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PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK”

PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK”. This presentation is based on JPMorgan data. Secondary market ADR issuance and cancellation. Cancellation. Issuance. Buy ADRs. Buy ADRs. Sell ADRs. Sell shares. Broker. DR market. Broker. JPMorgan (Depositary). Issue ADRs.

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PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK”

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  1. PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK” This presentation is based on JPMorgan data

  2. Secondary market ADR issuance and cancellation Cancellation Issuance Buy ADRs Buy ADRs Sell ADRs Sell shares Broker DRmarket Broker JPMorgan (Depositary) Issue ADRs Cancel ADRs Buy shares Sell shares Confirmation Instruction Custodian Deposit shares Release shares Buy shares Sell shares Localbroker Localmarket Localbroker

  3. Administering an ADR issuer’s AGM takes about 6 to 10 weeks Time schedule for the AGM process -60 days -50 days -40 days -30 days -25 days -7 days AGM CompanyAGM Mailing date U.S. cut off date Company announces AGM Initiatebrokersearch Company provides JPMorgan with agenda and AGM materials U.S. ADRrecord date Registered and beneficial holders return votes JPMorgan tabulates and provides votes to custodian and/or company JPMorgan’s responsibilities Company’s responsibilities • Announce the AGM date to JPMorgan and to ING Moscow, the local custodian • Request number of annual reports and other material to be supplied to JPMorgan • Provide JPMorgan with agenda and AGM materials • Establish a record date • Perform broker search to determine the number of beneficial and registered holders • Distribute material to registered holders • Provide intermediaries with material for the beneficial holders • Receive tabulates and votes; supply them to custodian

  4. ADRs are held by “registered” and “beneficial” holders ADR register (administered by JPMorgan) DTCC Registered holders¹ (individual investors holding ADRsthrough JPMorgan) Beneficial holders2 (institutional and individual investors holding ADRs through U.S. banks and brokers) Certificates Direct Registration Statement Banks Brokers Global Invest Direct Employee Stock Purchase Plans (ESPP) Institutional investors ESPPs Institutional and individual investors ¹ Investors listed directly with the issuer’s U.S. transfer agent on the company’s share register ² Investors who actually receive the benefits of owning a particular share (dividends, voting rights, share price increase). These shares are held in “street name” by banks and brokers within a securities depository institution, known as DTCC (Depository Trust Clearing Company)

  5. Distribution of proxy material to ADR holders Company Proxy arrangements JPMorgan Mailmaterial Mailmaterial 1–2 days 1–2 days Proxy agent or bank Beneficial holder Registered holder Return vote Proxy agent or bank Returnvote Returnvote JPMorgan tabulates votes Send results before cut-off date Custodian Company Y

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