Annual report 2019 Providing opportunities Annual report 2019 Contents 4 Chairman’s Statement 8 Chief Executive’s Review 36 82 110 Strategic Report Sustainability Corporate 38 Market Overview 84 Our approach Governance, Securities, 14 to sustainability 42 Disital Strategy in Action and Risk Management About MegaFon 86 Stakeholder engagement 46 Business Model 112 Corporate Governance 20 Performance Highlights 97 Occupational health 48 Operational Results and safety 133 Securities 22 Providing Opportunities 78 Financial Performance 98 Social responsibility 137 Risk Management and Internal Control 26 Assets and resources and charity 32 Geography 106 Procurement 34 History 107 Ethics and human rights 35 Key Events 108 Anti-corruption 148 108 Our approach to environmental protection Financial Statements and Appendix 150 Consolidated Financial Statements 218 Material Topics and Materiality Matrix 220 GRI tables 223 Glossary 225 Contacts About this Report Preliminarily approved by the Board of Directors In this Report “MegaFon” or the “Company” of PJSC MegaFon on 6 May 2020. refer to PJSC MegaFon and its controlled entities, For more PJSC “MegaFon” refers to Public Joint-Stock information Read This Annual Report presents data from 1 January through Company “MegaFon”. please visit: Online Report at: 31 December 2019 and information about certain events https://corp.megafon.com ar2019.megafon.eng occurring in 2020. Immaterial discrepancies in totals and subtotals in the charts and tables of the Annual Report are This Annual Report has been prepared in accordance due to rounding. with the Global Reporting Initiative (GRI) Guidelines for reporting on sustainable development. For more information see Appendix: Material Topics and Materiality Matrix. 2 3 Annual report 2019 About MegaFon 14–35 Strategic report 36–81 Sustainability 82–109 Corporate governance, securities, and risk management 110–147 Financial statements and appendix 148–226 Chairman’s Statement In 2019, MegaFon continued its active transformation from a mobile operator to a provider of digital opportunities by maintaining its customer focus and driving towards a single digital ecosystem. This approach has already proved effective, as evidenced by our strong financial and operational performance in 2019. Tell us about the 2019 trends What was MegaFon’s performance in the Russian telecoms market. in 2019? In 2019, the Russian telecoms market grew by 2.1% to RUB In 2019, the Company posted an increase in revenue 1.73tn, decelerating from the elevated rates of the previous and robust growth in profitability. This strong performance two years. The market dynamics continue to be impacted was largely due to the continued implementation by two countervailing factors – increased competition of our Strategy, the launch of new initiatives, and further and the development of new digital services. During 2019, gains in operational efficiency. We expanded our portfolio Evgeny Bystrykh operators were faced with pricing pressures resulting of products for private consumers and corporate customers RUB tn from increased market concentration, higher penetration and continued to develop our infrastructure – base stations Chairman 1.73 of discounted converged products, the emergence of MVNO and backbone networks – while at the same preparing of the Board Russian telecoms players, and the reduced costs of providing data services. for 5G rollout. of Directors market in 2019 + 2.1% On the other hand, it became clear in 2019 that telecoms Building effective partnerships in online retail, y-o-y operators have completely ceased to be traditional the digital economy, the development of infrastructure, providers of communications services, as MegaFon the IoT and the roll-out of 5G has remained an important and other players are building their strategies around ingredient of MegaFon’s continued success. digital customers and their needs. In the race to develop On the e-commerce front, MegaFon in partnership digital ecosystems, operators are launching solutions with the Russian Direct Investment Fund (RDIF), Alibaba in fintech, OTT/VOD, the IoT and other areas to target Group and Mail.ru Group completed the establishment B2C clients, as well as offering integrated out-of-the box of the largest social commerce joint venture in Russia solutions for government and business digitalisation. and the CIS, integrating Russia’s key consumer internet and e-commerce platforms. Also in 2019, MegaFon and Cinia Oy, a Finnish infrastructure operator, agreed to construct a submarine fibre cable connecting Europe and Asia across the Arctic Ocean. We continued to improve the quality of communications and our network resilience, expanded our 4G coverage, and gradually prepared to launch 5G networks. Among other projects, we launched 5G pilot zones in Moscow and Saint Petersburg to showcase the capabilities of the new-generation networks. I would also like to note our enhanced cooperation with the Russian regions in building a digital future, with a number of key agreements being signed in 2019. 4 5 Annual report 2019 About MegaFon 14–35 Strategic report 36–81 Sustainability 82–109 Corporate governance, securities, and risk management 110–147 Financial statements and appendix 148–226 In 2019, MegaFon completed the buy-out of the remaining And finally, our third priority is ‘Government What does MegaFon expect from 2020? minority shareholders and has been fully delisted and Industry Digitalisation’. Our positive cooperation What are MegaFon’s future plans? from the Moscow Exchange since June. This allowed with the government and the Russian regions enables us to fully focus on our strategic goals and step up MegaFon to develop and deploy its future-proof digital The year ahead promises to be a challenging one the implementation of the Company’s digital strategy. solutions such as our ‘smart city’ offering, capable for the entire Russian economy, due primarily to the new This involves, among other things, fast-tracking of improving the life of people and the country’s economic coronavirus pandemic, as well as volatile energy prices experimental partnerships and agreements and channelling well-being. which have a major impact on the exchange rate our profits towards the development of digital technologies for the national currency. However, even in times of crisis, or the implementation of strategic projects, all of which As MegaFon went fully private last year, It is not telecommunications not only remains a critical industry may involve higher levels of risk. for the economy but also provides new opportunities did it affect your corporate governance an overstatement for growth as hundreds of thousands of people start in any way? to work from home and self-isolate. Tell us about MegaFon’s strategic to say we strive priorities. Despite been delisted from the London Stock Exchange to meet the needs Therefore, we expect the telecoms industry to continue and the Moscow Exchange, we seek to adhere to best its steady growth and development into 2020 as well. MegaFon’s current ‘Driving the Digital World’ strategy practices in corporate governance and transparency. of every single We in turn will continue to focus on meeting customer for 2017–2020 is aimed at transforming the Company We made no changes to our disclosure practices, individual customer, needs, developing infrastructure and rolling out new from a traditional telecoms operator to a provider of digital and continue publishing consolidated financial statements digital solutions. We will continue to develop digital opportunities and maintaining our industry leadership. including interim reports in accordance with IFRS, as well which has now projects in respect of the IoT, 5G networks, and artificial These ambitions fuel our drive to offer the best digital as announcing publicly our operating and financial results, intelligence through cooperative efforts with our partners solutions to our customers, develop infrastructure, upcoming General Meetings of Shareholders and other become possible from the public and commercial sectors. and effectively engage with businesses, the government, important information. due to advances society and educational institutions. To conclude, I would like to express my sincere After MegaFon’s transition from a public to a private in Big Data gratitude to all members of the Board of Directors, MegaFon’s key strategic priority during 2019 was its company the Board of Directors ceased to include technologies. Management Board and all employees of the Company ‘Happiest Customer’ vision, as we continued to develop the independent directors who were part of the Board for their engagement, loyalty and professionalism. our portfolio of products and services tailored to customer previously. Each of our current directors has extensive Each member of the MegaFon team makes a personal needs, improved our customer service and launched telecoms expertise, which enables us to effectively achieve contribution to our common goal of building a digital innovative retail store formats. It is not an overstatement the strategic goals we set ourselves. In 2019, we invited future, and I am confident that we have many more exciting to say we strive to meet the needs of every single individual Igor Ivanov and Anton Rybalkin from USM Group to join endeavours, achievements and successes ahead of us. customer, which has now become possible due to advances the Board. Their involvement with USM Group means in Big Data technologies. they have an excellent knowledge of