The Future Depends on You

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1 The Future Depends on You Directors and Officers Liability Insurance (D&O) October 2013

2 Who can be sued? Chief Executive Officer (CEO) Chief Financial Officer (CFO) Management Board of Directors Other officers Company, including subsidiaries and their governing bodies 2

3 Insurance coverage (1/2) Extend coverage for present, future and former Directors of the Group Provide coverage for the Company and umbrella-coverage for Group subsidiaries, their management teams and Board of Directors, assuming over 50% ownership Provide coverage for Directors and Officers, who were appointed by the Company as directors in the related / affiliated companies 3

4 Insurance coverage (2/2) REGULAR AREAS OF DIRECTORS AND OFFICERS RESPONSIBILITY Mergers and acquisitions Eurobonds issue Access to new markets Disputes between the Company and minority shareholders Potential claims from customers, counterparties, government agencies Other potential claims against Directors and the Company 4 D&O POLICE PROTECTS DIRECTORS, OFFICERS AND THE COMPANY FROM THE MISTAKES AND OMISSIONS THAT COULD POTENTIALLY OCCUR IN THE COURSE OF REGULAR MANAGEMENT ACTIVITY POLICE VALIDITY PERIOD 1 YEAR

5 D&O program consists of 3 levels Structure of D&O program Level А For the Board of Directors and other Directors and Officers Level В For the Company Level С For the Company: in respect of 3 rd parties claims (securities) Insurance of the Insured Person against the obligation to reimburse the losses incurred by other persons No deductible amount Insurance of the Company against the Company s obligation to reimburse the losses to the Insured Person (related to the claims against the Insured Person) Deductible amount: USD in USA and Canada USD all other countries Insurance of the Company against the Company s obligation to reimburse the Losses incurred by any other persons Deductible amount: USD in USA and Canada USD all other countries 5 * See more details regarding coverage structure and coverage types, including definitions, exclusions etc. in the Police

6 How does reinsurance work R1 IC R2 R3 R..n MegaFon - Insured party IC - (Insurance company) Russian insurer (1%) R1, R2, R3, R... - Pool of reliable international reinsurers (99%) 6 - Broker

7 Key criteria of reinsurance program Russian Insurer Pool of international reinsurers REQUIREMENTS TO GET GUARANTEED INSURANCE COMPENSATION Insurance and reinsurance terms and conditions have to be identical Insurance terms have to be governed by the Russian law Insurance terms have to comply with the best Russian and international practices Reinsurance shall be made by the pool of reliable international reinsurers with high financial strength ratings Professional broker shall participate in claims settlement 7

8 Rationale behind D&O insurance program Industry All Companies S& P % 9. 9% 20. 2% 24. 1% 28.9% 32.6% 35.1% 38.4% 44.0% 47.3% 49.9% Mining 3.3% 5.6% 13.9% 17.2% 20.5% 26.7% 28.7% 32.9% 35.0% 37.1% 38.2% Consumer cyclical 7.3% 14.8% 19.7% 22.0% 24.2% 30.7% 32.8% 32.8% 34.8% 39.1% 41.2% Energy 0.0% 0.0% 10.0% 10.0% 19.5% 19.5% 19.5% 19.5% 19.5% 19.5% 30.2% Financial Institutions 4.2% 5.6% 21.9% 26.7% 41.9% 46.8% 48.6% 54.5% 73.7% 79.7% 82.0% Pharmaceutical 2.7% 8.6% 29.2% 36.1% 42.5% 48.4% 55.5% 53.8% 69.8% 69.8% 76.7% Industrial 2.8% 5.5% 9.6% 12.2% 16.2% 18.7% 19.9% 22.4% 25.9% 31.8% 32.9% Informational Technology 9.7% 25.0% 33.9% 37.3% 38.4% 39.5% 44.9% 47.0% 47.0% 47.0% 49.5% Materials 4.1% 4.1% 4.1% 10.9% 10.9% 13.2% 13.2% 13.2% 13.2% 13.2% 13.2% Telecommunications 25.0% 38.6% 49.8% 54.8% 54.8% 54.8% 54.8% 54.8% 54.8% 62.3% 62.3% Consumer non-cyclical 5.0% 10.8% 39.5% 41.6% 43.6% 45.6% 45.6% 47.5% 49.5% 49.5% 49.5% * Turner data. 0% 0%- 25% 25%-50% 50% The cumulative probability of claims against Directors or Officer for all S&P500 companies has reached up to 49.9% for the eleven years since 1999 Worldwide the probability of claims against directors or officers of telecommunication companies is 62% D&O insurance is one of the key elements of corporate governance culture for all major public companies in Russia and worldwide 8

9 Key terms and conditions of D&O program INSURANCE AREA Worldwide LIMIT OF LIABILITY 150,000?000 USD RUSSIAN INSURER OJSC SOGAZ INTERNATIONAL REINSURANCE Companies with high financial strength ratings - not lower then S&P A- or equivalent, including (but not limited to) ACE Group, Lloyd s of London, Zurich-Re, Allianz and other reinsurance companies with high financial strength ratings and experience in Russia TOTAL INSURANCE COSTS Shall not exceed 205,000 USD INSURANCE PERIOD 1 year, from till INSURANCE BROKER Turner Group 9

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