OREANDA-NEWS. Open Joint Stock Company "MegaFon", a leading Russian telecommunications operator announces that the following resolutions were adopted at the Extraordinary General Meeting of the Shareholders ("EGM") held on 22 September 2014:
Approval of the Regulation on the Management Board of MegaFon (Version No.2)

Approval of a related party transaction: the Novation agreement between MegaFon OJSC and MegaFon Investments (Cyprus) Limited (the "Agreement"). Further details of the terms and conditions of the Agreement are available at: http://ir.megafon.com/ai/document/5398/file/Extract_from_Minutes_214_278__30.07.2014.pdf

Determination of the amount of remuneration and (or) compensation of expenses to the members of the Company's Board of Directors related to performance of their duties. The following resolutions were taken:

To define the following amount of remuneration and/or compensation of the independent Board members related to performance of their duties:

1.1. To fix the amount of the fee to independent Board members of the Company for their performance as the Company's independent Board member: 200 000 (Two hundred thousand) GBP, net of taxes, for the period from the date of the Annual General Shareholders Meeting till the date of the next Annual General Shareholders Meeting.

1.2. The fees to the independent Board members of the Company elected at the Annual General Shareholders Meeting shall be as follows:
50% of the fee shall be paid in two months after the independent Board member being elected to the Company's Board at the Annual General Shareholders Meeting;
50% of the fee shall be paid in six months after the independent Board member being elected to the Company's Board at the Annual General Shareholders Meeting.

1.3. The fees to the independent Board members who are elected at an extraordinary General Shareholders Meeting of the Company shall be paid on one of the following dates: (1) in two months after the date of the last Annual General Shareholders Meeting of the Company; (2) in six months after the date of the last Annual General Shareholders Meeting of the Company; (3) within 30 (Thirty) days after the independent Board member being elected to the Company's Board, if the independent Board member was elected to the Company's Board more than six months after the date of the last Annual General Shareholders Meeting of the Company.

1.4. If the Board member has been the independent Board member of the Company for less than six months, the fees payable to him/her shall be 100 000 (One hundred thousand) GBP, net of taxes.

1.5. In addition to the Board membership fee the independent Board members of the Company shall get full reimbursement of documented overhead expenses incurred in relation to the Company's Board meetings. Such overhead expenses shall be reimbursed against the original documents as presented by the independent Board members of the Company that meet the requirements of the Russian Federation statutory accounting.

1.6. The fees shall be paid after deduction of all applicable taxes of the Russian Federation.
To fix the amount of remuneration to the Company's non-independent Board members for their performance as the Company's Board member: 40 000 (Forty thousand) USD for the period from the date of the Annual General Shareholders Meeting till the date of the next Annual General Shareholders Meeting.

The said remuneration shall be payable to the Board member in proportion to the actual period of performance as the Board member and be determined as a product of the amount of the Board member's remuneration amount by the ratio of the actual period of the Board member's service and the period from the date of the Annual General Shareholders Meeting till the date of the next Annual General Shareholders Meeting of the Company. The actual period of the Board member's service shall be calculated in business days in compliance with the Russian Federation law.

The amount of remuneration shall be determined accurate till the second decimal place according to the mathematical rounding rules.

The remuneration shall be paid on or before July 25 each year after the next Annual General Shareholders meeting.

Remuneration shall be subject to deduction of all applicable taxes of the Russian Federation.

To fix the amount of remuneration to the Chairman of the Company's Board of Directors for performance as the Chairman of the Company's Board: 60 000 (Sixty thousand) USD for the period from the date of the Annual General Shareholders Meeting till the date of the next Annual General Shareholders Meeting.

The said remuneration shall be payable to the Chairman of the Company's Board in proportion to the actual period of performance as the Chairman of the Company's Board and be determined as a product of the amount of the Board Chairman's remuneration amount by the ratio of the actual period of the Board Chairman's service and the period from the date of the Annual General Shareholders Meeting till the date of the next Annual General Shareholders Meeting of the Company. The actual period of the Board Chairman's service shall be calculated in business days in compliance with the Russian Federation law.

The amount of remuneration shall be determined accurate till the second decimal place according to the
mathematical rounding rules.

The remuneration shall be paid on or before July 25 each year after the next Annual General Shareholders meeting.

Remuneration shall be subject to deduction of all applicable taxes of the Russian Federation.

Remuneration to residents of the Russian Federation shall be payable in Russian Rubles at the exchange rate of the Bank of Russia as at the date of payment. Remuneration to non-residents of the Russian Federation shall be payable in US Dollars.

It is defined that this resolution shall be valid for the period from the date of the Annual General Shareholders meeting of the Company on 30.06.2014, remains in force for indefinite term and shall become null and void, if the General Shareholders meeting of the Company adopts a new resolution that cancels this resolution.

To define the amount of remuneration to the Company's Board members as a result of the First Half of 2014:

6.1. To pay remuneration of 30 000 (Thirty thousand) USD to the Chairman of the Company's Board, Mr. Soldatenkov, for the period of service from 01.01.2014 till 30.06.2014.

6.2. To pay to the following non-independent Board members of the Company:
Messrs. Streshinsky and Karlberg - remuneration in the amount of 20 000 (Twenty thousand) USD, payable to each Board member for the period of service from 01.01.2014 till 30.06.2014.

Messrs. Kulikov and Luiga - remuneration in the amount of 12 136 (Twelve thousand one hundred thirty-six and 75/100) USD, payable to each Board member for the period of service from 17.03.2014 till 30.06.2014.

6.3. Actual payment of the remuneration to residents of the Russian Federation shall be made in Russian Rubles at the exchange rate of the Bank of Russia as at the payment date. Actual payment of remuneration to non-residents of the Russian Federation shall be made in US Dollars.

6.4. The fees shall be paid after deduction of all applicable taxes of the Russian Federation.