Russian regulations on GDR programmes for Russian companies James Roe, Alexandra Fasakhova, London Stock Exchange, 1 July 2010. - презентация

1 Russian regulations on GDR programmes for Russian companies James Roe, Alexandra Fasakhova, London Stock Exchange, 1 July 2010

2 Agenda Key foreign regulatory issues faced by Russian companies Russian FSFM regulation of GDR issuance

3 History of limitations on GDR programmes For the past 10 years FSFM has been: consistently reducing the ceiling for GDR offerings by Russian companies 2001: Permission requirement and 75% threshold introduced 2003: 75% threshold reduced to 40% 2006: 40% threshold reduced to 35% and 70/30 rule introduced 2008: 35% threshold reduced to 30%, lower thresholds of 25% and 5% introduced for strategic companies, 70/30 rule preserved vigorously criticising offshore offerings of Russian businesses

4 June 2009 Amendments Came into effect on 1 January 2010 Further reduced the ceiling for GDR offerings Applicable ceiling depends on: existing level of Russian listing; and whether a company is a strategic subsoil company Imposed additional compliance requirements on Russian companies

5 New thresholds for GDR programmes Maximum threshold reduced to 25% and only available if any of the following criteria is met: Shares are A listed; or Depositary is incorporated in a country whose regulator has an agreement with FSFM; or Issuer is a strategic subsoil company which cleared its 25% GDR offering with State Commission Other companies are subject to lower thresholds of: 15% for B listed shares; and 5% for V or I listed shares and for subsoil strategic companies without State Commission clearance for a higher limit 70/30 rule changed to 50/50 rule

6 Additional compliance requirements Post offering notification obligation introduced: Report on the results of the offering (local and international) within 30 days following the offering The permission now has 1 year of shelf life FSFM can also cancel the permission if: the underlying shares are redeemed; or the post offering notification requirement is not complied with. Continuous obligation to update the FSFM on any changes to the depositary agreement introduced

7 Contact details James Roe Partner, Moscow Tel Mob Alexandra Fasakhova Senior Associate, Moscow Tel Mob

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