OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES.

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1 OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES Moscow,

2 TABLE OF CONTENTS 1. General provisions Information disclosure policy Information content and disclosure procedure Disclosure of information by representatives of the Agency Insider information Guidelines compliance control Final provisions

3 1. General provisions 1.1. The present Information Policy Guidelines of the Agency for Housing Mortgage Lending (the Guidelines ) have been prepared in accordance with the applicable laws of the Russian Federation, bylaws of the Agency for Housing Mortgage Lending (the Agency ), internal documents of the Agency, and the Russian corporate management practice Information shall be disclosed by the Agency in compliance with the laws of the Russian Federation, bylaws and internal documents of the Agency, including the present Guidelines The Guidelines set forth the principles of information disclosure, information content, documents to be disclosed, and disclosure procedures Executive bodies of the Agency shall ensure full disclosure of information relevant for investment and management decision-making, and provide for maximum protection of the commercial secret of the Agency. 2. Information disclosure policy 2.1. The policy of disclosing information regarding the Agency s operations is based on the following: regular and timely provision of information; accessibility of information for all interested parties; equal access to the disclosed information for all interested parties; provision of objective, reliable and complete information; reasonable balance between the applicable legal requirements of the Russian Federation regarding disclosure of information and protection of the Agency s commercial secret. 3. Information content and disclosure procedure 3.1. Laws of the Russian Federation establish a list of documents and information that the Agency is bound to disclose to: all interested parties (i.e. public information); shareholders and their representatives The Agency shall disseminate public information pursuant to the procedures and schedules established by the laws of the Russian Federation. The Agency shall publish such information at and other mass media as per the provisions of the applicable laws Public information shall include: Information on the finances and business operations of the Agency circulated as notices of material events, as follows: a) reorganisation of the Agency, its subsidiaries and affiliates; b) events leading to a one-off increase or reduction of the Agency s assets value by over 10 percent; c) events leading to a one-off increase (reduction) of the Agency s net profit or net loss by over 10 percent; 3

4 d) one-off transactions where their amount or the value of the assets involved in such transactions stand at or over 10 percent of the Agency s assets value as of the date of the transaction; e) information on the stages of a securities issue; f) suspending or reopening an issue; g) announcement of an issue (additional issue) failed or void; h) inclusion of a shareholder holding at least 5 percent of the Agency s ordinary shares in the shareholder register, and any development resulting in the share of the holder becoming higher or lower than 5, 10, 15, 20, 25, 30, 50, or 75 percent of all placed ordinary shares; i) Agency s record date; j) due dates for the issuer s obligations to the holders of the issuer s securities; k) resolutions of the general meetings of shareholders; l) accrued and/or paid dividend on the Agency s securities; m) voluntary or mandatory offers received by the Agency as an open joint stock company, in accordance with Article 12 of the Federal Law on Joint Stock Companies (including competing offers); n) notices on the right to request a buy-back or buy-back requests from a person holding over 95 percent of the Agency s ordinary shares with the voting rights pursuant to Clause 5, Article 32 of the Federal Law on Joint Stock Companies, including the shares held both directly by such person and their affiliates. Notices of material events containing public information on the finances and business operations of the Agency shall be circulated pursuant to the laws of the Russian Federation Information provided at various stages of the securities issue In the course of an issue, information shall be disclosed as a notice of a material event titled Information on the stages of the securities issue, as follows: announcement of a decision to issue securities; approval of the decision to issue (additional) securities; state registration of the issue (additional issue); state registration of the post-issue (additional issue) report; and other announcements pursuant to the laws of the Russian Federation. The format of information disclosure in the course of an issue shall be as follows: announcement of the issue commencement date; announcement of a rescheduled issue commencement date; announcement of the offer price (and pricing procedure); notice of a material event Information on the stages of the securities issue presenting information on the issue (issue commencement and closure dates); announcement of suspending the issue; announcement of reopening the issue. 4

5 Public information at various stages of the securities issue shall be disseminated pursuant to the laws of the Russian Federation Information that may have material effect on the market price of the Agency s securities, including: a) decision of the Agency s Supervisory Council to do the following: convene an annual or extraordinary meeting of shareholders, and approve the agenda thereof; establish a sole and/or collegial executive body; early remove from office the sole executive body and/or members of the collegial executive body; suspend powers of the sole executive body, including the management company or the manager; advise on the dividends payable on the Agency s shares and the dividend payment procedure; make recommendations as to a voluntary offer pursuant to Article 84.1 of the Federal Law on Joint Stock Companies (including competing offers pursuant to Article 84 of the Federal Law on Joint Stock Companies), or a mandatory offer pursuant to Article 84.2 of the Federal Law on Joint Stock Companies, including assessment of the proposed purchase price of the securities and prospective fluctuation of their price after the transaction, assessment of plans of the person making such voluntary or mandatory offer, including plans with regard to the employees of the Agency; present a proposal on the reorganisation of the Agency, and terms and procedures thereof, to the general meeting of shareholders; approve a major transaction of the Agency; appoint a registrar to maintain the register of stockholders and terms of agreements therewith; terminate the contract with the registrar in charge of the Agency s register of stockholders; buy back shares, bonds and/or options of the Agency, and other securities; establish (dissolve) subsidiaries, and/or open (close down) representative offices of the Agency; b) expiry of powers of the sole executive body and/or members of the collegial executive body of the Agency; c) change of the interest in the authorised share capital of the Agency, its subsidiaries and affiliates, owned by members of the Supervisory Council, collegial executive body, and the person holding the office (performing the function) of the sole executive body of the Agency, including the management company or the manager; and/or change of the number of shares owned by such persons in the Agency, its subsidiaries and affiliates; Members of the Supervisory Council, collegial executive body, and the person holding the office (performing the function) of the sole executive body of the Agency, including the management company or the manager, shall disclose information on the Agency s securities owned by them and on sale and/or purchase of the Agency s securities. d) interested-party transactions of the Agency subject to approval by a competent management body of the Agency pursuant to the laws of the Russian Federation, where the amount of such transaction stays at or over 5 percent of the book value of the Agency s assets as per its 5

6 accounting statement on the last reporting date; this information is subject to disclosure prior to such approval by the competent management body of the Agency; e) initiation of bankruptcy proceedings against the Agency and/or its subsidiaries and affiliates by arbitration authorities, and/or commencement of a bankruptcy procedure; f) execution of an agreement between the Agency and a stock exchange to list the Agency s securities (i.e. an agreement with a stock market operator to include the Agency s securities in the list of traded securities); g) inclusion of the Agency s securities in and exclusion from the list of traded securities by a stock market operator; h) permission of the national stock market regulator to offer and/or list the Agency s securities outside the Russian Federation; i) notice of a material error identified in previously published and/or in another manner disseminated financial (accounting) statements of the Agency; j) notice of dissemination of interim (quarterly) or annual financial (accounting) statements of the Agency and/or interim (quarterly) or annual consolidated financial (accounting) statements prepared in accordance with the International Financial Reporting Standards (IFRS) or the US Generally Accepted Accounting Principles (GAAP); k) Agency s application to register information on its reorganisation and/or dissolution in the Unified State Register of Legal Entities; l) notice of dissolution of a subsidiary and/or affiliate of the Agency; m) receipt, suspension, withdrawal (cancellation), exchange, extension, or expiry of a licence required to carry out activities essential for the Agency; n) legal claim against the Agency, its subsidiaries and/or affiliates, if sustainment of such claim may have a material effect on the financial position or business operations of the Agency, its subsidiaries or affiliates; o) change of website addresses used by the Agency to publish its information; p) acquisition of at least 5percent in the equity capital (mutual fund) of another business entity, or at least 5 percent of its ordinary shares; change of such holding where it becomes higher or lower than 5, 10, 15, 20, 25, 30, 50 and 75 percent; q) announcement of a cancellation of a general meeting of shareholders, disclosure of other information pursuant to the applicable laws of the Russian Federation. Public information of the events that may have a material effect on the price of the Agency s securities shall be disseminated pursuant to the laws of the Russian Federation. Where employees or officials of the Agency, including members of the Supervisory Council, give comments in media, including interviews, on a certain decision taken by management bodies of the Agency and subject to mandatory disclosure (including notice of a material event subject to publication in the news bulletin), and where such comments are given prior to the publication in the news bulletin, the Agency shall, no later than on the next day, publish an announcement of such decision in the news bulletin regardless of the term for the publication thereof prescribed by law. The Agency shall ensure that all press releases on decisions taken by management bodies of the Agency and subject to publication in the news bulletin, including notices of material events, are 6

7 duly published in such news bulletins. Such press releases shall be published within the period established by the applicable laws. Where the Agency discloses information on a decision taken by management bodies through publishing a respective notice in the news bulletin, including a notice of a material event, the publication of a press release shall not be required Quarterly report of the issuer The quarterly report of the Agency as an issuer shall present results of the respective quarter. The quarterly report shall be signed by the person holding the office (performing the function) of the sole executive body of the Agency and the chief accountant (or another person performing the chief accountant s functions). The content of the quarterly reports shall comply with the requirements of the applicable laws. The quarterly reports shall be published by the Agency in the time and manner set forth in the laws of the Russian Federation. The Agency shall announce in the news bulletins the procedure to access its quarterly reports, the announcement itself being compliant with the procedures and schedules established by the laws of the Russian Federation Annual report of the Agency The annual report of the Agency shall present the results of the respective year and contain the following: a) Agency s position in the industry; b) priorities of the Agency; c) report of the Supervisory Council on the Agency s performance with regard to its priorities; d) Agency s development prospects; e) information on payment of the announced (accrued) dividend on the Agency s shares; f) key risks related to the operations of the Agency; g) list of transactions executed by the Agency throughout the reporting year that are deemed major transactions pursuant to the Federal Law on Joint Stock Companies; and other transactions which are subject to the major transaction approval procedure in accordance with the bylaws of the Agency; for every such transaction the following shall be specified: the material terms and conditions and the management body of the Agency granting the approval thereof; h) list of transactions executed by the Agency throughout the reporting year that are deemed interested-party transactions pursuant to the Federal Law on Joint Stock Companies; for every such transaction the following shall be specified: the interested party (-ies), the material terms and conditions and the management body of the Agency granting the approval thereof; i) composition of the Supervisory Council, including changes therein throughout the reporting year; information on the members of the Supervisory Council, including their curriculum vitae, interest in the Agency s authorised share capital, and the number of ordinary shares in their holding. Where the Supervisory Council member sold or bought shares of the Agency in the reporting year, the information on such transactions, including the date, scope, class of shares, and the number of the shares under the transaction shall also be disclosed; j) information on the person holding the office of the sole executive body of the Agency and the members of its collegial executive bodies, including their curriculum vitae, interest in the Agency s authorised share capital, and the number of ordinary shares in their holding. Where 7

8 such persons sold or bought shares of the Agency in the reporting year, the information on such transactions, including the date, scope, class of shares, and the number of the shares under the transaction shall also be disclosed; k) criteria and amount of the remuneration (compensation) to the person holding the office of the sole executive body of the Agency, every member of the collegial executive body and the Supervisory Council of the Agency, or the total remuneration (compensation) to all those persons paid or payable following the results of the reporting year; l) information on compliance with the Agency s Code of Conduct; m) other information pursuant to the bylaws or other internal documents of the Agency; n) balance-sheet (Form 1); o) profit and loss statement (Form 2); p) statement of changes in equity (Form 3); q) cash flow statement (Form 4); r) appendix to the balance sheet (Form 5); s) explanatory note to the accounting statement; t) auditor s opinion. The annual report shall be signed by the person holding the office (performing the function) of the sole executive body of the Agency and the chief accountant (or another person performing the chief accountant s functions). The annual report is subject to initial approval by the Supervisory Council and final approval by the general meeting of shareholders. The accuracy of the data contained in the annual report shall be confirmed by the Internal Audit Committee. The annual reports shall be published by the Agency in the time and manner set forth in the laws of the Russian Federation Accounting statements of the Agency The Agency shall disclose its statements as follows: a) interim (quarterly) accounting statements under the Russian accounting standards (RAS) as part of the respective quarterly report, and on its website; b) annual accounting statements under the RAS both as part of the quarterly report for the first quarter of the year following the reporting year, and as a separate document published on the Agency s website; c) financial statements under the International Financial Reporting Standards (IFRS) published on the Agency s website Bylaws and internal documents of the Agency The Agency shall disclose the bylaws, changes and amendments thereto, and other internal documents regulating the Agency s operations pursuant to the procedures and schedules established by the laws of the Russian Federation. 8

9 Affiliates The Agency shall disclose the list of its affiliates. The list of the affiliates shall be compiled and published on the Agency s website in accordance with the applicable laws of the Russian Federation, and authenticated by signature of the competent representative of the Agency. The list of the affiliates shall be disclosed in the time and manner set forth in the laws of the Russian Federation Additional information on the Agency s securities a) decision to issue (additional) securities: To prepare an issue (additional issue) of its securities, the Agency shall first announce a decision to issue (additional) securities. The list of the information included into the decision to issue (additional) securities shall be compliant with the legal requirements of the Russian Federation. The decision to issue (additional) securities shall be subject to approval by the Supervisory Council of the Agency. The decision to issue (additional) securities shall be disseminated by the Agency pursuant to the procedures and schedules established by the laws of the Russian Federation. b) Prospectus: The Agency shall produce a Prospectus in the course of preparation for an issue (additional issue) of securities, where required by law. The list of information to be included in the Prospectus shall be compliant with the legal requirements of the Russian Federation. The Agency s Prospectus shall be subject to approval by the Supervisory Council of the Agency. The Prospectus shall be disseminated by the Agency pursuant to the procedures and schedules established by the laws of the Russian Federation. c) post-issue report (on an issue or additional issue of securities) (notice on results of issue (additional issue) of securities): Upon completion of the issue, the Agency shall draft a post-issue report. The list of information to be included in the report shall be compliant with the legal requirements of the Russian Federation. The post-issue report covering the issue (additional issue) of securities shall be disseminated by the Agency pursuant to the procedures and schedules established by the laws of the Russian Federation. Where so required by the applicable laws, the Agency shall prepare a post-issue notice instead of the above report. d) research data regarding the issue (information memoranda, reviews, press releases, etc.); e) price quotation on the Agency s securities. 9

10 The Agency shall additionally disclose at: the following information regarding members of the Supervisory Council, collegial and sole executive bodies: curriculum vitae, interest in the Agency, and transactions between those parties and the Agency The Agency shall additionally disclose at the following information (published in the form of notice): a) change of the Agency s name; b) cease of production of goods or provision of services, where such goods or services accounted for at least 10 percent of the total amount of the goods and services of the Agency in the financial year preceding the reporting year; c) change of business priorities of the Agency; d) other notices that the Agency deems material pursuant to the laws of the Russian Federation The Agency shall provide any interested party with access to all the notices, including the notices on material events published pursuant to the applicable laws, registered decisions to issue (additional) securities and Prospectuses with amendments to these documents, post-issue reports, post-issue notices, quarterly reports, and other documents subject to mandatory disclosure by keeping copies thereof at the location of the Agency s permanent executive body. The Agency shall provide all interested parties, upon their request, with copies of the above documents authenticated by signature of an authorised representative of the Agency; the documents shall be provided gratis, within seven (7) days after the request The Agency shall provide information to its shareholders and their representatives pursuant to the laws of the Russian Federation, bylaws and internal documents of the Agency Information on convocation of a general meeting of shareholders shall be disseminated pursuant to the procedures and schedules established by the laws of the Russian Federation, bylaws and internal documents of the Agency. Information (materials) to be provided in the course of preparation of the general meeting of shareholders to those entitled to participate in: a) annual general meeting of shareholders: Agency s annual report; annual accounting statement (balance sheet statement, profit and lost statement); opinion of the Internal Audit Committee and the auditor on the annual accounting statement of the Agency; information on the candidates to the executive bodies, Supervisory Council, and Internal Audit Committee; draft changes or amendments to the bylaws, or a new draft version of the bylaws; draft internal documents; draft resolutions of the general meeting of shareholders; information (materials) pursuant to the Agency s bylaws; advice of the Supervisory Council on distribution of profit, including the dividend on 10

11 the Agency s shares, and dividend payment procedure; and distribution of the Agency s losses following the financial year. b) extraordinary general meeting of shareholders: information (materials) relevant to the matters under consideration. The information (materials) shall be provided by the Agency pursuant to the procedures and schedules established by the laws of the Russian Federation, bylaws and internal documents of the Agency. The Agency shall provide access to its documents to shareholders, upon their request. The Agency shall provide copies of the Agency s documents to the parties entitled to get access to those documents, upon their request Additional information: content and disclosure procedure The Agency shall in addition publish the following information on its websites at a) overview of the federal mortgage lending system; b) key regulatory documents determining operations of the Agency and the state mortgage lending policy; c) primary and secondary mortgage lending market reviews; d) standards of lending, re-financing and supervision of mortgage loans applied by the Agency (with all amendments and clarifications); e) information on financial and business operations, corporate activities of the Agency, including respective decisions of the Agency s management bodies; f) information on the Unified Information System of the Agency; g) analytical reports of the Agency; h) educational programmes of the Agency; i) presentations (both text and slides) on the operations of the Agency; j) video and audio records of public presentations made by the Agency s executives; k) events organised/co-organised, or supported by the Agency, and important events involving the Agency s executives; l) other documents and notices related to the operations of the Agency To provide for operative presentation and accessibility of its information, the Agency shall also use other tools of communications: a) briefings, press conferences, telephone conferences, and internet-conferences covering the material corporate events; b) participation of the Agency s employees in conferences, round-table meetings, seminars, and other public events organised by Russian and international financial institutions; c) meetings with representatives of investors, business communities, public and lobbying organisations both in Russia and abroad. 11

12 4. Disclosure of information by representatives of the Agency 4.1. The Agency s division in charge of public relations shall be responsible for implementation of the communications policy and disclosure of information Public relations and investor relations divisions shall jointly organise interaction between representatives of the Agency regarding communications with investors and investor community The head of the Agency s division which the internal documents put in charge of preparation of information subject to mandatory disclosure pursuan to the laws of the Russian Federation shall be responsible for the content thereof Persons authorised to make public representations regarding the operations of the Agency are Chairman and members of the Supervisory Council, members of the Management Board, Chief Executive Officer, Deputy Chief Executive Officers, executive directors, and heads of the Agency s structural divisions within their competence Staff members of the Agency s divisions in charge of public, investor, government and partner relations shall have the right to disclose information strictly within their competence upon agreement with the persons listed in Clause 4.4 hereof CEO shall have the power to order staff members of the Agency to make public presentations (provide information) on behalf of the Agency at local and overseas conferences, meetings seminars, interagency meetings of ministries, other competent bodies, federal and regional executive authorities, judicial authorities, non-governmental and non-commercial organisations, and other public events; participate in press conferences, briefings, telephone-, internet and video conferences, give interviews and comments to Russian and foreign media, and financial and investment companies Staff members of the Agency authorised to communicate with the public shall take measures pursuant to the laws of the Russian Federation to oppose inadequate information where dissemination of such information may cause damage to the Agency. 5. Insider Information 5.1. Insider information is non-public information of commercial value for the Agency, related to its operations, including as an issuer of issue-grade securities, and to security transactions that becomes known to a certain person through their professional duties, management powers or other relations with the Agency, where its disclosure may have a material effect on the market value of the publicly traded securities of the Agency Right of access to the insider information shall be granted to the following persons: members of the Supervisory Council, members of the Management Board, Chief Executive Officer, members of the Audit and Compliance Commission under the Supervisory Council, Deputy CEOs, executive directors, members of the Internal Audit Committee, and persons having labour or service contracts with the Agency and enjoying access to the insider information in accordance with their job descriptions, contracts signed or other internal documents of the Agency Insider information shall include the following: financial, economic, accounting, operatonal or other information having actual or prospective commercial value as being unknown to any third parties; where there is no free legitimate access thereto, and where the Agency has taken 12

13 measures to protect it pursuant to the applicable laws and these guidelines, until its disclosure pursuant to the applicable laws of the Russian Federation. The insider information shall include the following: a) accounting statements (quarterly and annual) and accounting documents of the Agency; b) reports of independent assessors; c) material changes in financial indicators of the Agency; d) election of the auditor of the Agency; e) actions of state bodies and competing institutions towards the Agency; f) changes in the shareholder structure; g) planned changes in the Agency s management composition or structure; h) involvement in any litigation; i) material changes of value of the Agency s assets and liabilities; j) execution or termination of major contracts and other transactions of the Agency; k) planned purchase or buy-back of the Agency s shares; l) advice on the dividend amount by the Supervisory Council of the Agency; m) default of the Agency; n) resolutions of the Agency s management bodies; o) foundation or closing down of the Agency s subsidiaries or representative offices; p) reduction of the authorised share capital; q) re-organisation or bankruptcy of the Agency; r) material errors identified in previously published and/or in other ways disclosed financial (accounting) statements of the Agency; s) other information on the Agency, its operations or securities to be disclosed, prior to its disclosure pursuant to the laws of the Russian Federation and these guidelines; t) other non-public information on the Agency, its operations or securities, where its disclosure may have a material effect on the market value of the Agency s securities Chief Executive Officer, members of the Supervisory Council, Management Board, Internal Audit Committee, and Audit and Compliance Committee under the Supervisory Council shall have access to any insider information about the Agency, its operations and securities Insiders who are bearers of the the information not listed in Clause 5.4 of these guidelines, shall have the right to access the insider information required for fulfilment of their obligations under the applicable law, contracts with the Agency, and internal regulations of the Agency Contracts with the persons or entities having access to the insider information shall contain non-disclosure provisions Bearers of the insider information shall not: a) provide the insider information or information based thereon to other parties, or make it accessible to third parties, unless otherwise required by the laws of the Russian Federation; b) give advice to third parties on securities dealings based on the above information. 13

14 5.8. The internal audit body shall supervise application and dissemination of the insider information and compliance of the insiders with the applicable laws and these guidelines. 6. Guidelines compliance control 6.1. The Chief Executive Officer shall bear responsibility for compliance with the provisions hereof Where competent representatives of the Agency fail to comply with the provisions hereof, the CEO shall have the right to apply sanctions pursuant to the applicable laws of the Russian Federation The CEO shall report all cases of failure to comply with these guidelines on the part of the Supervisory Council, Internal Audit Committee, and Audit and Compliance Committee under the Supervisory Council members at meetings of the Supervisory Council. 7. Final Provisions 7.1. These guidelines, changes and amendments thereto shall be subject to approval by the Supervisory Council of the Agency Where laws and regulations of the Russian Federation are amended in such a way that certain clauses of these guidelines turn to contradict the laws, such clauses shall become void, and the guidelines shall apply in accordance with the relevant laws and regulations of the Russian Federation until the respective amendments are introduced therein. 14

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