Directors’ & Officers’ Liability Insurance & Disclosure of Information Moscow, November 19th, 2010

1. Directors’ & Officers’ Liability Insurance & Disclosure of Information Moscow, November 19th, 2010 Karolina Vogelpohl, Regional Manager Financial Lines CEE

2. Agenda • Effects of Information Disclosure • What is Directors’ & Officers’ (D&O) Liability Insurance? • Main Aspects of D&O Insurance • Latest Tendencies • More claims against Directors’ & Officers’ from shareholders • Proposed legislative changes

3. Effects of Information Disclosure • Disclosure of information – as a source of potential errors => misrepresentation • Annual Report = best source of information disclosure • increase of risk in misrepresentation to the stake holders • immediate impact on the stock dynamics (if publicly listed company) • May potentially lead to claims against the directors (in Russia Chief Accountant & General Director in particular) Directors’ & Officers’ Liability Insurance could be viewed as a key risk management tool

4. What is Directors’ & Officers’ (D&O) Liability Insurance? • Directors’ & Officers’ Liability Insurance covers claims brought against Directors and Officers of a company, for wrongful acts committed in the discharge of their duties as company managers causing financial loss to the shareholders. • Claimants could be: • -shareholders, • -bondholders, • -company itself, • -employees, • -customers, • -suppliers, • -competitors, • -regulatory bodies and others. Directors’ & Officers’ Liability Insurance = “Sleep well at night” policy

5. Main Aspects of D&O Insurance • Personal liability of companyD’s and O’s as individuals (Side A cover), • Reimbursement of the insured company in case it has paid theclaim of a third party on behalf of its managers in order toprotect them (Side B or Company Reimbursement Cover). • Listed stock companies can also obtain cover for claims againstthe company itself for a wrongful act in connection with thetrading of its securities (Side C or Securities Entity Cover).

6. Latest Tendencies

7. Latest Tendencies • More claims against Directors’ & Officers’ from shareholders Increased claims against Ds & Os  claimants looking for “scapegoats”

8. Latest Tendencies • Proposed legislative changes including: • changes to Section 71 of the Federal Law on Joint-Stock Companies № 208-FZ of December 26, 1995 proposing possible indemnification of Ds’ & O’s liability (including defense costs) for unintentional wrongful acts to be made available by the company • legislative recognition of companies’ rights to purchase D&O Liability Insurance More & More attention being devoted to D&O Liability including legislators

9. Latest Tendencies • Proposed legislative changes including: • changes to the Federal Law on the Securities Market №39-FZof April 22, 1996 prescribing liability to the issuer of securities for losses caused to investors or/and shareholders for wrongful information reported within the prospectus OR any other wrongful information disclosure elsewhere (including annual report) More & More attention being devoted to D&O Liability including legislators

10. Questions or Comments ? ? ?

11. Thank you for your attention!