who are we?

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1 Who are we? 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 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 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 Our goals Organizational structure

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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. - PowerPoint PPT Presentation

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Page 1: Who are we?

1

Who are we?

• 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

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

• 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

Our goals Organizational structure

Page 2: Who are we?

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What do we do? (1/2)

Areas Examples

• 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 firmOur candidates are recognized by ISS as independent

Consolidate investors’ votes

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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

Improve corporate

governance

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Page 3: Who are we?

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What do we do? (2/2)

• 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 failsIngosstrakh, Norlisk Nickel

Resolve conflicts

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• 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 RussiaWe 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

Other activities

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Areas Examples

Page 4: Who are we?

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Our members are some of the largest funds in Russia

• 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

50% Russian funds: 50% foreign funds:

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

Page 5: Who are we?

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Companies we currently deal with…

• 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 • 7th Continent

• Silovye Mashiny

Independent Directors from the IPA are present at:

Active Shareholder Conflicts:

• OGK-2

• RAO Energy Systems of the East

• Selenginsky TsKK

• Smolenskenergoremont

• SOLLERS

• Solombalsky TsBK

• Transsignalstroy

• Holding MRSK

• Bryansk Milk Combinate

Page 6: Who are we?

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…Our goal is Russian Blue Chips

• Sberbank

• Rostelecom

• Gazprom

• Lukoil

• Aeroflot

We’re very close to being able to elect truly independent directors at:

This is why we’re increasing our outreach to

international funds

Our contacts:

Denis KulikovExecutive Director+7 (916) [email protected]

Alexander ShevchukDeputy Executive Director+7 (916) [email protected]

Demid Fedorov Deputy Executive Director+7 (985) [email protected]

we’ve already elected independent directors to these companies in the past