IMPORTANT: You must read the following before continuing. The following information applies to the Base Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Base Prospectus. In accessing the Base Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information as a result of such access. THE FOLLOWING BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS BASE PROSPECTUS MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’), OR, IF SECURITIES ARE BEING OFFERED IN RELIANCE ON RULE 144A OF THE SECURITIES ACT (‘‘RULE 144A’’), WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A (EACH A ‘‘QIB’’) WHO ARE QUALIFIED PURCHASERS AS DEFINED IN SECTION 2(A)(51) OF THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (EACH A ‘‘QP’’), IN ACCORDANCE WITH RULE 144A. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS PROHIBITED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (2) IF SECURITIES ARE BEING OFFERED IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A OF THE SECURITIES ACT, IN ACCORDANCE WITH RULE 144A TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QIB AND A QP, WHO REPRESENT THAT (A) IT IS A QIB AND A QP, (B) IT IS NOT A BROKER DEALER WHO OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN U.S.$25 MILLION IN SECURITIES OF UNAFFILIATED ISSUERS, (C) IT IS NOT A PARTICIPANT DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, (D) IT IS ACTING FOR ITS OWN ACCOUNT, OR THE ACCOUNT OF ONE OR MORE QIBs, EACH OF WHICH IS ALSO A QP, (E) IT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE SECURITIES OR THE ISSUER, (F) EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST U.S.$100,000 IN PRINCIPAL AMOUNT OF SECURITIES AT ANY TIME, (G) IT UNDERSTANDS THAT THE ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS SECURITIES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (H) IT WILL PROVIDE NOTICE OF THESE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREE OR, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. Confirmation of your Representation: In order to be eligible to view this Base Prospectus or make an investment decision with respect to the securities, you must be (i) a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) or (ii) if securities are being offered in reliance on Rule 144A, a QIB that is a QP. By accepting the e-mail and accessing this Base Prospectus, you shall be deemed to have represented to us that you are not a U.S. person or that you are a QIB that is a QP and that you consent to delivery of such Base Prospectus by electronic transmission. You are reminded that this Base Prospectus has been delivered to you on the basis that you are a person into whose possession this Base Prospectus 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 Base Prospectus to any other person. The materials relating to the offering 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 dealers or any affiliate of the dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the dealers or such affiliate on behalf of the Issuer or AK BARS Bank in such jurisdiction. Under no circumstances shall this Base Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this Base Prospectus who intend to subscribe for or purchase the securities are reminded that subscription or purchase may only be made on the basis of the information contained in the Base Prospectus together with the applicable final terms. This Base Prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer. This Base Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission, and consequently, none of Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Base Prospectus distributed to you in electronic format and the hard copy version available to you on request from Citigroup Global Markets Limited, Deutsche Bank AG, London Branch. U.S.$1,500,000,000 Programme for the Issuance of Loan Participation Notes to be issued by, but with limited recourse to, AK BARS Luxembourg S.A. for the sole purpose of financing loans to ‘‘OAO AK BARS’’ Bank Under the programme for the issuance of loan participation notes (the ‘‘Programme’’) described in this base prospectus (the ‘‘Base Prospectus’’), AK BARS Luxembourg S.A., a public limited liability company (societ ´ e ´ anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 2, boulevard Konrad Adenauer, L-1115 Luxembourg and registered with the Luxembourg trade and companies register under number B127,473 (the ‘‘Issuer’’), subject to compliance with all relevant laws, regulations and directives, may from time to time issue loan participation notes (the ‘‘Notes’’) on the terms set out herein, as such terms are supplemented by final terms (each a ‘‘Final Terms’’) setting out the specific terms of each issue or in a separate prospectus the ‘‘Drawdown Prospectus’’ specific to a Series (as defined herein) as described under ‘‘Final Terms and Drawdown Prospectus’’ below. In the case of a Series of Notes that is the subject of a Drawdown Prospectus, each reference in this Base Prospectus to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant Drawdown Prospectus unless the context requires otherwise. The aggregate principal amount of Notes outstanding will not at any time exceed U.S.$1,500,000,000 (or the equivalent in other currencies). Notes will be issued in Series and the sole purpose of issuing each Series will be to finance a loan (each, a ‘‘Loan’’) to ‘‘OAO AK BARS’’ Bank (the ‘‘Bank’’ or ‘‘AK BARS Bank’’), as borrower (the ‘‘Borrower’’), on the terms of a facility agreement (the ‘‘Facility Agreement’’) between the Issuer and the Bank dated 11 June 2007, as amended and supplemented by a loan supplement (each, a ‘‘Loan Supplement’’) to be entered into by the Issuer and the Bank in respect of each Loan on each applicable issue date (each an ‘‘Issue Date’’) and the Facility Agreement, as supplemented by a Loan Supplement, will constitute a loan agreement (each, a ‘‘Loan Agreement’’). The Issuer will charge, in favour of Deutsche Trustee Company Limited as trustee (the ‘‘Trustee’’) for itself and for the benefit of noteholders of each Series of Notes (the ‘‘Noteholders’’), by way of a first fixed charge as security for its payment obligations in respect of each Series of Notes and under the Trust Deed (as defined in ‘‘Description of the Transactions’’), certain of its rights and interests under the relevant Loan Agreement and the relevant Account (as defined in the relevant Loan Supplement). In addition, the Issuer will assign certain of its administrative rights under the relevant Loan Agreement to the Trustee. In each case where amounts of principal, interest and additional amounts (if any) are stated to be payable in respect of a Series of Notes, the obligation of the Issuer to make any such payment shall constitute an obligation only to account to the Noteholders, on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of such Series of Notes, for an amount equivalent to all principal, interest and additional amounts (if any) actually received from the Bank by or for the account of the Issuer pursuant to the relevant Loan Agreement excluding, however, any amounts paid in respect of Reserved Rights (as defined in the Terms and Conditions of the Notes).