MEGAFON FINANCE LLC CANCELLED THE GLOBAL DEPOSITARY RECEIPTS HELD BY IT AND SUBMITTED A MANDATORY TENDER OFFER TO ACQUIRE PJSC MEGAFON SHARES TO THE CENTRAL BANK OF RUSSIA FOR REVIEW

Moscow, Russian Federation (12 December 2018) - Public Joint Stock Company "MegaFon" (MoEx: MFON), a pan-Russian operator of digital opportunities ("MegaFon" or the "Company"), announces that MegaFon Finance LLC ("MegaFon Finance"), a wholly-owned subsidiary of MegaFon, cancelled the global depositary receipts representing ordinary shares of the Company ("GDRs") that were held by it and submitted a mandatory tender offer to acquire the Company's shares to the Central Bank of Russia for review.

On 10 December 2018, MegaFon Finance cancelled all GDRs held by it and received the respective number of the Company's ordinary shares. Upon the cancellation of the GDRs, MegaFon Finance became the owner of 139,616,537 ordinary shares of the Company, which, together with the shares held by its affiliates, constitutes 78.84% of MegaFon's share capital. MegaFon Finance has crossed over the 75% threshold and intends to make a mandatory tender offer to the shareholders of the Company to acquire the Company's shares held by them in accordance with the procedure and within the term set forth by the Federal Law "On Joint Stock Companies".

MegaFon Finance informed the Company that on 11 December 2018 it submitted the mandatory tender offer to the Central Bank of Russia for review and that it has obtained the required corporate and regulatory approvals for carrying out the mandatory tender offer to acquire ordinary shares of MegaFon.

For the purposes of the performance by MegaFon Finance of its obligations to make the mandatory tender offer, the Company entered into a suretyship agreement with Bank GPB (JSC) for the amount of up to RUB 90 billion to secure performance of MegaFon Finance's obligations under the agreement for the issuance of the bank guarantee.

As previously disclosed at: https://corp.megafon.com/investors/news/capital_market_releases/20181029-1701.html and http://corp.megafon.com/press/news/20181106-0932.html, on 16 October 2018 MegaFon Finance acquired 109,629,380 ordinary shares of the Company and 29,987,157 GDRs from MegaFon Investments (Cyprus) Limited, representing 17.68% and 4.84% of MegaFon's share capital respectively, which, together with ordinary shares held by its affiliate AF Telecom Holding LLC, then constituted 74.00% and 4.84% of MegaFon's share capital, respectively.

For More Information:

PJSC MegaFon
 

Investors: Dmitry Kononov +7 926 200 6490 dkononov@megafon.ru

Director for Investor Relations and M&A

Media: Artem Lebedev, +7 925 696 0677 artem.lebedev@megafon.ru

Head for Media Relations

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.