INFORMATION ON THE AGENDA
INFORMATION ON THE AGENDA OF ROSTELECOM ANNUAL GENERAL SHAREHOLDERS’ MEETING ON RESULTS OF 2012
Item 1: Approval of the Company’s annual report. The annual report of OJSC Rostelecom for 2012 is attached as Appendix 1 hereto.
Item 2: Approval of the Company annual financial statements including profit and loss statement (profit and loss account). The following documents are attached hereto as Appendix 2: the auditor’s opinion of the Company's auditor, ZAO KPMG, regarding accounts of OJSC Rostelecom for 2012; the Company’s RAS financial statements for 2012; an excerpt from the minutes of the Audit Committee of the Company’s Board of Directors with statement regarding the opinion of the independent audit company ZAO KPMG on Rostelecom’s financial statements, and the report of the Audit Commission of the Company regarding the audit of the Company’s 2012 financial and operating activities.
Item 3: Approval of the distribution of the Company profit upon results of the year 2012. Based on Rostelecom 2012 operations the Board of Directors of the Company recommended distribution of the Company profit upon the results of 2012 reporting year as follows: . RUB 24,505,824,465.21 to be allocated to increase the Company’s equity; . RUB 8,168,569,327.86 to be distributed as dividends on the Company shares for the year 2012, including: – to pay dividend for type A preference shares of the Company for the year 2012 in the amount of RUB 4.1022 per share; – to pay dividend for ordinary shares of the Company for the year 2012 in a monetary form in the amount of RUB 2.4369 per share; To determine that payments of dividend to persons included in the list of shareholders entitled to receive dividend as on April 30, 2013 shall be performed according to the information about the means of receiving dividend provided by registered persons to the Company Registrar. Pursuant to applicable laws of the Russian Federation and the Charter of the Company, shareholders who were recorded in the register of shareholders as on April 30, 2013, i.e. on the date of making a list of persons eligible to participate in the Annual General Shareholders' meeting on results of the Company's activities in 2012 shall be entitled to receive dividends for 2012.
Item 4: Election of the Board of Directors of the Company. The following proposals to nominate candidates for elections to Rostelecom’s Board of Directors were submitted to Rostelecom’s Board of Directors in accordance with the timeframe specified by applicable laws of the Russian Federation: – by OJSC Svyazinvest owning in total 45.29% of the voting shares of OJSC Rostelecom as on March 1, 2013 (the date of the submitted proposal) to nominate: 1. Ruben Aganbegyan; 2. Valentina Veremyanina; 3. Dmitry Gurevich; 4. Mikhail Zadornov; 5. Sergei Kalugin; 6. Yury Kudimov; 7. Sergei Kulikov; 8. Oleg Malis; 9. Vadim Semenov; 10. Dmitry Strashnov; 11. Evgeny Yuryev.
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– by State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” owning 2.45% of the voting shares of OJSC Rostelecom as on February 27, 2013 (the date of the submitted proposal) to nominate 12. Yury Kudimov. – by Red Hand Investments Limited and Stotter Limited owning 2.84% of the voting shares of OJSC Rostelecom as on February 6, 2013 (the date of the submitted proposal) to nominate 13. Denis Kulikov. – by the Russian Federation acting by the Federal Agency for State Property Management, owning 7.43% of the voting shares of OJSC Rostelecom as on March 1, 2013 (the date of the submitted proposal) to nominate: 14. Mikhail Alexeev; 15. Sergei Kulikov; 16. Vadim Semenov. – by LLC MOBITEL owning 4.64% of the voting shares of OJSC Rostelecom as on March 1, 2013 (the date of the submitted proposal) to nominate: 17. Vladimir Bondarik; 18. Yury Voytsekhovsky; 19. Anton Zlatopolsky; 20. Elena Kataeva; 21. Nikolai Kudryavtsev; 22. Alexei Malinin; 23. Boris Nemsic; 24. Alexander Provotorov; 25. Ivan Rodionov; 26. Vadim Semenov. – by OJSC Gazprombank owning 10.07% of the voting shares of OJSC Rostelecom as on February 28, 2013 (the date of the submitted proposal) to nominate: 27. Sergei Azatyan; 28. Pavel Kuzmin; 29. Anatoly Milyukov; 30. Alexander Pchelintsev; 31. Artem Obolensky; 32. Arkady Rotenberg; 33. Nikolai Sabitov; 34. Ashot Khachaturyants; 35. Evgeny Roitman. Agreement of all the candidates to be nominated is available. Thus, the list of candidates for the elections to the Board of Directors includes the following individuals:
1) Sergei Azatyan, Managing Director, Moscow Representative Office of MarCap Investments Group Limited. Mr. Azatyan was born in 1979. He graduated from the Russian Government’s Financial University. The table below provides the list of positions Mr. Azatyan held in the recent 5 years and his currently held position(s):
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Period Organization Position 2007 – 2009 LLC Marshal Consulting Investment Head Representative Office of LLC MarCap Advisors 2009 – 2011 Managing Director Ltd. in Moscow Mayak real Estate Limited, a company limited 2009 – present Member of the Board of Directors by shares (Cyprus) Representative Office of LLC MarCap Managing Director, Member of the 2011 – present Investments Group Limited in Moscow Board of Directors 2012 – present GT Gettaxi Limited Member of the Board of Directors 2012 – present OJSC Rostelecom Member of the Board of Directors 2012 – present ZAO NVision Group Member of the Board of Directors As on December 31, 2012, neither Mr. Azatyan, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Azatyan, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Azatyan – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
2) Ruben Aganbegyan, General Director of OTKRITIE Financial Corporation Mr. Aganbegyan was born in 1972. He graduated from the Moscow State Academy of Law. The table below provides the list of positions Mr. Aganbegyan held over the past 5 years and his currently held position(s): Period Organization Position 2007 – 2009 IK Renaissance Capital, Russia General Director LLC Renaissance Investment 2009 – 2009 Chairman of the Management Board Management 2009 – 2010 IK Renaissance Capital President 2010 – 2012 ZAO MICEX President 2012 – present OTKRITIE Financial Corporation General Director As on December 31, 2012, neither Mr. Aganbegyan, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Aganbegyan, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Aganbegyan – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for
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bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
3) Mikhail Alexeev, Chairman of the Management Board, ZAO UniCredit Bank Mr. Alexeev was born in 1964. He graduated from Moscow Institute of Finance The table below provides the list of positions Mr. Alexeev held over the past 5 years and his currently held position(s): Period Organization Position President and Chairman of the Management 2006 – 2008 LLC Commercial Bank Rosprombank Board 2008 – present ZAO UniCredit Bank Chairman of the Management Board As on December 31, 2012, neither Mr. Alexeev, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Alexeev, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Alexeev – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
4) Vladimir Bondarik, General Director, OJSC Giprosvyaz Mr. Bondarik was born in 1957. In 1980 he graduated from the Moscow Institute of Physics and Technology where he specialized in radio-electronic devices and obtained the qualification of an engineer-physicist. The table below provides the list of positions Mr. Bondarik held in the recent 5 years and his currently held position(s): Period Organization Position Deputy General Director, Managing 2005 – 2008 LLC RoilSystems Director, General Director 2008 – 2009 LLC Roilcom General Director 2009 – present OJSC Rostelecom Member of the Board of Directors Deputy General Director, Member of the 2009 – 2011 OJSC Svyazinvest Management Board Ministry of Telecom and Mass Advisor to Minister of Telecom and Mass 2009 – present Communications of the Russian Communications of the Russian Federation Federation on a voluntary basis 2010 – 2011 OJSC Svyazintek Member of the Board of Directors 2010 – 2011 OJSC RTComm.RU Member of the Board of Directors 2010 – 2011 OJSC Rostelecom Chairman of the Board of Directors 2010 – present OJSC Vitanet Chairman of the Board of Directors General Director, 2011 – present OJSC Giprosvyaz Chairman of the Management Board
As on December 31, 2012, neither Mr. Bondarik, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies.
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As on December 31, 2012, neither Mr. Bondarik, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Bondarik: – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
5) Valentina Veremyanina, Executive Director, Director of Corporate Management and Legal Department of OJSC Svyazinvest Ms. V. Veremyanina was born in 1966. In 1988 she graduated from Voronezh State University specializing in law. The table below provides the list of positions Ms. Veremyanina held over the past 5 years and her currently held position(s): Period Organization Position Executive Director – Head of the Department of Corporate Management and Legal Support, Head 2006 – present OJSC Svyazinvest of the Department of Corporate Management and Legal Support, Deputy Head of the Department of Corporate Management and Legal Support 2010 – present OJSC Svyazinvest Member of the Management Board 2008 – 2011 OJSC Uralsvyazinform Member of the Audit Commission 2007 – 2010 OJSC Dalsvyaz Member of the Audit Commission 2011 – present OJSC GIPROSVYAZ Member of the Board of Directors 2011 – present OJSC Central Telegraph Member of the Board of Directors 2011 – present ZAO Sky Link Member of the Board of Directors OJSC Southern 2005 – 2007 Member of the Board of Directors Telecommunication Company OJSC Southern 2008 – 2011 Member of the Board of Directors Telecommunication Company 2010 – 2011 OJSC North-West Telecom Member of the Board of Directors 2009 – 2011 ZAO NSS Member of the Board of Directors 2009 – 2011 ZAO Eniseitelecom Member of the Board of Directors 2011 – present OJSC Rostelecom Member of the Audit Commission 2011 – present OJSC ORK Member of the Board of Directors 2011 – 2011 ZAO MTs NTT Member of the Board of Directors 2011 – 2011 OJSC OK Orbita Member of the Board of Directors 2011 – 2011 ZAO RPK Svyazist Member of the Board of Directors 2012 – present OJSC Chukotkasvyazinform Chairman of the Board of Directors 2011 – 2013 NP RID Member of the Partnership Board As on December 31, 2012, neither Ms. Veremyanina, nor any her family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Ms. Veremyanina, nor any her family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Ms. Veremyanina: – had no relatives among persons who are members of the Company governing bodies and/or members 5 INFORMATION ON THE AGENDA
of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against her for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
6) Yury Voytsekhovsky, Chairman of the Board of Directors, Astor Capital Group Mr. Voytsekhovsky was born in 1966. He graduated from Copenhagen University. The table below provides the list of positions Mr. Voytsekhovsky held over the past 5 years and his currently held position(s): Period Organization Position 2006 – 2010 ZAO Standart Bank Member of the Board of Directors 2010 – 2011 OJSC Astrakhan Airport Member of the Board of Directors 2010 – 2012 OJSC Russian Fuel Company Member of the Board of Directors 2011 – present Russian Public Opinion Research Center Chairman of the Board of Directors 2011 – present OJSC Arkhangelsk Airport Chairman of the Board of Directors 2013 – present JSC BTA Bank Member of the Board of Directors n/a – present Astor Capital Group Chairman of the Board of Directors As on December 31, 2012, neither Mr. Voytsekhovsky, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Voytsekhovsky, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Voytsekhovsky: – had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; – faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; – did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
7) Dmitry Gurevich, Director for Communications and Information Technologies, OJSC Federal Grid Company Unified Energy Systems Mr. Gurevich was born in Moscow in 1971. He graduated from the Prof. Bonch-Bruevich Leningrad Electro- Technical Institute of Communications (LEIC), where he specialized in radio engineering. The table below provides the list of positions Mr. Gurevich held over the past 5 years and his currently held position(s):
Period Organization Position OJSC Federal Grid Company Telecommunications and IT Director, 2008 – present Unified Energy Systems Member of the Management Board
As on December 31, 2012, neither Mr. Gurevich, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Gurevich, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and
6 INFORMATION ON THE AGENDA dependent companies. As on December 31, 2012, Mr. Gurevich: - had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; - did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
8) Mikhail Zadornov, President, ZAO VTB-24 Mr. Zadornov was born in 1963. He graduated from Plekhanov Russian Academy of Economics, where he specialized in national economy planning, with a qualification of an economist. The table below provides the list of positions Mr. Zadornov held over the past 5 years and his currently held position(s): Period Organization Position 2005 – present ZAO VTB-24 President, Chairman of the Management Board
As on December 31, 2012, neither Mr. Zadornov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Zadornov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Zadornov: - had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; - faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; - did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
9) Anton Zlatopolsky, Director, State TV Company "TV Channel Russia" Mr. Zlatopolsky was born in Moscow in 1966. In 1988 he graduated from Lomonosov Moscow State University, Faculty of Law. Mr. Zlatopolsky holds a Ph.D. degree in Law. The table below provides the list of positions Mr. Zlatopolsky held over the past 5 years and his currently held position(s): Period Organization Position 2006 – present “TV-channel “Rossiya” Branch of FGUP VGTRK Director 2011 – present OJSC Rostelecom Member of the Board of Directors As on December 31, 2012, neither Mr. Zlatopolsky, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Zlatopolsky, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Zlatopolsky: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company;
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faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
10) Sergei Kalugin, President, OJSC Rostelecom Mr. Kalugin was born in 1966. He graduated from Lomonosov Moscow State University, Faculty of Economics The table below provides the list of positions Mr. Kalugin held over the past 5 years and his currently held position(s): Period Organization Position 2009 – 2012 OJSC National Telecommunications General Director President, Chairman of the Management 2013 – present OJSC Rostelecom Board
As on December 31, 2012, neither Mr. Kalugin, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Kalugin, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Kalugin: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
11) Elena Kataeva, Deputy General Director for Government Relations, OJSC Gazpromregiongaz Ms. Kataeva was born in 1956. She graduated from M.I. Kalinin Leningrad Polytechnical Institute with a qualification of an engineer-physicist. The table below provides the list of positions Ms. Kataeva held over the past 5 years and her currently held position(s): Period Organization Position 2004 – present OJSC Gazpromregiongaz Deputy General Director for Government Relations As on December 31, 2012, neither Ms. Kataeva, nor any her family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Ms. Kataeva, nor any her family member had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Ms. Kataeva: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against her for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities;
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did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
12) Yury Kudimov, General Director, LLC VEB Capital Mr. Kudimov was born in 1953. In 1979 he graduated from Lomonosov Moscow State University where he specialized in journalism. In 1998 Mr. Kudimov graduated from Dauling College (USA) where he received a Master degree in Banking and International Monetary Systems. The table below provides the list of positions Mr. Kudimov held over the past 5 years and his currently held position(s): Period Organization Position 2005 – 2008 JSCB NRBank (OJSC) President, Chairman of the Management Board 2006 – present ZAO BaltAvtoPoisk Member of the Board of Directors 2008 – 2009 JSCB NRBank (OJSC) Chairman of the Board of Directors 2010 – present LLC VEB Capital General Director 2010 – present OJSC Rostelecom Member of the Board of Directors 2011 – present OJSC Svyazinvest Member of the Board of Directors OJSC International Airport 2011 – present Member of the Board of Directors Sheremetyevo As on December 31, 2012, neither Mr. Kudimov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Kudimov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Kudimov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
13) Nikolai Kudryavtsev, Rector of Moscow Institute of Physics and Technology Mr. Kudryavtsev was born in 1950. He graduated from Moscow Institute of Physics and Technology specializing in physics and mechanics of chemical processes. The table below provides the list of positions Mr. Kudryavtsev held over the past 5 years and his currently held position(s): Period Organization Position 1997 – present Moscow Institute of Physics and Technology Rector As on December 31, 2012, neither Mr. Kudryavtsev, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Kudryavtsev, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Kudryavtsev: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and
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levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
14) Pavel Kuzmin, Director for Legal Matters, Representative Office of MarCap Advisors Limited in Moscow Mr. Kuzmin was born in 1981. In 2004 he graduated from Moscow State Institute of Foreign Relations (University) with the Ministry Foreign Affairs of the Russian Federation, where he specialized in law and received a qualification of an international lawyer with knowledge of foreign languages. The table below provides the list of positions Mr. Kuzmin held over the past 5 years and his currently held position(s): Period Organization Position Representative Office of Skadden, Arps, Slate, Maar & 2007 – 2011 Lawyer Flom, LLP in Moscow Representative Office of MarCap Investments Group 2011 – present Director for Legal Matters Limited in Moscow As on December 31, 2012, neither Mr. Kuzmin, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. The Company has no information whether Mr. Kuzmin or any his family member has any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, Mr. Kuzmin: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
15) Denis Kulikov, Executive Director, Investors' Rights Protection Association Mr. D. Kulikov was born in 1975. He graduated from the Moscow State Academy of Law. The table below provides the list of positions Mr. Kulikov held in the recent 5 years and his currently held position(s). Period Organization Position 2004 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2006 – 2008 OJSC OGK-5 Member of the Board of Directors 2007 – 2011 OJSC Moscow Unified Energy Company Member of the Board of Directors OJSC Interregional Distribution Grid Company 2007 – 2008 Member of the Board of Directors of the South 2007 – present OJSC OGK-2 Member of the Board of Directors 2007 – present Investors' Rights Protection Association Executive Director 2008 – 2011 OJSC North-West Telecom Member of the Board of Directors 2009 – 2011 OJSC Baikalwestcom Member of the Board of Directors 2009 – 2011 OJSC Unified Energy Company Member of the Board of Directors 2010 – 2011 OJSC Dalsvyaz Member of the Board of Directors 2010 – 2011 OJSC Uralsvyazinform Member of the Board of Directors
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2010 – 2011 OJSC CenterTelecom Member of the Board of Directors 2010 – 2011 OJSC VolgaTelecom Member of the Board of Directors OJSC Interregional Distribution Grid Company 2010 – present Member of the Board of Directors of the North-West OJSC Interregional Distribution Grid Company 2010 – present Member of the Board of Directors of the Volga As on December 31, 2012, neither Mr. D. Kulikov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. D. Kulikov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. D. Kulikov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
16) Sergei Kulikov, Chief of Staff with the General Director of the State Corporation Rostekhnologii Mr. S. Kulikov was born in 1976 and graduated from the University of Defense, with specialization in modern languages, the Russian President’s State Academy of Public Service, with specialization in public and municipal administration. The table below provides the list of positions Mr. S. Kulikov held over the past 5 years and his currently held position(s): Period Organization Position 2008 – present State Corporation Rostekhnologii Chief of Staff with the General Director
As on December 31, 2012, neither Mr. S. Kulikov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. S. Kulikov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Kulikov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
17) Alexei Malinin, Advisor to General Director, Gazprom-Media Holding Mr. Malinin was born in 1960. He graduated from the Theatre college of Arts and Technology and Moscow Institute of Radiotechnology, Electronics and Automation. The table below provides the list of positions Mr. Malinin held over the past 5 years and his currently held position(s):
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Period Organization Position FGUP Russian Television and Radiobroadcasting 2008 – 2010 General Director Grid Ministry of Telecom and Mass Communications of the 2010 – 2012 Deputy Minister Russian Federation 2012 – present OJSC Gazprom-Media Holding Advisor to General Director As on December 31, 2012, neither Mr. Malinin, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Malinin, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Malinin: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
18) Oleg Malis Mr. Malis was born in 1974. He graduated from Tsiolkovsky Moscow State Aviation Technology University, Faculty of System Engineering. The table below provides the list of positions Mr. Malis held over the past 5 years and his currently held position(s): Period Organization Position 2005 – 2010 Altimo Senior Vice President Congress of Jewish Religious Communities and 2011 – present President Associations of Russia
As on December 31, 2012, neither Mr. Malis, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Malis, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Malis: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
19) Anatoly Milyukov, Managing Vice President, Gazprombank Mr. Milyukov was in Moscow born in 1972. In 1994 he graduated from Lomonosov Moscow State University, Faculty of World Economy. In 2001 Mr. Milyukov graduated from Harvard Business School (MBA). The table below provides the list of positions Mr. Milyukov held over the past 5 years and his currently held position(s):
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Period Organization Position Managing Company ZAO Gazprombank – 2006 – present Member of the Board of Directors Asset Management 2006 – present OJSC Gazprombank Executive Vice President 2007 – present GBP Asset Management S.A. (Luxembourg) Member of the Board of Directors 2008 – present ZAO New Instrumental Solutions Member of the Board of Directors 2010 – 2011 OJSC Uralsvyazinform Member of the Board of Directors 2011 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2011– present OJSC Rostelecom Member of the Board of Directors 2011– present OJSC NTK Member of the Board of Directors As on December 31, 2012, neither Mr. Milyukov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Milyukov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Milyukov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
20) Boris Nemsic Mr. Nemsic was born in 1957. He graduated from Technical University in Sarajevo where he obtained the qualification of an electrical engineer. The table below provides the list of positions Mr. Nemsic held over the past 5 years and his currently held position(s): Period Organization Position 2006 – 2009 Telecom Austria Group General Director 2009 – 2010 OJSC Vimpelcom Chief Executive Director As on December 31, 2012, neither Mr. Nemsic, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Nemsic, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Nemsic: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
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21) Artem Obolensky, Deputy Chairman of the Management Board, OJSC SMP Bank Mr. Obolensky was born in 1975. He graduated from Kiev State University. The table below provides the list of positions Mr. Obolensky held over the past 5 years and his currently held position(s): Period Organization Position Deputy Chairman of the Management Board, 2005 – 2009 LLC SMP Commercial Bank Member of the Management Board 2008 – 2011 OJSC Rostopprom Member of the Board of Directors 2008 – present OJSC Invest Capital Bank Member of the Board of Directors 2009 – present OJSC Moscow Distillery Crystall Chairman of the Board of Directors Deputy Chairman of the Management Board, 2009 – present OJSC SMP Bank Member of the Management Board 2011 – present OJSC Mineral Fertilizers Member of the Board of Directors 2012 – present ZAO RusGazDobycha General Director
As on December 31, 2012, neither Mr. Obolensky, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. The Company has no information whether Mr. Obolensky or his family have any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, Mr. Obolensky: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
22) Alexander Provotorov Mr. Provotorov was born in 1974. In 1996 he graduated from Lomonosov Moscow State University specializing in law, where he received a qualification of a lawyer. The table below provides the list of positions Mr. Provotorov held over the past 5 years and his currently held position(s): Period Organization Office 2006 – 2008 LLC Marshall Capital General Director MarCap Advisors Limited, Moscow 2009 – 2009 Senior Managing Director Representative Office 2009 – 2009 ZAO PTT Member of the Board of Directors 2009 – 2010 OJSC MGTS Member of the Board of Directors 2009 – 2010 ZAO AKOS Chairman of the Board of Directors 2010 – present LLC MOBITEL Member of the Board of Directors 2009 – 2010 OJSC Svyazinvest First Deputy General Director 2009 – 2010 ZAO NSS Chairman of the Board of Directors 2010 - 2011 ZAO NSS Member of the Board of Directors 2009 – 2011 OJSC CenterTelecom Member of the Board of Directors 2009 – 2011 OJSC Uralsvyazinform Member of the Board of Directors 2009 – 2011 OJSC North-West Telecom Member of the Board of Directors 2009 – present OJSC Svyazinvest Member of the Management Board 2009 – present OJSC Rostelecom Member of the Board of Directors
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2009 – present OJSC Central Telegraph Member of the Board of Directors 2009 – present OJSC Rosinfocominvest Member of the Board of Directors 2009 – 2010 OJSC GIPROSVYAZ Chairman of the Board of Directors 2010 – 2011 ZAO AKOS Member of the Board of Directors 2011 – present OJSC Svyazinvest Member of the Board of Directors 2011 – 2011 OJSC NTC Chairman of the Board of Directors 2010 – present Non-State Pension Fund Telecom-Soyuz Member of the Board of the Fund General Director, President, 2010 – 2013 OJSC Rostelecom Chairman of the Board of Directors 2012 – present OJSC NTK General Director As on December 31, 2012, neither Mr. Provotorov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Provotorov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Provotorov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
23) Alexander Pchelintsev, General Director, Managing Company Gazprombank – Assets Management Mr. Pchelintsev was born in 1970. He graduated from Irkutsk Institute of National Economy, Ph.D. in Economics. The table below provides the list of positions Mr. Pchelintsev held over the past 5 years and his currently held position(s): Period Organization Position Deputy Head, Department of Trust 2006 - 2011 OJSC Gazprombank Assets Management, Head of Sales Managing Company ZAO Gazprombank 2011 – present General Director – Asset Management As on December 31, 2012, neither Mr. Pchelintsev, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. The Company has no information whether Mr. Pchelintsev or any his family member has any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, Mr. Pchelintsev: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted
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24) Ivan Rodionov, Chairman of the Board of Directors of OJSC Rostelecom Mr. Rodionov was born in 1953. In 1978 he graduated from Lomonosov Moscow State University where he specialized in national economy planning and received a qualification of an economist, specializing in synthetic planning. The table below provides the list of positions Mr. Rodionov held over the past 5 years and his currently position(s): Period Organization Position 1997 – 2006 AIG-Brunswick Capital Management Managing Director 2000 – present OJSC IBS Group Holding Member of the Board of Directors 2001 – 2011 OJSC North-West Telecom Member of the Board of Directors Professor, Chair of Enterprise 2003 – present State University Higher School of Economics Economy and Finance 2004 – 2006 AIG-Interros RCF Advisor Managing Director 2004 – present OJSC FosAgro Member of the Board of Directors 2005 – 2007 OJSC MGTS Member of the Board of Directors Member of the Board of Directors, 2005 – present OJSC Energo–Machine-building Alliance Chairman of the Board of Directors Professor, Chair of Finance and 2006 – present Russian State University of Humanities Credit 2009 – 2011 OJSC Rostelecom Member of the Board of Directors 2009 – present OJSC Svyazinvest Member of the Board of Directors 2009 – present OJSC IC Rusinvest Member of the Board of Directors 2011 – present OJSC Rostelecom Chairman of the Board of Directors 2011 – present OJSC Inter-Agency Analytical Center Member of the Board of Directors 2011 – present OJSC Afomos Member of the Board of Directors As on December 31, 2012, neither Mr. Rodionov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Rodionov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Rodionov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
25) Evgeny Roitman, Member of the Expert Board on Communications, Committee on Information Policy, Technologies and Communications of the RF State Duma. Mr. Roitman was born in 1966. He graduated from Moscow State Technological University STANKIN, Faculty of information and measurement technologies where he obtained a qualification of an electronics engineer. The table below provides the list of positions Mr. Roitman held over the past 5 years and his currently held position(s): Period Organization Position n/a – n/a IK Technoprom Chairman of the Board of Directors
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Committee on Information Policy, Technologies Member of the Expert Board on n/a – present and Communications of the State Duma of RF Communications
As on December 31, 2012, neither Mr. Roitman, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Roitman, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Roitman: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
26) Arkady Rotenberg Mr. Rotenberg was born in 1951. He graduated from P.F. Lesgaft Leningrad State University of Physical Culture. The table below provides the list of positions Mr. Rotenberg held over the past 5 years and his currently held position(s): Period Organization Position 2008 – present OJSC InvestCapitalBank Member of the Board of Directors 2008 – present LLC Judo Sports Club Yavara-Neva General Director 2008 – 2010 ZAO ORSI Member of the Board of Directors 2009 – present OJSC SMP Bank Chairman of the Board of Directors 2011 – present OJSC Mineral Fertilizers Member of the Board of Directors Autonomous Non-Profit Organization Chairman of the Board of Directors, 2012 – present United Ice Hockey Club Dynamo President As on December 31, 2012, neither Mr. Rotenberg, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Rotenberg, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012 Mr. Rotenberg had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of the Russian Federation was brought in and/or instituted against any such business.
27) Nikolai Sabitov, General Director, ZAO National Chemical Group The table below provides the list of positions Mr. Sabitov held over the past 5 years and his currently held position(s): Period Organization Position
17 INFORMATION ON THE AGENDA
2009 – n/a LLC RUSPROMDEVELOPMENT General Director 2009 – n/a OJSC NPV Engineering First Deputy General Director 2011 - n/a OJSC Svyazdorinvest Member of the Board of Directors 2011 - n/a LLC Gazprombureniye Member of the Board of Directors n/a – present ZAO National Chemical Group General Director As on December 31, 2012, neither Mr. Sabitov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Sabitov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012 Mr. Sabitov had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of the Russian Federation was brought in and/or instituted against any such business.
28) Vadim Semenov, General Director, OJSC Svyazinvest Mr. Semenov was born in 1965 in Leningrad. In 1987 he graduated from A. A. Zhdanov Leningrad State University St. Petersburg State University awarded with Order of Lenin and Labor Red Banner with a degree in Law. The table below provides the list of positions Mr. Semenov held over the past 5 years and his currently held position(s): Period Organization Position Head of Legal Division, Head of Legal 2003 – 2009 OJSC MegaFon Office, Director for Legal Matters, Deputy Director for Legal Matters Deputy General Director for Legal 2009 – 2009 OJSC Gazprom, Subsidiary ElectroGaz Matters and Corporate Relations Advisor to General Director, Deputy General Director for Corporate 2009 – 2010 OJSC Rostelecom Development, Vice President for Legal Matters and Corporate Governance 2009 – 2011 OJSC Rostelecom Member of the Management Board 2010 – 2011 ZAO Westelcom Member of the Board of Directors 2010 – 2011 ZAO GlobalTel Member of the Board of Directors 2010 – 2011 ZAO INCOM Chairman of the Board of Directors 2010 – 2011 Malachite Resort Member of the Board of Directors General Director, 2010 – present OJSC Svyazinvest Chairman of the Management Board 2010 – present ZAO Sky Link Chairman of the Board of Directors 2011 – present OJSC MMTS-9 Chairman of the Board of Directors 2011 – 2011 OJSC Central Telegraph Chairman of the Board of Directors 2011 – 2012 ZAO DeltaTelecom Chairman of the Board of Directors 2011 – 2012 OJSC MSS Chairman of the Board of Directors
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2011 – 2011 OJSC CenterTelecom Chairman of the Board of Directors 2011 - 2011 OJSC North-West Telecom Chairman of the Board of Directors OJSC Southern Telecommunication 2011 – 2011 Chairman of the Board of Directors Company 2011 – 2011 OJSC Sibirtelecom Chairman of the Board of Directors 2011 – 2011 OJSC Uralsvyazinform Chairman of the Board of Directors 2011 – 2011 OJSC Dalsvyaz Chairman of the Board of Directors 2011 – 2011 OJSC VolgaTelecom Chairman of the Board of Directors 2011 – 2011 OJSC RTComm.RU Member of the Board of Directors 2011 - 2011 ZAO NSS Member of the Board of Directors 2010 – present Non-State Pension Fund Telecom-Soyuz Member of the Board of the Fund OJSC Svyazinvest, 2011 – present Member of the Board of Directors OJSC Bashinformsvyaz 2011 – present OJSC Rostelecom Member of the Board of Directors 2011 – present OJSC GIPROSVYAZ Chairman of the Board of Directors 2012 – present OJSC Echo of Moscow Chairman of the Board of Directors As on December 31, 2012, neither Mr. Semenov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Semenov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Semenov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
29) Dmitry Strashnov Mr. Strashnov was born in 1967. He graduated from N. E. Bauman Moscow Higher Technical School where he specialized in new technologies and materials. The table below provides the list of positions Mr. Strashnov held over the past 5 years and his currently held position(s): Period Organization Positions 2008 – 2009 Philips Russia Vice President 2009 – 2012 Tele2 Russia President
As on December 31, 2012, neither Mr. Strashnov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Strashnov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Strashnov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company;
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faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
30) Ashot Khachaturyants, General Director, Sberbank Capital Mr. Khachaturyants was born in 1968. He graduated from Gubkin State Academy of Oil and Gas. The table below provides the list of positions Mr. Khachaturyants held over the past 5 years and his currently held position(s): Period Organization Office Implementation Office of the Federal Target Program "State 2004 – 2008 Border of the Russian Federation" of the Federal Security Service Head (FSB) of Russia 2008 – present LLC Sberbank Capital General Director
As on December 31, 2012, neither Mr. Khachaturyants, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, Mr. Khachaturyants and his family had made deals with securities of the Company or securities of some entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Khachaturyants: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
31) Evgeny Yuryev Mr. Yuryev was born in 1971. He graduated from Moscow State University of Economics, Statistics and Informatics, specializing in management, and the Interdisciplinary Institute of Advanced Training for Senior Executives of Plekhanov Russian Academy of Economics where he specialized in finance and banking. The table below provides the list of positions Mr. Yuryev held over the past 5 years and his currently held position(s): Period Organization Position 1994 – present IK Aton Head 2010 – 2012 Advisor to Russian President As on December 31, 2012, neither Mr. Yuryev, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Yuryev, nor any his family member had made deals with securities of the Company or securities of some entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Yuryev: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere
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of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
Item 5: Election of the Audit Commission of the Company.
The following proposals to nominate candidates for the elections to the Audit Commission were submitted to the Company’s Board of Directors in accordance with the timeframe specified by applicable laws of the Russian Federation: by OJSC Svyazinvest owning in total 45.29% of the voting shares of OJSC Rostelecom as of March 1, 2013 (the date of the submitted proposal) to nominate: 1. Mikhail Batmanov; 2. Svetlana Bocharova; 3. Bogdan Golubitsky; 4. Olga Koroleva; 5. Alexander Zharko. by State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” owning 2.45% of the voting shares of OJSC Rostelecom as of February 28, 2013 (the date of the submitted proposal) to nominate: 6. Vyacheslav Ulupov. by Red Hand Investments Limited and Stotter Limited owning in total 2.84% of the voting shares of OJSC Rostelecom as of February 6, 2013 (the date of the submitted proposal) to nominate: 7. Alexander Shevchuk. by the Russian Federation acting by the Federal Agency for State Property Management owning 7.43% of the voting shares of OJSC Rostelecom as of March 1, 2013 (the date of the submitted proposal) to nominate: 8. Vasily Garshin; 9. Irina Zelentsova. by LLC MOBITEL owning 4.64% of the voting shares of OJSC Rostelecom as of March 1, 2013 (the date of the submitted proposal) to nominate: 10. Valentina Veremyanina. Agreement of all the candidates to be nominated is available.
Thus, the list of candidates for the elections to the Audit Commission includes the following individuals:
1) Mikhail Batmanov, Head of Legal Support Division, Department of Corporate Management and Legal Support, OJSC Svyazinvest Mr. Batmanov was born in 1978. In 2001 he graduated from the Tver State University where he specialized in law and obtained the qualification of a lawyer. In 2008 he obtained a MCIArb (Member of the Charted Institute of Arbitrators) Certificate. The table below provides the list of positions Mr. Batmanov held in the past 5 years and his currently held position(s): Period Organization Position Head of Division, Department of 2006 – 2006 OJSC Svyazinvest Corporate Management and Legal Support 2007 – 2008 OJSC Sibirtelecom Member of the Audit Commission 2007 – 2008 OJSC Uralsvyazinform Member of the Board of Directors
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2007 – 2008 OJSC Svyazintek Member of the Board of Directors 2007 – 2008 OJSC Central Telegraph Chairman of the Audit Commission 2009 – 2009 OJSC Central Telegraph Member of the Board of Directors 2009 – 2009 ZAO Mobilnye Telekommunikatsii Member of the Board of Directors 2007 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2008 – 2010 OJSC Rostelecom Member of the Audit Commission Deputy Department Director - Head of Division, Department of 2009 – present OJSC Svyazinvest Corporate Management and Legal Support 2009 – 2011 OJSC Uralsvyazinform Member of the Board of Directors 2009 – 2010 OJSC Sakhatelecom Member of the Board of Directors 2010 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2010 – 2010 ZAO Orenburg GSM Member of the Board of Directors 2010 – 2011 ZAO AKOS Member of the Board of Directors 2010 – present OJSC GIPROSVYAZ Member of the Audit Commission 2013 – present OJSC Chukotkasvyazinform Member of the Board of Directors
As on December 31, 2012, neither Mr. Batmanov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Batmanov nor any his family member had made deals with securities of the Company or securities of some entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012 Mr. Batmanov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
2) Svetlana Bocharova, Head of Division, Department of Financial, Tax and Statistics Accounting, OJSC Svyazinvest Ms. Bocharova was born in 1970. She graduated from Moscow State University with a qualification of a lawyer. She holds a Ph.D. degree in Law. The table below provides the list of positions Ms. Bocharova held over the past 5 years and her currently held position(s): Period Organization Position Deputy Chief Accountant (since late 2011). 2003 – present OJSC Svyazinvest Head of Tax Division, Department of Financial, Tax and Statistics Accounting 2006 – 2008 OJSC Uralsvyazinform Chairperson of the Audit Commission 2006 – 2008 OJSC Dalsvyaz Member of the Audit Commission 2007 – 2008 OJSC NSS Chairperson of the Audit Commission 2007 – 2009 OJSC North-West Telecom Chairperson of the Audit Commission 2008 – 2011 OJSC VolgaTelecom Member of the Audit Commission 2008 – present OJSC Rostelecom Member of the Audit Commission
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2009 – 2010 OJSC North-West Telecom Member of the Audit Commission 2010 – 2011 OJSC North-West Telecom Chairperson of the Audit Commission 2011 – 2011 ZAO Severen-Telecom Member of the Audit Commission 2011 – present OJSC Central Telegraph Member of the Audit Commission 2011 – present ZAO Delta Telecom Member of the Audit Commission As on December 31, 2012, neither Ms. Bocharova, nor any her family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Ms. Bocharova, nor her family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Ms. Bocharova: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against her for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any.
3) Valentina Veremyanina, Executive Director – Director of Corporate Management and Legal Support Department, OJSC Svyazinvest Ms. Veremyanina was born in 1966. She graduated from Voronezh State University, specializing in Law. The table below provides the list of positions Ms. Veremyanina held over the past 5 years and her currently position(s): Period Organization Positions Executive Director - Director of Corporate Management and Legal Support Department, Director of 2006 – present OJSC Svyazinvest Corporate Management and Legal Support Department, Deputy Director of Corporate Management and Legal Support Department 2007 – 2010 OJSC Dalsvyaz Member of the Audit Commission 2008 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2008 – 2011 OJSC Uralsvyazinform Member of the Audit Commission 2009 – 2011 ZAO NSS Member of the Board of Directors 2009 – 2011 ZAO Eniseitelecom Member of the Board of Directors 2010 – present OJSC Svyazinvest Member of the Management Board 2010 – 2011 OJSC North-West Telecom Member of the Board of Directors 2011 – present OJSC Rostelecom Member of the Audit Commission 2011 – present OJSC ORK Member of the Board of Directors 2011 – 2011 ZAO MTs NTT Member of the Board of Directors 2011 – 2011 OJSC OK Orbita Member of the Board of Directors 2011 – 2011 ZAO RPK Svyazist Member of the Board of Directors 2011 – present OJSC GIPROSVYAZ Member of the Board of Directors 2011 – present OJSC Central Telegraph Member of the Board of Directors 2011 – present ZAO Sky Link Member of the Board of Directors
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As on December 31, 20121, neither Ms. Veremyanina, nor any her family member owned any interest in the charter capital of the Company or in the charter capital of any of Rostelecom subsidiaries or dependent companies. As on December 31, 2012, neither Ms. Veremyanina, nor her family had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Ms. Veremyanina: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against her for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
4) Vasily Garshin, Head of Internal Control Office, Federal Agency for State Property Management Mr. Garshin was born in 1980. In 2002 he graduated from Lomonosov Moscow State University where he studied physics and in 2002 - from the Russian School of Economics, has a master degree in economics. The table below provides the list of positions Mr. Garshin held over the past 5 years and his currently held position(s): Period Organization Position Head of the Team of Integration of Subsidiary 2006 – 2010 VTB Bank (OJSC) Banks of VTB Group of the Financial Department 2010 – 2012 VTB Bank (OJSC) Director of Internal Control Department Federal Agency for State 2012 – present Head of Internal Control Office Property Management
As on December 31, 2012, neither Mr. Garshin, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of Rostelecom subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Garshin, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Garshin: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and and/or instituted against any such business.
5) Bogdan Golubitsky, Executive Director – Director of the Department of Economic Planning and Budgeting, OJSC Svyazinvest Mr. Golubitsky was born in 1979. In 2000 he graduated from Moscow Technical University of Communications and Informatics specializing in economics and management of telecommunications companies with a qualification of an economist-manager. The table below provides the list of positions Mr. Golubitsky held over the past 5 years and his currently held position(s): Period Organization Positions
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Executive Director, Director of the Department of Economics and Finance (since late 2011), Executive Director - Director of the Department of Economic Planning and Budgeting, Director of the 2000 – present OJSC Svyazinvest Department of Economic Planning and Budgeting (before 2008 – First Grade Specialist, Senior Specialist, Chief Specialist, Head of Division, Deputy Department Director) 2005 – 2008 OJSC Uralsvyazinform Member of the Audit Commission 2007 – 2009 OJSC Central Telegraph Member of the Board of Directors 2008 – 2009 OJSC Dalsvyaz Member of the Board of Directors OJSC Southern 2008 – 2009 Chairman of the Audit Commission Telecommunication Company 2009 – 2009 OJSC Dalsvyaz Chairman of the Board of Directors 2009 – 2011 OJSC RTComm.RU Member of the Board of Directors 2009 – 2011 OJSC Sibirtelecom Member of the Board of Directors 2009 – present OJSC Rostelecom Member of the Audit Commission 2010 – present ZAO Sky Link Member of the Board of Directors 2010 – present ZAO Ural Telephone Company Member of the Board of Directors 2010 – present OJSC Svyazinvest Member of the Management Board 2011 – present OJSC GIPROSVYAZ Member of the Board of Directors 2011 – present ZAO Zebra Telecom Member of the Board of Directors 2011 – present ZAO Parma-Inform Member of the Board of Directors 2011 – 2011 ZAO BIT Member of the Board of Directors Not-for-Profit Partnership “The 2011 – present Member of the Management Board Russian Telecom Club” Russian Telecommunications 2011 – present Member of the Management Board History Foundation
As on December 31, 2012, Mr. Golubitsky had a 0.0033% interest in the charter capital and 0.0022% of the ordinary shares of Rostelecom. As on December 31, 2012, neither Mr. Golubitsky, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Golubitsky: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
6) Alexander Zharko Mr. Zharko was born in 1958. He graduated from State Marine Academy (Novorossiysk High Marine Engineering School - NHMES) with a qualification of a radio engineer. The table below provides the list of positions Mr. Zharko held over the past 5 years and his currently held position(s): Period Organization Office
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Director of the Department for Management 2007 – 2008 OJSC RTComm.RU of the National Priority Project "Education" 2008 – 2009 OJSC RTComm.RU Director of the Sales Support Department OJSC Telecommunications Investment Deputy Director of the Telecommunications 2009 – 2011 Company (Svyazinvest) Department OJSC Telecommunications Investment Deputy Director of the Technology 2011 – present Company (Svyazinvest) Development Department As on December 31, 2012, neither Mr. Zharko, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of Rostelecom subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Zharko, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Zharko: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
6) Irina Zelentsova, Deputy Office Head, Federal Agency for State Property Management Ms. Zelentsova was born in 1979. In 2002 she graduated from St. Petersburg State University of Finance and Economics with a qualification of an economist-manager. The table below provides the list of positions Ms. Zelentsova held over the past 5 years and her currently held position(s): Period Organization Position 2008 – 2008 Federal Agency for State Property Deputy Head of the Office for Property of Management Businesses Federal Agency for State Property Deputy Head of the Office for Infrastructure 2008 – 2013 Management Sectors and Military Industrial Sector Federal Agency for State Property Deputy Head of the Office for Property Relations 2013 – present Management and Privatization of Major Organizations
As on December 31, 2012, neither Ms. Zelentsova, nor any her family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Ms. Zelentsova, nor any her family member had made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Zelentsova: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against her for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
8) Olga Koroleva, Chief Accountant, OJSC Svyazinvest
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Ms. Koroleva was born in 1950. She graduated from Tomsk State University where she specialized in economy. She holds a Ph.D. in Economics. In 1985 she got a post-graduate education at the All-USSR Extramural Financial and Economic Institute. The table below provides the list of positions Ms. Koroleva held over the past 5 years and her currently position(s): Period Organization Position 2005 – 2006 OJSC GIPROSVYAZ Chairperson of the Audit Commission 2005 – 2006 ZAO MTs NTT Chairperson of the Audit Commission 2005 – 2006 OJSC Uralsvyazinform Chairperson of the Audit Commission 2005 – 2007 OJSC Central Telegraph Chairperson of the Audit Commission 2005 – 2011 OJSC VolgaTelecom Chairperson of the Audit Commission 2005 – 2011 OJSC Dalsvyaz Chairperson of the Audit Commission 2005 – present OJSC Svyazinvest Chief Accountant 2006 – 2007 ZAO BaykalWestCom Chairperson of the Audit Commission 2006 – 2011 OJSC CenterTelecom Chairperson of the Audit Commission 2006 – 2011 OJSC Sibirtelecom Chairperson of the Audit Commission 2006 – 2011 OJSC Uralsvyazinform Member of the Board of Directors 2006 – current OJSC Rostelecom Chairperson of the Audit Commission 2007 – 2008 ZAO Eniseitelecom Member of the Audit Commission 2007 – 2009 OJSC North-West Telecom Member of the Board of Directors 2009 – 2009 OJSC North-West Telecom Chairperson of the Board of Directors 2009 – 2010 OJSC North-West Telecom Chairperson of the Audit Commission 2011 – present OJSC Giprosvyaz Member of the Board of Directors 2011 – present OJSC Central Telegraph Chairperson of the Audit Commission
As on December 31, 2012, Ms. Koroleva owned a 0.00019% interest in the charter capital and 0.00020% of the ordinary shares of the Company. As on December 31, 2012, neither Ms. Koroleva, nor any her family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Ms. Koroleva: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against her for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
9) Vyacheslav Ulupov, Internal Control Director, Vnesheconombank Mr. Ulupov was born in 1952. In 1979 he graduated from Lomonosov Moscow State University with a degree in Economics, a teacher of Political Economy, Ph.D. in Economics The table below provides the list of positions Mr. Ulupov held over the past 5 years and his currently held position(s): Period Organization Position State Corporation "Bank for Development and Internal Control Director, 2007 – present Foreign Economic Affairs (Vnesheconombank)" Vnesheconombank 2010 – present OJSC Rostelecom Member of the Audit Commission
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As on December 31, 2012, neither Mr. Ulupov, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Ulupov, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Ulupov: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
10) Alexander Shevchuk, Deputy Executive Director, Investors' Rights Protection Association Mr. Shevchuk was born in 1983; he graduated from the Russian Government’s Financial Academy. The table below provides the list of positions Mr. Shevchuk held over the past 5 years and his currently held position(s): Period Organization Position 2006 – 2011 OJSC Dalsvyaz Member of the Board of Directors 2007 – 2008 OJSC CenterTelecom Member of the Board of Directors 2007 – 2009 OJSC MRSK Northern Caucasus Member of the Board of Directors 2007 – present Investors' Rights Protection Association Deputy Executive Director 2009 – 2011 ZAO NSS Member of the Board of Directors 2010 – 2011 OJSC CenterTelecom Member of the Board of Directors 2010 – 2011 OJSC Southern Telecommunication Company Member of the Board of Directors 2010 – 2011 OJSC Sibirtelecom Member of the Board of Directors 2011 – present OJSC MRSK South Member of the Board of Directors 2011 – present OJSC MRSK Center Member of the Board of Directors
As on December 31, 2012, neither Mr. Shevchuk, nor any his family member owned any interest in the charter capital of the Company or in the charter capital of any of its subsidiaries or dependent companies. As on December 31, 2012, neither Mr. Shevchuk, nor any his family member made any deals with securities of the Company or securities of any entities affiliated with the Company, including its subsidiaries and dependent companies. As on December 31, 2012, Mr. Shevchuk: had no relatives among persons who are members of the Company governing bodies and/or members of bodies controlling financial and operational activities of the Company; faced no administrative charges brought against him for any offence in the area of finance, taxes and levies, securities market, and no criminal charges (has no criminal record) for any offence in the sphere of economy or for crimes against public authorities; did not hold any positions in executive bodies of any businesses in the period when any action for bankruptcy and/or any of the bankruptcy procedures provided under the insolvency (bankruptcy) laws of Russia was brought in and/or instituted against any such business.
Item 6: Approval of the Company’s auditor. In accordance with the Activities Plan of the Audit Committee of Rostelecom’s Board of Directors for 2013 the Company’s management held a competitive bidding among international audit companies in order to select the auditor to audit the Company’s financial and accounting statements for 2013.
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The review was based on the following requirements to be met by audit companies: 1. The Auditor of the Company shall be a legal entity registered in accordance with the laws of the Russian Federation; 2. The Auditor shall be a member of a self-regulatory organization of auditors and recorded in the register of auditors and audit companies of this self-regulatory organization; 3. The Auditor should have proven experience in auditing telecommunications companies; 4. The Auditor should have the ability to allocate adequate resources to do the job within a specified timeframe; 5. The audit team should include specialists having international accounting and finance certificates (АССА, СРА, CISA, etc.). Moreover, the Company added some requirements regarding the volume and timeline of the services to be provided by audit companies. In the course of the review no factors affecting independence of such audit firms were found, including existence of any material interests linking such audit firms or their officers with the Company: Auditors have no ownership interest in the Company’s charter capital; The Company is not any audit firm’s lender; There are no close business links (such as auditor’s involvement in promotion of the Company’s products (services), auditor’s participation in joint business activities, etc.) between the auditor and the Company; No Rostelecom’s officer is at the same time holding any office with any bidding auditor. Having reviewed the bids submitted by audit firms, the Company’s management held meetings with representatives of each audit firm and presented preliminary results of negotiations with the auditors to the Audit Committee of the Board of Directors and the Board of Directors. The Board of Directors and its Audit Committee examined results of the review for selection of the candidate to be appointed as the Company’s auditor to audit financial statements for 2013, and on the basis of the audit firms’ offers regarding material requirements included in the review, propose that the Annual General Shareholders’ Meeting on the results of 2012 should approve ZAO KPMG as the Company’s auditor for 2013.
Item 7: Approval of a new version of the Charter of the Company.
Draft new version of the Charter of OJSC Rostelecom is attached hereto as Appendix 3.
Item 8: Approval of a new version of the Regulations on the General Shareholders’ Meeting of the Company.
Draft new version of the Regulations on the General Shareholders’ Meeting is attached hereto as Appendix 4.
Item 9: Compensation to members of the Board of Directors (Supervisory Board) who are not public officials, for their duties as members of the Company’s Board of Directors in the amounts determined by the internal documents of the Company.
The Board of Directors proposes for the General Shareholders’ Meeting: 1. To approve quarterly remuneration to each member of the Board of Directors of the Company who will perform duties of a member of the Company’s Board of Directors from the end of the Annual General Shareholders' meeting on the results of the year 2012 until the next Annual General Shareholders' meeting in the amount specified in the Regulations on the Board of Directors of the Company. 2. To approve annual remuneration for the whole Board of Directors and specifically persons who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting on the results of the year 2012 until the next General Shareholders' meeting, in the amount of 0.13% of OIBDA calculated on the basis of the annual consolidated financial statements for 2013 prepared according to IFRS.
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DRAFT RESOLUTIONS ON THE AGENDA ITEMS OF ROSTELECOM ANNUAL GENERAL SHAREHOLDERS’ MEETING ON RESULTS OF 2012 The Annual Shareholders’ Meeting on results of 2012 resolves:
Item 1: “To approve the annual report of OJSC Rostelecom on results of 2012.”
Item 2: “To approve the annual financial statements, including profit and loss statement (profit and loss account) of OJSC Rostelecom for the reporting fiscal year of 2012.”
Item 3: "To distribute the Company profit upon the results of 2012 as follows: . RUB 24,505,824,465.21 to be allocated to increase the Company’s equity; . RUB 8,168,569,327.86 to be distributed as dividends on the Company shares for the year 2012, including: – to pay dividend for type A preference shares of the Company for the year 2012 in the amount of RUB 4.1022 per share; – to pay dividend for ordinary shares of the Company for the year 2012 in a monetary form in the amount of RUB 2.4369 per share; To determine that payments of dividend to persons included in the list of persons entitled to receive dividend as on April 30, 2013 shall be performed in a manner that agrees with information on the way of receiving dividend supplied by registered persons to the Company Registrar.”
Item 4: “To elect the following persons as members of the Board of Directors*:
1. Ruben Aganbegyan; 2. Sergei Azatyan; 3. Mikhail Alexeev; 4. Vladimir Bondarik; 5. Valentina Veremyanina; 6. Yury Voytsekhovsky; 7. Dmitry Gurevich; 8. Mikhail Zadornov; 9. Anton Zlatopolsky; 10. Sergei Kalugin; 11. Elena Kataeva; 12. Yury Kudimov; 13. Nikolai Kudryavtsev; 14. Pavel Kuzmin; 15. Denis Kulikov; 16. Sergei Kulikov; 17. Alexei Malinin; 18. Oleg Malis; 19. Anatoly Milyukov; 20. Boris Nemsic; 21. Artem Obolensky; 22. Alexander Provotorov; 23. Alexander Pchelintsev; 24. Ivan Rodionov;
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25. Evgeny Roitman; 26. Arkady Rotenberg; 27. Nikolai Sabitov; 28. Vadim Semenov; 29. Dmitry Strashnov; 30. Ashot Khachaturyants; 31. Evgeny Yuryev.”
* 31 (thirty one) nominees were nominated for the election of the members of the Board of Directors. Pursuant to article 23.1 of the Company’s Charter the Board consists of 11 (eleven) members. Voting on this issue shall be cumulative. 11 nominees who received the largest numbers of votes shall be deemed elected to the Company’s Board of Directors.
Item 5: “To elect the following persons as members of the Audit Commission **: 1. Mikhail Batmanov; 2. Svetlana Bocharova; 3. Valentina Veremyanina; 4. Vasily Garshin; 5. Bogdan Golubitsky; 6. Alexander Zharko; 7. Irina Zelentsova; 8. Olga Koroleva; 9. Vyacheslav Ulupov; 10. Alexander Shevchuk.”
**10 (ten) individuals were nominated for the election of the Audit Commission. Pursuant to article 28.2 of the Company’s Charter 7 (seven) members shall be elected to the Audit Commission. 7 candidates receiving the largest numbers of votes shall be deemed elected to the Commission.
Item 6 “To appoint ZAO KPMG as the Company’s auditor for 2013.”
Item 7: “To approve the Charter of OJSC Rostelecom (restated version No.13).”
Item 8: “To approve the Regulations on the General Shareholders’ Meeting of OJSC Rostelecom (restated version No.5).”
Item 9: “1. To approve quarterly remuneration to each member of the Board of Directors of the Company who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting upon the results of the year 2012 until the next Annual General Shareholders' meeting in the amount specified in the Regulations on the Board of Directors of the Company. 2. To approve annual remuneration for the whole Board of Directors and specifically persons who will perform duties of a member of the Company Board of Directors from the end of the Annual General Shareholders' meeting upon the results of the year 2012 until the next General Shareholders' meeting, in the amount of 0.13% of OIBDA calculated on the basis of the annual consolidated financial statements for 2013 prepared according to IFRS.”
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