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AGM Notice

AGM Notice

NOTICE OF ANNUAL GENERAL SHAREHOLDERS MEETING
PUBLIC JOINT-STOCK COMPANY “MegaFon”
Russian Federation, Moscow

Dear Shareholder,

Notice is hereby given that the Board of Directors (hereinafter, the “Board”) of Public Joint Stock Company “MegaFon” (hereinafter, “MegaFon” or the “Company”) has convened an Annual General Meeting of Shareholders (hereinafter, the “Meeting”), to be held in the form of joint presence to make decisions on the following items on the Agenda:

  1. Approval of 2014 Annual Report of the Company.
  2. Approval of 2014 Annual Accounting Statements, including Profit & Loss Statements (Profit & Loss Accounts) of the Company.
  3. Distribution of profit, including payment (declaration) of dividends, and losses of the Company based on 2014 Financial Year results, and also definition of the amount of dividends for shares, method and procedures for its payment.
  4. Election of the Board of Directors of the Company.
  5. Approval of the number of seats in the Management Board of the Company and election of the Management Board of the Company.
  6. Approval of the Company’s Auditor.
  7. Election of the Revision Commission of the Company.
  8. Approval of the Company’s Charter in the new version (Version No.4).
  9. Election of the Chief Executive Officer of the Company.
  10. Election of the Chief Operation Officer of the Company.

Date of the Annual General Shareholders Meeting: June 30, 2015.

Meeting venue: Russian Federation, 115035, Moscow, Kadashevskaya embankment, 30, Company’s Office.

Meeting time: 02.00 PM Moscow time on June 30, 2015.

Registration of the persons participating in the Annual General Shareholders Meeting shall start at: 01.00 PM Moscow time on June 30, 2015.

Address for returning of the executed voting ballots: 121108, Russian Federation, Moscow, Ivana Franko street, 8, Office of Computershare Register CJSC.

Registration of shareholders’ representatives shall be made by the Company’s Registrar exercising the functions of the Counting Commission of the Company.

The list of persons entitled to participate in the Annual General Shareholders Meeting of the Company was made on the basis of the Shareholders Register of the Company as of May 12, 2015.

Participant of the Annual General Shareholders Meeting of the Company must have his/her passport or any other personal identification document, and the shareholder’s representative must also have the powers of attorney for participation in the Annual General Shareholders Meeting and/or documents that confirm his/her right to act on behalf of the shareholder without the power of attorney.

Information/Materials for Meeting:

The Board of Directors of the Company has directed that the following information (materials) shall be made available to shareholders prior to the Meeting:

  1. Notice on convocation of the Annual General Shareholders Meeting, including the procedures for distribution of information (materials) to be submitted to the Shareholders during preparation for the Annual General Shareholders Meeting of the Company.
  2. Voting ballot for voting at the Annual General Shareholders Meeting of the Company.
  3. Annual Report of the Company for 2014.
  4. Report of the Revision Commission of the Company confirming the accuracy of information in the Company’s Annual Report as of 2014.
  5. Annual accounting statements of the Company, including the opinion of the Auditor of the Company for 2014.
  6. Assessment of the auditor opinion on the accounting (financial) statements of the Company for 2014 exercised by the Audit Committee of the Board of Directors of the Company.
  7. Recommendations by the Board regarding distribution of profit, including amount of annual dividend on shares, method and procedures for its payment, and losses distribution based on the results of 2014 financial year.
  8. Information on candidates nominated to the Board of Directors of the Company and information regarding availability or absence of written consents from the candidates nominated to the Board of Directors of the Company.
  9. Information on candidates nominated to the Management Board of the Company and information regarding availability or absence of written consents from the candidates nominated to the Management Board of the Company.
  10. Information on the candidate to the position of the Chief Executive Officer of the Company and information regarding availability of written consent from the candidate nominated to the position of the Chief Executive Officer.
  11. Information on the candidate to the position of the Chief Operation Officer of the Company and information regarding availability of written consent from the candidate nominated to the position of the Chief Operation Officer.
  12. Information on candidates nominated to the Revision Commission of the Company and information regarding availability or absence of written consents from the candidates nominated to the Revision Commission of the Company.
  13. Draft of the new version of the Company’s Charter (Version No.4).

The foregoing information (materials) will be available from May 29, 2015 on the Company’s website at: http://ir.megafon.com/general_shareholders_meetings/annual_general_shareholders_meet/2015/ and will also be available at the Meeting.

Also the information (materials) will be available upon request for examination at the Company’s offices listed above. The Company will provide copies of the materials to Shareholders at a cost not to exceed the actual cost of copying.

Additional information on the procedures for holding Meetings of Shareholders is available on the Company’s website at http://ir.megafon.com/general_shareholders_meetings/annual_general_shareholders_meet/2015/.

Corporate Secretary E.L. Breeva