission

7) Vyacheslav E. Ulupov, Internal Control Director, Vnesheconombank. Mr. Ulupov was born in 1952. In 1979 he graduated from Lomonosov Moscow State University with a degree in economics, a teacher of political economy.

Period Organization Office 2007 present State Corporation Bank for Internal Control Director Development and Foreign Economic Affairs (Vnesheconombank) 2010 present OJSC Rostelecom Member of the Audit Commission

8) Alexander V. Shevchouk, Deputy Executive Director, Investors' Rights Protection Association Mr. Shevchouk was born in 1983. He graduated from the Academy of Finance under the Government of the Russian Federation.

Period Organization Office 2006 2011 OJSC Dalsvyaz Member of the Board of Directors 2009 2011 CJSC NSS Member of the Board of Directors 2010 2011 OJSC CenterTelecom Member of the Board of Directors OJSC Southern Telecommunication 2010 2011 Member of the Board of Directors Company 2010 2011 OJSC Sibirtelecom Member of the Board of Directors 2011 2012 OJSC Volgogradgorgaz Member of the Board of Directors 2011 2012 OJSC MRSK Northern Caucasus Member of the Board of Directors 2011 2012 OJSC Urengoytruboprovodstroy Member of the Board of Directors 2008 present Investors' Rights Protection Association Deputy Executive Director 2011 present OJSC MRSK South Member of the Board of Directors 2011 present OJSC MRSK Center Member of the Board of Directors 2012 present OJSC MOSTOTREST Member of the Board of Directors 2013 2014 OJSC UAZ Member of the Board of Directors 2013 present OJSC Rosnano Member of the Audit Commission 2013 present OJSC Rostelecom Member of the Audit Commission

None of the proposed nominees has faced any administrative charges brought against him or her for any offence in the area of entrepreneurial activities, finance, taxes and levies, securities market, or has faced any criminal charges (has any criminal record) for any offence in the sphere of economy or for crimes against public authorities; public service interests and interests of municipal public service, or held any office in governing bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.

11 INFORMATION ON THE AGENDA

According to records contained in the register of owners of Rostelecom registered securities none of the listed nominees to the Board of Directors (except Ms. Veremyanina, information about whom is stated below) and none of their family members has any interest in the Charter Capital of Rostelecom or made any deal involving Rostelecom securities in 2014. Rostelecom possesses no information about any ownership by any nominee to the Audit Commission of Rostelecom of any securities of Rostelecom or about any deal with Rostelecom securities made by any nominee through a nominal holder. As on December 31, 2014 Ms. Veremyanina interest held in Rostelecom Charter Capital was 0.0001482%, with 0.0001617% of ordinary shares owned by her. In 2014 Ms. Veremyanina did not notify Rostelecom about making deals involving the Company securities.

Item 7: Approval of the Company’s auditor. Pursuant to Par. 1 Article 47 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 this agenda item is mandatory for a review by an annual general shareholders’ meeting. The Company held a public tender to award a right to make a contract, in order to select the auditor to audit the Company’s financial statements for the year ended and as on December 31, 2015 based on the Russian Accounting Standards, consolidated financial statements for the year ended and as on December 31, 2015 based on the IFRS, consolidated financial statements for the year ended and as on December 31, 2015 based on the IFRS and prepared pursuant to Federal Law dated July 27, 2010 No 208-FZ, as well as to review consolidated financial statements (balance sheet, statement of comprehensive income, statement of cash flow, statement of changes in equity) for 3 and 9 months of 2015 and interim consolidated financial statements for 6 months ending on June 30, 2015 based on the IFRS. Rules to be used for selecting an external auditors in order to ensure their independence and unbiased approach are prescribed by the Federal Law on Contract Framework for procurement of goods, works, services to meet public and municipal needs No 44-FZ dated April 5, 2013 and Federal Law on Auditing Activities No307-FZ of December 30, 2008, including:  the following criteria were used for selecting an auditor:  contract value;  quality of audit review practices: description of the general approach to arrangements and implementation of the audit procedure, description of internal control of quality of performance according to obligations;  estimation of the general labor costs to perform an audit in line with Service Provision Schedule (timelines): reasonable and explicable nature of ratio of time to be spent on-site to the time to be spent in office; reasonable match of the timelines allocated to provide the services to the tasks to be achieved;  availability of documents to confirm passing external quality control, results of external quality control;  information on bidders experience in undertaking audit over past 3 successive years from 2012 through 2014 according to RAS and IFRS/US GAAP (at the same time) of Russian organizations (featuring in Expert400 major companies list for 2014, see at: http://raexpert.ru/ratings/expert400/);  information on bidders experience in undertaking audits over past 3 successive years from 2012 through 2014 according to both RAS and IFRS (at the same time) of state controlled organizations (where the state has an interest of over 50% in the charter capital).  no factors affecting independence of such audit firms, including existence of any material interests linking such audit firms or their officers with the Company were found upon the outcome of the analysis:  auditors have no ownership interest in the Company’s charter capital;  the Company does not provide any loan to any auditor;  there are no close business links (such as an auditor’s involvement in promotion of the Company’s products (services), auditor’s participation in joint business activities, etc.) between the auditor and the Company;  no Rostelecom’s officer is at the same time holding any office with any bidding auditor. The Board of Directors and its Audit Committee examined results of the review for selection of the candidate to be appointed as the Company’s auditor to audit financial statements for 2015, and on the basis of the audit firms’ offers regarding material requirements included in the review, proposes that the Annual General Shareholders’ Meeting on results of 2014 should approve Ernst&Young LLC as the Company’s auditor for 2015. Information on membership of the proposed auditor in self-regulating organizations of auditors:

12 INFORMATION ON THE AGENDA

Full name: Not-for-Profit Partnership Russian Auditors’ Chamber. Located at: 3/9, 3rd Syromyatnicheskiy Per. Building 3, Moscow, 105120, Russia. Additional information: The General Registration number of Ernst&Young record in the state register of auditors and audit organizations is: 10201017420. Expected fee to be payable to the auditor for audit related services is: RUB 113,280,000, including VAT of RUB 17,280,000 (taking into account any shipping, transportation costs, customs duties, taxes and other mandatory payment according to applicable Russian law). No not audit-related services are expected to be provided by Ernst&Young LLC.

Agenda item 8. Remuneration of those members of the Board of Directors who are not public officials for their activities as members of the Board of Directors in the amount specified by internal documents of the Company. The item is put on the agenda following a proposal of the Board of Directors pursuant to a requirement of Article 64 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 that remunerations and compensations payable to the Board of Directors shall be set by a resolution of a general shareholders’ meeting. The Board of Directors proposal to the General Shareholders’ Meeting is: Approve annual remuneration and compensation of expenses related to performance of the duties as members of the Company’s Board of Directors for those members who performed duties of a member of the Company’s Board of Directors from the end of the Annual General Shareholders' Meeting on results of 2013 until the Annual General Shareholders' Meeting on results of 2014 in the amount specified in the Regulations on the Board of Directors of the Company (version No 12) as follows: – Ruben Aganbegyan in amount not exceeding RUB 4,720,000; – Kirill Dmitriev in amount not exceeding RUB 4,640,000; – Sergei Kalugin in amount not exceeding RUB 4,640,000; – Mikhail Lesin in amount not exceeding RUB 4,820,000; – Anatoly Milyukov in amount not exceeding RUB 4,800,000; – Mikhail Poluboyarinov in amount not exceeding RUB 4,400,000; – Vadim Semenov in amount not exceeding RUB 6,720,000.

Agenda item 9 Remuneration of those members of the Audit Commission who are not public officials for their activities as members of the Audit Commission in the amount specified by internal documents of the Company. The item is put on the agenda following a proposal of the Board of Directors pursuant to a requirement of Article 85 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 requiring a resolution of a general shareholders’ meeting to determine remunerations and compensations payable to members of the Audit Commission. The Board of Directors proposal to the General Shareholders’ Meeting is: Approve annual remuneration and compensation of expenses related to performance of the duties as members of the Company’s Audit Commission to each member of the Audit Commission who performed duties of a member of the Company’s Board of Directors from the end of the Annual General Shareholders' Meeting on results of 2013 until the Annual General Shareholders' Meeting on results of 2014 in the amount specified in the Regulations on the Audit Commission of the Company (version No 3). – Valentina Veremyanina in amount not exceeding RUB 1,400,000; – Anna Lerner in amount not exceeding RUB 1,400,000; – Vyacheslav Ulupov in amount not exceeding RUB 1,400,000; – Alexander Shevchouk in amount not exceeding RUB 1,820,000.

Agenda item 10: Approval of a revised version of the Charter of the Company. The item is put on the Meeting agenda following a proposal made by the Board of Directors. Draft revised Charter of Rostelecom, version No 15 is attached hereto as Appendix 3.

13 INFORMATION ON THE AGENDA

Agenda item 11: Approval of a revised version of the Regulations on the Company’s General Shareholders’ Meeting. The item is put on the Meeting agenda following a proposal made by the Board of Directors. Draft revised Regulations on Rostelecom General Shareholders’ Meeting, version No 7 are attached hereto as Appendix 4.

Agenda item 12: Approval of a revised version of the Regulations on the Company’s Board of Directors. The item is put on the Meeting agenda following a proposal made by the Board of Directors. Draft revised Regulations on Rostelecom Board of Directors, version No 13 are attached hereto as Appendix 5.

Agenda item 13: Approval of a revised version of the Regulations on the Company’s President. The item is put on the Meeting agenda following a proposal made by the Board of Directors. Draft revised Regulations on Rostelecom’s President, version No 3 are attached hereto as Appendix 6.

Agenda item 14: Approval of a revised version of the Regulations on the Company’s Audit Commission. The item is put on the Meeting agenda following a proposal made by the Board of Directors. Draft revised Regulations on Rostelecom’s Audit Commission, version No 4 are attached hereto as Appendix 7.

Agenda item 15: Reduction of the Company’s charter capital by way of cancelling shares previously bought back by the Company. The item is put on the Meeting agenda following a proposal made by the Board of Directors. Currently, the Company holds the following quantities of its own shares: 94,289,347 ordinary and 33,266,322 preference shares (the Treasury Shares). The Company became the owner of these shares after share buy- backs undertaken on demand of shareholders in 2013-2014 according to the Articles 75-76 of the Federal Law “On Joint-Stock Companies” No 208-FZ of 26.12.1995 (the “Companies Law”). The Treasury Shares confer on the Company no voting rights, they are not taken into account in vote counting at general shareholders’ meeting and no dividends accrue on them. According to Par. 6 Article 76 of the Companies Law, Treasury Shares shall be disposed of at a price at least equal to their market value and not later than within one year after the ownership right for shares subject to a buy-back was transferred to the Company, otherwise a general shareholders’ meeting of the Company should pass a resolution to decrease the Company’s charter capital by way of cancelling such shares. As a result of cancellation of the Treasury Shares, the Company’s charter capital will be decreased by RUB 318,889.1725 to RUB 6,961,200.2525. The total amount of Rostelecom’s outstanding shares will amount to 2,784,480,101 shares, including 2,574,914,954 ordinary shares and 209,565,147 preference shares. Shareholders’ stakes in the Company’s charter capital will be increased pro rata by 4.58%, by 3.66% in terms of ordinary shares, and by 15.87% in terms of preference shares respectively.

Agenda item 16: Approval of related party transactions that may be concluded between Rostelecom and JSC VTB Bank in the future in the course of ordinary business of Rostelecom. The item is put on the agenda following a proposal of the Board of Directors. In order to reduce costs related to debt financing, the Company on a regular basis monitors various opportunities to secure funds to finance its activities, in particular, to draw on funds allocated according to the Russian Government decree 1044 of October 11, 2014 on approval of Investment Project Support Program for projects being implemented in the Russian Federation and based on project financing. Such funds are available through authorized banks only, with JSC VTB Bank (the “Bank”) being one of the authorized banks under the program.

14 INFORMATION ON THE AGENDA

Within the framework of this government support of investment projects essential for the Russian economy a possibility of filing applications is considered to receive funds to finance three projects of the Company, with the total value of such funds reaching up to RUB 60 billion. In this case the Bank can be considered as one of the candidates selected to provide the funds. Moreover, in the period from July 2015 to June 2016 the Company plans to undertake refinancing of a number of bank loan facilities and bond issues with a total value of some RUB 30 billion with funds to be raised by the Company through public bidding. In the event that the Bank becomes the Company’s lender in the above listed cases, such deals will be recognized as related party transactions, since the Federal Agency for State Property Management will be a related party, as the Agency controls both 20% or more of ordinary voting shares of Rostelecom and VTB Bank. In this context, if the property which is subject-matter of a related party transaction (or a number of interconnected transactions) is valued at 2% and more of the balance-sheet value of the Company assets according to financial statements as on the latest reporting date (RUB 10,989 billion as on December 31, 2014), the approval should be adopted by a resolution of Rostelecom general shareholders’ meeting. It is not sensible and reasonable to convene and hold general shareholders’ meetings of the Company just to approve potential transactions like mentioned above, due to significant costs and required time. In order to ensure for the Company a timely possibility of receiving required financial resources, the annual general shareholders’ meeting of Rostelecom is requested according to Par. 6 Article 83 of the Federal Law “On Joint-Stock Companies” to consider approval of related party transactions between Rostelecom and VTB Bank that may be completed in the future in the course of ordinary business of the Company, provided that the limit amount under such transactions should be RUB 90 billion (ninety billion rubles) inclusively, or its equivalent. In the event that the annual general shareholders’ meeting approves such transactions that may be completed by the Company in the future, the Board of Directors in respect of each such transaction will have to adopt a decision concerning determination of the value of the property to be disposed of (interest payable for using loans, bank commissions, etc.) subject to provisions of Article 77 of the Federal Law “On Joint- Stock Companies”, ensuring sufficient control over completion of such transactions. Moreover such transactions are expected to be completed at a price not exceeding the key interest rate of the Bank of Russia plus 4%, or not higher that at MOSPRIME 3M+4% per annum, or a fixed amount equivalent to these rates.

Agenda item 17: Rostelecom participation in Association for Electronic Communications Not-for- Profit Partnership. The item is put on the agenda following a proposal of the Board of Directors. Rostelecom develops its Internet content and web-service business. Involvement in this market requires a strategic approach, liaisons with companies in the industry, public organizations and government authorities, participation in industry events, research and intelligence projects, creation of legal and standard frameworks. Pursuing these tasks seems reasonable within the framework of activities undertaken by Association for Electronic Communications Not-for-Profit Partnership (http://raec.ru/) – an industry stakeholder with a broad membership including leading Russian IT-industry companies, and planned membership of major telecom operators in the near future. Joining this organization as its member will bring the following benefits and opportunities to Rostelecom: 1. Strategic areas:  Participating in and fostering development in Russia of a civilized information society with its legal framework and codes of professional activities adopted both by users and Internet market participants.  Supporting internet economy growth and facilitating elimination of barriers preventing its growth.  Building an efficient dialog between the government and companies involved in information, communication and internet technologies.  Facilitating industry studies, standardization and development of internet technologies.  Presenting the industry achievements on all levels.  Taking part in industrial and socially important projects undertaken by the Association and facilitating creation of a positive image of companies and the industry in general. 2. Business links:

15 INFORMATION ON THE AGENDA

 Liaising with other members of the Association, joint projects and events, collegiate communications with the public (PR).  Intelligence, consultations, reviews by the Association of various issues relating to risk management and business drivers, economic, legal and other matters. 3. Public Relations and publicity support:  Access to the Association’s information resources, publicity and PR support of projects and products of the Association member-organizations.  An opportunity to speak/to be interviewed/to send official letters on behalf of the Association (subject to agreement with other members and management of the Association) and take part in events/projects of the Association. 4. Relations with governmental authorities (GR) and review of laws:  Participating in elaboration and preliminary discussions of industry bills, codes, declarations.  Voicing and safeguarding interests of the Association members in the industry.  Participating in working groups, committees and advisory councils of the relevant governmental authorities. 5. Participating in intelligence products of and research undertaken by the Association:  Taking part in research pursued by the Association.  An opportunity to initiate new specific research – under auspices of a commission of or the entire Association.  Access to marketing research and accurate information about market players. Membership fee for organizations – members of the Association for Electronic Communications Not-for- Profit Partnership:  ascension fee (charged one-time): RUB 90,000 (ninety thousand rubles);  annual membership fee: RUB 90,000 (ninety thousand rubles). Pursuant to Par. 14.2.20. of Rostelecom Charter decisions on participation in financial and industrial groups, associations and other affiliations of commercial organizations are referred to the competence of general shareholders’ meetings. According to Par. 14.3 of Rostelecom Charter a decision on this issue shall be taken by a general shareholders’ meeting, only upon a proposal of the Board of Directors.

Agenda item 18: Rostelecom participation in Non-Profit Association of organizations on support of innovative development National Association of Contact Centers. The item is put on the agenda following a proposal of the Board of Directors. Under a major federal project of Rostelecom–Contact Centers in order to implement world’s best practices and obtain certification of Contact Center managers ICCCI the Company envisages pursuing activities in certain areas to be supported and reinforced through ascension of the Company to Association of organizations on support of innovative development National Association of Contact Centers (http://www.contact-centers.ru):  accumulation of a knowledge base and dissemination of successful experience, including international experience for the purpose of enhancement of professional skills of staff and improvement of services in contact centers;  determination of standards, and service quality improvement in contact centers in various industries and sectors;  determination of standards governing recruitment of staff, training, learning and skill verification of contact center personnel;  development and approval of tools and mechanisms of voluntary certification of contact centers’ managers. Under Rostelecom–Contact Centers project it is envisaged to gradually terminate service contracts, premises and operators’ positions lease agreements with third party providers and simultaneously make contracts with Rostelecom subsidiary – CJSC MTs NTT and create internal special purpose units in contact centers (request handling facilities) of Rostelecom. Upon outcome of the project implementation the Company contact centers should ensure a sufficiently high service and performance levels.

16 INFORMATION ON THE AGENDA

Certification of contact center managers ICCCI (http://www.iccci.ru) is presumed to be an independent and accurate validation of their professional expertise, skills and knowledge of managing Rostelecom Call Centers and Contact Centers. Membership fee for companies-members of Association of organizations on support of innovative development National Association of Contact Centers:  annual membership fee: RUB39,000 (thirty nine thousand rubles). Pursuant to Par. 14.2.20. of Rostelecom Charter decisions on participation in financial and industrial groups, associations and other affiliations of commercial organizations are referred to the authority of general shareholders’ meetings. According to Par. 14.3 of Rostelecom Charter a decision on this issue shall be taken by a general shareholders’ meeting, only upon a proposal of the Board of Directors.

Agenda item 19: Approval of the related party transaction – directors, officers and companies liability insurance agreement concluded between OJSC Rostelecom and OJSC SOGAZ. The item is put on the agenda following a proposal of the Board of Directors. To insure the liability of Rostelecom, its directors and officers for any damage suffered by third parties as a result of errors or omissions by governing bodies of the Company, as well as against risks of defense or any other costs incurred by the Company or the Insured persons, the Company announced and held tenders for the right to conclude the directors, officers and companies liability insurance agreement (hereafter - D&O Liability Insurance Policy). Information regarding the insurance policy procurement and draft contract proposed by the Company are available on the Company website at: http://zakupki.rostelecom.ru/657675. OJSC SOGAZ was announced the winner of the public bidding under the following material terms: • Total limit of Liability under the Policy amounts to EUR200,000,000.00 (two hundred million Euros); • Independent Director Excess Limit of Liability amounts to EUR920,000.00 (nine hundred and twenty thousand Euros); • Insurance premium is EUR 368,500; • The term of agreement is as of May 28, 2015 through July 31, 2016; • The insurance covers the liability of the Company’s subsidiaries and dependent companies. Persons recognized as related parties in the relevant transaction according to Article 81 of the Federal Law “On Joint-Stock Companies”: – S. Kalugin, member of the Board of Directors, President and Chairman of the Management Board of OJSC Rostelecom who is a beneficiary of the transaction; – A. Abramkov, A. Beleychev, M. Irzhevskiy, A. Maslov, K.-U. Mehlhorn, V. Mironov, A. Rogovoy, G. Rysakova, D. Sadkov, L. Tkachuk, M. Florentieva, A. Zeitlin, A. Cheglakov, A. Shipulin – members of the Management Board who are beneficiaries of the transaction; – V. Semenov, R. Aganbegyan, K. Dmitriev, D. Benello, A. Zlatopolsky, I. Kozlov, M. Lesin, A. Milukov, M. Poluboyarinov, V. Sergeychuk – members of the Board of Directors who are beneficiaries of the transaction.

17 INFORMATION ON THE AGENDA

DRAFT RESOLUTIONS ON THE AGENDA ITEMS OF ROSTELECOM ANNUAL GENERAL SHAREHOLDERS’ MEETING ON RESULTS OF YEAR 2013 Agenda item 1: Approve the annual report of OJSC Rostelecom on the results of 2014.

Agenda item 2: Approve the Company’s annual financial statements, including statement of financial results for the reporting fiscal year of 2014.

Agenda item 3: Distribute the Company profit upon results of the reporting year of 2014 as follows: – RUB 728 thousand to be allocated to expand the Company’s reserves; – RUB 20,032,131 thousand to be allocated to increase the Company’s equity; – RUB 9,451,750 thousand to be distributed as dividends for 2014 on the Company’s shares.

Agenda item 4: 1. To pay dividends for 2014 in a monetary form as follows: – on the Company preference Class A shares: in the amount of RUB 4.050033904632 per share. – on the Company ordinary shares: in the amount of RUB 3.34108279423228 per share. The dividend amount payable to a shareholder of the Company shall be rounded up to the next whole number of copecks. 2. To set July 3, 2015 as the cut-off date on which persons entitled to receive dividend are determined. Pursuant to Par. 6 Article 42 of the Federal Law “On Joint-Stock Companies” No 208-FZ of December 26, 1995 dividend payments to nominees and trustees who are professional participants of the securities market and recorded in the register of the Company shareholders, and to other persons recorded in the register of the Company shareholders shall be made not later than within 10 (ten) business days and 25 (twenty five) business days respectively from the cut-off date to determine persons entitled to receive dividend.

Agenda item 5: Elect the following persons as members of the Board of Directors*: 1. Ruben Aganbegyan; 2. Alexander Auzan; 3. Kirill Dmitriev; 4. Andrey Zvezdochkin; 5. Anton Zlatopolsky; 6. Sergei Ivanov; 7. Sergei Kalugin; 8. Anatoly Milyukov; 9. Mikhail Poluboyarinov; 10. Alexander Pchelintsev; 11. Seppo Uha Remes; 12. Vadim Semenov; 13. Vitaly Sergeichouk. * 13 (thirteen) candidates are nominated to the Board of Directors. Pursuant to Article 23.1. of the Company’s Charter the Board consists of 11 (eleven) members. Members of the Board of Directors shall

18 INFORMATION ON THE AGENDA be elected by cumulative voting. 11 (eleven) candidates receiving the largest vote shall be deemed elected to the Company’s Board of Directors.

Agenda item 6: Elect the following persons as members of the Audit Commission**: 1. Valentina Veremyanina; 2. Vasily Garshin; 3. Denis Kant Mandal; 4. Mikhail Krasnov; 5. Oleg Musienko; 6. Alexander Ponkin; 7. Vyacheslav Ulupov. 8. Alexander Shevchouk. **8 (eight) individuals are nominated to the Audit Commission. Pursuant to article 28.2. of the Company’s Charter the Audit Commission consists of 7 (seven) members. 7 (seven) candidates receiving the largest vote shall be deemed elected to the Audit Commission.

Agenda item 7 Approve Ernst&Young LLC as the Company’s auditor for 2015.

Agenda item 8: Approve annual remuneration and compensation of expenses related to performance of the duties as members of the Company’s Board of Directors for those members who performed duties of a member of the Company’s Board of Directors from the end of the Annual General Shareholders' Meeting on results of 2013 until the Annual General Shareholders' Meeting on results of 2014 in the amount specified in the Regulations on the Board of Directors of the Company (version No 12) as follows: – Ruben Aganbegyan in amount not exceeding RUB 4,720,000; – Kirill Dmitriev in amount not exceeding RUB 4,640,000; – Sergei Kalugin in amount not exceeding RUB 4,640,000; – Mikhail Lesin in amount not exceeding RUB 4,820,000; – Anatoly Milyukov in amount not exceeding RUB 4,800,000; – Mikhail Poluboyarinov in amount not exceeding RUB 4,400,000; – Vadim Semenov in amount not exceeding RUB 6,720,000.

Agenda item 9: Approve annual remuneration and compensation of expenses related to performance of the duties as members of the Company’s Audit Commission to each member of the Audit Commission who performed duties of a member of the Company’s Board of Directors from the end of the Annual General Shareholders' Meeting on results of 2013 until the Annual General Shareholders' Meeting on results of 2014 in the amount specified in the Regulations on the Audit Commission of the Company (version No 3). – Valentina Veremyanina in amount not exceeding RUB 1,400,000; – Anna Lerner in amount not exceeding RUB 1,400,000; – Vyacheslav Ulupov in amount not exceeding RUB 1,400,000; – Alexander Shevchouk in amount not exceeding RUB 1,820,000.

Agenda item 10: Approve the Charter of OJSC Rostelecom (version No 15).

Agenda item 11: Approve the Regulations on the General Shareholders’ Meeting of OJSC Rostelecom (version No 7).

19 INFORMATION ON THE AGENDA

Agenda item 12: Approve the Regulations on the Board of Directors of OJSC Rostelecom (version No 13).

Agenda item 13: Approve the Regulations on the President of OJSC Rostelecom (version No 3).

Agenda item 14: Approve the Regulations on the Audit Commission of OJSC Rostelecom (version No 4).

Agenda item 15: Reduce the Company’s charter capital by a total of RUB 318,889.1725 by way of cancelling 94,289,347 ordinary and 33,266,322 preference Class A shares of the Company respectively. As a result of the reduction the Company’s Charter Capital will amount to RUB 6,961,200.2525 consisting of 2,784,480,101 registered shares with par value of RUB 0.0025 each, including: – 2,574,914,954 ordinary shares; and – 209,565,147 preference Class A shares.

Agenda item 16: Approve related party transactions (loan agreements) that may be concluded between Rostelecom and JSC VTB Bank in the future in the course of ordinary business of Rostelecom. The limit a value of such deals that may be concluded until the next annual general shareholders’ meeting of Rostelecom should be RUB 90 billion inclusively, or its equivalent. The limit amount (interest rate) under each of these transactions should be the key interest rate of the Bank of Russia plus 4%, or not higher that at MOSPRIME 3M+4% per annum, or a fixed amount equivalent to these rates. Related party in the transaction: the Federal Agency for State Property Management.

Agenda item 17: Approve Rostelecom participation as a member in Association for Electronic Communications Not-for-Profit Partnership.

Agenda item 18: Approve Rostelecom participation as a member in Association of organizations on support of innovative development National Association of Contact Centers.

Agenda item 19: 1. Determine on the basis on market value the price (price valuation in money terms) of the services to be purchased by Rostelecom (the “Policy Holder”) under the D&O Liability Insurance Agreement to be concluded between OJSC Rostelecom and OJSC SOGAZ (the “Insurer”) in the amount equivalent to EUR 368,500. 2. Approve the related party transaction, namely the D&O Liability Insurance Agreement between OJSC Rostelecom and OJSC SOGAZ (the “Insurance Policy”) on the following terms and conditions: 2.1. Subject-matter of the Agreement: subject to all terms and conditions of the Insurance Policy in the event of any Loss listed in the Policy the Insurer shall pay according to the Policy the amount of indemnity (as applicable) to the relevant Insured Person and/or any other person entitled to receive such indemnity (the “Insured Person”). 2.2. Object of Insurance Insurance Cover А (Cover А) The object of insurance under Insurance Cover A in relation to liability of any Insured Person for any Losses incurred by other persons shall be property interests of such Insured Person related to his or her obligation to reimburse Losses of other persons.

20 INFORMATION ON THE AGENDA

The loss events for the purpose of Cover A in relation to Insured Person’s liability for any Losses of other persons shall be the following: (а) legal liability of any Insured Person to pay for any Losses under any jurisdiction/law during or prior to the Policy Period in connection with any Wrongful Act by an Insured Person, and (b) any Claim made against any Insured Person during the Policy Period related to any Losses of other persons as described in (a) above; a loss event shall be deemed realized when a Claim is brought as described in (b) above. A loss event must be subsequently confirmed by the Insurer, a court, arbitral court, arbitral tribunal or other competent body/institution. Upon an occurrence of a loss event the Parties shall sign a loss event confirmation. For the avoidance of doubt the Policy shall cover all Losses incurred or to be incurred after the Policy Period by any Insured Person for Losses of other persons (including, but not limited to, in case of ruling by a court, arbitral court, arbitral tribunal or other competent body/institution after the Policy Expiry), under any Claim made during the Policy Period. The object of insurance under Insurance Cover A in relation to Losses of any Insured Person (other than liability for losses described above) shall be property interests of such Insured Person related to his or her Losses. The loss event for Cover A in terms of Losses of any Insured Person shall be (other than described as liability of Losses of other persons described above) any Losses of such Insured Persons in connection with any Claim. The Losses shall be considered incurred and the loss event realized after any Claim is made to such Insured Person that will inevitably result in any Losses of such Insured Person even if not suffered yet. For the avoidance of doubt the Policy shall cover all Losses incurred or to be incurred after the Policy Period by any Insured Person under any Claim made during the Policy Period. Insurance Cover В (Cover В) A loss event for Cover B in terms of Losses of any Company shall be property interest of any Company related to indemnity by such Company of any Losses. A loss event for Cover B shall be any expenses of any Company in connection with paying by this Company for Losses to any Insured Person and/or to any other person in the interest of an Insured Person in connection with any Claim made against any Insured Person, and/or in connection with liability of any Insured Person for any Losses incurred by other persons. For the avoidance of doubt the Policy shall also cover the abovementioned expenses of any Company after the Policy Period under any Claim made during the Policy Period, and/or in connection with liability of any Insured Person for any Losses of other persons where a Claim was filed in connection with these Losses during the Policy Period. A loss event must be subsequently confirmed by the Insurer, a court, arbitral court, arbitral tribunal or other competent body/institution. Upon occurrence of a loss event the Parties shall sign a loss event confirmation. Insurance Cover С (Cover С) – cover related to Securities The object of insurance under Cover C in relation to insurance of a liability of any Company for any Losses incurred by other persons shall be property interests of such Company related to its obligation to pay for Losses of other persons. A loss event for Cover C in relation to liability of any Company for any Losses incurred by other persons shall be occurrences of all of the following: (а) creation at any time during or prior to the Policy Period of a legal liability of any Company to pay for any Losses under any jurisdiction/law in connection with any Wrongful Act of the Company, and (b) filing of any Claim related to Securities against such Company during the Policy Period in connection with Losses of other persons described in (a) above; therefore, a loss event shall be considered realized once a Claim related to Securities is filed as described in (b) above. A loss event occurrence must be subsequently established by the Insurer, a court, arbitral court, arbitral tribunal or other competent body/institution. Upon occurrence of a loss event the Parties shall sign a loss event confirmation. For the avoidance of doubt, the Policy shall cover any Losses already incurred or to be incurred by any Company after the Policy Period as a liability for any Losses of other persons (including, but not limited to, in case of ruling by a court, arbitral court, arbitral tribunal or other competent body/institution after the Policy Expiry), but in relation to any Securities Related Claim made during the Policy Period. The object of insurance for Cover C in relation to indemnification for any Losses of any Company (other than liability for losses described above) shall be property interests of such Company related to incurring such Losses. The insurance event for Cover C in terms of indemnification for Losses of any Company (other than described as liability of Losses of other persons described above) shall be any Losses of such Company incurred in connection with any Securities Related Claim. The Losses shall be deemed incurred by the Company and a loss event realized at the moment when a Securities Related Claim is filed against such Company with such Claim inevitably resulting in any Losses of the Company even if such Losses were not actually suffered yet. For the avoidance of doubt the Policy shall cover any Losses incurred after the Policy Period by any Company, but in connection with any Securities Related Claim filed during the Policy Period.

21 INFORMATION ON THE AGENDA

For the purposes of the Policy any Claim or Claims arising out of, based upon, or attributable to a single Wrongful Act shall be considered as a single Claim first made against any Insured Person during the Policy Period or the Discovery Period. 2.3. Policy application area: worldwide, including the US and Canada. 2.4. Limit of Liability under the Policy cumulatively for all insurance covers and excesses with the exception of Independent Director Excess Limit of Liability shall be EUR200,000,000 (two hundred million Euros). Independent Director Excess Limit of Liability shall be EUR920,000 (nine hundred and twenty thousand Euros). Cumulative Independent Director Excess Limit of Liability shall be EUR4,600,000 (four million six hundred thousand Euros). 2.5. Franchise: Insurance cover А. Not applicable. Insurance cover В. For claims in the USA and Canada: EUR92,000 (ninety two thousand Euros); for claims filed in other countries: EUR67,500 (sixty seven thousand five hundred Euros). Insurance cover С. Securities Related Claims in the USA and Canada: EUR92,000 (ninety two thousand Euros); for Securities Related Claims in other countries: EUR67,500 (sixty seven thousand five hundred Euros). 2.6. Insurance premium shall be EUR 368,500. The premium shall be paid in Russian Rubles at the exchange rate set by the Russian Central Bank for the date of payment. The premium shall be paid by the Policyholder to the Insurer’s bank account within 90 days after the Policyholder received an invoice from the Insurer. 2.7. Policy validity period (Insurance term): Policy start date: May 28, 2015 (00:00). Policy expiry date: July 31, 2016 (00:00) 2.8. Discovery period 60 (sixty) days automatically without additional insurance premium, unless a longer term is set by the Policy Terms and Conditions. 1 year subject to payment of an additional insurance premium of 90% of the Full Annual Premium 3 years subject to payment of an additional insurance premium of 170% of the Full Annual Premium 2.9. Continuity Date (starting date for coverage on earlier Claims and/or circumstances that may result in a Claim). For Insurance Amount up to USD30,000,000 (inclusive): August 12, 2005. For Insurance Amount above USD30,000,000: May 28, 2008. For Insurance Amount above USD120,000,000: May 28, 2011. Persons recognized as related parties in the relevant transaction according to Article 81 of the Federal Law “On Joint-Stock Companies”:  S. Kalugin, member of the Board of Directors, President and Chairman of the Management Board of OJSC Rostelecom who is a beneficiary of the Policy.  A. Abramkov, A. Beleychev, M. Irzhevskiy, A. Maslov, K.-U. Mehlhorn, V. Mironov, A. Rogovoy, G. Rysakova, D. Sadkov, L. Tkachuk, M. Florentieva, A. Zeitlin, A. Cheglakov, A. Shipulin – members of the Management Board who are beneficiaries of the Policy:  V. Semenov, R. Aganbegyan, K. Dmitriev, D. Benello, A. Zlatopolsky, I. Kozlov, M. Lesin, A. Milukov, M. Poluboyarinov, V. Sergeychuk – members of the Board of Directors who are beneficiaries of the Policy.

22