Brief description
of objectives

Achieved results

Dividends Workgroup
Contact persons:
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru

Gathering and systematization of information about violations of investors rights for dividends.

Development of recommendations on protection of shareholders' rights for dividends

Participation in resolution of conflicts related to the payment of dividends.

Promotion of proposals aimed at improvement of the legislation in the part of dividend payment

Opinion poll is conducted among IPA members and other investors regarding major problems of dividend payment. Based on the poll results main types of violations were identified and IPA work plan was developed to deal with them.

Development and approval of the following documents:
  - sample Letter of Address from the Association to issuers
  - sample lawsuit (for legal recovery of dividends)

"Hot Line" for shareholders on dividends.

Letters to over 30 issuers were sent on behalf of the Association upon requests of its members. Negotiations held with a number of issuers. Written answers obtained from 13 issuers about repayment of announced dividends for all years. Repayment of dividend arrears to members of the Association for the total amount of over 1 million Rubles.

Actions, aimed at the clarification of the procedure of net profit calculation:
  - Letters were sent to respective State authorities, answers were received
  - A workgroup was created within the FCSM of Russia at the initiative of IPA to draft regulations clarifying the procedure of net profit calculation
  - Legal analysis was made to identify the form of the above regulation, preparation of the Draft Governmental resolution "About calculation of net profit for the purposes of payment of dividends on shares"
  - Press-conference was organized and clarifications in mass media were given regarding court actions of Surgutneftegaz shareholders.

OJSC "Surgutneftegaz" Workgroup
Contact persons:
Alexander Ikonnikov - tel.: (095) 787-2442, e-mail: ikonnikov@corp-gov.ru
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru

Expert evaluation of the scheme of transition to a united share.

Coordination of activities of interested groups of shareholders for protection of their rights and legitimate interests, identification of methods and means of protection.

Preparation of the legal basis supporting possible lawsuits against the company.

Communication of position of investors regarding Surgutneftegaz restructuring plans to the issuer, the FCSM and the general public.

Improvement of information transparency of shares swap.

Explanation of generally accepted corporate governance principles in restructuring to the management of the company.

Organization of Roundtables, including presentations of investors, professional market participants and lawyers specializing in corporate law, on the suggested restructuring plan of "Surgutneftegaz" Group.

Letter to the management of Surgutneftegaz was prepared and signed by 15 investors.

Letters were sent to the issuer and its consultant to explain the position of investors. An alternative approach to the transition to a united share was proposed to the issuers based on the expert assessments.

Letters sent to the FCSM of Russia with the request to start the investigation of compliance of the restructuring plan with the Russian legislation.

Legal basis was created for preparation of lawsuits against "Surgutneftegaz" Group to seek canceling of decisions aimed at implementation of the restructuring plan.

The position of investors was clarified through press-conferences and interviews to leading mass media.

The level of information disclosure of the restructuring plan was increased. The period of shares swap was extended.

RAO "UES of Russia" Workgroup
Contact persons:
Olga Makarevich - tel.: (095) 258-3569, e-mail: omakarevich@iclg.ru
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru

Ensuring protection of rights and legitimate interests of outside shareholders in restructuring.

Development of a collective position of investors and joint measures aimed at protection of shareholder rights during the restructuring.

Establishment of the dialog among the management of the company, the State and shareholders.

Suspension of Pilot projects of restructuring of RAO UES daughter energy companies.

Organization of Roundtables on RAO "UES" restructuring. Preparation of suggestions regarding changes of the restructuring concept in order to ensure protection of rights and legitimate interests of outside shareholders

The position of outside shareholders is communicated to the general public through press conferences and interviews to leading mass media.

The Association and RAO "UES of Russia" signed the memorandum, which takes into account part of suggestions from shareholders.

Letters sent:
  - to the Government of RF with the request to change respective Points of the Resolution of the Russian Government from June 19, 1999 # 829;
  - to the Board of Directors of RAO "UES of Russia" - with the request to cancel the respective decision of the Board of Directors from October 29, 1999 # 63;
  - to the World Bank - with the request to change conditions of SAL-3, concerning the terms of privatization of some regional companies belonging to the holding.

By the decision of the Board of Directors restrictions were applied to transfer of assets within the framework of pilot projects before approval of the restructuring concept of RAO "UES of Russia".

Agreement was reached with a largest RAO UES shareholder - the State, about finalization of the restructuring concept taking into account the interests of minority shareholders. Leading international consultants will be attracted to finalize the restructuring concept.

IPA representatives participate in the Governmental commission for development of RAO UES restructuring plan.

On April 28, 2001 at the AGM of RAO UES the representative of investors was elected to the company's Board of Directors, and changes to the Charter were approved, taking into account the interests of minority shareholders. In particular, powers were redistributed from the holding management towards its Board of Directors, and the number of votes necessary for re-election of the company's CEO was reduced from 75% to the simple majority.

OJSC " Krasnoe Sormovo" Workgroup
Contact persons:
Alexander Ikonnikov - tel.: (095) 787-2442, e-mail: ikonnikov@corp-gov.ru
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru

Bringing the company's Charter to compliance with the existing legislation

Letters are sent on behalf of the Association to the State Duma, the Government, RFPF, Ministry of State Property, FCSM of Russia.

Negotiations are conducted with the Administration of Nizhny Novgorod and representatives of the Office of the Plenipotentiary Representative of the President in the Povolzhsky District, Mr. Kirienko.

The company's charter was modified to comply with the existing legislation.

In light of the resolution of the present conflict this workgroup was closed by the decision of IPA Board of Directors

ADR Group
Contact persons:
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru
Oleg Fedorov - tel.: (095) 787-7774/75, e-mail: fedorov@naufor.ru

Improvement of ADR programs on shares of Russian issuers in order to ensure protection of rights and legitimate interests of ADR owners.

Main problems identified in the area of implementation of shareholder rights by ADR owners (based on the analysis of Depository Agreements and the experience of investors in ADR programs);

Proposals prepared regarding changes to the legislation and existing Depositary Agreement between the Bank of New York (BONY) and Russian issuers;

The session of the State Duma Investor Protection Commission on improvement of ADR programs;

The opinion of investors was communicated to BONY, FCSM of Russia and the general public;

Duma parliamentary hearings were held within the framework of the State Duma Banking Committee and Investor Protection Commission, the steps towards resolution of these problems at the legislative level were outlined.

RAO "Norilsk Nikel" Workgroup
Contact persons:
Alexander Ikonnikov - tel.: (095) 787-2442, e-mail: ikonnikov@corp-gov.ru
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru

Resolution of the conflict situation between Norilsk Nickel shareholders and the management regarding the restructuring of Norilsk Nickel Group.

Development of a collective position of shareholders and joint actions for protection of shareholders' rights during the restructuring of RAO.

Establishment of the dialog between the company's management and shareholders.

Improvement of information transparency of the proposed restructuring.

The Roundtable is conducted on the proposed restructuring plan of Norilsk Nickel Group, including presentations of investors, professional market participants, lawyers specialized in corporate law and representatives of the issuer.

Actions, aimed at ensuring shareholder rights during the company restructuring:
  - Preliminary legal analysis of the restructuring of Norilsk Nickel group and recommendations on further shareholder actions.
  - Requests are sent for clarification of the company's restructuring plans.
  - Acquisition of one common and one preferred shares of the company.
  - Preparation and communication to the management of proposals on the company restructuring.

As the result of meetings held the company's management stated the following actions:
  - To complete the company restructuring.
  - To formulate the principles of the dividend policy and to discuss them with shareholders.
  - To adopt the Corporate Governance Code.
  - Not to include announced shares in the new Charter of GMK "Norilsk Nickel".
  - To take into account IPA suggestions in issuing the ADR program.

OJSC " Sberbank RF" Workgroup
Contact persons:
Alexander Ikonnikov - tel.: (095) 787-2442, e-mail: ikonnikov@corp-gov.ru
Vladimir Lyzhin - tel.: (095) 787-2442, e-mail: lyzhin@corp-gov.ru

Ensuring rights and legitimate interests of Sberbank shareholders during additional shares issue.

Development of a collective position of shareholders and joint actions for protection of shareholders' rights, including preparation of the legal basis for further court actions.

Communication of the investors' position to the general public, the issuer and the State authorities.

The Roundtable is conducted on the proposed additional share issue of Sberbank, including presentations of investors, professional market participants, lawyers specialized in corporate law and representatives of the issuer.

Hearings of the State Duma Investor Protection commission were initiated on this issue.

Explanations of shareholders' court actions to protect their rights are given in mass media.