6-K 1 a19-12212_16k.htm 6-K







Washington, D.C. 20549


Report of Foreign Issuer
June 27, 2019


Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934


Commission file number:  333-12032


Mobile TeleSystems PJSC

(Exact name of Registrant as specified in its charter)

Russian Federation

(Jurisdiction of incorporation or organization)


4, Marksistskaya Street
Moscow 109147
Russian Federation

(Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F   x   Form 40-F   o


Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes   o   No   x






MTS Announces Results of Annual General Meeting of Shareholders


June 27, 2019


MOSCOW, Russia — MTS (NYSE: MBT; MOEX: MTSS), Russia’s leading telecommunications and digital services provider, announces the decisions reached at the Company’s Annual General Meeting of Shareholders (the “AGM”) held in Moscow on June 27, 2019.


At the meeting, the following resolutions were adopted:


·                  To approve final annual dividends of RUB 19.98 per ordinary MTS share (RUB 39.96 per ADR), or in total RUB 39,927,310,941.78 based on the full-year 2018 financial results. The record date for the Company’s shareholders and ADR-holders entitled to receive dividends for the full year 2018 has been set for July 9, 2019. The dividend payment will be completed on or before August 13, 2019;


·                  To approve the Company’s Annual Report and Annual Financial Statements, including the Company’s Profit & Loss Statement, as well as the distribution of profits and losses of MTS PJSC based on FY2018 results (including payment of dividends);


·                  To elect the following persons to the MTS Board of Directors:


·                  Alexey Kornya, President and Chief Executive Officer, MTS,

·                  Alexey Katkov, Managing Partner, Sistema PJSFC,

·                  Antonios Antoniou, Independent Director,

·                  Artyom Zasursky, Vice President & Head of Strategy, Sistema PJSFC,

·                  Felix Evtushenkov, Deputy Chairman of the Board, Sistema PJSFC,

·                  Regina von Flemming, Independent Director,

·                  Thomas Holtrop, Independent Director,

·                  Valentin Yumashev, Independent Director, and

·                  Vsevolod Rozanov, Managing Partner, Sistema PJSFC.


·                  To elect members of the Company’s Revision Commission;


·                  To approve Deloitte & Touche CIS CJSC as MTS’s auditor;


·                  To approve the MTS Regulations on Shareholders’ Meetings as revised.


At a subsequent meeting of the Board of Directors, the Board took the following decisions:


·                  To elect Mr. Felix Evtushenkov as Chairman of the Board of Directors;




·                  To reappoint  Mr. Maxim Kalinin as Secretary of the Board of Directors;


·                  To confirm the status of Mr. Antonios Antoniou, Mrs. Regina von Flemming, Mr. Thomas Holtrop, and Mr. Valentin Yumashev as independent directors;


·                  To form the membership of the following committees under the Board of Directors: Remuneration and Nominations Committee, Audit Committee, Budget Committee, Corporate Governance Committee, Strategy Committee, and Special Compliance Committee; and


·                  To terminate the Special Committee established to assist the Board in executing the project to increase the Company’s share in MTS Bank.


* * *


For further information, please contact in Moscow:


Investor Relations Department

Mobile TeleSystems PJSC

Tel: +7 495 223 2025

E-mail: ir@mts.ru

Learn more about MTS. Visit the official blog of the Investor Relations Department at www.ir.mts.ru/ir-blog


* * *


Mobile TeleSystems PJSC (“MTS” - NYSE:MBT; MOEX:MTSS), the leading telecommunications group in Russia and the CIS, provides a range of mobile, fixed-line and digital services. We serve over 100 million mobile subscribers in Russia, Ukraine, Armenia, and Belarus, and about 9 million customers of fixed-line services, including fixed voice, broadband internet, and pay-TV. To keep pace with evolving customer demand, MTS is redefining what telecommunications services are by offering innovative products beyond its core network-related businesses in various tech segments, including Big Data, financial and banking services, internet of things, OTT, cloud computing, systems integration and e-commerce. We leverage our market-leading retail network as a platform for customer services and sales of devices and accessories. MTS maintains its leadership in the Russian mobile market in terms of revenue and profitability. MTS is majority-owned by Sistema PJSFC. Since 2000, MTS shares have been listed on the New York Stock Exchange and since 2003 - on the Moscow Exchange. For more information, please visit: www.ir.mts.ru.


* * *


Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of MTS, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. You can identify forward looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may” or “might,” and the negative of such terms or other similar expressions.  We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not undertake or intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. We refer you to the documents MTS files from time to time with the U.S. Securities and Exchange Commission, specifically the Company’s most recent Form 20-F. These documents contain and identify important factors, including those contained in the section captioned “Risk Factors” that could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, the severity and duration of current economic and financial conditions, including volatility in interest and




exchange rates, commodity and equity prices and the value of financial assets; the impact of Russian, U.S. and other foreign government programs to restore liquidity and stimulate national and global economies, our ability to maintain our current credit rating and the impact on our funding costs and competitive position if we do not do so, strategic actions, including acquisitions and dispositions and our success in integrating acquired businesses, potential fluctuations in quarterly results, our competitive environment, dependence on new service development and tariff structures, rapid technological and market change, acquisition strategy, risks associated with telecommunications infrastructure, governmental regulation of the telecommunications industries and other risks associated with operating in Russia and the CIS, volatility of stock price, financial risk management and future growth subject to risks.






Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.













/s/ Alexey Kornya




Alexey Kornya









Date:   June 27, 2019