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Rostelecom

May 10, 2012

Consortium of Russian Institute of Directors (RID) and Expert Rating Agency (RA) confirms Rostelecom’s corporate governance rating of “8”

Moscow, Russia– May 10, 2012 – Rostelecom OJSC (MICEX - RTS: RTKM, RTKMP; OTCQX: ROSYY) (“the Company”), Russia’s national telecommunications operator, announces that a consortium of RID and Expert RA has confirmed the Company’s national corporate governance rating of “8”, which corresponds to “Developed Corporate Governance Practice” on the National Corporate Governance Scale (the “NCGS”).

During the monitoring period, which was from December 2010 to April 2012, the consortium noted the following positive changes to Rostelecom’s corporate governance:

-          At the 2011 Annual General Meeting (“AGM”), Rostelecom’s shareholders approved a new edition of Rostelecom’s Charter, as well as new editions of the bylaws for the Board of Directors, the Management Board and the President of Rostelecom. Changes were made to the procedure for determining the remuneration of the members of the Board of Directors, the competence of the executive management bodies and the responsibilities of the Corporate Secretary.

-          Rostelecom declared dividend payments twice in respect of 2010 – as at the end of 9 months, and at the end of 12 months. Dividends were almost paid in full[1]within 60 days, compared to 120 days in previous years.

-          The Board of Directors now includes Independent Directors.

-          In 2011, the Company approved a revision to the Company’s dividend policy. According to the new policy, the Company intends to pay not less than 20% of its net profit, as determined in accordance with International Financial Reporting Standards (“IFRS”), which is considered a positive development in relation to the NCGS.

-          In 2011, Rostelecom issued additional shares as part of the conversion of the shares of its consolidated subsidiaries. No violation of shareholders’ rights was noted during the process.

-          In 2011, in accordance with the requirements of Russian legislation, the Company approved a Regulation on access to insider information, confidentiality rules and control over compliance with the Federal Law on Insider Information, and also set out its definition of insider information.  

[1]Changes in shareholder accounts and contact details meant that some dividend payments were returned to Rostelecom as they could not be processed until after

 

 

 

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