PJSC MegaFon: Resolutions taken by the EGM

Moscow, Russian Federation (21 September 2018) - Public Joint Stock Company "MegaFon" (LSE: MFON), a pan-Russian operator of digital solutions, ("MegaFon" or the "Company"), announces that MegaFon's Extraordinary General Shareholders' Meeting (EGM) at a meeting held by absentee voting on 19 September 2018 took the following resolutions:

To approve execution of the transaction for providing the Financing to MegaFon Finance LLC and/or another company, 100% of the authorized capital of which is owned, directly or indirectly, by the Company (the "Company's Subsidiary") in the form of a revolving loan agreement between the Company (the Lender) and MegaFon Finance LLC and/or another Company's Subsidiary (the Borrower), and/or making by the Company of a contribution to the property / authorized capital of MegaFon Finance LLC and/or another Company's Subsidiary or financing in any other way (the "Transaction") which is an interested party transaction related to the following major interrelated interested party transactions, approved by the EGM held on 17 August 2018 (resolutions taken by the EGM held on 17 August 2018 were announced at:
https://corp.megafon.com/investors/news/capital_market_releases/20180820-1322.html):

1. Revolving Loan Agreement between the Company (the Lender) and MegaFon Investments (Cyprus) Limited (the Borrower), and/or contributions of the Company to property and/or authorized capital of MegaFon Investments (Cyprus) Limited
2. Deed of Indemnity No. 2 replacing Deed of Indemnity No. 1 between the Company and Credit Suisse Securities (Europe) Limited and UBS Limited, and
3. other contracts and agreements, which may be required in pursuance of the said transactions.

It is intended that the proceeds from the financing will be applied for the acquisition by MegaFon Finance LLC and/or another MegaFon's subsidiary of the Company's issued and outstanding ordinary shares, of RUB 0.1 nominal value per share ("Ordinary Shares"), including Regulation S and Rule 144A Global Depositary Receipts, each representing one Ordinary Share of the Company, from MegaFon Investment (Cyprus) Limited. It is expected that following such acquisition MegaFon Investment (Cyprus) Limited will repay all or part of the loan provided to it by MegaFon from the proceeds received by it.
For More Information:
PJSC MegaFon            
 
Investors: Dmitry Kononov                             Tel: + 7 926 200 6490    dkononov@MegaFon.ru
Director for Investor Relations and M&A
 
Media: Alexander Boreyko                              Tel: + 7 925 708 9816    a.boreyko@MegaFon.ru
Director for Public 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 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: 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.
 
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