Corbiere Holdings Limited

Transcription

1 The Offer is not being made to, nor will tenders be accepted from or on behalf of, securityholders of securities in any jurisdiction in which the making or acceptance of offers to sell securities would not be in compliance with the laws of that jurisdiction. See Notice to Investors. Notice of Offer by Corbiere Holdings Limited to purchase for cash up to 11,904,000 of the issued and outstanding shares of common stock, nominal value 1.00 ruble per share ( Common Shares ), including American Depositary Shares ( ADSs ) representing Common Shares, of OJSC MMC Norilsk Nickel at a purchase price of US$ per Common Share or US$ per ADS Corbiere Holdings Limited ( Corbiere, we, our or us ), an indirect wholly-owned subsidiary of OJSC MMC Norilsk Nickel ( Norilsk Nickel ), is offering to purchase in cash from certain holders of the issued and outstanding Common Shares and ADSs (the Common Shares and ADSs, individually or together, the securities and each a security ) up to 11,904,000 Common Shares (in any combination of Common Shares and ADSs) (the Maximum Number of Securities ) at a purchase price of US$ per Common Share (its equivalent in Russian Rubles) or US$25.20 per ADS (the Purchase Price ), upon the terms and subject to the conditions set forth in the Offer Memorandum and, with respect to tendering Common Shares and certain ADSs, in the related Common Shares Letter of Transmittal and ADS Letter of Transmittal (together, the Letters of Transmittal, which, together with the Offer Memorandum, constitute the Offer ). THE OFFER WILL EXPIRE AT 8:00 A.M., NEW YORK CITY TIME, ON JANUARY 21, 2011 (OR 4:00 P.M., MOSCOW TIME, ON JANUARY 21, 2011), UNLESS THE OFFER IS EXTENDED (THE EXPIRATION TIME ). Please note that The Depository Trust Company ( DTC ) and its participants, including the custodians for Euroclear and Clearstream, will establish their own cut-off dates and times for the submission of the ADS Letter of Transmittal, which will be earlier than the Expiration Time. None of Norilsk Nickel, Corbiere, their respective boards of directors, Citigroup Global Markets Limited, acting in its capacity as dealer manager ( Dealer Manager ), The Bank of New York Mellon, acting through BNY Mellon Shareowner Services as tender agent with respect to ADSs tendered in connection with the Offer ( ADS Tender Agent ), BNY Mellon Shareowner Services, acting in its capacity as information agent with respect to ADS holders ( ADS Information Agent ), The Bank of New York Mellon, as depositary for the ADSs ( ADS Depositary ), or the professional advisors of each, make any recommendation to any securityholder as to whether to tender or refrain from tendering its common shares or ADSs. No person has been authorized to make any recommendation on behalf of Corbiere, Norilsk Nickel, the Dealer Manager, the ADS Tender Agent, the ADS Information Agent or the ADS Depositary as to whether securityholders should tender or refrain from tendering their common shares or ADSs pursuant to the Offer or to make any

2 representation or to give any information in connection with the Offer other than as contained herein, in the Offer Memorandum or in any related letter of transmittal. If made or given, any such recommendation, representation or information must not be relied upon as having been authorized by Corbiere, Norilsk Nickel, the Dealer Manager, the ADS Tender Agent, the ADS Information Agent or the ADS Depositary. Securityholders are urged to evaluate carefully all information in the Offer Memorandum, any related Letter of Transmittal and other related materials, consult their own investment and tax advisers and make their own decisions whether to tender or refrain from tendering their securities. As of December 27, 2010, there were 190,627,747 Common Shares (including Common Shares represented by ADSs) issued and outstanding. In the aggregate, no more than 11,904,000 Common Shares (including Common Shares represented by ADSs), or approximately 6.2% of all issued and outstanding Common Shares (including Common Shares represented by ADSs), will be purchased pursuant to the Offer. The principal trading markets for the Common Shares are the Russian Trading System Stock Exchange (the RTS ) and the Moscow Interbank Currency Exchange (the MICEX ). The Common Shares trade on both the RTS and MICEX under the symbol GMKN. On December 27, 2010, the closing prices per Common Share on the RTS and MICEX were US$ and RUB6, (or US$220.92, using the ruble/dollar exchange rate established by the Central Bank of the Russian Federation as of the same date), respectively. The ADSs trade on the IOB of the London Stock Exchange under the ticker MNOD, on the OTC market in the United States (NASDAQ) under the ticker NILSY and on the Freiverkehr Berlin-Bremen Stock Exchange under the ticker NNIA. One Common Share is represented by ten ADSs. The ADSs are evidenced by American Depositary Receipts ( ADRs ) delivered by the ADS Depositary. On December 27, 2010, the closing price per ADS on the London Stock Exchange was US$23.6. Securityholders are urged to obtain current market quotations for the securities. The Offer is made pursuant to the shareholder value enhancement program, which was approved by the Board of Directors of Norilsk Nickel on December 28, Under the program, during the next 12 calendar months Norilsk Nickel may return cash to its shareholders by way of tender offers, including the Offer, and open market purchases in the aggregate amount of up to $4.5 billion. The Offer provides securityholders who wish to sell all or a portion of their interest in Norilsk Nickel an opportunity to do so at a premium to market price and provides Corbiere with a block of securities that may be used for financial and business purposes. Although the Offer is open by its terms to all eligible securityholders, Interros, a private investment company beneficially owned by Vladimir O. Potanin, notified us that it does not intend to tender any securities in the Offer. Based on information contained in the annual report of Norilsk Nickel for 2009, as of April 30, 2010, Mr. Potanin was the beneficial owner of 44.8 million shares and 28.3 million ADSs of Norilsk Nickel, which holdings represent approximately % of the outstanding Common Shares (including Common Shares represented by ADSs) in Norilsk Nickel. Corbiere is making the Offer pursuant to resolution of its directors dated December 29, Corbiere is an indirect wholly-owned subsidiary of Norilsk Nickel. Any securities acquired by Corbiere pursuant to the Offer will be held by Corbiere and will be available for future resale without further securityholder action (except as required by applicable law or the rules of the securities exchanges or overthe-counter markets on which the Common Shares or ADSs, as the case may be, trade). While held by Corbiere, the securities will not be considered to be outstanding for accounting purposes, including for purposes of determining Norilsk Nickel's earnings per share. For all other purposes, Corbiere will be considered the owner of the securities, entitled to vote in its own discretion and to receive any accrued or future dividend payments with respect to the securities, or any other distribution paid on the securities. Under current Russian law, any such dividends will be subject to a 15% withholding tax. Neither Norilsk Nickel, Corbiere or any member of the Norilsk Nickel consolidated group expects to purchase Common Shares or ADSs, other than pursuant to the Offer, during the period in which the Offer is open for acceptance, except that Norilsk Nickel and such other companies may purchase Common Shares or ADSs from its principal shareholders and affiliates in private transactions. In addition, affiliates 2

3 of Norilsk Nickel that do not comprise the Norilsk Nickel consolidated group and over which Norilsk Nickel does not exercise control, their respective nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Common Shares or ADSs during the period in which the Offer is open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed as required by applicable securities laws. The Offer will commence at 9:00 A.M., New York City time, on December 29, 2010 (or 5:00 P.M., Moscow time, on December 29, 2010), and will expire at 8:00 A.M., New York City time, on January 21, 2011 (or 4:00 P.M., Moscow time, on January 21, 2011) unless extended, provided that any tenders submitted by securityholders must be received by either Computershare (with respect to Common Shares) or the ADS Tender Agent (with respect to ADSs) within their normal business hours and in any event prior to the Expiration Time. Corbiere may elect to extend the Expiration Time of the Offer. If the Expiration Time of the Offer is extended, Corbiere will issue a press release announcing the extension and publish it on the website Please note that DTC and its participants, including the custodians for Euroclear and Clearstream, will establish their own cut-off dates and times for the submission of the ADS Letter of Transmittal, which will be earlier than the Expiration Time. Securityholders wishing to tender their securities must follow all applicable procedures set forth in the Offer Memorandum and, for tenders of Common Shares and certain ADSs, in the Common Shares Letter of Transmittal and ADS Letter of Transmittal that accompany the Offer Memorandum to tender securities. The procedures for tendering securities will vary depending on whether securityholders are tendering Common Shares or ADSs. Securityholders tendering Common Shares will be required to tender through the Closed Joint-Stock Company Computershare Registrar ( Computershare ). Securityholders tendering ADSs will be required to tender through the ADS Tender Agent. Securityholders whose Common Shares are registered with their personal accounts in the Norilsk Nickel shareholder register held by Computershare will need to (A) prior to the Expiration time properly complete, sign and deliver a Common Shares Letter of Transmittal and any other documents required by the Common Shares Letter of Transmittal to Computershare at the addresses specified in the Offer Memorandum, or have their duly authorized representatives complete these actions on their behalf; and (B) during the period commencing on the fourth Russian business day following the Expiration Time (when the results of pro-ration are expected to have been announced) and ending ten (10) Russian business days thereafter (the Execution Period ), appear at Computershare at the addresses specified in the Offer Memorandum (or have their duly authorized representatives appear at Computershare) and sign a share purchase agreement, obtain a faxed copy of the share purchase agreement signed on behalf of Corbiere and sign a transfer order, if applicable, to transfer the tendered Common Shares to Corbiere. Please note that a faxed copy of the share purchase agreement is expected to be available on the next business day following the day the share purchase agreement is signed. Please note that a securityholder s representative will be required to sign the transfer order, if applicable, on the same day it has collected the signed copy of the share purchase agreement from Computershare. Please note that if a securityholder s representative does not collect faxed copies of the share purchase agreement and, if applicable, does not sign the transfer order within seven (7) Russian business days following the date of expiration of the Execution Period, the securityholder will not be entitled to transfer his Common Shares to Corbiere. Securityholders whose Common Shares are registered with their depo accounts with a depository (nominee holder) or with a trustee will need to (A) properly authorize and instruct their nominee holders or trustees that are registered in the Norilsk Nickel shareholder register held by Computershare to properly complete, sign and deliver a Common Shares Letter of Transmittal and any other documents required by the Offer Memorandum and the Common Shares Letter of Transmittal to Computershare at the addresses specified in the Offer Memorandum (or, if the Common Shares are held through a number of nominee holders, arrange through each such nominee holder to properly authorize the applicable intermediate nominee holder so that the nominee holder that is registered directly in the Norilsk Nickel shareholder 3

4 register held by Computershare would be properly authorized to effect the above actions on their behalf); and (B) during the Execution Period, have their duly authorized nominee holder that is registered directly with the Norilsk Nickel shareholder register held by Computershare or a trustee appear at Computershare to sign on their behalf a share purchase agreement, obtain a faxed copy of the share purchase agreement signed on behalf of Corbiere and sign a transfer order, if applicable, to transfer the tendered Common Shares to Corbiere (or, in case the Common Shares are held through a number of nominee holders, arrange through each such nominee holder to properly authorize the respective intermediate nominee holder so that the nominee holder that is registered directly in the Norilsk Nickel shareholder register held by Computershare would be properly authorized to effect the above actions on their behalf). Please note that a faxed copy of the share purchase agreement is expected to be available on the next business day following the day the share purchase agreement is signed. Please note that a securityholder s representative will be required to sign the transfer order, if applicable, on the same day it has collected the signed copy of the share purchase agreement from Computershare. Please note that if a securityholder s representative does not collect the share purchase agreement and, if applicable, does not sign the transfer order within seven (7) Russian business days following the date of expiration of the Execution Period, the securityholder will not be entitled to transfer his Common Shares to Corbiere. Alternatively, they may effect the actions specified under the above clauses (A) and (B) themselves provided that they submit to Computershare the relevant documents specified in the Offer Memorandum and the Common Shares Letter of Transmittal attached thereto. Securityholders will not be obligated to pay a brokerage commission in connection with their tender of Common Shares pursuant to the Offer, but they may be charged a fee by a brokerage firm or similar nominee for processing the tender(s) on their behalf and effecting transfer of Common Shares pursuant to their instructions. Securityholders who wish to tender ADSs will need to: (A) for ADSs held through DTC, cause an Agent s Message (as defined in the Offer Memorandum) to be received by the ADS Tender Agent prior to the Expiration Time and arrange for the book-entry transfer of the ADSs to the ADS Tender Agent s account at DTC; or (B) for ADSs not held through DTC, properly complete, sign and deliver the ADS Letter of Transmittal and provide thereon the original of required Medallion signature guarantee(s), if any, together with the ADRs evidencing the tendered ADSs (except in the case of uncertificated ADSs), and any other documents required by the ADS Letter of Transmittal, to the ADS Tender Agent at the addresses specified in the Offer Memorandum, to be received prior to the Expiration Time. Securityholders who wish to tender ADSs registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact that firm to effect a tender on their behalf (and any such firm may have established an earlier deadline for tendering securityholders to act to instruct it to accept the Offer). Tendering securityholders will not be obligated to pay a brokerage commission in connection with their tender of ADSs pursuant to the Offer, but they may be charged a fee by a brokerage firm or similar nominee for processing the tender(s) on their behalf. Any documentation required to be submitted to either Computershare (with respect to Common Shares) or the ADS Tender Agent (with respect to ADSs) must be submitted to them within their normal business hours and in any event on or prior to the Expiration Time. Holders of ADSs held through DTC must allow sufficient time for completion of the ATOP procedures during the normal business hours of DTC on or prior to the Expiration Time. If more than the Maximum Number of Securities are properly tendered prior to the Expiration Time, the tendered securities will be purchased on a pro rata basis according to the number of securities tendered by the tendering securityholders (with downward adjustments where necessary to avoid the purchase of fractional securities), except that tenders of fewer than 100 Common Shares or 1,000 ADSs will not be subject to pro-ration. For purposes of the Offer, validly tendered ADSs (or defectively tendered ADSs with respect to which Corbiere has or has caused to be waived such defect) will be deemed to have been accepted by Corbiere if, as and when Corbiere gives oral or written notice thereof to the ADS Tender Agent. Upon the 4

5 terms and subject to the conditions of the Offer, Corbiere expects payment for properly tendered ADSs accepted for purchase by Corbiere to be made in cash, without interest, within four (4) U.S. business days following the Expiration Time. Payment for properly tendered Common Shares will be made within seven (7) Russian business days upon execution and delivery of the applicable share purchase agreement and transfer of the Common Shares to Corbiere. Payment for Common Shares will be made in rubles using the conversion rate of U.S. dollars-torubles established by the Central Bank of the Russian Federation applicable on the last day of the Offer, January 21, 2011, unless extended, and payment for ADSs will be made in U.S. dollars. Corbiere will make payment for the Common Shares and ADSs it purchases pursuant to the Offer (i) by depositing in U.S. dollars the aggregate purchase price to be paid for the ADSs properly tendered and accepted to purchase with the ADS Tender Agent, which will make payment (a) to DTC, in the cases of the securityholders tendering ADSs via DTC; or (b) to securityholders in the cases of such securityholders tendering ADSs held outside DTC; and (ii) by effecting payments in Russian rubles for the Common Shares properly tendered, accepted for purchase and transferred to Corbiere to LLC Computershare (with respect to securityholders tendering Common Shares), which will make payments to the respective securityholders in Russian rubles. Payments to securityholders who have tendered Common Shares will be made only to such securityholders (or their agents ) ruble bank accounts with authorized Russian banks. Corbiere will not accept for purchase any Common Shares if the securityholder tendering such Common Shares does not indicate in the Common Shares Letter of Transmittal a ruble bank account with an authorized Russian bank to which the purchase price for the Common Shares shall be transferred. Securityholders tendering their Common Shares should consult with their bank on whether they can receive payment for their Common Shares to their bank account. Corbiere will not pay any accrued or other interest with respect to the Purchase Price under any circumstances. Corbiere reserves the right, in its sole discretion, and for any reason, at any time during the period of the Offer, to amend, extend or terminate the Offer in any respect. All questions as to the form and validity will be determined by Corbiere, in its sole discretion, which determination will be final and binding on all parties. If any ADSs are not purchased under the Offer, including ADSs not purchased due to pro-ration, the ADSs tendered will be returned to the holder of the ADS. Any Common Shares that will not be purchased in the course of the Offer will remain in the ownership of the holder thereof and remain registered on such securityholder s personal account with Computershare or depo account with the depository, as applicable. Corbiere will accept for purchase from each securityholder that has tendered its Common Shares only that number of Common Shares that may be purchased from such securityholder after pro-ration. Any Common Shares transferred to Corbiere by any securityholder in excess of the amount that may be accepted from such securityholder following pro-ration, will be returned by Corbiere to such securityholder. Corbiere expressly reserves the right, in its sole discretion, at any time and from time to time, to extend the period during which the Offer is open for any reason, including the failure to satisfy any of the conditions specified in the Offer Memorandum and the related Letters of Transmittal, and thereby delay acceptance for purchase, and payment for, any Common Shares or ADSs, by giving oral or written notice of such extension to the Dealer Manager. There can be no assurance that Corbiere will exercise its right to extend the Offer. During any such extension, all Common Shares and ADSs previously tendered will remain subject to the Offer. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tenders will be determined by Corbiere (or, with respect to Common Shares, ZAO Citibank, Corbiere s authorized 5

6 representative for purchase of Common Shares on Corbiere s behalf, in its sole discretion, which determination shall be final and binding. Corbiere reserves the absolute right to reject any or all tenders determined not to be in appropriate form or from persons whose participation in the Offer could in the reasonable opinion of the Company, the Dealer Manager or the ADS Tender Agent result in violation of applicable legal requirements or to refuse to accept for purchase or pay for, any Common Shares and ADSs if, in the opinion of Corbiere s counsel, accepting, purchasing or paying for such Common Shares or ADSs would be unlawful. Corbiere also reserves the absolute right to waive any of the conditions of the Offer or any defect in any tender, whether generally or with respect to any particular Common Share(s), ADS(s) or securityholder(s). Corbiere s interpretations of the terms and conditions of the Offer (including the Letters of Transmittal and the instructions thereto) and the Offer Memorandum shall be final and binding. Securityholders should be aware that the sale of securities and receipt of the purchase price pursuant to the Offer will have certain tax consequences, and are urged to consult at their own expense their tax advisors with respect to those consequences in considering the Offer. The Offer Memorandum and the Letters of Transmittal contain important information that securityholders are urged to read carefully before they make any decision with respect to the Offer. Please direct any questions or requests for assistance to the Dealer Manager or ADS Tender Agent or, with respect to the tender and transfer of Common Shares, to Computershare, in each case at their respective telephone numbers and addresses set forth below; copies of the Offer Memorandum and the Letters of Transmittal will be furnished promptly at Corbiere s expense. The Offer Memorandum, Letter of Transmittal, accompanying documents, other related materials and any announcements with respect to the Offer are and will be made available at a dedicated website at 6

7 If you are a securityholder tendering ADSs, you must forward your ADS Letter of Transmittal, the ADR(s) evidencing the ADSs you wish to tender, and any other required documentation, to the ADS Tender Agent at: By Hand or Overnight Courier: BNY Mellon Shareowner Services Attn: Corporate Action Dept., 27th Floor BNY Mellon Shareowner Services By Mail: BNY Mellon Shareowner Services Attn: Corporate Action Dept. 480 Washington Boulevard P.O. Box 3301 Jersey City, NJ South Hackensack, NJ If you are a securityholder tendering Common Shares, you must submit your Common Shares Letter of Transmittal and any other required documentation to Computershare at: Closed Joint-Stock Company Computershare Registrar Saint-Petersburg Branch of Closed Joint-Stock Company address: Russia, Saint- Petersburg, Izmailovsky pr., 4- А, Tel.: +7 (812) ; +7 (812) , Fax: +7 (812) Norilsk Branch of Closed Joint- Stock Company address: Russia, Norilsk, Krasnoyarsky krai, Leninsky pr., 16, Tel.: +7 (3919) , Fax: +7 (3919) Closed Joint-Stock Company address: 8 Ivana Franko Street, Moscow, Russia, Tel.: + 7 (495) , Fax: + 7 (495) Krasnoyarsk Branch of CJSC address: Russia, Krasnoyarsk, ul. Lenina, 6, office 205, Tel.: +7 (391) , +7 (391) , +7 (391) , Fax: +7 (391) Novorossiysk Branch of Closed Joint-Stock Company address: Russia, Krasnodarsky Krai, Novorossiysk, ul. Svobody, 1, bldg. 117, Tel.: +7 (8617) , +7 (8617) , Fax: +7 (8617) Irkutsk Branch of Closed Joint-Stock Company address: , Russia, Irkutsk, ul. Lenina, 6, office 303, Tel.: +7 (3952) , Fax: +7 (3952) Office 311, 3rd Floor, Prospekt Metallurgov 1a, Monchegorsk, Russian Federation, Tel.:

8 For information and documentation regarding the Offer, please contact: The ADS Information Agent, BNY Mellon Shareowner Services By Mail: BNY Mellon Shareowner Services Attn: Corporate Action Dept. P.O. Box 3301 South Hackensack, NJ By telephone: (from the U.S.) (from outside the U.S.) or the Dealer Manager, Citigroup Global Markets Limited By Mail: Citigroup Centre Canada Square Canary Wharf London E14 5LB Or Computershare (with respect to tenders of Common Shares) By Mail: 8 Ivana Franko Street Moscow Russia By telephone: +7 (495) Corbiere Holdings Limited December 29,

9 NOTICE TO INVESTORS NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ( SEC ) NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR DETERMINED WHETHER THE OFFER IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIME. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND THE OFFER MEMORANDUM IS ADDRESSED EXCLUSIVELY TO THE HOLDERS OF COMMON SHARES OR ADSs OF NORILSK NICKEL. NEITHER THE OFFER MEMORANDUM NOR THE OFFER DESCRIBED THEREIN NOR ANY INFORMATION CONTAINED HEREIN CONSTITUTE AN OFFER ( OFERTA ) PURSUANT TO RUSSIAN LAW, OR AN ADVERTISEMENT, OR AN OFFER OF SECURITIES TO AN UNLIMITED NUMBER OF PERSONS WITHIN OR OUTSIDE THE TERRITORY OF THE RUSSIAN FEDERATION. NEITHER THE OFFER MEMORANDUM NOR THE OFFER DESCRIBED THEREIN CONSTITUTE OR ARE INTENDED FOR PLACEMENT OR CIRCULATION OF SECURITIES OF FOREIGN ISSUERS IN THE RUSSIAN FEDERATION. ADSs OF NORILSK NIKEL, TO WHICH THE OFFER RELATES, ARE NEITHER REGISTERED IN THE RUSSIAN FEDERATION NOR ADMITTED TO PLACEMENT, PUBLIC PLACEMENT OR PUBLIC CIRCULATION IN THE RUSSIAN FEDERATION IN ACCORDANCE WITH ARTICLE 51.1 OF RUSSIAN FEDERAL LAW DATED APRIL 22, 1996 NO. 39-FZ ON THE SECURITIES MARKET (AS AMENDED). TENDER AND PURCHASE OF ADSs OF NORILSK NICKEL WILL BE CARRIED OUT EXCLUSIVELY IN ACCORDANCE WITH THE PROCEDURES SET FORTH IN THE OFFER MEMORANDUM. UNDER NO CIRCUMSTANCES SHALL THE OFFER TO PURCHASE CONSTITUTE AN INVITATION OR AN OFFER TO SELL OR THE SOLICITATION OF AN INVITATION TO BUY THE SECURITIES. This announcement does not constitute an offer to buy or the solicitation of an offer to sell securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on behalf of Corbiere by the Dealer Manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. Neither the delivery of the Offer Memorandum nor any purchase of securities shall, under any circumstances, create any implication that the information contained herein is current as of any time subsequent to the date of such information. This announcement has been issued by and is the sole responsibility of Corbiere and is only for circulation to securityholders and other persons in the United Kingdom to whom it may lawfully be communicated in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying this criterion being referred to as a relevant person. This communication may not be acted upon in the United Kingdom by anyone who is not a relevant person. In Belgium, this announcement is not directly or indirectly, being addressed to, or for the account of, any person other than to Qualified Investors within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market, as amended or replaced from time to time. As a result, this announcement does not constitute a public offer pursuant to Articles 3 and 6, 3, 1 of the Belgian law of 1 April 2007 on public takeover bids, as amended or replaced from time to time. Consequently, this announcement, the Offer Memorandum or any other documents or materials relating to the Offer has not been and will not be submitted to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het Bank-, Financie- en Assurantiewezen) and, accordingly, has not been or shall not be distributed or made available, directly or indirectly, to any person in Belgium other than Qualified Investors within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offering of investment instruments and the admission of investment instruments to trading on a regulated market (as amended or replaced from time to time), acting on their own account, 9

10 and may not be used in connection with any offering in Belgium except as may otherwise be permitted by law This announcement shall not constitute (i) an offer to the public, or (ii) public tender offer in Finland under the Finnish legislation including the Securities Markets Act (Fi: Arvopaperimarkkinalaki /495, as amended, the "SMA") or any underlying regulations. No prospectus referred to in the SMA has been published, or reviewed or approved by or notified to the Finnish Financial Supervisory Authority (Fi: Finanssivalvonta) in accordance with the SMA. This communication is not addressed to and the Offer will not be made to (i) residents of France who are not qualified investors ( investisseurs qualifiés ) and/or who do not belong to a restricted circle of investors ( cercle restreint d investisseurs ), in each case investing for their own account, all as defined in, and in accordance with, article L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D and D of the Code Monétaire et Financier (the CMF ) or who are not investment services providers authorized to engage in portfolio management on behalf of third parties or in a transaction that, in accordance with article L II-1 -or-2 -or 3 of the CMF and article of the Règlement Général of the French Autorité des marchés financiers (the AMF ), does not constitute a public offer or (ii) persons who are not entities as defined in Article L , 1 of the CMF. The Offer has not been prepared in the context of a public securities offering in France within the meaning of Article L of the CMF and Chapters I and IV of Title I of Book II of the Règlement Général of the AMF and therefore has not been submitted for clearance to the AMF. This announcement nor the Offer Memorandum has not been prepared in accordance with Directive 2003/71/EC (the Prospectus Directive ) or any measures made under the Prospectus Directive or the laws of the Republic of Ireland or of any EU member state or EEA treaty adherent state that implements the Prospectus Directive or such measures, and has not been reviewed prior to being issued by any regulatory authority in Ireland or in any other EU member state or EEA treaty adherent state and therefore may not contain all the information required where a document is prepared pursuant to the Prospectus Directive or such laws. Neither this communication nor the Offer Memorandum nor any of the information contained herein constitutes an offer or an invitation to offer or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase, exchange or acquire the securities, within the meaning of articles 1, lett. (v), and 101-bis ff, of Legislative Decree February 24, 1998, n. 58. The Offer is not being made and will not be made directly or indirectly, in or into, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available, in the Republic of Italy. The securityholders are hereby notified that, to the extent such securityholders are Italian residents or are located in the Republic of Italy, the Offer is not available to them and, as such, any acceptance instruction on whatever form received from such person shall be void and shall not be processed, validated or settled. Any person who may have a legal or contractual obligation to forward this communication, the Offer Memorandum and any other documents or materials relating to the Offer in the Republic of Italy should read the Offer Memorandum before doing so. Neither this communication nor the Offer nor the Offer Memorandum nor documents or prospectuses relating to the Offer has been or will be cleared by the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to the Italian securities legislation. Accordingly, neither this communication nor the Offer Memorandum nor any other material relating to the Offer may be distributed or made available in the Republic of Italy or used in connection with the Offer in the Republic of Italy. This announcement should not be construed in any way as Corbiere (or any of its affiliates or agents) soliciting the sale of the ADRs. Corbiere makes no representation with respect to the eligibility of any recipients of the Offer Memorandum to sell the ADRs under the laws of Korea, including, without limitation, the Foreign Exchange Transaction Law and Regulations thereunder. Furthermore, no tender 10

11 offer for the ADRs for cash may be made, directly or indirectly, in Korea or to any resident of Korea except pursuant to applicable laws and regulations of the Korea. This announcement does not constitute a prospectus or offer memorandum under the laws of Sweden and has not been approved by or registered with the Swedish financial supervisory authority (Finansinspektionen) pursuant to the Swedish Financial Instruments Trading Act (lagen 1991:980 om handel med finansiella instrument). The announcement, the Offer and the distribution of any consideration to the public in Taiwan have not been approved by or filed with the Taiwan Financial Supervision Commission and thus the Offer cannot be made or distributed to the public in Taiwan. This announcement relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority. This statement is intended for distribution only to Persons of a type specified in those rules. It must not be delivered to, or relied on by, any other Person. The Dubai Financial Services Authority has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The Dubai Financial Services Authority has not approved this document nor taken steps to verify the information set out in it, and has no responsibility for it. Prospective sellers of the Securities to which the Offer relates should conduct their own due diligence on the Offer. If you do not understand the contents of this document you should consult an authorized financial adviser. The Dealer Manager will continue to act as market maker in the Common Shares on RTS and MICEX in Russia and in the ADSs on the London Stock Exchange and in the United States before and during the period the Offer remains open for acceptance. In addition, to the extent permissible under applicable securities laws, the Dealer Manager and its affiliates may also from time to time purchase, or enter into arrangements to purchase, Common Shares or ADSs either as principal or agent before and during the period the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Information about such purchases will be disclosed at the following website: to the extent required by applicable legal requirements. 11