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Who are we? We are a non-profit association of 25 of the largest institutional investors in Russia We are the only association of institutional investors in Russia We have an untarnished reputation in fighting for investors’ rights in Russia Our goals Organizational structure • Systematic improvement of corporate governance in Russia • The IPA was established by investors and is actively managed by investors • Uniting minority investors in voting at general meetings, so their collective voice has impact • • Ensuring the observance of Russian laws with respect to investors’ rights All key decisions are taken by the board of directors, which is comprised solely of representatives of our member funds 1 What do we do? (1/2) Areas Examples • 1 Consolidate investors’ votes • • 2 Improve corporate governance In 2012, through the IPA’s efforts, about 50 independent directors were elected at over 30 public companies: Veropharm, GAZ, Mostotrest, M-Video, Dixy Group, Cherkizovo Group, OGK-2, IDGC Holding and many IDGC companies Since 2000, over 450 independent directors have been elected to over 160 Russian companies, including: Sberbank, RAO UES of Russia, Rostelecom, FSK UES Since 2007, we have had a history productive of cooperation with ISS, the leading global proxy advisory firm Our candidates are recognized by ISS as independent At companies where the IPA’s independent directors are present, we: • Set up board of directors committees and otherwise make improvements to the work of the board of directors • Take a leading role in the development of corporate strategies • Negotiate with the majority shareholder for the establishment of KPIbased management motivation systems and internal control systems (independent internal auditing departments of various forms) • Block problematiс transactions and initiatives 2 What do we do? (2/2) Areas 3 Examples • Resolve conflicts • • 4 Other activities Take part in the largest restructurings of public companies: RAO UES of Russia, Holding of IDGC, Svyazinvest-Rostelecom reorganization Engage in negotiations to resolve disputes: GAZ dividend payout, forced buyback of shares of 7th Continent, obligatory offer of Power Machines Pursue matters in the media and courts when negotiation fails Ingosstrakh, Norlisk Nickel • We undertake lobbying activities to amend the laws concerning investors, and otherwise engage with government authorities • We are your trusted professional voting operations center in Russia We are the best in Russia at ensuring that your votes are cast exactly as you want them to be • We are your always-on-call Corporate Governance experts in Russia • We are also building a new web-site, amending our charter, and are actively stepping up our outreach to western funds 3 Our members are some of the largest funds in Russia 50% foreign funds: 50% Russian funds: • • • • • • • • • • • • • • • • • • • • Alfa-Bank ATON IC RUSS-INVEST KIT-FINANS Industrial investors Prosperity Capital Management Renaissance Capital MC Leader MC Uralsib others Deutsche Bank East Capital EOS Russia Equinox Fleming Family & Partners NCH Advisors PMI Marketing and Sales PPF Templeton others Our members have invested over $25bn into the Russian economy Our many long-term members can attest to the value they’ve derived from IPA membership 4 Companies we currently deal with… Independent Directors from the IPA are present at: • • • • • • • • • • • • • Bank St. Petersburg Bashkirenergo VEROPHARM GAZ LSR Group Cherkizovo Group Dixy Group M.Video Kuzbasskaya Toplivnaya Kompaniya Lenenergo Magadanenergo MOSTOTREST IDGCs: of the Volga, North Caucasus, North-West, Center, Center and Privolzhye, South • • • • • • • • • OGK-2 RAO Energy Systems of the East Selenginsky TsKK Smolenskenergoremont SOLLERS Solombalsky TsBK Transsignalstroy Holding MRSK Bryansk Milk Combinate Active Shareholder Conflicts: • • 5 7th Continent Silovye Mashiny …Our goal is Russian Blue Chips We’re very close to being able to elect truly independent directors at: • • • • • Sberbank Rostelecom Gazprom Lukoil Aeroflot This is why we’re increasing our outreach to international funds we’ve already elected independent directors to these companies in the past Our contacts: Denis Kulikov Executive Director +7 (916) 637-9116 [email protected] Alexander Shevchuk Deputy Executive Director +7 (916) 441-8902 [email protected] 6 Demid Fedorov Deputy Executive Director +7 (985) 431-2169 [email protected]