Compensation of members of the Moscow Exchange Executive body

Supervisory Board

In accordance with the Federal Law on Joint Stock Companies, the General Meeting of Shareholders may decide that the members of the Supervisory Board should be paid remuneration and/or compensation for expenses related to the execution of their duties as members of the Supervisory Board. The amount of such remuneration and compensation shall be determined by the General Meeting of Shareholders.

The amount of remuneration paid in 2015 to the members of the Supervisory Board of Moscow Exchange for the period from the date of their election in 2014 to the date of termination of their authority in 2015 (corporate year) was determined in accordance with the Regulations on Remuneration and Reimbursement of Expenses for Members of the Supervisory Board of Open Joint Stock Company Moscow Exchange MICEX-RTS, which were approved on 26 June 2014 by the Annual General Meeting of Shareholders (Minutes No 52) (hereinafter, the Regulations).

According to the Regulations, the remuneration to be paid to each member of the Supervisory Board for the corporate year is to be determined by the General Meeting of Shareholders, taking into account the contribution of each member of the Supervisory Board to the work of the Supervisory Board and the committee established under the Supervisory Board during their term of office.

Directors’ compensation consists of two components: (1) fixed base compensation; (2) fixed additional compensation. The first component makes RUB 3,500,000 for the corporate year for a Supervisory Board member who is not an eligible (independent) director; and RUB 5,000,000 for a Supervisory Board member who is an eligible (independent) director. The second (additional) component shall paid to the following executives:

• Chairman of the Supervisory Board in the amount of RUB 3,500,000,
• Deputy Chairman of the Supervisory Board in the amount of RUB 1,750,000,
• Chairman of the Supervisory Board Commission in the amount of RUB 1,500,000;
• member of the Supervisory Board Commission in the amount of RUB 500,000.

In case a Supervisory Board member performs the Chairman functions in more than one Commission of the Supervisory Board, he shall receive additional component for each Chairman position.

In case a Supervisory Board member performs as the member of more than one Commission of the Supervisory Board, he shall receive an additional component for working in each Commission.

In case the Commission did not call any meetings during the corporate year, neither its Chairman, nor any member shall receive additional component of the compensation.

The base component shall be decreased by 25%, if a Supervisory Board member participates in less than in 75% of the meetings held by way of personal attendance. The base component shall be decreased by 50% and more, if a Supervisory Board member participates in less than in 50% of the meetings held by way of personal attendance.

The additional component shall be decreased by 25%, if a Commission member participates in less than in 75% of the meetings held by way of personal attendance. The additional component shall be decreased by 50% and more, if a Commission member participates in less than in 50% of the meetings held by way of personal attendance.

The General Meeting of Shareholders may resolve not to pay any compensation to the Supervisory Board members having participated in less than 1/3 (or fewer) of the Supervisory Board meetings, or to the ones having participated in less than ¼ (or fewer) of the Supervisory Board meetings held by way of personal attendance.

The Moscow Exchange believes that the existing compensation rules contribute to its long-term success. To increase the transparency level, the 2016 AGM will review the new version of the Provisions on Compensation and Expenses Reimbursement of the Members of the Supervisory Board of the Moscow Exchange.

In 2015, remuneration was paid to 13 of the 15 members of the Supervisory Board:

Information on resolutions adopted by authorised management bodies and/or existing agreements of Moscow Excahnge („the issuer”) on the amount of such remuneration to be paid and/or the amount of such expenses to be compensated:

There are no agreements on remuneration payable to the members of the Supervisory Board.

In accordance with the issuer’s Articles of Association, remuneration and/or compensation payable to members of the issuer’s Supervisory Board related to the performance of their functions as members of the Supervisory Board fall within the terms of reference of the issuer’s General Meeting of Shareholders. The amount of remuneration payable to each member of the Supervisory Board is determined in accordance with the regulations on remuneration and compensation of expenses for members of the issuer’s Supervisory Board , taking into account the contribution of each member of the Supervisory Board to the work of the Supervisory Board and the Committees of the Supervisory Board.

The issuer’s Annual General Meeting of Shareholders, held on 28 April 2015 (Minutes No 53), resolved to set the amount of remuneration payable to each member of the Supervisory Board elected on 26 June 2014 at the issuer’s Annual General Meeting of Shareholders (Minutes No 52), for the period from the date of election until the date of the termination of their authority, i.e. 28 April 2015 (which was the date of the issuer’s Annual General Meeting of Shareholders in 2015), in accordance with the Regulations on Remuneration and Compensation of Expenses Payable to the Members of the Supervisory Board of the Issuer adopted on 26 June 2014 at the General Meeting of Shareholders (Minutes No 52), taking into account the individual contribution of each member of the Supervisory Board to the issuer’s management activities, and to pay RUB 41,750,000 (forty-one million seven hundred fifty thousand roubles) to the members of the Supervisory Board elected on 26 June 2014 at the Annual General Meeting of Shareholders as remuneration for the fulfilment of their duties during their term of office.

Collegial Executive Body