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ALROSA Finance S.A. (incorporated as a société anonyme with limited liability in Luxembourg) US$1,000,000,000 7.750 per cent. Notes due 2020 Unconditionally and irrevocably guaranteed by “ALROSA” Company Limited (incorporated in the Russian Federation) Issue Price 100 per cent. ALROSA Finance S.A. (the “Issuer”), a private company incorporated with limited liability under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) and a subsidiary of ALROSA Finance B.V., a private company incorporated with limited liability under the laws of The Netherlands, wholly owned by “ALROSA” Company Limited (“ALROSA” or the “Guarantor”), a closed joint stock company organised under the laws of the Russian Federation (or “Russia”), with the alternate legal name AK “ALROSA” (ZAO), is issuing the US$1,000,000,000 7.750 per cent. Notes due 2020 (the “Notes”). The Notes will be general unsecured and unsubordinated obligations of the Issuer, and will rank senior to all present and future subordinated obligations and equal to all present and future unsecured obligations of the Issuer. The Notes will be constituted by a trust deed to be dated 3 November 2010 (the “Trust Deed”) made between the Issuer, ALROSA and BNY Corporate Trustee Services Limited (the “Trustee”). The Notes will be unconditionally and irrevocably guaranteed by ALROSA (the “Guarantee”). This Guarantee will be unsecured indebtedness of ALROSA and will rank senior to all present and future subordinated obligations and equal to all present and future unsecured obligations of ALROSA. Interest on the Notes will accrue from, and including, 3 November 2010 and will be payable in equal instalments semi-annually in arrear on 3 May and 3 November of each year, commencing on 3 May 2011, at the rate of 7.750 per cent. per annum. Payments on the Notes will be made free and clear of, and without withholding or deduction for or on account of, any taxes imposed by Luxembourg or Russia, to the extent described under Condition 9 “Taxation” in the terms and conditions of the Notes (the “Terms and Conditions”). Except in certain limited circumstances, the Notes are not redeemable prior to the Maturity Date. If at any time while any Note remains outstanding a Change of Control occurs (as defined herein), the Issuer shall, at the option of the holder of any such Note, redeem or purchase such Note on the Change of Control Put Date (as defined herein) at 100 per cent. of its principal amount together with (or, where purchased, together with an amount equal to) interest accrued to but excluding the Change of Control Put Date. The Notes will mature on 3 November 2020 (the “Maturity Date”). The Notes will be in registered form, without interest coupons attached, in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. References to the “Group”inthisprospectus(the“Prospectus”) are to ALROSA and its consolidated subsidiaries, including the Issuer. References to “Noteholders” are to the persons in whose name each Note is for the time being registered in the relevant register kept by The Bank of New York Mellon (Luxembourg) S.A. or The Bank of New York Mellon (each, a “Registrar”) (or, in the case of a joint holding, the first named thereof). References to the “Offering” are to the offering of the Notes by the Issuer. The Prospectus has been approved by the Central Bank of Ireland (the “Central Bank”), as competent authority under the Prospectus Directive 2003/71/EC (the “Prospectus Directive”). The Central Bank only approves this Prospectus as meeting the requirements imposed under Irish and EU law pursuant to the Prospectus Directive. Application has been made to the Irish Stock Exchange (the “Irish Stock Exchange”) for the Notes to be admitted to the Official List (the “Official List”) and trading on its regulated market. This Prospectus constitutes a “prospectus” for the purposes of the Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”) (which implement the Prospectus Directive in Ireland). References in this Prospectus to the Notes being “listed” (and all related references) shall mean that the Notes have been admitted to the Official List and have been admitted to trading on the regulated market of the Irish Stock Exchange. An investment in the Notes involves risks. See “Risk Factors” beginning on page 6. The Notes and the Guarantee (collectively, the “Securities”) have not been, and will not be, registered under the US Securities Act of 1933 (the “Securities Act”) or under any securities laws of any other jurisdiction. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, US persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Notes are being offered and sold outside the United States in offshore transactions to non-US persons in reliance on Regulation S under the Securities Act (“Regulation S”) and within the United States to “qualified institutional buyers” (“QIBs”) (as defined in Rule 144A under the Securities Act (“Rule 144A”)) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the 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 distribution of this Prospectus, see “Plan of Distribution” and “Transfer Restrictions”. Notes that are sold to QIBs will be represented by interests in a global registered Note (the “Rule 144A Global Note”), deposited with a custodian for, and registered in the name of a nominee for, The Depository Trust Company (“DTC”) on or about 3 November 2010 (the “Closing Date”). Notes that are sold in transactions outside the United States in reliance on Regulation S will be represented by interests in a global registered Note (the “Regulation S Global Note”) and together with the Rule 144A Global Note, the “Global Notes”), deposited with a common depositary for, and registered in the name of a nominee for, Euroclear Bank S.A/N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). The Notes are expected to be assigned a rating of Ba3 by Moody’s Investors Service, Inc. (“Moody’s”), BB- by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”) and BB- by Fitch Investor Rating Services (“Fitch”). A rating is not a recommendation to buy, sell or hold the Notes and may be subject to suspension, reduction or withdrawal at any time by Moody’s, S&P or Fitch, as applicable. A suspension, reduction or withdrawal of the rating assigned to the Notes may adversely affect the market price of the Notes. Joint Lead Managers and Joint Bookrunners J.P. Morgan UBS Investment Bank VTB Capital Prospectus dated 1 November 2010 TABLE OF CONTENTS CERTAIN INFORMATION CONTAINED IN THIS PROSPECTUS............................ v IMPORTANT NOTICE . .......................................................... v NOTICE TO NEW HAMPSHIRE RESIDENTS .......................................... vii LIMITATION ON ENFORCEMENT OF CIVIL LIABILITIES ............................... viii CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS .............. viii PRESENTATION OF FINANCIAL INFORMATION ....................................... x CURRENCIES AND EXCHANGE RATES .............................................. xii OVERVIEW OF ALROSA .......................................................... 1 OVERVIEW OF THE OFFERING .................................................... 4 RISK FACTORS.................................................................. 7 USE OF PROCEEDS .............................................................. 34 THE ISSUER .................................................................... 35 CAPITALISATION................................................................ 36 SELECTED FINANCIAL INFORMATION .............................................. 37 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .............................................................. 41 BUSINESS...................................................................... 72 MANAGEMENT AND EMPLOYEES .................................................. 112 PRINCIPAL SHAREHOLDERS ...................................................... 120 PRINCIPAL SUBSIDIARIES ........................................................ 121 CERTAIN TRANSACTIONS WITH RELATED PARTIES................................... 122 DESCRIPTION OF EXISTING MATERIAL AGREEMENTS ................................ 124 CALCULATION OF RESERVES ..................................................... 128 REGULATORY MATTERS ......................................................... 130 TERMS AND CONDITIONS OF THE NOTES........................................... 139 SUMMARY OF THE PROVISIONS RELATING TO THE NOTES IN GLOBAL FORM ............ 162 TAXATION ..................................................................... 168 PLAN OF DISTRIBUTION ......................................................... 178 TRANSFER RESTRICTIONS........................................................ 180 INDEPENDENT AUDITORS ........................................................ 182 LEGAL MATTERS ............................................................... 183 GENERAL INFORMATION ........................................................

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