APPROVED BY: General Meeting of Shareholders SOLLERS OJSC Protocol # __ dated __ May 2014

PRE-APPROVED BY: Board of Directors SOLLERS OJSC Protocol #2014-04-07 dated 7 April 2014

ANNUAL REPORT OF SOLLERS OJSC based on the results of the work in 2013

General Director SOLLERS OJSC

______V.A. Shvetsov

Chief Accountant of SOLLERS OJSC

______A.V. Bozhko

1. The Open Joint-Stock Company in the Industry

Sollers is a leading Russian automobile company, operating in partnership with the leaders of the world , such as Ford, SsangYong, Toyota, and Isuzu. Since its foundation in 2002 Sollers aims to create first-class solutions for clients in all matters relating to vehicles. Over the years Sollers has managed to achieve a leading position in the Russian automotive market, to bring more than fifteen new products to the market, to create production facilities together with its partners with potential to manufacture more than 550,000 cars a year and become one of the most efficient companies in the industry. Since its inception Sollers successfully uses the strategy of partnerships, which is focused on achieving synergies by combining the core competencies of partners into a single, comprehensive mechanism to jointly provide optimal market supply of quality products and services. The success of joint ventures depends on the complementarity of competences of partners, and the interaction, built on trust and shared values allow you to save cooperation for many years. Knowledge of the specifics of the Russian market, a unique combination of product lines, broad customer base and financial stability make Sollers most attractive player to create partnerships with global OEMs. Within the framework of global cooperation Sollers boosts benefits to shareholders and business partners by developing its core competencies, such as the exclusive knowledge of the Russian car market, effective logistics and infrastructure advantages and expertise in the manufacturing sector. Optimum structure of funding Sollers’ new projects is the key to the company's sustainable financial position. The unique combination of product lines and brands meets the tastes and needs of the majority of customers, but also allows the company to be present in a wide range of segments and several price categories. Within the Sollers group production of automotive components and engines is carried, that caters to the domestic needs of the group, and also opens up prospects for localization and creation of autocomponent cluster given the increased demand for local Russian auto spare parts within the new development strategy of the industry up to 2020. As of 31 December 2013, SOLLERS OJSC owns, directly or indirectly, controlling shares in the authorized capitals of several ventures in automotive industry, located on the territory of the Russian Federation (UAZ OJSC and ZMZ OJSC), a number of importers and distributors of vehicles (SsangYong DC LLC and UAZ DC LLC). In addition, the Company owns (directly and through its subsidiaries) 50% of the shares in joint ventures (JV): Ford-Sollers, SOLLERS-FINANCE LLC, a leasing company, Sollers-Isuzu JSC, Mazda- Sollers JV, and Sollers-Bussan LLC.

2. Priority directions of the Company’s activities; The priority of Sollers is development of branched industrial holding company that performs manufacturing, assembly and sale of vehicles (passenger cars and commercial vehicles). Sollers’ holding consists of a set of business units located in different regions of . As of December 31, 2013: 1) SOLLERS OJSC owns 69.91% in the authorized capital of UAZ OJSC. UAZ OJSC is a Russian manufacturer of 4 x 4 vehicles: modern SUVs under the brand UAZ, vans, minivans and multipurpose vehicles. The current UAZ range covers the 3 main directions: commercial product line - passenger, cargo and special vehicles on their basis, classic car product line - UAZ Hunter SUVs and special vehicles on their basis, passenger car product line - UAZ Patriot SUVs. 2) SOLLERS OJSC indirectly owns 82.1% in the authorized capital of ZMZ OJSC. ZMZ OJSC - the largest Russian manufacturer of engines with a displacement of more than 2 liters for E-class cars, SUVs, small trucks and buses. ZMZ OJSC and its subsidiaries also produce steel and aluminum tape, metal cutting tools and non-ferrous castings of high complexity. Products by ZMZ are known in 40 countries around the world. More than 50% of the company’s products are supplied to UAZ OJSC. A significant sales share goes to PAZ OJSC. 3) SOLLERS OJSC and its affiliates own 50% in Ford-Sollers JV. Ford-Sollers JV - a joint venture with Ford Motor Company for production and distribution of passenger cars and light commercial vehicles under the brand Ford on the territory of the Russian Federation. The joint venture's assets are located in the Republic of Tatarstan and the Leningrad region. The total annual production capacity of the three plants - members of the joint venture is 350,000 vehicles. 4) SOLLERS OJSC owns 50% participation interest in SOLLERS-FINANCE LLC. SOLLERS-FINANCE LLC - a leasing company, engaged in financing for buyers of commercial vehicles (joint project with Sovkombank). 5) SOLLERS OJSC owns 50% shares in SOLLERS-ISUZU CJSC. SOLLERS-ISUZU CJSC - the company is engaged in production and distribution of light trucks Isuzu, as well as in distribution of medium and heavy trucks Isuzu. 6) SOLLERS OJSC indirectly owns 50% participation interest in MAZDA SOLLERS Manufacturing Rus LLC. MAZDA SOLLERS Manufacturing Rus LLC - a project with Mazda on production of SUVs and D- class cars, located in Vladivostok with the production capacity of up to 60,000 vehicles a year. 7) SOLLERS OJSC owns 50% participation interest in SOLLERS-BUSSAN LLC. SOLLERS-BUSSAN LLC - a joint venture with Mitsui to produce SUVs - Toyota Land Cruiser Prado - under the agreement with Toyota Motor Company. Due to the fact that the ultimate objective of SOLLERS Group of Companies is to provide a full range of services in the automotive industry - from production of cars to their sales and servicing - the development trends in this area are directly related to the trends of the automotive industry in general and can be illustrated on the basis of an analysis of the automobile market development in Russia.

Analysis of the development trends in the area of the Company’s main activities:

Based on the results of 2013, sales of passenger cars in Russia decreased by 6% against 2012, sales of light commercial vehicles - by 47%, which was the consequence of an economic slowdown and a reflection of the economic crisis, including the devaluation of the ruble against the dollar and euro. The companies of SOLLERS Group (excluding the sales by the joint ventures) have managed to keep its market share of SUVs accounted for 7%, and for light commercial vehicles - 15%.

Analysis of the factors and conditions that affect the Issuer's activities

Negative factors that can influence the growth of sales of Russian brands, including the Issuer's subsidiaries, include: 1) reduction of price benefits of Russian manufacturers through a substantial increase in price for spare parts, electricity, transport tariffs (the Issuer undertakes the activities to reduce such costs at its plants); 2) increased competition from Western brands, which localize their production in Russia; 3) possible crisis in the world and Russian economies (rising oil prices, depreciation of the ruble to the dollar), which may lead to a lower demand in 2014. Factors that have a positive impact on the Company are as follows: 1) outdated vehicle fleet in Russia that requires updating; 2) a low level of motorization in Russia; 3) growth in auto loans and car leasing; 4) rising consumer demand as a result of population growth.

To overcome the negative trends, use the effect of positive factors and maintain its market share, SOLLERS OJSC has developed and consistently implemented the development strategy for its subsidiaries (Section of the Code of Corporate Governance). The Issuer’s management evaluates the results of the activities by its subsidiaries in the past 5 years, as positive and believes that they are fully in line with the development trends of the automotive industry in Russia. Competitors of the Issuer: Competitors of SsangYong Rexton: Kia Sorento, Pathfinder, Mitsubishi Pajero Sport Competitors of SsangYong Kyron: Nissan X-Trail, Classic, Kia Sportage, Hyundai ix35, Suzuki Grand Vitara Competitors of SsangYong New Actyon: Hyundai ix35, Kia Sportage, Nissan Quashkai, Mitsubishi ASX Competitors of SsangYong Actyon Sports: Mazda BT-50, Ford Ranger, Mitsubishi L200 Competitors of UAZ Patriot: Chevrolet Niva, Great Wall SUV G5, Great Wall Hover, TagAZ Tager Competitors of the old cars and UAZ Hunter: 4 x 4 (VAZ-21214, VAZ-2131). Competitors of UAZ Pickup: Great Wall Sailor, Great Wall Wingle, TagAZ RoadPartner Main competitors of UAZ in Class LCV & MPV (commercial vehicle segment): GAZ Gazelle; GAS Sable. Main competitiveness factors: Two-three years ago, the most important factors when buying a car were related to the price of it, currently, consumers pay more attention to product quality. Also, the top three factors, taken into consideration when choosing a car, include reliability and safety (according to a survey by Comcon). Vehicles, made and sold by SOLLERS, meet all these criteria. According to the Company’s managing bodies, the development trends of SOLLERS OJSC correspond to the industry trends.

3. Report of the Board of Directors of SOLLERS OJSC on the results of the Company’s development within the priority directions of its activities in 2013. The Board of Directors assesses the results of the development of the Company’s development within the priority directions of its activities in 2013 as successful. During this period, SOLLERS OJSC was able to extend the Company’s operations and ended the year with the profit of 1 786 mln. RUR. The Company's net assets value as of 31.12.2013 amounted to 6 016 mln. RUR, the accumulated balance of retained earnings – 2 399 mln. RUR. Summing up the work of the Board of Directors of SOLLERS OJSC in 2013, it may be noted that the most important decisions, significantly affecting the Company’s activities during the year under review, were as follows: 1. Approved - the transaction with interest - the contract on pledge of the 99.96% share in the authorized capital of SsangYong DC LLC (OGRN 1091674001693), concluded between SOLLERS OJSC and the State Corporation - Bank for Development and Foreign Economic Affairs (Vnesheconombank) to ensure performance of its obligations by SOLLERS-Far East LLC under the agreement dated December 21, 2011 #200600/33 on the conditions of opening of letters of credits between Vnesheconombank and SOLLERS-Far East LLC. 2. Approved - the contract on subsequent pledge of the 99.96% share in the authorized capital of SsangYong DC LLC (OGRN 1091674001693), with the nominal value of 26,089,000 RUR, the market value of 600,374,000 RUR, concluded between SOLLERS OJSC and the State Corporation - Bank for Development and Foreign Economic Affairs (Vnesheconombank) to ensure performance of its obligations by MAZDA SOLLERS Manufacturing Rus LLC, which is the Beneficiary of the transaction, approved by the agreement on February 1, 2013 #200600/54 on the conditions of opening of letters of credits between Vnesheconombank and MAZDA SOLLERS Manufacturing Rus LLC. 3. The Board of Directors approved the purchase by SOLLERS OJSC of 50% extra ordinary registered uncertified shares of SOLLERS-ISUZU CJSC (OGRN 1071674002432) in the amount of 1,000,000 pieces with the nominal value of 100 RUR each, with the total nominal value and market value of 100,000,000 RUR, placed by SOLLERS-ISUZU CJSC by private subscription to all existing shareholders of SOLLERS-ISUZU CJSC, as the transaction, in which there is interest. 4. Approved - investments in the authorized capital of Sollers Sunrise Holding LLC (OGRN 1111674000613, the previous name - Autocomponent: bumpers and exterior elements) of 50% shares of MAZDA SOLLERS Manufacturing Rus LLC (OGRN 1117746345958). 5. Approved - the transaction with interest - the contract on pledge of the 100% shares in the authorized capital of SOLLERS-Far East LLC (OGRN 1092536004065) with the nominal value of 10,000 RUR, the market value of 1,590,000,000 RUR, which is the price of approved transaction, concluded between SOLLERS OJSC and the State Corporation - Bank for Development and Foreign Economic Affairs (Vnesheconombank) to ensure performance of its obligations by SOLLERS-Far East LLC under the agreement dated December 21, 2011 #200600/33 on the conditions of opening of letters of credits between Vnesheconombank and SOLLERS-Far East LLC, as the transaction, in which there is interest. 6. Approved - the contract on subsequent pledge of the 100% share in the authorized capital of SOLLERS-Far East LLC (OGRN 1092536004065) with the nominal value of 10,000 RUR, the market value of 1,590,000,000 RUR, which is the price of approved transaction, concluded between SOLLERS OJSC and the State Corporation - Bank for Development and Foreign Economic Affairs (Vnesheconombank) to ensure performance of its obligations by MAZDA SOLLERS Manufacturing Rus LLC, which is the Beneficiary of the transaction, approved by the agreement on February 1, 2013 #200600/54 on the conditions of opening of letters of credits between Vnesheconombank and MAZDA SOLLERS Manufacturing Rus LLC, as the transaction, in which there is interest”. 7. The Board of Directors approved three major transactions - the loan agreements with VTB Bank OJSC with the debt limits up to 2,5 bln RUR and up to 2,45 bln RUR, respectively. 8. The Board of Directors approved the change in the decision on placement of exchange bonds of SOLLERS OJSC, series BO-01, adopted on July 29, 2008 by the Board of Directors (Protocol # 05-08 of July 29, 2008), amended by the decision of the Board of Directors of SOLLERS OJSC, made on March 17, 2010. 9. Decisions, related to approval of the composition of the committees under the Board of Directors (Audit, Strategy, HR and Remuneration, Nomination and Corporate Governance Committees.

The Federal Law “On joint-stock companies” stipulates that the Board of Directors plays the most important role in ensuring the rights of shareholders, in creation and implementation of a strategy for the Company’s development, as well as in ensuring its success. All the activities of the Board of Directors in the year under review remain transparent to shareholders, because all minutes of the meetings of the Board of Directors are available to any shareholder of the Company on their request. In addition, all decisions of the Board of Directors shall be published on the Issuer's website and in the news from leading information agencies. The Board’s activities were organized in accordance with the approved work plan, follow-up was regularly monitored. There are no unexecuted decisions during the period under review. Assessing the work of the Members of the Board of Directors, one would like to point out that all of them, in the exercise of their rights and duties, were acting in the Company’s interest, reasonably and in good faith, participated in all meetings, which took place with 100% attendance. In the following years, the Board of Directors will focus on improving the quality of corporate governance, improving the Company’s profitability, as well as developing sustainable, secure and competitive policies on major markets (products and services).

4. Information about the volume of each type of energy resources, consumed by the Company in the year under review (atomic energy, thermal energy, electric energy, electromagnetic energy, oil, gasoline, diesel fuel, fuel oil, natural gas, coal, oil shale, peat, etc.) in kind and in cash; There are no corresponding data for the Company:

Type of energy resource Consumption volume in physical Unit Volume Consumption terms of volume in consumption, physical terms, thous. thous. nuclear energy - - - thermal energy - - - Electrical energy - - - Electromagnetic energy - - - oil - - - motor gasoline - - - diesel - - - Fuel oil - - - Natural gas - - - coal - - - shale oil - - - peat - - - Other: ------

5) development prospects of the Joint-Stock Company;

The Issuer receives income from sale of its services (including management) and financial investments. The Company supervises creating and implementing of the development strategy of its subsidiaries and affiliates; improving of management of the subsidiaries and dependent companies. The Issuer's strategy aims at increasing sales of imported cars, as well as Russian and foreign car brands, produced on the territory of Russia in cooperation with foreign partners. The main strategic development direction of SOLLERS Group of Companies - creating a customer- oriented company, offering a full package of services associated with cars, from a modification of a car under the customer’s needs to provide the most comfortable form of owning a car. The Company’s strategy is implemented through partnership with foreign OEMs in the most promising segments of the Russian automotive market, including commercial vehicles, off-road vehicles and light passenger vehicles, as well as development of a dealer network and providing different kinds of services to clients. Implementation of the mentioned strategy would allow SOLLERS Group of Companies to become one of the leaders in the Russian market of off-road vehicles and one of the leading manufacturers in the commercial vehicles segment, embracing the opportunities offered by the market in full. The main purpose of SOLLERS OJSC is the Company’s capitalization. SOLLERS OJSC will work towards increasing and improving of the consolidated indicators of the Company. The main tasks of SOLLERS OJSC will be to increase the profitability of its subsidiaries.

6) report on payment of declared (assessed) dividends on shares of the Joint-Stock Company; At the annual general meeting of shareholders of SOLLERS OJSC for 2012, held on 16.05.2013 (Protocol #1 dated 16.05.2013), it was decided to pay the Company’s shareholders the annual dividends for 2012 in the amount of 52 (fifty two) RUR 52 (fifty two) kopecks per ordinary share. Dividends are to be paid in the monetary form to the shareholders’ bank accounts at their bank details, specified in the form by a registered party or submitted by shareholders to the Company. Amount of declared dividends collectively for all shares of this category (type): 1,799,868,750 RUR.

Total amount of dividends, paid based on the results of 2012 as of 31.12.2013 made up 1,749,645,524 RUR. Source of payments of declared dividends: retained profit for previous years. Proportion of declared dividends in the net profit for the reporting year: 37.48 % Time limit for payment of declared dividends on shares of the Issuer: 60 days from the date of the decision on payment - up to 15.07.2013.

7) description of the main risks associated with the activities of the Joint-Stock Company; The Issuer's policy in risk management: In its current operations, decision making, policy development and review, acceptance and management of investment projects the Issuer applies different ways of responding to risks. The priority risk management method, in the Issuer's view, is to reduce a risk by lowering the impact and/or probability of its appearance. Such measures are intended to prevent / reduce the possibility of damage from the identified risks in order to improve economic performance and enhance the reliability of financial reporting, the optimal allocation of capital based on the relationship of risk and return, the satisfaction of regulatory requirements for the disclosure of relevant information. Issuer takes all possible measures to mitigate the impact of adverse changes in their occurrence. The following list of risk factors is not exhaustive but merely reflects the Issuer’s view and its own estimates. Industry risks The Issuer owns, directly or indirectly, the controlling share stock/shares in the authorized capitals of several automobile plants, located on the territory of the Russian Federation (UAZ OJSC, ZMZ OJSC), a number of importers and distributors of vehicles (SsangYong DC LLC, UAZ DC LLC). Also, as mentioned the above the Company holds (directly or indirectly) 50% of the shares in joint ventures (JV): Ford-Sollers, SOLLERS-FINANCE LLC, a leasing company, Sollers-Isuzu JSC, Mazda-Sollers JV, and Sollers-Bussan LLC. As the Issuer carries out the main economic activities on the territory of the Russian Federation, it has risks, associated mainly with the situation on the domestic market. The Issuer can be affected by the risks of its affiliates and industry risks. Industry risks of the Issuer's subsidiaries. A large part of the cost price of goods, produced at the subsidiaries of SOLLERS OJSC, is formed due to raw materials and purchased components, resulting in the fact that the Issuer is subject to significant influence of the risk of higher prices for them. In case of a decline in demand in the automotive industry, the Issuer plans to respond quickly to such changes by analyzing the situation and developing measures to eliminate the negative impact, in particular: - Carry out activities to promote sales; - To modernize and update the lineup; - Raise awareness among consumers about the products; - Develop a set of measures to optimize costs; - Improve the quality of products.

To reduce the risk of industry subsidiaries Issuer taking the following actions: - Diversification of markets , entering new export markets , including the search for additional consumers in foreign markets; - Attracting foreign strategic partners to create joint ventures car assembly and production of automotive components; - Stimulating consumer demand by developing programs to subsidize interest rates on car loans; - Implementation of cost reduction program, including the search for alternative suppliers of quality and economy of materials and components; - To conclude long-term contracts with suppliers of raw materials and components in order to optimize costs in time. Risks of subsidiaries, related to dependence on suppliers: In spite of the fact that the Issuer's subsidiaries have a large numbers of suppliers of raw materials and components, they are mainly dependent on a small number of suppliers that are essential to production. If one cannot find a supplier’s replacement, or a supplier fails to make the full batch or extra products, this could have a significant adverse effect on the business and performance of the Issuer's subsidiaries. Risks of subsidiaries, related to environmental protection: Production of automotive products has an inevitable impact on the environment. Any significant environmental harm brings negative results on the business and the outcome of business operations. To minimize the risks associated with environmental protection, the Issuer shall take appropriate measures, such as: - Modernization of existing capacities and the use of best practices in the field of environmental protection and opening new production facilities; - Comprehensive assessment of possible incidents and their environmental impacts, development of an effective system for responding to these situations. Country and regional risks The Issuer is registered as the largest taxpayer in St. Petersburg and currently operates only on the territory of the Russian Federation. The main companies controlled by SOLLERS OJSC: UAZ OJSC, SOLLERS-ISUZU CJSC are registered in Ulyanovsk, the Ulyanovsk region; ZMZ OJSC is registered in Zavolzhsk, the Nizhny Novgorod region. The main country risk for SOLLERS OJSC includes political and economic risks. These risks arise from economic reforms and development of the legal, fiscal and administrative infrastructure in the Russian Federation. Economic risks are also associated with stability of the Russian economy, which depends largely on the progress of reforms, as well as on anti-crisis measures of the financial and monetary policies. Political and Social Risks. At present, the political situation in Russia is of insignificant concern. The Governments of the Ulyanovsk and Nizhny Novgorod regions, the Republic of Tatarstan, the Primorsky region, Russia and the State Government have an impact on the Issuer's activities through adoption of legislative and regulatory measures that could significantly affect the financial position and outcome of business operations of the Issuer. Risks, associated with possible military conflicts, a state of emergency and strikes in the country (countries) and the region in which the Issuer is registered as a taxpayer and/or carries out the main activities: The Issuer and its subsidiaries are out of the zone of military conflicts. The regions, where the Issuer and its subsidiaries carry out their activities, are fairly stable in socio- political terms. Financial Risks Production assets of the Issuer (OAO "UAZ" , OAO "ZMZ" , etc.) to trade or purchase , both in the domestic and foreign markets , resulting to be affected by fluctuations in foreign currencies, mainly the U.S. dollar and the Euro. Interest rate risk: The Issuer and its subsidiaries employ in their work borrowed funds. Substantial increase in interest rates on loans may adversely affect the results of the Issuer. With a sharp increase in interest rates on borrowings Issuer plans: - To borrow, subject to priority funding areas with a higher return on equity; Issuer assesses financial risks, including changes in interest rates in the current period as the lowest , but this estimate may be revised. The impact of inflation risk. Since the Issuer's shares are denominated in local currency, revenue shares affected by inflation. According to the Issuer, the critical values of inflation (over 20%) are above the rate of inflation, projected by the Russian government in the coming years , the risk of exceeding the specified critical values estimated by the Issuer as low. Liquidity risk management is carried out by the Issuer through cash flow planning, coordination of the flow of payments and receipts, analysis of the planned and actual cash flows of all subsidiaries. Legal risks Risk factors, associated with inadequate regulatory environment, may affect the Issuer's ability to implement its obligations, resulting from contracts or under the law, and successfully defend its interests in court. Risks, associated with changes in the currency regulation and changes in the customs and duties regulations: The Issuer’s controlled production companies carry out foreign trade, therefore, they are exposed to risks in connection with currency fluctuations and changes in the customs regulation and control. In view of the general trends of the countries, importing the production of the Issuer’s subsidiaries, aimed at raising transparency of currency regulation mechanisms, simplifying customs procedures and lowering fees, the risk of negative impacts from these changes is estimated as low by the Issuer. Risks, associated with changes in the tax laws: Activities of companies, operating in the territory of the Russian Federation, are the subject of a considerable number of different taxes. The existing Russian tax laws allow a dual interpretation. Therefore, the interpretation of the tax legislation by tax authorities for certain operations of the Issuer may not coincide with the interpretation of the legislation by the Issuer itself. Risks, related to changes in the licensing requirements to the Issuer’s activities or licensing rights to use objects, which are subject to limited turnover (including natural resources): The activities carried out by the Issuer is not licensed, and, therefore, the risk of changes in licensing rules has no effect on the Issuer’s activities. Risks, associated with changes in jurisprudence on matters, related to the Issuer’s activities (including licensing) that may adversely affect the outcome of its activities, as well as the results of ongoing legal procedures, involving the Issuer: Currently, the Issuer is not a party to any legal procedures, which could have a significant impact on the Issuer’s activities; in the near future, the Issuer’s management does not plan any legal proceedings involving the Issuer, therefore, any risk of changes in jurisprudence is also irrelevant for the Company. Risks, associated with the Issuer's activities Risks, associated with legal procedures, which the Issuer was or is involved in: Currently, there are no potential legal proceedings or other outstanding claims, which could have a significant impact on the outcome of the Issuer’s activities or its financial position. Risks, associated with the Issuer's possible liability for debts of third parties, including the Issuer’s affiliates: The Civil Code of the Russian Federation, as well as the Law on joint-stock companies determine that shareholders of a Russian joint-stock company shall not be liable for the company’s debts and bear only the risk of loss on their investment to the extent of the value of their deposits. The Issuer’s subsidiaries have participated in various trials, both as a plaintiff and a defendant. According to the Issuer, at the present time there are no current legal proceedings or other outstanding claims, which could have a material effect on the outcome of the activities or a financial position of the Issuer's subsidiaries. Risks, associated with a possibility of losing customers, the turnover of which is at least 10% of the total revenue from the sale of goods (works, services) by the Issuer: The Issuer has provided management services to its own subsidiaries only, thus the risks, associated with a possibility of losing customers, the turnover of which is at least 10% of the total revenue, has been estimated as low by the Issuer.

8) list of transactions, made by the Joint-Stock Company in the year under review, which are recognized in accordance with the Federal Law “On joint-stock companies” as major, as well as other transactions, which, in accordance with the Charter of the Company, are subject to the procedure of approval of major transactions, indicating for each transaction its material terms and a management body of the Company, which adopted the decision on its approval;

The Issuer did not commit any major transactions in 2013. During the year, the Board of Directors approved three major deals, but while being made, they got covered under the Order of the FFMS of Russia # 11-46/PZ-N dated 04.10.2011 “On approval of the Regulation on disclosure of information by issuers of securities” under the category of “material transactions”.

9) list of transactions, made by the Joint-Stock Company in the year under review, which are recognized in accordance with the Federal Law “On Joint-Stock Companies” as transactions, in which there is interest and need for approval by an authorized management body of the Company, as provided by Chapter XI of the Federal Law “On Joint-Stock Companies”, indicating for each transaction - an interested person (s), material conditions and a management body of the Company, which adopted the decision on its approval;

Date of Date of Body of the Information Subject of the transaction and its essential transaction transacti Company, about a conditions on which person endorse adopted the (persons), ment decision to interested in endorse the the transaction transaction 15.01.13 29.11.12 Board of Newdeal Contract on delivery of services: The Directors Investments Guarantor SOLLERS OJSC undertakes to Limited provide a guarantee for the Principal SOLLERS TH LLC in the amount of 40,388,689 RUR 50 kopecks to Rosoboronexport for the Principal's obligations under the Contract on commission agency # R/1281806341518-1214225 dated 19.10.2012; Remuneration is 48,478 RUR; Duration - the Contract shall enter into force upon signature of the Contract of Guarantee by the Guarantor and Rosoboronexport OJSC and shall be terminated at the time of the termination of the Contract of Guarantee.

15.01.13 - - Newdeal Guarantee agreement: The Guarantor Investments SOLLERS OJSC undertakes, jointly and Limited severally with the Principal SOLLERS TH LLC, the complete responsibility for performance of the Principal’s financial commitments to Rosoboronexport OJSC to transfer funds to the Lender as a result of the demand by the Beneficiary - the Ministry of Defence of the Arab Republic of Egypt - to pay for the guarantees; Cost - 1,335,000.00 USD; Duration - the Agreement shall enter into force on the date of its signature by the Parties and will remain in force until full implementation. 15.01.13 - - Newdeal Contract on delivery of services: The Investments Guarantor SOLLERS OJSC undertakes to Limited provide a guarantee for the Principal UAZ A.V. OJSC. The Guarantor SOLLERS OJSC Shvetsov undertakes to provide a guarantee for the Principal UAZ OJSC in the amount of 65,060,505 RUR to Rosoboronexport for the Principal's obligations under the Contract on commission agency # R/1281806341518- 1213875 dated 19.10.2012; Remuneration is 78,072 RUR 50 kopeck; Duration - the Contract shall enter into force upon signature of the Contract of Guarantee by the Guarantor and Rosoboronexport OJSC and shall be terminated at the time of the termination of the Contract of Guarantee. 19.06.13 - - Newdeal Contract on transfer of powers to the Investments managing organization: SOLLERS OJSC - the Limited Managing Company - provides SsangYong DC LLC the services of CEO functions, as well as services in the field of management. Cost - 94,400,000 per month. Validity period - two years from the date of signing. 18.06.13 - - Newdeal Contract on transfer of powers to the Investments managing organization: SOLLERS OJSC - the Limited Managing Company - provides UAZ DC LLC the services of CEO functions, as well as services in the field of management. Cost - 94,400,000 per month. Validity period - two years from the date of signing. 29.05.13 - - Newdeal Loan agreement: The Lender SsangYong DC Investments LLC provides the Borrower SOLLERS OJSC Limited with a loan with the debt limit of 100 bln RUR; the Borrower undertakes to return the obtained loan and pay interest to the Lender. Loan repayment date - 05.06.2013. Annual interest rate - 8.75%. 01.04.13 - - Newdeal Contract of assignment: Bearing in mind that Investments ZMZ-Invest LLC and SOLLERS OJSC, in Limited accordance with the Act on Transfer under the law on property, purchased the assets of the liquidated company Sollers-Yelabuga LLC in the form of a right of claim to Stola S.p.A, in the proportion to their shares in the MC, SOLLERS OJSC assigns the above right to ZMZ-Invest LLC. Remuneration amount - 432.42 EUR, lump-sum payment till April 30, 2013. (17,284 RUR). 29.04.13 Newdeal Contract on delivery of services: The Investments Guarantor UAZ DC LLC undertakes to Limited provide a guarantee for the Borrower SOLLERS OJSC in the amount of 2,5 bln RUR to VTB Bank OJSC for the Borrower’s obligations under the Loan Agreement # 3212 from 29.04.13. The Guarantor’s remuneration - 3 mln RUR, lump-sum payment within 90 days of the date of signature of the Contract. 15.04.13 Newdeal Contract on delivery of services: Prof-IT Investments Group provides the information services to the Limited Customer SOLLERS OJSC. Cost of services - 1,335,854 monthly; duration of delivery of services - 1.04.2013 - 31.12.2013 16.04.13 Newdeal Contract of sale: The Seller SOLLERS OJSC Investments undertakes to transfer to the Buyer and the Limited Buyer Prof-IT Group undertakes to accept computer equipment and pay for it. Product price - 5,830,198.93 01.05.13 Newdeal Contract on delivery of services: SOLLERS Investments OJSC delivers SsangYong DC LLC the Limited services of search, analysis and selection of candidates for vacant posts or jobs at the Customer’s company. Cost of services - 13% of a candidate’s annual salary before taxes. Contract duration - 1 year 01.05.13 Newdeal Contract on delivery of services: SOLLERS Investments OJSC delivers UAZ DC LLC the services of Limited search, analysis and selection of candidates for vacant posts or jobs at the Customer’s company. Cost of services - 13% of a candidate’s annual salary before taxes. Contract duration - 1 year 22.05.13 17.04.13 Board of Newdeal Share pledge agreement: to ensure Directors Investments performance of the obligations of the Limited Applicant - SOLLERS-Far East LLC - under the Agreement, dated December 21, 2011 #200600/33 on opening of letters of credit, and under each of the letters of credit, the Pledgor SOLLERS OJSC transfers the Pledge Holder - Vnesheconombank - a pledge of the 100% share in SOLLERS-Far East MC LLC. Security share - 1,272,000,000 RUR 22.05.13 17.04.13 Board of Newdeal Contract on subsequent share pledge: To Directors Investments ensure performance of the obligations of the Limited Applicant - MAZDA SOLLERS Manufacturing Rus LLC - under the Agreement, dated February 1, 2013 #200600/33 on opening of letters of credit, and under each of the letters of credit, the Pledgor SOLLERS OJSC transfers the Pledge Holder - Vnesheconombank - a pledge of the 100% share in SOLLERS-Far East MC LLC. Security share - 1,272,000,000 RUR 04.03.13 01.03.13 Board of Newdeal Share pledge agreement: To ensure Directors Investments performance of the obligations of the Limited Applicant - SOLLERS-Far East MC LLC - under the Agreement, dated December 21, 2011 #200600/33 on opening of letters of credit, and under each of the letters of credit, the Pledgor SOLLERS OJSC transfers the Pledge Holder - Vnesheconombank - a pledge of the 100% share in SsangYong DC MC LLC. Security share - 480,299,200 RUR 25.04.13 10.04.13 Board of Newdeal Contract on subsequent share pledge: To Directors Investments ensure performance of the obligations of the Limited Applicant - MAZDA SOLLERS Manufacturing Rus LLC - under the Agreement, dated February 1, 2013 #200600/33 on opening of letters of credit, and under each of the letters of credit, the Pledgor SOLLERS OJSC transfers the Pledge Holder - Vnesheconombank - a pledge of the 100% share in SOLLERS-Far East MC LLC. Security share - 480,299,200 RUR 01.07.13 Newdeal Contract on lease of the vehicle: SsangYong Investments DC LLC - the Lesser, SOLLERS OJSC - the Limited, V. Lessee, the total lease amount - 70,669, Shvetsov, N. duration - 1 year Sobolev, V. Khvesenya, Z. Kaika, D. Herman, A. Ikonnikov, R.J. Seppo, R. Broyd, P.T. Gallagher. 01.07.13 Newdeal Contract on delivery of services: The Investments Customer UAZ-Avtokomponent LLC Limited authorizes, while the Contractor SOLLERS OJSC undertakes to provide services for search, analysis and selection of candidates for vacant posts or jobs at the Customer’s company. Duration - 1 year. Cost of services from 13% to 18% of a candidate’s annual salary. 10.07.13 Newdeal Loan agreement: The Lender SOLLERS- Investments Stamp LLC provides a loan of 40 mln RUR Limited and the Borrower SOLLERS OJSC agrees to pay the indicated amount back to the Lender. Loan repayment date - 09.07.2014. Annual interest - 12.5%. 10.07.13 Board of Newdeal Loan agreement: The Lender SsangYong DC Directors Investments LLC provides the Borrower SOLLERS OJSC Limited, V. with a loan with the debt limit of 1 bln RUR; Shvetsov, N. the Borrower undertakes to return the obtained Sobolev, V. loan and pay interest to the Lender. Date of Khvesenya, full repayment - 31.12.2013. Annual interest - Z. Kaika, D. 8.75%. Herman, A. Ikonnikov, R.J. Seppo, R. Broyd, P.T. Gallagher. 15.07.13 - Newdeal Contract on delivery of services: Contractor Investments SOLLERS OJSC undertakes to provide the Limited Customer Sollers Moscow TH LLC the services to represent the Customer’s interests when interacting with the public authorities, including tax authorities, social security bodies and the Pension Fund's Office. 17.07.13 Newdeal Contract of sale: The Seller SOLLERS OJSC Investments transfers to the Buyer ZMZ OJSC the Limited, complete share of 100% in the authorized V.A. capital of Avtokomponent: gearbox and Shvetsov transmission units LLC. Price 10,000 RUR 01.08.13 - Newdeal Contract of sale: The Seller Prof-IT Group Investments LLC undertakes to supply to the Buyer Limited SOLLERS OJSC the Goods and the Buyer undertakes to accept the Goods and pay for them. Cost of the goods delivered - 373,049 Newdeal Loan agreement: The Lender SOLLERS OJSC Investments provides a loan of 102 mln RUR and the Limited Borrower UAZ-Service LLC agrees to pay the indicated amount back to the Lender. Repayment date - 30.12.2013. Annual interest - 12.75% 1.09.13 - - Newdeal Contract on delivery of services: The Investments Customer SOLLERS-Isuzu CJSC authorizes, Limited while the Contractor SOLLERS OJSC undertakes to provide search services, analysis and selection of candidates for vacant posts or jobs at the Customer’s company. Duration - 1 year. Cost of services from 13% to 18% of a candidate’s annual salary. 10.09.13 Newdeal Guarantee agreement: The Guarantor Investments SsangYong DC LLC undertakes to provide a Limited, V. guarantee for the Borrower in the amount of Shvetsov, N. 2,500 bln RUR to VTB Bank OJSC for the Sobolev, V. Borrower’s obligations under the Loan Khvesenya, Agreement # 3212 from 29.04.13. Z. Kaika, D. Remuneration of the Guarantor - 3 mln RUR Herman, A. Ikonnikov, R.J. Seppo, R. Broyd, P.T. Gallagher. 16.09.13 Newdeal Contract on delivery of services: the Investments Contractor SOLLERS OJSC undertakes to Limited, provide the Client ZMZ OJSC the services of V.A. tax audit. Cost of services - 860,000 RUR per Shvetsov month. 26.09.13 Newdeal Contract on delivery of services: The Investments Guarantor SsangYong DC LLC undertakes to Limited, V. provide a guarantee for the Borrower Shvetsov, N. SOLLERS OJSC in the amount of 2,500 bln Sobolev, V. RUR to VTB Bank OJSC for the Borrower’s Khvesenya, obligations under the Loan Agreement # 3213 Z. Kaika, D. from 26.09.13. Remuneration of the Guarantor Herman, A. - 3 mln RUR Ikonnikov, R.J. Seppo, R. Broyd, P.T. Gallagher. 26.09.13 Newdeal Contract on delivery of services: The Investments Guarantor DC SsangYong DC LLC Limited, V. undertakes to provide a guarantee for the Shvetsov, N. Borrower in the amount of 2,500 bln RUR to Sobolev, V. VTB Bank OJSC for the Borrower’s Khvesenya, obligations under the Loan Agreement # 3213- Z. Kaika, D. P/2 from 26.09.13. Remuneration of the Herman, A. Guarantor - 3 mln RUR Ikonnikov, R.J. Seppo, R. Broyd, P.T. Gallagher. 27.09.13 Newdeal Contract on delivery of services: The Investments Customer Sollers TH LLC authorizes, while Limited the Contractor SOLLERS OJSC undertakes to provide services for search, analysis and selection of candidates for vacant posts or jobs at the Customer’s company. Duration - 1 year. Cost of services from 13% to 18% of a candidate’s annual salary. 23.10.13 09.04.13 Board of Newdeal Contract of sale: in accordance with the Directors Investments Decision on an additional issue of securities Limited from June 11, 2013, registered in the Inter- Regional Office of the FFMS in the South-East region dated October 14, 2013 with the state registration number 1-01-53338-К-002D, the Issuer - SOLLERS-ISUZU OJSC - sells, and the Shareholder - SOLLERS OJSC - purchases 1,000,000 (one million) ordinary registered book-entry shares with a par value of 100 (one hundred) RUR each/the total value of 100,000,000 (one hundred million) RUR 01.11.13 Newdeal Contract on delivery of IT services: SOLLERS Investments OJSC - the Customer, Prof-IT Group LLC - Limited the Contractor 28.11.13 Newdeal Contract of share sale: SOLLERS OJSC - the Investments Buyer, SELL OUT LLC - the Seller of 0.04% Limited of the share capital of SsangYong DC LLC, the cost - 10,000 (ten thousand) RUR 20.12.13 Newdeal Contract on provision of advisory and Investments consulting services for the Customer's Limited employees, as well as on studying the quality of client services in the Customer's dealer network and the market environment, maintenance and automation of business processes. SOLLERS OJSC - the Customer, SELL OUT LLC - the Contractor Total cost - 283,200 RUR

10) composition of the Board of Directors of the Joint-Stock Company, including information on changes in the composition of the Board of Directors of the Joint-Stock Company in the year under review, and information on the Members of the Board of Directors of the Company, including their brief biographical data, participation in the authorized capital of the Joint-Stock Company and their share of common stock of the Company; if during the reporting year, the Members of the Board of Directors carried out any transactions on (acquisition by the Members of the Board of Directors (acquisition or alienation of shares of the Joint-Stock Company - information about such transactions, indicating for each transaction its date, contents, category (type) of shares, which were the subject of the transaction;

The Board of Directors, elected at the annual general meeting of shareholders on 16.05.2013, was composed of the following Directors: Vadim Arkadiyevich Shvetsov, Nikolay Alexandrovich Sobolev, Victor Mikhailovich Khvesenya, Zoya Atatzhanovna Kaika, as well as the Independent Directors: Terence Patrick Gallagher, David Joseph Herman, Richard Charles Broyd, Seppo Juha Remes, Alexander Vyacheslavovich Ikonnikov. Information about the Members of the Board of Directors (Supervisory Board) of the Joint-Stock Company, including their brief biographical data, participation in the authorized capital of the Joint-Stock Company and their share of common stock of the Company 1. David J. Herman (Chairman) Year of birth: 1946

Education: New York University, a master's degree from Harvard University and a doctorate of law (Harvard Law School). All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 2009 present New Health Sciences (US) Member of the Board of Directors 2009 present Strategic Initiatives Member of the Board of Directors 2011 present Magnitogorsk Iron and Steel Works OJSC Member of the Board of Directors

Shares in the authorized capital of the Issuer/common stock - does not own

2. Remes Seppo Juha Year of birth: 1955

Education: School of Economics and Business Administration, Turku (Finland), a degree of doctor of science.

All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 2002 2011 OMZ OJSC Member of the Board of Directors, the Chairman of the Audit Committee 2007 present Sibur Holding OJSC Member of the Board of Directors, the Chairman of the Audit Committee, Member of the Finance Committee, Member of the Remuneration Committee 2007 2009 IDGC of Volga OJSC Member of the Board of Directors, the Chairman of the Audit Committee 2007 2009 LSR Group OJSC Member of the Board of Directors, the Chairman of the Audit Committee 2008 present IDGC of North-West OJSC Member of the Board of Directors, the Chairman of the Audit Committee, Member of the Strategy Committee 2008 present IDGC Holding OJSC Member of the Board of Directors, Member of the Audit Committee, Member of the Strategy Committee, Member of the Assessment Committee 2008 present Kiuru LLC Director 2008 present RAO UES of Russia OJSC Chairman of the Board of Directors 2008 2012 RUSNANO OJSC Member of the Investments Committee 2008 2008 RAO UES of Russia OJSC Member of the Board of Directors 2009 present Lenenergo OJSC Member of the Board of Directors, Member of the Audit Committee, Member of the Strategy Committee 2009 2012 ENERGOSETPROEKT Institute OJSC Member of the Board of Directors 2011 present RAO Energy Systems of the East OJSC Member of the Board of Directors, Member of the Audit Committee, Member of the Strategy Committee 2012 present RUSNANO OJSC Chairman of the Audit Committee 2012 present IDGC of Volga OJSC Member of the Board of Directors, the Chairman of the Audit Committee, Member of the Strategy Committee

Shares in the authorized capital of the Issuer/common stock - does not own

3. Vadim Arkadiyevich Shvetsov Year of birth: 1967

Education: Moscow Institute of Steel and Alloys All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 1997 2008 Severstal OJSC Member of the Board of Directors 2002 present SOLLERS OJSC General Director, time Member of the Board of Directors 2008 May 2010 UAZ OJSC General Director 2008 May 2010 ZMZ OJSC General Director 2001 present UAZ OJSC Member of the Board of time Directors 2001 present ZMZ OJSC Member of the Board of time Directors 2005 April SOLLERS-Naberezhniye Chelny OJSC Member of the Board of 2010 Directors 2007 present SOLLERS-ISUZU CJSC Member of the Board of time Directors 2010 31.12.201 DC TURIN-AVTO LLC General Director 1 2011 17.10.11 SOLLERS Trade House LLC General Director May 2010 2011 UAZ OJSC Director of the Moscow branch May 2010 2011 ZMZ OJSC Director of the Moscow branch 15.10.12 present UAZ OJSC General Director October present Holding Limited Liability Chairman of the Board of 2011 Company Directors

Percentage of participation in the authorized capital of the Issuer,%: 0.0466 Share of ordinary shares of the Issuer, owned by a person, %: 0.0466

4. Nikolay Alexandrovich Sobolev Year of birth: 1976

Education: Lomonosov Moscow State University (Faculty of Economics); Academy of National Economy under the Government of the Russian Federation; MBA in Kingston University Business School (United Kingdom); a candidate of economic sciences. All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time: Period Organization name Post from to 2002 2011 UAZ OJSC Member of the Board of Directors 2005 2012 SOLLERS OJSC Financial Director 2004 2005 Pioner CJSC Member of the Supervisory Board 2005 2012 Stalfond SPC Member of the Board of the Foundation 2005 present SOLLERS OJSC Member of the Board of Directors 2006 2010 SOLLERS-Naberezhniye Chelny OJSC Member of the Board of Directors 2007 present SOLLERS-ISUZU CJSC Member of the Board of Directors 2009 2011 ZMZ OJSC Member of the Board of Directors 2009 2012 SOLLERS OJSC First Deputy General Director 2009 December Fiat Powertrain Technologies Sollers Member of the Board of 2013 Investment Company B.V. Directors 2011 present Ford Sollers Netherlands B.V. Managing Director, Member of the Board of Directors 2011 present Ford Sollers Holding Limited Liability Member of the Board of Company Directors January 2012 June 2012 SOLLERS-BUSSAN LLC Member of the Board of Directors 2012 present SOLLERS OJSC First Deputy General Director - Financial Director June 2012 July 2012 OTA LLC Member of the Board of Directors July 2012 present SOLLERS-BUSSAN LLC Chairman of the Board of Directors 2012 2013 Russian Railways CJSC Member of the Board of Directors 2012 present SOLLERS-Far East LLC Member of the Supervisory Board 2012 present MAZDA SOLLERS Manufacturing Rus Member of the Board of LLC Directors, Chairman of the Board of Directors 2013 present Sollers Sunrise Holding Limited Liability General Director Company

Percentage of participation in the authorized capital of the Issuer,%: 0.29 Share of ordinary shares of the Issuer, owned by a person, %: 0.29

5. Zoya Atatzhanovna Kaika Year of birth: 1978

Education: Lomonosov Moscow State University, Faculty of Journalism All posts, held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 2003 present SOLLERS OJSC Director of Public Relations and Government Relations October present Ford Sollers Holding Limited Liability Member of the Board of 2011 time Company Directors

Shares in the authorized capital of the Issuer/common stock - does not own

6. Richard Broyd Year of birth: 1954

Education: Ph.D. at Cornwell University. All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 1993 2012 Monitor Group Partner, Managing Director of Monitor Clipper Partners, General Director of MAST Global Ltd. present Waypoint Capital Director present Reach to Teach Ltd Chairman

Shares in the authorized capital of the Issuer/common stock - does not own

7. Patrick Terence Gallagher Year of birth: 1955

Education: Warwick University, Coventry (1973-1976); Trowbridge, Wiltshire College (1971-1973); St John Fisher, Harrogate (1966-1971); Bachelor of Economics; GCE 'A' Level course in mathematics and economics. All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 2006 present time Golden Telecom Inc. Vice Chairman and Member of the Board of Directors, of the Executive Committee, the Audit Committee and the Remuneration Committee 2007 present time Harmonics Inc. Member of the Board of Directors 2008 present time Marco4 Plc. Chairman and Member of the Board of Directors 2008 present time Ubiquisys Chairman and Member of the Board of Directors Shares in the authorized capital of the Issuer/common stock - does not own

8. Viktor Mikhailovich Khvesenya Year of birth: 1962

Education: Law Faculty of Belarusian State University (Minsk) All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 2005 2009 AMEDIA Group of Companies Head of the Legal Service 2009 present SOLLERS OJSC Chief Legal Officer 2010 present SOLLERS OJSC Member of the Board of Directors October present Ford Sollers Holding Limited Liability Member of the Board of 2011 Company Directors

Percentage of participation in the authorized capital of the Issuer,%: 0.04 Share of ordinary shares of the Issuer, owned by a person, %: 0.04

9. Alexander Vyacheslavovich Ikonnikov Year of birth: 1971 Education: Gubkin Russian State University of Oil and Gas, development of oil and gas fields, candidate of economic sciences. All posts held by the person at the Issuer and other organizations over the last 5 years and currently, including part-time:

Period Organization name Post from to 2002 present Association of independent directors Member of the Supervisory Board 2002 2007 North-West Telecom OJSC Independent Member of the Board of Directors 2005 2009 Baltika OJSC Independent Member of the Board of Directors 2008 2010 National Clearing Center Independent Member of the Board of Directors 2007 present EU Explorer plc. Swedish Investment Independent Member of the Fund Board of Directors 2007 present National Depository Center Independent Member of the Board of Directors June 2011 present SOLLERS OJSC Independent Member of the Board of Directors

Shares in the authorized capital of the Issuer/common stock - does not own

During the year, the following committees were headed by independent directors under the Board of Directors:

Strategy Committee: 1. Richard Broyd (Chairman) 2. Patrick Gallagher 3. David Herman 4. A.V. Shvetsov 5. Nikolay Sobolev

Audit Committee: 1. Seppo Remes (Chairman) 2. Patrick Gallagher 3. David Herman

Remuneration Committee: 1. Patrick Gallagher (Chairman) 2. David Herman 3. Alexander Ikonnikov 4. Nikolay Sobolev

Nomination and Corporate Governance Committee: 1. David Herman (Chair) 2. Alexander Ikonnikov 3. A.V. Shvetsov 4. Viktor Khvesenya

11) information about the person, who occupies the post of the individual executive body of the Company; if during the year under review, the following transactions have been carried out by the person, holding the position of the sole executive body: acquisition or alienation of shares of the joint-stock company - information about such transactions, indicating, for each transaction, a date, transaction contents, category (type) of shares, which are the subject of the transaction; The person, who occupies the post of the individual executive body of SOLLERS OJSC - Vadim Arkadievich Shvetsov, General Director. Information about the person, who occupies the position of the sole executive body, is listed in Section 10 of this Annual Report. No transactions on acquisition or alienation of shares have been carried out by V.A. Shvetsov. 12) criteria and total amount of the remuneration (compensation) to the person, occupying the position of the sole executive body of the Company and the members of the Board of Directors of the Company, paid in the reporting year; Remuneration of the Members of the Board of Directors of SOLLERS OJSC is paid on the basis of the decision of the annual general meeting of shareholders as of 16.05.2013, namely: to the Chairman of the Board of Directors - 150,000 (one hundred and fifty thousand) EUR, to the Chairmen of the Committees of the Board of Directors - 140,000 (one hundred and forty thousand) EUR, the remaining Members of the Board of Directors - 130,000 (one hundred and thirty thousand) EUR. To compensate the Members of the Board of Directors of SOLLERS OJSC their expenditures, actually incurred in connection with the participation in the work of the Board of Directors of SOLLERS OJSC. 13) information on compliance of the Joint-Stock Company with recommendations of the Corporate Governance Code; if the securities of the Joint-Stock Company are included in the list of securities, admitted to trading at an organizer of trading in the securities market, and if all or some of the recommendations of the Corporate Governance Code of the Joint-Stock Company are not respected - explanation of any reasons for those recommendations, referred to the Joint-Stock Company, not to be respected;

The Company seeks to follow the principles and guidelines, laid down in the Corporate Governance Code, recommended for use by the Order of the FCSM dated 04.04.2002 # 421/r “On recommendations for application of the Corporate Governance Code”. The management bodies exercise their duties, following the principles recommended in the Corporate Governance Code, the main one of which is strict protection of the rights of shareholders and investors. The Board of Directors of SOLLERS OJSC pays particular attention to observance and protection of the rights of shareholders. Shareholders have the right to participate in management of the Joint-Stock Company by taking decisions on the most important issues, relating to the Company’s activities, at the general meeting of shareholders. Shareholders have the right to receive regular and timely information on the Company’s activities. In accordance with the Russian Bank requirements, the Company regularly discloses quarterly reports of the Issuer, lists of affiliated persons and other documents provided by Russian laws. The basic information about the Company is promptly posted on the Company's web page at: www.sollers-auto.com, as well as on the website of the news agency http://www.e- disclosure.ru/portal/company.aspx?id=1324. In accordance with the Order of the FFMS of Russia # 11-46/pz-n “On approval of the Regulation on information disclosure by issuers of securities”, all stakeholders are regularly updated on material facts by means of news feeds. Shareholders have the right to participate in distribution of profits by taking decisions on distribution of profits at the annual general meeting of shareholders. The Company provides shareholders with necessary information, publishes the decisions of the shareholders' meetings on dividend payments and their amounts, as well as on the procedure of receiving dividends, which excludes unnecessary complexity when they are received.