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Annual report 2016 About the company JSC ALROSA (“The Company”, “ALROSA”) is a Russian P partially state-owned diamond mining company. ALROSA is the industry leader that accounts for one third of the reserves and more than a quarter of the production of the global rough diamond market. PJSC ALROSA has a long and successful history of development, the foundation of the first industrial diamond mining was laid 60 years ago in 1957. PJSC ALROSA pursues a single-product strategy with a focus on rough diamond exploration and production as the most attractive and high-margin segment of the rough diamond industry. In 2016, PJSC ALROSA and its subsidiaries (“the Group”, “ALROSA Group”) produced 37.4 million carats of rough diamonds, sales revenue increased by 41.2% compared to 2015 and amounted to RUB 317.1 billion. At the end of the year, the rough diamond segment accounted for more than 92% of consolidated revenue. The core activities of PJSC ALROSA are concentrated in two regions of the Russian Federation, namely the Republic of Sakha (Yakutia) and the Arkhangelsk Region, as well as on the African continent. ALROSA ANNUAL REPORT 2016 TABLE OF CONTENTS TABLE OF CONTENTS i vi STRATEGIC REPORT 6 SUSTAINABLE DEVELOPMENT 154 Key events and performance indicators for 2016 8 Principles of sustainable development 156 Core activity global reach 10 Staff 158 History of the Company 12 Environment 166 Address by the Chairman of the Supervisory Board 14 Social investments 169 Address by the President 16 Business model 18 Mission and strategy 20 Market 24 vii FINANCIAL STATEMENTS 174 ii OPERATING ACTIVITIES 32 viii ANNEXES 190 Reserves and exploration operations 34 Diamond mining and ore processing 43 Disclaimer 192 Sales and marketing 48 Glossary 193 Cutting and sale of polished diamonds 53 Information on subsidiaries and affiliates 194 Business Efficiency Improvement 56 List of local regulatory documents 198 International activities 68 Audit Reports 200 4 Other activities 69 Registrar’s details 204 5 Accounting Records 205 Information on licenses 215 Summary data on the results of sales of rough diamonds and polished diamonds 222 iii Information on disposal of non-core assets 225 FINANCIAL RESULTS 70 Performance of instructions 252 Information on major transactions and interested party transactions 259 Compliance with the Corporate Governance Code 270 Report of the Auditing Committee 288 iv Contacts 292 RISK MANAGEMENT SYSTEM 78 About the company 293 Information on investments with the expected level of income exceding 10% per year 296 v Information on pending court proceedings 297 CORPORATE GOVERNANCE 88 Corporate governance principles 90 Competencies of governing bodies 98 General Meeting of Shareholders 99 Supervisory Board 100 President and Executive Committee 130 Corporate Secretary 137 Internal control and audit 139 Disclosure of information 143 Information for investors and shareholders 146 ALROSA ANNUAL REPORT 2016 ALROSA ANNUAL REPORT 2016 I | STRATEGIC REPORT I | STRATEGIC REPORT I 6 strategic report 7 ALROSA ANNUAL REPORT 2016 ALROSA ANNUAL REPORT 2016 I | STRATEGIC REPORT I | STRATEGIC REPORT Key events ↑ EBITDA ↑ and performance EBITDA margin indicators 55.6% 176.4 (+2.8%) for 2016 RUB bn (+48.9%) Key Events Rough diamond Record-breaking Debt load reduction Growth of ALROSA Successful privatization Reaching the design Putting into operation Starting the development production by consolidated profit — (net debt/EBITDA) to Group rough diamond of a part of the Company’s capacity by Mir the 2nd stage of the of a new primary ALROSA Group — reserves to shareholding belonging underground mine — fifth start-up section diamond deposit — 133.5 (4.1х) 0.6х (-1.1х) to the Russian Federation extraction of of Internatsionalny Zarya pipe 37.4 (-2.4%) RUB bn 58.4 million carats mn carats (10.9%), on the Moscow 1 underground mine Exchange mn tons of ore 95% in Russia, 8 29% worldwide 9 Investment agreement Beginning of techno- We obtained the right We obtained the cer- Vice President, PJSC ALROSA Higher National with the Ministry for logical passage and to explore and extract tificate of compliance PJSC ALROSA , joined the Responsible corporate the Development of the infrastructure facilities diamonds from deep ho- confirming the imple- became head Jewellery Council (RJC) governance rating — Russian Far East regard- construction at the rizons of the Yubileynaya mentation and main- of the World 7++ ing the development of Verkhne-Munskoye pipe and diamonds on the tenance of the social Diamond Council the Verkhne-Munskoye deposit Lyaseger-Yuryakh creek responsibility manage- “Developed Corporate diamond deposit — the ment system (SRMS) Governance Practice” total volume of invest- ment amounts to 63.0 RUB bn ↑ As of January 01, 2017, the reserves according ↑ Capital investments ↑ Record dividends for 2015 to State Reserves Committee amounted to ↑ ↑ ↑ ↑ Sales of rough diamonds Social expenses Revenue Net cash flow 40.0 6.5 317.1 111.4 1,152.8 mn carats (+33.2%) RUB bn (+19.9%) 31.8 RUB bn (+41.2%) RUB bn (2.7x) 15.4 mn carats (+4.1%) RUB bn (-7.3%) BUB bn (+42.2%) ALROSA ANNUAL REPORT 2016 ALROSA ANNUAL REPORT 2016 I | STRATEGIC REPORT I | STRATEGIC REPORT Core activity global reach 3 Moscow, Russian Federation Udachny, Russia 3 United Selling Organization (USO) Udachny Mining and Processing Division 4 of ALROSA headquarters 2 4 DIAMONDS ALROSA branch 6 2 2 Arkhangelsk, Russia Nakyn, Russia PJSC Severalmaz Nyurba Mining and Processing Division 2 Nyurba, Russia 1 2 PJSC Alrosa-Nyurba Aikhal, Russia 1 Amakinskaya Exploration Expedition 2 Aikhal Mining and Processing Division 5 Antwerp, Belgium ALROSA Belgium 2 3 6 Yakutsk, Russia 4 6 2 10 4 JSC Almazy Anabara 11 Orel, Russia 2 JSC Nizhne-Lenskoye 5 Orel-ALROSA LLC Barnaul, Russia 3 YAPTA Company branch LLC DIAMONDS ALROSA New York, USA 7 Vladivostok, Russia Arcos USA Inc. 1 2 3 Mirny, Russia 1 Botuobinskaya Exploration Expedition 1 Mirny Exploration Expedition Geographic location 2 Mirny Mining and Processing Division 3 Business Unit — Kommeral Company 1 Exploration subdivisions 2 Diamond mining 4 7 Luanda, 3 Sales units Angola 4 Catoca Ltd. Mining Company 4 Manufacture of polished diamonds 7 Alrosa Africa branch in Angola 5 5 Foreign trading companies Dubai, UAE Arcos East DMCC 6 Representative offices 5 7 Branches Ramat GAN, Israel ALROSA Israel ltd 5 HONG KONG, People’s Republic of China ALROSA Hong Kong ltd ALROSA ANNUAL REPORT 2016 ALROSA ANNUAL REPORT 2016 I | STRATEGIC REPORT I | STRATEGIC REPORT History of the Company 1957 1960 1975 1986 1991 2003 2011 Yakutalmaz Trust Aikhal pipe was Yubileynaya pipe Aikhal Mining and Mirny Mining and Processing plant No. 16 The type of the Company was changed from closed was created, discovered. was discovered. Processing Division Processing Division at the Nyurbinskaya joint stock company to open joint stock company. processing plant was established. was established. pipe was commissioned. Shares of OJSC ALROSA were admitted to trading No. 1 produced 1966 1976 Nyrba Mining and on the stock market. The Agreement for social and industrial rough 1992 Processing Division economic development of the Republic of Sakha diamonds for First rough diamonds First stage facilities was launched. (Yakutia) was concluded. the first time. produced at processing of Udachny MPD Closed Joint plant No. 3 in Mirny. were put in operation. Stock Company 2005 2012 (CJSC) ALROSA 1967 1978 was established. Diamond production Botuobinskaya kimberlite pipe mining 12 by PJSC Severalmaz was commenced. 13 The Udachny mine Mirny Geological 1997 was launched in was created, pro- Exploration Expedition Arkhangelsk Region. 2013 cessing plant No. 11 was established. First rough diamonds produced first rough were produced at 2009 Stage 3 of Aikhal underground mine was diamonds. the plant of Catoka commissioned. JSC Nizhne-Lenskoye became Ltd. Mining Company Mir underground part of ALROSA Group. Shares of OJSC ALROSA (joint venture) in the mine was launched. were placed on the Moscow Exchange. Republic of Angola. Commencement of stripping works 2014 at Karpinskogo-1 pipe in Arkhangelsk Region. Stage 2 facilities of the processing plant of PJSC Severalmaz were commissioned. 2015 ALROSA started mining the Botuobinskaya pipe of the Nyurba MPD. Completion of open-pit mining of Udachnaya pipe. 2016 ALROSA starts the development of a new primary diamond deposit Zarya at Aikhal Mining and Processing Division. Secondary public offer of shares of PJSC ALROSA on the Moscow Exchange was completed. Verkhne-Munskoye deposit development started. Eurasian Diamond Center was launched in Vladivostok. ALROSA ANNUAL REPORT 2016 ALROSA ANNUAL REPORT 2016 I | STRATEGIC REPORT I | STRATEGIC REPORT Address by the Chairman of the Supervisory Board 14 15 Dear shareholders and investors, In 2016, ALROSA consolidated its the Regulations on Remuneration to In the past year, the Company continued to im- float and emergence of large foundations from status as a world leader in rough di- the President and members of the plement the general strategy approved by the the Middle East, Europe and Russia in the amond production. High operation- ALROSA Executive Committee taking Supervisory Board. ALROSA not only imple- structure of shareholders made it possible to al efficiency, financial performance into account changes in the Compa- ments the largest investment projects aimed increase liquidity and attract attention of the and profitability for shareholders ny’s KPIs. at expanding the resource base, reconstructs increasing number of institutional investors to became possible thanks to skillful On October 25, 2016, the Russian production facilities, but also effectively solves the Company. Shares privatization proved that actions of the management team in Institute of Directors performed reas- social development issues and actively partic- an accredited Russian company is of interest to difficult macroeconomic conditions. sessment of the Company’s corporate ipates in the public life in Yakutia. investors even under the conditions of turbulent As a result, by the end of the year, governance according to the updated ALROSA continues contributing to the devel- financial market.
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