Annual Report 2015



Shareholders’ Equity


MegaFon’s charter capital consists of 620,000,000 ordinary registered uncertified shares, each with a par value of RUB 0.1. 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 the state number 1-03-00822-J. The Government does not hold any shares in the Company.

In connection with its IPO held in November 2012 (see below), MegaFon created a global depositary receipt (GDR) programme under which ordinary shares may be converted into an equal number of GDRs. Each GDR represents 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.

As at 31 December 2015, MegaFon’s major shareholders were USM Group, which jointly held 56.32% of the Company’s charter capital, and TeliaSonera Group 1 , which held 25.17% of the Company’s charter capital.

The holdings of the major shareholders of MegaFon have not changed during the reporting year.


MegaFon shareholder structure as at 31 December 2015

Shareholder Holding, total Ordinary shares GDRs
USM Group 56.32% 53.66% 2.66%
TeliaSonera Group 25.17% 25.00% 0.17%
MegaFon Investments (Cyprus Limited) 3.92% 0.00% 3.92%
Free float 14.59% 0.72% 13.87%
Total 100.00% 79.39% 20.61%

Presence on the stock exchange and share price performance


shares on the Highest Quotation List of MOEX since 2014

In November 2012, MegaFon conducted an initial public offering (IPO) on the Moscow Exchange and London Stock Exchange. The offering price was US$ 20 per ordinary share / GDR. The total offering size was US$ 1.8 bn, including the exercise of an overallotment option. A total of 2,153,000 ordinary shares and 89,326,500 GDRs were sold in the offering. This implied a market capitalisation for MegaFon of US$ 11.2 bn on the listing date.

MegaFon’s GDRs are traded on the Main Market of the London Stock Exchange.

MegaFon’s ordinary shares are traded on the Moscow Exchange. They are included in the highest (Level I) Quotation List of the Moscow Exchange, which highlights the high standards of our corporate governance and consistently high liquidity of our shares. The Company’s ordinary shares were initially included in Quotation List C; on 19 August 2013, they were admitted to trading on Quotation List B; and since late April 2014, they traded on Quotation List A2.

Global Depositary Receipt
Exchange London Stock Exchange (LSE)
Market Main Market
Listing category Standard GDRs
Type of depository receipt 144A, Reg S
Admission to trading /
listing date
3 December 2012
Stock ticker symbol MFON LI
Conversion ratio 1 GDR represents 1 ordinary share
Index inclusion MSCI Russia,
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 0.10
Index inclusion MICEX Index,
Moscow Exchange Broad Market Index,
Moscow Exchange Telecoms Index

MegaFon shareholder structure as at 31 December 2015

MegaFon shareholder structure as at 31 December 2015

Average daily trading volume, US$ m 7.6
Average daily trading volume, shares traded 520,035
52-week high, US$ 19.0
52-week low, US$ 11.4
Period-end price, US$ 11.65
Period-end market capitalisation, US$ m 7,223
Average daily trading volume, RUB m 60.08
Average daily trading volume, shares traded 68,436
Average number of trades per day 894
52-week high, RUB 1,085
52-week low, RUB 725
Period-end price, RUB 850
Period-end market capitalisation, RUB bn 527

1  The name of TeliaSonera Group was changed to TeliaCompany Group. This change is valid from 18 April 2016.