MEGAFON Annual Report 2016
BRINGING THE FUTURE CLOSER

Shareholders’ Equity

MegaFon’s charter capital totals RUB 62,000,000 consisting of 620 million ordinary registered uncertified shares with a par value of RUB 0.1 each. The Company is authorised to issue 100,000,000,000 additional ordinary shares. MegaFon has no preferred shares. All issues of ordinary registered uncertified shares have been combined into one issue with state number 1-03-00822-J. The Government does not hold any shares in the Company.

In 2012, MegaFon conducted an initial public offering (IPO) on the Moscow Exchange and the London Stock Exchange. As part of this public offering, the Company established its Global Depositary Receipt (GDR) programme under which MegaFon’s ordinary shares may be converted into an equal number of GDRs, with each GDR representing an interest in one ordinary share. Holders of GDRs have essentially the same rights as holders of ordinary shares in terms of participation in general shareholders meetings and receipt of dividends in accordance with the applicable laws of the Russian Federation.

As at 31 December 2016, MegaFon’s major shareholders were the USM Group of companies (56.32% interest) and TeliaCompany Group (25.17% interest). The holdings of the major shareholders of MegaFon have not changed during the reporting period.

As at 31 December 2016, the percentage of MegaFon’s ordinary shares and GDRs in free float was 14.59%, as in the previous year. In 2016, the percentage of ordinary shares in free float increased 2.2%. As a result of the volatility of the RUB/US$ exchange rate during 2016 and because of the fact that MegaFon pays dividends on ordinary shares in roubles, investors have become increasingly interested in holding the Company’s ordinary shares.

SHAREHOLDER STRUCTURE OF MEGAFON AS AT 31 DECEMBER 2016

SHAREHOLDER STRUCTURE OF MEGAFON AS AT 31 DECEMBER 2016

SHAREHOLDERS’ HOLDINGS IN MEGAFON AS AT 31 DECEMBER 2016

Shareholder Holding, total, % Ordinary shares, % GDRs, %
USM Group 56.32 56.32 0
Telia Company Group 25.17 25.00 0.17
MegaFon Investments (Cyprus) Limited 3.92 0.00 3.92
Free float 14.59 2.2 12.39
Total 100 83.52 16.48

Presence on Stock Exchanges

MegaFon’s GDRs are traded on the Main Market of the London Stock Exchange. MegaFon’s ordinary shares are listed on the Moscow Exchange. They are included in the highest (Level I) Quotation List of the Moscow Exchange. MegaFon’s GDRs are included in the FTSE Russia IOB Index and the Company’s ordinary shares are included in the MICEX Index, the Moscow Exchange Broad Market Index and the Moscow Exchange Telecoms Index.

TRADING SUMMARY OF MEGAFON'S GDRs

Exchange London Stock Exchange (LSE)
Market Main Market
Listing category Standard GDRs
Admission to trading /
listing date
3 December 2012
Stock ticker symbol MFON LI
Conversion ratio 1 GDR represents 1 ordinary share
Index inclusion FTSE Russia IOB

TRADING SUMMARY OF MEGAFON'S ORDINARY SHARES

Exchange Moscow Exchange
Listing level First Level Quotation List
Security type/category Ordinary share
Trading start date 28 November 2012
Stock ticker symbol MFON
Nominal value, RUB 0.1
Index inclusion MICEX Index, Moscow Exchange Broad Market Index, Moscow Exchange Telecoms Index

PERFORMANCE OF MEGAFON'S GDRS IN 2016, USD

PERFORMANCE OF MEGAFON'S GDRS IN 2016, USD

PERFORMANCE OF MEGAFON'S ORDINARY SHARES IN 2016, RUB

PERFORMANCE OF MEGAFON'S ORDINARY SHARES IN 2016, RUB

TRADING STATISTICS FOR MEGAFON’S GDRs ON THE LONDON STOCK EXCHANGE, 2016

Average daily trading volume, US$ m 8.0(1)
Average daily trading volume, shares traded 778,961(2)
52-week high, US$ 12.85
52-week low, US$ 8.30
Period-end price, US$ 9.45
Period-end market capitalisation, US$ m 5,859

TRADING STATISTICS FOR MEGAFON’S ORDINARY SHARES ON THE MOSCOW EXCHANGE, 2016

Average number of trades per day 157.2
Average daily trading volume, shares traded 236,059
Average number of trades per day 2,390
52-week high, RUB 884.0
52-week low, RUB 530.2
Period-end price, RUB 579.6
Period-end market capitalisation, RUB bn 359.4