Megafon : Election of the Chairman of the Board and other organizational matters

1. To elect Mr. Vladimir Streshinsky as Chairman of the Board of Directors.
2. To re-constitute the following committees of the Company's Board of Directors:
   • Audit Committee;
   • Finance and Strategy Committee;
   • Remuneration and Nominations Committee
3. To elect Mr. Jan Erik Rudberg as Chairman, Mrs. Henriette Ohland Wendt and Mr. Nikolay Krylov as members of the Audit Committee.
4. To elect Mr. Vladimir Streshinsky as Chairman, Mr. Alexander Galitsky and Mr. Robert Wilhelm Andersson as members of the Finance and Strategy Committee.
5. To elect Lord Paul Myners as Chairman and Messrs. Streshinsky and Rudberg as members of the Remuneration and Nominations Committee
6. Based on the analysis of information provided by the Board members, it was established that pursuant to the Listing Rules of the Moscow Stock Exchange (Enclosure 4 and 4.1) Mr. Jan Rudberg has formal criteria of affiliation to the Company.

   In connection herewith, the Board of Directors has assessed the data presented by Mr. Rudberg, a Board member, in order to determine whether he complies with the independence criteria set forth by the Listing Rules of the Moscow Stock Exchange. The assessment has identified that Jan Erik Rudberg is not related to:

   • any significant shareholder of the Company;
   • any significant counterparty of the Company;
   • any competitor of MegaFon; and
   • the Government (the Russian Federation or any subject of the Russian Federation) or municipal entity.

   However, it was established that as of June 02, 2017 Mr. Jan Rudberg was related to MegaFon since he has been holding the position of Board member of MegaFon for over 7 years in total, but for less than 12 years.

   The Board of Directors of the Company reviewed the performance of Mr. Jan Rudberg as a Board member of the Company over the 2016-2017 period. The result of this review was the following:

   1) During the period Mr. Jan Erik Rudberg was actively involved in the activities of the Board of Directors. He actively participated in all of the Board meetings held (21 out of 21 meetings held in 2016, and 10 out of 10 meetings held in 2017). He also initiated the practice of holding working meetings between Board members and the Company's management on the most substantial issues relating to the Company's operations between the scheduled meetings of the Board of Directors.

   2) Mr. Rudberg was elected as Chairman of the Audit Committee, and he was a member of the Remuneration and Nomination Committee - and he participated actively in all meetings of the Audit Committee (6 out of 6 meetings held in 2016 and 5 out of 5 meetings held in 2017), and the Remuneration and Nomination Committee (2 out of 2 meetings held during his tenure in 2016 and 3 out of 3 meetings held in 2017 ). While not being a member of the Finance and Strategy Committee, he nevertheless participated in all face-to-face meetings of the Committee (4 out of 4 meetings held in 2016 and 3 out of 3 meetings held in 2017).

   Under Mr. Jan Erik Rudberg's leadership the Audit Committee reviewed a wide range of issues relating to the Company's performance and provided the Board of Directors with a number of material recommendations on issues that fell within the Board Committee's competence.

   In course of his activities as member of the Remuneration Committee Jan Rudberg provided significant input in the preparation of recommendations to the Board of Directors related to personnel appointments in the Company, as well as in the development of long-term and short-term incentive programs for the Company's top-management based on his personal and professional experience accumulated during his work in Europe and Russia.

   Resolutions approved by Mr. Jan Erik Rudberg in his capacity as Board member were not aimed at meeting interests of certain groups of shareholders, third parties or management, but only the interests of the Company itself in compliance with its development strategy, and they served the interests of all the shareholders.

   Mr. Rudberg possesses the following qualities:

   (1) deep multi-profile experience in the telecommunications market;

   (2) broad knowledge and skills in finance and accounting, risk management and internal controls, strategic management, and corporate governance and compliance systems;

   (3) an ability to critically assess commercial prospects and risks for projects where the Company is involved;

   (4) the initiative and desire to facilitate the Company's development in the long term.

Based on the information provided by Mr. Jan Erik Rudberg, as well as the review of his performance as a Board member on the Company in 2017, the Board of Directors came to the conclusion that his affiliation to the Company is in form only, based on his tenure as a Board member, and does not have any impact on his ability to form objective and independent opinions and judgments, nor on decisions made by him as a Board member.

In consideration of the foregoing, the Board of Directors made the decision to recognize Mr. Jan Erik Rudberg as an independent member of Board of Directors of the Company, notwithstanding the fact that, based on tenure, he is regarded as an affiliate of MegaFon.

To confirm that Mr. Alexander Galitsky, Mr. Nikolay Krylov and Lord Paul Myners are independent members of the Board of Directors.

For More Information:

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 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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