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Information on the Agenda of Rostelecom Annual General Shareholders’ Meeting on Results of 2012

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Information on the Agenda of Rostelecom Annual General Shareholders’ Meeting on Results of 2012 INFORMATION ON THE AGENDA INFORMATION ON THE AGENDA OF ROSTELECOM ANNUAL GENERAL SHAREHOLDERS’ MEETING ON RESULTS OF 2012 Item 1: Approval of the Company’s annual report. The annual report of OJSC Rostelecom for 2012 is attached as Appendix 1 hereto. Item 2: Approval of the Company annual financial statements including profit and loss statement (profit and loss account). The following documents are attached hereto as Appendix 2: the auditor’s opinion of the Company's auditor, ZAO KPMG, regarding accounts of OJSC Rostelecom for 2012; the Company’s RAS financial statements for 2012; an excerpt from the minutes of the Audit Committee of the Company’s Board of Directors with statement regarding the opinion of the independent audit company ZAO KPMG on Rostelecom’s financial statements, and the report of the Audit Commission of the Company regarding the audit of the Company’s 2012 financial and operating activities. Item 3: Approval of the distribution of the Company profit upon results of the year 2012. Based on Rostelecom 2012 operations the Board of Directors of the Company recommended distribution of the Company profit upon the results of 2012 reporting year as follows: . RUB 24,505,824,465.21 to be allocated to increase the Company’s equity; . RUB 8,168,569,327.86 to be distributed as dividends on the Company shares for the year 2012, including: – to pay dividend for type A preference shares of the Company for the year 2012 in the amount of RUB 4.1022 per share; – to pay dividend for ordinary shares of the Company for the year 2012 in a monetary form in the amount of RUB 2.4369 per share; To determine that payments of dividend to persons included in the list of shareholders entitled to receive dividend as on April 30, 2013 shall be performed according to the information about the means of receiving dividend provided by registered persons to the Company Registrar. Pursuant to applicable laws of the Russian Federation and the Charter of the Company, shareholders who were recorded in the register of shareholders as on April 30, 2013, i.e. on the date of making a list of persons eligible to participate in the Annual General Shareholders' meeting on results of the Company's activities in 2012 shall be entitled to receive dividends for 2012. Item 4: Election of the Board of Directors of the Company. The following proposals to nominate candidates for elections to Rostelecom’s Board of Directors were submitted to Rostelecom’s Board of Directors in accordance with the timeframe specified by applicable laws of the Russian Federation: – by OJSC Svyazinvest owning in total 45.29% of the voting shares of OJSC Rostelecom as on March 1, 2013 (the date of the submitted proposal) to nominate: 1. Ruben Aganbegyan; 2. Valentina Veremyanina; 3. Dmitry Gurevich; 4. Mikhail Zadornov; 5. Sergei Kalugin; 6. Yury Kudimov; 7. Sergei Kulikov; 8. Oleg Malis; 9. Vadim Semenov; 10. Dmitry Strashnov; 11. Evgeny Yuryev. 1 INFORMATION ON THE AGENDA – by State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” owning 2.45% of the voting shares of OJSC Rostelecom as on February 27, 2013 (the date of the submitted proposal) to nominate 12. Yury Kudimov. – by Red Hand Investments Limited and Stotter Limited owning 2.84% of the voting shares of OJSC Rostelecom as on February 6, 2013 (the date of the submitted proposal) to nominate 13. Denis Kulikov. – by the Russian Federation acting by the Federal Agency for State Property Management, owning 7.43% of the voting shares of OJSC Rostelecom as on March 1, 2013 (the date of the submitted proposal) to nominate: 14. Mikhail Alexeev; 15. Sergei Kulikov; 16. Vadim Semenov. – by LLC MOBITEL owning 4.64% of the voting shares of OJSC Rostelecom as on March 1, 2013 (the date of the submitted proposal) to nominate: 17. Vladimir Bondarik; 18. Yury Voytsekhovsky; 19. Anton Zlatopolsky; 20. Elena Kataeva; 21. Nikolai Kudryavtsev; 22. Alexei Malinin; 23. Boris Nemsic; 24. Alexander Provotorov; 25. Ivan Rodionov; 26. Vadim Semenov. – by OJSC Gazprombank owning 10.07% of the voting shares of OJSC Rostelecom as on February 28, 2013 (the date of the submitted proposal) to nominate: 27. Sergei Azatyan; 28. Pavel Kuzmin; 29. Anatoly Milyukov; 30. Alexander Pchelintsev; 31. Artem Obolensky; 32. Arkady Rotenberg; 33. Nikolai Sabitov; 34. Ashot Khachaturyants; 35. Evgeny Roitman. Agreement of all the candidates to be nominated is available. Thus, the list of candidates for the elections to the Board of Directors includes the following individuals: 1) Sergei Azatyan, Managing Director, Moscow Representative Office of MarCap Investments Group Limited. Mr. Azatyan was born in 1979. He graduated from the Russian Government’s Financial University. The table below provides the list of positions Mr. Azatyan held in the recent 5 years and his currently held position(s): 2 INFORMATION ON THE AGENDA Period Organization Position 2007 – 2009 LLC Marshal Consulting Investment Head Representative Office of LLC MarCap Advisors 2009 – 2011 Managing Director Ltd. in Moscow Mayak real Estate Limited, a company limited 2009 – present Member of the Board of Directors by shares (Cyprus) Representative Office of LLC MarCap Managing Director, Member of the 2011 – present Investments Group Limited in Moscow Board of Directors 2012 – present GT Gettaxi Limited Member of the Board of Directors 2012 – present OJSC Rostelecom Member of the Board of Directors 2012 – present ZAO NVision Group Member of the Board of Directors As on December 31, 2012, neither Mr. Azatyan, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Azatyan, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Azatyan – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive 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. 2) Ruben Aganbegyan, General Director of OTKRITIE Financial Corporation Mr. Aganbegyan was born in 1972. He graduated from the Moscow State Academy of Law. The table below provides the list of positions Mr. Aganbegyan held over the past 5 years and his currently held position(s): Period Organization Position 2007 – 2009 IK Renaissance Capital, Russia General Director LLC Renaissance Investment 2009 – 2009 Chairman of the Management Board Management 2009 – 2010 IK Renaissance Capital President 2010 – 2012 ZAO MICEX President 2012 – present OTKRITIE Financial Corporation General Director As on December 31, 2012, neither Mr. Aganbegyan, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Aganbegyan, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Aganbegyan – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for 3 INFORMATION ON THE AGENDA 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. 3) Mikhail Alexeev, Chairman of the Management Board, ZAO UniCredit Bank Mr. Alexeev was born in 1964. He graduated from Moscow Institute of Finance The table below provides the list of positions Mr. Alexeev held over the past 5 years and his currently held position(s): Period Organization Position President and Chairman of the Management 2006 – 2008 LLC Commercial Bank Rosprombank Board 2008 – present ZAO UniCredit Bank Chairman of the Management Board As on December 31, 2012, neither Mr. Alexeev, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Alexeev, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Alexeev – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive 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.
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