GDR Corporate Action Notice

This Corporate Action Notice is a summary of certain information contained in the Tender Offer Memorandum of even date herewith and should be read together with the Tender Offer Memorandum. If there is any conflict between this Corporate Action Notice and the Tender Offer Memorandum, the Tender Offer Memorandum shall prevail.

Corporate Action Notice to Holders of Rule 144A and Regulation S Global Depositary Receipts (“GDRs”) Representing Ordinary Shares of Public Joint Stock Company MegaFon, other than to the Offeror and certain major hareholders


Issuer: Public Joint Stock Company MegaFon
(“MegaFon” or the “Issuer”)
Offeror: MegaFon Investments (Cyprus) Limited
(“MICL” or the “Offeror”)
Securities:Regulation S GDRs
CUSIP: 58517T209
ISIN: US58517T2096
Common Code: 084894044

Rule 144A GDRs
CUSIP: 58517T100
ISIN: US58517T1007
Common Code: 084894150

Transaction Type:Tender Offer (the “Tender Offer”) by the Offeror to purchase for cash up to 128,950,036 of the issued and outstanding Ordinary shares of RUB 0.1 nominal value per share of MegaFon (the “Ordinary Shares and together with the GDRs, the “Securities” and each a “Security”, and the holders, individually or together, the “Securityholders” and each a “Securityholder”), including Regulation S and Rule 144A GDRs, each representing one Ordinary Share, representing all of the issued and outstanding Ordinary Shares and GDRs, other than Securities held by AF Telecom Holding LLC and its affiliates (“USM Holdings”) and ZAO Gazprombank-Asset Management and its affiliates (“Gazprombank Group” and together with USM Holdings, the “Major Shareholders”) and the Offeror, upon the terms and subject to the conditions set forth in the Tender Offer Memorandum and herein.
Ratio:1 Ordinary Share: 1 GDR
Commencement Date:The Tender Offer will commence on July 16, 2018
Expiration Time:5:00 P.M., Luxembourg/Brussels time (at 6:00 P.M. Moscow time, at 4:00 P.M. London time and at 11:00 A.M. New York time on August 22, 2018) (the “Expiration Time”), unless the Offeror in its sole discretion extends the period of the Tender Offer. Holders of GDRs (the “GDR Holders”) should note that the Clearing Systems (as defined below), their respective participants and the brokers or other securities intermediaries through which GDR Holders hold their GDRs, will establish their own cut-off dates and times for the tender of GDRs that will be earlier than the Expiration Time. GDR Holders wishing to participate in the Tender Offer are responsible for ascertaining the cut-off date and time that apply to them and for ensuring that valid and complete instructions to act are submitted to the security intermediary through which their GDRs are held in the Clearing System (as defined below) before the relevant cut-off date and time.
Purchase Price:US$ 9.75 per GDR (to be paid in U.S. dollars), subject to any fees, expenses, taxes (if withholding is required by applicable law) and other charges (the “Purchase Price”).
Payment Date of the Purchase Price:Within two Business Days after the Expiration Time, provided that the Tender Offer is not terminated prior to the Expiration Time and the conditions of the Tender Offer (as set out below in Section 2) are met, the Offeror will transfer the aggregate Purchase Price in U.S. dollars for the GDRs tendered and accepted in the Tender Offer to the GDR Tender Agent for onward distribution to the GDR Holders who have tendered in the Tender Offer and whose GDRs have been accepted for purchase in the Tender Offer. For purposes of this Notice, “Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open in Nicosia (Republic of Cyprus), London (England), Luxemburg, Brussels (Belgium), Moscow (Russian Federation) and New York (United States of America) for normal business.
Withdrawal Rights:There are no withdrawal rights in the Tender Offer; all tenders willbe irrevocable.
GDR Tender Agent: The Bank of New York Mellon.
Clearing Systems:Euroclear Bank S.A./N.V. (“Euroclear”), Clearstream Banking,société anonyme (“Clearstream”), or The Depository Trust Company (“DTC”), as the case may be (each a “relevant Clearing System”, and, collectively, the “Clearing Systems”).

The above dates and times may be subject, where applicable, to the right of the Offeror to amend or extend the Tender Offer at any time in its sole discretion or terminate the Tender Offer if certain conditions are not satisfied, including if the financing from MegaFon to MICL to fund the Purchase Price for the Securities tendered is not approved by the shareholders of MegaFon on or about August 17, 2018, or for any other reason prior to the Expiration Time in accordance with applicable laws and regulations.

For the purposes of this Notice, where a reference is made to GDRs that are “validly tendered” or other expressions having similar meaning, validly tendered GDRs shall also include defectively tendered GDRs with respect to which the Offeror has waived such defect.

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