EQS-News: PJSC MegaFon: PJSC 'MegaFon' announces the obligation of Limited Liability Company 'MegaFon Finance' to purchase ordinary shares under the Mandatory Tender Offer

PJSC "MegaFon" announces the obligation of Limited Liability Company "MegaFon Finance" to purchase ordinary shares under the Mandatory Tender Offer

Moscow, Russian Federation (11 March 2019) - Public Joint Stock Company "MegaFon" (MoEx: MFON), a pan-Russian operator of digital opportunities ("MegaFon" or the "Company"), announces that earlier today the Company received a notice from "MegaFon Finance" LLC ("MegaFon Finance") on conclusion of the agreement providing an obligation for the latter to purchase for cash 126,246,094 issued and outstanding ordinary shares, of RUB 0.1 nominal value per share, of MegaFon ("Ordinary Shares") under the Mandatory Tender Offer.

Pursuant to the terms of the Mandatory Tender Offer, as previously announced at: https://corp.megafon.com/investors/news/capital_market_releases/20181227-1030.html, MegaFon Finance offered to purchase up to 131,212,843 Ordinary Shares, representing 21.16% of the issued and outstanding ordinary shares of the Company, at a purchase price of RUB 659.26 per one Ordinary Share. The period for acceptance of the Mandatory Tender Offer was 70 days from 28 December 2018 until 7 March 2019, inclusive.

As notified by MegaFon Finance, as of the close of business on 7 March 2019, 126,246,094 (One hundred twenty six million two hundred forty six thousand ninety four) Ordinary Shares had been tendered by the Company's shareholders for sale pursuant to the Mandatory Tender Offer, representing 20.36% of MegaFon's share capital. Accordingly, MegaFon Finance has made the agreement to purchase the aforesaid amount of Ordinary shares, subject to applicable settlement procedures set out in the Mandatory Tender Offer documentation, as reported at: https://corp.megafon.com/investors/stock_and_capital/mandatory_tender_offer/?int_campaign=320&int_b=1424.

For More Information:

PJSC "MegaFon"

Investors: Dmitry Kononov
Director for Investor Relations and M&A Tel: +7 926 200-64-90 dkononov@megafon.ru

Media: Artem Lebedev
Director for Corporate Communications Tel: +7 925 696-06-77 artem.lebedev@megafon.ru
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 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.

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.