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Presented by: VTB Bank, Custody

July 16, 2020 Issue No. 2020/27

Market News

Foreigners sell RUB 66.7 bln Russian shares in June 2020 On July 10, 2020 the central bank said that net sales of Russian companies’ shares by non-residents and subsidiaries of foreign firms stood at RUB 66.7 bln in June and RUB 36.9 bln in May. Other participants of the market performed purchases including systemically important credit organizations, which acquired RUB 24.4 bln of shares in May and RUB 52.6 bln of shares in June. Purchases of shares by non-credit financial organizations and non-systemic banks amounted to RUB 26.6 bln in the two months.

Economy

Nabiullina says central bank has room for further reduction of key rate On July 13, 2020 Chairwoman Elvira Nabiullina said that the Russian central bank had the possibility of further reducing the key rate. In June, the regulator reduced the key rate by 1 percentage point to 4.5% annually, setting a new record. Nabiullina also said that the central bank had no plans to redenominate the ruble. She added that Russian banks restructured loans worth RUB 4.3 tln since the beginning of the pandemic. The central bank eased some regulations that allowed banks to restructure loans under credit holidays and under individual programs without creating additional reserves. Russia’s mortgage lending slowed during the pandemic, but has already started returning to growth. Around half of the new mortgage loans were issued under the preferential program. Nabiullina also said the central bank does not expect a deficit of liquidity of Russian banks in the near future.

Moscow Exchange: Ruble falls 43.12 kopecks to RUB 71.23 per USD On July 16, 2020 the weighted average rate of the Russian ruble with tomorrow settlement fell 43.12 kopecks against the USD to RUB 71.2310. On July 15, the weighted average rate stood at RUB 70.7998 against the dollar.

Legislation

Individuals staying in Russia in 2020 may become tax residents On July 16, 2020 Finance Minister Anton Siluanov stated that individuals who stayed 90–182 days in Russia in 2020 may become local tax residents. He stated that the Ministry suggested adding to the bill a provision that individuals who stayed on the territory of Russia 90–182 days in 2020 can declare themselves tax residents of Russia in 2020 on the basis of an application submitted to the tax authority. Later in the day, Siluanov said that the government has approved corresponding amendments to the Tax Code seeking to reduce the minimum term for presence of an individual in Russia if they want to obtain tax residence in the country to 90 days from 183 days for 2020. In October 2019, the ministry offered reduction of the minimum necessary amount of days that a person has to stay in Russia to be acknowledged as a tax resident to 90 days from 182 days in order to stimulate investment. But in February 2020, Deputy Finance Minister Alexei Sazanov said that the ministry had postponed the idea as no requests for that had come from the business community.

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Company News

Russian Railways says sells RUB 32.1 bln of shares to government On July 9, 2020 it was reported that Russian Railways finished RUB 32.1 bln shares issue in favor of the government. A spokesperson for the company said earlier that it would place the shares to get financing for development of the Central Transport Hub.

Uralkali owners' stakes grow after quasi-treasury stake cancellation On July 13, 2020 it was announced that the stakes of Rinsoco Trading and UralChem, the key shareholders of Russian fertilizer maker Uralkali, grew after cancellation of a quasi-treasury stake. The stake of Rinsoco Trading of Dmitry Lobyak grew to 53.71% of common shares in Uralkali from 23.21%, and the share of capital owned by the businessman is now 53.63%. The stake of UralChem of Dmitry Mazepin grew to 46.29% from 19.99999%. Uralkali merged with affiliate Uralkali-Tekhnologiya that owned a 56.22% quasi- treasury stake in the parent holding, on June 30.

Rosneft buys back 721,101 securities for USD 3.7 mln on July 6–10, 2020 On July 13, 2020 it was stated that Russian oil major Rosneft bought back 721,101 shares and global depositary receipts (GDRs) for USD 3.7 mln on July 6–July 10. The company bought 200,000 common shares and 521,101 GDRs. The weighted average price stood at USD 5.08 apiece. Since the launch of the USD 2 bln buyback program on March 23, the company bought back 38.802 mln securities for USD 166.9 mln.

HeadHunter’s board approves secondary listing in On July 13, 2020 the board of directors of Russian online recruiting service HeadHunter approved a secondary listing of the company’s American depositary shares (ADSs) on the Moscow Exchange. The board approved the listing “with the aim to expand the company’s investor base, including Russian investors who are not present on the Nasdaq Global Select Market.” Considering the time required for the preparation and registration process, and, subject to approval by the Moscow Exchange, trading of the company’s ADSs on the Moscow Exchange is expected to commence in the beginning of the fourth quarter of 2020. Quotation and settlement will be in Russian rubles.” HeadHunter started trading on the Nasdaq floor in May 2019 and closed at USD 21.03 on July 10.

RUSAL suggests change top management On July 14, 2020 it was reported that Russian aluminum giant UC suggested that metals giant Norilsk Nickel change its top management. The company presented the board of directors of Norilsk Nickel with a proposal to accept a resolution demanding that , as the managing partner, changes the management team, relocates the company headquarters to Norilsk and overhauls corporate policies towards environmental and safety issues. RUSAL is concerned with a series of ecological disasters that happened over the past month because of Norilsk Nickel’s negligence. A fuel tank at Norilsk-Taimyr Energy Company, part of Norilsk Nickel group, lost pressure on May 29 and leaked out 21,000 tonnes of fuel and lubricants into the river Ambarnaya, causing a fire. The Federal Service for Natural Resources Oversight assessed the damage inflicted on the environment by the spill at RUB 147.7 bln earlier in July, but Norilsk Nickel disputed the amount of damage. Also in June, the Investigative Committee launched an investigation into illegal dumps of technical water by the Talnakh concentrator plant of Norilsk Nickel. The metals giant conducted its own investigation, discovered two events of unsanctioned dumps of technical water by the plant, and it fired the management of the plant on July 13.

Safmar sends buyout offer to minority holders at RUB 534.33 per share On July 14, 2020 Safmar Financial Investments, a financial vehicle of Safmar group of tycoon , sent a mandatory buyout offer to the minority shareholders at RUB 534.33 per share. The offer covers 15 mln shares, or 13.47%, and is valid through September 21. By June, the holding’s financial unit Weridge Investments Limited, a buyback program operator, and other units had consolidated over 50% of Safmar group’s shares. As of June 3, Weridge Investments Limited held 42.5%, private pension fund Safmar 9.21%, and insurer VSK 1.71%.

Government approves raising Russian Agricultural Bank capital by RUB 20 bln On July 14, 2020 the state, the sole shareholder of Russian Agricultural Bank, approved raising the bank’s charter capital by RUB 20 bln to RUB 459.483 bln. The bank will sell 20,000 new common shares to the state in a private offering to raise the funds.

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Moscow Exchange to suspend trade in TransContainer shares from July 20, 2020 On July 14, 2020 it was reported that the Moscow Exchange would suspend trade in the shares of Russian container shipping company TransContainer, pharmaceutical holding Protek, and Mosoblbank from July 20 due to reception of the issuers’ buyout offers.

Global Ports says appoints executive Likholyot as CEO On July 15, 2020 it was stated that Russian stevedore company Global Ports appointed Albert Likholyot, managing director of several affiliates, as CEO. Likholyot will replace Vladimir Bychkov.

Magnit says Ivanov replaces Milinova as acting CFO On July 15, 2020 it was reported that Yelena Milinova, CFO of Russian retailer Magnit, would leave the company to be replaced by Dmitry Ivanov as acting CFO. Ivanov had been a deputy CFO in retailer Lenta for 10 years before coming to Magnit in October 2019 and getting a position of director for controlling.

Nordgold outbids Shandong Gold for shares in Cardinal Resources On July 15, 2020 it was announced that gold producer Nordgold, controlled by Russian tycoon Alexei Mordashov, made an offer to Australian gold producer Cardinal Resources to buy its remaining shares at AUD 0.66 per security, outbidding the offer of China’s Shandong Gold of AUD 0.6 per paper. In mid-March, Nordgold bought 19.9% in Cardinal Resources for AUD 0.43798 per paper. Judging by the offered price, Nordgold values Cardinal at AUD 347 mln, or USD 241 mln.

Petropavlovsk shareholder wants review of deals over 3 years On July 15, 2020 it was stated that Everest Alliance Limited, a minority shareholder of Russian gold producer Petropavlovsk Plc, demands that the company include an independent review of all deals and agreements for the past three years in the agenda of the next shareholder meeting. Further to an announcement made on July 10, 2020, that it had received a requisition from Everest Alliance Limited, the registered holder of 5% of Petropavlovsk PLC ordinary shares, the company received a further requisition from Everest. The requisition requests that a special resolution be proposed at a general meeting for the board “to commission an independent forensic investigation to review all transactions and arrangements entered into in the three years preceding the date of this resolution.” The investigation should cover the company, any of its subsidiaries or affiliates, IRC Limited and Kimkano-Sutarsky GOK and any of their subsidiaries or affiliates in which current or former managers of Petropavlovsk or IRC Limited or other affiliated people may have been interested. The board suggested choosing either Deloitte, or EY, or KPMG, or PwC for the investigation. The purpose of the forensic investigation is to determine if each such transaction or arrangement was carried out in the best interests of the company and to the benefit of its shareholders or otherwise. The independent forensic investigator shall provide a written report detailing its findings. The board shall promptly make available to the shareholders an unredacted copy of the forensic investigator’s report. Everest is currently suing Petropavlovsk in a London court demanding removal of a temporary board of directors of Petropavlovsk and arrangement of a new general meeting of shareholders.

Dividends/coupons Gazprombank's board recommends paying RUB 9 bln in 2019 dividends On July 10, 2020 the board of directors of Russia’s Gazprombank recommended paying RUB 9 bln in dividends for 2019, or RUB 15.36 per common share. No dividends are recommended for type A and type B preferred shares.

Gazprom confirms intention to pay 40% of IFRS profit in 2020 dividends On July 14, 2020 it was reported that Russian gas giant Gazprom retained a plan to pay 40% of the adjusted International Reporting Standards (IFRS) net profit in dividends for 2020. The (dividend) payment target for 2020 is 40% of the adjusted IFRS net profit.

Government decides against dividends payments for 2019 by Promsvyazbank On July 14, 2020 the Russian government decided against payment of dividends for 2019 by Promsvyazbank to ensure crediting of the defense industrial complex. The government created a bank to handle defense order contracts in the conditions of Western sanctions on the basis of Promsvyazbank, which was bailed out by the central bank from December 2017 through May 2018.

Polyus board recommends RUB 244.75 per share in final dividends for 2019 On July 15, 2020 the board of directors of Russian gold producer recommended paying RUB 244.75 per share in final dividends for 2019. The shareholders will consider the recommendation at an annual

3 general meeting to be held in absentia on August 28. Polyus paid RUB 147.12 per share in final dividends for 2018. Tycoon Said Kerimov is the main owner of Polyus.

Eurobonds / DRs Globaltrans buys back 42,439 GDRs from July 6 through July 10, 2020 On July 13, 2020 it was reported that Russian rail cargo operator Globaltrans bought back 42,439 Global Depositary Receipts (GDRs) from July 6 through July 10. The company plans to acquire up to 5% of its charter capital during a year starting from May 12, 2020.

RUSAL to buy back USD 150 mln Eurobonds maturing in 2022, 2023 On July 13, 2020 it was announced that Russian aluminum producer UC RUSAL plans to buy out back up to USD 150 mln dollar-denominated Eurobonds of two issues maturing in 2022 and 2023. The buyback price was set at USD 1,016 apiece for the Eurobonds maturing in 2022 and USD 1,028.5 apiece for the Eurobonds maturing in 2023. Both the issues were placed in 2017.

Rusagro says CEO Basov buys 44,000 GDRs of company in June 2020 On July 14, 2020 it was stated that Maxim Basov, CEO of Russian agricultural holding Rusagro, bought 44,000 global depositary receipts (GDRs) of Rusagro’s holding company Ros Agro Plc in June. On July 13, the price of GDRs on the London Stock Exchange amounted to USD 9.18 per security translating into the price of the stake that Basov bought of USD 403,900. Rusagro’s shareholder equity is split into 27.333 mln shares, and one GDR equals five shares. The family of Vadim Moshkovich owns about 71.9% in Rusagro excluding the treasury stake.

HeadHunter says placing shares at USD 20.25 at public offering On July 16, 2020 Russian leading online recruitment service HeadHunter has priced an offer of 5,000,000 American depositary shares (ADSs), each representing one ordinary share, offered by ELQ Investors VIII Ltd., an investment vehicle associated with Goldman Sachs Group at a public offering price of USD 20.25 per share. The selling shareholder also granted the underwriters a 30-day option to purchase up to an additional 750,000 ADSs at the public offering price. HeadHunter will not receive any of the proceeds from the sale of the ADSs being offered by the selling shareholder and will bear the costs associated with the sale of such ADSs, other than the underwriting discounts. The offering is expected to close on July 20 subject to customary closing conditions. Goldman Sachs & Co., Morgan Stanley & Co., Credit Suisse Securities (USA), and VTB Capital are acting as joint book running managers for the offering of the ADSs.

Please be advised that the information presented in this newsletter is based on the following sources: National Settlement Depository (NSD); Clearstream Banking; Euroclear Bank; PRIME-TASS information agency; “Kommersant”, "Rossiyskaya Gazeta”, “Izvestiya, "Vedomosti”, “The Moscow Times“ newspapers, and others.

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