IMPORTANT NOTICE IMPORTANT:

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1 IMPORTANT NOTICE IMPORTANT: You must read the following before continuing. The following applies to the Offering Memorandum (as defined herein) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Offering Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THE FOLLOWING OFFERING MEMORANDUM CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. ANY SECURITIES TO BE ISSUED WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT ), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your representation: In order to be eligible to view this Offering Memorandum or make an investment decision with respect to any securities, investors must be (i) qualified institutional buyers (as defined in Rule 144A under the Securities Act) that are also qualified purchasers (as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended) or (ii) non-u.s. persons (as defined in Regulation S under the Securities Act) outside the United States who are not acting for the account or benefit of U.S. Persons. By accessing these materials, you shall be deemed to have represented to us that you (i) are a qualified institutional buyer and a qualified purchaser or (ii) are outside the United States and are not a U.S. Person and are not acting for the account or benefit of a U.S. Person. Under no circumstances shall this Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities being offered, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this Offering Memorandum who intend to subscribe for or purchase the Notes (as defined herein) are reminded that any subscription or purchase may only be made on the basis of the information contained in this Offering Memorandum. The Notes are not eligible for placement and circulation in the Russian Federation, unless, and to the extent, otherwise permitted by Russian law. The information provided in this Offering Memorandum is not an offer, or an invitation to make offers, sell, exchange or otherwise transfer the Notes in the Russian Federation or to or for the benefit of any Russian person or entity. This Offering Memorandum and information contained herein does not constitute an advertisement or an offer of any securities in the Russian Federation. It is not intended to be, and must not be, distributed or circulated in the Russian Federation unless and to the extent otherwise permitted under Russian law. You are reminded that this Offering Memorandum has been delivered to you on the basis that you are a person into whose possession this Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver this Offering Memorandum to any other person. The materials relating to the Offering (as defined in the Offering Memorandum) do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the Offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer (as defined in the Offering Memorandum) in such jurisdiction. This Offering Memorandum has been sent to you in an electronic form. You are responsible for protecting against viruses and other destructive items. Your use of this is at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a

2 destructive nature. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently neither the Far-Eastern Shipping Company PLC (FESCO), the Issuer, any of the the Guarantors (as defined in the Offering Memorandum), Goldman Sachs International, ING Bank N.V., London Branch, Raiffeisen Bank International AG, nor any person who controls any of them nor any director, officer, employee or agent of any of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between this Offering Memorandum distributed to you in electronic format and the hard copy version available to you.

3 3APR Far East Capital Limited S.A. (a company incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg) U.S.$500,000, % Senior Secured Notes due 2018 U.S.$300,000, % Senior Secured Notes due 2020 Issue Price of the 2018 Notes: 100% Issue Price of the 2020 Notes: 100% Far East Capital Limited S.A., a company incorporated as a société anonyme under the laws of the Grand Duchy of Luxembourg (the Issuer ), is issuing an aggregate principal amount of U.S.$500,000, % Senior Secured Notes due 2018 (the 2018 Notes ) and an aggregate principal amount of U.S.$300,000, % Senior Secured Notes due 2020 (the 2020 Notes, and together with the 2018 Notes, the Notes ). The Issuer, the Guarantors (as defined herein), the Security Providers (as defined herein), ING Bank N.V., London Branch (the Security Agent ), TMF Trustee Limited as co-security agent (the Co-Security Agent, and together with the Security Agent, the Security Agents ) and TMF Trustee Limited as trustee (the Trustee ) will enter into a trust deed in respect of the 2018 Notes dated on or about 2 May 2013 (the 2018 Trust Deed ) and a trust deed in respect of the 2020 Notes dated on or about 2 May 2013 (the 2020 Trust Deed, and together with the 2018 Trust Deed, the Trust Deeds ). The Security Agent and each of the Guarantors, other than Open Joint Stock Company Commercial Port of Vladivostok (the Port of Vladivostok or VMTP ), have entered into a deed of guarantee dated 7 December 2012 (the Deed of Guarantee ), which was confirmed by a deed of confirmation dated 17 April 2013 (the Deed of Confirmation ), to unconditionally and irrevocably on a joint and several basis guarantee the due and punctual payment of all amounts at any time becoming due and payable in respect of the Notes (each, a Note Guarantee, and together, the Note Guarantees ). VMTP will accede to the Deed of Guarantee no later than 30 June 2013 (or such later date to which the Trustee may in its reasonable discretion agree) at which point it shall become a Guarantor. The Notes will be constituted by the Trust Deeds and will have the benefit of the Note Guarantees. The Issuer will pay interest on the 2018 Notes at an annual rate equal to 8.00% of their outstanding amount and on the 2020 Notes at any annual rate equal to 8.75% of their outstanding amount. Interest on the Notes is payable semi-annually in arrear on 2 May and 2 November of each year, commencing on 2 November Payments on the Notes (including payments by a Guarantor under each Note Guarantee) will be made without withholding or deduction for or on account of taxes, unless such withholding or deduction is required by law. In the event of any withholding or deduction for or on account of taxes of the Grand Duchy of Luxembourg ( Luxembourg ), the Republic of Cyprus ( Cyprus ), Ukraine or the Russian Federation (the Russian Federation or Russia ), the Issuer or (as the case may be) a Guarantor will, subject to certain exceptions and limitations, pay additional amounts to the holder of any Note to the extent described under Terms and Conditions of the 2018 Notes ( Terms and Conditions of the 2018 Notes ) and Terms and Conditions of the 2020 Notes (the Terms and Conditions of the 2020 Notes, and together with the Terms and Conditions of the 2018 Notes, the Terms and Conditions of the Notes ). The Issuer may redeem the Notes in whole but not in part at 100% of the principal amount thereof, plus accrued and unpaid interest, in the event of certain taxation changes and otherwise as described under the Terms and Conditions of the Notes. Unless previously redeemed or purchased and cancelled, the 2018 Notes will be redeemed at their principal amount on 2 May 2018 and the 2020 Notes will be redeemed at their principal amount on 2 May The Notes will be senior secured obligations of the Issuer and will rank equally in right of payment with the Issuer s other existing and future senior indebtedness, except as otherwise described under the Terms and Conditions of the Notes. Each of the Note Guarantees will constitute a senior secured obligation of the respective Guarantor and will rank equally in right of payment with all existing and future senior secured obligations of such Guarantor, except as otherwise described under the Terms and Conditions of the Notes. The Notes and the Note Guarantees will also benefit from a security package consisting of security over (i) all of the shares in the Issuer and bank accounts of the Issuer; (ii) all of the shares in each HoldCo Guarantor (as defined herein); (iii) 69.98% of the shares of Far-Eastern Shipping Company PLC ( FESCO ), representing the HoldCo Guarantors interest in FESCO indirectly acquired by Maple Ridge (as defined herein) and Elvy (as defined herein) in December 2012 (see Sponsors and Principal Shareholders ), and other assets of the HoldCo Guarantors; (iv) all of the shares in the Subsidiary Guarantors (as defined herein) to the extent indirectly owned by FESCO; and (v) certain other assets of the Guarantors or Security Providers (as defined herein). See Terms and Conditions of the 2018 Notes 2. Status and Note Guarantees. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS BEGINNING ON PAGE 25. The Notes and the Note Guarantees (together, the Securities ) have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act ), and, subject to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ( Regulation S )). The 2018 Notes may be offered and sold (i) within the United States only to qualified institutional buyers ( QIBs ), as defined in Rule 144A under the Securities Act ( Rule 144A ), that are also qualified purchasers ( QPs ), as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the Investment Company Act ), in reliance on the exemption from registration under Section 5 of the Securities Act provided by Rule 144A or on another exemption therefrom (the 2018 Rule 144A Notes ); and (ii) to certain non-u.s. persons in offshore transactions as defined in and in reliance on Regulation S (the 2018 Regulation S Notes ). The 2020 Notes may be offered and sold (i) within the United States only to QIBs that are also QPs, in reliance on the exemption from registration under Section 5 of the Securities Act provided by Rule 144A or on another exemption therefrom (the 2020 Rule 144A Notes, and together with the 2018 Rule 144A Notes, the Rule 144A Notes ; and (ii) to certain non-u.s. persons in offshore transactions as defined in and in reliance on Regulation S (the 2020 Regulation S Notes, and together with the 2018 Regulation S Notes, the Regulation S Notes ). The Issuer and the Guarantors have not been and will not be registered under the Investment Company Act. Prospective purchasers are hereby notified that sellers of the Rule 144A Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of these and certain further restrictions on offers, sales and transfers of the Notes and the distribution of this offering memorandum (the Offering Memorandum ), see Plan of Distribution and Transfer Restrictions. Application has been made to the Irish Stock Exchange for the approval of this document as listing particulars (the Listing Particulars ). Application has been made to the Irish Stock Exchange for the Notes to be admitted to the Official List (the Official List ) and trading on the Global Exchange Market (the Global Exchange Market ), which is the exchange regulated market of the Irish Stock Exchange. The Global Exchange Market is not a regulated market for the purposes of Directive 2004/39/EC. This Offering Memorandum constitutes the Listing Particulars in respect of the admission of the Notes to the Official List and to trading on the Global Exchange Market of the Irish Stock Exchange. The Notes will be offered and sold in the minimum denomination of U.S.$200,000 and integral multiples of U.S.$1,000 thereafter. The 2018 Regulation S Notes will initially be represented by interests in a global unrestricted note in registered form (the 2018 Unrestricted Global Certificate ), without interest coupons, which will be deposited with a common depositary for Euroclear Bank SA/NV ( Euroclear ) and Clearstream Banking, société anonyme ( Clearstream, Luxembourg ), and registered in the name of a nominee, on or about 2 May 2013 (the Issue Date ). The 2018 Rule 144A Notes will initially be represented by interests in a global restricted note in registered form (the 2018 Restricted Global Certificate, and together with the 2018 Unrestricted Global Certificate, the 2018 Global Certificates and each a 2018 Global Certificate ), without interest coupons which will be registered in the name of Cede & Co., as nominee of, and deposited with a custodian for, The Depository Trust Company ( DTC ) on or about the Issue Date. The 2020 Regulation S Notes will initially be represented by interests in a global unrestricted note in registered form (the 2020 Unrestricted Global Certificate, and together with the 2018 Unrestricted Global Certificate, the Unrestricted Global Certificates ), without interest coupons, which will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg, and registered in the name of a nominee, on or about the Issue Date. The 2020 Rule 144A Notes will initially be represented by interests in a global restricted note in registered form (the 2020 Restricted Global Certificate, and together with the 2018 Restricted Global Certificate, the Restricted Global Certificates ), without interest coupons which will be registered in the name of Cede & Co., as nominee of, and deposited with a custodian for, DTC on or about the Issue Date. The 2020 Restricted Global Certificate and the 2020 Unrestricted Global Certificate are herein referred to as the 2020 Global Certificates and each a 2020 Global Certificate. The 2018 Global Certificates and the 2020 Global Certificates are herein referred to as the Global Certificates and each a Global Certificate. Beneficial interests in the Global Note Certificates will be shown on, and transfers thereof will be effected only through, records maintained by DTC, Euroclear or Clearstream, Luxembourg (as the case may be) and their respective participants. See Clearing and Settlement. Individual note certificates in registered form will only be available in certain limited circumstances as described herein. Joint Bookrunners Goldman Sachs ING Raiffeisen Bank International International The date of this Offering Memorandum is 24 April 2013.

4 IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM Each of the Issuer and FESCO accepts responsibility for the information contained in this Offering Memorandum. To the best of the knowledge of each of the Issuer and FESCO (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the import of such information. Each Guarantor accepts responsibility for the information contained in this Offering Memorandum relating to itself and to its Note Guarantee. To the best of the knowledge and belief of each Guarantor (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Offering Memorandum relating to itself and its Note Guarantee is in accordance with the facts and does not omit anything likely to affect the import of such information. This Offering Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, FESCO, the Guarantors, the Joint Bookrunners (as defined in Plan of Distribution ) or the Trustee to subscribe for or purchase any Notes in any jurisdiction where it is unlawful to make such an offer or invitation. The distribution of this Offering Memorandum and the offering of the Notes (the Offering ) in certain jurisdictions may be restricted by law. Persons into whose possession this Offering Memorandum comes are required by the Issuer, FESCO, the Guarantors, the Joint Bookrunners and the Trustee to inform themselves about and to observe any such restrictions. For a description of certain further restrictions on offers and sales of the Notes and distribution of this Offering Memorandum, see Plan of Distribution and Transfer Restrictions. No person is authorised to provide any information or to make any representation not contained in this Offering Memorandum and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of the Issuer, FESCO, the Guarantors, the Joint Bookrunners or the Trustee. The delivery of this Offering Memorandum at any time does not imply that the information contained in it is correct as at any time subsequent to its date. Neither the delivery of this Offering Memorandum nor the Offering, sale or delivery of any Notes shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Issuer, the Group (as defined herein) or the Guarantors since the date of this Offering Memorandum. None of the Issuer, FESCO, the Guarantors, the Joint Bookrunners, the Trustee or any of its or their respective representatives or affiliates makes any representation to any offeree or purchaser of the Notes offered hereby regarding the legality of an investment by such offeree or purchaser under applicable legal, investment or similar laws. Each investor should consult with its own advisers as to the legal, tax, business, financial and related aspects of the purchase of the Notes. Prospective purchasers must comply with all laws that apply to them in any place in which they buy, offer or sell any Notes or possess this Offering Memorandum. Any consents or approvals that are needed in order to purchase any Notes must be obtained. The Issuer, FESCO, the Guarantors, the Joint Bookrunners and the Trustee are not responsible for compliance with these legal requirements. The appropriate characterisation of the Notes under various legal investment restrictions, and thus the ability of investors subject to these restrictions to purchase the Notes, is subject to significant interpretative uncertainties. No representation or warranty is made as to whether, or the extent to which, the Notes constitute a legal investment for investors whose investment authority is subject to legal restrictions, and investors should consult their legal advisers regarding such matters. No prospective investor should consider any information in this Offering Memorandum to be investment, legal, tax or other advice. Any investment in the Notes does not have the status of a bank deposit and is not within the scope of the deposit protection scheme operated by the Central Bank of Ireland (the Central Bank ). The Issuer is not and will not be regulated by the Central Bank as a result of issuing the Notes. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should: (i) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Offering Memorandum or any applicable supplement; (ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; i

5 (iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes with principal or interest or settlement amount or entitlement payable in one or more currencies, or where the currency for payments of principal or interest or settlement amount or entitlement is different from the potential investor s currency; (iv) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. The Notes are complex financial instruments. Sophisticated institutional investors generally do not purchase complex financial instruments as stand-alone investments. They purchase complex financial instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. A potential investor should not invest in the Notes, which are complex financial instruments, unless it has the expertise (either alone or with a financial adviser) to evaluate how the Notes will perform under changing conditions, the resulting effects on the value of the Notes and the impact this investment will have on the potential investor s overall investment portfolio. In connection with the issue of the Notes, Goldman Sachs International (the Stabilising Manager ) (or any person acting on behalf of the Stabilising Manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilising Manager (or any person acting on behalf of the Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if commenced, may be discontinued at any time and must be brought to an end no later than the earlier of 30 days after the Issue Date of the Notes and 60 days after the date of the allotment of the Notes. The contents of the websites or any other documents of FESCO or of any of its consolidated subsidiaries (FESCO, together with its consolidated subsidiaries, the Group ) or the Guarantors do not form any part of this Offering Memorandum. No representation or warranty, express or implied, is made by the Joint Bookrunners, the Trustee or any of its or their affiliates or any person acting on their behalf as to the accuracy or completeness of the information set forth in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Each person receiving this Offering Memorandum acknowledges that such person has not relied on the Joint Bookrunners, the Trustee or any of its or their affiliates or any person acting on their behalf in connection with its investigation of the accuracy or completeness of such information or its investment decision. Each person contemplating making an investment in the Notes from time to time must make its own investigation and analysis of the creditworthiness of the Issuer, FESCO and the Guarantors and its own determination of the suitability of any such investment, with particular reference to its own investment objectives and experience, and any other factors which may be relevant to it in connection with such investment. NOTICE TO RESIDENTS OF THE RUSSIAN FEDERATION Information contained in this Offering Memorandum is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation, and does not constitute an advertisement or offering of any securities in the Russian Federation. The securities referenced in this Offering Memorandum have not been and will not be registered in the Russian Federation or admitted to public placement and/or public circulation in the Russian Federation and are not intended for placement or circulation in the Russian Federation except as permitted by Russian law. NOTICE TO UNITED KINGDOM RESIDENTS This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom or (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons ). The Notes are only available to, ii

6 and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. NOTICE TO UNITED STATES INVESTORS The Notes and the Note Guarantees have not been registered, approved or disapproved by the U.S. Securities and Exchange Commission (the SEC ), any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the Offering or the accuracy or the adequacy of this Offering Memorandum. Any representation to the contrary is a criminal offence in the United States. The Notes and the Note Guarantees have not and will not be registered under the Securities Act, and the Notes may be sold in the United States only to QIBs in reliance on Rule 144A who are also QPs. This Offering is being made in the United States in reliance upon an exemption from registration under the Securities Act for an offer and sale of the Notes which does not involve a public offering. In making your purchase, you will be deemed to have made certain acknowledgments, representations and agreements. See Plan of Distribution and Transfer Restrictions. This Offering Memorandum is being provided (1) to a limited number of investors in the United States that the Issuer reasonably believes to be QIBs as defined in Rule 144A that are QPs within the meaning of the Investment Company Act for informational use solely in connection with their consideration of the purchase of the Notes and (2) to investors outside the United States who are not U.S. persons and are not acting for the account or benefit of U.S. persons in connection with offshore transactions complying with Rule 903 or Rule 904 of Regulation S. Prospective purchasers are hereby notified that sellers of any Rule 144A Note may be relying upon the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. NOTICE TO NEW HAMPSHIRE RESIDENTS NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ( RSA 421-B ) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH. AVAILABLE INFORMATION So long as any Notes are outstanding and are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer will, during any period in which it is neither subject to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act ) nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restricted securities or to any prospective purchaser of such restricted securities designated by such holder or beneficial owner or to the Trustee for delivery to such holder, beneficial owner or prospective purchaser, in each case upon the request of such holder, beneficial owner, prospective purchaser or the Trustee, the information required to be provided by Rule 144A(d)(4) under the Securities Act. So long as any of the Note Guarantees are restricted securities within the meaning of Rule 144(a)(3) under the Securities Act, the respective Guarantor will, during any period in which it is neither subject to Section 13 or 15(d) of the Exchange Act nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of the Notes or to any prospective purchaser of the Notes designated by such holder or beneficial owner or to the Trustee for delivery to such holder, beneficial owner or prospective purchaser, in each case upon the request of such holder, beneficial iii

7 owner, prospective purchaser or the Trustee, the information required to be provided by Rule 144A(d)(4) under the Securities Act. REFERENCES Unless the context otherwise requires, references to we, us and our refer to the Group. References to the Sponsors refer to Summa Group and TPG, collectively. References to the Associates refer to Open Joint Stock Company TransContainer ( TransContainer ) and Closed Joint Stock Company Russkaya Troika ( Russkaya Troika ), collectively. iv

8 FORWARD-LOOKING STATEMENTS Certain statements in this Offering Memorandum are not historical facts and are forward looking within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. This Offering Memorandum contains certain forward-looking statements in various locations, including, without limitation, under the headings Overview, Risk Factors, Management s Discussion and Analysis of Financial Condition and Results of Operations and Business. We may from time to time make written or oral forward-looking statements in reports to our shareholders and in other communications. Examples of such forward-looking statements include, but are not limited to: statements of our plans, objectives or goals, including those related to products or services; statements of future economic performance; and statements of assumptions underlying such statements. Forward-looking statements that may be made by us from time to time (but that are not included in this Offering Memorandum) may also include projections or expectations of revenue, income (or loss), earnings (or loss) per share, dividends, capital structure or other financial items or ratios. Words such as believes, anticipates, expects, estimates, intends and plans and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements. These factors include: the prevailing global and domestic economic environment; inflation, interest rate and exchange rate fluctuations; our ability to finance our anticipated capital expenditures through the global capital markets, revenue from operations or otherwise; the effects of, and changes in, governmental policies, including those of the Government of the Russian Federation (the Government ); the effects of competition in the geographic and business areas in which we conduct operations; the effects of changes in laws, regulations, taxation or accounting standards or practices; our ability to maintain and increase market share for our products and control expenses; the condition of ageing infrastructure in Russia; our ability to successfully implement any of our business strategies; technological changes; the effects of international and domestic political events on our businesses; our success in identifying other risks to our business and managing the risks of the aforementioned factors; and those described in the part of this Offering Memorandum entitled Risk Factors, which should be read in conjunction with the other cautionary statements that are included in this Offering Memorandum. This list of important factors is not exhaustive. When relying on forward-looking statements, you should carefully consider the foregoing factors and other uncertainties and events, especially in light of the political, economic, social and legal environment in which we operate. Such forward-looking statements speak only as of the date on which they are made. Accordingly, we do not undertake any obligation to update or revise any of them, whether as a result of new information, future events or otherwise except as otherwise required by applicable law. We do not make any representation, warranty or prediction that the results or events anticipated by such forward-looking statements will be achieved or occur, and such forward-looking statements represent, in each case, only one of many possible scenarios and should not be viewed as the most likely or standard scenario. v

9 TABLE OF CONTENTS IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM... i FORWARD-LOOKING STATEMENTS... v PRESENTATION OF FINANCIAL AND OTHER INFORMATION... 1 CURRENCIES AND EXCHANGE RATES... 3 ENFORCEABILITY OF JUDGMENTS... 4 OVERVIEW... 6 OVERVIEW OF THE OFFERING RISK FACTORS USE OF PROCEEDS CAPITALISATION SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DESCRIPTION OF CERTAIN INDEBTEDNESS INDUSTRY BUSINESS DIRECTORS AND MANAGEMENT RELATED PARTY TRANSACTIONS SPONSORS AND PRINCIPAL SHAREHOLDERS DESCRIPTION OF THE ISSUER AND GUARANTORS TERMS AND CONDITIONS OF THE 2018 NOTES TERMS AND CONDITIONS OF THE 2020 NOTES SUMMARY OF THE PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM REGULATORY OVERVIEW TAXATION TRANSFER RESTRICTIONS PLAN OF DISTRIBUTION CLEARING AND SETTLEMENT CERTAIN U.S. EMPLOYEE BENEFIT PLAN CONSIDERATIONS LEGAL MATTERS AND INDEPENDENT AUDITORS GENERAL INFORMATION INDEX TO THE FINANCIAL STATEMENTS... F-1 vi

10 PRESENTATION OF FINANCIAL AND OTHER INFORMATION Presentation of Our Financial Information Our audited consolidated financial statements as of and for the years ended 31 December 2012 and 2011 (the 2012 Financial Statements ) and as of and for the years ended 31 December 2011 and 2010 (the 2011 Financial Statements, and together with the 2012 Financial Statements, the Financial Statements ) have been prepared in accordance with International Financial Reporting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). The Financial Statements are included in this Offering Memorandum on pages F-2 through F-110. The U.S. Dollar (as defined herein) is the presentation currency for the Financial Statements. Financial figures in the Offering Memorandum are shown in millions of U.S. Dollars and rounded to the nearest million (unless otherwise indicated). We include information in this Offering Memorandum regarding our Adjusted Revenue, EBITDA, Adjusted EBITDA, Pro Forma Cash and Cash Equivalents, Pro Forma Adjusted Net Interest-Bearing Debt, Pro Forma Adjusted Gross Interest-Bearing Debt, Pro Forma Adjusted Interest Expense and Adjusted Net Assets, which are not financial measures specifically defined under IFRS. See Selected Consolidated Financial and Other Data Other Financial Data (non-ifrs). These measures are unaudited, may not be comparable to other similarly titled measures of other companies and are not measurements under IFRS or other generally accepted accounting principles, and they should not be considered in isolation from, or as substitutes for, the information contained in the Financial Statements. For a reconciliation of Adjusted Revenue to revenue, and EBITDA and Adjusted EBITDA to net income, see Selected Consolidated Financial and Other Data. Presentation of Financial Information on the Issuer and Guarantors The Issuer is a special purpose vehicle established for the purpose of raising capital through the issuance of debt securities. Because it was incorporated on 4 April 2013, it has not yet prepared any financial statements, and no financial statements of the Issuer are included in this Offering Memorandum. In addition, no separate financial statements of any of the Guarantors are included in this Offering Memorandum. The Financial Statements include both Subsidiary Guarantors and non-guarantor subsidiaries (the Non-Guarantor Subsidiaries ). The Subsidiary Guarantors include the Partially-Owned Subsidiary Guarantors, which consist of the Port of Vladivostok, upon accession, in which FESCO directly and indirectly owns % of the shares, and TEK MetizTrans, in which FESCO indirectly owns 99.99% of the shares. The Subsidiary Guarantors (excluding VMTP) together generated EBITDA of U.S.$257 million, representing 104% of the Group s total consolidated EBITDA for the year ended 31 December 2012 and had net assets of U.S.$631 million, representing 41% of the Group s total consolidated net assets as at 31 December The Non-Guarantor Subsidiaries of FESCO (including, for this purpose, VMTP) together generated EBITDA of U.S.$35 million for the year ended 31 December 2012, representing 14.2% of the Group s total consolidated EBITDA, and had net assets of U.S.$834 million, representing 54% of the Group s total consolidated net assets as at 31 December The Subsidiary Guarantors (including VMTP) together generated EBITDA of U.S.$283 million, representing 115% of the Group s total consolidated EBITDA for the year ended 31 December 2012 and had net assets of U.S.$880 million, representing 57% of the Group s total consolidated net assets as at 31 December The Non-Guarantor Subsidiaries of FESCO (excluding, for this purpose, VMTP) together generated EBITDA of U.S.$9 million for the year ended 31 December 2012, representing 4% of the Group s total consolidated EBITDA, and had net assets of U.S.$585 million, representing 38% of the Group s total consolidated net assets as at 31 December There are no Subsidiary Guarantors which individually comprised greater than 20% of the EBITDA or net assets of the Group as of and for the year ended 31 December 2012, except the following: Limited Liability Company Firm Transgarant ( Transgarant ), which accounted for U.S.$105 million, or 42%, of the Group s EBITDA in 2012 and U.S.$286 million, or 19%, of the Group s net assets as of 31 December 2012; and 1

11 Closed Joint Stock Company Vladivostok Container Terminal ( VKT ), which accounted for U.S.$60 million, or 24%, of the Group s EBITDA in 2012 and U.S.$205 million, or 13%, of the Group s net assets as of 31 December Because FESCO itself is not an obligor on the Notes and its Non-Guarantor Subsidiaries (excluding, for this purpose, VMTP) represent approximately 38% of our total consolidated net assets, the Financial Statements may be of limited use in assessing the financial position and results of the obligors of the Notes. Information Derived from Third Parties We have obtained certain statistical and market information that is presented in this Offering Memorandum on such topics as the Russian economy in general and related subjects from publicly available data (such as information contained on official websites and in publications of the Government and various state agencies of the Russian Federation and its constituent entities or mass media sources). Operational and financial data with respect to our Associates were obtained from the public disclosures of TransContainer and Russkaya Troika, respectively. We also include certain market data derived from reports prepared by Morcenter and INFOLine. We confirm that such information has been accurately reproduced and that, so far as we are aware and are able to ascertain from information published by such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading. Rounding Certain figures in this Offering Memorandum have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shows as totals in certain tables may not be an arithmetic aggregation of the figures that precede them. Currency In this Offering Memorandum: RUB or Rouble means the lawful currency of the Russian Federation; U.S. Dollar, USD or U.S.$ means the lawful currency of the United States; and EUR, Euro or g means the lawful currency of the EU. Contact Information FESCO is an open joint stock company incorporated under the laws of the Russian Federation. We are registered in the Unified State Register of Legal Entities under principal state registration number Our registered office is located at Serebryanicheskaya Naberezhnaya, 29, business centre Serebryaniy gorod, 2 nd floor, Moscow, Russia. The telephone number of our registered office is +7 (495) Our Internet address is 2

12 CURRENCIES AND EXCHANGE RATES The following tables show, for the periods indicated, certain information regarding the exchange rate between the Rouble and the U.S. Dollar, based on the official exchange rate quoted by the Central Bank of Russia (the CBR ). These rates may differ from the actual rates used in the preparation of the Financial Statements and other financial information appearing in this Offering Memorandum. Roubles per U.S. Dollar Period High Low average (1) Period End Year Month April 2013 (through 22 April 2013) March February January (1) The average rates are calculated as the average of the daily exchange rates on each business day (which rate is announced by the CBR for each such business day) and on each non-business day (which rate is equal to the exchange rate on the previous business day). The exchange rate between the Rouble and the U.S. Dollar on 22 April 2013 was Roubles per U.S.$1.00. The Rouble is generally not convertible outside Russia. A market exists within Russia for the conversion of Roubles into other currencies, but the limited availability of other currencies may tend to distort their values relative to the Rouble. See Risk Factors Risks Relating to Our Business and Industry General Risks We face foreign exchange and inflation risks. 3

13 ENFORCEABILITY OF JUDGMENTS The Issuer s, FESCO s and Guarantors presence outside the United Kingdom and the United States may limit your legal recourse against the Issuer, FESCO and Guarantors. The Issuer is a company incorporated as a société anonyme under the laws of Luxembourg, FESCO is an open joint stock company incorporated under the laws of the Russian Federation and the Guarantors are incorporated under the laws of Russia, Ukraine or Cyprus. Substantially all of the Issuer s, FESCO s and Guarantors directors and executive officers named in this Offering Memorandum reside outside the United Kingdom and the United States. All or a substantial portion of FESCO s and the Guarantors assets and the assets of FESCO s and Guarantors officers and directors are located mainly in Russia, Ukraine or Cyprus. As a result, it may not be possible for you to: effect service of process within the United States or the United Kingdom upon the Issuer, FESCO or Guarantors or any of the Issuer s, FESCO s or Guarantors directors or executive officers named in this Offering Memorandum; or enforce, in the U.S. or English courts, judgments obtained outside the U.S. or English courts against the Issuer, FESCO or Guarantors or any of the Issuer s, FESCO s or Guarantors directors and executive officers named in this Offering Memorandum in any action, including actions under the civil liability provisions of the U.S. securities laws or any state or territory of the United States. In addition, it may be difficult for you to enforce, in original actions brought in courts in jurisdictions located outside the United States or the United Kingdom, liabilities predicated upon the U.S. securities laws or upon English laws. Judgments rendered by a court in any jurisdiction outside the Russian Federation will be generally recognised by courts in the Russian Federation if an international treaty providing for the recognition and enforcement of judgments in civil cases exists between the Russian Federation and the country where the judgment is rendered and/or a federal law is adopted in the Russian Federation that provides for the recognition and enforcement of foreign court judgments. No such treaty for the reciprocal enforcement of foreign court judgments in civil and commercial matters exists between the Russian Federation and certain jurisdictions (including the United Kingdom and the United States), and no relevant federal law on enforcement of foreign court judgments has been adopted in the Russian Federation. In the absence of an applicable treaty, enforcement of a final judgment rendered by a foreign court may still be recognised by a Russian court on the basis of reciprocity, if courts of the country where the foreign judgment is rendered have previously enforced judgments issued by Russian courts. While Russian courts have recently recognised and enforced English court judgments on these grounds, the existence of reciprocity must be established at the time the recognition and enforcement of a foreign judgment is sought, and it is not possible to predict whether a Russian court will in the future recognise and enforce on the basis of reciprocity a judgment issued by a foreign court, including an English court. Even if an applicable international treaty is in effect or a foreign judgment might otherwise be recognised and enforced on the basis of reciprocity, the recognition and enforcement of a foreign judgment will in all events be subject to exceptions and limitations provided for in Russian law. For example, a Russian court may refuse to recognise or enforce a foreign judgment if its recognition or enforcement would contradict Russian public policy. The Notes, the Trust Deeds, the Guarantees and the Paying Agency Agreements (as defined herein) each provide that any non-contractual obligations arising out of or in connection with them will be governed by English law and will provide for disputes, controversies and causes of action brought by any party thereto to be settled by arbitration in accordance with the rules of the LCIA (formerly the London Court of International Arbitration) (the LCIA Rules ). The place of such arbitration shall be London, England. The Russian Federation and the United Kingdom are parties to the United Nations (New York) Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention ). Consequently, Russian courts should generally recognise and enforce in the Russian Federation an arbitral award from an arbitral tribunal in the United Kingdom on the basis of the rules of the New York Convention (subject to qualifications provided for in the New York Convention and compliance with Russian procedural regulations and other procedures and requirements established by Russian legislation). 4

14 The Arbitrazh Procedural Code of the Russian Federation (the Arbitrazh Procedural Code ) sets out the procedure for the recognition and enforcement of foreign arbitral awards by Russian courts. The Arbitrazh Procedural Code also contains an exhaustive list of grounds for the refusal of recognition and enforcement of foreign arbitral awards by Russian courts, which grounds are broadly similar to those provided by the New York Convention. The Arbitrazh Procedural Code and other Russian procedural legislation could change, and other grounds for Russian courts to refuse the recognition and enforcement of foreign courts judgments and foreign arbitral awards could arise in the future. In practice, reliance upon international treaties may meet with resistance or a lack of understanding on the part of a Russian court or other officials, thereby introducing delay and unpredictability into the process of enforcing any foreign judgment or any foreign arbitral award in the Russian Federation. Furthermore, any arbitral award pursuant to arbitration proceedings in accordance with the LCIA Rules and the application of English law to the relevant documents and any non-contractual obligations arising out of or in connection with them may be limited by the mandatory provisions of Russian laws relating to the exclusive jurisdiction of Russian courts and the application of Russian laws with respect to bankruptcy, winding up or liquidation of Russian companies. All above considerations regarding the enforceability of foreign court judgments in the Russian Federation essentially also apply to enforceability of the same in Ukraine. For description of the risks relating to your ability to enforce court judgments against the Issuer, FESCO or Guarantors or any of their directors and executive officers, see Risk Factors Risks Relating to Russia The difficulty of enforcing court decisions and the discretion of state authorities in enforcing claims could prevent investors in the Notes from obtaining effective redress in court proceedings. 5