Corporate presentation September 2007
Corporate presentation September Comstar at a Glance The leading combined fixed-line telecommunications company in Moscow - MGTS incumbent & Moscow AltNet with >5 million active lines & > 11,000 km fiber-optic network Owner of “last mile” access to 3.6 million Moscow households & 98% market share - Last mile is not unbundled and > 90% ADSL compatible Number 1 residential broadband provider in Moscow - > 426k subscribers & 33% market share Integrated operator providing full spectrum of fixed-line services - local, long distance through sister company MTT, broadband Internet, WiFi, WiMax, VPN etc Owner of 25% + 1 share in state-owned Svyazinvest national fixed line incumbent - Financial investment with upside as strategic player in privatization process Regional expansion - Focus on priority regions with expansion through selective M&A & cooperation with Sistema companies
Corporate presentation September Combined Telecom Operator 52% ownership Broadband Moscow 100% subsidiary Fixed Line Moscow Regions & International 56% economic interest Moscow City telephone (MGTS) Svyazinvest 25% +1 share 100% subsidiaries ILEC Moscow fixed line incumbent 4.3 million active lines Provider of basic services to mass market CLEC 0.6 mln active lines Provider of multi-service solutions to corporate & developers CLEC #1 broadband provider in Moscow with 33% market share 426,400 residential subscribers 23% double-play penetration (data & pay-TV) CLEC 92,000 subscribers Provider of voice services to corporate & developers STATE HOLDING 7 ILECs, Rostelecom, Central Telegraph 32 million installed lines covering 90% of Russia Multiregional Transit Telecom 50% owned by Sistema ILD/DLD OPERATOR Owner and operator of a digital multi- service national- scale network whose nodes are installed in all 88 subjects of RF Cooperation with Comstar- UTS: DLD/ILD services to Comstar-UTS clients Comstar-UTS Sister companies Mobile Tele- Systems MOBILE OPERATOR The largest mobile operator in Russia and the CIS Cooperation with Comstar- UTS: joint use of network infrastructure, convergent projects, joint sales efforts 52.8% owned by Sistema
Corporate presentation September Proven Track Record Revenues , * CAGR = 26% CAGR = 23% MGTS Alternative operators Inter-company eliminations * Excluding US$ 62.1 million non-recurring stock bonus awards OIBDA By 2011 revenue growth will be driven by the development of broadband fixed-line services to residential and corporate users
Corporate presentation September Markets with Still Low Penetration Levels Fixed Voice Penetration (2006) Broadband Penetration (2006) PC Penetration (2006) Source: Company data, Pyramid Research, stats agencies, Direct INFO Note: Penetration in all charts calculated as % of households Internet Penetration (2006)
Corporate presentation September Strategic Objectives “Creating a World Class Integrated Full Service Telecommunications Provider & the Pan-Russian Wire-line Champion” ●Leveraging incumbent infrastructure & unique last mile access through network upgrade & co-marketing ●Increasing broadband market share & ARPU through subscriber acquisition & expanded service offering ●Driving regional and CIS expansion through cooperation and acquisition ●Unlocking operational potential by enhancing efficiency levels through integration, restructuring & extracting synergies ●Simplifying structure by streamlining management & eliminating cross holdings & minority interests ●Capitalising on Svyazinvest stake as a financial investment and through participation in privatization
Corporate presentation September Leveraging Incumbent Infrastructure & ‘Last Mile’ Access June 30, 2007 Time-based tariff plan (RU RU 0.28 per minute) 26% Combined tariff plan (RU 229 for 370 minutes then RU 0.23 per minute) 22% Unlimited time tariff plan (RU 380 per month) 52% Growth in Regulated Tariffs (US$) MGTS IS the infrastructure provider: network development & modernization network support Management by processes Strategic activities will be transferred to Comstar Significant headcount reduction Growing number of lines per employee and productivity Control over the split of subscriber base between three tariff plans- client oriented approach Refocused investment program Selective modernization of the last mile (FTTx) will lead to increased speeds for premium clients and increased capacity Digitalization: 45% of lines are digital at the end of the 1H transition to Next Generation Network, financed by disposal of freed up real estate, is a technological necessity, will decrease opex & capex per line
Corporate presentation September Moscow’s Leading Alternative Network Solution Provider for Corporate Clients Services to large and medium-sized clients Individual approach Introduction of standards for VIP clients Addition of long-distance services to provide full-scale of integrated services VPNs for clients with regional branches Cross sell of Comstar-Moscow services to MGTS corporate client special tariffs Services to Small and Medium Enterprizes Bundled products Development of sales channels Active promotion Services to developers Multi-service solutions for business-centers Segmentation of client base (Comstar- Moscow- premium & business segment, MGTS & Comstar-Direct- low segment, large- scale development Moscow Corporate Market, 2006 (US$) Bundle of services, coordination of tariff policy and marketing initiatives will lead to an increase in ARPU & client base, decrease in churn outside the Group Source: Direct INFO, in terms of sales
Corporate presentation September Increasing Broadband Market Share & ARPU #1 provider with 33% market share in Moscow Objective of >50% market share in Moscow by 2011 > 90% of MGTS lines are ADSL compatible 42% year on year growth in customer base 23% double play penetration Measures to boost broadband net adds Enhancing sales channels: Optimization of sales channels Direct marketing/sales to MGTS subscribers Investing into future development: ‘Fibre to the Curb/Home’, WiFi, WiMax initiatives Client orientation Call center capacity > doubled, IVR (‘000s) Source: Company data, Direct INFO, Pyramid Research Note: CAGR represents growth in projected users. Penetration calculated as % of households Moscow Broadband & Pay-TV Penetration Comstar Direct Residential Subscribers Moscow Residential Broadband Market, 2Q2007 Total: 1.3 mn subs 426 thousand subs Broadband Dial up
Corporate presentation September Driving Regional Expansion Development of operating clusters around regional branches through M&A targeting leading regional CLECs to complement Svyazinvest presence and increase footprint Cooperation with sister companies Upside of engagement in Svyazinvest privatisation process Saratov region alternative fixed-line market**Tyumen region alternative fixed-line market** **Source: Direct INFO, in terms of sales, 2006 Sochi alternative fixed-line market* *Source: Сomstar-UTS estimates, in terms of sales, excl. ILECs and Transtelecom Current presence of Comstar-UTS Tyumen region Saratov region Volga region South region Saint Petersburg Armenia Ukraine
Corporate presentation September Unlocking Operational Potential ●Digitalization of MGTS network - transition to Next Generation Network, financed by disposal of freed up real estate, is a technological necessity, will decrease opex & capex per line ●Optimization of the Group’s structure- separating core functions from non-telecom-related, reduction in headcount ●Outsourcing of non-core functions ●Management by processes ●Integration of newly acquired operations & expansion of margins Number of MGTS Employees (‘000s) Lines / Employees Source: Deutsche UFG
Corporate presentation September Simplifying Organizational Structure JSC Sistema Setting KPIs & overseeing execution Assisting with M&A / negotiations Board of Directors 9 Members 3 non-executive independent Directors Audit Committee Remuneration & Nomination Committee Strategy Committee Corporate Governance Committee Management Board MGTS Budget & Investment Committee Technical 띸 ٲmmittee Tariffs Committee Purchasing Committee 51% Ownership Free Float incl. GDRs 14% Ownership 35% Ownership Shareholder Meeting
Corporate presentation September Simplifying Ownership Structure 51% 52% 48% Other 14%14% Free float 35%35% Regional branches & subsidiaries 56% 23% 17.3% 21% Now 7.7% Objective Elimination of cross ownership between MGTS and Comstar Consolidation of MGTS minorities Integration of Comstar Direct Participation in restructuring / privatization of Svyazinvest
Corporate presentation September Capitalizing on Svyazinvest Investment Svyazinvest companies: Center Telecom North-West Telecom Uralsvyazinform VolgaTelecom SibirTelecom South Telecom Far East Telecom Rostelecom 25% plus one share stake acquired for US$ 1.3 billion in December Comstar acquired 17.3% & MGTS Finance acquired 7.7% Call (by December 2007) and put (2 year) option agreement with seller for 11% of Comstar shares currently held by MGTS Finance Represented by 2 seats on Board of Directors Successful financial investment with >50% increase in combined market cap of listed assets from US$ 5.8 billion in December 2006 to US$ 8.8 billion in July 2007 Upside option as Strategic Player in privatization process +28% economic interest / 23% voting interest in MGTS 2006 highlights Revenue US$ 7.7 billion EBITDA US$ 2.3 billion Net income US$ 0.2 billion Employees thousand
Corporate presentation September Combining Growth & Profitability Source: Company reports
Corporate presentation September The Investment Opportunity Comstar Market Cap 21.6% of Svyazinvest USD 4.26 billion Comstar Market Cap ex Svyazinvest Comstar EV USD 1.79 billion USD 2.48 billion USD 3.15 billion EV/EBITDA x Valuation at ILEC Multiples USD 3.66 billion EV/EBITDA x ¹Source: Consensus (Morgan Stanley, URALSIB, Goldman Sachs, Deutsche UFG, Troika Dialog, Aton Capital, Alfa Bank, ING, Renaissance Capital, DrKW, Credit Suisse, FIM) All data as at 07 September 2007 Valuation at Broadband Multiples USD 5.36 billion EV/EBITDA x Valuation at Altnet Multiples USD 5.18 billion EV/EBITDA x
Corporate presentation September Investment Case ●Scale player with market leading positions & track record of balancing growth & profitability - > US$ 1.1 billion revenue fixed-line operator with > 20% revenue growth & ~ 40% OIBDA margin ●Well positioned convergence play on incumbent infrastructure, alt net development & increasing broadband penetration in high growth markets ●Expanding service offering & geographical footprint ●Substantial synergies and efficiency gains to be extracted from integration of the companies of the Group ●Simplification of structure unlocks significant value ●Upside potential from: - Buying out minorities in key assets (MGTS, Comstar Direct) - Svyazinvest privatisation - Addition of LD service to corporate service package - Realisation of property portfolio
Corporate presentation September Summary Financials
Corporate presentation September Income Statement Half Year Highlights ●32% year on year revenue growth ●42.9% OIBDA margin ●US$ 14.5 million change in fair value of call and put option
Corporate presentation September Q Results
Corporate presentation September Segmental Breakdown * Excluding US$ 62.1 million Stock Bonus Awards
Corporate presentation September Cash Flow Statement
Corporate presentation September Balance Sheet Half Year Highlights ●US$ 675 million 6 month loan facility arranged in December 2006 with ABN AMRO Bank N.V. ●Refinanced in June 2007 with 5 year RUR 26 billion credit facility from Sberbank ●Total debt of US$ million ●Net debt of US$ million
Corporate presentation September Contacts For additional information please visit or contact Masha Eliseeva Head of Investor Relations Phone: