Notice of the Annual General Meeting of Shareholders of the Moscow Exchange
Open Joint Stock Company "Moscow Exchange MICEX-RTS" (the Moscow Exchange), being a legal entity established and operating under the laws of the Russian Federation, with the Primary State Registration Number 1027739387411, located at the address: 13 Bolshoy Kislovsky pereulok, Moscow, Russian Federation, hereby notifies on convocation and holding of the Annual General Meeting of Shareholders of the Moscow Exchange on 28 April 2015 (hereinafter, AGM or the Meeting).
1. Form of the Meeting: meeting (joint presence of shareholders for discussion of items on the agenda and approval of the items put to vote).
2. Meeting date: 28 April 2015.
3. Venue of the Meeting and registration of the persons entitled to participate at the Meeting: room 7.100, 7th floor, build.1, 4/7 Vozdvizhenka str., Moscow, Russian Federation.
4. Start of registration of the Meeting's participants: 11:00 Moscow time on 28 April 2015 at the venue of the Meeting.
5. Start of the Meeting: 12.00 Moscow time.
6. The date of making up the list of persons entitled to participate at the Meeting: 16 March 2015.
7. Agenda of the Meeting:
1. Approval of the Annual Report, annual financial statements, net profit distribution, including payment (announcement) of dividends on shares of the Moscow Exchange based on the results of the 2014 fiscal year:
1.1. Approval of Moscow Exchange's 2014 Annual Report;
1.2. Approval of Moscow Exchange's annual financial statements, including Financial Results Report for the 2014 fiscal year;
1.3. Distribution of Moscow Exchange's net profit, including payment (announcement) of dividends based on the results of the 2014 fiscal year.
2. Election of members to the Supervisory Board of the Moscow Exchange.
3. Determination of the quantitative composition of the Moscow Exchange's Revision Commission and election of members to the Moscow Exchange's Revision Commission:
3.1. Determination of the quantitative composition of the Moscow Exchange's Revision Commission;
3.2. Election of Moscow Exchange Revision Commission members.
4. Determination of the composition of the Moscow Exchange's Supervisory Board for election after the AGM of the Moscow Exchange in 2015.
5. Election of the sole executive body (Executive Board Chairman) of the Moscow Exchange.
6. Approval of Moscow Exchange's auditor.
7. Moscow Exchange rename and approval of the Charter of Public Joint-Stock Company "Moscow Exchange MICEX-RTS".
8. Approval of Provisions on Public Joint-Stock Company "Moscow Exchange MICEX-RTS" General Shareholders Meeting.
9. Approval of Provisions on the Supervisory Board of Public Joint-Stock Company "Moscow Exchange MICEX-RTS".
10. Approval of Provisions on Remuneration and Expenses Compensation of the Members of Public Joint-Stock Company "Moscow Exchange MICEX-RTS" Supervisory Board.
11. Approval of the size of remuneration payable to members of the Supervisory Board of the Moscow Exchange.
12. Approval of the size of remuneration payable to members of the Moscow Exchange Revision Commission.
13. Approval of related-party transactions regarding calling and and conducting General Shareholders Meetings, which may be made between Moscow Exchangeand CJSC Registrar Company STATUS in the future in the course of ordinary business.
14. Approval of related-party transactions on placement of Moscow Exchangespare cash on deposits with Sberbank and Bank NCC, conversion deals with Bank NCC which may be made by the Moscow Exchangein the future in the course of ordinary business.
15. Approval of related-party transactions on lease of immovable property and parking spaces which may be performed with the MICEX Stock Exchange, NSD, Bank NCC, and National Mercantile Exchange in the future the course of ordinary business.
16. Approval of a contract for liability insurance of members of the boards of directors (supervisory boards) and officers of Moscow Exchange and its subsidiaries as a related-party transaction.
8. The procedure for a review of the information (materials) to be presented in the course of preparation for the Meeting, and the addresses where such information may be received:
- Information (materials) shall be available to the persons entitled to participate at the Meeting at the premises of the sole executive body's, Chairman of the Executive Board of Moscow Exchange, at:
13 Bolshoy Kislovsky per., Moscow, Russian Federation, 125009 (additionally at: 13 Bolshoy Kislovsky per., office 517, Moscow, Russian Federation, 125009); - Information (materials) shall be available to the persons entitled for participation in the Meeting starting from 7 April 2015;
- Information (materials) to be available to the persons entitled to participate at the Meeting in the course of preparation for holding the Annual General Meeting of shareholders of the Moscow Exchange shall be published on the home page of the Moscow Exchange in the Internet at: http://moex.com by 7 April 2015.
9. The shareholders may exercise their right to participate at the Meeting by sending the completed voting ballots with the power of attorney enclosed (if required) to: 13 Bolshoy Kislovsky per., Moscow, Russian Federation, 125009, the Moscow Exchange. The completed voting ballots shall be delivered to the specified address by 26 April 2015. The voting ballots submitted after the specified date will not be counted for the quorum of the Meeting and vote counting.
- In addition please be advised on the following.
- To have an access to the premises where the Meeting will be held and to participate at the Meeting, a shareholder being an individual person as well as the representative of a shareholder being a legal entity shall have his/her passport or other ID.
The representative of a shareholder being a legal entity who is participating at the Meeting (or has signed the submitted voting ballot) by law, by other legal acts or constitutive documents (without providing a power of attorney) shall have (or enclose to the submitted voting ballot) duly certified copies of constitutive documents of a shareholder being a legal entity and document(s) which confirm his/her credentials (including a duly certified copy of the resolution (an extract from the resolution) on his/her election or appointment).
- The representative of a shareholder who is participating at the Meeting (or has signed the submitted voting ballot) on the basis of a power of attorney shall have (or enclose to the submitted voting ballot) an original or a notarized copy of the power of attorney.
- To receive additional information during a period of preparation for the Meeting, please call at the following telephones or contact by the following emails:
- with regard to exercise of the shareholders' rights:
ir@moex.com or using the feedback form http://moex.com/ru/feedback.aspx - with regard to proper execution of powers of attorney for voting on items of the agenda of the Meeting, and a receipt, if necessary, and filling in the voting ballots:
+ 7 (495)974-8345 ("STATUS" CJSC, Issuers Department) - with regard to a review of information (materials) for the Meeting:
+7 (495)363-3232 (Moscow Exchange, Information Disclosure Division of the Corporate Governance Department).
- with regard to exercise of the shareholders' rights:
Materials for the AGM of the Moscow Exchange.
For further information, please contact the Public Relations Department at (495) 363-3232.