TERMS AND CONDITIONS OF THE BONDS

Transcription

1 THIS DOCUMENT IS NOT AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES. SOLELY FOR THE PURPOSES OF EACH MANUFACTURER S PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS HAS LED TO THE CONCLUSION THAT: (I) THE TARGET MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN DIRECTIVE 2014/65/EU, AS AMENDED ("MIFID II"); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS. THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION. TERMS AND CONDITIONS OF THE BONDS The following, other than words in italics, is the text of the Terms and Conditions (subject to amendment) of the Bonds which will appear on the reverse of the definitive certificates evidencing the Bonds. The issue of the U.S.$250,000, per cent. guaranteed convertible bonds due 2021 (the Bonds, which expression shall, except where otherwise indicated, include any further bonds issued in accordance with Condition 19 and consolidated and forming a single series therewith) was authorised by a resolution of the board of directors of Polyus Finance plc (the Issuer ) dated 18 January The Bonds are convertible into GDRs (as defined in Condition 6(A)(v) below) representing ordinary Shares (as defined in Condition 6(A)(v) below) of Public Joint Stock Company Polyus (the Parent Guarantor ). Each of Joint Stock Company Polyus Krasnoyarsk and the Parent Guarantor (each a Guarantor and, together, the Guarantors ) has guaranteed the payment of all sums payable by the Issuer under the Trust Deed and the Bonds and the performance by the Issuer of all of its obligations in respect of the exercise of Conversion Rights (as defined in Condition 6(A)) (the Guarantees ), subject as provided in Condition 1(B), pursuant to the terms of the Trust Deed (as defined below). The Bonds are constituted by a Trust Deed (the Trust Deed ) dated 26 January 2018 made between the Issuer, the Guarantors and BNY Mellon Corporate Trustee Services Limited (the Trustee, which expression shall include all persons for the time being the trustee or trustees under the Trust Deed) as trustee for the holders of the Bonds (the Bondholders ). The Issuer and the Guarantors have entered into an Agency Agreement (the Agency Agreement ) dated 26 January 2018 with the Trustee, The Bank of New York Mellon SA/NV, Luxembourg Branch as registrar (the Registrar, which expression shall include any successors as such under the Agency Agreement), The Bank of New York Mellon, London Branch as principal paying, conversion and transfer agent (the Principal Agent ), and the other agents appointed thereunder (together with the Principal Agent, the Agents, which expression shall include any successors as such under the Agency Agreement) in relation to the Bonds. The statements in these terms and conditions (the Conditions ) include summaries of, and are subject to, the detailed provisions of the Trust Deed and the Agency Agreement. The GDRs have been or will be issued pursuant to the Additional Regulation S Deposit Agreement dated as of 30 June 2017, as amended, modified, restated or superseded from time to time (the Deposit Agreement ) among the Parent Guarantor, The Bank of New York Mellon, as depositary (the Depositary, which term shall include 1

2 any successor depositary), and owners and holders of GDRs. The Issuer and the Guarantors have also entered into a calculation agency agreement (the Calculation Agency Agreement ) dated 26 January 2018 with Conv- Ex Advisors Limited (the Calculation Agent, which expression shall include any successor as calculation agent under the Calculation Agency Agreement) whereby the Calculation Agent has been appointed to make certain calculations in relation to the Bonds. Copies of the Trust Deed, the Agency Agreement, the Calculation Agency Agreement and the Deposit Agreement are available for inspection by Bondholders at the registered office of the Trustee being at the date hereof One Canada Square, London E14 5AL, United Kingdom and at the specified office(s) of each of the Agents. The Bondholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and are deemed to have notice of all the provisions of the Deposit Agreement, the Calculation Agency Agreement and the Agency Agreement applicable to them. In these Conditions, unless the context requires otherwise, words and expressions have the meanings given to them in Condition Status and Guarantees (A) (B) Status The Bonds constitute direct, unsubordinated and (subject to the provisions of Condition 3(A) below) unsecured obligations of the Issuer and shall at all times rank pari passu and rateably without any preference among themselves. The obligations of each Guarantor under the relevant Guarantee constitute direct, unsubordinated and (subject to the provisions of Condition 3(A) below) unsecured obligations of each Guarantor. Subject to Condition 3(A) below, the Issuer and each Guarantor shall ensure that at all times the claims of the Bondholders against them under the Bonds and the Guarantees, respectively, rank in right of payment at least pari passu with the claims of all their other unsecured and unsubordinated creditors, save those whose claims are preferred by any mandatory operation of law. Guarantees Each Guarantor has in the Trust Deed separately, on a joint and several basis, unconditionally and irrevocably guaranteed the payment when due of all sums payable by the Issuer under the Trust Deed and the Bonds and the performance by the Issuer of all of its obligations in respect of the exercise of Conversion Rights, subject as provided in paragraph. The total amount of the Guarantors liability for any and all obligations assumed by them in respect of or in connection with the Guarantees will not in any case exceed U.S.$1,200,000,000 in aggregate. 2 Form, Denomination and Title Subject as provided below, the Bonds will be represented initially by a global certificate in registered form (the Global Certificate ). The Global Certificate will be registered in the name of a nominee of a common depositary for Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking S.A. ( Clearstream, Luxembourg ). The Global Certificate will be held by a depositary for Euroclear and Clearstream, Luxembourg. Interests of participants in Euroclear and Clearstream, Luxembourg in the Bonds will be represented by book entries in the records of Euroclear and Clearstream, Luxembourg. (A) Form and denomination The Bonds are issued in registered form, serially numbered, in principal amounts of U.S.$200,000 (the Principal Amount ). A bond certificate (a Certificate ) will be issued to each Bondholder in respect of its registered holding of Bonds. Each Bond and each Certificate will have an identifying number which will be recorded on the relevant Certificate and in the register of Bondholders which the Issuer will procure to be kept by the Registrar. Individual Certificates in respect of book-entry interests in any Bonds will not be issued in exchange for an interest in the Global Certificate, except in the very limited circumstances described in the Global Certificate. 2

3 (B) Title Title to the Bonds passes by registration in the register (the Register ) which the Issuer will cause to be kept at the specified office of the Registrar outside the United Kingdom and upon which will be entered the names and addresses of the holders of the Bonds and the particulars of the Bonds held by them and of all transfers, redemptions and conversions of the Bonds. The holder of any Bond will (except as otherwise required by law or as ordered by a court of competent jurisdiction) be treated as its absolute owner for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or its theft or loss (or that of the related Certificates as appropriate) or anything written on it or on the Certificate issued in respect of it) and no person will be liable for so treating the holder. In these Conditions, Bondholder and (in relation to a Bond) holder mean the person in whose name a Bond is registered (or in the case of a joint holding, the first name thereof). Any resale or other transfer, or attempted resale or other transfer, made other than in compliance with the above-stated restrictions shall not be recognised by the Issuer, the Guarantors, the Trustee, the Registrar or the Agents. Title to book-entry interests in the Bonds passes by book-entry registration of the transfer in the records of Euroclear or Clearstream, Luxembourg, as the case may be, in accordance with their respective procedures. Book-entry interests in the Bonds may be transferred within Euroclear and within Clearstream, Luxembourg and between Euroclear and Clearstream, Luxembourg in accordance with procedures established for these purposes by Euroclear and Clearstream, Luxembourg. 3 Covenants (A) (B) Negative Pledge So long as any Bond remains outstanding (as defined in the Trust Deed) neither the Issuer nor any Guarantor shall, and the Issuer and each Guarantor shall procure that none of their respective Material Subsidiaries shall, directly or indirectly, create, incur, assume, permit or suffer to exist any Lien (for the purposes of this Condition 3(A), the Initial Lien ), other than a Permitted Lien, on any of its properties or assets, whether owned at the Closing Date or thereafter acquired, or on any income, revenue or profits therefrom, to secure any Indebtedness, unless the Issuer or the relevant Guarantor (as applicable), at the same time or prior thereto, procures that the Bonds or such Guarantor's obligations under the relevant Guarantee, as the case may be, are secured at least equally and rateably with such Indebtedness or benefit from such other security or other arrangements as either the Trustee shall in its absolute discretion deem not materially less beneficial to the interests of the Bondholders or shall be approved by an Extraordinary Resolution (as defined in the Trust Deed) (any such security provided for the purposes of this Condition 3(A), a Subsequent Security ), in each case for as long as such Indebtedness is secured by or has the benefit of the Initial Lien. Any Subsequent Security created for the benefit of the Bondholders pursuant to this Condition 3(A) shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (a) the release and discharge of the Initial Lien; or (b) the full and irrevocable payment of all amounts payable by the Issuer and any Guarantor (if applicable) under the Bonds, these Conditions and the Trust Deed. In the event that the automatic release and discharge is not fully effective for any reason, the Trustee has agreed in the Trust Deed to take such steps and actions (at the expense of the Issuer or the relevant Guarantor) as the Issuer or the relevant Guarantor may reasonably request to release and discharge (or acknowledge release and discharge of) the Subsequent Security in the circumstances referred to above. Limitation on Indebtedness Neither the Issuer nor any Guarantor shall, nor shall they permit any of their respective Subsidiaries to, incur, directly or indirectly, any Indebtedness; provided, however, that the Issuer, any Guarantor and any of their respective Subsidiaries shall be entitled to incur Indebtedness if: (1) after giving effect to such incurrence and the application of the proceeds thereof, as if such Indebtedness had been incurred, no Potential Event of Default (as defined in the Trust Deed) or Event of Default would occur or be continuing; and (2) on the date of such incurrence and after giving effect thereto and the application of the proceeds thereof the Group Leverage Ratio does not exceed 3.5 to 1. 3

4 (iii) (iv) (v) Notwithstanding Condition 3(B), the Issuer, any Guarantor and any of their respective Subsidiaries are entitled to incur any Permitted Indebtedness. Notwithstanding the foregoing, neither the Issuer nor any Guarantor shall incur any Indebtedness pursuant to this Condition 3(B) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Issuer or any Guarantor unless such Indebtedness shall be subordinated to the Bonds or the relevant Guarantee to at least the same extent as such Subordinated Obligations. For the purposes of determining compliance with this Condition 3(B): (1) if an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described in Conditions 3(B) or 3(B), the Issuer, in its sole discretion, will classify such item of Indebtedness (or any portion thereof) at the time of incurrence and will only be required to include the amount and type of such Indebtedness in one of the above Conditions; (2) the Issuer will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in Conditions 3(B) or 3(B) and may change the classification of an item of Indebtedness (or any portion thereof) to any other type of Indebtedness described in Conditions 3(B) or 3(B) at any time; (3) the outstanding principal amount of any particular Indebtedness shall be counted only once and any obligations arising under any guarantees, indemnities, Liens, letters of credit or similar instruments supporting such Indebtedness shall not be double counted; and (4) any entity that is allowed to incur Indebtedness under Condition 3(B) or Condition 3(B) (including the definition of Permitted Indebtedness ) may provide a guarantee or indemnity of any other entity s incurrence of such Indebtedness, provided that such other entity incurs such Indebtedness pursuant to Condition 3(B) or Condition 3(B) (and the same paragraph of the definition of Permitted Indebtedness ) under which the guaranteeing entity provides its guarantee or indemnity of such Indebtedness. For the purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness where the Indebtedness incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent determined on the date of the incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent, as appropriate, of Indebtedness Refinanced, except to the extent that (A) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the principal amount of such Refinancing Indebtedness will be determined in accordance with the preceding sentence and (B) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess, as appropriate, will be determined on the date such Refinancing Indebtedness is incurred. Notwithstanding any other provision of this Condition 3(B), the maximum amount that the Issuer, a Guarantor or a Subsidiary may incur pursuant to this Condition 3(B) shall not be deemed to be exceeded, with respect to outstanding Indebtedness, solely as a result of fluctuations in the exchange rates of currencies. 4 Transfers of Bonds; Issue of Certificates (A) Transfers Subject to the terms of the Agency Agreement and Conditions 4(C) and 4(D), a Bond may be transferred by depositing the Certificate issued in respect of that Bond (with the form of transfer in respect thereof duly completed, executed and duly stamped where applicable) at the specified office of the Registrar or any Agent. No transfer of a Bond will be valid unless and until registered on the Register. 4

5 (B) (C) (D) (E) Delivery of new Certificates Each new Certificate to be issued upon a transfer of Bonds will, within three business days of receipt by the Registrar or the relevant Agent, as the case may be, of the original Certificate and a duly completed form of transfer, be mailed by uninsured mail at the risk of the holder entitled to the Bonds to the address specified in the form of transfer. Where only some of the Bonds in respect of which a Certificate is issued are to be transferred, converted or redeemed, a new Certificate in respect of the Bonds not so transferred, converted or redeemed will, within three business days of deposit or surrender of the original Certificate with or to the Registrar or the relevant Agent, be mailed by uninsured mail at the risk of the holder of the Bonds not so transferred, converted or redeemed to the address of such holder appearing on the register of Bondholders. For the purposes of this Condition 4, business day shall mean a day on which banks are open for general business in the city in which the specified office of the Registrar or Agent with whom a Certificate is deposited in connection with a transfer is located. Formalities free of charge Registration of a transfer of Bonds will be effected without charge by or on behalf of the Issuer, any of the Agents or the Registrar subject to payment (or the giving of such indemnity or security or prefunding as the Issuer or any of the Agents or the Registrar may reasonably require) in respect of any tax or other governmental charges which may be imposed in relation to such transfer and the Registrar being satisfied with the documents of title and/or identity of the person making the application. Closed periods No Bondholder may require the transfer of a Bond to be registered during the period of 15 days ending on (and including) the due date for any payment of principal on the Bonds; after the Certificate in respect of such Bond has been deposited for conversion pursuant to Condition 6; (iii) during the period of seven days ending on (and including) any Record Date (as defined in Condition 7(A)); or (iv) in respect of which a Bondholder has exercised its right to require redemption pursuant to Condition 8(D). Regulations All transfers of Bonds and entries on the register of Bondholders will be made subject to the detailed regulations concerning transfer of Bonds set forth in the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Trustee and the Registrar. A copy of the current regulations will be mailed (free of charge) by the Registrar to any Bondholder upon request. 5 Interest The Bonds bear interest from (and including) the Closing Date at the rate of 1.00 per cent. per annum payable semi-annually in arrear in equal instalments on 26 January and 26 July in each year (each an Interest Payment Date ), commencing with the Interest Payment Date falling on 26 July Each Bond will cease to bear interest (a) where the Conversion Right (as defined in Condition 6(A)) shall have been exercised in respect of that Bond by the relevant Bondholder, from the Interest Payment Date immediately preceding the relevant Conversion Date (as defined in Condition 6(B)) or, if the Conversion Date falls on or prior to the first Interest Payment Date, the Closing Date (subject in any such case as provided in Condition 6(B)(iv)) or (b) from the due date for redemption thereof, unless payment of principal is improperly withheld or refused or unless default is otherwise made in respect of any such payment. In the event of such withholding, refusal or default under (b) above, interest will continue to accrue at the rate specified above (after as well as before any judgement) up to but excluding the earlier of (x) the date on which payment in full of such principal is made and (y) the day after notice is duly given to the holder of such Bond (in accordance with Condition 17) that such payment will be made, provided that such payment is in fact made. The amount of interest payable in respect of each Bond for any period which is not an Interest Period shall be calculated on the basis of a 360 day year consisting of 12 months of 30 days each and, in the case of an incomplete month, the number of days elapsed, where Interest Period means the period beginning on (and including) the Closing Date and ending on (but excluding) the first Interest Payment Date and each successive 5

6 period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date. 6 Conversion (A) Conversion Right (iii) Conversion Period Subject to the right of the Issuer to make a Cash Alternative Election and as otherwise provided in these Conditions, each Bondholder shall have the right (the Conversion Right ) to convert any Bond into GDRs representing Shares (both as defined in Condition 6(A)(v)). Subject to and upon compliance with the provisions of this Condition, the Conversion Right attaching to any Bond may be exercised, at the option of the holder thereof, at any time on or after 8 March 2018 (the Conversion Period Commencement Date ) up to the close of business (at the place where the Certificate representing the Bond is deposited for conversion) in accordance with and subject to Condition 6(B) on the date falling seven London business days prior to the Final Maturity Date or if such Bond shall have been called for redemption prior to the Final Maturity Date, then up to the close of business (at the place aforesaid) on the date falling seven London business days prior to the date fixed for redemption thereof. Notwithstanding the foregoing, if a Change of Control occurs, the Conversion Right may be exercised prior to the Conversion Period Commencement Date, in which case each Bondholder exercising the Conversion Right prior to the Conversion Period Commencement Date shall, as a pre-condition to receiving GDRs, be required to certify in the Conversion Notice, among other things, that it or, if it is a broker-dealer acting on behalf of a customer, such customer: will, on conversion, become the beneficial owner of the GDRs; and is located outside the United States (within the meaning of Regulation S ( Regulation S ) under the U.S. Securities Act of 1933, as amended (the Securities Act )). On exercise of the Conversion Right and subject to the right of the Issuer to make a Cash Alternative Election, the number of GDRs to be transferred to the converting Bondholder in respect of the relevant Converted Bonds will be equal to the Reference GDRs in respect of such exercise. Conversion Rights may not be exercised following the giving of notice by the Trustee pursuant to Condition 10 or in respect of a Bond in respect of which the relevant holder has exercised its right to require the Issuer to redeem pursuant to Condition 8(D). Conversion Rights may not be exercised by a Bondholder in circumstances where the relevant Conversion Date would fall during the period commencing on the Record Date in respect of any payment of interest on the Bonds and ending on the relevant Interest Payment Date (both days inclusive). The period during which Conversion Rights may be exercised by a Bondholder pursuant to these Conditions (including Condition 6(A)(iv)) is referred to as the Conversion Period. Conversion Rights may only be exercised in respect of the whole of a Principal Amount. Fractions of GDRs If a Certificate or Certificates in respect of more than one Bond shall be deposited for conversion at any one time by the same holder and the GDRs to be transferred on such conversion are to be transferred to the same person, the number of GDRs to be transferred upon conversion thereof will be calculated by the Calculation Agent on the basis of the aggregate principal amount of the Bonds to be converted. Fractions of GDRs will not be transferred on conversion (fractions being rounded down to the nearest whole number of GDRs) and no cash payment or other adjustment will be made in respect thereof. Conversion Price 6

7 The price at which GDRs will be transferred and delivered to Bondholders upon conversion (the Conversion Price ) will initially be U.S.$ per GDR but will be subject to adjustment in the manner provided in Condition 6(C). (B) (iv) (v) Revival after Default Notwithstanding the provisions of paragraph of this Condition 6(A) if the Issuer, failing whom the Guarantors, shall default in making payment in full in respect of any Bond which shall have been called for redemption pursuant to Condition 8(B) or (C) prior to the Final Maturity Date on the date fixed for redemption thereof, the Conversion Right attaching to such Bond will continue to be exercisable up to and including the close of business (at the place where the Certificate representing such Bond is deposited for conversion) on the date upon which the full amount of the moneys payable in respect of such Bond has been duly received by the Trustee or the Principal Agent and notice of such receipt has been duly given to the Bondholders or, if earlier, the Final Maturity Date. Definition of Shares and GDRs As used in these Conditions, Shares means shares of the class of share capital of the Parent Guarantor which, at the Closing Date, is designated as ordinary shares of the Parent Guarantor, together with shares of any class or classes resulting from any sub-division, consolidation or reclassification thereof, which as between themselves have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation or winding-up of the Parent Guarantor. As used in these Conditions, the expression GDRs means Regulation S Global Depositary Shares representing Shares and issued pursuant to the Deposit Agreement, with two of such GDRs representing as at the Closing Date one Share. Conversion Procedure Conversion Notice To exercise the Conversion Right attaching to any Bond, the holder thereof must complete, execute and deposit at his own expense during normal business hours at the specified office of any Agent at which the Certificate representing the Bond is deposited for conversion a notice of conversion (a Conversion Notice ) in duplicate in the form (for the time being current) obtainable from the specified office of any Agent, together with the relevant Certificate and any amounts required to be paid by the Bondholders as described below. A Bondholder exercising Conversion Rights shall, as a pre-condition to receiving GDRs, also be required to comply with any relevant provisions of the Deposit Agreement, including the provision of such confirmations, certificates and undertakings and compliance with such other formalities as may be required pursuant to the Deposit Agreement or requested by the Depositary (the Deposit Requirements ). If a converting Bondholder shall fail to comply with any Deposit Requirements, the purported exercise of Conversion Rights shall be invalid. Where Conversion Rights are exercised in the circumstances specified in Condition 6(A)(iv) it shall not be necessary to deposit the relevant Certificate with an Agent as aforesaid, if such Certificate shall have been deposited, and remain deposited, with an Agent for the purposes of the relevant redemption (but a duly completed Conversion Notice and compliance with the Deposit Requirements will remain required). A Certificate and Conversion Notice deposited with an Agent outside normal business hours or on a day which is not a business day at the place of the specified office of the relevant Agent shall for all purposes be deemed to have been deposited with such Agent during normal business hours on the next following such business day. A Bondholder exercising a Conversion Right must pay directly to the relevant authorities any taxes (including capital, stamp, issue and registration and transfer taxes and duties) arising on conversion (other than any taxes (including capital, stamp, issue and registration and transfer 7

8 taxes and duties) payable in the Russian Federation, the United Kingdom, Luxembourg or Belgium in respect of the transfer of any GDRs, which shall be paid by the Issuer, failing whom the Guarantors). Such Bondholder must also pay all, if any, taxes arising by reference to any disposal or deemed disposal of a Bond or interest therein in connection with such conversion. A Bondholder exercising a Conversion Right will be required to certify that it will become the beneficial owner of any relevant GDRs received pursuant to the exercise of its Conversion Right and is not an affiliate of the Issuer or any Guarantor or a person acting on behalf of such an affiliate and is located outside the United States (within the meaning of Regulation S under the Securities Act) and is acquiring any GDRs outside the United States. None of the Trustee, the Agents or the Registrar shall be responsible for determining whether such taxes (including capital, stamp, issue and registration and transfer taxes and duties) are payable or the amount thereof and none of them shall be responsible or liable for any failure by the Issuer or the Guarantors to pay such taxes (including capital, stamp, issue and registration and transfer taxes and duties). The Issuer, failing whom the Guarantors, will pay all costs, fees and expenses, including, where relevant, those of the Depositary and any custodian acting on behalf of such Depositary, in connection with the delivery of GDRs on exercise of Conversion Rights. The date on which any Certificate representing the Bond and the Conversion Notice relating thereto are deposited with an Agent or, if later, on which all conditions precedent to the conversion thereof are fulfilled is hereinafter referred to as the Deposit Date applicable to such Bond and must fall during the Conversion Period. The request for conversion shall be deemed to have been made at hours (London time) on the Deposit Date applicable to the relevant Bond (and the next calendar day, being the calendar day in Moscow on which such time in London falls, is herein referred to as the Conversion Date applicable to such Bond). A Conversion Notice once deposited may not be withdrawn without the consent in writing of the Issuer. GDR delivery and GDR issues, Retroactive Adjustments Following each Conversion Date the Issuer, failing whom the Guarantors, will ensure that all necessary steps are taken for the due transfer and delivery to the Bondholders of the GDRs to which each Bondholder is entitled on conversion of the relevant Bonds. Delivery of GDRs will be made in book-entry form through the facilities of Euroclear and Clearstream, Luxembourg to such account with Euroclear or Clearstream, Luxembourg as specified by the relevant Bondholder in the relevant Conversion Notice by not later than 10 London and Moscow business days following the relevant Conversion Date. Where there is any change to the number of Shares represented by each GDR, such modification shall be made to the operation of the adjustment provisions as is appropriate to give the intended result, as determined by an Independent Adviser or (if the Calculation Agent determines in its sole discretion it is capable of making such determination in its capacity as Calculation Agent) the Calculation Agent. References in this Condition 6 to the issue of Shares or the issue or grant by way of rights, options, warrants or other rights to subscribe for or purchase any Shares shall be construed to include circumstances where such Shares are to be represented by and/or such issue or grant is made by the Parent Guarantor in respect of GDRs issued or to be issued by the Depositary and representing such Shares, and the provisions of this Condition 6 shall be construed accordingly with such (if any) modifications as an Independent Adviser (or, if the Calculation Agent determines in its sole discretion it is capable of making such determination in its capacity as Calculation Agent, the Calculation Agent), shall determine to be appropriate, by reference, where appropriate, to the number of Shares represented by such GDRs. If a Retroactive Adjustment occurs in relation to any exercise of Conversion Rights, other than where (x) a Cash Alternative Election is made in respect thereof and (y) the number of Cash 8

9 Settled GDRs is equal to the number of Reference GDRs, then the Issuer, failing whom the Guarantors, will ensure that all necessary steps are taken for the due transfer to the Bondholders of such additional number of GDRs (if any) (as determined by the Calculation Agent or an Independent Adviser) (the Additional GDRs ) as, together with the number of Physically Settled GDRs transferred on conversion of the Bonds the subject of such exercise of Conversion Rights, is equal to the number of Physically Settled GDRs which would have been required to be transferred on conversion of such Bonds if the relevant Retroactive Adjustment had been given effect as at the said Conversion Date (and assuming for this purpose such adjusted number of Cash Settled Shares as is equal to the number of Cash Settled Shares (if any) divided by the adjustment factor applied to the Conversion Price in relation to such Retroactive Adjustment), and in such event and in respect of such Additional GDRs references in this Condition 6(B) and (iii) to the Conversion Date shall be deemed to refer to the date (the Reference Date ) upon which such Retroactive Adjustment becomes effective (notwithstanding, as the case may be, that the date upon which it becomes effective falls after the end of the Conversion Period). (iii) (iv) (v) Ranking and entitlement Shares represented by GDRs transferred to the Bondholders upon conversion of the Bonds will be fully paid and non-assessable and in all respects will rank pari passu with all other Shares in issue on the relevant Conversion Date (except for any right excluded by mandatory provisions of applicable law) and such Shares will be entitled to all rights to the same extent as all other fullypaid and non-assessable Shares of the Parent Guarantor. GDRs transferred and delivered to Bondholders upon conversion will in all respects rank pari passu with the other GDRs in issue on the relevant Conversion Date (except in any such case for any right excluded by mandatory provisions of applicable law) and, without prejudice to the provisions of the Deposit Agreement, the relevant Bondholder shall be treated as the holder thereof with effect from, and be entitled to all rights, distributions and entitlements relating to such GDRs in respect of which the record date or other due date for the establishment of the corresponding entitlement in respect of the Shares represented by such GDRs falls on or after, the relevant Conversion Date. Interest on conversion Except as provided below, no payment or adjustment will be made on conversion of Bonds for any interest otherwise accruing on converted Bonds from the Interest Payment Date immediately preceding the relevant Conversion Date, or if the relevant Conversion Date falls on or prior to the first Interest Payment Date, the Closing Date. If any notice of redemption of any Bond is given pursuant to Condition 8(B) on or after the fifteenth London business day prior to a record date which has occurred since the last Interest Payment Date (or in the case of the first Interest Period, since the Closing Date) (whether such notice is given before, on or after such record date) in respect of any dividend or distribution in respect of the Shares where such notice specifies a date for redemption falling on or prior to the date which is 14 days after the Interest Payment Date next following such record date, interest shall accrue on Bonds which shall have been delivered for conversion by Bondholders pursuant to this Condition 6(B) and in any such case where the relevant Conversion Date falls after such record date and on or prior to the Interest Payment Date next following such record date, in each case, from the preceding Interest Payment Date (or, if such Conversion Date falls on or prior to the first Interest Payment Date, from the Closing Date) to such Conversion Date. Any such interest shall be paid by the Issuer not later than 14 New York City business days after the relevant Conversion Date by transfer to the U.S. dollar account specified in the relevant Conversion Notice. Cash Alternative Election (1) Upon exercise of a Conversion Right, the Issuer may make an election (a Cash Alternative Election ) by giving notice (a Cash Alternative Election Notice ) to the relevant Bondholder by not later than the Cash Election Date to the address (or, if a fax number or address is provided in the relevant Conversion Notice to such fax number or address) specified for that purpose in the relevant Conversion Notice (with a copy to the Trustee, the Principal Agent (and (if different) the relevant Agent to which the Conversion Notice was delivered) and the Calculation Agent) to satisfy the exercise of the 9

10 Conversion Right in respect of the relevant Bonds by making payment, or procuring that payment is made, to the relevant Bondholder of the Cash Alternative Amount in respect of the Cash Settled GDRs in respect of such exercise as specified in the relevant Cash Alternative Election Notice, and where the Cash Settled GDRs are less than the Reference GDRs in respect of the relevant exercise of Conversion Rights, by transferring and delivering a number of GDRs equal to the Reference GDRs minus the Cash Settled GDRs, together in any such case with any other amount payable by the Issuer, failing whom the Guarantors, to such Bondholder pursuant to these Conditions in respect of or relating to the relevant exercise of Conversion Rights, including any interest payable pursuant to Condition 6(B)(iv). Cash Election Date means the date falling five dealing days following the relevant Conversion Date. (2) The Cash Alternative Election Notice shall be irrevocable and shall specify: (A) (B) (C) the Conversion Price in effect on the relevant Conversion Date and the number of Reference GDRs in respect of such exercise of Conversion Rights; the number of Cash Settled GDRs in respect of the relevant exercise of Conversion Rights, by reference to which the Cash Alternative Amount is to be calculated; and if the number of Cash Settled GDRs (determined as aforesaid) is less than the number of Reference GDRs in respect of the relevant exercise of Conversion Rights, the number of Physically Settled GDRs to be transferred and delivered by the Issuer, failing whom the Guarantors, to the relevant Bondholder in respect of such exercise. (3) The Issuer or the Guarantors, as the case may be, will pay the Cash Alternative Amount not later than five New York City business days following the last day of the Cash Alternative Calculation Period by transfer to a U.S. dollar account of the payee with a bank in New York City specified in the relevant Conversion Notice. (4) If there is a Retroactive Adjustment to the Conversion Price following the exercise of Conversion Rights by a Bondholder in circumstances where (x) a Cash Alternative Election is made in respect of such exercise and (y) if any dealing day comprised in the Cash Alternative Calculation Period in respect of such exercise of Conversion Rights falls on or after the Applicable RA Reference Date, then the Issuer or the Guarantors shall pay to the relevant Bondholder an additional amount (the Additional Cash Alternative Amount ) calculated in good faith by the Calculation Agent and equal to the Market Price of such number of GDRs (rounded down if necessary to the nearest whole number of GDRs) (if any) as is equal to that by which the number of Cash Settled GDRs would have been increased (including for this purpose any fraction of a GDR) when divided by the adjustment factor applied to the Conversion Price in relation to such Retroactive Adjustment. (5) The Issuer or the Guarantors will pay the Additional Cash Alternative Amount not later than the fifth New York City business day following the relevant Reference Date by transfer to a U.S. dollar account in accordance with instructions contained in the relevant Conversion Notice. (6) Cash Alternative Amount means, in respect of any exercise of Conversion Rights in respect of which the Issuer shall have made a Cash Alternative Election, an amount in U.S. dollars calculated by the Calculation Agent in accordance with the following formula and which shall be payable by the Issuer or, as the case may be, the Guarantors, to a Bondholder in respect of the relevant Cash Settled GDRs specified in the relevant Cash Alternative Election Notice: N 1 CAA N n 1 x CSG x Pn 10

11 where: (C) CAA = the Cash Alternative Amount; CSG = the Cash Settled GDRs; Pn = the Volume Weighted Average Price of a GDR on the nth dealing day of the Cash Alternative Calculation Period; and N = 20, being the number of dealing days in the Cash Alternative Calculation Period, provided that: (iii) Adjustments to Conversion Price if any Dividend or other entitlement in respect of the Shares is announced, (whether on or prior to or after the relevant Conversion Date) in circumstances where the record date or other due date for the establishment of entitlement of holders of GDRs in respect of such Dividend or other entitlement shall be on or after the relevant Conversion Date and if on any dealing day in the Cash Alternative Calculation Period the Volume Weighted Average Price is based on a price ex- such Dividend or ex- such other entitlement, then such price shall be increased by an amount equal to the Fair Market Value of any such Dividend or other entitlement per GDR as at the Ex Date in respect of such Dividend or entitlement, determined by the Calculation Agent on a gross basis and disregarding any withholding or deduction required to be made for or on account of tax, and disregarding any associated tax credit, all as determined by the Calculation Agent; if any Additional Cash Alternative Amount is due in respect of the exercise of Conversion Rights in respect of which the Cash Alternative Amount is being determined, any Volume Weighted Average Price on any dealing day falling in the relevant Cash Alternative Calculation Period but before the Applicable RA Reference Date shall be multiplied by the adjustment factor (as determined pursuant to these Conditions) applied to the Conversion Price in respect of the relevant Retroactive Adjustment, all as determined by the Calculation Agent, provided that where such adjustment factor as aforesaid cannot be determined in accordance with these Conditions before the second dealing day before the date on which payment of the Additional Cash Alternative Amount is to be made, the relevant Volume Weighted Average Price as aforesaid shall be adjusted in such manner as determined in good faith to be appropriate by an Independent Adviser no later than such second dealing day before such payment date as aforesaid; and if any doubt shall arise as to the calculation of the Cash Alternative Amount or if such amount cannot be determined as provided above, the Cash Alternative Amount shall be equal to such amount as is determined in such other manner as an Independent Adviser shall consider in good faith to be appropriate to give the intended result. Upon the happening of any of the events described below, the Conversion Price shall be adjusted by the Calculation Agent as follows: Consolidation, reclassification, redesignation or subdivision If and whenever there shall be a consolidation, reclassification, redesignation or subdivision affecting the number of Shares in issue, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: where: 11

12 A B C D is the aggregate number of Shares in issue immediately before such consolidation, reclassification, redesignation or subdivision, as the case may be; is the aggregate number of Shares in issue immediately after, and as a result of, such consolidation, reclassification, redesignation or subdivision, as the case may be; is the number of Shares represented by a GDR following or as a result or consequence of such consolidation, reclassification, redesignation or subdivision in respect of the Shares; and is the number of Shares represented by a GDR immediately prior to such consolidation, reclassification, redesignation or subdivision, as the case may be. Such adjustment shall become effective on the Effective Date. Effective Date means, in respect of this paragraph (C) the date the consolidation, reclassification, redesignation or subdivision, as the case may be, takes effect. Capitalisation of profits or reserves If and whenever the Parent Guarantor shall issue any Shares credited as fully paid to the Shareholders by way of capitalisation of profits or reserves, including any share premium account or capital redemption reserve (other than where it is determined to constitute a cash Dividend pursuant to paragraph (a) of the definition of Dividend ), the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: where: A is the aggregate number of Shares in issue immediately before such issue of Shares; B C D is the aggregate number of Shares in issue immediately after such issue of Shares; is the number of Shares represented by a GDR following or as a result or consequence of such issue of Shares; and is the number of Shares represented by a GDR immediately prior to such issue of Shares. Such adjustment shall become effective on the Effective Date. Effective Date means, in respect of this paragraph (C), the date of completion of the issuance and placing of such Shares. (iii) Dividends (a) If and whenever the Parent Guarantor shall pay or make any Dividend to the Shareholders where the Ex Date in respect of such Dividend falls on or after the Closing Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: where: A is the Current Market Price of one Share on the Ex Date; and B is the portion of the Fair Market Value of the aggregate Dividend attributable to one Share, with such portion being determined by dividing the Fair Market Value of the aggregate Dividend by the number of Shares entitled to receive the 12

13 relevant Dividend (or, in the case of a purchase, redemption or buy back of Shares, GDRs or any depositary or other receipts or certificates representing Shares by or on behalf of the Parent Guarantor or any Subsidiary of the Parent Guarantor, by dividing the Fair Market Value of the aggregate Dividend by the number of Shares in issue immediately following such purchase, redemption or buy back, and treating as not being in issue any Shares, or any Shares represented by GDRs or other depositary receipts or certificates representing Shares, purchased, redeemed or bought back). Such adjustment shall become effective on the date (the Effective Date ) which is the later of the Ex Date and the first date upon which the Fair Market Value of the relevant Dividend is capable of being determined as provided herein. Ex Date means, in respect of this paragraph (C)(iii), the first date on which the GDRs are traded on the Relevant Stock Exchange ex-the entitlement corresponding to the relevant Dividend or, in the case of a purchase, redemption or buy back of Shares, GDRs or any depositary or other receipts or certificates representing Shares, the date on which such purchase, redemption or buy back is made. (iv) (b) Rights issues For the purposes of the above, Fair Market Value shall (subject as provided in paragraph (a) of the definition of Dividend and in the definition of Fair Market Value ) be determined as at the Ex Date. If and whenever the Parent Guarantor shall issue Shares to Shareholders as a class by way of rights, or the Parent Guarantor or any of the Parent Guarantor's Subsidiaries or (at the direction or request or pursuant to any arrangements with the Parent Guarantor or any of the Parent Guarantor's Subsidiaries) any other company, person or entity shall issue or grant to Shareholders as a class by way of rights, any options, warrants or other rights to subscribe for or purchase any Shares, or any Securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for or the right to acquire, any Shares (or shall grant any such rights in respect of existing Securities so issued), in each case at a price per Share (based, where appropriate, on such number of Shares as determined by reference to the proviso below) which is less than 95 per cent. of the Current Market Price per Share on the Ex Date, the Conversion Price shall be adjusted by multiplying the Conversion Price in force immediately prior to the Effective Date by the following fraction: where: A is the number of Shares in issue on the Ex Date; B C is the number of Shares which the aggregate consideration (if any) receivable for the Shares issued by way of rights, or for the Securities issued by way of rights, or for the options or warrants or other rights issued by way of rights plus the additional consideration (if any) receivable upon (and assuming) the exercise of such options, warrants or rights at the initial subscription, purchase or acquisition price, would purchase at the Current Market Price per Share on the Ex Date; and is the number of Shares to be issued or, as the case may be, the maximum number of Shares which may be issued upon exercise of such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase in respect thereof at the initial conversion, exchange, subscription or purchase price or rate, 13