Capital and Securities

Shareholder capital structure

Authorized capital of MTS PJSC as of December 31, 2015 amounted to RUB 206,641,356.20

Placed and declared shares of MTS PJSC as of December 31, 2015

Shares’ categories
(types)
Quantity
(pcs.)
Nominal value of one share
(RUB)
Placed shares
  Ordinary shares 2 066 413 562 0,1
  Voting shares 2 066 413 562 0,1
  Preferred shares 0 0
Declared shares
  Ordinary shares 100 000 000 0,1
  Preferred shares 0 0

Shareholder capital structure of MTS PJSC as of December 31, 20151

Information about persons owning shares disposing of votes by shares being beneficiaries by shares of MTS PJSC
Number of ordinary shares Interest of authorised capital
JSFC Sistema OJSC2,3 1 063 335 886 51,46%
MGTS PJSC4 9 496 163 0,46%
MTS PJSC5 29 666 0,001
MOBILE TELESYSTEMS BERMUDA Ltd6 67 995 335 3,29%
Shares in free circulation7 925 556 512 44,79%
Total 2 066 413 562 100,00%

1 All ordinary registered voting shares at the disposal of MTS PJSC, in accordance with requirements of current legislation do not grant a voting right, are not counted during voting, dividends are not accrued for them.

2 The ownership interest of JSFC Sistema OJSC includes ownership interests of its following subsidiaries: LLC Sistema Telecom Assets (10.67% of shares of MTS PJSC) and Sistema Finance S.A. (10.00% of shares of PJSC MTS).

3 Vladimir Petrovitch Evtushenkov is a controlling person of JSFC Sistema JSC.

4 MGTS PJSC is a subsidiary of MTS PJSC.

5 Bought out by MTS PJSC from shareholders of MTS PJSC as part of the obligatory buy-out procedure due to reorganisation of MTS PJSC in the form of take-over of subsidiaries.

6 MOBILE TELESYSTEMS BERMUDA Ltd (subsidiary of MTS PJSC) is the owner of ADR for shares of MTS PJSC.

7 Includes 10.46% of shares of MTS PJSC and ADR for 34.33% of shares of MTS PJSC.

Information on the number of shareholders

Total number of persons registered in the shareholder register of the issuer as of the end of 4-th quarter of 2015: 89.

Total number of persons included in the list of persons compiled by the latter (as of 15.01.2016) having a right to exercise (implement) rights to shares of MTS PJSC and for compilation of which nominal issuer’s shareholders presented data on persons, for the benefit of whom they owned (own) shares of MTS PJSC: 20,323.

Events after a reporting date

During the 1st quarter of 2016 the shareholder capital structure of the Company was changed.

On March 17, 2016 — 67,995,335 ordinary shares in the form of 33,997,667 ADRs (3.29% of MTS authorised capital) which previously belonged to Mobile TeleSystems Bermuda Limited (100% MTS subsidiary) were transferred to a treasury account of MTS PJSC as part of asset distribution during liquidation of Mobile TeleSystems Bermuda Limited.

These shares were acquired on the market as part of the shares’ buy-back program starting from 2006.

On December 17, 2015 the Board of Directors of MTS PJSC adopted a resolution on liquidation of Mobile TeleSystems Bermuda Limited.

Acquired shares were transferred to the account of MTS PJSC and are treasury shares, for which, according to RF legislation, dividends are not paid.

For updated information about the shareholder capital structure visit the Company’s web site — http://www.company.mts.ru/comp/ir/shareholders/.

The management of MTS PJSC has no information about existing share ownership interests exceeding five percent of authorised capital of MTS PJSC apart from the above-mentioned.

Information about securities

Shares

Shares of MTS PJSC are circulated on the leading Russian platform — Moscow stock exchange (MOEX) and are listed on the New-York stock exchange. From October 3, 2003 shares of MTS PJSC were included in the list of non-listed securities of the Moscow Interbank Currency Exchange. In December 2003 shares of MTS PJSC were included in “B” quotation list at MICEX. Since October 2010 shares have been traded in “A1” quotation list. Since June 2014 shares of MTS PJSC have been traded at the 1st level of MICEX securities list.

At the New-York stock exchange MTS shares are listed in the form of American Depositary Receipts – ADR (ratio: 1 ADR to 2 shares).

The ordinary shares of MTS PJSC fixes for its owner (shareholder) a certain volume of property rights, including the right to participate in Company’s management, the right to obtain a portion of Company’s profits in the form of a dividend as well as the right to obtain a portion of property remained after Company’s liquidation.

The Company’s issued and placed shares are ordinary registered shares of the same par value.

Information about circulation of shares of MTS PJSC at stock exchanges
Trading Platform Name Issuer Code
NYSE, New-York MBT
MOEX, Moscow MTSS
Information about current lists and transaction prices:

Price and volume of shares of MTS PJSC (RUB), 2015

MICEX Price (RUB)
Minimum share price 174,70
Maximum share price 271,00
Average daily trade volume (pcs.) 2 720 659
Prices as of 31.12.2015 210,00

Price and volume of American depositary receipts of MTS PJSC (USD), 2015

NYSE Price (doll.)
Minimum share price 6,11
Maximum share price 12,77
Average daily trade volume (pcs.) 2 577 018
Prices as of 31.12.2015 6,18

American Depositary Receipts

On June 30, 2000 MTS was successfully allowed to issue American depositary receipts (ADR) of the 3rd level at the New York stock exchange (http://www.nyse.com/about/listed/mbt.html). MTS PJSC became the second company in Russia which implemented the ADR program of the highest level.

At present, Company’s ADRs are also traded at the London stock exchange, Frankfurt stock exchange, Berlin stock exchange and Munich stock exchange. The New York stock exchange accounts for main trade volumes.

On April 20, 2010 MTS PJSC informed about a change in the ratio between ADRs and company’s shares starting from May 3, 2010. As a result of such a change, the ratio of ADRs to ordinary shares was changed from 1:5 to 1:2. Thus, holders of MTS ADRs registered at the end of the work day of April 28, 2010 received additional 1.5 ADRs for every available ADR.

As of December 31, 2015 the total number of ADRs for ordinary registered share amounted to 388,698,253 ADR, which makes up 777,396,505 ordinary registered shares or 37.62% of company’s authorised capital.

A depositary under ADR program and shareholder of MTS PJSC is JP Morgan Chase Bank, N.A., to which a depositary account of depositary programs was opened.

Bonds

MTS PJSC is one of the largest issuers of corporate bonds in Russia. The Company uses funds from bonds’ placement for debt portfolio refinancing and implementation of the investment program.

The first issue of the bonded loan of MTS PJSC in roubles for RUB 10 billion took place in June 2008. In October 2008 MTS PJSC placed two more issues of bonds for RUB 10 billion. In May 2009 the issue of the bonded loan for RUB 15 billion took place, in July 2009 – another issue for RUB 15 billion. On November 16, 2010 MTS PJSC placed two issues of bonds for RUB 10 and 15 billion. Funds received from bonds’ placement were used for corporate goals, for optimisation of company’s debt portfolio and investment program implementation.

In April 2011 three issues of A, B, C series bonds were placed for the total amount of RUB 35,990,400 by means of conversion of registered interest-bearing book-entry inconvertible bonds of COMSTAR OJSC – United TeleSystems into registered interest-bearing book-entry inconvertible bonds of MTS PJSC.

On January 28, 2012 Eurobonds of Mobile TeleSystems Finance SA were repaid for USD 400 mln.

On April 3, 2013, the first issue of exchange-traded bonds in roubles of MTS PJSC was performed for RUB 10 billion with the circulation period of 10 years and offer within 5 years.

On May 30, 2013 dollar Eurobonds for USD 500 mln with repayment within 10 years were placed.

On October 17, 2013 bonds of 01 series for RUB 10 billion were repaid in full.

On May 13, 2014 bonds of 04 series for RUB 15 billion were repaid in full.

Bonds’ issues

Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Non-convertible interest-bearing certificated exchange-traded bonds in bearer form subject to mandatory deposit of 03 series
Coupon 1-4 coupon — 8.7%,
5-10 coupons — 8% per annum,
11 coupon — 7% per annum,
12-13 coupons – 7.5% per annum,
14-15 coupons — 12% per annum,
16-20 -10% per annum
Placement price 100%
Issue currency Ruble
Issue amount 10,000,000,000
Placement date June 24, 2008
Repayment date June 12, 2018
ISIN Reg No RU000A0JPTJ4
Offer
Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Non-convertible interest-bearing certificated exchange-traded bonds in bearer form subject to mandatory deposit of 05 series
Coupon 1-3 coupons — 14.25% per annum,
4-7 coupons — 8.75% per annum
Placement price 100%
Issue currency Ruble
Issue amount 15,000,000,000
Placement date July 28, 2009
Repayment date July 19, 2016
ISIN Reg No RU000A0JQ8Q9
Offer
Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Non-convertible interest-bearing certificated exchange-traded bonds in bearer form subject to mandatory deposit of 07 series
Coupon 1-14 coupons — 8.7% per annum
Placement price 100%
Issue currency Ruble
Issue amount 10,000,000,000
Placement date November 16, 2010
Repayment date November 07, 2017
ISIN Reg No RU000A0JR4H6
Offer
Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Non-convertible interest-bearing certificated exchange-traded bonds in bearer form subject to mandatory deposit of 08 series
Coupon 1-10 coupons — 8.15% per annum,
11-12 coupons – 10.75% per annum
Placement price 100%
Issue currency Ruble
Issue amount 15,000,000,000
Placement date November 16, 2010
Repayment date November 03, 2020
ISIN Reg No RU000A0JR4J2
Offer November 03, 2016
Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Exchange-traded Non-convertible interest-bearing certificated exchange-traded bonds in bearer form subject to mandatory deposit of BO-01 series
Coupon 1-10 coupons — 8.25% per annum,
11-20 coupons — 8.25% per annum
Placement price 100%
Issue currency Ruble
Issue amount 10,000,000,000
Placement date April 03, 2013
Repayment date March 23, 2023
ISIN Reg No RU000A0JTTA5
Offer March 28, 2018
Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Registered interest-bearing book-entry non-convertible bonds of “B” series
Coupon 8 % of the Bond’s par value for the entire circulation period.
Placement price 100%
Issue currency Ruble
Issue amount 11,998,800
Placement date 01.04.2011
Repayment date 21.08.2016
ISIN Reg No 4-10-04715-A
Offer
Issuer Mobile TeleSystems Public Joint-Stock Company
Security type Registered interest-bearing book-entry non-convertible bonds of “C” series
Coupon 5 % of the Bond’s par value for the entire circulation period.
Placement price 100%
Issue currency Ruble
Issue amount 12,000,000
Placement date 01.04.2011
Repayment date 28.06.2022
ISIN Reg No 4-11-04715-A
Offer
Issuer MTS International Funding Limited
Security type Eurobonds (144A/Reg S), guaranteed by the Company
Coupon 8.625% fixed, payment once in six months
Placement price 100%
Issue currency US dollar
Issue amount 750,000,000
Repayment date June 22, 2020
Issuer MTS International Funding Limited
Security type Notes (144A/Reg S), guaranteed by the Company
Coupon 5.00% fixed, payment once in six months
Placement price 100%
Issue currency US dollar
Issue amount 500,000,000
Repayment date May 30, 2023