MEMORANDUM

15 September 2015

Shareholder rights violation by the

management of Togliattiazot (TOAZ):
Statement of Facts
Togliattiazot, a Russian public company, has a long history of neglecting minority
shareholder rights.
Below are just facts, all verifiable via open source court and regulatory databases in
Russia and/or reported in the official media:
1.
On 10 April 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Russian securities market regulator The Federal Financial
Markets Service of Russia (Regional Division in South East Region) (hereafter:
Regulator). The Regulator on 23rd June 2009 imposed by Resolution No 42-09151/ap a penalty on Togliattiazot (500,000 Roubles) for violation of the law.
Togliattiazot went to court to challenge the penalty and lost. Togliattiazot appealed the
court verdict and lost the appeal. Togliattiazot challenged the appeal verdict in a
cassation court and lost. The amount wasted by Togliattiazot on legal fees for this
litigation is unknown.
2.
On 17th April 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 23rd June 2009 imposed by
Resolution No 42-09-149/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
3.
On 24th April 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 23rd June 2009 imposed by
Resolution No 42-09-150/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal

verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
4.
On 8th May 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 12th August 2009 imposed by
Resolution No 42-09-168/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
5.
On 15th May 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 6th August 2009 imposed by
Resolution No 42-09-213/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
6.
On 22nd May 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 6th August 2009 imposed by
Resolution No 42-09-212/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
7.
On 29th May 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 18th September 2009 imposed
by Resolution No 42-09-234/ap a penalty on Togliattiazot (500,000 Roubles) for
violation of the law. Togliattiazot went to court to challenge the penalty and lost.
Togliattiazot appealed the court verdict and lost the appeal. Togliattiazot challenged the
appeal verdict in a cassation court and lost. The amount wasted by Togliattiazot on
legal fees for this litigation is unknown.
8.
On 11th June 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 18th September 2009 imposed
by Resolution No 42-09-233/ap a penalty on Togliattiazot (500,000 Roubles) for
violation of the law. Togliattiazot went to court to challenge the penalty and lost.
Togliattiazot appealed the court verdict and lost the appeal. Togliattiazot challenged the

appeal verdict in a cassation court and lost. The amount wasted by Togliattiazot on
legal fees for this litigation is unknown.
9.
On 10th July 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 6th October 2009 imposed by
Resolution No 42-09-237/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
10.
On 27th July 2009 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 6th October 2009 imposed by
Resolution No 42-09-249/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
11.
On 18th August 2011 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 12th January 2012 imposed by
Resolution No 42-11-240/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot challenged the appeal
verdict in a cassation court and lost. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
12.
On 21st September 2011 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 12th January 2012 imposed by
Resolution No 42-11-239/ap a penalty on Togliattiazot (500,000 Roubles) for violation
of the law. Togliattiazot went to court to challenge the penalty and lost. Togliattiazot
appealed the court verdict and lost the appeal. Togliattiazot decided not to challenge the
appeal verdict in a cassation court. The amount wasted by Togliattiazot on legal fees
for this litigation is unknown.
13.
On 12th January 2012 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 26th March 2012 imposed by
Resolution No 42-12-91/ap a penalty on Togliattiazot (550,000 Roubles) for violation
of the law. Togliattiazot did not challenge the verdict.

14.
On 10th February 2012 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 4th June 2012 imposed by
Resolution No 42-12-133/pn a penalty on Togliattiazot (550,000 Roubles) for violation
of the law. Togliattiazot did not challenge the verdict.
15.
On 6th September 2012 a minority shareholder of Togliattiazot requested from
Togliattiazot to be allowed access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was not fulfilled. The shareholder
reported the violation to the Regulator. The Regulator on 11th December 2012 imposed
a penalty on Togliattiazot (650,000 Roubles) for violation of the law. Togliattiazot did
not challenge the verdict.
16.
On 28th February 2012 a minority shareholder applied to the Regulator asking to
impose administrative sanctions on Togliattiazot for not allowing access to certain
information (quarterly reports, annual report, affiliated persons list etc) in the manner
prescribed by law. The Regulator on 25th February 2013 imposed by Resolution No 4213-22/pn a penalty on Togliattiazot (700,000 Roubles) for violation of the law.
Togliattiazot challenged the penalty in court and lost.
17.
On 28th February 2012 a minority shareholder applied to the Regulator asking to
impose administrative sanctions on Togliattiazot for incomplete disclosure of
information in the 2010 annual report. The Regulator on 25th February 2013 imposed
by Resolution No 42-13-21/pn a penalty on Togliattiazot (700,000 Roubles) for
violation of the law. Togliattiazot challenged the penalty in court and lost.
18.
On 28th February 2012 a minority shareholder applied to the Regulator asking to
impose administrative sanctions on Togliattiazot for incomplete disclosure of
information in the 2011 annual report. The Regulator on 25th February 2013 imposed
by Resolution No 42-13-20/pn a penalty on Togliattiazot (700,000 Roubles) for
violation of the law. Togliattiazot challenged the penalty in court and lost.
19.
On 8th April 2013 a minority shareholder applied to the Regulator asking to
impose administrative sanctions on Togliattiazot for incomplete disclosure of
information in the companys report for 2nd quarter of 2012. The Regulator on 11th June
2013 imposed by Resolution No 42-13-66/pn a penalty on Togliattiazot (700,000
Roubles) for violation of the law. Togliattiazot did not challenge the penalty in court.
Russian criminal law reform of 2009 introduced a new crime into the Criminal Code of
Russia the Obstruction of Realization of Rights of Securities Holders or Unlawful
Limitation of Such Rights (Article 185.4).
In August October 2011 a minority shareholder of Togliattiazot requested from
Togliattiazot to be given access to certain Togliattiazot documents to which
shareholders are entitled by law. The request was fulfilled only in part and vital
information was unlawfully withheld from the shareholder. The shareholder filed an
application with the local Police and on 10th February 2012 the Investigation Committee

of Russia, Samara Region Division opened criminal case No 201235204 to investigate

the facts of obstruction of shareholder rights in the above episode.