Information on Agenda Items of the Meeting 1
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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: 2 INFORMATION ON AGENDA ITEMS OF THE MEETING 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.