Law and regulation of private placement of common stock in Russia

• Offering to the public.
• Other placements which do not fall under the prospectus exemptions.

Offer to the public

• the securities (shares or bonds) are offered exclusively to Qualified Investors 1  or investors holding pre-emptive rights;
• the securities are offered to the existing shareholders only;
• the securities offered to an identified group consisting of less than 150 persons (not counting Qualified Investors and persons holding the pre-emptive rights);
• the aggregate amount of funds raised by an issuer within one calendar year does not exceed RUB 1bn (approx. EUR 14m); and
• the amount to be paid by each potential purchaser (excluding persons holding pre-emptive rights) is not less than RUB 1.4m (approx. EUR 20,000).

Yes.

Shares for non-Qualified Investors

• Yes

Shares for Qualified Investors

• Yes, if an investor is eligible as a Qualified Investor for the particular type of security. An individual may be qualified as a Qualified Investor if his/her portfolio exceeds RUB 6m (approx. EUR 85,000) or if he/she complies with certain trading experience and/or educational requirements.
• Please note that all securities issued by foreign (non- Russian) issuers are treated as securities for Qualified Investors.

Subject to complying with the prospectus requirements unless an individual can be regarded as Qualified Investor (see above).

Yes, subject to complying with requirements referred to in paragraphs 2 and 3 above.

Yes, subject to complying with requirements referred to in paragraphs 2 and 3 above.

No.