IMPORTANT INFORMATION REGARDING THE MERGER OF MOBILE TELESYSTEMS OJSC (“MTS”) AND COMSTAR – UNITED TELESYSTEMS JSC (“COMSTAR”).
IMPORTANT: You must read the following before continuing. The following applies to the information following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the information set forth herein.
You have entered the website where MTS publishes or will publish certain announcements, information and materials relating to the proposed merger of MTS and Comstar (the “Merger”).
By accessing the information on this website, you confirm and will be deemed to have acknowledged and represented to and agreed with Comstar and MTS, that:
||MTS shares (“MTS Shares”) issued in exchange for Comstar shares in connection with the Merger have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, will be subject to restrictions on resale and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and of the securities laws of any state or other jurisdiction of the United States. The MTS Shares are being issued (1) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act and (2) within the United States only to qualified institutional investors (“QIBs”) (as defined in Rule 144A under the Securities Act) pursuant to an exemption from the registration requirements of the Securities Act provided by Section 4(2) thereunder;
||you are either:
||a QIB in the United States acting for its own account or for the account of another QIB for which it exercises sole investment discretion and has full power to make the representation, and is (or such other QIB is) an institution of a type to which the MTS Shares may be delivered in a transaction exempt from any registration or qualification requirements under the securities laws of the state, territory or possession of the United States in which it (or such other QIB) is located; or
||(a) not a U.S. person (as defined in Regulation S under the Securities Act) and is located outside of the United States and exercising its rights and/or receiving MTS Shares in an “offshore transaction” in accordance with Regulation S under the Securities Act, (b) not an affiliate of MTS or Comstar or acting on behalf of an affiliate of MTS or Comstar, (c) if located within a member state of the European Economic Area, a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) and any relevant implementing provisions, and (d) either located outside the United Kingdom or an investment professional within the meaning of Article 19(5) of the United Kingdom's Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or a person that falls within Article 49 of the Order;
||MTS and Comstar have relied and will rely upon the truth and accuracy of the acknowledgements and representations set forth herein;
||you will not reproduce any information furnished on this website, or make available or disclose that information (in whole or in part), to any other person;
||access to the website and its contents may be restricted under securities laws in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction) before you may access the information on the website. These materials are not directed at or accessible by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
||all persons who wish to view the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are resident or located in a country that renders the accessing of the website or parts thereof illegal, you should not view the website. It is not intended that the materials on the website be accessible by persons resident or located in any jurisdiction where to do so would constitute a violation of the relevant laws and/or regulations of such jurisdiction.
||it is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are in any doubt, you should not continue to seek to access the website. Neither MTS, Comstar nor any of their advisers assumes any responsibility for any violation by any person of any of these restrictions.
||nothing on the website constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities in any jurisdiction in which such offer or solicitation is unlawful.
||the information contained on the website is being made available by MTS in good faith and for informational purposes only and subject to the terms and conditions set out herein. The full terms and conditions of the Merger will be set out in the Accession Agreement. In considering the Merger, Comstar securityholders should rely only on the information contained in the Accession Agreement.
||the documents included on the website speak only at the specified date of the relevant document and MTS and Comstar have, and accept, no responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
||MTS and Comstar, and the persons acting in conjunction with MTS and Comstar, expressly exclude all liability for non-compliance with applicable laws and regulations by third parties.
The documents and information on this website contain certain forward-looking statements. Such statements may include, but are not limited to, statements about the benefits of the Merger, expected future earnings, revenues, cost savings, operations, business trends and other such statements that are not historical facts, which are or may be based on MTS’ plans, estimates and projections. These forward-looking statements involve risks and uncertainties, many of which are beyond the control of MTS, that could cause MTS’ actual results to differ materially from those indicated in any such forward-looking statements. Such statements can be identified, in particular, by terms such as “will”, “expects”, “believes”, “is of the opinion”, “attempts”, “estimates”, “intends”, “assumes”, “plans” and “endeavours” and similar expressions as they relate to MTS. Such statements are an expression of MTS' intentions, views or current expectations with regard to potential future events. They are subject to numerous risks and uncertainties which as a rule are not within MTS' sphere of control. Certain factors that could affect MTS' intentions, views or current expectations with regard to potential future events are discussed more fully in MTS' filings with the U.S. Securities and Exchange Commission, including but not limited to MTS' Annual Report on Form 20-F for 2009. It should be noted that the forward-looking statements contained herein may prove to be incorrect and future events and developments may differ materially from the forward-looking statements. MTS undertakes no obligation to publicly update or revise any forward looking statements whether as a result of new information, future events or otherwise, except as is required by law.
I hereby confirm that I am not resident or located in a jurisdiction that renders accessing the website or parts thereof illegal or in which an offer or solicitation of the kind referred to in paragraph H to me or a person I represent would be unlawful, and that I have read, understand, agree to and accept the terms of this legal notice as set forth above.
I confirm the foregoing and accept the terms and conditions set out above:
I AGREE I DISAGREE
MTS Announces the Results of the Extraordinary General Meeting of Shareholders
Moscow, Russian Federation – Mobile TeleSystems OJSC (“MTS” – NYSE: MBT), the leading telecommunications provider in Russia and the CIS, announces the decisions made at the Extraordinary General Meeting (“EGM”) of the Company’s shareholders on December 23, 2010.
The following resolutions were adopted at the EGM:
- Reorganization of MTS OJSC through the merger of COMSTAR-United TeleSystems Open Joint Stock Company, United TeleSystems Closed Joint Stock Company, Capital Closed Joint Stock Company, Communications Operator Closed Joint Stock Company, Mobile TeleSystems Closed Joint Stock Company, and COMSTAR-Direct Closed Joint Stock Company into MTS OJSC, and approval of the Accession Agreement;
- Reorganization of MTS OJSC through the merger of Dagtelecom Closed Joint Stock Company into MTS OJSC, and approval of the Accession Agreement;
- Reorganization of MTS OJSC through the merger of Eurotel Open Joint Stock Company into MTS OJSC, and approval of the Accession Agreement;
- Increase of the charter capital of MTS OJSC through the placement of 103,649,654 in additional MTS ordinary shares;
- Amendments and additions to the Charter of MTS OJSC.
The record date for the Company’s share- and ADR-holders entitled to participate in the EGM was November 3, 2010.
Materials that were prepared for the Company’s EGM are available at http://www.mtsgsm.com/information/corporate_governance/shareholders/merger_info/.
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For further information, please contact in Moscow:
Joshua B. Tulgan
Director, Investor Relations
Acting Director, Corporate Finance
Department of Investor Relations
Mobile TeleSystems OJSC
Tel: +7 495 223 2025
Learn more about MTS. Visit the official blog of the Investor Relations Department at www.mtsgsm.com/blog/