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1

Shareholders are notified about any general meeting of shareholders at least 30 days before it is held, regardless of the agenda items, unless legislation permits a longer notification period.

Observed

Company Charter, paragraph 17.2

2

Shareholders have the opportunity to acquaint themselves with the list of persons that have the right to participate in a general meeting of shareholders starting from the date when the meeting is announced, and up to the closure of the meeting in case of a meeting in person, or up to the last date for receipt of ballots in case of a meeting in absentia.

Observed

Under paragraph 16.4. of the Company Charter, ‘The list of persons having the right to take part in the general meeting of shareholders is provided by the Company for purpose of acquaintance at the request of persons included in the list and controlling at least 1 (one) percent of votes.’

3

Shareholders have the opportunity to acquaint themselves with the information (materials), which must be provided ahead of a general meeting of shareholders, by electronic communication, including via the internet

Observed

Obeyed in practice

4

A shareholder has the opportunity to place a question on the agenda of a general meeting of shareholders or request the convocation of a general meeting of shareholders without providing an extract from the register of shareholders if his right to shares is detailed in the register, and, if his right to shares is via a depo account, the shareholder can exercise these rights after presenting an extract from the depo account

Observed

The Company itself requests confirmation from the register of shareholders when accepting agenda proposals for the general meeting of shareholders

5

The Charter or internal documents of the company should contain a requirement for the obligatory presence at the general shareholders meeting of the CEO, executive directors, BoD members, members of the revision commission and the company auditor

Partially observed

The Company requests confirmation from the register of shareholders when accepting agenda proposals for the general meeting of shareholders

6

Candidates should be present in person when the general meeting of shareholders considers questions of selecting members of the BoD, the CEO, executive directors, members of the audit commission, and for the approval of the company auditor

Partially observed

7

The company’s internal documents should set out the procedure for the registration of participants in the general meeting of shareholders

Observed

Statute on the General Meeting of Shareholders, Article 7

8

The company Charter should ensure the right of the BoD to carry out annual approval of the company’s financial and business plan

Observed

Company Charter, paragraph 19.2 (sub-points 1 and 24)

9

The company should have a risk management procedure approved by the BoD

Observed

Statute on the Audit Committee, paragraph 5.5.

10

The company Charter should allow the BoD to suspend the authority of the CEO, who has been appointed by the general meeting of shareholders

Observed

Company Charter, paragraph 19.2 (sub-paragraph 8)

11

The Charter should allow the BoD to set requirements for qualifications and remuneration level of the CEO, executive board members, and heads of main sub-divisions of the company

Partially observed

Company Charter, paragraph 19.2 (sub-paragraphs 10 and 12)

12

The Charter should allow the BoD to approve the terms of contracts with the CEO and executive board members

Observed

Company Charter, paragraph 19.2 (sub-paragraph 10)

13

The company Charter or internal documents should require that votes of BoD members who are also the CEO and members of the executive board cannot be taken into account in voting on the terms of the company’s contract with the CEO (with management organisations or with a manager)

Not observed

14

The BoD should include at least three directors who are independent, as defined in the Code of Corporate Conduct

Observed

15

The BoD should not include any person who has been judged guilty of economic crimes or crimes against government authority, government services or local government services, or has been subject to administrative sanctions for violations in the entrepreneurial, financial, fiscal or securities market sectors

Observed

16

The BoD of the company should not include any person who is a stakeholder, CEO (manager), member of a management body or employee of any legal entity, which is in competition with the company

Observed

17

The Charter should require BoD election by cumulative voting

Observed

Company Charter, paragraph 19.4

18

Internal documents should require BoD members to refrain from any actions which will or might lead to a conflict between their own interests and interests of the company and, if such a conflict arises, the internal documents should require them to disclose the relevant information to the BoD

Partially observed

Company Charter, paragraph 22.1; Article 8 of the Statute on the Board of Directors

19

Internal documents should require BoD members to notify the BoD in writing if they intend to carry out transactions with securities of the company, in which they are serving as BoD members, or of its subsidiaries (affiliates), and should disclose information about any transactions, which they have carried out with such securities

Observed

The procedure for members of the Board of Directors to declare any interest in transactions by the Company is regulated by paragraph 22.7 of the Company Charter and by Articles 81 and 82 of the Federal Law on Joint Stock Companies

20

Internal documents should require the holding of BoD meetings at least once every six weeks

Observed

Statute on the Board of Directors, Article 5

21

BoD meetings in the year, for which the annual report is prepared, should be held at least once every six weeks

Observed

Statute on the Board of Directors, Article 5

22

Internal documents should set out the procedure for conducting BoD meetings

Observed

Statute on the Board of Directors, article 5 ;

Regulations for Meetings of the Board of Directors of JSC Aeroflot

23

Internal documents should require approval by the BoD of any transaction with value equal to or exceeding 10% of the value of company assets, except for transactions carried out in the course of the company’s normal business

Observed

Company Charter, paragraph 19.2 (sub-paragraph 21)

24

Internal documents should allow BoD members to obtain information necessary for carrying out their functions in the BoD, from executive bodies and heads of main structural sub-divisions of the company, and should make the latter answerable for any failure to provide such information

Partially observed

Article 8 of the Statute on the Board of Directors.

25

The company should have a BoD committee on strategic planning or the functions of such a committee should be assigned to some other committee (other than the audit committee or personnel and remuneration committee)

Observed

Statute on the Board of Directors, sub-paragraph 11.3 of Article 11;

Statute on the Strategy Committee

26

The company should have a BoD committee (the audit committee), which recommends an auditor for the company to the BoD and collaborates with the auditor and the company revision commission

Observed

Statute on the Board of Directors, sub-paragraph 11.3 of Article 11;

Statute on the Audit Committee

27

The audit committee should only include independent and non-executive directors

Observed

28

The audit committee should be headed by an independent director

Observed

29

Internal documents should allow all members of the audit committee to have access to any company documents and information on condition that confidential information is not disclosed

Observed

Statute on the Audit Committee, paragraphs 3.4 and 4.11

30

The company should have a BoD committee (the personnel and remuneration committee), whose function is to define criteria for choice of BoD candidates and to design company remuneration policy

Observed

Statute on the Board of Directors, sub-paragraph 11.3 of Article 11;

Statute on the Personnel and Remuneration Committee

31

The personnel and remuneration committee should be headed by an independent director

Not observed

32

The personnel and remuneration committee should not include executives of the company

Observed

33

The company should have a BoD committee on risk management or the functions of such a committee should be assigned to another committee (other than the audit committee and the personnel and remuneration committee)

Partially observed

In accordance with sub-paragraph 11.1 of Article 11 of the Statute on the Board of Directors, the Board of Directors can create permanent and temporary committees

34

The company should have a BoD committee on the resolution of corporate conflicts, or the functions of such a committee should be assigned to another committee (other than the audit committee and the personnel and remuneration committee)

Partially observe

There have been no corporate conflicts since July 28, 1992 (the date of creation of JSC Aeroflot). If conflicts arise, the Board of Directors has the right to create a committee for resolution of corporate conflicts (Statute on the Board of Directors, sub-paragraph 11.1 of Article 11)

35

The committee on the resolution of corporate conflicts should not include company officials

Not observed

A committee of the Board of Directors for resolution of corporate conflicts has not been created

36

The committee on the resolution of corporate conflicts should be headed by an independent director

Not observed

A committee of the Board of Directors for resolution of corporate conflicts has not been created

37

The company should have internal documents, approved by the BoD, which regulate the procedure for the formation and operation of BoD committees

Observed

Separate statutes for each committee of the Board of Directors

38

The company Charter should define a BoD quorum in such a way that the participation of independent directors in BoD meetings is essential

Not observed

39

The company should have a collegiate executive body (executive board)

Observed

Company Charter, paragraph 21.1

40

The Charter or internal documents should require executive board approval of real estate transactions and taking of credits by the company, unless the relevant transactions are classed as major transactions and therefore do not relate to normal conduct of business by the company

Observed

Statute on the Executive Board, paragraph 2;

Company Charter, paragraph 21.4 of Article 21

41

Internal documents should contain a procedure for approving operations that exceed the limits of the company’s financial and business plan

Observed

Company Charter, sub-paragraphs 19-21 of paragraph 19.2 of Article 19, and sub-paragraph 12 of paragraph 21.5 of Article 21

42

Executive bodies should not include any person who is a stakeholder, CEO (manager), member of an executive body, or employee of a legal entity, which is in competition with the company

Observed

43

Executive bodies should not include any person who has been judged guilty of economic crimes or crimes against government authority, government services or local government services, or has been subject to administrative sanctions for violations in the entrepreneurial, financial, fiscal or securities market sectors. If the function of single-person executive body is carried out by a professional managing organisation or manager, the CEO and executives of the organisation or the manager should be subject to the same requirements

Observed

44

The Charter or internal documents should forbid any managing organisation or manager to carry out analogous functions for a competing company or to be in any ownership relationship with the company apart from provision of the services of managing organisation (manager)

Not observed

45

Internal documents should require executive bodies to refrain from any actions which will or might lead to a conflict between their own interests and interests of the company and, if such a conflict arises, they should be required to disclose the conflict to the BoD

Observed

Company Charter, Article 22

46.

The Charter or internal documents should set out criteria for the selection of a managing organisation (manager)

Not observed

The Company Charter does not envisage any statute on a managing organisation (manager)

47

Executive bodies should submit monthly reports on their work to the company BoD

Partially observed

Company Charter, paragraph 21.4

48

Contracts between the company and the CEO (managing organisation, manager) and executive bodies should assign responsibility for violation of regulations on use of confidential or official information

Observed

49

The company should have a special officer (the corporate secretary), whose function is to ensure observation by company bodies and officers of procedural requirements that guarantee implementation of the rights and lawful interests of company shareholders.

Observed

Statute on the Board of Directors, Article 10; Company Charter, paragraph 19.8

50

The Charter or internal documents should specify a procedure for nominating (electing) the corporate secretary and the responsibilities of the corporate secretary

Observed

Company Charter, paragraph 19.8

51

The Charter should specify criteria for candidates to serve as corporate secretary

Not observed

52

The Charter or internal documents should include requirements for the approval of major transactions prior to their implementation

Not observed

53

An independent appraiser should be engaged for appraisal of the market value of property, which is the object of a major transaction

Observed

54

The charter should forbid any actions by the company’s executive bodies (members of executive bodies) or BoD members, which are intended to protect the interests of executive bodies (members of those bodies) and members of the BoD, and which tend to worsen the situation of shareholders when large share stakes in the company are being acquired (takeover). In particular the charter should forbid any decision by the BoD on additional share issue, issue of securities convertible into shares or securities offering the right to purchase company shares until the period of acquisition of the large stake has expired, even if such a decision is the right of the BoD under the charter

Not observed

55

The Charter should require the engagement of an independent appraiser to appraise current market value of shares and possible changes in their market value as a result of takeover

Not observed

56

The Charter should not release the buyer in a takeover from the obligation to offer to buy common shares (securities convertible into common shares) from other shareholders

Observed

57

The Charter or internal documents should contain a requirement to engage an independent appraiser for appraisal of the share conversion ratio during reorganisation

Not observed

58

The company should have an internal document approved by the BoD defining rules and approaches to information disclosure (statute on information policy)

Observed

Statute on Corporate Information Policy

59

Internal documents should require disclosure of the purposes of any share placement, the persons who plan to acquire the shares (also in the case of large share stakes) and whether senior officials of the company will participate in acquisition of the shares

Partially observed

Statute on Corporate Information Policy, paragraph 3.2.1

60

Internal documents should provide a full list of information, documents and materials, which must be supplied to shareholders for the resolution of issues raised at general meetings of shareholders

Observed

Statute on the General Meeting of Shareholders, sub-paragraphs 5.5.1, 5.5.2, 5.5.3, 5.5.4 of paragraph 5.5

61

The company should have a corporate website and should regularly disclose company information on that website

Observed

Generally available corporate information and documents, which must be provided to all interested parties, are in open access on the corporate site, www.aeroflot.ru and at www.disclosure.skrin.ru/disclosure/7712040126

62

Internal documents should require disclosure of information about company transactions with persons whom the company Charter categorises as senior company officials, and also about company transactions with organisations, in which senior officials of the company directly or indirectly own 20 or more percent of share capital or over which such officials can exert significant influence by other means

Observed

Statute on Corporate Information Policy, paragraph 3.2.1.;

Statute on Access to Insider Information

63

Internal documents should require disclosure of information about all transactions, which can have serious impact on the market value of company shares

Partially observed

Code of Corporate Conduct of JSC Aeroflot, paragraph 3

64

The company should have an internal document, approved by the BoD, setting out rules for the use of material information on company business, its shares and other securities and transactions with them in cases where such information is not generally available and where its disclosure may have significant impact on market value of shares and other securities of the company

Partially observed

Statute on Corporate Information Policy, paragraph 3.2.3.

65

The company should have procedures, approved by the BoD, for internal control of its financial and business operations

Observed

Statute on the Internal Audit Service

66

The company should have a special sub-division for supervising internal control procedures (a control and audit service)

Observed

Statute on the Internal Audit Service

67

Internal documents should require definition of the structure and composition of the control and audit service by the BoD

Observed

Statute on the Internal Audit Service

68

The control and audit service should not include any person who has been judged guilty of economic crimes or crimes against government authority, government services or local government services, or has been subject to administrative sanctions for violations in the entrepreneurial, financial, fiscal or securities market sectors

Observed

69

The control and audit service should not include any person who is a member of other executive bodies of the company or who is a stakeholder, CEO (manager), member of a management body or worker of any legal entity, which is in competition with the company

Observed

70

Internal documents should set out schedules for submission of documents and materials to the control and audit service for assessment of financial and business operations, and should define responsibility of company officials and workers for failure to meet such schedules

Partially observed

Statute on the Revision Commission

71

Internal documents should oblige the control and audit commission to inform the BoD audit committee of any violations, which are discovered, or to inform the BoD directly in case the company does not have an audit committee

Observed

Statute on the Internal Audit Department

72

The charter should require prior assessment by the control and audit service of the advisability of carrying out any operations, which are not envisaged by the company’s financial and business plan (non-standard operations)

Not observed

73

Internal documents should contain a procedure for approval of non-standard operations by the BoD

Partially observed

Part of powers of the Board of Directors

74

The company should have an internal document, approved by the BoD, defining the procedure for checks of financial and business activity by the company’s audit commission

Observed

Statute on the Revision Commission, paragraph 3.1 of Article 3

75

The BoD audit committee should give an assessment of the auditor’s report prior to its presentation to shareholders at the general meeting of shareholders

Observed

Statute on the Audit Committee, paragraph 5.9

76

The company should have a BoD approved internal document that the BoD uses for guidance when making decisions on dividend recommendations (statute on dividend policy)

Partially observed

77

The dividend policy statute should contain a procedure for defining the minimum share of company net profit, which must be paid out as dividends, and should specify the conditions, under which dividends on preferred shares (whose size is defined in the company Charter) are not paid

Partially observed

The Company Charter does not envisage preferred shares

78

Company dividend policy and amendments to that policy should be published in a periodical publication, which is indicated by the company Charter as the place for announcement of shareholder meetings, and should also be placed on the company’s website

Not observed