General Meeting / Request to Convene a General Meeting

With effect from 1 July 2016, for general meetings of securities owners, a new procedure applies as to the drawing up of a list of persons entitled to participate in a meeting, and securities owners are still able to vote in electronic format through a chain of nominee holders (e-proxy voting).

NSD offers depositors an ISO-based technology designed to transmit the details of persons entitled to participate in a meeting and to enable them to submit their votes. The technology can be used for general meetings and the following types of Russian securities:

For the purposes of drawing up a list of persons entitled to participate in a general meeting, the details of the person exercising the rights attached to the securities must be disclosed to the registrar/issuer. Nominee holders or foreign nominee holders are able not to disclose the details of persons exercising the rights attached to the securities, if this is provided for by the agreement with any such person.

A general meeting is a voluntary corporate action event, and a person exercising the rights attached to the securities decides whether or not to take part in it. There are several participation options available:

• Personal attendance;
• Submission of a voting ballot in hard copy;
• Personal electronic voting through a dedicated web site (e-voting);
• Electronic voting through a securities depository (e-proxy voting).

The details of a person exercising the rights attached to the securities must be disclosed to the registrar/issuer in a separate message, namely a Meeting Instruction (step 1). If the person exercising the rights to the securities elects to vote through his securities depository, the Meeting Instruction must, in addition to the details of the person entitled to participate in the meeting, contain the voting option preferred by that person (step 2).

Such steps connected with a general meeting involve communication between NSD and clients using ISO 20022 or ISO 15022 format messages via the following communication channels:

• WEB-client
• Web-service
• SWIFT

Notification

First, the issuer convening the meeting must give notice of the meeting to all market participants through the registrar. NSD receives such notification from the registrar and then sends it to clients in ISO formats via the communication channel specified in the Details Form for EDI or determined in transaction 97.

Message types:

A Meeting Notification is used for the different purposes:

• a message sent to notify of convening meeting (form code CA012);
• a message sent to notify of a meeting with all meeting pre-reads enclosed (code form CA012, СА014);
• a message to convey details from voting ballots (form code CA014);
• a message sent as a reminder of the meeting (form code CA013). (a message is generated three business days before the deadline for acceptance of instructions by NSD (inclusive) to clients who have not submitted information on the persons entitled to participate in the general meeting of security holders).

A Meeting Notification contains, in a structured form, material information regarding the meeting, including information from the voting ballot (voting options), in particular:

• ISIN and codes of securities participating in the meeting;
• Depositor's securities account number and account balance for each security (before the record date, the then current account balance is indicated);
• Record date for participation in the meeting;
• Deadline for acceptance of instructions by NSD;
• Deadline for acceptance of instructions by the registrar;
• Draft resolutions to be put to the vote;
• Voting type (simple or cumulative);
• Voting options (for, against, abstained);
• Additional rights arising from a particular agenda matter;
• A reference to materials and documents made available on the FTP server*.

A MeetingCancellation is used for the different purposes (from code CA021):

• to advice on a cancelled meeting (form code CA021)
• to advice on excluding a security from participating in the meeting (form code CA022)

A MeetingCancellation contains, in a structured form, material information regarding the meeting, including, in particular:

• ISIN and code of securities participating in the meetings (if a security is excluded from participating in the meeting – ISIN and codes of securities excluded from participating in the meeting);
• a client’s securities account number and the balance for each security (before the record date the current account balance is shown);
• links to materials and other documents made available on FTP server*.

* A link accesses to all the non-revoked documents received in a particular meeting.

Notification flowchart:

• MEET

Meeting Results

Following completion of the general meeting, NSD receives the meeting results from the registrar and then sends them, in the form of a separate message, to depositors via the communication channel specified in the Details Form for EDI or determined in transaction 97:

Instructions

In accordance with the ISO standards, a Meeting Instruction is to be used to disclose details of persons entitled to participate in the meeting (step 1) and to inform of their preferred voting options (step 2). Upon completion of the Meeting Instruction processing, both NSD and the registrar send a message containing the relevant status of the instruction to the depositors.

The securities depository of the person exercising the rights attached to the securities is responsible for compiling details of that person, and the person entitled to participate in the meeting himself submits to the depository an instruction to vote in a particular way.

For owner accounts and trustee accounts held with NSD, the following procedure applies: on the record date, NSD issues a message to the registrar, which contains details of the persons entitled to participate in the general meeting. Then, the owner of the relevant account may submit a Voting Instruction (CA044).

For nominee/foreign nominee accounts, a similar approach may be used, wherein the owner of the relevant account first submits to NSD a message entitled "Details of a person exercising the rights attached to the securities" (CA044), and then submits a Preferred Voting Option Notification (CA044). Alternatively, for a nominee/foreign nominee account, only a Preferred Voting Option Notification (CA044) can be submitted, as the details of a person exercising the rights attached to the securities are mandatorily included in this message format.

Additionally, a Preferred Voting Option Notification (CA044) may state that the person exercising the rights attached to the securities has no right to vote on a particular agenda item(s) at the general meeting.

* — details are prepared on the basis of the Securities Account Details Form: name, address, Principal State Registration Number (OGRN), Taxpayer Identification Number (INN), BIC, Certificate of Incorporation.

Following the disclosure of the details of the person entitled to participate in the general meeting to the registrar/issuer, the person exercising the rights attached to the securities may vote in person in electronic format on the dedicated web site (e-voting), provided that the service is supported by the issuer. For more details on NSD's e-voting service for shareholder meetings, please see here.

Meeting Instruction processing:

• MEET_MI

General requirements to Meeting Instructions:

• An instruction submitter must be authorized to deal with the relevant securities account or clearing securities sub-account.
• For each particular meeting, each instruction must be assigned a unique number.
• An instruction must contain a CA reference as specified in the Meeting Notification.
• An instruction must contain the ISIN of the underlying security that entitles the relevant person to participate in the meeting, provided that if more than one securities issue are recorded at NSD with the same ISIN, the instruction must additionally contain the code assigned by NSD (e.g., for fractional securities).
• The same Meeting Instruction message may contain details of more than one person. An ISO 20022 message may contain details of more than one person and their preferred voting options.
• NSD does not warrant execution of instructions submitted after the deadline for acceptance of instructions by NSD.

Owner Identification

For a general meeting, the details of a person exercising the rights attached to the securities must be disclosed either before or concurrently with the submission of a Voting Instruction. NSD applies the uniform rules to identify persons exercising the rights attached to securities in CA instructions, including Meeting Instructions.

• Corporate name / Individual full name
• Address
• Country
  
  or
  
  
• Corporate name / Individual full name
• Any identifier (as per NSD's formats)

An ISO 15022 instruction may contain the owner's SWIFT BIC only, and the owner's name will be determined by reference to the SWIFT directory. In this case, an instruction delivered to the registrar will include the owner's name and such SWIFT BIC.

In a Meeting Instruction it is required to specify the securities depository with which the securities of the person exercising the rights to the securities are held. To identify such securities depository, the depository’s LEI (LEID) or SWIFT BIC must be used. If the depository’s LEI is not known, any known identifier, such as the Russian Principle State Registration Number (OGRN), is acceptable.

Meeting Instruction Replacement

It is not possible to directly cancel a Meeting Instruction, as meeting instruction cancellation requests are not used.

1. It is possible to cancel an instruction containing the details of a person exercising the rights attached to the securities by submitting a new instruction containing a zero value of the number of securities.
2. It is not possible to cancel a Voting Instruction, but rather it is possible to submit a replacement instruction containing changed details of the person exercising the rights attached to the securities.

Thus, for meetings, it is only allowed to replace earlier instructions.

Fees

Fees for Meeting Instruction processing are charged in accordance with the Fee Schedule for Depository Services:

The fee is not charged for an instruction that contains the details of a person exercising the rights attached to the securities, but that does not contain his preferred voting option.