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Appendix p - board of directors structure

Georgiy Koryashkin

Chairman of the Board of Directors

Education: Ordzhonikidze Moscow Management Institute (degree in economics and production management)

Member of the Board of Directors since 2007

Maria Zhurba

Deputy Chairman of the Board of Directors

Education: St. Petersburg State Economic and Finance University (degree in economics)

Member of the Board of Directors since 2008

Commercial Management School (MBA in financial management)

 

Peoples’ Friendship University of Russia (degree in strategic management)

Leonid Dobrovsky

Member of the Board of Directors

14 years of management experience

Joined Mostotrest as Deputy General Director in 2006

Education: Moscow Institute of Physics and Technology

Leonid Dobrovsky

Member of the Board of Directors

14 years of management experience

Joined Mostotrest as Deputy General Director in 2006

Education: Moscow Institute of Physics and Technology

Arnout Dirk Lugtmeijer

Independent. non-executive member of the Board of Directors

20 years of management experience

Independent member of the Board of Directors since 2011

Education: Delft University (master degree in oilfield development and oil business administration)

Vadim Korsakov

Member of the Board of Directors

Education: Economic and Finance Saint-Petersburg University (degree in finance management)

Member of the Board of Directors of Mostotrest since 2012

Deputy Executive Director of Non-Commercial Organisation Private Pension Fund Blagosostoyanie

Irina Makanova

Member of the Board of Directors

Education: Yaroslavl Demidov State University (degree in law)

Member of the Board of Directors since 2011

Mikhail Noskov

Independent. non-executive member of the Board of Directors

Education: Moscow Financial Institute (degree in international economic relations)

An independent member of the Board of Directors since 2011

Deputy General Director for Finances and Economic Affairs at ZAO Severgroup

 

Member of the Board of Directors at OAO Severstal. OAO SVEZA. and National Media Group holding

 

Chairman of the Stalfond Private Pension Fund

 

Council Member at Gazfond Non-State Pension Fund

Yuriy Novozhilov

Member of the Board of Directors

Education: Saint-Petersburg State University (degree in theoretic economics)

Member of the Board of Directors of Mostotrest since 2012

Executive Director of Non-Commercial Organisation Private Pension Fund Blagosostoyanie

Alexander Shevchuk

Member of the Board of Directors

Russian Government Financial Academy (degree in finance and credit)

Member of the Board of Directors of Mostotrest since 2012

Executive Director of the Investor Protection Association

Oleg Toni

Member of the Board of Directors

Education: Voronezh Civil Engineering Institute (degree in civil and industrial construction)

Member of the Board of Directors since 2008

North-West Academy of the Civil Service (degree in state and municipal management)

 

Vice-President of the Executive Board of OAO Russian Railways

 

Chairman of the Board of Directors of ZAO KB Millenium Bank

 

General Director of OAO RZDStro

Vladimir Vlasov

Member of the Board of Directors

15 years of managerial experience

General Director of Mostotrest since 2006

Education: Russian Academy of the National Economy (MBA degree)

Source: Company data

APPENDIX Q - DIFFERENCE BETWEEN SOLE AND COLLEGIAL EXECUTIVE BODY

Sole executive body

Collegial executive body

Source: A-team analysis

APPENDIX R - СOMPLIANCE WITH THE REQUIREMENTS OF THE EXCHANGES LISTING RULES TO CORPORATE GOVERNANCE (1/3)

Compliance with the requirements of the NYSE Listing Rules to corporate governance

NYSE requirements

MSTT perfomance

Listed companies are required to hold an annual shareholders' meeting during each fiscal year (302.00).

+

Listed companies must have a majority of independent directors (303A.01).

-

To empower non-management directors to serve as a more effective check on management, the non-management directors of each listed company must meet at regularly scheduled executive sessions without management (303A.03).

-

Listed companies must have a nominating/corporate governance committee composed entirely of independent directors (303A.04).

-

The nominating/corporate governance committee must have a written charter (303A.04).

-

Listed companies must have a compensation committee composed entirely of independent directors (303A.05).

-

The compensation committee must have a written charter (303A.05).

+

Listed companies must have an audit committee (303A.06).

+

The audit committee must have a minimum of three members. All audit committee members must satisfy the requirements for independence set out in Section 303A.02 (303A.07).

+

 The audit committee must have a written charter (303A.07)

+

Each listed company must have an internal audit function

+

Shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions thereto (303A.08).

+

Listed companies must adopt and disclose corporate governance guidelines (303A.09)

+

Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers (303A.10)

+

Listed companies must have and maintain a publicly accessible website (307.00)

+

Shareholder approval is required prior to the issuance of common stock (312.03)

+

Each listing applicant must provide the Exchange with a letter from counsel representing that, to the company's knowledge, no officer, board member, or non-institutional shareholder with greater than 10% ownership of the company has been convicted of a felony or misdemeanor relating to financial issues (e.g., embezzlement, fraud, theft) in the past ten years (315.00).

-

Source: The NYSE Listed Company Manual, Company's data, A-Team analysis

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