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PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK” This presentation is based on JPMorgan data.

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Presentation on theme: "PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK” This presentation is based on JPMorgan data."— Presentation transcript:

1 PARTICIPATION OF ADR HOLDERS AT AN AGM OF PJSC “UTK” This presentation is based on JPMorgan data

2 Secondary market ADR issuance and cancellation Issuance Cancellation Buy shares Sell shares Buy shares Sell shares Deposit shares Release shares ConfirmationInstruction Issue ADRsCancel ADRs Buy ADRs Sell ADRs Sell shares Buy ADRs Local broker Local market Custodian Broker DR market JPMorgan (Depositary)

3 –Announce the AGM date to JPMorgan and to ING Moscow, the local custodian –Request number of annual reports and other material to be supplied to JPMorgan –Provide JPMorgan with agenda and AGM materials –Establish a record date –Perform broker search to determine the number of beneficial and registered holders –Distribute material to registered holders –Provide intermediaries with material for the beneficial holders –Receive tabulates and votes; supply them to custodian Administering an ADR issuer’s AGM takes about 6 to 10 weeks Time schedule for the AGM process Company’s responsibilities JPMorgan’s responsibilities Company announces AGM Initiate broker search Company provides JPMorgan with agenda and AGM materials U.S. ADR record date Mailing date Registered and beneficial holders return votes JPMorgan tabulates and provides votes to custodian and/or company -50 days-40 days-30 days-25 days-7 days U.S. cut off date -60 daysAGM Company AGM

4 ADRs are held by “registered” and “beneficial” holders ¹Investors listed directly with the issuer’s U.S. transfer agent on the company’s share register ²Investors who actually receive the benefits of owning a particular share (dividends, voting rights, share price increase). These shares are held in “street name” by banks and brokers within a securities depository institution, known as DTCC (Depository Trust Clearing Company) Institutional investors ESPPs Institutional and individual investors ADR register (administered by JPMorgan) Certificates Direct Registration Statement Global Invest Direct Employee Stock Purchase Plans (ESPP) Registered holders¹ (individual investors holding ADRs through JPMorgan) BanksBrokers Beneficial holders2 (institutional and individual investors holding ADRs through U.S. banks and brokers) DTCC

5 Distribution of proxy material to ADR holders Mail material Proxy arrangements Return vote Send results before cut-off date 1–2 days Mail material Custodian Registered holder Proxy agent or bank JPMorgan Proxy agent or bank Company JPMorgan tabulates votes Beneficial holder Company Y


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