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2010 Bond Issue Admitted to trading during Approved of March 18, 2010 process of placement of March 26, 2010 Identification numbers 4B 0 2 – 0 1 - 0 0 0 1 0 - A Board of Directors of Aeroflot, OJSC 4B 0 2 – 0 2 - 0 0 0 1 0 - A (name of Issuer’s body approving Prospectus should be (identification number assigned to the issue (or additional issue) of specified) exchange-traded bonds by Stock-Exchange admitting exchange-traded bonds to trading during the process of placement should be specified) Record No. 14 (name of Stock Exchange admitting exchange-traded bonds to trading of March 18, 2010 during the process of placement) (Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading during the process of placement) Seal Admitted to trading at Stock Exchange during circulation . (Name of Stock Exchange admitting exchange-traded bonds to trading during circulation) (Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading during circulation) Seal Admitted to trading at Stock Exchange during circulation (Name of Stock Exchange admitting exchange-traded bonds to trading during circulation) (Position and signature of authorized officer of Stock Exchange admitting exchange-traded bonds to trading during circulation) Seal 1 The Prospectus Aeroflot - Russian Airlines, Open Joint-Stock Company (Full corporate name of the Issuer or name of non-commercial organization) Non-convertible interest-bearing documentary exchange-traded bearer bonds of БО-01 series with mandatory centralized storage; total number of bonds is 6,000,000 (six million) pieces; face value of each bond is RUR 1,000 (one thousand rubles); total face value is RUR 6,000,000,000 (six milliard rubles); redemption date is up to 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of БО-01 series; mode of placement is public offering with possibility of early redemption upon demand of the owners and upon consideration of the Issuer. Non-convertible interest-bearing documentary exchange-traded bearer bonds of БО-02 series with mandatory centralized storage; total number of bonds is 6,000,000 (six million) pieces; face value of each bond is RUR 1,000 (one thousand rubles); total face value is RUR 6,000,000,000 (six billion rubles); redemption date is up to 1092nd (one thousand ninety second) day after start of placement of Exchange-traded bonds of БО-02 series; mode of placement is public offering with possibility of early redemption upon demand of the owners and upon consideration of the Issuer. http://www.aeroflot.ru (Address of Internet page used by the Issuer for information disclosure) Information contained in the present Prospectus should be disclosed in accordance with the Securities Law of Russian Federation. Stock Exchange adopted resolution on admission of exchange-traded bonds to trading is not responsible for credibility of information contained in the present Prospectus and does not express any attitude towards placed securities by the fact of admission of abovementioned securities for placement. 2 This is to confirm credibility of financial (accounts) statements of the Issuer for the years of 2006, 2007, 2008, and compliance of Issuer's accounting procedures with legislation of Russian Federation. Other information concerning financial position of the Issuer contained in the sections III, IV, V, and VIII of the present Prospectus, have been examined for its compliance with data contained in audited financial (accounts) statements in all essential aspects. HLB Vneshaudit, Closed Joint-Stock Company (Full corporate name of the auditor or auditors or surname, name, patronymic of individual auditor undertaking audit of accounting procedures and financial (accounts) statements of the Issuer) General Manager L.M. Mitrofanov (Position of an officer or other person responsible for signature of the Prospectus in (Signature) (Name, Patronymic, the name of Issuer’s auditor. Name and details of the document proving the right of Seal Surname) specified person to sign the Prospectus in the name of Issuer's auditor.) Date General Manager of Aeroflot, OJSC V.G. Savelyev (Name of position of Issuer’s executive) (Signature) (Name, Patronymic, Surname) Date Chief Accountant of Aeroflot, OJSC A.P. Trusov (Name of position of the person performing functions of Issuer’s Chief (Signature) (Name, Patronymic, Accountant) (seal) Surname) Date 3 INTRODUCTION ..................................................................................................................................................................7 I. SUMMARY OF PERSONS AFFILIATED WITH REGULATORY BODIES OF THE ISSUER, INFORMATION ON ISSUER’S BANK ACCOUNTS, AUDITOR, SURVEYOR, FINANCIAL CONSULTANT, AND OTHER PERSONS SIGNING THE PROSPECTUS.......................................................................................................................11 1.1. PERSONS AFFILIATED WITH REGULATORY BODIES OF THE ISSUER ...............................................................................11 1.2. INFORMATION ON BANK ACCOUNTS OF THE ISSUER......................................................................................................12 1.3. INFORMATION ON THE AUDITOR (AUDITORS) OF THE ISSUER........................................................................................20 1.4. INFORMATION ON SURVEYOR OF THE ISSUER ...............................................................................................................24 1.5. INFORMATION ON THE CONSULTANTS OF THE ISSUER...................................................................................................24 1.6. INFORMATION ON OTHER PERSONS SIGNATORY TO THE PROSPECTUS...........................................................................24 II. SUMMARY OF AMOUNT, PROCEDURE, TERMS AND CONDITIONS OF PLACEMENT FOR EACH KIND, CATEGORY (TYPE) OF PLACED EQUITY SECURITIES.............................................................................25 A: EXCHANGE-TRADED BONDS OF БО-01 SERIES ...............................................................................................................25 2.1. KIND, CATEGORY (TYPE) AND FORM OF PLACED SECURITIES........................................................................................25 2.2. FACE VALUE OF EACH KIND, CATEGORY (TYPE), SERIES OF PLACED EQUITY SECURITIES..............................................25 2.3. EXPECTED AMOUNT OF THE ISSUE IN MONETARY TERMS AND NUMBER OF PLACED EQUITY SECURITIES ......................25 2.4. PRICE (PROCEDURE OF PRICE EVALUATION) OF EQUITY SECURITIES PLACEMENT .........................................................25 2.5. PROCEDURE AND TERMS OF EQUITY SECURITIES PLACEMENT ......................................................................................26 2.6. PROCEDURE AND CONDITIONS OF PAYMENT OF PLACED EQUITY SECURITIES ...............................................................28 2.7. PROCEDURE AND CONDITIONS OF CONCLUDING CONTRACTS DURING PLACEMENT OF EQUITY SECURITIES ..................29 2.8. CIRCLE OF PROSPECTIVE BUYERS OF PLACED EQUITY SECURITIES................................................................................35 2.9. PROCEDURE OF DISCLOSURE OF INFORMATION ON PLACEMENT OF EQUITY SECURITIES AND ITS RESULTS ...................35 B: EXCHANGE-TRADED BONDS OF БО-02 SERIES ................................................................................................................46 2.1. KIND, CATEGORY (TYPE) AND FORM OF PLACED SECURITIES........................................................................................46 2.2. FACE VALUE OF EACH KIND, CATEGORY (TYPE), SERIES OF PLACED EQUITY SECURITIES..............................................47 2.3. EXPECTED AMOUNT OF THE ISSUE IN MONETARY TERMS AND NUMBER OF PLACED EQUITY SECURITIES ......................47 2.4. PRICE OF PLACEMENT OF EQUITY SECURITIES OR PROCEDURE OF ITS CALCULATION ....................................................47 2.5. PROCEDURE AND MATURITY OF EQUITY SECURITIES PLACEMENT ................................................................................47 2.6. PROCEDURE AND CONDITIONS OF PAYMENT OF PLACED EQUITY SECURITIES ...............................................................49 2.7. PROCEDURE AND CONDITIONS OF MAKING CONTRACTS DURING PLACEMENT OF EQUITY SECURITIES ..........................50 2.8. CIRCLE OF PROSPECTIVE BUYERS OF PLACED EQUITY SECURITIES................................................................................56 2.9. PROCEDURE OF DISCLOSING INFORMATION ON PLACEMENT AND RESULTS OF PLACEMENT OF EQUITY SECURITIES......57 III. BASIC INFORMATION ON FINANCIAL AND ECONOMIC STATE OF THE ISSUER..................................68 3.1. FINANCIAL AND ECONOMIC PERFORMANCE DATA ........................................................................................................68 3.2. MARKET CAPITALIZATION OF THE ISSUER ....................................................................................................................68 3.3. OBLIGATIONS OF THE ISSUER .......................................................................................................................................68 3.3.1. Accounts payable .................................................................................................................................................68 3.3.2. Credit history of the Issuer...................................................................................................................................68
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