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PJSC MegaFon   -  MFON   

Resolutions taken by the Board by absentee vtoing

Released 08:00 22-Dec-2017

RNS Number : 1900A
PJSC MegaFon
22 December 2017


Resolutions taken by the Board of Directors


Moscow, Russian Federation (22 December 2017) - Public Joint Stock Company "MegaFon" (LSE: MFON), a pan-Russian operator of digital solutions, ("MegaFon" or "the Company") announces that the Company's Board of Directors took the following actions at the meeting held by absentee voting earlier today:


1.   Approval and consent to settlement of the following related-party transactions:

a.    Surety Agreements to be made by MegaFon (as a surety) to secure obligations of the Company's subsidiaries (as debtors) to banks, customers and partner companies to the total amount of RUB 6.0 Bn.

b.    Revolver Loan Agreement between MegaFon (as a lender) and Scartel LLC (as a borrower), the Company's wholly owned subsidiary, to the total amount of RUB 18.3 Bn (including interest accrued on the principal amount of the loan).


c.    Frame Agreement between MegaFon and Scartel LLC, the Company's wholly owned subsidiary, to the total amount of RUB 11.6 Bn.


d.   Frame Agreement between MegaFon and First Tower Company LLC, the Company's wholly owned subsidiary, to the total amount of RUB 1.0 Bn.


e.    Frame Agreement between MegaFon and MegaLabs JSC, the Company's wholly owned subsidiary, to the total amount of RUB 11.1 Bn.


f.    Additional agreements to Frame Agreements made between MegaFon and its subsidiaries for rendering book-keeping, tax accounting, financial control and treasury services as well as HR records and management services, to the total amount of RUB 0.5 Bn.


g.   Approval of participation of MegaFon in AMALIOR HOLDINGS LIMITED, a company incorporated in the Republic of Cyprus with registered number HE 531501, principal office at: Poseidonos 1, Ledra Business Centre, Egkomi, 2406, Nicosia, Cyprus, by acquisition of a stake up to 70% AMALIOR HOLDINGS LIMITED shares from MGL MAIL.RU EQUITY LIMITED, a company incorporated in the Republic of Cyprus with registered number HE 31534, principal office at: Vashiotis Seafront, 28th October Street 365, Office 402, Neapoli 3107, Limassol, Cyprus.



2.   Approval of the Amendments No.1 to the Regulations on the North-West Branch of MegaFon.




- end -


For More Information:

PJSC MegaFon                       


Investors: Dmitry Kononov                                 Tel: + 7 926 200 6490       

Director for Investor Relations and M&A


Media: Yulia Dorokhina                                      Tel: + 7 926 200 6854       

Director for Public Relations



Notes to Editors

MegaFon PJSC is a leading Russian integrated telecommunication service provider, 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 and the London Stock Exchange under the symbol MFON. Additional information about MegaFon and the products and services provided by MegaFon can be found at:


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.


Statement Regarding Inside Information

Some of the information in this document may be inside information. The subject matter, the identity of the issuer, the identity of the persons making the notification and their titles, and the date and time of the notification are all as set forth above.





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Resolutions taken by the Board by absentee vtoing - RNS