Filing Details

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sistema PJSFC (formerly “Joint Stock Financial Corporation Sistema”)

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]

(b) [x]

Source of Funds (See Instructions)

WC

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Russian Federation

Sole Voting Power

1,006,458,371

Shared Voting Power

0

Sole Dispositive Power

1,006,458,371

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,006,458,371

Percent of Class Represented by Amount in Row (11)

50.66¹%

Type of Reporting Person (See Instructions)

HC

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Vladimir P. Evtushenkov

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]

(b) [x]

Source of Funds (See Instructions)

N/A

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Russian Federation

Sole Voting Power

1,006,458,371

Shared Voting Power

0

Sole Dispositive Power

1,006,458,371

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

1,006,458,371

Percent of Class Represented by Amount in Row (11)

50.66²%

Type of Reporting Person (See Instructions)

IN

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sistema Finance S.A.

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]

(b) [x]

Source of Funds (See Instructions)

N/A

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Luxembourg

Sole Voting Power

151,316,880

Shared Voting Power

0

Sole Dispositive Power

151,316,880

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

151,316,880

Percent of Class Represented by Amount in Row (11)

7.62³%

Type of Reporting Person (See Instructions)

CO

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

Sistema Telecom Assets LLC

Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]

(b) [x]

Source of Funds (See Instructions)

N/A

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

Citizenship or Place of Organization

Russian Federation

Sole Voting Power

220,467,234

Shared Voting Power

0

Sole Dispositive Power

220,467,234

Shared Dispositive Power

0

Aggregate Amount Beneficially Owned by Each Reporting Person

220,467,234

Percent of Class Represented by Amount in Row (11)

11.10⁴%

Type of Reporting Person (See Instructions)

CO

Item 4.

Purpose of Transaction

The description contained herein supplements Item 4 in the Schedule 13D and should be read in connection therewith:

On December 1, 2016, the Issuer announced the preliminary results of the Tender Offer. Based on the 1,510,414 Shares (including Shares represented by ADSs) the Offeror expects to purchase in the Tender Offer, Sistema expects to sell 1,550,495 Shares to the Offeror under the Stock Purchase Agreement for an aggregate purchase price of RUB 355,063,355 at the strike price of RUB 229.0 per Share. The number of Shares (including Shares represented by ADSs) expected to be purchased in the Tender Offer and under the Stock Purchase Agreement and the strike price are preliminary and subject to change and are based on the assumption that all Shares tendered will be delivered within the settlement period as set out in the Tender Offer. The final number of Shares (including Shares represented by ADSs) to be purchased in the Tender Offer, the final strike price per Share and the number of Shares expected to be purchased under the Stock Purchase Agreement will be announced by the Issuer following the expiration of the settlement period as described in the Tender Offer. The settlement of the purchase and sale under the Stock Purchase Agreement is subject to customary conditions and will occur no earlier than on the eleventh business day and no later than the twenty-first business day following the expiration of the Tender Offer.

Subject to the conditions mentioned herein and in the Schedule 13D, the Reporting Persons may acquire additional Shares or ADSs and/or sell or hold Shares or ADSs currently held. Any actions Sistema or the other Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price levels of the Shares or ADSs; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; and other future developments.

Except as set forth in this Amendment and the Schedule 13D, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

(a)(b) and (c) of Item 5 are hereby amended and restated as follows:

(a) (b) As of December 1, 2016, Sistema held 636,224,752 Shares directly. Following the settlement of the purchase and sale under the Stock Purchase Agreement, Sistema expects to hold 634,674,257 Shares directly, which represent 31.94% of the Shares outstanding based on the assumption that all Shares tendered will be delivered within the settlement period as set out in the Tender Offer (the “Outstanding Shares”). Sistema has sole voting and dispositive power with respect to the Shares it holds and will, following settlement of the purchase and sale under the Stock Purchase Agreement, hold of record.

As of December 1, 2016, Sistema Finance held 151,316,880 Shares (in the form of Shares and ADSs) directly, which represent 7.62% of the Outstanding Shares. Sistema Finance has sole voting and dispositive power with respect to the Shares and ADSs it holds of record. As the controlling shareholder of Sistema Finance, Sistema may be deemed to beneficially own any Shares or ADSs Sistema Finance holds of record.

As of December 1, 2016, STA held 220,467,234 Shares directly, which represent 11.10% of the Outstanding Shares. STA has sole voting and dispositive power with respect to the Shares it holds of record. As the sole shareholder of STA, Sistema may be deemed to beneficially own any Shares STA holds of record.

As of December 1, 2016, Mr. Evtushenkov did not hold any Shares directly. As the controlling shareholder of Sistema, Mr. Evtushenkov may be deemed to beneficially own any Shares Sistema holds directly or beneficially.

As of December 1, 2016, Mr. Andrey Dubovskov held 350,718 Shares directly, which represent 0.01765% of the Outstanding Shares, and options to purchase 316,354 Shares (which are exercisable in 2017, 2018 and 2019), which represent 0.01592% of the Outstanding Shares. Mr. Dubovskov has sole voting and dispositive power with respect to the Shares he holds of record and, upon exercise of his options, Mr. Dubovskov would have sole voting and dispositive power with respect to the Shares he would hold of record upon such exercise. Prior to the exercise of his options and receipt of such Shares, however, Mr. Dubovskov does not have the power to vote or direct the vote of the Shares subject to his options.

As of December 1, 2016, Mr. Vsevolod Rozanov held 72,792 Shares directly, which represent 0.00366% of the Outstanding Shares. Mr. Rozanov has sole voting and dispositive power with respect to the Shares he holds of record.

Except as set forth in this Item 5(a)-(b) of this Amendment, to the knowledge of the Reporting Persons, none of the persons set forth in Exhibit A held any Shares directly or has the right to vote or dispose of any Shares held by Sistema, Sistema Finance or STA as of December 1, 2016.

The Reporting Persons may be deemed to be a group in relation to their respective holdings of Shares. The Reporting Persons do not affirm the existence of a group.

Except as set forth in this Item 5(a)-(b) of this Amendment and the Schedule 13D, each of the persons named in this Item 5(a)-(b) of this Amendment and the Schedule 13D disclaims beneficial ownership of any Shares owned beneficially or of record by any other person named in this Item 5(a)-(b) of this Amendment and the Schedule 13D.

(c) Except as set in this Amendment and the Schedule 13D, none of the Reporting Persons nor, to the knowledge of the Reporting Persons, any person identified on Exhibit A, has effected any transaction in the Shares during the past 60 days.

Item 6 is hereby amended to add the following paragraph:

The information contained in Item 4 of this Amendment is incorporated herein by reference. On December 1, the Offeror sent a letter (the “Letter”) to Sistema confirming the purchase of 1,550,495 Shares from Sistema under the Stock Purchase Agreement for an aggregate purchase price of RUB 355,063,355 at the strike price of RUB 229.0 per Share. An English translation of the Letter is attached hereto as Exhibit B and incorporated herein by reference.

SISTEMA TELECOM ASSETS LLC

Exhibit B (99.2)