COOPERATION WITH AN OVERSEAS ISSUER OF BONDS

COOPERATION WITH AN OVERSEAS ISSUER OF BONDS

NSD PROVIDES THE FOLLOWING SERVICES TO ISSUERS: 1. As an central securities depository NSD: - Opens and maintains Issuer s account*; - Provides centralized safekeeping of global certificates of bonds; - Supports exchange floatation and OTC placement of bond issues, including settlement on DVP basis; - Transfers payments (coupon; nominal value) from Issuer to the deponents; - Makes bondholders lists for Issuer on any specified date. 2. As the National Numbering Agency NSD assigns ISIN and CFI codes to securities of Russian and Overseas Issuers. * According to the Law bonds purchased by Issuer should be accounted on a special Treasury depo account. 2

Bonds of Overseas Issuers can be allowed for circulation in Russia in case both of these conditions are met: 1. ISIN and CFI codes are assigned to bonds; 2. Bonds are qualified as securities according to the rules of the Central Bank. Bonds of Overseas Issuers can be allowed for floatation in Russia if: 1. Prospectus of bonds was registered by the Central Bank; 2. Depository agreement was concluded between the Issuer and the NSD; 3. In case bonds were issued in documentary form the centralized safekeeping of certificates should be provided by Russian depository* * Exception - as otherwise provided by the personal law of the Issuer. No practice. 3

POINTS OF COOPERATION BETWEEN AN OVERSEAS ISSUER AND NSD DURING THE FLOATATION OF THE BONDS IN RUSSIA: 1. NSD opens an Issuer s account; 2. Issuer submits to NSD a complete set of documents needed for floatation; 3. Issuer deposits the global certificate of bonds with NSD; 4. Service payment to NSD made after depositing the global certificate; 5. Issuer notifies NSD about termination of the bond floatation. 4

WAYS OF PLACEMENT OF OVERSEAS ISSUER`S BONDS: Exchange placement (on DVP basis) Currency: RUR; USD; EUR OTC placement (on a free of payment or DVP basis) Currency : RUR; USD; EUR 5

National Clearing Centre SCHEME OF ON-EXCHANGE PLACEMENT 1. Issuer submits documents needed for placement and deposits the global certificate of bonds with NSD; ISSUER 2 UNDERWRITER 2. Issuer authorizes an Underwriter to offer the bonds on the Stock Exchange on behalf of the Issuer; 1 4 3. NSD gives information about the quantity of bonds in the Issuer s account and about the amount of money in the Trader s cash account; 4. Underwriter offers the bonds on the Stock Exchange; 5. Trader gives an order to buy bonds in the Stock Exchange; NSD 3 6 STOCK EXCHANGE 6. The Stock Exchange gives information on trading participants net obligations and claims for transfer bonds from the Issuer account to the Investor securities account and money from the Trader cash account to the Underwriter cash account; 7 5 7. NSD transfers bonds to the Investor securities account in accordance with the order by the Stock Exchange. INVESTOR TRADER 6

SCHEME OF OTC PLACEMENT (FOP) 1. Issuer submits documents needed for placement and deposits the global certificate of bonds with NSD; Gives an order to transfer bonds to the Investor securities account; ISSUER 1 2. NSD transfers bonds to the Investor s securities account in accordance with the Issuer`s order. NSD 2 INVESTOR 7

SCHEME OF OTC PLACEMENT (DVP) 1. Issuer submits documents needed for placement and deposits the global certificate of bonds with NSD; Gives an order to transfer bonds to the Investor securities account (form MF170); ISSUER 1 2. Investor submits the following documents to NSD: Order to transfer bonds to the Investor s securities account (form MF170). Payment order to send a remittance from the cash account* at NSD to the cash account of the Issuer at NSD. 3. NSD performs the following actions: Verifies orders of the Issuer and the Investor and the payment order of Investor; Fulfils the transfer of bonds from Issuer to the Investor s securities account in accordance with the Issuer s order; Transmits money from the cash account of the Investor to the cash account of the Issuer. NSD 2 3 INVESTOR * Account of Nominee (any representative) in NSD can be used 8

PAYMENT PROCEDURES AND SCHEME OF PAYMENTS FOR BONDS WITH MANDATORY CENTRALIZED SAFEKEEPING: ISSUER For securities with mandatory centralized safekeeping in NSD all payments are made through Depositories where a holder s depo account is opened. INVESTOR NSD NOMINEE INVESTOR NOMINEE 9

CONTACTS Cooperation with Issuers Department: Tel.: +7 (495) 232-05-27; E-mail: bonds@nsd.ru; Web-sites: www.nsd.ru, www.isin.ru; Address: 12, Spartakovskaya St., Moscow, 105066, Russia.

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DISCLAIMER This presentation has been prepared and issued by NSD (the Company ). Unless otherwise stated, the Company is the source for all data contained in this document. Such data is provided as at the date of this document and is subject to change without notice This document does not constitute or form part of, and should not be construed as, an offer or invitation for the sale or subscription of, or a solicitation of any offer to buy or subscribe for, any securities, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any offer, contract, commitment or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company The information in this document has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information or opinions contained herein. None of the Company, or any of its subsidiaries or affiliates or any of such person's directors, officers or employees, advisers or other representatives, accepts any liability whatsoever (whether in negligence or otherwise) arising, directly or indirectly, from the use of this document or otherwise arising in connection therewith This presentation includes forward-looking statements. All statements other than statements of historical fact included in this presentation, including, without limitation, those regarding our financial position, business strategy, management plans and objectives for future operations are forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, achievements or industry results to be materially different from those expressed or implied by these forward-looking statements. These forward-looking statements are based on numerous assumptions regarding our present and future business strategies and the environment in which we expect to operate in the future. Important factors that could cause our actual results, performance, achievements or industry results to differ materially from those in the forward-looking statements include, among other factors: Perception of market services offered by the Company and its subsidiaries Volatility (a) of the Russian economy and the securities market and (b) sectors with a high level of competition that the Company and its subsidiaries operate Changes in (a) domestic and international legislation and tax regulation and (b) state policies related to financial markets and securities markets Competition increase from new players on the Russian market The ability to keep pace with rapid changes in science and technology environment, including the ability to use advanced features that are popular with the Company's and its subsidiaries' customers The ability to maintain continuity of the process of introduction of new competitive products and services, while keeping the competitiveness The ability to attract new customers on the domestic market and in foreign jurisdictions The ability to increase the offer of products in foreign jurisdictions Forward-looking statements speak only as of the date of this presentation and we expressly disclaim any obligation or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation as a result of any change in our expectations or any change in events, conditions or circumstances on which these forward-looking statements are based