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74,000,000 Shares Offering of Shares and Global Depositary Receipts Offer Price: $25.00 per Share and $25.00 per Global Depositary Receipt This prospectus relates to an offering (the ‘‘Offering’’) by PIK Group, an open joint stock company organized under the laws of Russia (the ‘‘Company’’), of 37,000,000 global depositary receipts (‘‘GDRs’’) representing interests in ordinary shares of the Company with a nominal value of 62.5 rubles each (‘‘Ordinary Shares’’), with one GDR representing an interest in one Ordinary Share, and by FMC Realtors Holding Inc. and IBG Development Group Inc. (together, the ‘‘Selling Shareholders’’) of 23,900,000 Ordinary Shares and 13,100,000 GDRs. Ordinary Shares being offered pursuant to the Offering are referred to herein as ‘‘Shares.’’ The GDRs are being offered in the United States to certain qualified institutional buyers (‘‘QIBs’’), as defined in, and in reliance on, Rule 144A (‘‘Rule 144A’’) under the US Securities Act of 1933 (the ‘‘Securities Act’’), and outside the United States and the Russian Federation in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). The Shares are being offered in the Russian Federation, in the United States to QIBs in reliance on Rule 144A and outside the United States in offshore transactions in reliance on Regulation S. A significant portion of Shares and GDRs is being offered in the Offering to certain institutions in the Russian Federation and elsewhere. See ‘‘Subscription and Sale.’’ The Selling Shareholders have granted to the Joint Global Coordinators an option (the ‘‘Over-allotment Option’’), exercisable within 30 days after the announcement of the offer price, to purchase up to an additional 7,515,000 Ordinary Shares in the form of GDRs at the offer price, solely to cover over-allotments, if any, in the Offering. See ‘‘Subscription and Sale.’’ The Company’s existing Ordinary Shares have been admitted to list ‘‘V’’ on the Moscow Interbank Currency Exchange (‘‘MICEX’’) and the Russian Trading System Stock Exchange (‘‘RTS’’), but are not actively traded. Prior to the Offering described herein, there has been no market for the GDRs. This document, upon approval by the UK Financial Services Authority (the ‘‘FSA’’), comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules of the FSA made under section 73A of the Financial Services and Markets Act 2000 (‘‘FSMA’’). Application has been made (1) to the FSA, in its capacity as competent authority under the FSMA for a listing of 172,641,134 GDRs, consisting of up to 50,100,000 GDRs to be issued on or about June 6, 2007 (the ‘‘Closing Date’’), and up to 122,541,134 additional GDRs to be issued from time to time against the deposit of Ordinary Shares (to the extent permitted by law) with Deutsche Bank Trust Company Americas, as depositary (the ‘‘Depositary’’), to be admitted to the official list of the FSA (the ‘‘Official List’’) and (2) to the London Stock Exchange plc (the ‘‘London Stock Exchange’’), for such GDRs to be admitted to trading on the London Stock Exchange’s regulated market for listed securities. Conditional trading in the GDRs on the London Stock Exchange is expected to commence on an if-and-when-issued basis on or about June 1, 2007. Admission to the Official List and to trading on the regulated market is expected to take place on or about June 6, 2007. All dealings in the GDRs prior to the commencement of unconditional dealings will be of no effect if admission does not take place and will be at the sole risk of the parties concerned. Application has also been made to have the Rule 144A GDRs designated eligible for The PORTAL Market of the Nasdaq Stock Market, Inc. (‘‘PORTAL’’). Trading in the GDRs on PORTAL is expected to commence on or about June 1, 2007. Trading on the London Stock Exchange in the GDRs representing newly issued Ordinary Shares will be subject to cancellation until the placement report for the newly issued Shares being offered by us is registered by the Russian Federal Service for the Financial Markets (the ‘‘FSFM’’). The Company has undertaken that if the placement report is not registered within 60 days after the Closing Date (or such later date as the Company and the Selling Shareholders agree with the Joint Global Coordinators), the Company will deliver to the Depositary the proceeds of the GDRs sold by the Company and the Joint Global Coordinators have agreed to deliver to the Depositary the underwriting commissions related to the GDRs sold by the Company. The Depositary will then distribute the funds thus received by it to the then holders of the GDRs, and cancel a corresponding number of GDRs pro rata or on such other basis as it deems practicable, subject to the terms of the Deposit Agreements (as defined in ‘‘The Offering’’) relating to GDRs. The amount per GDR ultimately returned to such holders of GDRs may be less than the offer price per GDR, and may be subject to withholding taxes and delays. See ‘‘Registration of Placement Report.’’ See ‘‘Risk Factors’’ beginning on page 7 to read about factors you should consider before buying the Shares and GDRs. The GDRs are of a specialist nature and should only be bought and traded by investors who are particularly knowledgeable in investment matters. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. The Shares and the GDRs have not been and will not be registered under the Securities Act and may not be offered or sold within the United States, except to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the Shares and the GDRs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a discussion of certain restrictions on transfers of the Shares and the GDRs, see ‘‘Description of the Global Depositary Receipts’’ and ‘‘Subscription and Sale.’’ The Shares and the GDRs are offered by the Joint Global Coordinators when, as and if delivered to and accepted by the Joint Global Coordinators and subject to their right to reject orders in whole or in part. The GDRs will be evidenced by a Master Rule 144A GDR Certificate registered in the name of Cede & Co., as nominee for The Depository Trust Company (‘‘DTC’’), and a Master Regulation S GDR Certificate registered in the name of BT Globenet Nominees Limited, a nominee for Deutsche Bank AG, London Branch, as common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’), and Clearstream Banking, société anonyme (‘‘Clearstream’’). It is expected that delivery of the GDRs will be made against payment therefore in US dollars in same day funds through the facilities of DTC, Euroclear and Clearstream on or about June 6, 2007. See ‘‘Settlement and Delivery.’’ Joint Global Coordinators and Joint Bookrunners Deutsche Bank Morgan Stanley Nomura International Joint Lead Manager Merrill Lynch International Prospectus dated June 1, 2007 Project12 14/7/06 8:23 am Page 1 [THIS PAGE LEFT INTENTIONALLY BLANK] IMPORTANT INFORMATION By accepting delivery of this prospectus, you agree to the following. This prospectus is being furnished by the Company solely for the purpose of enabling a prospective investor to consider the purchase of the Shares and GDRs. Any reproduction or distribution of this prospectus, in whole or in part, any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Shares and GDRs is prohibited, except to the extent that such information is otherwise publicly available. None of the Managers makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or completeness of any of the information in this prospectus. This prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Selling Shareholders or the Managers that any recipient of this prospectus should subscribe for or purchase the Shares and GDRs. Each potential subscriber or purchaser of Shares and GDRs should determine for itself the relevance of the information contained in this prospectus and its subscription or purchase of Shares or GDRs should be based upon such investigation as it deems necessary. This prospectus, including the financial information included herein, is in compliance with the Prospectus Rules of the FSA, which comply with the provisions of Directive 2003/71/EC (‘‘Prospectus Directive’’) for the purpose of giving information with regard to the Company, the Shares and GDRs. The Company accepts responsibility for the information contained in this prospectus, and having taken all reasonable care to ensure that such is the case, the information contained in this prospectus is, to the best of the Company’s knowledge, in accordance with the facts and contains no omissions likely to affect its import. In making an investment decision regarding the Shares and GDRs, you must rely on your own examination of PIK Group and the terms of the Offering, including the merits and risks involved. You should rely only on the information contained in this prospectus. None of the Company, the Selling Shareholders or the Managers has authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it.

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