Hereby the Board of Directors of MTS PJSC represents that the principles of corporate governance recorded by the Corporate Governance Code (hereinafter referred to as the Code, CGC) are complied with by the Company, excluding certain principles and recommendations of the Code specified in the Annex to this Representation.

This report on compliance with the principles and recommendations of the Corporate Governance Code in MTS PJSC was considered by the Board of Directors of MTS PJSC at the meeting on May 20, 2016, the meeting minutes No.248.

The Board of Directors confirms that the data given in this report contain full and valid information on compliance of the company with the principles and recommendations of the Corporate Governance Code for 2015 as well as for the period from the reporting date. And to the date of approval of the Annual Report of MTS PJSC by the Board of Directors of MTS PJSC.

Brief description of most substantial aspects of the model and practice of corporate governance in the Company

The system (model) of corporate governance of MTS PJSC was built on the basis of the norms of the existing legislation of the Russian Federation, provisions of the Charter of the Company and principles recommended for use by the Corporate Governance Code, with account of the listing rules requirements of the Moscow Stock Exchange and NYSE. Description of most substantial aspects of the corporate governance model and practice is provided in the section “Corporate Governance” of the Annual Report of MTS PJSC.

Description of the methodology, which the joint stock company used to assess compliance with principles of corporate governance recorded by the Corporate Governance Code

Assessment of compliance with corporate governance principles recorded in the Code is implemented by the method of analysis and comparison of internal standards and procedures with recommendations of the Code.

Planned (suggested) actions and measures of the joint stock company to improve and model and practice of corporate governance

In 2015 the President developed and approved the Road Map for implementation of the Corporate Governance Code recommendations in MTS PJSC (hereinafter referred to as the Road Map). Most planned actions were implemented in 2015. In 2016 we plan to continue further work on performance of actions of the Road Map.

Detailed data on compliance with the principles of the Code as of the date of approval of the Annual Report of MTS PJSC by the Board of Directors of MTS PJSC, as well as on actions for further implementation of the Code recommendations is provided below in the Annex to this Representation.

Annex to the Representation of the Board of Directors of MTS PJSC on compliance with the principles and recommendations of the Corporate Governance Code

List of major transactions and transactions of interest closed by MTS PJSC in 2015

In 2015 MTS PJSC did not approve (close) transactions, which are recognised in accordance with the Federal Law “Concerning Joint Stock Companies” as major transactions, and also other transactions, closing of which is covered by the procedure of major transactions approval according to the Charter of the Company

The list of transactions closed by MTS PJSC in 2015 and recognised in accordance with the Federal Law “Concerning Joint Stock Companies” as transactions of interest, the need to approve which by the authorised management body of the joint stock company is specified by the chapter XI of the Federal Law “Concerning Joint Stock Companies”

Information is available at the corporate website of MTS PJSC.

Annual consolidated financial reporting of MTS PJSC and subsidiaries for 2015

Information is available at the corporate website of MTS PJSC.