MegaFon Finance

History

2019: End of the redemption of ordinary shares of MegaFon

The All-Russian operator of digital opportunities MegaFon announced on June 7, 2019 completion of the procedure of the redemption of Megafon Finance LLC (100 percent subsidiary of Megafon) of stocks of the operator according to the requirement about the redemption which came to Megafon on April 17, 2019. As a result of the redemption "Megafon Finance" acquired 4,966,749 ordinary shares of the company (about 0.8% of a total quantity) at the price of 659.26 rubles for one security. Thus, the total cost of a packet of the acquired shares was 3.27 billion rubles.

On March 15, 2019 "Megafon Finance" acquired 126,246,094 ordinary shares of Megafon (about 20.36% of the total number of placed shares of the company). As a result the number of the stocks of the operator owned "Megafon Finance" (in total with the actions belonging to its affiliates) reached nearly 99.2%. Thus "Megafon Finance" acquired the right to redeem shares from other shareholders of the company.

As a result of purchase the number of the securities owned Megafon Finance which remained 0.8% of stocks of Megafon was 29.68%, and in total with the actions belonging to its affiliates — 100% of ordinary shares of the operator.

2018: Obligatory offer on acquisition of issued securities

On December 27, 2018 MegaFon announced that after the prior notice of the Bank of Russia, the obligatory offer of Megafon Finance LLC on acquisition of issued securities (ordinary nominal uncertificated shares) of MegaFon in number of 131,212,843 pieces came to Society.

Purchase price of actions is 659 rub 26 kopeks for one ordinary share and is subject to payment in cash.

The term of adoption of the obligatory offer is 70 days from the moment of obtaining the obligatory offer by Society (i.e. from December 28, 2018 to March 07, 2019 inclusive).

According to provisions of the Join-stock companies law the obligatory offer is sent to shareholders – common shareholders of Society. Owners of the global depositary receipts certifying the rights concerning ordinary shares of Society (GDR) can take part in the obligatory offer after repayment belonging to them the GDR, obtaining the corresponding number of ordinary shares and the direction of the statement for security sale (ordinary shares) on the basis of the obligatory offer.

According to the Join-stock companies law adoption of the obligatory offer is the right, but not a duty of the shareholder. Shareholders need to make independently the decision on whether to sell the stocks owned by them on the basis of the obligatory offer and if yes, how many shares to sell. Before making decision on sale of shares on the basis of the obligatory offer shareholders of MegaFon should study attentively the contents and conditions of the obligatory offer and also contents of Articles 84.2 and 84.3 of the Join-stock companies law and other information concerning the obligatory offer which will be posted on the website of MegaFon. Shareholders of MegaFon are recommended to consult with the financial, tax and legal advisors.