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June 27, 2013

Rostelecom shareholders approve the merger of Svyazinvest and a number of subsidiaries as part of the Group’s reorganisation

Moscow, Russia – June 27, 2013 – Rostelecom OJSC (the “Group”) (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY), Russia’s national telecommunications operator, today announces that the Extraordinary General Meeting (“EGM”) of Rostelecom shareholders, held by proxy on June 26, 2013, approved the decision to reorganise the Company by merging Svyazinvest OJSC (“Svyazinvest”) and 20 other companies[1] which are either directly or indirectly fully owned by Rostelecom OJSC and/or Svyazinvest OJSC.

The number of shareholders who participated in the EGM comprised 61.6% of the total number of voting (ordinary and preferred) shares. 97.7% of participating shareholders voted in favour of the Company’s reorganisation.

Shareholders approved agreements that merge Svyazinvest and other affiliate companies1 with Rostelecom. As stipulated by the approved agreement that merges Svyazinvest and Rostelecom, 14.0547520661157 ordinary Svyazinvest shares were placed with a nominal value of RUB 1 each, and convert into one Rostelecom ordinary share which carry a nominal value of RUB 0.0025 each. This agreement also envisages the cancellation of the Rostelecom ordinary shares owned by Svyazinvest (Svyazinvest holds the 1,345,556,268 Rostelecom ordinary shares). The Russian Federation will own more than 50% of Rostelecom, as was laid out in the Presidential Decree, which initiated Rostelecom’s reorganisation[2].

Sergey Kalugin, President of Rostelecom, commented: “We are approaching the final step of the second stage of the Group’s reorganisation. In fact, we have passed the point of no return and all that is left to complete this stage are formal procedures relating to the mandatory buyout and on the legal reorganisation, when the merged companies will cease to exist as separate legal entities, and their assets and liabilities transfer to Rostelecom. The reorganisation will eliminate the cross-ownership between Rostelecom and Svyazinvest and put in place a more transparent and simplified shareholder structure for the Group. Furthermore, Rostelecom will obtain a number of interesting assets from Svyazinvest. These latest steps significantly boost the investment attractiveness of the merged company.”


[1]National Telecommunications OJSC, National Cable Networks OJSC, St. Petersburg Cable Television Company OJSC, ELKATEL CJSC, National Cable Networks – EuroAsia OJSC, Novosibirsk Antenna Cable Television Broadcasting CJSC, Teleset-Service CJSC, ELTELEKOR CJSC, Mosteleset OJSC, Mostelecom OJSC, TELESET CJSC, TELESET INVEST CJSC, TNPKO OJSC, Simbirsky Telecommunications Systems CJSC, Svyazinvest CJSC, Russian Telecommunications Network OJSC, Novgorod Datacom CJSC, Parma-Inform CJSC, ENTER CJSC and  Ingushelektrosvyaz OJSC.

[2]  Russian Presidential Decree No 340, dating 24.03.2012 ‘On the reorganisation of Rostelecom’.





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