INFORMATION ON AGENDA ITEMS OF THE MEETING

INFORMATION ON ITEMS ON THE AGENDA OF THE ANNUAL GENERAL SHAREHOLDERS’ MEETING OF PJSC ROSTELECOM ON 2017 RESULTS

Agenda item 1: Approval of PJSC Rostelecom’s annual report. Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. PJSC Rostelecom’s Annual Report 2017 is included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve PJSC Rostelecom’s Annual Report 2017.

Agenda item 2: Approval of PJSC Rostelecom’s annual accounting (financial) statements. Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. The following documents are included in the set of materials for the Meeting: auditor’s report by Ernst & Young LLC on PJSC Rostelecom’s accounting statements for 2017; PJSC Rostelecom’s annual financial statements for 2017 prepared in accordance with the Russian Accounting Standards; report of PJSC Rostelecom’s Audit Commission on the results of the audit of PJSC Rostelecom’s financial and business performance in 2017 and on the fairness of data contained in PJSC Rostelecom’s Annual Report 2017. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve PJSC Rostelecom’s annual accounting (financial) statements for 2017.

Agenda item 3: Approval of distribution of PJSC Rostelecom’s profits for FY2017. Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. PJSC Rostelecom’s net profit for FY2017 determined in accordance with the Russian Accounting Standards (RAS) totalled RUB 8,888,984 thousand, while net profit determined in accordance with the International Financial Reporting Standards (IFRS) was RUB 14,050,000 thousand, and free cash flow for 2017 under IFRS was RUB 20,385,000 thousand. It is proposed that 100% of the net profit determined in accordance with the IFRS in amount of RUB 14,050,000 thousand be allocated to dividend payouts for 2017, or 68.92% of the free cash flow, which will require allocation to dividend payouts of 100% of PJSC Rostelecom’s net profit for FY2017 under RAS, as well as RUB 5,161,016 thousand of retained profits of previous years. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Allocate the entire PJSC Rostelecom’s net profit for FY2017 in the amount of RUB 8,888,984 thousand to dividend payouts for 2017.

Agenda item 4: Approval of distribution of retained profits of previous years. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Allocate PJSC Rostelecom’s retained profits of previous years in the amount of RUB 5,161,016 thousand to dividend payouts for 2017.

Agenda item 5: The amount, timeline and form of dividend for 2017 and setting of the date of record. Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. Pursuant to paragraph 10.3. the Charter and paragraph 5.6 of the Dividend Policy, the total amount payable as annual dividends on each preference share is set at ten percent (10%) of the Company’s net profit under RAS for the last fiscal year (RUB 8,888,984 thousand in 2017) divided by the number of shares accounting for twenty-five percent (25%) of the Company’s Charter Capital. If dividends on each ordinary share exceed

1 INFORMATION ON AGENDA ITEMS OF THE MEETING dividends payable on each preference share, the latter dividends should be increased to the amount of dividends payable on ordinary shares. If 100% of the net profit determined in accordance with the IFRS in amount of RUB 14,050,000 thousand be allocated to dividend payouts for 2017, the estimated dividends on one preference share of PJSC Rostelecom for 2017 are RUB 1.276932666434, the estimated dividends on one ordinary share are RUB 5.352564905742. Thus, the dividends payable on preference shares should be increased to the amount of dividends payable on ordinary shares. Based on the total amount of RUB 14,050,000 thousand allocated to dividend payouts, dividends payable on one ordinary and on one preference share equal RUB 5.045825249373. Pursuant to paragraph 5 of Article 42 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, the date of record shall be set by resolution of the General Shareholders’ Meeting as proposed by the Board of Directors, but this date shall be not earlier than ten (10) or later than twenty (20) days from the date the relevant resolution is passed by the General Shareholders’ Meeting. Accordingly, it is proposed to set 6 July 2018 as the date of record for 2017. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: 1. Pay dividends for 2017 in cash as follows: – on PJSC Rostelecom’s preference Class A shares: in the amount of RUB 5.045825249373 per share, – on PJSC Rostelecom’s ordinary shares: in the amount of RUB 5.045825249373 per share, that is RUB 14,050,000 thousand is allocated to dividend payouts on all PJSC Rostelecom’s preference and ordinary shares, including RUB 8,888,984 thousand from net profit for FY2017 and RUB 5,161,016 thousand from retained profits of previous years. Dividends accrued to one shareholder of PJSC Rostelecom shall be rounded to the nearest kopeck using mathematical rounding rules. 2. Set the date of record for 2017: 6 July 2018. Dividend payouts to nominee shareholders and trustees (professional security traders) whose names are on the shareholder register shall be made within ten (10) business days of the date of record, and to other shareholders whose names are on the shareholder register – within twenty-five (25) business days of the date of record.

Agenda item 6: Election of the Board of Directors of PJSC Rostelecom. Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. Proposals to nominate the following candidates to PJSC Rostelecom’s Board of Directors were submitted to PJSC Rostelecom’s Board of Directors within the timeframe specified by applicable laws of the Russian Federation and PJSC Rostelecom’s Charter:  By the Russian Federation acting through the Federal Agency for State Property Management owning 48.7% of PJSC Rostelecom’s voting shares as on the date the proposal was submitted: 1. Ruben A. Aganbegyan; 2. Alexander A. Auzan; 3. Kirill A. Dmitriev; 4. Anton A. Zlatopolsky; 5. Sergei B. Ivanov; 6. Sergei B. Kalugin; 7. Mikhail E. Oseevsky; 8. Mikhail I. Poluboyarinov; 9. Alexander A. Pchelintsev; 10. Vadim V. Semenov; 11. Alexei A. Yakovitskiy. Consent of all the candidates to be nominated is available. Information available to Rostelecom on positions held by the nominated candidates in the last five years is presented below:

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1) Ruben A. Aganbegyan, Advisor to General Director, VEB Capital LLC. Mr Aganbegyan was born in 1972. He graduated from Moscow State Law Academy.

Period Organisation Position 2010 2013 CJSC MICEX Stock Exchange member of the Board of Directors 2012 2014 OJSC Otkritie Financial Corporation General Director, President (renamed OJSC Otkritie Holding) 2013 2013 NOMOS-BANK (OJSC) member of the Supervisory Board 2012 2013 National Stock Association (self-regulatory member of the Board of Directors non-profit organisation) 2010 2013 CJSC Settlement Depository Company member of the Board of Directors 2012 2013 Russian Union of Exchanges member of the Board of Directors 2012 2013 OJSC Pipe Metallurgical Company member of the Board of Directors 2012 2013 OJSC MICEX-RTS Moscow Stock member of the Board of Directors Exchange 2010 2013 Non-Banking Credit Organisation National member of the Supervisory Board Settlement Depository 2014 2014 OJSC Otkritie Bank member of the Board of Directors 2014 2015 OJSC Bank Petrocommerce member of the Board of Directors, Chairman of the Board of Directors 2013 2014 Brunswick Rail member of the Board of Directors 2013 2016 PJSC Bank Otkritie Financial Corporation member of the Supervisory Board, Chairman of the (formerly OJSC Bank Otkritie Financial Supervisory Board Corporation) 2010 2017 Public Organisation Russian Union of member of the Management Board Industrialists and Entrepreneurs 2013 2016 Non-profit organisation Russian National member of the Board of Directors Association of Securities Market Participants (NAUFOR) 2013 15 Nov 2017 Otkritie Capital LLC Chairman of the Board of Directors 2013 2014 OJSC Otkritie Holding Chairman of the Board of Directors 2013 present PJSC Rostelecom member of the Board of Directors 2014 present PJSC MMK member of the Board of Directors 2014 2017 JSC Otkritie Holding General Director, Chairman of the Management Board 2014 15 Nov 2017 JSC Otkritie Holding member of the Board of Directors 2015 2018 Public Joint-Stock Company National Bank Chairman of the Board of Directors TRUST 2016 present Federal State Autonomous Institution member of the Supervisory Board Russian Industrial Development Fund 2016 present Polytechnic Museum Development Fund member of the Fund 2017 28 Aug 2017 PJSC Bank Otkritie Financial Corporation President, Chairman of the Supervisory Board 28 Aug 2017 15 Nov 2017 JSC Otkritie Holding Managing Director 15 Jan 2018 present VEB Capital LLC Advisor to General Director

2) Alexander A. Auzan, Dean of the Department of Economics, Lomonosov Moscow State University. Mr Auzan was born in 1954. In 1979, he graduated from Lomonosov Moscow State University, Department of Economics. Doctor of Economics, Professor.

Period Organisation Position Federal State Budget Educational Institution Head of the Chair of Applied Institutional Economics 2002 present of Higher Education Lomonosov Moscow (Department of Economics) State University Federal State Budget Educational Institution 2013 present of Higher Education Lomonosov Moscow Dean of the Department of Economics State University 2015 present PJSC Severstal member of the Board of Directors 2013 present JSC RVC member of the Board of Directors 2015 present PJSC Rostelecom member of the Board of Directors

3) Kirill A. Dmitriev, General Director, LLC RDIF Management Company. Mr Dmitriev was born in 1975. He graduated from Stanford University.

Period Organisation Position 2011 present JSC RDIF Management Company General Director member of the Supervisory Board, Chairman of the 2012 present JSC RDIF Management Company Management Board 2012 present MD Medical Group Investment plc member of the Board of Directors

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2013 present RCIF Asset Management Limited member of the Board of Directors 2014 present Bank GPB (JSC) member of the Board of Directors 2014 present PJSC Rostelecom member of the Board of Directors December April 2015 PJSC SIBUR Holding member of the Board of Directors 2015 2015 2016 PROMINVESTBANK member of the Board of Directors 2016 present JSC Russian Railways member of the Board of Directors 2017 present PJSC ALROSA member of the Board of Directors 2017 present PJSC Transneft member of the Board of Directors

4) Anton A. Zlatopolsky, General Director, State TV Company Rossiya TV Сhannel. Mr Zlatopolsky was born in Moscow in 1966. In 1988, he graduated from Lomonosov Moscow State University. Candidate of Law (PhD).

Period Organisation Position Rossiya TV Сhannel, Branch of FGUP 2006 present General Director, First Deputy General Director VGTRK 2011 present PJSC Rostelecom member of the Board of Directors 2016 present JSC TsTV member of the Board of Directors

5) Sergei B. Ivanov, Special Presidential Representative for Nature Protection, the Environment and Transport. Mr Ivanov was born in Leningrad in 1953. He graduated from the Translation Department of the Philological Faculty of Leningrad State University, then completed Higher Translation Courses of the USSR KGB in Minsk.

Period Organisation Position 2008 2011 The Russian Government Deputy Prime Minister of the Russian Federation Chief of Staff of the Executive Office of the Russian 2011 2016 Executive Office of the Russian President President 2015 present PJSC Rostelecom Chairman of the Board of Directors Special Presidential Representative for Nature 2016 present Protection, the Environment and Transport 2017 present JSC RDIF Management Company Chairman of the Supervisory Board

6) Sergei B. Kalugin, Deputy Minister of Telecom and Mass Communications. Mr Kalugin was born in 1966. He graduated from Lomonosov Moscow State University, Department of Economics.

Period Organisation Position 2013 March 2017 PJSC Rostelecom President, Chairman of the Management Board 2013 present PJSC Rostelecom member of the Board of Directors 2013 2013 LLC Mobitel Chairman of the Board of Directors 2013 2014 CJSC NSS member of the Board of Directors 2013 2014 CJSC Baikalwestcom Chairman of the Board of Directors 2013 2014 CJSC Eniseytelecom 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 OJSC RTComm.RU member of the Board of Directors 2013 2014 CJSC AKOS Chairman of the Board of Directors 2014 2015 OJSC GIPROSVYAZ member of the Board of Directors 2014 2017 LLC T2 RTK Holding member of the Board of Directors member of the Board of Directors, Chairman of the 2015 2016 National Data Centres LLC Board of Directors member of the Board of Directors, Chairman of the 2015 2016 JSC RTComm.RU Board of Directors 2015 2017 JSC TsTV member of the Board of Directors 2016 present State Space Corporation ROSCOSMOS member of the Supervisory Board Ministry of Telecom and Mass Deputy Minister of Telecom and Mass April 2017 present Communications of the Russian Federation Communications

7) Mikhail E. Oseevsky, President, PJSC Rostelecom. Mr Oseevsky was born in 1960. In 1983, he graduated from Kalinin Leningrad Polytechnic Institute (degree in Electrical Engineering – Electrophysics). Doctor of Economics.

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Period Organisation Position December Ministry of Economic Development of the Deputy Minister of Economic Development of the June 2012 2011 Russian Federation Russian Federation Deputy President and Chairman of the Management August 2012 March 2017 Bank VTB (PJSC) Board August 2012 2017 VTB 24 (PJSC) member of the Supervisory Board September December OJSC Special Economic Zones Chairman of the Board of Directors 2014 2014 2015 2017 JSC Unified Electronic Market Place member of the Board of Directors 2015 2017 CJSC VTB Bank (Belarus) member of the Board of Directors 2015 2017 JSC VTB Bank (Georgia) member of the Supervisory Board 2015 2017 Subsidiary JSC VTB Bank (Kazakhstan) member of the Board of Directors 2015 2017 OJSC VTB Bank (Azerbaijan) member of the Supervisory Board March 2017 present PJSC Rostelecom President, Chairman of the Management Board June 2017 present PJSC Rostelecom member of the Board of Directors April 2017 present LLC T2 RTK Holding member of the Board of Directors September Autonomous Non-profit organisation Digital present member of the Supervisory Board 2017 Economy Public Organisation Russian Union of 2017 present member of the Management Board Industrialists and Entrepreneurs

8) 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 University under the Government of the Russian Federation) with a degree in Economics. Candidate of Economics (PhD).

Period Organisation Position 2009 2012 State Corporation Bank for Development Infrastructure Department Director, Deputy and Foreign Economic Affairs Chairman (Vnesheconombank) 2010 2014 OJSC Northern Caucasus Resorts member of the Board of Directors 2011 2015 PJSC RusHydro Chairman of the Board of Directors 2012 present CJSC Leader member of the Board of Directors 2012 2017 PJSC Sovcomflot member of the Board of Directors 2012 present State Corporation Bank for Development First Deputy Chairman of Vnesheconombank – and Foreign Economic Affairs member of the Management Board (Vnesheconombank) 2013 2016 JSC Zarubezhneft member of the Board of Directors 2014 present PJSC Rostelecom member of the Board of Directors 2015 present JSC AHML member of the Supervisory Board 2016 present PJSC ROSSETI member of the Board of Directors 2017 present PJSC Aeroflot Chairman of the Board of Directors 2017 present PJSC FGC UES member of the Board of Directors

9) Alexander A. Pchelintsev, Executive Vice President, Bank GPB (JSC). Mr Pchelintsev was born in 1970. Graduated from Irkutsk Institute of Economy and Plekhanov Russian Academy of Economics. Candidate of Economics (PhD).

Period Organisation Position 2006 2016 CJSC Gazprombank Asset Management General Director 2013 2014 Bank GPB (JSC) Vice President 2014 2017 Bank GPB (JSC) Executive Vice President 2006 2017 CJSC Gazprombank Asset Management member of the Board of Directors 2013 2014 OJSC Rostelecom member of the Board of Directors 2015 present PJSC Rostelecom member of the Board of Directors 2016 2017 Non-profit organisation Russian National member of the Board of Directors Association of Securities Market Participants (NAUFOR)

10) Vadim V. Semenov, Chairman of the Supervisory Board, State Company Russian Highways (Avtodor). Mr Semenov was born in Leningrad in 1965. In 1987, he graduated from Zhdanov Leningrad State University with a degree in Law.

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Period Organisation Position 2010 2014 OJSC MMTS-9 Chairman of the Board of Directors General Director, Chairman of the Management 2010 2013 OJSC Svyazinvest Board 2011 2013 OJSC Svyazinvest member of the Board of Directors 2011 2014 OJSC Central Telegraph Chairman of the Board of Directors 2010 2013 Telecom-Soyuz private pension fund Member of the Fund Board 2011 2014 OJSC Bashinformsvyaz member of the Board of Directors 2011 present PJSC Rostelecom member of the Board of Directors 2011 2014 OJSC GIPROSVYAZ Chairman of the Board of Directors 2012 2015 CJSC Echo of Moscow member of the Board of Directors State Company Russian Highways 2013 present Chairman of the Supervisory Board (Avtodor)

11) Aleksei A. Yakovitskiy, General Director, JSC VTB Capital. Mr Yakovitskiy was born in 1975. In 1997, he graduated from Lomonosov Moscow State University, Department of History, and in 1998 – from Nelson A. Rockefeller College of Public Affairs and Policy (Albany, USA).

Period Organisation Position General Director, Chairman of the Management 2009 present JSC VTB Capital Board General Director, Chairman of the Management 2011 present JSC VTB Capital Holding Board 2014 present JSC VTB Capital Holding member of the Board of Directors General Director, Chairman of the Management 2011 present VTB Capital IB Holding LLC Board 2013 present VTB Capital IB Holding LLC member of the Board of Directors VTB Capital Russia & CIS Fixed Income member of the Board of Directors 2014 present Fund Ltd 2014 present VTB Capital Russia & CIS Equity Fund Ltd member of the Board of Directors VTB Capital Investment Management Chairman of the Board of Directors 2014 2016 (Switzerland) S.A. 2016 present VTB Bank (Austria) AG Chairman of the Board of Directors 2012 present VTB Capital Trading Limited member of the Board of Directors 2017 present PJSC Rostelecom member of the Board of Directors 2017 present VTB Bank (Europe) SE member of the Supervisory Board None of the proposed candidates was subject to administrative prosecution for an offence committed in business operations, finance, taxes and fees or the securities market, or to criminal prosecution (has a criminal record) for an economic crime or crime against the state or the interests of public or local authorities, or held any office in governing bodies of commercial organisations at the time when any action for bankruptcy and/or any bankruptcy procedures provided for by the Russian laws on insolvency (bankruptcy) was initiated and/or instituted against such company. The following information regarding ownership of PJSC Rostelecom’s shares by candidates to the Board of Directors and transactions with such shares is available to Rostelecom: As on December 31, 2017 S. Kalugin owned no interest in the Charter Capital of PJSC Rostelecom. In 2017 S. Kalugin notified Rostelecom about making a deal involving the Company securities: 1. On June 30, 2017 S. Kalugin purchased 1,262,390 ordinary shares of PJSC Rostelecom. 2. On December 18, 2017 S. Kalugin sold 7,078,046 ordinary and и 6,804,052 preference shares of PJSC Rostelecom. According to the information contained in the register of holders of registered securities of PJSC Rostelecom, none of the other candidates to the Board of Directors or their family members has an interest in the Charter Capital of PJSC Rostelecom or performed any transactions with PJSC Rostelecom’s securities in 2017. PJSC Rostelecom has no information about the ownership by candidates to PJSC Rostelecom’s Board of Directors of PJSC Rostelecom’s shares or performance of transactions with PJSC Rostelecom’s securities via nominee shareholders. The number of candidates to the Board of Directors is eleven (11). Pursuant to paragraph 23.1 of the Charter, the Board of Directors comprises eleven (11) members. Voting on this item is cumulative. To comply with recommendations of the Corporate Governance Code approved by the Board of Directors of the Bank of

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Russia on 21 March 2014 (the “Code”), independent directors shall make up at least one third of elected Directors, i.e. there shall be at least four independent directors. Draft resolution of the Annual General Shareholders’ Meeting of PJSC Rostelecom: Elect the following persons to the Board of Directors of PJSC Rostelecom: 1. Ruben A. Aganbegyan; 2. Alexander A. Auzan; 3. Kirill A. Dmitriev; 4. Anton A. Zlatopolsky; 5. Sergei Ivanov; 6. Sergei B. Kalugin; 7. Mikhail E. Oseevsky; 8. Mikhail I. Poluboyarinov; 9. Alexander A. Pchelintsev; 10. Vadim V. Semenov; 11. Alexei A. Yakovitskiy.

Agenda item 7: Election of the Audit Commission of PJSC Rostelecom. Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. Proposals to nominate the following candidates to PJSC Rostelecom’s Audit Commission were submitted to PJSC Rostelecom’s Board of Directors within the timeframe specified by applicable laws of the Russian Federation and PJSC Rostelecom’s Charter:  By the Russian Federation acting through the Federal Agency for State Property Management owning 48.7% of PJSC Rostelecom’s voting shares as on the date the proposal was submitted: 1. Igor V. Belikov; 2. Valentina F. Veremyanina; 3. Anton P. Dmitriev; 4. Ilya I. Karpov; 5. Mikhail P. Krasnov; 6. Alexander S. Ponkin; 7. Anna V. Chizhikova. Consent of all the candidates to be nominated is available. Information available to Rostelecom on positions held by the nominated candidates in the last five years is presented below:

1) Igor V. Belikov, Director, Russian Institute of Directors. Mr Belikov was born in 1956. In 1980, he graduated from Voronezh State University (degree in History and English Language), in 1986 he completed post-graduate studies in the Institute for African Studies of the Russian Academy of Sciences, in 1996 – Advanced Training and New Qualifications Institute of Financial Academy under the Government of the Russian Federation (degree in Banking and Insurance, Securities Market). In 1998 he obtained a certificate of general audit from Ministry of Finance of the Russian Federation, in 2002 – a certificate of corporate governance at Schulich School of Business of York University (Toronto, Canada). Period Organisation Position 2002 present Russian Institute of Directors Director OJSC All-Russia Scientific Research member of the Board of Directors, Chairman of the 2010 2016 Institute for Certification (VNIIS) Board of Directors 2011 2016 OJSC VNIPIneft member of the Board of Directors 2012 2013 OJSC Russian Agricultural Bank member of the Audit Commission member of the Board of Directors, Chairman of the 2012 2015 OJSC Murmansk Sea Fishing Port Board of Directors 2012 present ПАО «Аэрофлот» member of the Audit Commission 2013 2015 OJSC Sevmorneftegeofizika member of the Board of Directors 2013 2015 OJSC AHML member of the Supervisory Board 2013 2016 OJSC Vnukovo Airport Chairman of the Board of Directors 2013 2016 Eurasia Drilling Company member of the Board of Directors Committee of Major Companies of the 2015 present member of the Committee Expert Advisory Council of Rosimuschestvo

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2016 2017 OJSC Inteltech member of the Board of Directors Expert Council for Corporate Governance of 2016 present member of the Expert Council Bank of Russia OJSC Scientific and Research Institute of 2016 present member of the Board of Directors Motor Transport JSC Scientific and Research Institute of 2017 present member of the Board of Directors Electronic Technology 2017 present JSC Head Special Design Bureau Projector member of the Board of Directors

2) Valentina F. Veremyanina, Deputy General Director for Legal Affairs and Corporate Governance, OJSC Severneftegazprom. Ms Veremyanina was born in 1966. In 1988, she graduated from Voronezh State University with a degree in Law. Period Organisation Position Executive Director – Director of the Corporate Governance and Legal Support Department, Director of the Corporate Governance and Legal 2006 2013 OJSC Svyazinvest Support Department, Deputy Director of the Corporate Governance and Legal Support Department. 2010 2013 OJSC Svyazinvest member of the Management Board 2011 2014 PJSC GIPROSVYAZ member of the Board of Directors 2011 2014 PJSC Central Telegraph member of the Board of Directors 2011 present PJSC Rostelecom member of the Audit Commission 2011 2014 OJSC ORK member of the Board of Directors 2012 2014 OJSC CHUKOTKASVIAZINFORM Chairman of the Board of Directors 2013 2014 PJSC Bashinformsvyaz member of the Board of Directors 2013 2017 PJSC Rostelecom Advisor Deputy General Director for Legal Affairs and 2014 present OJSC Severneftegazprom Corporate Governance

3) Anton P. Dmitriev, Division Assistant Officer, Department of the Ministry of Economic Development of the Russian Federation. Mr Dmitriev was born in 1982. In 2004, he graduated from Moscow Academy of Economics and Law with a degree in Finance and Credit, and in 2014 – from Kutafin Moscow State Law University with a degree in Law. Period Organisation Position Ministry of Economic Development of the Assistant Officer of the Major Organisation 2015 present Russian Federation Management Division 2012 2013 OJSC Russian Railways Logistics Specialist of the Corporate Governance Department 2013 2014 PolyEuroService LLC chief lawyer 2014 2016 Tooth Fairy LLC Deputy General Director for Legal Affairs Ministry of Economic Development of the Assistant Officer of Corporate Governance 2016 2017 Russian Federation Department Ministry of Economic Development of the 2017 present Head of Corporate Governance Department Russian Federation 2017 present PJSC Rostelecom member of the Audit Commission

4) Ilya I. Karpov, Deputy Head, Department of Property Relations and Privatisation of Major Organisations, Federal Agency for State Property Management. Mr Karpov was born in 1988. In 2011, he graduated Kutafin Moscow State Law University with a degree in Law. Period Organisation Position Chief Specialist-Expert, Division of Legal Due Federal Agency for State Property 2011 2013 Diligence of Property Management, Legal Management Department Chief Specialist-Expert, Division of Legal Due Federal Agency for State Property Diligence and Methodological Support of Property 2013 2014 Management Management, Legal Support and Judicial Protection Department Deputy Head, Division of Legal Due Diligence and Federal Agency for State Property 2014 2015 Methodological Support of Property Management, Management Legal Support and Judicial Protection Department Head of Division for Privatisation of Organisations in Federal Agency for State Property 2015 2016 Regulated Industries, Department of Property Management Relations and Privatisation of Major Organisations

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Federal Agency for State Property Deputy Head, Department of Property Relations and 2016 present Management Privatisation of Major Organisations 2016 present PJSC Rostelecom member of the Audit Commission Russian National Commercial Bank 2016 present member of the Audit Commission

2016 2016 OJSC VNIPIneft member of the Board of Directors 2016 2017 PJSC FGC UES member of the Audit Commission 2017 present PJSC Rosseti member of the Audit Commission

5) Mikhail P. Krasnov, Director, VERYSELL SA (Switzerland). Mr Krasnov was born in 1952. In 1975, he graduated from Lomonosov Moscow State University with a degree in Economic Geography; in 1979, he completed post-graduate studies in the Institute for the US and Canadian Studies of the Academy of Sciences of USSR; in 1981, he received a PhD in Economics; in 1987, he graduated from Moscow Aviation Institute, Special Department of Informatics; in 2013, he completed the Independent Director Programme at the High School of Public Audit of Lomonosov Moscow State University; in 2014, he completed the Chartered Director Programme at the Institute of Directors (IoD), UK. Period Organisation Position 2000 2017 Verysell S.A. Director member of the Strategy Committee of the Board of 2012 2014 OJSC Russian Venture Company Directors 2014 present OJSC Russian Venture Company member of the Advisory Board 2014 2015 OJSC Rosselkhozbank member of the Audit Commission 2014 2016 OJSC RAC MiG member of the Board of Directors 2014 present VTB Bank (PJSC) member of the Audit Commission 2015 present PJSC Rostelecom member of the Audit Commission 2016 present JSC VERYSELL ISA Chairman of the Supervisory Board

6) Alexander S. Ponkin, Director of the Department for Regulation of Radio Frequencies and Telecom Networks, Ministry of Telecom and Mass Communications of the Russian Federation. Mr Ponkin was born in 1976. In 1998 he graduated from Ordzhonikidze State University of Management with a degree in International Business Operations. Period Organisation Position 2011 2013 AIST Invest LLC Deputy General Director Director of the Infrastructure Projects Department, Ministry of Telecom and Mass 2013 2016 Deputy Director of the Infrastructure Projects Communications of the Russian Federation Department 2014 present PJSC Rostelecom member of the Audit Commission Ministry of Telecom and Mass Director of the Department for Regulation of Radio 2016 present Communications of the Russian Federation Frequencies and Telecom Networks

7) Anna V. Chizhikova, Assistant Officer of the Division of Transport and Communications Reforms, Department for State Tariff Regulation, Infrastructure Reforms and Energy Efficiency, Ministry of Economic Development of the Russian Federation. Mы Chizhikova was born in Kecskemet, Hungarian People's Republic in 1989. In 2010, she graduated from Moscow State University of Telecommunications and Informatics with a degree in Radio Engineering (digital cellular systems specialization). Period Organisation Position 2012 2013 Ministry of Economic Development of the Chief Specialist-Expert, Division of Transport and Russian Federation Communications Reforms, Department for State Tariff Regulation, Infrastructure Reforms and Energy Efficiency 2013 2014 Ministry of Economic Development of the Lead Advisor of the Division of State Regulation of Russian Federation Utilities Tariffs, Department for State Tariff Regulation, Infrastructure Reforms and Energy Efficiency 2014 2015 Ministry of Economic Development of the Deputy Head, Division of Transport and Russian Federation Communications Reforms, Department for State Tariff Regulation, Infrastructure Reforms and Energy Efficiency 2015 2017 Ministry of Economic Development of the Assistant Officer of the Division of Transport and Russian Federation Communications Reforms, Department for State Tariff Regulation, Infrastructure Reforms and Energy Efficiency 2015 2016 PJSC Rostelecom member of the Audit Commission 2017 present PJSC Rostelecom member of the Audit Commission

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The General Radio Frequency Centre 2010 2011 Engineer of the first category Federal State Unitary Enterprise Federal State Unitary Enterprise Radio 2011 2016 Leading Specialist Research and Development Institute Chief Specialist of the Division of Transport and Ministry of Economic Development of the Communications Reforms, Department for State 2016 2017 Russian Federation Tariff Regulation, Infrastructure Reforms and Energy Efficiency Leaning Consultant of the Division of Transport and Ministry of Economic Development of the Communications Reforms, Department for State 2017 2018 Russian Federation Tariff Regulation, Infrastructure Reforms and Energy Efficiency Assistant Officer of the Division of Transport and Ministry of Economic Development of the Communications Reforms, Department for State 2018 present Russian Federation Tariff Regulation, Infrastructure Reforms and Energy Efficiency None of the proposed candidates was subject to administrative prosecution for an offence committed in business operations, finance, taxes and fees or the securities market, or to criminal prosecution (has a criminal record) for an economic crime or crime against the state or the interests of public or local authorities, or held any office in governing bodies of commercial organisations at the time when any action for bankruptcy and/or any bankruptcy procedures provided for by the Russian laws on insolvency (bankruptcy) was initiated and/or instituted against such company. According to the information contained in the register of holders of registered securities of PJSC Rostelecom, none of the candidates to the Audit Commission (except for V.F. Veremyanina; relevant information provided below) or their family members has an interest in the Charter Capital of PJSC Rostelecom or performed any transactions with PJSC Rostelecom’s securities in 2017. PJSC Rostelecom has no information about the ownership by candidates to PJSC Rostelecom’s Audit Commission of PJSC Rostelecom’s shares or performance of transactions with PJSC Rostelecom’s securities via nominee shareholders. As at 31 December 2017, V.F. Veremyanina held a 0.0001482% interest in Charter Capital and owned 0.0001617% of PJSC Rostelecom’s ordinary shares. In 2017, V.F. Veremyanina did not notify PJSC Rostelecom of any transactions with PJSC Rostelecom’s securities. The number of candidates to the Audit Commission is seven (7). Pursuant to paragraph 28.2 of the Charter, the Audit Commission comprises seven (7) members. Draft resolution of the Annual General Shareholders’ Meeting of PJSC Rostelecom: Elect the following persons to the Audit Commission of PJSC Rostelecom: 1. Igor V. Belikov; 2. Valentina F. Veremyanina; 3. Anton P. Dmitriev; 4. Ilya I. Karpov; 5. Mikhail P. Krasnov; 6. Alexander S. Ponkin; 7. Anna V. Chizhikova.

Agenda item 8: Approval of the auditor of PJSC Rostelecom Pursuant to paragraph 1 of Article 47 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies, this agenda item is mandatory for consideration by the annual general shareholders’ meeting. Rostelecom held a public tender to award a contract for auditing Rostelecom’s accounting statements as at and for the year ended 31 December 2018 prepared in accordance with RAS; consolidated financial statements as at and for the year ended 31 December 2018 prepared in accordance with IFRS, in Russian and English pursuant to Federal Law No. 208-FZ dated 27 July 2010; general review of consolidated financial statements (balance sheet, statements of comprehensive income, cash flow, changes in equity) as at and for the periods ending 30 September 2018 and 31 March 2019; general review of condensed interim consolidated financial statements prepared in accordance with IFRS pursuant to IFRS 34 as at and for the six-month period ending 30 June 2019, in English and Russian.

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Information on the above procurement and draft contract proposed by Rostelecom are available on Rostelecom’s website at http://zakupki.gov.ru/epz/order/notice/ok44/view/common- info.html?regNumber=0673000000218000012. The procedures used for selecting independent auditors and ensuring their independence and objectivity are regulated by Federal Law No. 44-FZ dated 5 April 2013 On the Contract System in State and Municipal Procurement of Goods, Work and Services and Federal Law No. 307-FZ dated 30 December 2008 On Auditing Activities. Potential auditors are assessed against the following criteria:  contract price;  the auditor’s total revenues from audit and consulting services in 2014, 2015 and 2016 (RUB);  the auditor’s average annual headcount, in total for 2014, 2015 and 2016;  the number of auditors employed by the auditor;  the auditor’s experience in auditing consolidated IFRS reports of Russian groups of companies controlled by the state (with more than 50% of the charter capital owned by the state) for three consecutive years from 2014 through 2016, comparable with PJSC Rostelecom in terms of revenue (consolidated revenue according to IFRS statements) set at least RUB 150 billion;  the auditor’s experience of simultaneous audits in accordance with RAS, IFRS and/or US GAAP of companies with comparable revenue over three consecutive years from 2014 through 2016 (comparable companies). Revenue is determined according to each set of audited statements (in accordance with RAS or IFRS) and is set at least RUB 150 billion;  availability of the auditor’s specialised resources in the area of assessment, actuary assessments, IT, and internal audit. The analysis revealed no factors affecting independence of the above companies, including material interest linking the auditors or their officers with PJSC Rostelecom:  the auditors hold no interest in PJSC Rostelecom’s Charter Capital;  Rostelecom does not provide loans to the auditor;  there are no close business relations (such as the auditor’s involvement in the promotion of Rostelecom’s products (services), the auditor’s participation in joint business activities, etc.);  no Rostelecom’s officer simultaneously holds an office with any of the auditors. PJSC Rostelecom’s Board of Directors and Audit Committee examined the results of the analysis to select the candidate to be appointed PJSC Rostelecom’s auditor to audit its financial statements for 2H 2018 and 1H 2019, and, based on the proposals submitted by the audit firms in accordance with material criteria of the analysis, propose that the Annual General Shareholders’ Meeting on 2017 results approve Ernst & Young LLC as PJSC Rostelecom’s auditor for 2H 2018 and 1H 2019. Information on membership of the proposed auditor in self-regulatory organisations of auditors: Full name: Russian Union of Auditors (Association). Location: 8 bldg. 2 Petrovskiy Pereulok, building 3, Moscow, 107031, Russia. Additional Information: Ernst & Young LLC is included in the control copy of the register of auditors and audit organisations, main registration number: 11603050648. The proposed fee payable to Ernst & Young LLC for audit-related services: RUB 70,950,000, including RUB 10,822,881.36 of VAT (including any shipment and transportation expenses, customs duties, taxes and other mandatory payments required by applicable Russian laws). Ernst & Young LLC is not expected to provide non-audit services. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve Ernst & Young LLC as PJSC Rostelecom’s auditor for 2H 2018 and 1H 2019.

Agenda item 9: Payment of remuneration for performing duties as members of the Board of Directors to members of the Board of Directors who are not public officials in the amount established by PJSC Rostelecom’s internal documents. The item is put on the agenda following a proposal of the Board of Directors pursuant to the requirement of Article 64 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies to set remuneration and compensation payable to members of the Board of Directors by resolution of the General Shareholders’ Meeting.

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Draft resolution recommended by PJSC Rostelecom’s Board of Directors: 1. Pay annual remuneration to each member of PJSC Rostelecom’s Board of Directors who is not a public official or PJSC Rostelecom’s employee and who performed the duties of a member of the Board of Directors in the period from the General Shareholders’ Meeting on 2016 results and until the General Shareholders’ Meeting on 2017 results as follows: – up to RUB 4,000,000 for the performance of duties as a member of the Board of Directors; a coefficient of 1.5 is used to calculate the remuneration payable to the Chairman of the Board of Directors; – up to RUB 400,000 for the performance of duties as a member of the Audit Committee of the Board of Directors; a coefficient of 1.25 is used to calculate the remuneration payable to the Chairman of the Audit Committee of the Board of Directors; up to RUB 320,000 for the performance of duties as a member of the Strategy Committee, Nomination and Remuneration Committee, Corporate Governance Committee, and Investment Committee of the Board of Directors; a coefficient of 1.25 is used to calculate the remuneration payable to the chairmen of the above committees of the Board of Directors. 2. Reimburse members of the Board of Directors for expenses related to the performance of their duties as members of the Board of Directors in accordance with Regulations on the Board of Directors.

Agenda item 10: Payment of remuneration for performing duties as members of the Audit Commission to members of the Audit Commission who are not public officials in amount established by PJSC Rostelecom’s internal documents. The item is put on the agenda following a proposal of Rostelecom Board of Directors pursuant to the requirement of Article 85 of Federal Law No. 208-FZ dated 26 December 1995 On Joint-Stock Companies to set remuneration and compensation payable to members of the Audit Commission by resolution of the General Shareholders’ Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: 1. Pay annual remuneration to each member of PJSC Rostelecom’s Audit Commission who is not a public official or PJSC Rostelecom’s employee and who performed the duties of a member of the Audit Commission in the period from the General Shareholders’ Meeting on 2016 results and until the General Shareholders’ Meeting on 2017 results in the amount of RUB 800,000; a coefficient of 1.3 is used to calculate the remuneration payable to the Chairman of the Audit Commission, and a coefficient of 1.1 is used to calculate the remuneration payable to the Secretary of the Audit Commission; 2. Reimburse members of the Audit Commission for expenses related to the performance of their duties as members of the Audit Commission in accordance with Regulations on the Audit Commission.

Agenda item 11: Approval of version No. 18 of PJSC Rostelecom’s Charter. The item is put on the agenda following a proposal made by PJSC Rostelecom’s Board of Directors. Draft Charter of PJSC Rostelecom, version No. 18, is included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve version No. 18 of PJSC Rostelecom’s Charter.

Agenda item 12: Approval of version No. 10 of the Regulations on the General Shareholders’ Meeting of PJSC Rostelecom. The item is put on the agenda following a proposal made by PJSC Rostelecom’s Board of Directors. Draft Regulations on the General Shareholders’ Meeting of PJSC Rostelecom, version No. 10, are included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve version No. 10 of the Regulations on the General Shareholders’ Meeting of PJSC Rostelecom.

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Agenda item 13: Approval of version No. 16 of the Regulations on the Board of Directors of PJSC Rostelecom. The item is put on the agenda following a proposal made by PJSC Rostelecom’s Board of Directors. Draft Regulations on the Board of Directors of PJSC Rostelecom, version No. 16, are included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve version No. 16 of the Regulations on the Board of Directors of PJSC Rostelecom.

Agenda item 14: Approval of version No. 5 of the Regulations on the President of PJSC Rostelecom. The item is put on the agenda following a proposal made by PJSC Rostelecom’s Board of Directors. Draft Regulations on the President of PJSC Rostelecom, version No. 5, are included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve version No. 5 of the Regulations on the President of PJSC Rostelecom.

Agenda item 15: Approval of version No. 7 of the Regulations on the Management Board of PJSC Rostelecom. The item is put on the agenda following a proposal made by PJSC Rostelecom’s Board of Directors. Draft Regulations on the Management Board of PJSC Rostelecom, version No. 7, are included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve version No. 7 of the Regulations on the Management Board of PJSC Rostelecom.

Agenda item 16: Approval of version No. 5 of the Regulations on the Audit Commission of PJSC Rostelecom. The item is put on the agenda following a proposal made by PJSC Rostelecom’s Board of Directors. Draft Regulations on the Audit Commission of PJSC Rostelecom, version No. 5, are included in the set of materials for the Meeting. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: Approve version No. 5 of the Regulations on the Audit Commission of PJSC Rostelecom.

Agenda item 17: Membership of PJSC Rostelecom in the Internet of Things Association. Pursuant to paragraph 14.2.20 of PJSC Rostelecom’s Charter, membership in financial and industrial groups, associations and other alliances of commercial organisations is referred to the jurisdiction of the General Shareholders’ Meeting. Pursuant to paragraph 14.3 of PJSC Rostelecom’s Charter, the resolution on this issue shall be passed by the General Shareholders’ Meeting exclusively as proposed by the Board of Directors. The Internet of Things Association (IOTA) has been established as an open organization, ready to admit stakeholders working in various sectors of the Russian economy: mechanical engineering, energy, transport, extractive and processing industries and others. IOTA is a platform for multilateral interaction of industrial enterprises, suppliers of software and hardware solutions, integrators, operators, research organizations, development institutions and other participants. Membership in IOTA will provide to Rostelecom a number of opportunities, such as: development of new markets through launching to them of new high-margin products, influencing technological decision-making and the process of development of Industrial Internet standards, effective communication with regulators at all levels for effective decision-making, an opportunity to participate in elaboration of legal and regulatory framework of the industrial Internet through IOTA; exchange of opinions, ideas and technologies with the industry leaders, the scientific community, including international community; minimization of costs and risk management of the participant's company through the use of advanced technologies, as well as risk sharing

13 INFORMATION ON AGENDA ITEMS OF THE MEETING in the course of implementation of large-scale deep technology and capital intensive projects through consolidation of participants' resources, including financial resources. The main objectives of IOTA include:  studying foreign and accumulating domestic best practices as regards the Internet of things, Industrial Internet and extension of such practices;  participation in development of national and international standards as regards the Internet of things and Industrial Internet;  tailoring international standards in respect of the Industrial Internet to the Russian local contexts;  making arrangements for case studies and research work in various areas of IOTA activities;  preparation of methodological and regulatory documentation ensuring development and large-scale implementation of technologies and business models of the Internet of things and Industrial Internet;  Promotion of IOTA activities, holding public events. The cost of the entry fee and annual fee is 400,000 (four hundred thousand) rubles, VAT is not charged. Draft resolution recommended by PJSC Rostelecom’s Board of Directors: PJSC Rostelecom to become a member of the Internet of Things Association.

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