STATEMENT OF CONVOCATION OF EGM

Moscow, Russian Federation (06 November 2018) - Public Joint Stock Company "MegaFon" (MoEx: MFON), a pan-Russian operator of digital opportunities ("MegaFon" or the "Company"), announces that on 2 November 2018 the Board of Directors of MegaFon provided consent to interrelated major transactions - financing by the Company of its wholly-owned subsidiary MegaFon Finance LLC (the "Financing") and provision of a suretyship with respect to a bank guarantee that may be obtained by MegaFon Finance LLC, and resolved to convene an Extraordinary General Meeting of Shareholders ("EGM") on 6 December 2018 in the form of absentee voting to consent to the above interrelated major interested party transactions.
 

The EGM is called by the initiative of the Company's Board of Directors pursuant to its decision taken on 2 November 2018 in accordance with the approved procedure for preparation for and holding of the EGM set forth below.

13 November 2018 was approved as the record date for the purpose of compiling the list of persons entitled to participate in the EGM on the basis of information from the Company's register.

The proposed EGM agenda is as follows:

1. Granting consent to interrelated major interested party transactions.

As previously disclosed at: https://corp.megafon.com/investors/news/capital_market_releases/20181029-1701.html, on 16 October 2018 MegaFon Finance LLC acquired from MegaFon Investments (Cyprus) Limited, the Company's wholly-owned subsidiary, a total of 109,629,380 ordinary shares of the Company and 29,987,157 global depositary receipts representing such shares ("GDRs), representing accordingly 17.68% and 4.84% of MegaFon's share capital, which together with ordinary shares held by AF Telekom Holding LLC as its affiliate constitutes 74.00% and 4.84% of MegaFon's share capital, respectively.

If the GDRs currently held by MegaFon Finance LLC are cancelled and MegaFon Finance LLC receives the underlying ordinary shares, MegaFon Finance LLC, together with its affiliates, will acquire a number of ordinary shares, representing more than 75% of the total number of outstanding ordinary shares of MegaFon and in such case will be required to launch a mandatory tender offer for MegaFon's ordinary shares. No decision to proceed with the cancellation of the GDRs, which may result in the obligation to make a mandatory tender offer, has been taken and any such mandatory tender offer will be subject to receipt of all required corporate and governmental approvals. No assurance can be given as to whether these will be obtained and the timing for the receipt thereof or the GDR cancellation referred to above.

The Financing in the form of a revolver loan agreement for the period of up to 3 years, and/or the Company's contribution to the property / Charter capital of MegaFon Finance LLC, or financing through any other way up to the total amount of up to RUB 111.6 Bn, including any potential interest accrued on the principal amount of the loan and other chargers, and suretyship in the amount of up to RUB 90 Bn, should allow MegaFon Finance LLC to obtain a bank guarantee and otherwise to proceed with the acquisition of shares in the event it is required to make a mandatory tender offer for the ordinary shares of the Company.
 

In connection with the EGM, the following documents will be available to shareholders starting from 14 November 2018:

1. Notice on convocation of the EGM, including the procedures for distribution of information (materials); 

2. Extract from the Minutes of the meeting of the Board of Directors of the Company where the price of property (services) under the interrelated transactions was determined;

3. Voting ballot

The executed voting ballots shall be delivered to:

            ATTN: Independent Registrar Company JSC

            Address: 18 Stromynka Street, bldg. 5B, Moscow 107076, Russian Federation

            Deadline: 6 December 2018

In compliance with the applicable legislation, the disclosure of depositary receipts owners and other persons exercising rights to depositary receipts shall be required if voting.

The above information and materials are also be available on the Company's website at: http://corp.megafon.com/investors/shareholder_meetings/extraordinary_general_shareholde/#2018.

In addition, the information (materials) will be available upon request for examination at the Company's office: 41 Oruzheiny lane, 127006, Moscow, Russian Federation. Payment taken by the Company for such copies may not exceed the cost for their production.

Additional information on the procedures for holding Meetings of Shareholders is available on the Company's website at: http://corp.megafon.com/investors/shareholder_meetings/extraordinary_general_shareholde/#2018.
 

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For More Information:

Notes to Editors

MegaFon PJSC is a pan-Russian operator of digital opportunities, operating in all segments of the telecommunications markets in Russia, and in the Republics of Abkhazia, South Ossetia and Tajikistan. MegaFon is a recognized market leader in the provision of mobile data services, was the first operator in Russia to launch commercial operation of a third generation (3G) network and was the first operator in the world to launch commercial operation of an LTE-Advanced (4G) data network. MegaFon is traded on the Moscow Exchange under the symbol MFON. Additional information about MegaFon and the products and services provided by MegaFon can be found at: http://www.megafon.ru.

Cautionary Statement Regarding Forward Looking Statements

Some of the information in this document may contain or refer to projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "forecast", "intend", "will", "could", "may", or "might" the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions, and are based upon various assumptions which are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control. We may not achieve or accomplish these plans or predictions. The Company does not necessarily intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries in which the Company operates, as well as many other risks specifically related to the Company and its business and operations.