Insiders

Insider Policy

To comply with Federal Law dated as of Jul. 27, 2010 No.224-FZ on combating unlawful use of insider information and market manipulation (hereinafter referred to as FZ-224) the Company’s Board of Directors has adopted the Regulations on Insider Information Processing at IDGC of Urals (Minutes No.185 dated as of Feb. 19, 2016). This instrument uniquely determines notions “insider” and “insider information”, prescribes how to access insider information, stipulates confidentiality policy and oversees whether FZ-224 and relevant subordinate enactments are complied with.

The Company maintains the lists of insiders, bounded with limitations of deals with Company’s financial instruments, and insider information. Please note that Company’s insider information may be any undisclosed information regarding the Company and its subsidiaries and affiliates (hereinafter referred to as the SACs), that may impact the value of securities issued by the Company and its SACs.

Once an entity is enlisted as a Company’s insider and duly notified on that, such entity is subject to limitations and requirements, set forth by Art. 6 of FZ-224 and Appendices No.5-6 of the Regulations on Insider Information Processing.

Entities, enlisted as Company’s insiders, are not allowed to use insider information:

  1. To deal with financial instruments, foreign currency and/or goods, affected by insider information, at their own expenses or expenses of any third party, except for exercising any due option to buy or sell financial instruments, foreign currency and/or goods, if such option was contracted prior to the moment when such entity encountered related insider information;
  2. To transfer such information to a third party, except transfer to an entity, enlisted as an insider, in the course of duties, set by the federal laws, or employment duties or contract execution;
  3. To give recommendations to third parties, to oblige or induce them in any way to acquire or sell financial instruments, foreign currency and/or goods.

Clause 2 Art. 6 of FZ-224 prohibits actions deemed as market manipulation by the law (details on market manipulation are stated in Art. 5 of FZ-224).

Article 7 of FZ-224 “Consequences of use of insider information and/or market manipulation” states:

  1. Pursuant to Clause 1 Art. 7 any entity, that has used insider information in an unlawful manner and/or has manipulated the market, is liable for such actions in conformity with the law of Russia, subject to clauses hereof.
  2. Pursuant to Clause 7 Art.7 any entity, that suffered losses from such unlawful use of insider information and/or market manipulation, is entitled to seek damages from injurers.

Article 10. Deal notices to be filed by insiders

Pursuant to Clause 1 and 4 Art. 10 insiders, enlisted as Company’s insiders, are obliged to notify IDGC of Urals (OAO) and Russian Central Bank of:

  1. Any completed deals with Company’s securities;
  2. Any concluded derivative contracts based on Company’s securities;
  3. Any completed deals with financial instruments, foreign currency and/or goods, affected by insider information they are aware of.

Terms and procedures for notice filing are set forth by the Regulations on terms and procedures for insiders to file deal notices, adopted by Decree of FCSM of Russia dated as of 18.06.2013 No.13-51/pz-n.

To deal with securities insiders are obliged to be guided by:

  1. FZ-224 and relevant subordinate enactments.
  2. The Regulations on Insider Information Processing in terms of the rules for insider’s operations with securities issued by the Company and its SACs (Appendix No.5 to the Regulations), including, but not limited to:

Company’s insiders must abstain from any operations with Company’s insider financial instruments during the following vesting periods:

a) one month prior to disclosure of quarterly and semiannual financial statements of the Company and SACs, prepared under RAS and IFRS;

b) two months prior to disclosure of annual financial statements of the Company and SACs under RAS and IFRS and prior to the end of 2nd trading day following such events

  • Financial instruments of the Company and its SACs are to be acquired only as a long-term investment (6 months and beyond);
  • No REPO transactions as well as no selling or acquisition on credit of Company’s insider financial instruments to be performed;
  • No derivative transactions with financial instruments of the Company and its SACs are to be performed;
  • The Company is to be notified in a proper manner of completed deals with financial instruments of the Company and its SACs within 10 (Ten) business days following such deals.
  • Confirmation of the amount of securities issued by the Company and its SACs, owned by insider as of the end of reported quarter, and transactions with securities, performed during the reported quarter is to be filed with the Company in a set format.

An insider, once queried by IDGC of Urals (OAO) or federal executive agency liable for financial markets, is obliged to file a completed deals notice with such requesting entity within 10 (Ten) business days since such query.

A completed deals notice must be filed with IDGC of Urals (OAO) by one of the following means:

1) by mailing and filing section of the recipient company (against signature of a mandated entity);

2) by double registered mail;

3) by e-document verified by e-signature, compliant with laws of Russia;

Filing address: 140 Ulitsa Mamina Sibiryaka, Ekaterinburg, the Sverdlovsk region, 620026; e-mail:  Alekseev-DYu@mrsk-ural.ru

An entity mandated to maintain the list of insiders of IDGC of Urals (OAO): Dmitry Yuryevich Alekseev, tel. 343.215.22.02.

A completed deals notice must be filed with the federal executive agency liable for financial markets by one of the following means:

1) by mailing and filing section of the federal executive agency liable for financial markets;

2) by double registered mail;

3) by e-document verified by e-signature, compliant with laws of Russia;

Filing address: 12 Ulitsa Neglinnaya, Moscow, 107016, Central Bank of Russia, Main Directorate for Combating Open Market Unfair Practices.

A hard copy of a completed deals notice must be signed by insider / insider’s mandated representative (if an individual) or sealed by insider (if a legal entity). Multipage hard copy must be bound and numbered. If a notice is filed by a legal entity, the secure binding of the hard copy must be sealed and signed by a mandated representative of such legal entity. If a notice is filed by an individual, each page of the hard copy must be signed by the individual.

If a notice from insider is filed by insider’s mandated representative, it must be accompanied by a proxy (duly certified copy) or any other document (its duly certified copy) authorizing such representative.

Should you have any questions, we are more than happy to assist. Please, contact us on the phone: 343.215.22.02 or e-mail: Alekseev-DYu@mrsk-ural.ru

 

Regulating documents:

Amended and Restated Regulations on Insider Information Processing of IDGC of Urals

The list of insider information

Confirmation on the amount of securities owned by an insider

Notice on ownership

Completed deals notice

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