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Investor Protection Association. Who are we?. We are a non-profit association of 25 of the largest institutional investors in Russia We have an untarnished reputation for fighting for investors’ rights and good governance
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Investor Protection Association Who are we? We are a non-profitassociationof 25 of the largestinstitutionalinvestorsinRussia We have an untarnished reputation for fighting for investors’ rights and good governance We are Russia’s only association of institutional investors OurGoals OrganizationalStructure • The IPA was established by investors and is actively managed by investors • All key decisions are taken by the board of directors, which is comprised solely of representatives of our member funds • Systematic improvement of corporate governance in Russia • 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
Investor Protection Association What do we do? (1/2) Areas Examples • In 2012,through the IPA’s efforts, about 50 independentdirectorswereelectedat 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 independentdirectorshave beenelectedto over 160 Russiancompanies, including: • Sberbank, RAO UES ofRussia, Rostelecom, FSK UES • Since 2007, we have had a history productive of cooperation withISS, the leading global proxy advisory firm • Our candidates are recognized by ISS as independent ConsolidateInvestors’ Votes 1 • 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 KPI-based management motivation systems and internal control systems (independent internal auditing departments of various forms) • Block problematiс transactions and initiatives ImproveCorporateGovernance 2
Investor Protection Association What do we do? (2/2) Areas Examples Resolve Conflicts 3 • Take partinthe largestrestructuringsofpublic companies: • RAO UES ofRussia, Holdingof IDGC, Svyazinvest-Rostelecom reorganization • Engage in negotiations to resolve disputes: • GAZ dividend payout, forcedbuybackofsharesof7thContinent, obligatoryofferofPowerMachines • Pursue matters in the media and courts when negotiation fails • Ingosstrakh, Norlisk Nickel Other Activities 4 • 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
Investor Protection Association Our members aresome of the largest funds in Russia 60% ForeignFunds: 40% RussianFunds: • 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 Ourmembershave investedover$25bnintotheRussianeconomy Our many long-term members can attest to the value they’ve derived from IPA membership
Investor Protection Association Companies we currently deal with… Energetics Independent Directors from the IPA are present at: • Bank St. Petersburg – financials • Bashkirenergo – energy • VEROPHARM – pharma • GAZ – automotive • LSR Group – real estate • Cherkizovo Group – food industry • Dixy Group – retail • M.Video – retail • KuzbasskayaToplivnayaKompaniya – energy • Lenenergo – energy • Magadanenergo – energy • MOSTOTREST – construction/real estate • IDGCs: of the Volga, North Caucasus, North-West, Center, Center and Privolzhye, South – energy • 7th Continent • Silovye Mashiny • OGK-2 – energy • RAO Energy Systems of the East – energy • SelenginskyTsKK – paper production • Smolenskenergoremont – energy • SOLLERS – automotive • SolombalskyTsBK – paper production • Transsignalstroy – construction • Holding MRSK – energy • Bryansk Milk Combinate – food industry Automotive Real Estate & Contruction Active Shareholder Conflicts: Retail
Investor Protection Association Companies we currently deal with… Independent Directors from the IPA are present at: • Energy & Utilities • MRSK Holding • RAO Energy Systems of the East • OGK-2 • MRSKs: of the Volga, North Caucasus, North-West, Center, Center and Privolzhye, South • Smolenskenergoremont • Bashkirenergo • KuzbasskayaToplivnayaKompaniya • Lenenergo • Magadanenergo • Real Estate & Construction • LSR Group • MOSTOTREST • Transsignalstroy • Retail • DixyGroup • M.Video • Automotive • SOLLERS • GAZ • Other • VEROPHARM • Bank St. Petersburg • Cherkizovo Group • SelenginskyTsKK • SolombalskyTsBK • Bryansk Milk Combinate
Investor Protection Association Our contacts Demid Fedorov Head of Business Development +7 (985) 431-2169 fedorov@corp-gov.ru www.ipa-moscow.com