Process: General meeting (GM)

Transcription

1 Process: General (GM) S Supplier I Inputs P Process O Outputs C Customers Issuer Asset management company Special depository Owner who calls the Meeting Materials for the Ballot Meeting request Basic steps of the process are (See diagram «Process scheme» below): 1. Meeting request 2. Meeting announcement 3. Shareholders list gathering 4. Distribution of and materials for the 5. Offering Board of Directors candidates 6. Distribution of information from the ballot 7. Voting instruction collection 8. Meeting Execution 9. Voting results dissemination 10. Meeting cancellation Meeting result report Shareholder protocolв Notification to Bank of Russia on non-disclosed voted shareholders Issuer Registrar Shareholders Asset management company Central depository Nominees International nominees Bank of Russia Process scheme Meeting request Decision to call a Meeting Record date Materials distribution date Ballot distribution date Meeting date Voting result dissemination date 1. Meeting request 2. Meeting announcement 4. Distribution of and materials for the 6. Distribution of the information from ballot 7. Voting instruction collection 8. Meeting execution 9. Voting results dissemination 3. Shareholder list gathering 5. Offering Board of Directors candidates 10. Meeting cancellation Dates (Meeting of shareholders and mortgage participation certificate holders) No less that 10 and no more than 50 or 80 calendar days No less than 20 calendar days No more than 20, 30 or 50 calendar days No less than 20 (30 in case of reorganization) calendar days No more than 50 (95 in case of BoD election) calendar days No more than 40 calendar days (in case of extraordinary ) 4 days Dates (Meeting of unitholders) 5 days 3 days 20 days 20 days No more than 40 days 3 days

2 Legend Diagram objects: Process - Process Process step - Process step description Channel/Format Message - Channel and format of information transfer - Business message used in the process Shareholder list gathering 1 - Process that is not included in the file as it is not changed - Link between steps of the process that spans over several worksheets - Process execution deadline Role Shareholder list gathering 1.1 Step - Process participant role - The process has to be completed before Issuer sends out the bulletin Format 1 day Files - Message format according to ISO15/ Process step duration - Transfer files with messages Т I Moment of receiving message from Issuer Т R Moment of receiving message from Registrar Т NSD Moment of receiving message from NSD Т D Moment of receiving message from Т RQ Meeting request date RD Record date Meeting date AM/SD/OW Asset management company, Special depository, Owner who calls the Duration presumed by Russian legislation In the course of the distribution, before the date, the messages with information updates, reminders, cancellation, updated voting instructions can be send out - see special case description in enclosed Word document. Information distribution channels and message formats L20 ISO message via «Louch» software W20 ISO message via Web-клиент S15 ISO message over SWIFT SF message over SWIFT Fileact Message formats P Letter via Russian Post Format not controlled by NSD TBD Format and channel are to be defined later MN - ISO message (seev MeetingNotificationV04) MT564, MT565, MT567, MT568 - ISO message MRD - ISO message (Meeting Results Dissemination) MI ISO message (Meeting Instructions) MIS ISO message (Meeting Instructions Status) MC - ISO message (Meeting Cancellation) SEN - ISO message (System Event Message) MR - ISO message (Message Reject)

3 GM 1. Meeting request Meeting request date (T RQ ) T RQ Make a decision to conduct the 2 Issuer Receiving request from audit committee or auditor Meeting request + confirmation of amount of securities held 1.6 Sending message with request received date Meeting request accepted? Sending message on decision made Т OW Registrar Meeting request + amount of securities held by owner 1.5. Transfer request Request received date 1.7. Transfer message Message acceptance/ rejection sending Meeting request + amount of securities held by owner 1.4. Transfer request 1.3. Message Request received date 1.8. Transfer message Message acceptance/ rejection sending Transfer request Request received date

4 GM 2. Meeting announcement Decision to conduct a (DM) DM+3 DM+4 DM+3 (Distribution by Issuer) DM+5 DM+4 (Distribution by Issuer) RD Decision to conduct a General Meeting Sends by itself? 2.2.Information on material fact publication 2.3.Distribution of 4 W20 W20 Meeting ID number SEN Т I T I +1 Meeting 2.4.Distribution to nominees having account with Registrar 2.5. Sending to NSD Meeting ID number SEN Т R Т I Т R +1 Т I +1 (**) Meeting Information on a Web-site MN 2.6 Message 2.7 Meeting ID assigning 2.8 Sending Meeting ID number message 1 day 2.9. Notifying about Meeting distribution 2.12.Additional sending based on account balance change (in case depositor is subscribed to such service) According to contractual terms Т NSD L20,W20,S15 Meeting MN/MT564/MT Cascading to depositors (*) Issuer, asset management company and special depository can act as organizer. Meeting organized by security owner is not described by this scheme. (**) L20 can be used in the message is sent by a Registrar

5 GM 4. Distribution of and materials for the RD Materials sending date Board materials accepted Issuer sends by itself? 4.2. Materials distribution 6 W20 Meeting ID number SEN Materials for the 4.3. Distribution to nominees having account with Registrar 4.4. Sending to NSD Meeting ID number SEN Files (**) Materials for the MN 4.5. Message Actual already open? 4.6. Meeting ID assigning 4.7. Sending Meeting ID number message 4.8. Materials upload to information resource Information on a Web-site 1 day 4.9. Notifying about a Sending message + link Additional sending based on account balance change (in case depositor is subscribed to such service) According to contractual terms L20,W20,S15 Message + link MN/MT564/MT Cascading to depositors (*) Issuer, asset management company and special depository can act as organizer. Meeting organized by security owner is not described by this scheme. (**) L20 can be used in the message is sent by a Registrar. Message can be transferred over L20 in case if size of materials is less than 5 MB.

6 GM - 5. Offering Board of Directors candidates (For shareholders ) Issuer Offer form owner + confirmation of amount of securities held Offer? 5.5. Conducting BoD to accept candidates 5.6. Message sending Registrar Offer from owner + amount of securities held by owner 5.4. Transfer offer 5.7. Message acceptance/ rejection sending TBD, S15 Offer from owner + amount of securities held by owner TBD 5.2. Message acceptance/ rejection with checking for offer deadlines and Meeting ID existense 5.3. Transfer offer 5.8. Message acceptance/ rejection sending 5.1. Transfer offers from owners (BoD candidates), S15, S15

7 GM 6. Distribution of the information from ballot RD Ballot sending date Sending Ballot Ballot 6.2.Distribution of information from ballot to nominees having account with Registrar Message rejection 6.3. Sending to NSD Т R Т R +1 W20,L20 Information from ballot 6.4. Sending rejection message MN Actual already open? 6.5. Message 6.6 Information from ballot upload to the Website 6.7. Sending out information from ballot+ link According to contractual terms L20,W20,S15 Information from ballot 6.8. Cascading information to depositors 7 MN/MT564/MT568 (*) Issuer, asset management company and special depository can act as organizer. Meeting organized by security owner is not described by this scheme.

8 GM 6. Voting instruction collection -5-2 (In case of absentee voting) +7 L20,W20 Voting instruction document(s) L20,W20 List of disclosed, not voted holders L20,W20 List of not disclosed nominees Processing and matching to the list. Instruction status sending Processing and producing list for int. nominees 8 MI MI MI 7.8. Message acceptance/ rejection, including check of document acceptance deadline compliance Transfer voting instruction document 7.9. Processing and check against balance of account with NSD (with regard to possible instruction updates) Transfer information on disclosed, not voted holders Balance check successful? Transfer information on nondisclosed int. nominees L20,W20 Instruction status MIS Document accepted? Check if shareholder is on the list and account balance of int. nominee is correct Non-disclosed Int. nominee? 7.18.Sending to Bank of Russia Instruction update Message sender s error? L20, W20, S15 Voting instruction document MI/MT565 L20, W20, S15 List of disclosed, not voted holders MI/MT565 L20, W20, TBD List of not disclosed int. nominees TBD/MT Instruction/voting instruction document rejection message sending Owner 7.1.Filling and sending voting instruction, S15 L20,W20, S15 Message rejection Nominee 7.2.Receiving and sending voting instruction document 7.3.Receiving and sending information on disclosed, not voted holders 7.4.Receiving and sending information on non-disclosed international nominees (**), S15 L20,W20, S15 Message rejection International nominee 7.5. Receiving and sending voting instruction document 7.6. Receiving and sending information on disclosed, not voted holders 7.7.Receiving and sending information on non-disclosed holders, S15 L20,W20, S15 Message rejection 7 Bank of Russia P Notification P (*) Issuer, asset management company and special depository can act as organizer. Meeting organized by security owner is not described by this scheme. (**) - Documents are provided by a Nominee only if there is an International nominee among its depositors

9 GM 8. Meeting execution, and 9. Voting results dissemination (If sent by Issuer) (If sent by Issuer) 8 8. Meeting execution 9.1. Preparation of Meeting result report Sends by itself? 9.2.Distribution of Meeting result report W20 Т I Т I +1 Т I +2 Meeting result report 9.3. Distribution to nominees having account with Registrar 9.4. Sending to NSD Т R Т I Т R +1 Information on a Web-site (**) Meeting result report 9.5. Message 9.6. Materials upload to information resource 9.7. Informing on voting results 9.8. Meeting result report + link distribution MRD Т NSD According to contractual terms L20,W20,S15 Meeting result report 9.9. Cascading report to depositors MRD/MT566/MT568 (*) Issuer, asset management company and special depository can act as organizer. Meeting organized by security owner is not described by this scheme. (**) L20 can be used in the message is sent by a Registrar. Message can be transferred over L20 in case if size of materials is less than 5 MB.

10 GM 10. Meeting cancellation 10.1 Decision on cancellation Sends by itself? 10.2 Meeting cancellation distribution W20 Meeting cancellation 10.3 Distribution to nominees having account with Registrar 10.4 Sending cancellation to NSD Message rejection (**) Meeting cancellation MC Message rejection sending Actual already open? Message Actual status change in NSD s core system Information on a Web-site Informing on cancellation Meeting cancellation distribution L20,W20,S15 Meeting cancellation MC/MT564 (*) Issuer, asset management company and special depository can act as organizer. Meeting organized by security owner is not described by this scheme. (**) L20 can be used in the message is sent by a Registrar. Message can be transferred over L20 in case if size of materials is less than 5 MB.