Сancellation of ADR program

Russian Federal Law No. 114-FZ dated April 16, 2022, which came into force on April 27, 2022 (the “Delisting Law”), requires Russian companies to terminate their depositary receipt programmes unless granted an exemption by the Russian Government Commission on Monitoring Foreign Investment (the “Governmental Commission”). Following MTS PJSC’s (the “Company” or “MTS”) application for such exemption, the Governmental Commission decided that MTS may retain its Depositary Receipt Programme (the “Programme”) for the Company’s ordinary shares (the “shares”) until July 12, 2022 (inclusive). Accordingly, currently MTS’ shares’ trading outside of the Russian Federation in the form of depositary receipts (the “receipts” or “depositary receipts”) is stopped.

In light of the Governmental Commission’s decision, on June 9, 2022 MTS initiated the process for the termination of the Company’s Programme and the agreement pursuant to which the Programme has been operated, by sending a notice of termination to the Depositary bank. Upon receipt of such notice from MTS, the depositary bank under the Programme (the "Depositary bank") published an announcement on June 10, 2022 concerning the commencement of the Programme’s termination process.

Under the Programme, depositary receipts will be converted into shares at a ratio of 1:2 (1 depositary receipt evidences the right to 2 ordinary shares of MTS).

Under the terms of the agreement with the Depositary bank, the conversion of depositary receipts into MTS ordinary shares shall be completed within 6 months after July 12, 2022 (the date fixed for the Programme’s termination by the Depository Bank), i.e., by January 13, 2023. While the 6-month period has passed, the ADR cancellation books remained open until October 1, 2024.  

On 12 June 2024, US blocking sanctions were imposed on the National Settlement Depository (the “NSD”). The Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury issued General Licence No. 99A and General Licence No. 100A authorising certain transactions involving NSD until 12 October 2024. To comply with these authorisations, the Depositary Bank closed the ADR cancellation books on 1 October 2024.

Under the terms of the Programme, the Depositary bank will endeavor to sell the shares represented by the depositary receipts that have not been cancelled as a result of the conversion. The resulting funds shall be held for the benefit of the depositary receipt holders (in proportion to the rights of each such holder and without liability to accrue interest).

At present conversion of depositary receipts into MTS shares is not available. On 13 April 2026, the Depositary bank published on its website (https://adr.com/drprofile/607409109) announcement on the sale of the shares represented by the depositary receipts, as well as a notice to receipt holders that they must surrender their receipts for cancellation in order to receive payment in the form of a pro rata share of the proceeds from the Depositary bank’s liquidation sale of PJSC MTS ordinary shares underlying the depositary receipt program. PJSC MTS is not responsible for the terms of sale of PJSC MTS shares by the Depositary bank, the terms on which the Depositary bank distributes the proceeds from the liquidation sale of the shares underlying the depositary receipt program, or the outcome of the cancellation of the receipts.

Persons who have not converted/cancelled their depositary receipts must independently assess their risks.

For any questions regarding receiving compensation in the form of a pro rata share of the proceeds from the Depositary bank’s liquidation sale of PJSC MTS shares underlying the depositary receipt program, receipt holders should contact their broker and/or the depositary bank by email at jpm.adr.settlements@jpmorgan.com.