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Investor Opinions of Russian Companies J.P. Morgan Depositary Receipts Group November 2013
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Page 1: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

Investor Opinions of Russian CompaniesJ.P. Morgan Depositary Receipts Group

November 2013

Page 2: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

J.P. Morgan’s DR Group

– A history of leadershipRecord number of “firsts” in the industry – from launching the first DR from Europe in 1927, Latin America in 1960 and Asia in 1961 to inventing the first Hong Kong DR in 2010

DR bank for the largest ever GDR IPO globally - $6.4 billion for Rosneft’s London listing in 2006

DR bank for the largest ever ADR IPO globally - $4.5 billion for Banco Santander Mexico’s New York listing in 2009

DR bank for the largest ever DR capital raising - $10 billion for Petrobras’s follow-on offering in 2010

DR bank for the largest DR IPO globally in 2013 - $1.1 billion for TCS Holdings PLC’s London listing

The only DR bank to have successfully executed DR IPOs in all major international exchanges - NYSE, Nasdaq, LSE, Luxembourg Exchange, Singapore Exchange, Hong Kong Exchange

Programs managed by J.P. Morgan, on average, are significantly more liquid and attract the highest investment value amongst all our competitors

In the last 12 months, J.P. Morgan was mandated as the successor DR bank by several large issuers globally. Issuers with DR programs aggregating a balance of almost 2 billion DRs and a DR market value of over $32 billion

Page 3: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

Introduction

I am pleased to share with you the findings of our 2013 survey of European and

North American institutional investors. Each year we commission a study to explore

investor opinions of public companies in Russia. We believe our study’s insights can

be beneficial to Russian depositary receipt issuers - insights that can help inform their

capital strategies and compete more effectively for capital on the global stage.

This year’s survey reveals investor views on a number of new issues, such as

the new Moscow Exchange, the introduction of new securities regulations in Russia,

and the possible introduction of Euroclear/Clearstream settlement in Russia’s equity

market. Our study also uncovers investors’ principle areas of concern about Russian

companies, such as governance standards, and how such problems impact these

companies’ market valuations and their ability to raise capital in Western Europe

and North America.

Again this year, we gauge investor opinion on corporate governance and investor

relations in Russia. We also compare them with the practices found in comparable

emerging market countries and identify which of Russia’s public companies serve as

models for best practices. Among other findings within this report, we share with you

the steps that investors recommend Russian companies take in order to attract more

emerging market-dedicated capital from Europe and North America.

Providing keen capital markets insights such as these are among the many ways we

help Russian issuers increase the effectiveness of their DR programs and optimize

them over the long-term. If you think J.P. Morgan could be of assistance to your

company in this regard or if you have any questions about this survey, please do not

hesitate to contact me.

Sincerely,

Vikas Taimni

Emerging Markets Client Management, Depositary Receipts Group

European and North American Institutional Investors Survey 2013

Page 4: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

Survey Methodology 01

Executive Summary 02

Survey Findings 04

Three-year Outlook on Russia 04

Hurdles to Investing in Russian Equities 06

Russia Compared to Other Emerging Market Countries 07

Views on Russia’s Sectors 09

Russia’s IPO Market 10

Listing and Settlement Considerations 11

Investor Relations Benchmarks 14

Corporate Governance Benchmarks 15

Key Factors Leading to Investment in Russia 16

Investor Meetings with Senior Management 17

Attracting Capital from Outside Russia 18

Survey Questionnaire 19

Provider of Choice 21

Contents

Page 5: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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J.P. Morgan’s Depositary Receipts Group commissioned Corbin Perception1 to conduct an online survey of Europe and North America based investors on the topic of investing in Russia.

Contributing analysts and portfolio managers are currently invested in, plan to invest or have previously invested in Russian equities.

The anonymous survey was completed in August 2013. In aggregate, the 54 contributing institutions hold $4.9 billion in Russian companies.

For scalar questions, a 5.0-point rating system was employed, where 1.0 is the lowest (worst) possible score and 5.0 is the highest (best) possible score. Certain questions allowed multiple responses.

Areas of discovery focused on factors that impact investment decisions about Russian public companies.

Survey Methodology

Region2,3

61% Europe

39% North America

1 For more information, please visit www.corbinperception.com

2 Institutions located in the U.S. or Canada

3 Institutions located in U.K., Switzerland, Denmark, Netherlands, Norway, Sweden, Belgium, Finland, Greece, Austria and Ireland

4 “Value” comprises Core Value and Deep Value; “Growth” comprises Core Growth and Aggressive Growth; “Other” comprises Private Equity, Income Yield, Sector Specific, Specialty and Sustainability

Investment Style4

28% Value 20% Emerging Markets 13% Style Agnostic 11% GARP 11% Growth 4% Hedge Fund 13% Other

Page 6: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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In general, surveyed European and North American investors report that while the valuation entry point for Russian equities is currently attractive, the country’s reputation from an investment perspective, which is perceived as being more negative relative to emerging market counterparts, serves as a hurdle.

In addition to concerns about corruption and country risk, subpar corporate governance is a consistent theme and seemingly a significant impediment for investors. Still, select companies, including Magnit, Novatek and Yandex are noted as best in class for their governance practices as well as their investor relations.

Indeed, Russian issuers can differentiate themselves and secure more emerging market investors by practicing good corporate governance, improving transparency to levels commensurate with developed market peers, and employing a forthright approach to investor communication.

Summary of key findings and investor recommendations:

¡ Survey participants’ three-year outlook for Russia is mixed:• 43% are negative, citing country risk, concerns surrounding oil prices and

deficient corporate governance practices;• 30% are positive, citing an attractive growth profile at current valuations

despite a “deserved negative reputation”;• 22% are neutral, suggesting valuations are cheap - but for a reason - and

pointing to “political stability and governance issues”. ¡ 69% consider Russian stocks riskier than other emerging market stocks, with China

and Brazil considered the most comparable markets. ¡ Leading perceived risks/challenges regarding investment in Russian equities are

corruption (89%), corporate governance (89%) and country risk (83%). ¡ Investors find the Consumer, Financial and Technology sectors most attractive; the

Materials and Utilities sectors are considered least attractive. Views on the Energy sector are decidedly mixed.

¡ 46% of investors do not think now is a good time for Russian companies to IPO due to distressed valuations, perceived country risk and limited investor appetite.

¡ In terms of listing considerations:• Opinions regarding the merits of a U.K. Premium listing, which a Russian issuer

can obtain by incorporating in the U.K. or in other countries as guided by the U.K. regulations, were mixed. 33% of respondents report that a premium listing makes a Russian company more appealing and 28% indicate that it does not;

• 17% of investors reveal that the formation of the Moscow Exchange and introduction of new securities regulations have impacted their investment decisions, while 35% report that these developments have not;

• The study group is divided on whether Euroclear/Clearstream potentially settling Russian ordinary shares will impact their investment decisions; 30% believe it will, while 31% report it will not.

Executive Summary

Page 7: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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¡ On a 5.0-point scale, where 5.0 is the highest score, the investor relations of Russian companies received an average rating of 2.5 compared to 2.4 in 2012. The corporate governance practices of Russian companies received an average score of 1.8, in line with 2012 findings.• Investors consider the IR practices of Russian companies in line with those

of other emerging market companies, but note that the benchmark is relatively low;

• Russia’s corporate governance practices are generally viewed as weak compared to those of emerging market counterparts; key issues include “lack of [minority] shareholder rights”, limited transparency, and subpar investor communication.

¡ Companies considered having a best practice IR program and corporate governance are Lukoil, Magnit, Novatek and Yandex.

¡ Respondents indicate they learn about Russian investment opportunities primarily via internal research and the sell side (i.e., published research, conferences, sponsored trips).

¡ When meeting with Russian management teams, investors are most interested in hearing about the competitive landscape, including a company’s sustainable advantages, as well as opportunities/threats, in addition to covering operational issues and the corporate strategy.

¡ Ideally, investors would like to meet with Russian management teams once or twice a year.

¡ To capture additional investor mindshare and capital, survey participants recommend Russian companies improve corporate governance standards and enhance transparency.

Page 8: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Survey Findings

Three-year Outlook on RussiaNearly half of survey participants - comprising a group evenly divided between Europe and North America based investors - have negative outlooks on Russian companies. These investors consider investing in Russia “akin to gambling” and “unattractive” because they fundamentally “do not trust the [corporate] governance structure” and are concerned about the country’s ability to generate sustainable economic growth under current government policies. Indeed, they note that the future could be “messy” and maintain that corruption, at times excessive government control, lack of minority shareholder rights and overreliance on certain exports, such as oil, during a difficult price environment “all play a role” in what is driving their negative outlook.

Investor Commentary“Russia’s negative population, corruption, LNG prices and shale gas drives my sentiment.”

“It is more about the quality of underlying companies and their practices rather than the

country itself. Intra-country stock correlations are low.”

“I am negative on oil pricing. There needs to be governance reform, higher payouts and

better liquidity.”

“Most interesting Russian companies are not being run for shareholders. Fundamentally, I do

not trust the governance structure.”

However, 30% of investors - mainly Europe-based institutions - are positive, despite the aforementioned risks. They note that Russian companies are “misunderstood” and “far too cheap” to turn a blind eye towards. This finding suggests that it might be easier to attract investment from European money managers or that perhaps Russian issuers need to spend more time meeting with and educating North American investors about the nature and scope of the above risks. According to this group of respondents, Russia has “huge” potential and while the macro picture “doesn’t look great”, they remain optimistic about the possibility for “positive fundamental change”. To a lesser extent, they cite the upcoming 2014 Winter Olympics, taking place in Sochi, as a positive catalyst.

What is Your Three-year Outlook on Russian Investments?

30% Positive

22% Neutral

43% Negative

5% NA

Page 9: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Investor Commentary“Valuations are very attractive. Corporate governance is a main problem but could

improve over the next few years as Russia joined WTO in 2012. If corporate governance

were to improve meaningfully, I would be very bullish on Russia.”

“It trades at a deep discount to peers and there are positive structural changes on the

horizon. Despite its deserved negative reputation, we expect improvements on the legal,

structural and corporate governance fronts.”

Finally, the remaining survey participants report that Russia’s growth potential and attractive valuations are offset by systemic political and governance issues; this group is of the mindset that Russian equities are “cheap but for a reason”.

Page 10: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Hurdles to Investing in Russian EquitiesA key view emerging from polled investors is that governance in Russia and transparency levels - both of which are within issuers’ control - are subpar on an absolute and relative basis and as such, are identified risks to investing in the country. According to survey participants, improvement in these areas would go a long way toward instilling confidence in Russian issuers and are necessary to attract more investment from emerging market-dedicated investors.

Investor Commentary“It all starts with institutions, even though it is sympathetic towards Russian interests as

rightly perceived by Russia itself.”

“Politics.”

What do you see as the main risks/challenges to investing in Russia?

Corporate Governance

Corruption

Country Risk

Transparency Levels

Accounting Practices

Financial Communication

Trading Liquidity

Non-Compliance

Currency Fluctuations

0 20 40 60 80 100

89%

89%

17%

8%

21%

34%

53%

66%

83%

Page 11: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Russia Compared to Other Emerging Market Countries

Comparable Markets

While survey constituents point to China and Brazil as most comparable to Russia - citing commodity-driven economies, corruption and some country risk - 43% of the study group, including 52% of investors based in North America, are of the opinion that Russia is unlike any other emerging market country and that it is generally perceived to be in the bottom quartile.

These investors maintain that Russia’s economy and political environment are “unique” among large developing countries, in that there is “little commitment to private property rights, which doesn’t foster an equity culture”.

To a lesser extent, 13% of contributors point to India as most comparable, similar for its corruption, unique political environment and general “opacity” in accounting practices.

Investor Commentary“Brazil, India, China, Turkey, South Africa and Indonesia: There is huge potential, weak

political institutions and a restless middle class.”

“Brazil, India, China – Differences outweigh similarities, though. The other BRICs are

purer development stories yet they have much better functioning institutions and better

rule of law.”

“Russia is unique as it has a declining population and its wealth is largely based on

commodity prices….”

“Russia’s economy and political environment are unique.”

Comparable Markets5

China

Brazil

India

Africa

Turkey

Indonesia

North Korea

Kazakhstan

10 20 30 40

30%

28%

2%

2%

4%

4%

9%

13%

0

5 Africa comprises Nigeria, South Africa and Zimbabwe

Page 12: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Relative Risk

Underscoring investors’ general lack of confidence in Russia’s political environment and “non-compliance with social responsibility investment guidelines”, 69% of surveyed investors, including 67% of respondents based in Europe, report they perceive Russian stocks to be riskier than those of emerging market counterparts and specifically point to:

¡ 35% | Corruption ¡ 32% | Country risk ¡ 27% | Inadequate corporate governance standards, including transparency levels ¡ 14% | Macroeconomic risk

Investor Commentary“Accounting practices, governance, treatment of shareholders and level of transparency

sums it up.”

“Shareholder value does not seem to be high on the agenda, plus there is

the corruption.”

Those who do not feel that investing in Russia is riskier (31%), note that the government “appears stable” and believe that valuations are “reasonable,” with one surveyed investor commenting that “all markets are overtly risky”.

Investor Commentary“The valuations are reasonable enough to offset the risks.”

“Risk is compensated by growth potential.”

“The country has infrastructure and a middle class already in place. The government

appears to be stable but I do question finances.”

Are Russian investments riskier than other emerging market counterparts?

69% Yes31% No

Page 13: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Views on Russia’s SectorsMost Attractive Least Attractive

47% Consumer Goods

¡ “Growing demand”32% Materials

27% Technology

¡ “Quality engineers”

¡ “Know-how”

¡ “Intellectual capabilities”

¡ Low penetration/growing demand for e-commerce

32% Utilities

¡ Complexities

¡ Regulation

10% Industrials 14% Chemicals/Potash

10% Telecommunications/Mobile

Mixed

Energy

43% Positive

¡ Large supply

¡ “Strong market position”

¡ Growing consumption globally

50% Negative

¡ Particularly Oil and Gas

¡ State controlled

¡ Price environment

Metal and Mining

13% Positive

¡ “Vast resources”

¡ “Cheap”

23% Negative

¡ China slowdown

¡ Overcapacity of steel

Financials

30% Positive

¡ Valuations relative to “structural growth”

¡ “Improvement in margins”

23% Negative

¡ Corruption

¡ Global competition

Page 14: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Russia’s IPO MarketOnly 15% of surveyed investors believe that now is a good time to go public, highlighting that the implementation of investor relations and corporate governance practices that are higher than prevailing standards in Russia would be necessary to complete a successful initial public offering.

Nearly 40% declined to answer the question while 46% of surveyed investors cite the following reasons why Russian companies should not go public at this time:

¡ Russian valuations are “too distressed” ¡ Investors’ heightened awareness of risk and a lack of appetite for emerging

market stocks ¡ Country risk, and a “strained” business climate

Investor Commentary“Corporate governance is at an all-time low.”

“The multiples don’t support placements.”

While investors were challenged to identify suitable IPO candidates, a minority broadly suggested certain sectors:

¡ Technology, specifically IT and “High Tech” ¡ Consumer, including Retail ¡ Healthcare

Is now a good time for Russian companies to IPO?

46% No39% NA

15% Yes

Page 15: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Listing and Settlement Considerations

U.K. Premium Listing6

The merits of a U.K. Premium listing are somewhat mixed. Findings indicate that 33% of investors believe that a Premium listing increases the appeal of a Russian company, mainly because it improves credibility and transparency levels. These participants report that U.K. Premium listing standards are more stringent and that a Premium-listed Russian company would require greater oversight by its board of directors. They also report that a Premium listing provides increased trading liquidity and removes the “timing of settlement” issue that serves as an investment hurdle for some.

Investor Commentary“Yes, it does because it leads to more oversight, better reporting, and perceived

stronger shareholder protection in the U.K.”

“There are actual requirements to a Premium listing that engrain changes in

management behavior and require Board oversight.”

“A premium listing isn’t essential but it would help a lot. There is generally greater

liquidity in the U.K.”

However, 28% of survey participants report that a Premium listing does not change the investment appeal of Russian stocks, with 13% of this group commenting that it is “not necessary”.

Does a U.K. Premium listing make a Russian company more apealing as an investment?

24% Unsure15% NA

28% No

33% Yes

6 A Russian issuer can obtain a U.K. Premium listing by reincorporating in the U.K. or in other countries as guided by the U.K. regulator

Page 16: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Investor Commentary“Russia needs a credible, modern settlement system that demonstrates institutional and

government commitment to ownership rights in order to be taken seriously as an equity

market worth the name. Transparency is a close follower requirement, which is only

papered over by London plc shares.”

“I previously thought it would improve corporate governance but was shown that is not

the case.”

“Liquidity should be concentrated in one place and is best in the home market.”

“The U.K. listing is expensive to trade and not necessary.”

Nearly one-quarter of investors indicated they do not have sufficient knowledge regarding the topic while 15% declined to answer.

Moscow Exchange

According to 17% of survey participants, the creation of the Moscow Exchange – formed through the merger between MICEX and RTS – and the new securities regulations that followed have brought “slightly better” market visibility and trading liquidity, as well as improved access to Russian stocks.

Investor Commentary

“It made me think there is a glimmer of hope that things will improve.”

“It will make trading easier than using MICEX/RTS switches.”

“It’s the most logical place to trade Russian stocks but there is still a need for better

settlement procedures, etc.”

“It will provide slightly better liquidity and visibility.”

Thirty-five percent of investors indicate that the Moscow Exchange and new regulations have not impacted their investment decisions. They point to the need for improved public company business practices and a track record of value creation for shareholders. Nearly half of the study group indicated they did not have enough knowledge to answer or declined to answer.

Has the creation of the Moscow Exchange and new regulations impacted yourinvestment decisions?

31% Unsure17% NA

35% No

17% Yes

Page 17: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Investor Commentary“Liquidity has never been a constraint.”

“No; a proven record needs to be established.”

Euroclear/Clearstream

Euroclear/Clearstream’s role in the settlement of Russian ordinary shares, tentatively scheduled to begin in mid-2014, is expected to improve the image of Russia’s equity market and attract more investors to it, according to 30% of surveyed investors. Specifically, this group believes Euroclear/Clearstream settlement will boost trading liquidity and provide investment managers “higher comfort” when investing.

Investor Commentary“It will provide more confidence and liquidity.”

“I may buy more local shares if transaction costs go down to the level of ADRs/GDRs.”

“It should have a positive effect and increase investor participation,

mine included.”

“I am eager to concentrate trades on the local market, likely the most liquid continental

European one.”

Thirty-one percent of investors maintain that Euroclear’s/Clearstream’s program launch will not impact their investment in Russia’s public companies while 22% are unsure.

Investor Commentary“If the DVP [Delivery Versus Payment] in Russia works, there is no need for Euroclear. If

the DVP is not available, the Euroclear settlement will not amount to much.”

Will the future role of Euroclear/Clearstream in settlement impact your investment decisions?

22% Unsure17% NA

31% No

30% Yes

Page 18: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Investor Relations BenchmarksInvestors were asked to rate the overall IR practices of Russian companies relative to emerging market peers, using a 5.0-point scale, where 1.0 was the lowest possible score (Worse) and 5.0 was the highest possible score (Better). (Not every respondent provided a score or feedback on every measure.)

The investor relations of Russian companies received an average rating of 2.5, slightly above the 2012 score of 2.4. In general, surveyed investors consider the country’s IR practices in line with to slightly worse than those of other emerging market companies.

However, select areas of investor relations in Russia - specifically One-on-One Meetings and Investor Presentation Content - received higher marks from contributors. Conversely, Expectations Management was the lowest rated measure and considered worse by 25% of respondents.

While concern about the level of transparency and disclosure provided by Russian public companies is prevalent among investors, a number of issuers are seen to be demonstrating best-in-class IR practices:

¡ 38% each | Magnit and Yandex, for “good” communication and transparency ¡ 31% each | Lukoil, because it has “good” communication; and Novatek ¡ 15% each | M.video, because they “answer questions”; Gazprom, for high accessibility;

and Sberbank

Other companies mentioned by some survey participants include Polymetal, Uralkali and MD Medical Group, all of which investors cite as having “helpful” IR, as well as Mobile TeleSystems (MTS), Norilsk Nickel and Eurasia Drilling Company.

Investor relations benchmarks

Worse Slightly Worse In Line Slightly Better BetterNA

Accessibility

Proactive E�orts

Response Time

Investor Presentation Content

Expectations Mgmt.

Earnings Calls

Roadshow Frequency

One-on-One Meetings

Sell Side Coverage

0 20 40 60 80 100

Page 19: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Corporate Governance BenchmarksEmploying the same 5.0-point scale, where 1.0 was the lowest possible score (Worse) and 5.0 was the highest possible score (Better), investors were asked to rate the overall corporate governance practices of Russian companies relative to emerging market peers.

Russia’s corporate governance received an average rating of 1.8, in line with 2012 study findings. Ratings on corporate governance measures came in below that of investor relations practices. Of note, Treatment of Minority Shareholders earned the lowest overall score, with 58% of contributors rating it worse than Russia’s emerging market peers.

The companies cited above for demonstrating best-in-class IR, were also identified by investors as exhibiting best practice corporate governance. They are:

¡ 50% | Magnit ¡ 40% | Novatek ¡ 30% | Yandex ¡ 20% each | Lukoil; Gazprom; MTS; and M.video

One-off mentions include Rosneft, MD Medical Group and Norilsk Nickel.

Corporate governance benchmarks

Management Honesty/Candor

Transparency (Ownership Structure)

Treatment of Minority Shareholders

Board Independence

Financial Reporting

Transparency

Management Accessibility

0 20 40 60 80 100Worse Slightly Worse In Line Slightly Better BetterNA

Page 20: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Key Factors Leading to Investment in Russian CompaniesSurvey respondents indicate that internal research, including utilizing proprietary databases and screening software, and sell side research, conferences and sponsored trips, are the leading sources of investment ideas, with regard to investing in Russian issuers.

How do you typically learn about Russian investment opportunities?

Internal Research Proprietary Database

Sell Side

Independent Research

Journals, Publications

Colleagues

Third Party/Corporate Access

Proactive Outreach

Social Media Platforms

0 20 40 60 80

60%

52%

14%

16%

22%

30%

34%

42%

Page 21: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Investor Meetings with Senior Management The majority of investors would like to meet with the senior management teams of Russian companies one to two times a year.

When meeting with management, they report a keen interest in learning about the competitive landscape and what sets the company apart from competitors and gives it sustainable advantages.

Investors also expect management to provide an overview of the company, in terms of the strategy, operations, and opportunities and threats. Covering these areas is crucial to securing investment.

Of note, only 30% of surveyed investors prefer a Q&A format for management meetings, a preference that underscores the importance of utilizing investor presentations.

With regards to meeting with Russian companies, what is your preferred frequency?

17% Not important28% Once a year31% Twice a year

6% Quarterly18% NA

Page 22: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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What topics are you most interested in discussing with management?

Competitive Di�erentiators

0 20 40 60 80

Competitive Landscape

Operational, Strategic Information

Opportunities/Threats

Capital Allocation

Outlook, Forward- Looking Information

Value Proposition

Company Background, Basics

Key Performance Metrics

Product Outline

Industry Overview

Financial Data

Macroeconomic Environment

73%

68%

63%

63%

55%

53%

50%

48%

45%

43%

43%

40%

28%

Page 23: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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Attracting Capital from Outside RussiaTo secure more investment from outside Russia, surveyed investors recommend the following:

¡ 55% | Improve corporate governance standards, including demonstrating fair treatment of minority shareholders

¡ 36% | Enhance transparency and disclosure, including providing realistic and reliable guidance

¡ 18% | Serve as stewards of capital, with a focus on shareholder return ¡ 9% | Employ an honest and forthright approach to investor communication ¡ 9% | Increase visibility through sell side coverage

Investor Commentary“Demonstrate the value proposition of your particular company and alignment

with investors.”

“Be realistic about timeframes and the markets in which they compete.”

“Be transparent; provide honest answers as well as realistic and reliable guidance.”

“Be transparent and carefully align interests among controllers, management and

minority investors.”

“Seek highest corporate governance standards.”

“Become known to the investment world through sell side international brokers.”

“Other than a strong business case, there has to be trust in the CEO and the Board and

who is in charge.”

“Focus on return potential of the investment.”

“Do not invest all cash flow.”

“Increase payout, maintain a stable level of dividend growth, avoid rights issues and

show better capital discipline.”

“Hold IR and governance to Western standards and institute a dividend policy.”

Page 24: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

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1. Do you currently invest in, plan to invest in or have you ever invested in

Russian companies?

2. How would you classify your investment style?

3. What is your market cap mandate?

4. What coverage areas do you follow?

5. What is your three-year outlook for Russia?

6. Briefly, what is driving your sentiment on Russia?

7. What do you see as the main risks and/or challenges regarding the Russian

investment space?

8. From your perspective, which emerging market countries are most comparable

to Russia? Why?

9. Do you perceive Russian stocks to be inherently riskier than other emerging

market stocks? Why?

10. In comparison to emerging market peers, how would you rate

the following in regard to Russian companies’ IR efforts and

corporate governance?

• Management Accessibility

• Management Honesty and Candor

• IR Accessibility

• IR Responsiveness

• IR Proactive Outreach/Calls

• Disclosure, Transparency

• Financial Reporting/Accounting

• Managing Investor Expectations

• Investor Presentation Content

• Earnings Call Content

• Non-deal Roadshow Frequency

• One-on-one Meeting Quality

• Sell Side Coverage

• Transparency: Ownership Structure

• Treatment of Minority Shareholders

• Board Independence

Survey Questionnaire

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11. In your experience, which Russian companies have best practice investor relations

and why?

12. In your experience, which Russian companies have best practice corporate

governance and why?

13. Which Russian sector(s) do you see as the most attractive and why?

14. Which Russian sector(s) do you see as least attractive and why?

15. Is now a good time for Russian companies to IPO? Why/why not?

16. With regard to the current Russian IPO pipeline, which companies do you believe

have the best opportunity of listing? Why?

17. Does a U.K. Premium listing via plc shares make a Russian company generally

more appealing than if it were listed via GDRs or in Russia only? Please explain.

Why/Why Not?

18. Has the creation of the Moscow Exchange and introduction of new securities

regulations impacted your investment decisions? Please explain. If yes, how?

19. It is expected that starting in mid- 2014, Euroclear/Clearstream will be allowed

to settle Russian ordinary shares. Will this impact your investment decisions?

If yes, how?

20. How do you typically learn about Russian investment opportunities?

21. When meeting with a Russian management team, what do you want them to

cover? Please select all that apply.

22. In an ideal world, how often would you like to meet with Russian management?

23. In general, what advice would you give Russian companies seeking to attract your

investment capital?

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Provider of Choice

J.P. Morgan is the premier provider of customized Depositary Receipts solutions to the world’s leading issuers. We leverage our distinct strength as a global Equities leader to help our clients navigate the capital markets and attract high-quality investors. Guided by J.P. Morgan’s core principle of “first class business in a first class way,”

DR issuers have relied on us for over 85 years for the trusted advice and long-term partnership that only we can offer.

We provide a differentiated approach to Depositary Receipt solutions:

¡ Focused client base ensures an exceptional client experience

At J.P. Morgan, we focus our attention on the quality - not quantity - of clients

and programs we serve. This allows us to deliver a client experience centered on

individualized attention and service.

¡ Excellence and innovation is in our DNA

With a record of “firsts” in the industry – from launching the first ADRs in Europe,

Asia, and Latin America to inventing the first Hong Kong DR in 2010 – J.P. Morgan

exemplifies a heritage of innovation, leadership, and commitment to the DR

business. Our team’s extensive experience and proven track record in executing

complex transactions for issuers in both mature and new DR markets helps to give us

the added edge in the DR marketplace.

¡ Moscow-based senior-level DR client coverage executive

J.P. Morgan is the only bank with senior-level DR presence and full-time coverage

of DR clients from Moscow allowing for faster turnaround to client requests.

Our Moscow-based colleague, Danny Khoussainov, has extensive experience in

investor relations from his previous role in IR at Mobile TeleSystems (one of the most

liquid and active DR issuers from Russia). Danny is supported by a Russian-speaking

team in London, DR Client Coverage expert, Daniela Utane and Client Services

specialist, Djamilia Kurmanbaeva. Their prior experience is in Equity Capital Markets,

Equity Research and Equity Derivatives.

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23

¡ An integrated, firm-wide approach to the issuers’ IR and capital markets needs

As the world’s leading investment and depositary bank, J.P. Morgan is uniquely

positioned to provide clients with a truly integrated equity solution – connecting

the issuers with our extensive network of buy- and sell-side market participants,

along with giving them access to IR and capital markets professionals who guide the

issuers step-by-step in growing their DR programs. Our advisory-based approach

helps the issuers identify and attract new investors, while deepening relationships

with existing ones.

¡ A partner and an ally, to both the issuers and their investors

Everything we do is with our clients’ best interests in mind. Since many of our clients,

and their investors, have broader relationships with J.P. Morgan, we will always act in

their long-term best interests and uphold the highest standards of integrity in all our

actions. Issuers can count on us to partner with them every step of the way.

¡ Outstanding track record of transfers

J.P. Morgan has an outstanding track record of transfers away from competitor

depositary banks. In the last 12 months alone J.P. Morgan has been chosen as the

successor depositary bank by several large issuers globally, including Alcatel-Lucent,

Teva, SABMiller and Gerdau. Programs aggregating a balance of 1.8bn DRs with a

market value of $32.3bn have moved away from other depositary banks to

J.P. Morgan during this period. The main driver behind this decision to transfer has

been superior client service and the quality of the team that J.P. Morgan offers.

Page 28: Investor Opinions of Russian Companies - J.P. Morgan · the steps that investors recommend Russian companies take in order to attract more emerging market-dedicated capital from Europe

The products and services featured above are offered by JPMorgan Chase Bank, N.A., a subsidiary of JPMorgan Chase & Co. JPMorgan Chase Bank, N.A. is authorised by the Office of the Comptroller of the Currency in the jurisdiction of the U.S.A. Authorised by the Prudential Regulation Authority in the jurisdiction of the U.K.. Subject to regulation by the Financial Conduct Authority and to limited regulation by the Prudential Regulation Authority. Details about the extent of our regulation by the Prudential Regulation Authority are available from us on request. J.P. Morgan is a marketing name for businesses of JPMorgan Chase & Co. and its subsidiaries worldwide.

©2013 JPMorgan Chase & Co. All rights reserved.

For more information, please contact your J.P. Morgan representative or visit: jpmorgan.com/investorservices

Contacts

Vikas TaimniEmerging Markets Client Management+852 2800 [email protected]

Danny KhoussainovRussia Client Management Head+7 495 [email protected]

Daniela UtaneRussia Client Management+44207 134 [email protected]

Djamilia KurmanbaevaRussia Client Service+44207 134 [email protected]

Ivan PeillHead of Investor Relations Advisory Services+1 212 552 [email protected]

Greg LevendisHead of Transaction Advisory Services+1 302 552 [email protected]

Monica WernerHead of Proxy Advisory Services+1 302 552 [email protected]


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