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2014 ANNUAL REPORT TABLE OF CONTENTS Sistema today 2 Corporate governance system 91 History timeline 4 Corporate governance principles 92 Company structure 8 General Meeting of shareholders 94 President’s speech 10 Board of Directors 96 Strategic Review 11 Commitees of the Board of Directors 99 Strategy 12 President and the Management Board 101 Sistema’s financial results 20 Internal control and audit 103 Shareholder capital and securities 24 Development of the corporate 104 governance system in 2014 Our investments 27 Remuneration 105 MTS 28 Risks 106 Detsky Mir 34 Sustainable development 113 Medsi Group 38 Responsible investor 114 Lesinvest Group (Segezha) 44 Social investment 115 Bashkirian Power Grid Company 52 Education, science, innovation 115 RTI 56 Culture 117 SG-trans 60 Environment 119 MTS Bank 64 Society 121 RZ Agro Holding 68 Appendices 124 Targin 72 Binnopharm 76 Real estate 80 Sistema Shyam TeleServices 84 Sistema Mass Media 88 1 SISTEMA TODAY Established in 1993, today Sistema including telecommunications, companies. Sistema’s competencies is a large private investor operating utilities, retail, high tech, pulp and focus on improvement of the in the real sector of the Russian paper, pharmaceuticals, healthcare, operational efficiency of acquired economy. Sistema’s investment railway transportation, agriculture, assets through restructuring and portfolio comprises stakes in finance, mass media, tourism, attracting industry partners to predominantly Russian companies etc. Sistema is the controlling enhance expertise and reduce from various sectors of economy, shareholder in most of its portfolio financial risks. >13 >20 >150 000 sectors years employees of operations of history jobs created Sectors of operations Telecom HighTech Consumer Pulp&Paper Oil services Banking Energy Other 60% 17% 9% 4% 3% 2% 2% 3% Transportation Healthcare and Real estate Agriculture Tourism services pharmaceuticals Note: Based on aggregate income from assets Contribution to national development RUB 100 Over RUB 700 RUB 62.8 billion million billion Payments to the Social and charity Investment in existing federal and regional investment in and new assets in budgets in 2014 2014 2014 2 ABOUT COMPANY PRESIDENT’S SPEECH STRATEGIC REVIEW OUR INVESTMENTS Shareholder value Efficient management Experienced Transparent risk corporate management governance Strong Clear government strategy relations High level of Financial expertise stability Shareholder capital structure Financial V. Evtushenkov stability GDR Programme (LSE) Ordinary shares 19% Revenue for 2014 (Moscow Exchange) 64.2% RUB 631.9 billion 16.8% Adjusted OIBDA for 2014 Note: including the shares held by insiders, management RUB and members of the Board of Director and ordinary shares on Sistema Group’s balance sheet. 165.2 billion The company’s shares are traded on the London Stock Dividends received in 2014 Exchange (LSE) as Global Depositary Receipts (GDRs), with one GDR representing 20 ordinary shares. Its Global Depositary Receipts are listed on the LSE under ticker symbol SSA. The RUB company’s shares are also listed on the Moscow Exchange 55.6 billion under ticker symbol AFKS. CORPORATE GOVERNANCE SYSTEM SUSTAINABLE DEVELOPMENT 3 HISTORY TIMELINE 1993-1995 1996-2002 2003-2004 1993 Sistema JSFC Sistema acquires a 40.4% stake Sistema acquires control of is founded. in MTS and starts its development Comstar (50%) and Kosmos TV in partnership with Deutsche (50%) in a transaction totalling Telekom. approximately US$ 35 million. Sistema actively consolidates assets in the core sectors of Russia’s economy, acquiring assets in During VimpelCo’s IPO on the New As a result of consolidation, telecommunications, electronics, York Stock Exchange, raising US$ Comstar-OTS received a 99% tourism, retail, oil and gas, 110.8 million Sistema, sells its stake controlling stake in MTU-Inform, construction and real estate. in VimpelCom. 100% stake in Telmos, 100% stake in MTU-Intelm and 55.62% stake in MGTS. This event became a milestone in the consolidation MTS completes an IPO on the New Sistema invests in MGTS, of alternative communication York Stock Exchange, generating operators under our control to establishes Vimpel US$ 323 million. Communications and Sistema- create a united digital operator. Hals, as well as project management companies. Sistema creates an insurance holding on the basis of ROSNO and attracts a strategic partner – Allianz AG, one of the largest insurance groups in the world. As a result of this transaction, Sistema received a 49% stake in ROSNO and Allianz AG received 47.2%. 4 ABOUT COMPANY PRESIDENT’S SPEECH STRATEGIC REVIEW OUR INVESTMENTS 2005 2006 2007-2008 Sistema launches its IPO on the IPO of Comstar-OTS. Sistema Sistema acquires a 100% stake London Stock Exchange, raising launches an IPO for Comstar- in American Hospital Group and US$ 1.56 billion. OTS, raising US$ 1 billion on the a 100% stake in the Medexpress London Stock Exchange. chain of clinics, later merged into Medsi Group. Sistema buys minority stakes in Bashkir oil and energy companies Sistema-Hals launches its IPO, (together, the «BashTEK compa- raising US$ 409 billion on the Sistema successfully exits from nies»), including Bashneft and London Stock Exchange. Bashenergo, for a total amount of insurance business by selling about US$ 600 million. 47.4% of ROSNO to Allianz, with an option for Allianz to buy the remaining 3% over the next several years. Sistema actively develops bank- ing business and increases its stake in the Moscow Bank for Reconstruction and Development Sistema increases its stake in (MBRD) to 98.9%. Later, MBRD SITRONICS to 60% and launches consolidated 66% of the shares in an IPO on the London Stock East-West United Bank. Exchange, raising US$ 2.35 billion. SITRONICS is established as a result of development and consolidation of high-tech assets Sistema first acquires a 10% by Sistema. and then a 41% stake in Shyam Telelink Ltd and enters into a call option agreement allowing it to increase its stake from 51% to 74%. The transaction was worth US$ 46.74 million. CORPORATE GOVERNANCE SYSTEM SUSTAINABLE DEVELOPMENT 5 2009-2010 2011 2012 Sistema establishes RTI, a company consolidating Sistema’s Sistema consolidates its telecom high-tech business, including Sistema acquires a 100% assets and sells its 50.91% Concern RTI Systems and stake in SG-trans, the largest stake in Comstar-OTS to MTS SITRONICS. independent LPG transport in a transaction worth about operator in Russia, for US$ 1.32 billion. RUB 22.77 billion. Sistema transitions from the Sistema acquires controlling operating holding model to the Medsi Group commences merger stakes in BashTEK companies investment company model. of assets with the Medical Centre for US$ 2 billion, increasing for the Mayor and Government of its shareholding in Bashneft Moscow. In exchange for a 25% to 76.5%. stake, Medsi received 3 hospitals, Rosimushchestvo acquires 14% 3 health resorts and 3 outpatient of SSTL for US$ 647 million as clinics. Thus, Medsi Group a result of an additional issue of became a full-service medical Sistema exits from real estate shares. company. construction business. VTB Bank acquires a controlling stake in Sistema-Hals. Later, Sistema completed the sale VAO Intourist and Thomas Cook RTI buys a 50% stake in NVi- of the remaining shares Group Plc complete a transaction sion Group and increases its in Sistema-Hals. to form a joint venture based stake in SITRONICS to 100%. on the tour operator and retail SITRONICS was delisted from business of Intourist. Thomas the London Stock Exchange Cook purchased a 50.1% stake for on August 23, 2012 Sistema buys a 49% stake in NK a total of US$ 45 million. Later, RussNeft in a transaction worth Thomas Cook increased its stake less than $100 million. in the JV to 75%. Sistema sells power generation assets of Bashkirenergo to Inter RAO UES for RUB 11.2 billion. Sistema sells 24.4% of MGTS to MTS for RUB 10.56 billion, completing consolidation of its telecom assets. Sistema and Louis-Dreyfus family members form a farming joint venture in Russia. The JV combines both parties’ Sistema makes its first invest- agricultural assets, totalling ments in the agricultural sector by approximately 90,000 hectares. acquiring a 100% stake in Don- skoe for RUB 476.5 million and a 100% stake in First Cavalry Army Stud Farm for RUB 303 million. Both land clusters are located in the Rostov Region with a com- bined land of 39,000 hectares. 6 ABOUT COMPANY PRESIDENT’S SPEECH STRATEGIC REVIEW OUR INVESTMENTS KEY EVENTS 2013 2014 Sistema sells its 49% stake in NK In April 2014, Sistema acquired Sistema expands its footprint in RussNeft for US$ 1.2 billion. a 10.8% stake in OZON for US$ the retail sector. In October 2014, 75 million. MTS also acquired a Sistema buys a 40% stake in the 10.8% stake at the same price. holding company which owns the assets of Concept Group, Sistema acquires 51% of one of the leaders in the Russian Business-Nedvizhimost, which retail clothing market in terms of owns 76 properties with a total In July 2014, Sistema pays revenue growth, in a transaction area of 178,000 sq m, from MGTS- RUB 19.9 billion in dividends. This worth about RUB 1 billion. The Nedvizhimost for RUB 3.2 billion. translates to a dividend yield of documents signed provide for an Later, Sistema purchased the around 5% as of the payout date. option for Sistema to increase remaining 49% for RUB 3.1 billion. its shareholding in Concept Group to the controlling level within three years. MTS-Bank issues additional shares for RUB 13.1 billion. Sistema purchased 2,474,818 ordinary shares for RUB 9.46 billion. MTS purchased 952,000 ordinary shares Sistema begins investment in for RUB 3.64 billion. Sistema invests in oil service forestry and pulp and paper assets by acquiring 100% of industries.
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