NDC Board Meeting Took Place On March 15, 2007

16 March 2007
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Moscow, March 15, 2007 - The National Depository Center (NDC) Board of Directors discussed on its meeting held on March 15, 2007 the recommendations based on corporate governance research conducted by Board Solutions Company and accepted changes in NDC tariffs. The Meeting also adopted the decision to hold in Moscow on May 15 NDC General Meeting of the Members. The Board Meeting agenda also included the review of the draft of  the “Regarding remunerations and compensations paid to members of the Board of Directors and members of the Revision Commission of the Not-for-Profit Partnership The National Depository Center” document; the discussion of NDC's participation in CJSC Depository Clearing Corporation (DCC) and a strategy of cooperation with DCC; the Deputy Director, Internal Control’s report on NDC operations for the fourth quarter 2006.

Konstantin Korishchenko, Chairman of the Board, said:

“The most important result of this meeting and of the great study conducted by our consultants is the approval of the recommendations on the new NDC corporate government system. We are planning to finish off all the recommendations in March 2007 and then discuss this question at the next general meeting. As the result of the meeting we should have a complete action plan approved.

We have also reviewed the cooperation strategy with DCC. We are going to submit in the DCC annual shareholder meeting agenda some change in the Company Charter. This change should give an additional powers to the Company's board of directors, giving them an allowance to adopt tariffs and a budget, in accordance with best corporate governance practices in the leading foreign and Russian companies. At this moment the board of directors of DCC does not deal with these matters.”

NDC’s board approved proposed changes to draft regulations “Regarding remunerations and compensations paid to members of the Board of Directors and members of the Revision Commission of the Not-for-Profit Partnership The National Depository Center” and recommended to the General Meeting of the Members to pass the regulation. According to the draft, remunerations and compensations will be paid from net profit.

NDC’s board also approved changes in tariff for strategic investors for the withdrawal of securities from the special “Long-Term Safekeeping Divisions” (LTSD) depository accounts, as well as for tariff for storage and/or accounting of Gazprom shares. In addition a marketing period for the service of Russian depository receipts (RDR) was  implemented.

Nikolay Egorov, Director, said:

“The decision made to set a limit for tariffs for withdrawal of securities from LTSD depository accounts takes into consideration our clients' requests and creates better conditions for the large shareholdings storage. The change in tariffs concerning Gazprom shares is closely connected with financial stability requirements and breakeven of accounting depository services. It is a compulsory measure. These changes were approved by the Depository and the Budget committees of NDC.

As for preliminary unaudited financial results of 2006, NDC has again confirmed its stable market position. NDC’s commission income from depository services for 2006 was RUR 933.33 million, which is 22% higher than planned and 54% higher than in 2005. This is caused by favorable economic conditions in 2006, as well as by well-balanced tariff policy and a high standard of NDC service, which has also been recognized by our clients. Income for 2006, according to RAS amounted to RUR 454.04 million. Net income icreased to RUR 331,42 million, it demonstrates 66% increase comparing to 2005.  Summarizing the results of 2006, the amount of equity capital according to RAS has reached RUR 973.41 million (compared with RUR 625.1 million at the beginning of the year). Expenditure level for 2006 is 4% lower than planned. All this shows a high quality of the NDC budgeting process.”

NDC is planning to implement RUR 75 "lower" tariff limit for transferring shares from LTSD accounts along with an "upper" tariff limit of RUR 2,100.

Gazprom shares have been assigned to an individual tariff category and it was decided to set the tariff for Gazprom shares on LTSD depository accounts at 0.00125% a month.This is equivalent to NDC expenses on regular servicing. The tariff for Gazprom share storage in other kinds of depository accounts is shown in the table.

Table 1. Monthly payment rate for storage of securities and/or accounting of rights for securities – for shares of Gazprom, excluding shares stored in LTSD and SPO depository accounts

Value of securities (RUR) Type of depository account
from to Owner’s account, Asset Manager’s account, Interdepository account

0

100 000 000

0,00212%

100 000 000,01

500 000 000

2 120 руб. + 0,00185% from the value of securities remaining, exceeding RUR100 million

500 000 000,01

1 000 000 000

9 520 руб. + 0,00176% from the value of securities remaining, exceeding RUR500 million

1 000 000 000,01

5 000 000 000

18 320 руб. + 0,00166% from the value of securities remaining, exceeding RUR1 billion

> 5 000 000 000

84 720 руб. + 0,00164% from the value of securities remaining, exceeding RUR5 billion

In accordance with marketing goals set as part of NDC Marketing policy with a view to promoting new services, a six-month marketing period was fixed for the servicing of Russian Depository Receipts (RDRs). The six-month period, during which no fees will be charged for storage services, accounting of rights or for operations, excluding order expenses, will extend from the day of acceptance of the new RDR issue.

NDC BOD approved a report prepeared by Sergey Naumov, Deputy Director, Internal Control, on the implementation of recommendations regarding the NDC Internal Control Department (ICD) for the third quarter of 2006. The board also took under consideration the ICD operational report for the fourth quarter of 2006, and approved the ICD operating plan for 2007.

The BOD also reviewed corrections in the Investment Budget for 2007, and approved an operational report on broadening the range of shares accepted for servicing by NDC.


About NDC;

Not-for-Profit Partnership “The National Depository Center” (NDC) is a settlement depository of the MICEX Group, and is Russia’s largest settlement and safekeeping provider in terms of assets held, and the only national securities settlement system handling the full range of Russian issue-grade securities. NDC is an authorized depository for most issues of state, corporate, municipal and sub-federal bonds. It services 100% of deals conducted in the state bonds market and more than 90% of turnover in corporate shares and bonds, and sub-federal and municipal bonds.

Among NDC’s founders are Bank of Russia and MICEX CJSC. The members of Not-For-Profit Partnership “The National Depository Center” include Bank of Russia, MICEX CJSC, Sberbank, International Moscow Bank, JP Morgan Bank International LLC, Vneshtorgbank OJSC, Bank Rossiysky Credit OJSC, Evrofinans Mosnarbank OJSC, Rosbank, Gazprombank CJSC, ING Bank Eurasia CJSC and Deutsche Bank LLC.


More info about NDC is at www.ndc.ru, contacts: NDC press service +7 495 232 0910,

 


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