Capital and Securities

Table of Contents

Shareholder Capital

The authorized capital of MTS PJSC totals

RUB 199,838,157.50

and is divided into 1,998,381,575 ordinary shares with par value of RUB 0.1 each.

No preferred shares were placed.

Placed and Declared Shares of MTS PJSC as of December 31, 2024

Share categories (types)Quantity (pcs.)Par value per share (RUB)
Placed shares
Ordinary shares1,998,381,5750.1
Voting shares1,998,381,5750.1
Preferred shares00
Declared shares
Ordinary shares100,000,0000.1

Information about the Persons Owning Shares, Disposing of Votes by Shares, as Beneficiaries by Shares in MTS PJSC as of December 31, 2024

Number of ordinary sharesShare of authorized capital
Sistema PJSFC1841,019,56342.09%.
MGTS PJSC25,452,3270.27%.
MTS Ecosystem LLC2111,145,6645.56%.
Bastion LLC22,348,9470.12%.
MTS PJSC38,645,1911.93%.
Shares in free circulation999,769,88350.03%.
Total1,998,381,575100%.
Количество обыкновенных акцийДоля уставного капитала
ПАО АФК «Система»1841 019 56342,09%
ПАО МГТС25 452 327 0,27%
ООО «Экосистема МТС»2111 145 6645,56%
ООО «Бастион»22 348 9470,12%
ПАО «МТС»38 645 1911,93%
Акции в свободном обращении999 769 88350,03%
Итого1 998 381 575100%

1 Share of Sistema PJSFC also includes the share of its subsidiary Sistema Telecom Assets LLC (11.03% shares in MTS PJSC).

2 MGTS PJSC, Ecosystem MTS LLC (formerly Stream Digital LLC) and Bastion LLC are subsidiaries 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 Q4 2024: 1,093.

Total number of persons included in the list of those entitled to exercise (implement) their rights to shares in MTS PJSC compiled last (as of June 3, 2024) and for compilation of which nominal shareholders of the issuer presented data on the persons, to the benefit of whom they owned (own) the shares in MTS PJSC: 584,083.

The MTS PJSC management has no information about existing ownership percentage of shares exceeding 5% of the MTS PJSC authorized capital apart from the aforementioned.

For updated information about the shareholder capital structure visit the Company’s website

Information about securities

Shares

The shares in MTS PJSC are circulated on the leading Russian platform — Moscow Stock Exchange (MOEX: MTSS). The Company’s issued and placed shares are ordinary shares of the same par value.

An ordinary share in MTS PJSC secures for its owner (shareholder) a given amount of property rights, including the right to participate in the 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 the property left after the Company’s liquidation.

Previously, MTS ADRs were in circulation on the New York Stock Exchange. Federal Law No. 114-FZ dated April 16, 2022 obliged Russian companies to terminate their foreign depositary receipt programs, except for the cases when the company obtained permission to continue the program from the Government Commission for Control of Foreign Investments in the Russian Federation. In May 2022, MTS applied for permission to the Government Commission, which allowed MTS ADRs to continue circulation outside of Russia until July 12, 2022 inclusively. Against the background of the ADR program closure, MTS depositary receipts have been delisted from the New York Stock Exchange since August 8, 2022.

Information about the current quotation lists and transaction prices: https:// www.moex.com.

Price and volume of shares in MTS PJSC (RUB), 2024

MOEXPrice (RUB)
Minimum share price162.0
Maximum share price322.6
Average daily trade volume (mln units)4.3
Price as of December 31, 2024210.3

MTS PJSC Price and Capitalization Dynamics

Trading Platform: MOEX (Moscow), Issuer Code: MTSS

Dividends and Share Repurchase Program

Dividend Payments in 2024

In April 2024, the MTS Board of Directors approved a new dividend policy that will be in effect in 2024, 2025 and 2026. The MTS PJSC dividend policy provides for dividend payment in the amount of at least 35 rubles per ordinary share during the calendar year.

The new dividend policy stipulates dividend payment once a year with the possibility of changing the frequency of dividend payments during the calendar year upon the recommendation of the Board of Directors. The Board of Directors determines the amount of dividend payments, considering a number of factors, which include cash flows from business operations, capital expenditures and debt position.

In April 2024, the MTS Board of Directors recommended that the annual General Meeting of Shareholders approve the payment of dividends in the amount of 35 rubles per share or a total of 68.6 billion rubles1 based on the company’s 2023 financial results, in June 2024, the relevant decision was made by the shareholders. The date on which persons entitled to receive dividends for 2023 were determined was July 16, 2024.

1 The total calculated amount includes dividends on quasi-treasury shares held by MTS subsidiaries and may differ from the net annual cash flow for dividend payments stated in the Company’s financial reporting.

In accordance with the prevailing Russian legislation, ADR holders get the right to dividends payment only upon conversion of depositary receipts into ordinary shares in MTS PJSC. Under the Depository Agreement, the guaranteed period for converting ADRs into ordinary shares in MTS PJSC ended on January 12, 2023 (inclusively).

Dividends

BRUB

Total declared dividends

in 2024

See details on dividend payment on the MTS website

Bonds

MTS PJSC is one of the largest issuers of corporate bonds in Russia, regularly placing its bond issues on the debt market. The Company uses the funds from bond placement for debt portfolio refinancing and implementation of its investment program.

Issues/Redemptions of Bonds in 2024

RUB10 billionIssue of 001R-27 exchange-traded bonds with the circulation period of 1.5 years
RUB50 billionIssue of 002R-03 exchange-traded bonds with the circulation period of 3 years
RUB17 billionIssue of 002R-04 exchange-traded bonds with the circulation period of 3.5 years
RUB25 billionIssue of 002R-05 exchange-traded bonds with the circulation period of 3.5 years
RUB17 billionIssue of 002R-06 exchange-traded bonds with the circulation period of 4 years
38 мil. AEDIssue of KO-P02 exchange-traded bonds with the circulation period of 3 years
RUB5 billionIssue of Digital People’s Bonds with the circulation period of 3 years
RUB10 billionBonds of series 001R-07 were fully redeemed
RUB7.5 billionBonds of series 001R-09 were fully redeemed
RUB4.5 billionBonds of series 001R-18 were fully redeemed
RUB20 billionBonds of series 001R-22 were fully redeemed
RUB15 billionBonds of series 001R-23 were fully redeemed

Detailed information on previous bond issues can be found on the websites:
https://ir.mts.ru/en/investors/debt/bond
http://www.disclosure.ru/issuer/7740000076/

Issue of Bonds in 2024

IssuerMobile TeleSystems Public Joint Stock Company
Securities typeExchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 001R-27
Coupon1–6 coupons — 19.65% p.a.
Placement price100%
Issue currencyRuble
Issue amount10,000,000,000
Placement date14.10.2024
Redemption date13.04.2026
ISIN Reg NoRU000A109SK6
Offer
IssuerMobile TeleSystems Public Joint Stock Company
Securities typeExchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 002R-03
Coupon1–6 coupons: RDij = R + S, where R — value of the RUONIA rate for the 7th day preceding the Dij date, published on the official website of the Bank of Russia on the Internet; Dij — calendar date falling on the j-th day of the i-th coupon period, for which the income is calculated; S — spread, in percent per annum (S = 2%)
Placement price100%.
Issue currencyRuble
Issue amount50,000,000,000
Placement date20.12.2024
Redemption date17.12.2027
ISIN Reg NoRU000A10AF49
Offer
IssuerMobile TeleSystems Public Joint Stock Company
Securities typeExchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 002R-04
Coupon1–42 coupons — the arithmetic mean of RUONIA rates for the period starting 7 days before the start date and ending 7 days before the end date of the current coupon period + spread. Spread = 1.4%
Placement price100%
Issue currencyRuble
Issue amount17,000,000,000
Placement date28.03.2024
Redemption date23.09.2027
ISIN Reg NoRU000A1083U4
Offer
IssuerMobile TeleSystems Public Joint Stock Company
Securities typeExchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 002R-05
Coupon1–14 coupons: RDij = R + S, where R — value of the key rate of the Bank of Russia for the 7th day preceding the Dij date, published on the official website of the Bank of Russia on the Internet; Dij — calendar date falling on each (except the first) j-th day of the i-th coupon period, for which the income is calculated; S — spread, in percent per annum (S = 1.3%)
Placement price100%.
Issue currencyRuble
Issue amount25,000,000,000
Placement date28.03.2024
Redemption date23.09.2027
ISIN Reg NoRU000A1083W0
Offer
IssuerMobile TeleSystems Public Joint Stock Company
Securities typeExchange-traded bonds, interest-bearing, non-convertible, uncertificated, series 002R-06
Coupon1–16 coupons: RDij = R + S, where R — value of the key rate of the Bank of Russia for the 7th day preceding the Dij date, published on the official website of the Bank of Russia on the Internet; Dij — calendar date falling on each (except the first) j-th day of the i-th coupon period, for which the income is calculated; S — spread, in percent per annum (S = 1.3%)
Placement price100%
Issue currencyRuble
Issue amount17,000,000,000
Placement date25.07.2024
Redemption date20.07.2028
ISIN Reg NoRU000A109312
Offer
IssuerMobile TeleSystems Public Joint Stock Company
Securities typeCommercial bonds, uncertificated, series KO-P02, non-convertible interest-bearing
Coupon5.50%
Placement price100%
Issue currencyAED
Issue amount38,000,000
Placement date25.12.2024
Redemption date22.12.2027
ISIN Reg NoRU000A10AHF2
Offer
IssuerMobile TeleSystems Public Joint Stock Company
Securities typeInterest-bearing bonds, uncertificated, series 001-02
Coupon1–36 coupons: RDi = R + S, where RDi — the interest rate on each date Di, in percent per annum; R — value of the key rate of the Bank of Russia for the 7th day preceding the Di date, published on the official website of the Bank of Russia on the Internet; Di — calendar date of the i-th coupon period for which the income is calculated; S — spread, in percent per annum (S = 0%)
Placement price100%.
Issue currencyRuble
Issue amount5,000,000,000
Placement date26.08.2024
Redemption date11.08.2027
ISIN Reg NoRU000A109A00
Offer

Interaction with Shareholders and Investors

One of the key objectives of MTS is to maintain strong and trust-based relations with shareholders and investors, based on direct dialogue in accordance with prevailing legislation and best practices.

The Company has an efficient information disclosure system that complies with the requirements of listing rules on the Moscow Stock Exchange. Following the principle of general availability, the Company publishes notices of material events on various platforms, including the Russian Information Agency (news feed), as well as on its official website in Russian and in English. The “For Investors and Shareholders” section as well as the MTS website for investors includes internal corporate documents, annual reports, sustainability reports, materials for shareholder meetings, information on the registrar and auditor, information on dividend policy, financial reporting for IFRS and RAS, quarterly disclosures of MTS Group results in the form of a press release and presentation, instructions on the ADR program completion and conversion of depositary receipts into ordinary shares.

In 2024, the MTS IR team issued more than 20 press releases and blog posts, took part in conferences organized by investment banks, as well as analytical communities for retail investors.

Interaction with shareholders and investors is being improved constantly by the company’s management and investor relations team. The company analyzes the best practices of other organizations continually and monitors changes in legislation in the field of corporate governance.

If any questions related to MTS activities arise, investors may contact the services for interaction with shareholders and investor relations.

Contact Information for Investors and Shareholders

MTS PJSC Corporate Governance Department:

Phone: +7 (495) 911 6555.
Fax: +7 (495) 911 6569.
E-mail: shareholder@mts.ru

MTS PJSC Investor Relations and Capital Markets Center:

Phone: +7 (495) 223 2025.
E-mail: ir@mts.ru

Investor’s Calendar for 2025

The investor calendar is posted on the MTS website

Issues of Interest for Investors in 2024

Macroeconomic issues:

Industry-specific issues:

Interaction with retail investors

In December 2024, the company held a large online meeting with investors “MTS in the Long Run”, at which a new stage of business transformation was announced. More than 2,000 people watched the online broadcast.

Interaction with shareholders and investors is being improved constantly by the company’s management and investor relations team. The company analyzes the best practices of other organizations continually and monitors changes in legislation in the field of corporate governance.

The number of individual shareholders increased by 11.8% to 593.7 thousand people, the average shareholding of individual shareholders increased by 22% to 321.7 shares.

11.8%

an increase in the number of individual shareholders in 2024

22%

an increase in the average stake of individual shareholders in 2024

Dynamics of the number of individual shareholders

thousand

Dynamics of the average shareholding of individual shareholders
shares

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