Global Ports Investments

This document should be read as a whole. The section of this document entitled “Risk Factors” includes a discussion of certain risk factors which should be taken into account when considering the matters referred to in this document.

GLOBAL PORTS INVESTMENTS PLC (a company organised and existing under the laws of Cyprus) Application for admission of up to 191,056,910 Global Depositary Receipts to the Official List and to trading on the London Stock Exchange’s main market for listed securities

This document (the Prospectus) comprises a prospectus relating to GLOBAL PORTS INVESTMENTS PLC, a company organised and existing under the laws of Cyprus (the Company), and has been prepared in accordance with the Prospectus Rules of the UK Financial Conduct Authority (FCA) (the Prospectus Rules) made under section 73A of the Financial Services and Markets Act 2000 (FSMA). The Prospectus has been approved by the FCA in accordance with section 87A of FSMA and made available to the public as required by Rule 3.2 of the Prospectus Rules and relates to the listing (the Listing) of up to 191,056,910 global depositary receipts to be issued from time to time (the GDRs) of the Company. The GDRs represent interests in ordinary shares of the Company, each with a nominal value of USD0.10 (the Ordinary Shares), and each GDR represents an interest in three Ordinary Shares. The Company has agreed to acquire 100% of the share capital of NCC Group Limited (together with its subsidiaries the NCC Group) (the NCC Acquisition). Because the NCC Acquisition is classified as a reverse takeover under the Listing Rules, upon closing of the NCC Acquisition (Closing), the Company’s current listing on the Official List of the UKLA of all of the GDRs then in issue will be cancelled, and application will be made for the immediate readmission of those GDRs to the official list maintained by the FCA and to the regulated main market of London Stock Exchange plc (London Stock Exchange) (together, Readmission). Application for Readmission will be made to the FCA on or about 20 December 2013 for up to 191,056,910 GDRs to be issued against the deposit of Ordinary Shares, from time to time, with JP Morgan Chase N.A. (the Depositary). The GDRs trade under the symbol “GLPR”. The Ordinary Shares are not, and are not expected to be, listed on any stock exchange. The main market of the London Stock Exchange is a regulated market for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive or MiFID ). The GDRs and the Ordinary Shares (together, the Securities) have not been and will not be registered under the US Securities Act of 1933, as amended (the US Securities Act) and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Securities in the United States. This Prospectus does not constitute or form part of an offer to sell, or a solicitation of an offer to buy, any security. The distribution of this Prospectus may, in certain jurisdictions, be restricted by law and this Prospectus may not be used for the purpose of, or in connection with, any offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised, or to any person to whom it is unlawful to make such an offer or solicitation. Persons into whose possession this Prospectus comes are required to inform themselves of and observe all such restrictions and obtain any consent, approval or permission required. The Company accepts no legal responsibility for any violation by any person, whether or not a prospective investor, of any such restrictions. No action has been or will be taken in any jurisdiction that would permit a public offering of the GDRs or the possession, circulation or distribution of this Prospectus or any other material relating to the GPI Group, the NCC Group, the Enlarged Group or the GDRs in any jurisdiction where action for that purpose is required. Accordingly, the GDRs may not be offered or sold, directly or indirectly, and neither this Prospectus nor any other offering material or advertisements in connection with the GDRs may be distributed or published in or from any country or jurisdiction except under circumstances that

Page 1e would result in compliance with any applicable rules and regulations of any such country or jurisdiction. Neither this document nor any other offering document has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States. The Company is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended (the US Exchange Act). In order to permit compliance with Rule 144A under the US Securities Act in connection with resales of the New Ordinary Shares, the Company agrees to furnish upon the request of a Shareholder or a prospective purchaser from any Shareholder the information required to be delivered under Rule 144A(d)(4) of the US Securities Act if at the time of such request it is not a reporting company under section 13 or section 15(d) of the US Exchange Act and is not exempt from reporting pursuant to Rule 12g3-2(b) thereunder. Rule 144A GDRs are evidenced by the master Rule 144A GDR (the Master Rule 144A GDR), which is registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC). Regulation S GDRs are evidenced by the master Regulation S GDR (the Master Regulation S GDR, which together with the Master Rule 144A GDR, are referred to as the Master GDRs), which is registered in the name of JP Morgan Chase N.A., as nominee for BNP Paribas Securities Services Luxembourg as common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (Euroclear) and Clearstream Banking, société anonyme (Clearstream, Luxembourg). The Ordinary Shares represented by the GDRs are held by HSBC Securities Services, Greece, as custodian (the Custodian), for the Depositary. Except as described herein, beneficial interests in the Master GDRs are held, and transfers thereof are elected only through, DTC, Euroclear and Clearstream, Luxembourg and their direct and indirect participants. Transfers within DTC, Euroclear and Clearstream, Luxembourg are in accordance with the usual rules and operating procedures of the relevant system. NOTICE TO NEW HAMPSHIRE RESIDENTS EITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENCED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE OR NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS SECTION. Notice to all Investors Any reproduction or distribution of this document, in whole or in part, and any disclosure of its contents or use of any information for any purpose other than in considering an investment in the Company is prohibited. By accepting delivery of this document, each recipient agrees to the foregoing. No person has been authorised to give any information or make any representations other than those contained in this document or incorporated by reference herein and, if given or made, such information or representations must not be relied upon as having been authorised by GLOBAL PORTS INVESTMENTS PLC. None of the above take any responsibility for, or can provide assurance as to the reliability of, other information that you may be given. The Company will comply with its obligation to publish a supplementary prospectus containing further updated information required by law or by any regulatory authority but assumes no further obligation to publish additional information. The delivery of this document shall, under any circumstances, create any implication that there has been no change in the affairs of the GPI Group, the NCC Group or the enlarged group comprising GPI Group and NCC Group as it will exist following the NCC Acquisition (the Enlarged Group) since the date of this document or that the information in this document is correct as at any time subsequent to its date.

Page 2 The contents of this document are not to be construed as legal, business or tax advice. Each prospective investor should consult their own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. This document is dated 20 December 2013.

Page 3 CONTENTS

CLAUSE PAGE

SUMMARY...... 5 RISK FACTORS...... 22 IMPORTANT INFORMATION...... 59 THE LISTING...... 65 DIVIDEND POLICY ...... 67 GDR TRADING HISTORY ...... 68 THE NCC ACQUISITION...... 69 INDUSTRY OVERVIEW ...... 72 THE BUSINESS OF THE GPI GROUP ...... 78 THE BUSINESS OF THE NCC GROUP...... 93 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION...... 99 PART A: THE GPI GROUP...... 99 PART B: THE NCC GROUP...... 106 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE GPI GROUP ...... 110 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE NCC GROUP...... 145 HISTORICAL FINANCIAL INFORMATION ...... 172 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION ...... 173 CAPITALISATION AND INDEBTEDNESS STATEMENT...... 182 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE...... 183 TAXATION...... 194 REGULATION ...... 203 SELLING RESTRICTIONS...... 216 SETTLEMENT AND TRANSFER...... 217 DESCRIPTION OF SHARE CAPITAL AND APPLICABLE CYPRIOT LAW...... 220 SIGNIFICANT SHAREHOLDERS AND OTHER INTERESTS ...... 230 MATERIAL CONTRACTS AND RELATED PARTY TRANSACTIONS...... 232 SUMMARY OF PROVISIONS RELATING TO THE GLOBAL DEPOSITARY RECEIPTS WHILE IN MASTER FORM...... 259 TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS ...... 261 INFORMATION RELATING TO THE DEPOSITARY AND DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THE GLOBAL DEPOSITARY RECEIPTS ...... 280 INDEPENDENT AUDITORS ...... 283 ADDITIONAL INFORMATION...... 285 DOCUMENTS INCORPORATED BY REFERENCE...... 288 DEFINITIONS AND GLOSSARY...... 290

Page 4 SUMMARY

Section A - Introduction and Warnings

A.1 Warning This summary should be read as an introduction to the Prospectus; any decision to invest in the securities should be based on consideration of the Prospectus as a whole by the investor; where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the Prospectus before the legal proceedings are initiated; and civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.

A.2 Not applicable; GLOBAL PORTS INVESTMENTS PLC has not consented to the use of the Prospectus for subsequent resale or final placement of securities by financial intermediaries.

Section B - Issuer

B.31/ The legal and The issuer’s legal and commercial name is GLOBAL PORTS INVESTMENTS PLC. B.1 commercial name of the issuer

B.31/ The domicile and The principal legislation under which the Company operates is the Companies Law, B.2 legal form of the Cap. 113 of Cyprus (as amended). issuer, the legislation under which the issuer operates and its country of incorporation

B.31/ A description of, and The GPI Group is the leading container terminal operator serving Russian cargo B.3 key factors relating flows, according to the Association of Sea Commercial Ports (ASOP). The GPI to, the nature of the Group’s main business is container handling. The GPI Group also handles a number issuer’s current of other types of cargo, including cars, roll-on roll-off cargo and bulk cargoes. In operations and its addition, the GPI Group operates an independent oil products terminal. principal activities, The GPI Group’s container terminal operations are located in both the Baltic Sea and stating the main Far East Basins, key gateways for Russian container cargo. The GPI Group’s oil categories of products products terminal is located in the Baltic Sea Basin, a major gateway for fuel oil sold and/or services exports from Russia and other CIS countries. performed and identification of the NCC Group Limited (NCCGL), together with its consolidated subsidiaries (the NCC principal markets in Group) is the second largest container terminals operator in Russia, by gross container which the issuer throughput for 2012, according to ASOP. NCC Group operates two container competes terminals and an inland container terminal in the Baltic Sea Basin. The GPI and NCC Group’s financial results have been impacted by the growth in the Russian container market, the impact of pricing deregulation and foreign exchange movements during the period under review. The GPI Group’s financial results have also been impacted by an impairment charge of USD58,025 recognised in 2012 with respect to the Yanino Logistics Park following a reassessment of growth estimates due to more moderate actual growth of the business than previously expected. The NCC Group’s financial have also been impacted by the commencement of operations at Ust-Luga Container Terminal (ULCT) and shifting by Mediterranean Shipping Company, S.A. (MSC), NCC’s major customer, of its business to a competitor

Page 5 container terminal in which MSC had made an equity investment. The Enlarged Group’s financial results following the closing of the NCC Acquisition will consolidate the NCC Group businesses, throughput levels and capacity utilisation, which can be affected by a number of factors.

B.31/ A description of the The most significant trends affecting the Company and the Russian container transport B.4a most significant industry include: recent trends affecting the issuer · growth of container throughput levels to pre-financial crisis levels due to the rebound of Russia’s economy since the economic downturn in 2008-2009; and and the industries in which it operates · increase in capacity in the market following the development of Container Terminal Saint Petersburg and other terminals.

B.31/ A description of any The recent trends affecting the Company and the Russian container transport industry B.4b known trends include: affecting the issuer the recovery of container throughput volumes; and the industries in · which it operates · the introduction of new capacity; and · competition and consolidation in the market.

B.31/ If the issuer is part of The Company is the parent company of the GPI Group and will be the parent B.5 a group, a description company of the Enlarged Group, which operates through its subsidiaries as set out in of the group and the the below chart: issuer’s position within the group

B.31/ In so far as is known Transportation Investments Holding Limited (TIHL) and its affiliates and APM B.6 to the issuer, the Terminals B.V. (APMT) each hold 37.5% of the Company’s share capital comprising name of any person 88,125,000 Ordinary Voting Shares, or 29.9% of the total Ordinary Voting Shares, who, directly or and 88,125,000 Ordinary Non-voting Shares that are freely convertible to Ordinary indirectly, has an Voting Shares. interest in the issuer’s Following Closing, TIHL and APMT will each control approximately 30.75% of the capital or voting Company’s issued share capital and the Sellers will each own 9% of the Company’s rights which is issued share capital, comprising 51,585,366 Ordinary Voting Shares, and 51,585,364 notifiable under the Ordinary Non-voting Shares. issuers national law, together with the The Company does not anticipate any relationship agreement or similar measure being amount of each such put in place with respect to either TIHL or APMT, nor is it aware of any arrangements person’s interest. between the significant shareholders which may at a subsequent date result in a Whether the issuer ‘s change of control of the Company. major shareholders have different voting rights if any. To the extent known to the issuer, state whether the issuer is directly or indirectly owned or control and by whom and describe the

Page 6 nature of such control.

B.31/ Selected historical GPI Group B.7 key financial information Revenue decreased by USD6,553 thousand, or 2.6%, from USD255,688 thousand for regarding the issuer, the six months ended 30 June 2012 to USD249,135 thousand for the six months ended presented for each 30 June 2013 primarily due to a 14.8% decrease in the revenue of the Oil Products financial year of the Terminal segment, partially offset by a 2.4% increase in the revenue of the Russian period covered by the Ports segment. Revenue increased by USD118,904 thousand, or 31.1%, from historical financial USD382,437 thousand in 2010 to USD501,341 thousand in 2011 primarily due to a information, and any 45.9% increase in revenue from the Russian Ports segment. Revenue increased subsequent interim slightly by USD488 thousand from USD501,341 thousand in 2011 to financial period USD501,829 thousand in 2012 primarily due to a 8.9% increase in revenue from the accompanied by Russian Ports segment. This increase was partially offset by decreases in revenue in comparative data the Oil Products Terminal segment. from the same period in the prior financial Cost of sales increased by USD885 thousand, or 0.7%, from USD122,349 thousand year except that the for the six months ended 30 June 2012 to USD123,234 thousand for the six months requirement for ended 30 June 2013. This increase was primarily due to a 2.6% increase in cost of comparative balance sales in the Russian Ports segment and a 0.4% increase in cost of sales in the Oil sheet information is Products Terminal segment, partially offset by a 15.4% decrease in cost of sales in the satisfied by Finnish Ports segment. Cost of sales increased by USD39,119 thousand, or 19.7%, presenting the year from USD198,509 thousand in 2010 to USD237,628 thousand in 2011 primarily due end balance sheet to an increase in staff costs, transportation expenses, fuel, electricity and gas expenses, information. This the change in cargo mix coming to the Oil Products terminal and an increase in should be purchased services. Cost of sales increased by USD62,179 thousand, or 26.2%, from accompanied by a USD237,628 thousand in 2011 to USD299,807 thousand in 2012 primarily due to an narrative description impairment charge in relation to the Yanino Logistics Park. of significant change to the issuer’s Administrative, selling and marketing expenses increased by USD2,273 thousand, or financial condition 10.9%, from USD20,808 thousand in the six months ended 30 June 2012 to and operating results USD23,081 thousand in the six months ended 30 June 2013. Administrative, selling during or subsequent and marketing expenses increased by USD9,175 thousand, or 30.0%, from to the period covered USD30,618 thousand in 2010 to USD39,793 thousand in 2011, primarily due to an by the historical key increase in staff costs as well as a higher number of administrative employees and financial information legal, consulting and other professional services expenses associated with the GPI Group’s IPO. Administrative, selling and marketing expenses increased by USD3,584 thousand, or 9.0%, from USD39,793 thousand in 2011 to USD43,377 thousand in 2012, primarily due to an increase in staff costs and other expenses, which was partially offset by the decrease in legal, consulting and other professional services expenses which reflected the additional expenses associated with the GPI Group’s IPO. NCC Group Revenue increased by 10.2%, or USD12,191 thousand, from USD119,610 thousand for the six months ended 30 June 2012 to USD131,801 thousand for the six months ended 30 June 2013 mainly driven by increased throughput at First Container Terminal (FCT) and a ramp up of ULCT’s operating activity. Revenue decreased by 20% from USD317.5 million in 2011 to USD253.3 million in 2012 mainly driven by a decrease in revenue from cargo handling and storage services. Revenue increased by 22% from USD260.2 million in 2010 to USD317.5 million in 2011 mainly driven by an increase in revenue from cargo handling and storage services. Cost of sales increased by 6.1%, or USD2,116 thousand, from USD34,637 thousand for the six months ended 30 June 2012 to USD36,753 thousand for the six months

Page 7 ended 30 June 2013 mainly driven by increased throughput at FCT and an expansion of ULCT’s operating activity as well as the acquisition of port operations software development company and its consolidation in NCC Group condensed consolidated accounts and general cost inflation in Russia. In 2011, cost of sales increased by 12%, or USD6.7 million, from USD57.6 million in 2010 to USD64.3 million in 2011 mainly due to general cost inflation in Russia, increased throughput and the appreciation of the Rouble against the US dollar. In 2012, cost of sales increased by USD3.5 million or 5% from USD64.3 million in 2011 to USD67.8 million in 2012 mainly due to effect of cost inflation in Russia, partially offset by decreased throughput and the effect of depreciation of the Rouble against the US dollar. Furthermore, the cost of sales was affected by the full-year effect of the commencement of operations at ULCT, resulting in an increase in costs. Adjusted for exchange rate changes (assuming all costs were in Roubles), cost of sales in 2012 increased by 12.2% as compared to 2011. Selling, general and administrative expenses increased by 3.1%, or USD235 thousand, from USD7,678 thousand for the six months ended 30 June 2012 to USD7,913 thousand for the six months ended 30 June 2013, mainly due to the acquisition of port operations software development company and its consolidation in NCC Group condensed consolidated accounts and general cost inflation in Russia. In 2011, selling, general and administrative expenses increased by USD0.2 million or 2% as compared to 2010 mainly due to the effect that the appreciation of the Rouble against the US dollar had on the US dollar value of the Rouble-denominated costs. In 2012, selling, general and administrative expenses decreased by USD0.7 million or 5% as compared to 2011 mainly due to effect that the depreciation of the Rouble against the US dollar had on the US dollar value of the Rouble-denominated expenses. Staff costs and related taxes increased by USD0.8 million or 9% due to increased number on staff related to the launch of the new ULCT terminal and the effect of wage and salary indexation which was partially offset by a decrease in other expenses by USD0.8 million or 35% mainly due to a decrease in marketing expenses. Selected financial and operating information The selected financial information set forth below as at 30 June 2013 and for the six months ended 30 June 2012 and 2013, and as at and for the years ended 31 December 2010, 2011 and 2012, has been extracted from the GPI Unaudited Interim Financial Information, the GPI Audited Annual Financial Statements, the NCC Unaudited Interim Financial Information, the NCC Audited Annual Financial Statements, respectively as incorporated by reference in this Prospectus. GPI Group Selected consolidated income statement data

Year ended 31 December Six months ended 30 June 2010 2011 2012 2012 2013 (USD in thousands) Revenue...... 382,437 501,341 501,829 255,688 249,135 Cost of sales ...... (198,509) (237,628) (299,807) (122,349) (123,234) Gross profit...... 183,928 263,713 202,022 133,339 125,901 Administrative, selling and marketing expenses ...... (30,618) (39,793) (43,377) (20,808) (23,081) Other gains/(losses)—net ...... 3,641 2,065 (1,387) (1,289) 3,114 Operating profit...... 156,951 225,985 157,258 111,242 105,934 Finance income...... 98 (96) (641) 2,985 2,798 Finance costs...... (14,893) (29,983) (3,019) (13,046) (32,219) Finance income/(costs)—net ...... (14,795) (30,079) (3,660) (10,061) (29,421) Profit before income tax ...... 142,156 195,906 153,598 101,181 76,513 Income tax expense ...... (23,160) (48,973) (30,124) (28,693) (22,798) Profit for the period ...... 118,996 146,933 123,474 72,488 53,715 Attributable to: Owners of the Company ...... 109,390 134,123 107,822 64,439 53,742 Non-controlling interest ...... 9,606 12,810 15,652 8,049 (27) 118,996 146,933 123,474 72,488 53,715

Page 8 Selected consolidated balance sheet data

As at 31 December 2010 2011 2012 As at 30 June 2013 (USD in thousands) Assets Non-current assets ...... 1,073,931 1,115,135 1,141,618 1,091,520 Property, plant and equipment ...... 886,691 889,961 928,043 887,057 Intangible assets...... 171,791 177,281 170,325 160,213 Prepayments for property, plant and equipment ...... 9,693 39,530 30,574 27,109 Trade and other receivables ...... 5,756 8,363 12,676 17,141 Current assets...... 124,094 222,839 167,297 158,639 Inventories...... 6,272 6,290 5,985 6,201 Trade and other receivables ...... 50,876 75,272 57,412 58,503 Income tax receivables ...... 218 325 402 2,339 Bank deposits with maturity over 90 days...... 19,373 3,884 13,854 — Cash and cash equivalents...... 47,355 137,068 89,644 91,596 Total assets...... 1,198,025 1,337,974 1,308,915 1,250,159 Equity and liabilities Equity attributable to the owners of the Company ...... 816,465 954,104 816,774 705,053 Share capital ...... 45,000 47,000 47,000 47,000 Share premium...... 359,920 454,513 454,513 454,513 Capital contribution ...... 101,300 101,300 101,300 101,300 Translation reserve...... (123,370) (163,247) (118,123) (166,086) Transactions with non-controlling interest ...... — — (210,376) (210,376) Retained earnings...... 433,615 514,538 542,460 478,702 Non-controlling interest...... 20,884 21,117 2,512 2,307 Total equity...... 837,349 975,221 819,286 707,360 Non-current liabilities ...... 272,685 267,486 356,686 384,244 Borrowings...... 170,568 154,555 263,295 303,009 Deferred tax liabilities ...... 100,829 110,819 91,392 79,331 Trade and other payables...... 1,288 2,112 1,999 1,904 Current liabilities...... 87,991 95,267 132,943 158,555 Borrowings...... 36,091 52,383 69,814 99,390 Trade and other payables...... 49,318 41,117 47,567 52,145 Current income tax liabilities...... 1,322 1,767 15,562 7,020 Provisions for other liabilities and charges...... 1,260 — — — Total liabilities...... 360,676 362,753 489,629 542,799 Total equity and liabilities...... 1,198,025 1,337,974 1,308,915 1,250,159

Additional financial data* (Non-IFRS)

Years ended 31 December Six months ended 30 June 2010 2011 2012 2012 2013 (USD in thousands, except for percentages) Gross profit margin(1)(4) ...... 48.1% 52.6% 40.3% 52.1% 50.5% Adjusted EBITDA(2)(4) ...... 206,570 282,183 287,906(6) 144,571 137,709 Adjusted EBITDA margin(1)(4) ...... 54.0% 56.3% 57.4% 56.5% 55.3% ROCE(3)(4)(5) ...... 16% 22% 21% —(5) —(5) Cost of sales adjusted for impairment(4)(6) ...... (198,509) (237,628) (241,782) (122,349) (123,234) Total operating cash costs(4)(7)...... (175,867) (219,158) (213,923) (111,117) (111,426) Operating profit adjusted for impairment(4)(8) ...... 156,951 225,985 215,283 111,242 105,934 Profit for the period adjusted for impairment(4)(9) ...... 118,996 146,933 171,191 72,488 53,715 Cash cost of sales(4)(10) ...... (146,117) (180,581) (171,747) (90,912) (89,001)

Page 9 are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Russian market and global ports sector. (5) The Company does not calculate ROCE on a semi-annual basis. (6) Cost of sales adjusted for impairment is defined as cost of sales less impairment charge of property, plant and equipment and impairment charge of goodwill. (7) Total operating cash costs is defined as the GPI Groups’ cost of sales, administrative, selling and marketing expenses, less depreciation of property, plant and equipment, less amortisation of intangible assets, less impairment charge of property, plant and equipment and impairment charge of goodwill. (8) Operating profit adjusted for impairment is defined as revenue less cost of sales adjusted for impairment less administrative, selling and marketing expenses, less other gains/(losses)–net. (9) Profit for the period adjusted for impairment is defined as profit for the period less impairment charge of property, plant, and equipment, less impairment charge of goodwill and plus deferred tax credit related to the impairment. (10) Cash cost of sales is defined as cost of sales, adjusted for impairment less depreciation, amortisation of intangible assets. Selected operating information The table below sets out the total gross throughput for each terminal in which the GPI Group has an ownership interest for the periods indicated. The footnotes to the table describe the GPI Group’s effective ownership interest in each such terminal for such periods.

Gross throughput(1) Six months ended Years ended 31 December 30 June Terminal 2010 2011 2012 2012 2013 Russian Ports Containerised cargo (TEUs in thousands) PLP(2) ...... 541 779 827 409 371 VSC(3) ...... 254 339 397 191 224 Moby Dik(4) ...... 141 227 226 109 112 Total(5)...... 936 1,344 1,450 709 707 Non-containerised cargo Ro-ro (units in thousands)...... 15 22 24 12 10 Cars (units in thousands)...... 45 70 105 54 51 Other bulk cargo(7) (tonnes in thousands) ...... 1,080 878 1,217 570 478 Finnish Ports(4) Containerised cargo (TEUs in thousands) ...... 159 163 178 86 105 Non-containerised cargo Ro-ro (units in thousands)...... 3.6 14.6 11.2 6.5 0.3 Oil products terminal Oil products (tonnes in millions) VEOS(6) ...... 18.2 15.9 10.4 6.1 5.6 ______

(1) Gross throughput is shown on a 100% basis for each terminal, including terminals held through joint ventures and proportionally consolidated. (2) The GPI Group holds a 100% effective ownership interest in PLP and its results have been fully consolidated in the GPI Financial Information for the periods under review. (3) The GPI Group holds a 100% effective ownership interest in VSC and its results have been fully consolidated in the GPI Financial Information for the periods under review. (4) The GPI Group holds a 75% effective ownership interest in Moby Dik, Yanino and the Finnish Ports and has proportionally consolidated 75% of their results in the GPI Financial Information. (5) Total throughput for Russian Ports excludes the throughput of Yanino which, in 2012 and in the first six months of 2012 and 2013, was 63 thousand TEUs, 33 thousand TEUs and 31 thousand TEUs, respectively. (6) The GPI Group holds a 50% effective ownership interest in VEOS and has proportionally consolidated 50% of their results in the GPI Financial Information. (7) Other GPI bulk cargo handled by the Russian Ports includes coal, timber, steel, scrap metal and reefer cargo. NCC Group Selected consolidated statement of comprehensive income data

Year ended 31 December Six months ended 30 June 2010 2011 2012 2012 2013 (USD in thousands)

Revenue ...... 260,215 317,539 253,291 119,610 131,801 Cost of sales ...... (57,590) (64,322) (67,817) (34,637) (36,753) Gross profit ...... 202,625 253,217 185,474 84,973 95,048

Depreciation and amortisation expenses...... (18,045) (20,141) (33,400) (14,646) (17,703) Selling, general and administrative expenses...... (14,904) (15,147) (14,436) (7,678) (7,913) Other (expenses)/income, net ...... (6,777) 9,702 (6,154) (5,087) (2,545) Finance income ...... 5,974 54,892 39,994 21,165 16,840 Finance costs ...... (8,329) (57,286) (71,973) (35,340) (62,892) Foreign exchange gain / (loss), net ...... 3,550 (10,059) 7,848 (2,373) (6,873) Profit before income tax expense ...... 164,094 215,178 107,353 41,014 13,962

Page 10 Income tax expense...... (22,776) (30,735) (27,680) (10,436) (9,848) Profit for the period...... 141,318 184,443 79,673 30,578 4,114 Selected consolidated statement of financial position data

As at 31 December As at 30 June 2010 2011 2012 2013 (USD in thousands)

ASSETS NON-CURRENT ASSETS Goodwill ...... 105,765 100,117 106,127 98,547 Property, plant and equipment ...... 512,531 557,044 579,478 524,102 Finance lease receivables ...... - - 1,833 1,555 Other intangible assets...... 1,580 - - - Loans receivable ...... 755,443 539,502 568,271 583,121 Deferred tax assets ...... 284 576 324 3,692 Other non-current assets ...... 12,266 3,638 1,741 2,578 Total non-current assets...... 1,387,869 1,200,877 1,257,774 1,213,595 CURRENT ASSETS Inventories ...... 3,214 2,810 3,064 2,573 Trade and other receivables...... 27,531 25,591 19,844 24,321 Advances paid and prepaid expenses ...... 4,462 3,770 3,306 2,289 Finance lease receivables ...... - - 480 495 Taxes reimbursable and prepaid ...... 10,429 31,981 3,807 976 Prepaid current income tax...... - - 2,404 44 Loans receivable and time deposits ...... 92 176,244 154,988 172,244 Cash and cash equivalents...... 27,415 60,388 36,971 43,561 Total current assets ...... 73,143 300,784 224,864 246,503 TOTAL ASSETS ...... 1,461,012 1,501,661 1,482,638 1,460,098

EQUITY AND LIABILITIES SHAREHOLDERS’ EQUITY Share capital ...... 9 9 9 9 Share premium ...... 294,995 294,995 294,995 294,995 Retained earnings...... 111,275 192,983 194,303 199,945 Foreign currency translation reserve ...... (48,619) (68,174) (50,463) (76,558) Equity attributable to shareholders of the Parent ...... 357,660 419,813 438,844 418,391 Non-controlling interests ...... (8,005) (1,547) (8,229) (12,602) Total shareholders’ equity...... 349,655 418,266 430,615 405,789

NON-CURRENT LIABILITIES Liability on currency and interest rate swap ...... - - - 29,211 Loans and borrowings ...... 886,527 970,089 700,706 876,737 Deferred tax liabilities ...... 30,493 30,474 36,953 34,347 Long-term obligations under finance leases...... - - 2,094 1,851 Total non-current liabilities...... 917,020 1,000,563 739,753 942,146

CURRENT LIABILITIES Trade and other payables...... 1,886 3,650 3,139 1,514 Loans and borrowings ...... 174,870 71,647 303,035 101,731 Taxes payable...... 12,132 2,711 1,576 2,275 Current income tax payable...... 2,903 1,266 - 1,075 Obligations under finance lease ...... - - 402 410 Other current liabilities and accrued expenses...... 2,546 3,558 4,118 5,158 Total current liabilities...... 194,337 82,832 312,270 112,163 TOTAL LIABILITIES ...... 1,111,357 1,083,395 1,052,023 1,054,309 TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES...... 1,461,012 1,501,661 1,482,638 1,460,098 Additional financial data* (Non-IFRS)

Years ended 31 December Six months ended 30 June 2010 2011 2012 2012 2013 (USD in thousands, except for percentages) Gross profit margin(1)(3)...... 77.9% 79.7% 73.2% 71.0% 72.1% Adjusted EBITDA(2)(3) ...... 181,357 230,765 163,954 71,755 84,749 Adjusted EBITDA 69.7% 72.7% 64.7% 60.0% 64.3% margin (1)(3)...... ______

* The information presented in this table is unaudited and is derived, not extracted from, the NCC Group IFRS financial statements. (1) Gross profit margin and Adjusted EBITDA margin are calculated by dividing gross profit or Adjusted EBITDA (as applicable) by revenue, expressed as a percentage. (2) Adjusted EBITDA is defined as profit for the period before income tax expense, foreign exchange gains/(loss), net, finance costs, finance income and depreciation and amortisation expenses adjusted further certain non-cash or one-off gains and losses included within other income/(expenses), net in Note 8 to each of the NCC Audited Annual Financial Statements and the NCC Unaudited Interim Financial Information. (3) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are presented as supplemental measures of NCC Group’s

Page 11 operating performance, which the Enlarged Group believes are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Russian market and global ports sector. Selected Operating Information The following table sets out NCC Group’s throughput for the years ended 31 December 2010, 2011 and 2012, as well as for the six months ended 30 June 2012 and 2013.

Year ended 31 December Six months ended 30 June 2010 2011 2012 2012 2013 (‘000 TEUs) 525 540 FCT...... 1,160 1,174 1,058 2 21 ULCT ...... - - 11 Total gross marine container throughput...... 1,160 1,174 1,069 527 561 50 50 LT ...... 19 99 113 577 611 Total gross container throughput ...... 1,179 1,273 1,182

B.31/ Selected key pro The following unaudited pro forma statement of net assets and related notes (the B.8 forma financial Unaudited Pro Forma Financial Information) as of 30 June 2013 is presented to information, illustrate the effects of the following transactions: identified as such. (a) acquisition by the GPI Group of the NCC Group (the NCC Acquisition); The selected key pro forma financial (b) the associated borrowings taken by the GPI Group to fund the NCC information must Acquisition; clearly state the fact (c) the issuance of ordinary shares by the Company to the Sellers as part of the that because of its purchase consideration for the NCC Acquisition (the Share Issue); and nature, the pro forma financial information (d) settlement of the loans provided by the NCC Group to related parties of its addresses a shareholders. hypothetical situation and therefore, does The Unaudited Pro Forma Financial Information represents information prepared not represent the based on estimates and assumptions deemed appropriate by the GPI Group; is company’s actual provided for illustrative purposes only in accordance with Annex II of the financial position or Commission Regulation (EC) 809/2004. It does not purport to represent what the results. actual results of operations or financial position of the GPI Group would have been had the NCC Acquisition taken place on 30 June 2013, nor is it necessarily indicative of the results or financial position of the GPI Group for any future periods. Because of its nature, the Unaudited Pro Forma Financial Information is based on a hypothetical situation and, therefore, does not represent the actual financial position or results of operations of the GPI Group. Unaudited Pro Forma Interim Condensed Statement of Net Assets

As at 30 June 2013 Pro forma GPI NCC adjust- Group Group ments Pro forma (1) (2) (3) Group Notes (USD in millions) ASSETS Non-current assets...... 1,091 1,214 502 2,807 Property, plant and equipment...... 887 516 - 1,403 Intangible assets ...... 160 99 1,085 1,344 A Prepayments for property, plant and equipment...... 27 9 - 36 Deferred tax asset ...... - 4 - 4 Trade and other receivables ...... 17 586 (583) 20 B incl. loans to related parties...... 15 583 (583) 15 B Current assets ...... 159 246 (163) 242 Inventories ...... 6 3 - 9 Trade and other receivables ...... 59 199 (172) 86 C incl. loans to 1 172 (172) 1 C

Page 12 related parties...... Income tax receivable ...... 2 - - 2 Cash and cash equivalents ...... 92 44 9 145 D TOTAL ASSETS ...... 1,250 1,460 339 3,049 Non-current liabilities ...... 385 942 238 1,565 Borrowings ...... 304 908 238 1,450 D Deferred tax liabilities...... 79 34 - 113 Trade and other payables...... 2 - - 2 Current liabilities ...... 158 112 55 325 Borrowings ...... 99 102 - 201 D Contingent consideration to the Sellers...... - - 55 55 E Trade and other payables...... 52 9 - 61 Current income tax liabilities...... 7 1 - 8 TOTAL LIABILITIES ...... 543 1,054 293 1,890 NET ASSETS...... 707 406 46 1,159 ______

(1) The financial information for the GPI Group has been extracted, without material adjustments, from the unaudited Interim Condensed Consolidated Financial Information of the GPI Group, prepared in accordance with IAS 34 as adopted by the European Union, as of and for the six months ended 30 June 2013.

(2) The financial information for the NCC Group has been extracted from the unaudited Condensed Consolidated Interim Financial Information of the NCC Group, prepared in accordance with IAS 34, as of and for the six months ended 30 June 2013, which is incorporated by reference into this Prospectus. Certain reclassification adjustments have been made to the NCC Group Interim Consolidated Condensed Financial Information as of and for the six months ended 30 June 2013 in order to align the presentation to be consistent with the GPI Group’s Consolidated Financial Statements.

(3) For details of the adjustments, see “Notes to the Unaudited Pro Forma Financial Information” referred to below in this Summary.

Notes to the I. NCC Acquisition Unaudited Pro The NCC Acquisition will be accounted for using the purchase method of accounting. Forma Financial The GPI Group will recognise in its consolidated financial statements the assets Information acquired and liabilities assumed at their acquisition-date fair values. Consideration paid will be allocated between identifiable tangible and intangible assets, identifiable liabilities and goodwill. Determination of the fair value of the identifiable assets and liabilities will only be completed after the time of the closing of NCC Acquisition, and no fair value estimates are presented as part of the Unaudited Pro Forma Financial Information. For the purposes of the Unaudited Pro Forma Financial Information the excess of consideration over the book value of the net liabilities acquired has been presented as goodwill and other intangibles as follows:

As of 30 June 2013 Notes (USD millions) Cash consideration paid ...... 229 D Contingent consideration to the Sellers ...... 55 E Share consideration ...... 464 Total consideration, net of loans 748 assigned* ...... NCC Group’s net assets acquired at book value ...... 418 Less NCC Group loan receivable due from to a related party of one of the B Sellers assigned to the Group on Closing ...... (583) Less special dividends to settle short-term loans due from related parties of the C Sellers...... (172) Less acquired goodwill of NCC Group ...... (99) A Book value of net identifiable liabilities (436) acquired ...... Goodwill and other intangible assets arising on the acquisition of the NCC 1,184 A Group ......

Page 13 * As per the agreement for the acquisition of the NCC Group, loans due to the NCC Group from a related party of one of the Sellers (USD 583 million as of 30 June 2013) will be assigned to GPI Group by the Sellers on Closing (see also B below). The total consideration payable and the net identifiable assets acquired are shown net of this amount, which will also be eliminated upon consolidation.

At the closing of the NCC Acquisition, the Sellers will receive 17,195,122 GDRs representing 51,585,366 ordinary voting shares credited as fully paid of the Company constituting approximately 9% of its entire issued share capital and 51,585,364 ordinary non-voting shares credited as fully paid, constituting approximately 9% of the entire issued share capital of the Company following completion of the NCC Acquisition, on a fully diluted basis. A total of 103,170,730 new shares are to be issued, to give a total share capital of 573,170,731 issued shares. For the purposes of the Unaudited Pro Forma Financial Information the calculation of the share consideration is based on a closing price for the GDR of USD13.5 per GDR (each GDR represents an interest in three ordinary shares in the Company) quoted on the London Stock Exchange on 18 December 2013. For the purposes of the GPI Group’s consolidated financial statements, the fair value of the share component of the consideration payable shall be determined using market share price as at the time of the NCC Acquisition closing. Accordingly the actual price used for calculation of the fair value of the share component in the GPI Group’s consolidated financial statements may differ from that used for pro forma purposes.

II. Pro forma adjustments to the Unaudited Pro Forma Financial Information A) Goodwill and other intangible assets: This adjustment records the excess of the purchase consideration over the book value of net identifiable liabilities acquired. The total goodwill included in the NCC Group Condensed Consolidated Interim Financial Information as of and for the six months ended 30 June 2013 amounted to USD 99 million and this amount has been deducted from the total net assets of the NCC Group as at that date. B) Trade and other receivables (non-current): Upon closing of the NCC Acquisition, the long-term loan receivable by the NCC Group from the immediate parent company of one of the Sellers will be assigned to the GPI Group. As of 30 June 2013, the amount of this loan was USD 583 million. As such, the amount will subsequently be fully eliminated on consolidation of the Enlarged Group and will not affect the amount of the total consolidated debt. C) Trade and other receivables (current): Prior to the closing of the NCC Acquisition, the dividends declared by NCC Group have been offset the short-term loans receivable by NCC Group from the immediate parent companies of the Sellers, as a non-cash transaction. As of 30 June 2013, the amount of these loans was USD 172 million. D) Borrowings: Long-term bank loan of USD 238 million to finance the cash portion of the purchase consideration of USD 229 million. The USD 9 million excess is recorded as part of “Cash and cash equivalents”. E) Contingent considerations to the Sellers: At closing of the NCC Acquisition, the GPI Group will withhold the Holdback Amount of approximately USD 62 million from the purchase price payable to the Sellers, and will release this amount to the Sellers upon completion of the conversion of the ULCT shareholders loans into equity (or will pay to ULCT on behalf of the Sellers, if the alternative option as described above is pursued by the Sellers at any time prior to 1 September 2014). This contingent consideration payable to the Sellers is recognised as a liability in the Unaudited Pro Forma Financial Information, in the amount of USD 55 million, discounted at the effective interest rate of 8.48%.

B.31/ Where a profit Not applicable. This Prospectus does not contain profit forecasts by the Company. forecast or estimate is

Page 14 B.9 made, state the figure

B.31/ A description of the Not applicable. There are no qualifications in the audit reports on the historical B.10 nature of any financial information qualifications in the audit report on the historical financial information

B.32 Information about The Company and the Depositary entered into a deposit agreement for the issuance of the issuer depositary GDRs (the Deposit Agreement). The Depositary is JPMorgan Chase Bank, N.A. 1 receipts. Name and Chase Manhattan Plaza, Floor 58 New York, NY, 10005-1401 The United States of registered office of America. A copy of the Depositary’s Articles of Association, as amended, together the issuer of the with copies of JPMorgan Chase Bank’s most recent financial statements and annual depositary receipts. report are available for inspection at the Office of the Secretary, JPMorgan Chase & Legislation under Co., located at 270 Park Avenue, New York, New York 10017, United States of which the issuer of America. the depositary receipts operates and legal form which it has adopted under the legislation

Section C – Securities Information about the underlying shares

C.13/ A description of the Not applicable. The Ordinary Shares are not, and are not expected to be, listed on any C.1 type and the class of stock exchange. the securities being offered and/or admitted to trading, including any security identification number

C.13/ Currency of the The Ordinary Shares are issued in US Dollars. C.2 securities issue

C.13/ The number of shares The Company’s issued share capital consists of 293,750,001 Ordinary Voting Shares C.3 issued and fully paid and 176,250,000 Ordinary Non-voting Shares, which are fully paid. The Company’s and issued but not authorised share capital consists of 353,750,000 Ordinary Voting Shares and fully paid. The par 227,835,364 Ordinary Non-voting Shares. value per share, or The Company’s issued share capital after closing of the NCC Acquisition will consist that the shares have of 573,170,731 Ordinary Shares, each with a nominal value of USD0.10 and which not par value are fully paid.

C.13/ A description of All Ordinary Shares have the same rights attaching to them, a summary of which is set C.4 rights attached to the forth below. In this section, Law means the Companies Law, Cap. 113 of Cyprus and securities any successor statute or as the same may from time to time be amended. Issue of shares The issue of the Ordinary Shares and the Ordinary Non-Voting Shares shall be at the discretion of the directors who, upon complying with the provisions of the articles of association and sections 60A and 60B of the Law, may allot or otherwise dispose of any unissued shares in the appropriate manner as regards the persons, the time and, in general, the terms and conditions as the directors may decide, provided that no share

Page 15 shall be issued at a discount, unless as provided in section 56 of the Law. Pre-emption rights Subject to the provisions of section 60B of the Law, all new shares and/or other securities giving rights to purchase shares in the Company, or which are convertible into shares in the Company that are to be issued for cash, shall be offered to the existing shareholders of the Company on a pro-rata basis to the participation of each shareholder in the capital of the Company, on a specific date fixed by the directors. Where the existing shareholders do not exercise their pre-emptive rights, the directors may dispose of these shares in any manner that they deem fit. According to section 60B of the Law, whenever shares will be issued in exchange for a cash consideration, the shareholders have pre-emption rights with respect to such issuance of shares. These pre-emption rights may be disapplied by a resolution of the general meeting which is passed by a two thirds majority if more than half of all the votes are represented at the meeting and by an ordinary resolution if at least half of all the votes are represented at the meeting. The directors have an obligation to present to the relevant general meeting a written report explaining the reasons for the disapplication of the pre-emption rights and justifies the proposed allotment price of the shares. Voting rights Ordinary Shares. Subject to any special rights or restrictions as to voting attached to the Ordinary Shares (of which there are none at present), every holder of Ordinary Shares who is present (if a natural person) in person or by proxy or, (if a corporation) is present by a representative, not himself being a member, shall have one vote and on a poll every holder who is present in person or by proxy shall have one vote for each Ordinary Share of which he is a holder. A corporate member may, by resolution of its directors or other governing body, authorise a person to act as its representative at general meetings and that person may exercise the same powers as the corporate shareholder could exercise if it were an individual member. No shareholder shall be entitled to vote at any general meeting unless all calls or other sums presently owed by him in respect of his shares in the Company have been paid. Ordinary Non-Voting Shares. Holders of Ordinary Non-Voting Shares shall not have the right to receive notice, attend or vote at any general meeting of the Company nor shall be taken into account for the purpose of determining the quorum of any general meeting of the Company unless such right is given to them by the provisions of the Law. A holder of Ordinary Non-Voting Shares may serve a written notice on the directors of the Company requesting that the Ordinary Non-Voting Shares specified in the notice (enclosing the respective share certificates (if any)) are converted into Ordinary Shares. The directors shall effect such conversion by updating the register of members as soon as practically possible but in any event within five Business Days (as defined in the articles of association of the Company) of receiving such notice. Dividend and distribution rights The Company may in a general meeting of shareholders declare dividends, but no dividend shall exceed the amount recommended by the directors. The directors may from time to time and subject to the provisions of section 169C of the Law pay to shareholders such interim dividends (including the fixed dividends payable at fixed times) as appear to the directors to be justified by the Company’s profits but no dividend will be paid otherwise than out of profits or reserves available for distribution. The directors may set aside out of the Company’s profits such sums as they think proper as a reserve or reserves which shall, at the discretion of the directors, be applicable for any purpose to which the Company’s profits may, at their discretion, either be employed in the Company’s business or be invested in such investments

Page 16 (other than the Company’s shares) as the directors may from time to time think fit. The directors may also, without placing the same in the reserve, carry forward to the next year any profits which they may think prudent not to distribute. Variation of rights If at any time the share capital is divided into different classes of shares, the rights attached to any class may, subject to the provisions of sections 59A and 70 of the Law, whether or not the Company is being wound up, be amended or abolished with the sanction of a resolution approved in accordance with the provisions of section 59A of the Law at a separate general meeting of the holders of the shares of the class. The decision shall be taken by a two-thirds majority of the votes, corresponding either to the represented stock or to the represented share capital. Where at least half of the issued capital is represented, a simple majority shall be sufficient. Alteration of capital The Company may by resolution taken in accordance with the provisions of section 60 of the Law: ● increase its share capital by such sum, to be divided into shares of such amount, as the resolution shall prescribe; ● consolidate and divide all or any of its share capital into shares of larger amounts than its existing shares; ● subdivide its existing shares, or any of them, into shares of a smaller amount than is fixed by the memorandum of association subject, nevertheless, to the provisions of Section 60(1)(d) of the Law; and ● cancel any shares which, at the date of the passing of the resolution, have not been taken nor agreed to be taken by any person and diminish the amount of the share capital by the amount of the shares so cancelled. The Company may also, by special resolution, reduce its share capital, any capital redemption reserve fund or any share premium account in any manner and subject to any terms required by the Law but not below the statutory minimum registered capital of EUR25,629. Power to issue redeemable preference shares Subject to the provisions of Section 57 of the Law any preference shares may, with the sanction of an ordinary resolution, be issued on the condition that they are, or at the discretion of the Company by special resolution are liable to be, redeemed on such terms and in such manner as the Company, prior to the issue of such shares, may determine.

C.13/C.5 A description of any The Ordinary Shares which the GDRs represent are freely transferable subject to restrictions on the selling restrictions dictated by applicable laws, contractual lock-ups for certain free transferability of shareholders and provisions contained in the Deposit Agreement. the securities

C.13/C.6 An indication as to Not applicable. The Ordinary Shares are not, and are not expected to be, listed on any whether the securities stock exchange. offered are or will be the object of an application for admission to trading on a regulated market and the identity of all the regulated markets where the securities are or are to be

Page 17 traded

C.13/C.7 A description of the The Company’s current dividend policy provides for the payment of not less than 30% dividend policy. of imputed consolidated net profit for the relevant financial year of the GPI Group. Imputed consolidated net profit is calculated as the net profit for the period of the GPI Group attributable to the owners of the Company as shown in the Company’s consolidated financial statements for the relevant financial year prepared under EU IFRS and in accordance with the requirements of the Cyprus Companies Law, Cap. 113, less certain non-monetary consolidation adjustments.

Information about the global depositary receipts

C.14/ A description of the This Prospectus relates to the Listing of up to 191,056,910 GDRs of the Company to C.1 type and the class of be issued from time to time. Each GDR represents an interest in three Ordinary the securities being Shares. offered and/or The security identification numbers of the GDRs are as follows: admitted to trading, including any Rule 144A GDR ISIN:...... US37951Q1031 security identification Rule 144A GDR CUSIP: ...... 37951Q 103 number Rule 144A SEDOL:...... B666Q27 Regulation S GDR ISIN:...... US37951Q2021 Regulation S GDR Common Code:...... 063985139 Regulation S GDR CUSIP: ...... 37951Q 202 Regulation S SEDOL:...... B50P0M1 London Stock Exchange GDR trading symbol:...... GLPR

C.14/ Currency of the The GDRs are issued in US Dollars. C.2 securities issue

C.14/ A description of the Pursuant to the Deposit Agreement holders of GDRs will be entitled to payments of C.4 rights attached to the cash dividends and other amounts (including cash distributions) in relation to the securities GDRs which will be made by the Depositary through DTC, Euroclear and Clearstream Luxembourg, as the case may be, on behalf of persons entitled thereto, upon receipt of the relevant funds from the Company, net of the Depositary’s fees, taxes, duties, charges, costs and expenses. Any free distribution or rights issue of Ordinary Shares to the Depositary on behalf of the Holders will result in the records maintained by the Depositary being adjusted to reflect the enlarged number of GDRs represented by the relevant Master GDR. Holders of GDRs will have certain voting rights.

C.14/C.5 A description of any The GDRs are freely transferable, subject to the clearing and settlement rules of DTC restrictions on the (in the case of the Rule 144A GDRs) and Euroclear and Clearstream, Luxembourg (in free transferability of the case of the Regulation S GDRs), as applicable, and subject to selling restrictions the securities dictated by applicable laws, contractual lock-ups for certain shareholders and provisions contained in the Deposit Agreement.

C.14 Describe the exercise Payments of cash dividends and other amounts (including cash distributions) in of and benefit from relation to the GDRs will be made by the Depositary through DTC, Euroclear and the rights attaching to Clearstream Luxembourg, as the case may be, on behalf of persons entitled thereto, the underlying upon receipt of the relevant funds from the Company, net of the Depositary’s fees, shares, in particular taxes, duties, charges, costs and expenses. voting rights, the Holders will have voting rights with respect to the Deposited Shares. The Company conditions on which has agreed to notify the Depositary of any resolution to be proposed at a General the issuer of the Meeting of the Company and the Depositary will vote or cause to be voted the depositary receipts

Page 18 may exercise such Deposited Shares in the manner set out in the Deposit Agreement. rights, and measures The Company has agreed with the Depositary that it will promptly provide to the envisaged to obtain Depositary sufficient copies, as the Depositary may reasonably request, of notices of the instructions of the meetings of the shareholders of the Company and the agenda therefor as well as depositary receipt written requests containing voting instructions by which each Holder may give holders - and the instructions to the Depositary to vote for or against each and any resolution specified right to share in in the agenda for the meeting, which the Depositary shall send to any person who is a profits and any Holder on the record date established by the Depositary for that purpose (which shall liquidations surplus be the same as the corresponding record date set by the Company or as near as which are not passed practicable thereto) as soon as practicable after receipt of the same by the Depositary. on to the holder of The Company has also agreed to provide to the Depositary appropriate proxy forms to the depositary receipt. enable the Depositary to appoint a representative to attend the relevant meeting and Description of the vote on behalf of the Depositary. bank or other guarantee attached to Whenever the Depositary shall receive from the Company any cash dividend or other the depositary receipt cash distribution on or in respect of the Deposited Shares (including any amounts and intended to received in the liquidation of the Company) or otherwise in connection with the underwrite the Deposited Property, the Depositary shall, as soon as practicable, convert the same into issuer’s obligations United States dollars. The Depositary shall, if practicable in the opinion of the Depositary, give notice to the Holders of its receipt of such payment, specifying the amount per Deposited Share payable in respect of such dividend or distribution and the earliest date, determined by the Depositary, for transmission of such payment to Holders and shall as soon as practicable distribute any such amounts to the Holders in proportion to the number of Deposited Shares corresponding to the GDRs so held by them respectively, subject to provisions of the Deposit Agreement. If any distribution made by the Company with respect to the Deposited Property and received by the Depositary shall remain unclaimed at the end of three years from the first date upon which such distribution is made available to Holders in accordance with the Deposit Agreement, all rights of the Holders to such distribution or the proceeds of the sale thereof shall be extinguished and the Depositary shall (except for any distribution upon the liquidation of the Company when the Depositary shall retain the same) return the same to the Company for its own use and benefit subject, in all cases, to the provisions of applicable law or regulation. No bank or other guarantee is attached to the GDRs.

Section D – Risks · The Enlarged Group is dependent on the growth of trade volumes. D.2/ Key information on D.4 the key risks that are · The introduction of significant new capacity could result in surplus capacity and specific to the issuer subject the Enlarged Group to intensified price competition and lower utilisation. · The Enlarged Group may be unable to integrate the NCC Group, realise the synergies of the NCC Acquisition and, therefore, be unable to capitalise on the growth opportunities. · Decline in Russia’s exports of oil products and global demand for oil products or any change in trade relationships with Estonia may result in reduction of the revenue and profits of the Oil Products Terminal segment. · Further consolidation or alliances among container shipping companies could enable the Enlarged Group’s customers to exercise greater bargaining power when negotiating with the Enlarged Group. As a result, the Enlarged Group may not be able to maintain or increase its market share and may be forced to lower its prices · Certain of the Enlarged Group’s services are, or were in the past, subject to a maximum tariff rate. The Enlarged Group must obtain permission of the regulatory authorities to increase the maximum tariff rate. Failure to obtain, or delay in obtaining, such permission may adversely affect the Enlarged Group’s profitability and competitive position. In addition, there may be no assurance that the tariff regulation

Page 19 will not be imposed on deregulated services as existed in prior periods. · The Enlarged Group leases a significant amount of the land and quays required to operate its business. Any alteration or termination of these leases or changes to the underlying property rights under these leases could adversely affect the Enlarged Group’s business. · The Enlarged Group’s current operations and future expansion depend on the construction of new quays, dredging of existing quays and canals, and maintenance of quay drafts, which are governed by port and other governmental authorities and are outside of the Enlarged Group’s control. · The Enlarged Group’s ability to substantially increase throughput volumes depends on the ongoing improvement and development of railway and road infrastructure as well as the sufficient cargo flow. · The beneficial shareholders of TIHL have interests in transportation and other businesses that are not part of the Enlarged Group. In addition, Maersk Line, being the Enlarged Group’s largest customer, is an affiliate of APMT. If either APMT or other shareholders of the Enlarged Group exercise their shareholder rights in order to favour other businesses, this may have an adverse impact on the Enlarged Group. · Delays in customs inspections may materially and adversely affect the flow of trade at the Enlarged Group’s terminals and the Enlarged Group’s container throughput volume. · The voting rights with respect to the Ordinary Shares represented by the GDRs D.5 Key information on are limited by the terms of the Deposit Agreement for the GDRs and relevant the key risks that are requirements of Cypriot law. Due to the additional procedural steps involved in specific to the communicating with GDR holders, who receive notice indirectly from the Depositary securities (unlike holders of Ordinary Shares who receive notice directly from the Company), there can be no assurance that GDR holders will receive voting materials in time to enable them to return voting instructions to the Depositary in a timely manner. · Sales of additional GDRs or Ordinary Shares may have an adverse effect on the trading prices of the GDRs as well as the Company’s ability to obtain further capital through an offering of equity securities. As a result, investors who purchase GDRs could lose all or part of their investment in such GDRs. · The Company is not subject to the same takeover protection under Cypriot law as a company which has its registered office, and shares listed on a regulated market, in the United Kingdom. · The Ordinary Shares underlying the GDRs are not listed and may be illiquid.

Section E – Offer

E.1 The total net proceeds The Company will not receive any proceeds, as there is no offer associated with the and an estimate of listing of the GDRs under this Prospectus. The Company expects to incur estimated the total expenses of expenses of USD1.750 million associated with the Listing. the issue/offer, including estimated expenses charged to the investor by the issuer or the offeror

E.2a Reasons for the offer, Not applicable. There is no offer associated with the listing of the GDRs under this use of proceeds, Prospectus. estimated net amount of the proceeds

Page 20 E.3 A description of the Not applicable. There is no offer associated with the listing of the GDRs under this terms and conditions Prospectus. of the offer

E.4 A description of any Not applicable. There are no issue specific interests, including any conflicting interest that is interests. material to the issue/offer including conflicting interests

E.5 Name of the person Not applicable. There is no offer associated with the listing of the GDRs under this or entity offering to Prospectus. sell the security. Lock-up agreements: the parties involved; and indication of the period of the lock up

E.6 The amount and Not applicable. There is no offer associated with the listing of the GDRs under this percentage of Prospectus. immediate dilution resulting from the offer. In the case of a subscription offer to existing equity holders, the amount and percentage of immediate dilution if they do not subscribe to the new offer

E.7 Estimated expenses Not applicable. No expenses will be charged to the investor. charged to the investor by the issuer or the offeror

Page 21 RISK FACTORS An investment in the GDRs involves a high degree of risk. Prospective investors should consider carefully, among other matters, the risks set forth below and the other information contained elsewhere in this Prospectus prior to making any investment decision with respect to the GDRs. The risks set forth below could have a material adverse effect on the Enlarged Group’s business, financial condition, results of operations, prospects or the price of the GDRs. This section describes the material risks that are known to the Enlarged Group as at the date of the Prospectus. The description of the risks set forth below does not purport to be an exhaustive description of all risks that the GPI Group and the NCC Group face and that the Enlarged Group will face following Closing. Additional risks that are not known to the Enlarged Group at this time, or that it currently believes are immaterial, could also have a material adverse effect on the Enlarged Group’s business, financial condition, results of operations or future prospects and the trading price of the GDRs. The order in which the following risks are presented is not intended to be an indication of the probability of their occurrence or the magnitude of their potential effects.

RISKS RELATING TO THE ENLARGED GROUP’S BUSINESS AND INDUSTRY The Enlarged Group is dependent on the growth of trade volumes and, accordingly, on economic growth and the liberalisation of trade. The development of Russian domestic and global trade volumes, and in particular container volumes, is an important determinant of the Enlarged Group’s cargo volumes and, consequently, the development of its revenue and profits. During the global financial crisis, the company and the container shipping industry as a whole experienced declines in annual container handling volume. According to ASOP, Russian container throughput volumes began recovering in 2010 and in 2011 outperformed the maximum level reached in 2008. In 2012 and in the first six months of 2013, Russian containers throughput volumes grew by 9.1% and 7.3%, respectively, according to ASOP. A delay in or obstruction of the further liberalisation of trade with the markets from which the Enlarged Group receives cargo or to which cargo passing through its terminals is shipped, slowing economic growth (due to factors such as economic fluctuations, wars, natural disasters or internal developments such as political realignments) or the imposition of new trade barriers (such as rail, road and other tariffs; minimum prices; export subsidies and import restrictions or duties) in Russia or globally could lead to lower growth or a decline in the volume of Russian and world trade and, consequently, to a decline or slower growth in worldwide and Russian annual and other cargo container handling. Given the Enlarged Group’s dependence on the volume of container traffic, such developments could materially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. The introduction of significant new capacity could result in surplus capacity and subject the Enlarged Group to intensified price competition and lower utilisation. Prior to the global decrease in container throughput in 2009 as a result of the global economic crisis, the volume of global and Russian container throughput had increased continuously from 2000 to 2008 as a consequence of the strong increases in world and Russian trade. From 2010 through the first six months of 2013, volumes grew significantly. Because the Enlarged Group derives a substantial portion of its revenue from the handling of containers, its future revenues and profits will depend on the continued growth of container shipping volumes and overall container handling capacity in the region. The scarcity of capacity in recent years has stimulated the development of plans for new terminals, the expansion of existing terminals and the conversion of general cargo terminals to container terminals, including the development of Container Terminal Saint Petersburg, which demonstrated a rapid increase in capacity utilisation to more than 75% in 2012, according to ASOP and Container Terminal Saint Petersburg own estimates. The Enlarged Group’s ability to ensure that capacity is utilised is dependent on demand for its services and the capacity provided by other providers in the area. If ULCT does not reach adequate utilisation, the Enlarged Group may fail to recover its costs of developing ULCT and/or realise a return on its investment. Alternatively, the Enlarged Group may have to transform ULCT and change its focus from containerised cargo to different types of cargoes, thus incurring additional costs. In addition, some of the Enlarged Group’s competitors plan to introduce or have recently introduced significant new annual container handling capacity, such as at the Container Terminal St. Petersburg in

Page 22 Risk Factors the Big Port of St. Petersburg and the Port of Bronka in the vicinity of the Gulf of Finland, at a new container and oil products terminals, such as OAO Rosneftebunker, a new oil product handling facility in the port of Ust-Luga commissioned in 2011, and at terminals in other regions in Russia, such as in the Black Sea Basin. Also, the Russian container handling industry has a track record of developing “brownfield” projects into container handling terminals. The Enlarged Group believes that this practice will continue in the future, resulting in terminals that specialise in different types of cargo focussing on container handling instead. Further development of the “brownfield” project will result in introduction of further container handling capacity on the Russian market. For oil products handling in the Baltic Sea Basin, increased competition could also arise from existing terminals if those terminals cease to focus primarily on throughput from the oil companies or oil traders who own them and seek throughput from other sources such as third party oil companies and brokers, particularly if ownership of those terminals were to change. These developments could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. The NCC Acquisition and other possible expansions through acquisition entail certain risks, and the Enlarged Group may be exposed to unexpected risks and experience problems realising the intended benefits of the NCC Acquisition or other potential acquisitions. The GPI Group has expanded its operations through the acquisition of NCC Group and may, in the future, expand its operations through additional acquisitions, including the exercise of the call option to acquire Illichevsk Container Terminal (CTI). The NCC Acquisition and any future acquisitions that the Enlarged Group may undertake entail certain risks, including the failure to realise the expected benefits of the acquisitions and the incurrence of unexpected risks and obligations. The GPI Group conducted due diligence in preparation for the NCC Acquisition, however it is possible that legal, tax and operational risks of the NCC Group, some of which may be unknown to the Company at the time of the acquisition, may materialise or have more severe consequences than expected. For example, tax, legal, regulatory and other positions that the NCC Group has taken may be challenged by the relevant authorities, resulting in claims for additional tax and/or penalties, or the Enlarged Group may not be able to obtain the benefits of them. While the Company is indemnified by the Sellers under the terms of the NCC Acquisition Agreement for certain potential losses, there can be no assurance that a risk that materialises is covered by the indemnity, that the assessment and indemnification of such losses will not be disputed and that the Sellers will, in fact, make the Company whole for such a loss. Acquisitions are also subject to the risk that the target is overvalued and thus the payment of consideration is greater than the acquisition’s market value. For example, the Enlarged Group may be unable to realise certain tax reliefs associated with NCC Group’s operations due to changes in tax authority judgements and practices. In addition, the Enlarged Group may be unable to exercise the call option to acquire CTI, or, if exercised, the Enlarged Group may be required to make additional capital investment and may fail to realise the benefits of its investment in CTI. Any exercise of the call option, will expose the Enlarged Group to risks and uncertainties in connection with financing and operating the CTI business. Acquiring additional businesses could also place increased pressure on the Enlarged Group’s cash flows, the incurrence of significantly higher than anticipated financing-related risks and operating expenses, especially if the acquisition is paid for in cash. Further, if an acquisition is not completed, this may adversely impact the Enlarged Group’s strategic objectives. If any such risks materialise in conjunction with an acquisition, this could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. In addition, the Enlarged Group may experience problems in integrating the NCC Group and other acquisitions into its business and managing them optimally and such integration may place a strain on management resources. See “—The integration of the NCC Group and further expansion of the Enlarged Group’s business may place a strain on its resources and subject it to additional risks”. The acquisition of operations located outside of the areas in which the Enlarged Group currently operates can expose the Enlarged Group to the risks of operating in new geographies. For example, the exercise of the CTI option would expose the Enlarged Group to risks associated with operating in Ukraine, including political, economic, legal and judicial instability.

Page 23 Risk Factors

The above could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The integration of the NCC Group and further expansion of the Enlarged Group’s business may place a strain on its resources and subject it to additional risks. The success of the Enlarged Group’s business strategy is dependent, among other things, on the successful integration of the NCC Group and the successful expansion of the Enlarged Group’s operations. The integration of the NCC Group and expansion also may put a strain on the Enlarged Group’s management resources, distracting the Enlarged Group’s managers from their current tasks and/or require additional management resources to be deployed by the Enlarged Group. Although the Enlarged Group believes that its current managerial, administrative, technical and financial resources are capable of supporting its recent and proposed future expansion, there can be no assurance that the Enlarged Group’s existing resources will be sufficient for this purpose, or that the Enlarged Group will be able to acquire necessary additional resources on commercially acceptable terms or at all. In particular, there can be no assurance that the Enlarged Group’s existing sales, logistics and dispatching capabilities, which are key for the efficiency and reliability of the Enlarged Group’s business, will continue to support the Enlarged Group’s business at the requisite levels of efficiency during the integration of the NCC Group if and when the Enlarged Group’s cargo handling capacities, operational reach and clientele are expanded as contemplated by the Enlarged Group’s strategy. Any failure by the Enlarged Group to acquire, maintain and deploy adequate management, sales, logistics, administrative, technical and financial resources to support its expansion, could undermine the Enlarged Group’s business strategy. In addition, the Enlarged Group may experience problems in integrating acquired businesses, including the NCC Group, into its business and managing them optimally. These risks include failing to effectively assimilate and integrate the operations and personnel of an acquired company into the Enlarged Group’s business, failing to install and integrate business systems, including logistics and distribution facilities and arrangements, conflicts between majority and minority shareholders, hostility and/or lack of cooperation from the acquisition’s management and the potential loss of the acquired company’s customers. Moreover, the broader disruptions in operations and the strain on management resources, including the diversion of attention from management’s normal day-to-day business, that often occur in conjunction with an acquisition may impose significant costs on the Enlarged Group. If the Enlarged Group experiences problems arising from the integration of acquired businesses, including the NCC Group, this could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s oil products business could be affected by changes in Russia’s exports of oil products and handling of such exports at its oil products terminal in Estonia, a decline in global demand for oil products or in Russian oil product export volumes or any change in trade relationships with Estonia. In 2010, 2011, 2012 and in the first six months of 2013 the GPI Group derived 35%, 29%, 23% and 22.8%, respectively, of its consolidated revenue from the Oil Products Terminal segment from the handling and transport of oil products through the VEOS terminals and expects this segment to continue to contribute a substantial proportion of its revenue in the future. Any reduction in global demand for oil products, Russian refined products output, any restrictions imposed by Russian Railways, increases in trade barriers between Russia and Estonia, restrictions placed on Russian trade, changes in the Russian fiscal regime for refined and/or crude oil products or changes in the Russian government’s oil export policy could result in a reduction in oil products supplied from Russia to the international markets through the VEOS terminals. Additionally, any new regulations in destination countries limiting the sulphur content of fuel oils could result in a decrease in demand for Russian fuel oil (as it has a high sulphur content) and thus for VEOS’s services for shipping to particular countries. Changes in oil refining technology and further investment in refinery assets and technology may make it possible for Russian refineries to crack fuel oil further, thereby reducing the supply of fuel oil available for export. Any such reductions in demand or supply or changes in trade barriers, regulations or policy could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs.

Page 24 Risk Factors

The Enlarged Group may be subject to increasing competition from other container and oil products terminals, and consolidation between container terminal operators and container shipping companies may enable the Enlarged Group’s competitors to compete more effectively. The container terminal industry has in recent years experienced, and continues to experience, significant consolidation, both internally and with the container shipping industry. Consolidation within the container terminal industry results in the Enlarged Group having to compete with other terminal operators that may be larger and have greater financial resources than the Enlarged Group and therefore may be able to invest more heavily or effectively in their facilities or withstand price competition. Consolidation between competitor container ports and container shipping companies could also have the effect of reducing the number of shipping customers available to the Enlarged Group and increasing the access that its competing ports have to the major shipping lines. For example, certain major shipping lines, such as Mediterranean Shipping Company, S.A. (MSC), Evergreen and CMA CGM, have equity investments in container terminals in some countries. Following MSC’s recent investment in Container Terminal St. Petersburg, MSC shifted its cargo volumes from FCT. If these major shipping lines were to seek to further expand these operations and purchase existing Russian terminals or partner with the Enlarged Group’s competitors to obtain greater access to Russian terminals, competition may intensify in the Russian container handling market, which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Further consolidation or alliances among container shipping companies could enable the Enlarged Group’s customers to exercise greater bargaining power when negotiating with the Enlarged Group. Cost pressures, caused by higher fuel costs and low cargo shipping rates due to substantial increases in capacity are factors that may contribute to the trend towards consolidation among shipping companies. If the Enlarged Group’s customers experience future market concentration or increases in their market share, the market power and the bargaining power of the surviving larger shipping companies vis-à-vis the Enlarged Group would increase. For example, in June 2013, Maersk Line, MSC and CMA CGM, the leaders in the industry in terms of capacity, agreed to set up of an operational alliance, known as P3 which could lead to additional challenges for the Enlarged Group if the participants in P3 direct their container shipping business to terminals in which they have an equity interest. If the Enlarged Group experiences a reduction in its market power vis-à-vis shipping companies, it may not be able to maintain or increase its market share and may be forced to lower its prices, which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s growth depends on substantial capital investment and it may not have sufficient capital to make, or may be restricted by covenants in financing agreements from making, future capital expenditures and other investments as it deems necessary or desirable. Although the NCC Acquisition has provided the Enlarged Group with significant additional capacity to accommodate throughput growth with reduced capital expenditure outlays in the next few years, continued growth depends on capital and other long-term expenditures, including investment in CTI should the Enlarged Group exercise the call option to be obtained as part of the NCC Acquisition. In the past the Enlarged Group has financed these expenditures through a variety of means, including internally generated cash and external borrowings. In the future, the Enlarged Group may use various sources, including internally generated cash and banking and capital markets financings, to manage its balance sheet and meet its financing requirements. The Enlarged Group’s ability to arrange external financing and the cost of such financing depend on many factors, including the Enlarged Group’s future financial condition, general economic and capital market conditions, interest rates, credit availability from banks or other lenders, investor confidence in the Enlarged Group, applicable provisions of tax and securities laws and political and economic conditions in any relevant jurisdiction. In addition, the Enlarged Group may be subject at such time to restrictive covenants under financing arrangements that restrict its ability to borrow funds or undertake capital expenditures in amounts and at times that the Enlarged Group deems necessary or desirable or when specified by construction timelines contained in arrangements for new facilities.

Page 25 Risk Factors

If the Enlarged Group were unable to generate or obtain funds sufficient to make capital expenditures, investments or acquisitions, or if restrictions in financing and other arrangements did not permit it to use available funds for such purposes, the Enlarged Group’s growth prospects could be materially impaired and it business, results of operations, financial condition or prospects and the trading price of the GDRs could be materially adversely affected. Tariffs for certain services at certain of the GPI Group’s terminals are, or have been in the past, regulated by the Russian federal government and, as a result, the tariffs charged for such services are subject to a maximum tariff rate unless the Enlarged Group obtains permission to increase the maximum tariff rate. Petrolesport, VSC OOO, and FCT like many other Russian seaport operators, are classified as natural monopolies under Russian law and Moby Dik and ULCT may be similarly classified in the future. As a matter of Russian law, tariffs for stevedoring services, including cargo handling and storage services, rendered by natural monopolies, are subject to regulation by the Federal Tariff Service (the FTS). The FTS regulates the maximum tariff rates that terminal operators may charge for regulated services. In mid-2010, the FTS abolished tariff regulation with respect to cargo handling and storage services at terminals located in the Big Port of St. Petersburg, including PLP and FCT. However, in doing so, the FTS noted that the abolition of tariff regulation was an experiment and that, subject to certain conditions, the tariff regulation may be reinstated. VSC is currently the only terminal of the GPI Group subject to tariff regulation. There can be no assurance, however, that the FTS will not impose tariff regulation in the St. Petersburg region as existed in prior periods or in some other form that would affect the prices PLP and FCT may charge its customers in the future. Tariffs from the provision of regulated services generate a substantial proportion of VSC’s revenue and in the past, generated a substantial proportion of PLP’s and FCT’s revenues. In the six months ended 30 June 2013, approximately 15.0% of the GPI Group’s revenue was attributable to services with regulated maximum tariffs. VSC currently charges tariffs that are near to the maximum rate permitted for its terminal by the FTS. Should VSC wish to increase the tariffs charged for its cargo to rates that exceed the current FTS maximum, it would have to apply to the FTS for such an increase. If VSC was to experience a rapid and/or unanticipated increase in costs, its profitability may be adversely affected unless and until increased maximum tariffs are approved. Similarly, VSC would not be able to take advantage of its leading market positions in the Far East of Russia by increasing its maximum tariff rates in response to increased demand without FTS approval. There can be no assurance that the FTS will respond promptly to any request VSC may make to increase maximum tariff rates, or at all. Further, the FTS may pursue policy objectives which are inconsistent with requests for increased rates, and accordingly there can be no assurance that the FTS will grant any request VSC may make, in whole or in part. The imposition of tariff regulation on PLP, FCT, Moby Dik, or ULCT or any delay in or refusal to grant requests for increased maximum tariffs for VSC could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The NCC Group has not operated as a public company and may have weaknesses in its accounting and reporting systems and the internal controls as well as other public company systems and procedures which may need to be addressed during the integration with GPI Group. The NCC Group has been a private company and has not been required to have the accounting policies, procedures and practices that are usual for a public company. Following the NCC Acquisition, the GPI Group will need to integrate NCC Group’s operations including its financial reporting function to bring them in line with those of the broader group. This integration may be challenging, expensive and time consuming for the Enlarged Group’s management and may divert their attention from the day-to-day management of the Enlarged Group’s businesses. In particular, the NCC Group’s accounting and reporting systems are not as sophisticated or robust as those of companies with a history of reporting publicly and under IFRS. Each of NCC Group’s Russian subsidiaries, like GPI’s Russian subsidiaries, prepares financial statements under Russian accounting standards. The preparation of consolidated IFRS financial statements for the Enlarged Group involves, first, the transformation of the statutory financial statements of these companies into IFRS financial statements through accounting adjustments and, second, the consolidation of all such financial statements. This process is complicated and time- consuming, and requires significant attention from the Enlarged Group’s senior accounting personnel. Particularly in light of the Enlarged Group’s past and planned growth, the preparation of annual or

Page 26 Risk Factors interim IFRS financial statements may require more time than it does for other companies and such financial statements may be subject to a greater likelihood of misstatements. Accordingly, the Enlarged Group may be required to recruit additional qualified personnel with IFRS accounting expertise. Because there is a limited pool of such personnel in Russia, it may be difficult for the Enlarged Group to hire and retain such personnel. The management time necessary to comply with public company obligations and the expense of hiring and retaining qualified personnel could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. Notwithstanding above, the Company believes that its financial systems are sufficient to ensure compliance with the requirements of the UKLA’s Disclosure and Transparency Rules as a listed entity. The Enlarged Group leases a significant amount of the land and quays required to operate its business. Any alteration or termination of these leases or changes to the underlying property rights under these leases could adversely affect the Enlarged Group’s business. The Enlarged Group’s container terminals in Russia lease the majority or, in the case of VSC, all their quays, and Moby Dik leases the majority of its terminal land and all of its quays, from Rosmorport and the St. Petersburg Committee on Property Management, as applicable, under lease arrangements that are subject to the Federal Law “On Seaports in the Russian Federation and Introduction of Amendments to Certain Acts of Legislation of the Russian Federation” No. 261-FZ dated 8 November 2007, as amended (the Seaports Law). The agreements that govern these arrangements contain provisions that allow Rosmorport and the St. Petersburg Committee on Property Management to terminate the agreement in certain circumstances, such as negligence in maintenance of quay development or failure to meet health, safety and environmental regulations. The lease of VSC’s quays is scheduled to expire in 2061 while PLP and Moby Dik’s leases expire in 2057 and 2055, respectively. VEOS uses significant parts of the land underlying its terminals under long-term building title agreements expiring between 2032 and 2056, and uses the quays at the port of Muuga under cooperation agreements and personal right of use agreements with the port of Tallinn, the operator of the port of Muuga, expiring in 2020 (with an option to extend for a further ten years), 2032 and 2034. MLT Kotka leases the land underlying the terminal from the port of Kotka under a lease agreement that runs indefinitely, subject to six months’ notice to terminate by either party MLT Helsinki uses the land underlying the terminal under an agreement between MLT and the port of Helsinki for a fixed term of five years ending in 2018, the additional five-year renewal periods subject to approval by the port of Helsinki. Whilst the Enlarged Group anticipates that the lease for MLT Helsinki will be extended for the additional five-year period, there is no guarantee that the lease will be extended for further periods. ULCT sub-leases land that would be required for its expansion from Ust-Luga Company OJSC and Transport and Logistics Complex OJSC, entities outside the NCC Group, under short-term lease arrangements. These companies are leasing the land from the Russian Federal Agency for Management of Government Property. If these short-term lease agreements are terminated and the plots are leased out to third parties, including potential competitors, ULCT will be unable to develop the second and third stages of ULCT as contemplated, which would limit the Enlarged Group’s ability to expand its container handling capacity at ULCT and fully realise the benefits of the NCC Acquisition. There can be no assurance that each relevant member of the Enlarged Group will be able to renew its lease agreements with the relevant lessors upon their expiration on commercially reasonable terms, if at all, or that where required, it would be the winning bidder in any competitive process of one or more of the existing concessions. Further, even if the lease agreements are renewed, there can be no assurance that the rent will not be increased or other terms of the leases will not become more onerous or less attractive to the Enlarged Group. Any loss of or failure to renew a lease agreement, an increase in rental fees or changes in terms could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. In addition, the Enlarged Group may face risks arising from uncertainties with respect to, or disputes about the nature or establishment of, property rights and rights under its lease agreements. Such rights may be subject to modification under, or vulnerable to changing interpretations of, Russian law. For example, FCT leases a land plot which third parties have claimed rights to and, have built immovable structures on. While the NCC Group disputes the validity of these third party claims, should the current lease agreement be restated or materially altered to change the boundaries of any of the land plots leased under it, FCT may be unable to continue to conduct its business as it has in the past or, unless an

Page 27 Risk Factors alternative can be found, at all. Furthermore, the rights of lessors like the Enlarged Group can be curtailed or defeated if there are changes in the nature of the registration or characterisation of property. Any of the above could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. FCT may be unable to realise the benefits of the leasehold interest to one of its berths. FCT leases Berth 86, which is used for container handling and accounts for a substantial portion of FCT’s container throughput, from Research Institute of Arctic and Antarctic (the Research Institute). This lease has a five year term that expires in December 2018. The Enlarged Group believes that an extension of the lease up to 2028 may be negotiated. Under the terms of the current lease, the Research Institute may, notwithstanding FCT’s leasehold interest, use Berth 86 for its own purposes for a substantial period of time for mooring and servicing of its vessels. Any such use of the berth by the Research Institute may limit FCT’s ability to use the berth for container handling, which in turn could limit FCT’s container throughput capacity or increase FCT’s costs. The Enlarged Group’s current operations and future expansion depend on the construction of new quays, dredging of existing quays and canals, and maintenance of quay drafts, which are governed by port and other governmental authorities and are outside of the Enlarged Group’s control. The Enlarged Group’s ability to operate and expand depends on the construction of new quays, dredging of existing quays and access channels and the continuous maintenance of its quay drafts. In addition, in order to accommodate the larger vessels that the Enlarged Group anticipates it will need to service as trade in the Baltic Sea Basin and the Far East Basin expands, the depth of drafts and access channels will need to be increased. The maintenance of quays, access channels and drafts; the creation of new quays and increases in the depth of drafts and access channels are not always within the control of the Enlarged Group and depend, in part, on whether port and other governmental authorities make necessary investments. Any failure of the port and other governmental authorities to make such investments could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s ability to substantially increase throughput volumes depends on the ongoing improvement and development of railway and road infrastructure as well as the ability of private and state-controlled rail and truck operators to arrange inbound and outbound transportation of sufficient cargo flow. The Enlarged Group’s customers depend in large part on the rail freight network operated by the Russian state-owned railway monopoly, Open Joint-Stock Company Russian Railways (Russian Railways), to transport cargoes between the Enlarged Group’s facilities and Russian and other CIS exporters and importers. The Russian railway system is subject to risks of disruption as a result of the declining physical condition of its rail tracks and facilities, a shortage of rolling stock, the poor maintenance and propensity for breakdowns of such rolling stock and temporary brown-outs of electric current to rail lines, and may, potentially, be subject to disruptions, for example due to train collisions or derailments. Similar risks also exist in respect of the Estonian rail infrastructure upon which the Enlarged Group and its customers rely to transport oil products to the VEOS terminals. The Enlarged Group’s customers also depend on Russia’s highway system for the transport of cargoes to and from the Enlarged Group’s Russian facilities by road. The Russian highway system is likewise subject to risks of disruption as a result of its deteriorating physical condition resulting from increasingly heavy use, adverse weather conditions and poor quality and insufficient maintenance. There can be no assurance that the Russian government will implement its ongoing infrastructure modernisation programme as currently planned. Any failure of the Russian or Estonian railway infrastructure operators to upgrade rolling stock and expand rail lines, or of the federal, regional and local governments to carry out necessary road repair, maintenance and expansion, could adversely affect the cargo volumes that are or can be delivered to or from the Enlarged Group’s facilities, which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs.

Page 28 Risk Factors

The Enlarged Group is exposed to certain execution risks in respect of the expansion and development of new or existing terminals. In the medium to long term, the Enlarged Group plans to expand the capacity of its terminals when market demand warrants additional investment. Expansion and construction projects require substantial capital expenditures throughout the development, construction and upgrading phases and may take months or years before they become operational, during which time the Enlarged Group is subject to a number of construction, operating and other risks beyond its control, including shortages of and price inflation in respect of materials, equipment and labour, failures of sub-contractors to complete works according to specification or the timetable, inadequate infrastructure in the local area including as a result of failure by third parties to fulfil their obligations relating to the provision of utilities and transportation links needed for the project, an inability to secure the necessary permissions, permits, approvals or other governmental licences and adverse weather conditions, any of which could result in costs that are materially higher than initially estimated by the Enlarged Group and may negatively affect the Enlarged Group’s ability to complete its current or future projects on schedule, if at all, or within the estimated budget. If the Enlarged Group were to undertake greenfield projects, it could face the aforementioned risks in addition to risks associated with gaining local permissions and upgrading local infrastructure, which may require long lead times. As a result, the Enlarged Group may not achieve the anticipated increases in capacity associated with such projects on time or at all. Further, there can be no assurance that the revenues that the Enlarged Group is able to generate from its projects will be sufficient to cover the associated construction and development costs or that it will be able to meet its financial targets for such projects. The Enlarged Group may also miscalculate the demand for such increases in capacity which could lead to these investments being unprofitable. Any of the above factors could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Inflation could increase the Enlarged Group’s cost base. The Russian economy has recently experienced relatively high rates of inflation. The consumer price index was 8.8% in 2010, 6.1% in 2011 and 6.6% in 2012, according to Rosstat. Certain of the Enlarged Group’s costs, such as utilities costs and, in particular, wages, are sensitive to rises in general price levels in Russia. See “—The Enlarged Group may be adversely affected by wage increases in Russia”. However, due to competitive pressures, if the Enlarged Group’s costs continue to increase the Enlarged Group may not be able to pass along the costs to its customers. Accordingly, if high rates of inflation continue, there can be no assurance that the Enlarged Group will be able to maintain or increase its margins, given the effect of such cost increases, which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group may be adversely affected by wage increases in Russia. Wage costs currently represent the Enlarged Group’s single most significant cost item, accounting for a substantial portion of the Enlarged Group’s total costs. Wage costs in Russia have historically been significantly lower than wage costs in some of the more developed market economies of North America and Western Europe for similarly skilled employees, which until recently, provided Russian businesses with a significant labour cost advantage. However, the Enlarged Group’s wage costs have increased significantly in recent years as wage costs have increased generally in Russia, at times at a rate in excess of the rate of inflation. In addition, most of the Enlarged Group’s Russian employees are members of labour unions, and PLP, VSC and the Finnish Ports have collective bargaining agreements covering most of their employees. The collective bargaining agreements covering employees at PLP and the Finnish Ports expire in December 2015 and January 2014, respectively. The collective bargaining agreement covering employees at VSC is scheduled to expire in December 2013, and the GPI Group is currently negotiating new collective bargaining agreement at this terminal. There can be no assurance that the renegotiation of these agreements will not result in a material increase in wages for employees at those terminals. The collective bargaining agreement at FCT is due to expire in July 2014. The current terms of the NCC collective bargaining agreement are viewed as less favourable to the Enlarged Group than the terms in at other of the GPI Group’s terminals. There can be no assurance that the renegotiation of collective bargaining agreements for NCC Group or GPI Group will be on more favourable terms for the Enlarged Group and will not result in a material increase in wages for employees at those terminals.

Page 29 Risk Factors

Due to increasing levels of competition in the Russian container terminal ports industry, the GPI Group has experienced challenges in recruiting and retaining employees with appropriate skills, including core operations personnel in St. Petersburg and at VSC as well as administrative staff at VSC. The Enlarged Group may need to increase the levels of its employee compensation more rapidly than in the past to remain competitive. There can be no assurance that the Enlarged Group will be able to effect commensurate increases in the efficiency and productivity of its employees, or to pass on the extra costs to customers through increases in its prices, and if it is unable to do so, any such wage increases could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. Industrial action or adverse labour relations could disrupt the Enlarged Group’s business operations and have an adverse effect on operating results. The Enlarged Group’s operations depend on employees who are parties to national or local collective bargaining arrangements or benefit from local applicable law, regulation or custom regarding employee rights and benefits. If the Enlarged Group is unable to maintain satisfactory employee relations or negotiate acceptable labour agreements in future (particularly, for example, when its existing collective bargaining agreements at PLP and the Finnish Ports expire in December 2015 and January 2014, respectively), the results could include work stoppages, strikes or other industrial action or labour difficulties (including higher labour costs) at any or all of its facilities in Russia, Estonia and Finland. The collective bargaining agreement covering employees at VSC is scheduled to expire in December 2013, and the GPI Group is currently negotiating new collective bargaining agreement at this terminal. The NCC Group’s collective bargaining agreement at FCT is due to expire in July 2014. The current terms of that agreement are considered to be unfavourable to the Enlarged Group. There can be no assurance that the renegotiation of a collective bargaining agreement at this terminal will be on more favourable terms for the Enlarged Group. Any of adverse labour situations which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. Changes in costs in any part of the logistics chain in which the Enlarged Group operates could affect the Enlarged Group’s competitive position. The Enlarged Group operates as part of a logistics chain. The Enlarged Group’s customers, who rely on this logistics chain, are affected by external factors, including the cost of fuel and road, rail and terminal tariffs, which influence their choice of transport means and which, consequently, can have an impact on the Enlarged Group’s competitive position. For example, at VEOS, increases in rail tariffs (including infrastructure railway tariffs) could make the transport of oil products to Estonia from Russian refineries by rail less competitive compared to transport to Russian ports in the Baltic Sea Basin. Also, VSC, while being the most expensive of Russian transportation gateways to Moscow, is viable because it has the distinct advantage of offering shorter transit times from Asia to Moscow. Significant increases in Russian railway tariffs could result in customers determining the premium required for the shorter transit time via VSC is not justified, which could have an adverse effect on throughput at VSC. These types of changes to other parts of the logistics chain can adversely affect the Enlarged Group’s business. Similarly, reductions in costs associated with transporting cargo from ports in countries near Russia, such as Poland, could result in cargo volumes moving away from Russian ports to those ports, adversely affecting the Enlarged Group’s container terminals in the Baltic Sea Basin. In particular, through agreements concluded with the World Trade Organisation (WTO) member countries, Russia has undertaken certain commitments concerning a number of industries. These agreements contemplate an equalisation of the regulated freight rail tariffs charged by Russian Railways relating to domestic and export transportation via Russian seaports and export transportation via Russian land borders. If such equalisation is implemented in full, it could potentially have an impact on the Enlarged Group’s business. Such changes may make shipping via terminal in the Russian Baltics less competitive than alternative routes utilising rail or truck transportation through Poland, Finland, Latvia, Lithuania or Estonia, for example.

Page 30 Risk Factors

The Enlarged Group primarily generates its revenues from loading and unloading the vessels in its terminals. The remaining part of the Enlarged Group’s revenues is generated by additional services, including storage and transportation of cargoes to the customs inspection. The Enlarged Group expects that, in line with the current market trend, the volume of the additional services offered might decrease in the foreseeable future. Any such decrease is likely to proportionately reduce the Enlarged Group’s revenues. There may be no assurance that Enlarged Group will be able to offset the reduction of its revenues attributable to the loss of additional services by a proportionate increase in the prices charged for the primary services. Any of these changes could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group is dependent on a limited number of shipping lines and customers for a significant portion of its business. The Enlarged Group’s major customers are shipping lines, freight forwarders, vertically integrated oil companies and major oil traders, with whom it enters into contracts that typically have a term of one year. The Enlarged Group’s container terminals business is dependent on a limited number of shipping lines calling at its terminals, which subjects it to the risk that one or more of the lines may opt to have its containers handled at a competitor’s terminal or reduce its throughput at the Enlarged Group’s terminal. In addition, consolidation among shipping lines and between shipping lines and terminal operators could further affect current customers’ use of the Enlarged Group’s container terminals. See “—Further consolidation or alliances among container shipping companies could enable the Enlarged Group’s customers to exercise greater bargaining power when negotiating with the Enlarged Group”. Overall, the GPI Group’s ten largest customers by revenue accounted for 42.7%, and the single largest customer by revenue accounted for 9.9%, of its revenue in the year ended 31 December 2012. The NCC Group’s ten largest customers by revenue accounted for 85.1%, and Maersk, the single largest customer by revenue accounted for 25.4%, of its revenue in the year ended 31 December 2012. As a result, the Enlarged Group’s revenues are vulnerable to the loss of or difficulties experienced by such customers. The Oil Products Terminal segment is dependent upon a limited number of oil refineries and oil traders, with the majority of its revenue derived from Rosneft, Gazpromneft, Tatneft, Vitol and IPP. The Finnish Ports segment derives a significant of its revenue from a limited number of customers and Moby Dik derives a significant portion of its revenue from a single customer, Containerships, an affiliate of the Enlarged Group’s strategic partner in that business. PLP currently has a small number of customers for its ro-ro cargo operations. FCT derives a significant part of its revenue from Maersk, OOCL and CMA CGM. Taken together, these customers accounted for 56.9% of the NCC Group’s revenue in 2012. The loss of, difficulties experienced by, or any failure to pay for services rendered for any reason by important customers could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group is subject to a wide variety of regulations, standards and licensing requirements and may face substantial liability if it fails to comply with existing or future regulations applicable to its businesses. The Enlarged Group’s terminal operations are subject to extensive laws and regulations governing, among other things, the fees that the Enlarged Group is permitted to charge at certain ports; the loading, unloading and storage of hazardous materials; environmental protection and health and safety. The Enlarged Group’s ability to operate its container terminals business is contingent on its ability to comply with these laws and regulations and to obtain, maintain and renew as necessary related permits and licences from governmental agencies and authorities in the countries in which the Enlarged Group operates. In connection with the NCC Acquisition, the Enlarged Group is in the process of considering whether the NCC Group is in compliance with existing regulations and standards and has all of its required licenses. The GPI Group has substantially completed this review. However, the GPI Group is not in a position to finalise this review until it takes control over the NCC Group following Closing of the NCC Acquisition. The GPI Group is not aware of any non-compliance by the NCC Group with the existing regulations and standards that would have a material impact. In addition, the merger of the GPI and the NCC Groups, the two leading container terminal operators in Russia, is likely to subject the Enlarged Group to enhanced regulatory scrutiny, including that of the

Page 31 Risk Factors antimonopoly authorities. In particular, the Federal Antimonopoly Service (the FAS) conditioned the consent for the NCC Acquisition on entry by the Company into a binding agreement with the FAS. Pursuant to this agreement, the Company acknowledges that, should the FTS imposes tariff regulation on FCT, the terminal will be required to comply with the regulations so imposed, including those in respect of prices it charges for its services and reporting obligations. In case of war or emergency, the Company will need to procure that FCT promptly takes such action as may be required by the relevant laws. Finally, the Company has agreed to procure that FCT abstains from making staff redundancies within three years following the Closing of the NCC Acquisition. The FAS will monitor compliance by the Enlarged Group with the terms of this agreement, and failure by the Enlarged Group to do so will result in enforcement action by the FAS. Also, further restrictive actions may be taken by the FAS in respect of the Enlarged Group in the future. The Enlarged Group’s failure to comply with all applicable regulations and obtain and maintain requisite certifications, permits and licences could lead to substantial penalties, including criminal or administrative penalties, other punitive measures and/or increased regulatory scrutiny; trigger a default under one or more of its financing agreements or invalidate or increase the cost of the insurance that it maintains for its ports business. Additionally, its failure to comply with regulations that affect its staff, such as health and safety regulations, could affect its ability to attract and retain staff. The Enlarged Group could also incur civil liabilities, such as abatement and compensation for loss, in amounts in excess of, or that are not covered by, its insurance. For the most serious violations, the Enlarged Group could also be forced to suspend operations until it obtains such certifications, permits or licences or otherwise bring its operations into compliance. In addition, changes to existing regulations or tariffs or the introduction of new regulations, procedures or licensing requirements are beyond the Enlarged Group’s control and may be influenced by political or commercial considerations not aligned with the Enlarged Group’s interests. Any such regulations, tariffs and licensing requirements could adversely affect its business by reducing its revenue, increasing its operating costs or both, and it may be unable to mitigate the impact of such changes. Finally, any expansion of the scope of the regulations governing the Enlarged Group’s environmental obligations, in particular, would likely involve substantial additional costs, including costs relating to maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of its ability to address environmental incidents or external threats. An inability to control the costs involved in complying with these and other laws and regulations, or recover the full amount of such costs from its customers could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s operations could be adversely affected by terrorist attacks, natural disasters or other catastrophic events beyond its control. The Enlarged Group’s business operations could be adversely affected or disrupted by terrorist attacks, natural disasters (such as earthquakes, floods, tsunamis, hurricanes, fires or typhoons) or other catastrophic or otherwise disruptive events, including changes to predominant natural weather, sea and climatic patterns such as piracy, sabotage, insurrection, military conflict or war, riots or civil disturbance, radioactive or other material environmental contamination, an outbreak of a contagious disease, or changes to sea levels, which may adversely affect global or regional trade volumes or customer demand for cargo transported to or from affected areas, and denial of the use of any railway, port, airport, shipping service or other means of transport and disrupt customers logistics chains. In addition, the Enlarged Group may be exposed to extreme weather conditions such as severe cold periods and ice conditions disrupting activities at its terminals and in the ports in which it operates. The occurrence of any of these events at one or more of the Enlarged Group’s terminals or in the regions in which it operates may reduce the Enlarged Group’s business volumes, cause delays in the arrival and departure of vessels or disruptions to its operations in part or in whole, may increase the costs associated with dredging activities, may subject the Enlarged Group to liability or impact its brand and reputation and may otherwise hinder the normal operation of its terminals, which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs.

Page 32 Risk Factors

Accidents involving the handling of hazardous materials and oil products at the Enlarged Group’s terminals could disrupt its business and operations and/or subject the Enlarged Group to environmental and other liabilities. In 2012, certain cargo handled at the GPI and the NCC Group’s container terminals was classified as hazardous, and VEOS handled 10.4 million tonnes of oil products. Accidents in the handling of these materials at the Enlarged Group’s terminals could disrupt its business and operations during any repair or remediation period, which could negatively affect its financial results. There can be no assurance that the Enlarged Group’s compliance with EU and Russian environmental regulations will prevent any such accident or oil spill or resolve such incidents without damage to its facilities, contamination or other environmental damage or reputational damage. Any failure to avoid, mitigate or resolve such incidents successfully or any such damage or contamination could reduce gross throughput and revenue, lead to reputational damage and/or subject the Enlarged Group to liability in connection with environmental damage, any or all of which could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s insurance policies may be insufficient to cover certain losses. The Enlarged Group carries insurance for all of its operations in line with market practice in the countries in which it operates, but does not carry insurance policies to a similar extent as may be common in some of the more developed market economies of North America and Western Europe. Although the Enlarged Group’s contracts generally provide that the Enlarged Group is liable for damage to or loss of cargo it handles, its liability is limited to the cargo value stated on the applicable customs declaration. The Enlarged Group’s contractual liability for export cargo handling begins when the railcar or truck enters its territory at the port and ends when the consignment is issued after having loaded the cargo onboard the vessel, and vice versa for import cargo handling. The Enlarged Group’s insurance against such liabilities is limited to third party liability insurance against damage to or destruction of the cargo up to its replacement value. Further, the Enlarged Group only has full insurance for business interruption in respect of environmental damage for VEOS, VSC and the Finnish Ports. The Enlarged Group is planning to obtain the same insurance coverage for Moby Dik, PLP and Yanino. Risks which are typically insurable in North America and Western Europe, but for which the Enlarged Group does not have separate insurance coverage include major accidents. If such an uninsured event were to occur and the Enlarged Group were liable for it or if the Enlarged Group experiences difficulty collecting insurance compensation that is due to it, the Enlarged Group could experience significant disruption in its operations and/or requirements to make significant payments for which it would not be compensated, which in turn could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group relies on security procedures carried out at other port facilities and by its shipping line customers, which are outside of its control. The Enlarged Group inspects cargo that enters its terminals in accordance with the inspection procedures prescribed by, and under the authority of, the governmental body charged with oversight of the relevant port. The Enlarged Group also relies on the security procedures carried out by its shipping line customers and the port facilities that such cargo has previously passed through to supplement its own inspection to varying degrees. The Enlarged Group cannot guarantee that its own security measures and procedures, which comply with the International Ship and Port Facility Security Code (ISPS), will prevent all of the cargo that passes through its terminals from being affected by breaches in security or acts of terrorism either directly against the Enlarged Group or indirectly in other areas of the supply chain that will impact on the Enlarged Group. A security breach or act of terrorism that occurs at one or more of its facilities, or at a shipping line or other port facility that has handled cargo before the Enlarged Group, could subject the Enlarged Group to significant liability, including the risk of litigation, adverse publicity and loss of goodwill. In addition, a major security breach or act of terrorism that occurs at one of its facilities or one of its competitors’ facilities may result in a temporary shutdown of the container terminal or oil products terminal industry and/or the introduction of additional or more stringent security measures and other regulations affecting businesses within these industries, including the Enlarged Group. The costs associated with any such outcome could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on

Page 33 Risk Factors the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s competitive position and prospects depend on the expertise and experience of its key managers and its ability to continue to attract, retain and motivate qualified personnel. The Enlarged Group’s business is dependent on retaining the services of, or in due course promptly obtaining equally qualified replacements for, key members of its management team. Competition in Russia and the other countries in which the Enlarged Group operates for personnel with relevant expertise is intense due to the small number of qualified individuals with suitable practical experience in the container ports and oil products terminal industries. Although the Enlarged Group has employment agreements with these key managers, the retention of their services cannot be guaranteed. Should they decide to leave the Enlarged Group, it may be difficult to replace them promptly with other managers of sufficient expertise and experience or at all. The Enlarged Group does not have key-man insurance in place in respect of its senior managers. Should the Enlarged Group lose any of its key senior managers without prompt and equivalent replacement or if the Enlarged Group is, otherwise, unable to attract or retain such qualified personnel for its requirements this could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group is exposed to risks in connection with its interests in joint venture and strategic partnership businesses. The Enlarged Group conducts its business in via joint venture and strategic partnership companies (and their affiliates) in which it holds an interest. In particular, the GPI Group holds a 50% interest in VEOS pursuant to a strategic partnership with Royal Vopak, a 75% interest in each of Moby Dik, Yanino and the Finnish Ports pursuant to joint venture arrangements with Container Finance. The NCC Group holds an 80% interest in the ULCT pursuant to joint venture arrangements with Eurogate International GmbH (Eurogate). The exercise of the CTI option would also involve the Enlarged Group entering a new relationship with a strategic partner that would own 50% of CTI. The Enlarged Group’s ability to fully exploit the strategic potential in markets in which it operates through joint venture and strategic partnership companies and associated companies would be impaired if it were unable to agree with its joint venture and strategic partners or other shareholders on strategies and their implementation. In addition, the cash resources of each of the above entities are in effect only available to those entities (and their associated companies) except to the extent that the entity pays a dividend to its shareholders. In general, such dividends require the approval of the strategic partner. Joint ventures are also limited in their ability to finance growth opportunities as Group-wide financing is not available and each joint venture must obtain finance separately on the basis of the assets it holds at its operating company level. The Enlarged Group also is subject to contractual and fiduciary non-compete and shared opportunity obligations to its joint venture and strategic partners, which could prevent or impede the Enlarged Group’s ability to expand in a business segment or region in which such a joint venture company or such an associated company operates. For example, each of the joint venture and shareholder agreements requires that certain business opportunities be offered to the joint venture or shareholder partner for joint development before an Enlarged Group company can pursue that opportunity. Such agreements also contain rights of first refusal, pre-emption rights, tag-along rights and shoot-out rights in favour of both parties. The foregoing limitations and relationships could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group’s co-controlling beneficial shareholders may have interests that conflict with those of the holders of the GDRs or have an adverse impact on the Enlarged Group. Following Closing, Mr. Nikita Mishin, Mr. Konstantin Nikolaev and Mr. Andrey Filatov (through their controlling interest in TIHL) will control approximately 30.75% of the Company’s issued share capital and APMT will control approximately 30.75% of the Company’s issued share capital.

Page 34 Risk Factors

As such, the co-controlling beneficial shareholders will continue to be able to exercise significant control over the Enlarged Group, such as in electing members of the Board of Directors, approving significant transactions and dividends, if any, and limiting or waiving pre-emption rights of the Company’s shareholders. While the Company believes that the interests of TIHL and APMT will remain consistent with those of the Company’s minority shareholders, there can be no assurance that such interests will always be consistent or that their rights will be exercised for the Enlarged Group’s benefit and for that of all shareholders. Both TIHL and APMT may also pursue other interests which conflict with the interests of the Enlarged Group’s shareholders as a whole. In addition, Maersk Line is a 100% shareholder of AP Møller-Maersk Group’s subsidiary and as such is an affiliate of APMT. Maersk Line is the largest customer of the Enlarged Group and may have commercial interests conflicting with those of the Enlarged Group’s. There are no agreements in place between the Company, TIHL, APMT or the controlling beneficial shareholders to ensure that the latter will not abuse their control of the Company. In addition, the controlling beneficial shareholders beneficially own interests in transportation and other businesses that are not part of the Enlarged Group, some of which are held through TIHL. These businesses which include Globaltrans Investment PLC, a large Russian freight rail operator (Globaltrans); Prevo Holdings OÜ, which has the right to construct container terminals in the port of Muuga, Estonia on the basis of a cooperation agreement and a construction right agreement with the port of Tallinn; Balttransservis OOO, which is engaged in the transportation of oil products; and Mostotrest OAO, a Russian transport infrastructure construction company (Mostotrest) may, from time to time, have dealings with the Enlarged Group. TIHL and APMT have agreed in the APMT-TIHL shareholders’ agreement to offer storage and handling cargoes in the sea ports and inland terminals located within 100 kilometers from the sea in Russia, the CIS and certain other countries to the GPI Group first, however, if the controlling beneficial shareholders were to exercise their control over the Enlarged Group in a manner that favoured one of these other businesses over the Enlarged Group, this could substantially impair the Enlarged Group’s growth prospects and have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. In addition, if these other businesses were to develop poor relations with any governmental authorities or entities, service providers, or customers that are important to the Enlarged Group, such poor relationships could, by virtue of being associated with the Enlarged Group through the controlling beneficial shareholders of TIHL, have a negative impact on the Enlarged Group’s relations with such governmental authorities or entities, service providers, or customers, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Failure of the operational information and technology systems at the Enlarged Group’s terminals could result in disruptions to the services it provides. The operational information and technology systems at each of the Enlarged Group’s terminals are designed to enable the terminal to use its infrastructure resources as efficiently as possible and monitor and control all aspects of its operations and terminal management. Although each of the Enlarged Group’s terminals, based on the nature of its business, is configured to keep its systems operational under abnormal conditions, including with respect to business processes and procedures, any failure or breakdown in these systems could interrupt its normal business operations and result in a significant slowdown in operational and management efficiency for the duration of the failure or breakdown. Any prolonged failure or breakdown could dramatically affect its ability to offer its transportation services to its customers. Similarly, any significant delays or interruptions in its loading or unloading of a customer’s cargo could negatively affect its reputation as an efficient and reliable terminal operator. Any of the above factors could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, financial condition, results of operations, future prospects and the trading price of the GDRs. Delays in customs inspections may materially and adversely affect the flow of trade at the Enlarged Group’s terminals and the Enlarged Group’s container throughput volume. The efficiency of the Enlarged Group’s operations depends upon, among other things, efficient customs inspections. Customs inspections may be delayed for a series of reasons, including: (i) strikes by customs officials, (ii) a sharp increase in foreign trade at the terminal in excess of the processing capacity of the terminal’s customs officials, (iii) insufficient funding to modernise customs operations

Page 35 Risk Factors or hire additional customs officials or (iv) changes in either customs regulations or the implementation of such regulations that increase the bureaucracy involved in customs inspections or require greater scrutiny of goods flowing through the terminal. If customs operations become substantially slower, the flow of trade at the Enlarged Group’s terminals would be reduced and the resulting revenues the Enlarged Group might earn from providing additional storage and other services would be unlikely to offset the revenues the Enlarged Group would lose from the reduced flow of trade. In addition, the delivery of the Enlarged Group’s customers’ products would be delayed, which would encourage them to seek other alternatives to import and export these products more efficiently. Any of these factors could cause the Enlarged Group’s container throughput volume to decrease significantly, could impact the Enlarged Group’s growth prospects and could have an adverse effect on the Enlarged Group’s business, financial condition, results of operations, future prospects and the trading price of the GDRs.

RISKS RELATING TO THE ENLARGED GROUP’S FINANCIAL CONDITION The Enlarged Group’s indebtedness or the enforcement of certain provisions of its financing arrangements could affect its business or growth prospects. The Enlarged Group will have significant outstanding indebtedness, including indebtedness associated with funding the cash consideration component of the NCC Acquisition comprising a USD238.4 million secured term loan facility arranged by ING Bank N.V., Raiffeisen Bank International AG and ZAO Raiffeisenbank, entered into on 19 December 2013 (the Acquisition Finance Agreement). The Enlarged Group also expects to incur additional indebtedness in the future to fund its capital expenditure requirements. To secure certain of its existing financings, the Enlarged Group has pledged property, plant and equipment and equity interests in some of its subsidiaries. In addition, some of the GPI Group’s loan agreements, including credit agreements for Petrolesport, VEOS and Moby Dik with Nordea Bank Finland Plc Estonia branch, Sberbank, AS SEB Pank, Raiffeisenbank ZAO, VTB, UniCredit Bank and HSBC Bank, as well as the Acquisition Finance Agreement, as well as NCC Group loan agreements including credit agreements for NCC Group Limited, FCT and ULCT with Sberbank, Swedbank OAO, VTB Capital plc, UniCredit Bank, and HSBC Bank contain financial covenants that, among other matters, limit its ability to incur debt based on the ratio of its net debt to EBITDA (as calculated under the relevant loan agreement) and impose maximum thresholds for its total indebtedness which may limit the Enlarged Group’s operational flexibility while these loans remain outstanding. These loan agreements also impose a number of other obligations or restrictions on the relevant borrowers’ activities, including on the borrowers’ ability to pay dividends and some contain cross-default provisions under which the relevant loan may be accelerated if a default occurs under another of the Enlarged Group’s (or particular Enlarged Group members’) loan agreements, or, if the cross default is limited to that operating company, if any other loan by the operating company is in default, irrespective of materiality. The Enlarged Group’s debt service and compliance obligations under these and future financings as well as any difficulties in obtaining financing in the future could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. As at 31 December 2012, the NCC Group did not comply with certain financial covenants stipulated in a loan agreement with one of its banks, which had the right to claim immediate settlement of the loan (although this right was not exercised). In April 2013, NCC Group received a waiver from that bank, and subsequently, the loan was repaid. In other instances, the relevant agreements have been amended following the non-compliance. There also may be historical breaches of NCC Group loan agreements of which the Company is not aware. If such breaches do exist and a lender seeks repayment of a loan agreement that is in breach, the Enlarged Group may be required to seek refinancing of the loan and, potentially, other borrowings with cross-default provisions that have been triggered. These cross- default provisions may potentially relate to all of the NCC Group’s borrowings. If the Enlarged Group is unable to refinance these borrowings on favourable terms, there could be a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Company is a holding company and its ability to pay dividends or meet costs depends on the receipt of funds from its subsidiaries. The Company is a holding company and operates through its subsidiaries located in Russia, Estonia and Finland. As a result, the Company’s financial condition depends almost entirely on the financial

Page 36 Risk Factors condition of its subsidiaries and their ability to transfer funds to the Company. The Company is dependent upon dividends and other payments from its subsidiaries to generate the funds necessary to meet its financial obligations, including the payment of dividends, if any, on its shares and the payment of principal and interest on any of its borrowings incurred by the Company in the future. The Company’s operating subsidiaries (other than members of the Enlarged Group connected with PLP, VSC, FCT and LT) are subject to restrictions on their ability to distribute dividend or transfer assets and cash resources to other members of the Enlarged Group, including the Company, under shareholder and joint venture agreements. For example, as a result of the shareholding arrangements for Moby Dik, the Finnish Ports, Yanino, VEOS and ULCT, the cash generated from the operating activities of each of the entities in those businesses can only be lent to an entity (subject to certain materiality thresholds) or distributed as a dividend with the consent of the other shareholders or directors appointed by them. The Company’s subsidiaries also may from time to time be subject to restrictions on their ability to make dividend payments to the Company as a result of regulatory or other restrictions, including restrictions imposed by financing arrangements. In addition, the Company’s subsidiaries’ ability to make dividend payments to the Company will depend on such matters as available cash flow and current and future capital investment requirements. Further, dividend payments by the Company’s Russian subsidiaries, if made, are subject to withholding tax in Russia and dividends paid by its Estonian subsidiary, if made, are subject to Estonian taxation. There can be no assurance that these restrictions and taxes will not have a material adverse effect on the Company’s ability to pay dividends or to service its borrowings, meet its day-to-day costs or fund its proposed capital investment programme. There can be no assurance that the Company will receive sufficient funds from its subsidiaries to meet its financial obligations. Also, the Company may be subject to a range of accounting limitations preventing it from distributing the dividends. Due to the holding structure of the Enlarged Group, any claim against the Company (including a claim by its shareholders upon liquidation) will be subordinated to the claims against its subsidiaries. Further, the Company could be liable for the debts of its effective subsidiaries in certain cases. See “—Risks relating to Russia—Legislative and legal risks—Shareholder liability under Russian corporate law could cause the Company to become liable for the obligations of its subsidiaries”. The foregoing restrictions could substantially restrict the Company’s ability to pay dividends or to use free cash in its operating businesses optimally across the Enlarged Group, including for activities such as funding its capital investment programme, which in turn could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group may be subject to foreign exchange risk arising from various currency exposures primarily with respect to the euro, the rouble and the US dollar. Currently, a significant part of the GPI Group’s revenue, and most of the Enlarged Group’s borrowings are denominated in US dollars and euro, whereas most of the Enlarged Group’s expenses and a significant portion of its revenue are and will be denominated and settled in roubles. The GPI Group does not hedge its foreign exchange risk. The GPI Group is therefore exposed to the effects of currency fluctuations between the US dollar, the euro and the rouble. In recent years, the value of the euro and, in particular, the value of the rouble have fluctuated significantly against the US dollar. In the past, these fluctuations have had a significant effect on the GPI Group’s financial results. Further fluctuations in the value of the euro or the rouble against the US dollar could substantially impair the Enlarged Group’s growth prospects and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. See also Note 24 (Financial risk management) to the NCC Audited Annual Financial Statements and Note 3 (Financial risk management) to the GPI Audited Annual Financial Statements. Increases in interest rates may adversely affect the Enlarged Group’s financial condition. To the extent any of the Enlarged Group’s borrowings are or will be made at variable rates (including those based on LIBOR), the Enlarged Group will be subject to interest rate risk resulting from fluctuations in the relevant reference rates underlying such debt. To the extent such borrowings are or will be made at fixed rates, the Enlarged Group will be subject to the risk that interests rates have increased at the time the relevant debt is due to be refinanced, if not repaid. Consequently, any increase in such interest rates will result in an increase in the Enlarged Group’s interest rate expense and could have a material adverse effect on the Enlarged Group’s financial condition, results of operations or prospects and the trading price of the GDRs. The GPI Group does not currently hedge its interest rate

Page 37 Risk Factors risk and even if it were to do so in the future, there can be no assurance that the Enlarged Group will be able to do so on commercially reasonable terms or that these agreements, if entered into, will protect the Enlarged Group fully against the Enlarged Group’s interest rate risk in the future.

RISKS RELATING TO RUSSIA A significant part of the Enlarged Group’s business and assets is located in Russia. There are risks associated with investments in an emerging market and, specifically, Russia, as set out below. General Emerging markets, such as Russia, are subject to greater risks than more developed markets, including significant economic, political and social, and legal and legislative risks, and the global financial and economic crisis could have a particularly significant adverse effect on emerging markets such as Russia. Investors in emerging markets, such as the Russian Federation, should be aware that these markets are subject to greater risk than more developed markets, including in some cases significant economic, political and social, and legal and legislative risks. Investors should also note that emerging economies are subject to rapid change and that the information set forth herein may become outdated relatively quickly. Moreover, during times of financial crisis companies operating in emerging markets can face particularly severe liquidity constraints as foreign funding sources are withdrawn. Global financial or economic crises or even financial turmoil in any large emerging market country tend to adversely affect prices of equity securities of companies located, or with significant businesses in, emerging markets as investors tend to move their money to less volatile securities and more stable, developed markets at such times. The emerging capital markets including Russia have been highly volatile since 2008, due to the impact of the recent global financial and economic crisis on the Russian economy as well as investor sentiment. The European sovereign debt crisis of 2011 and 2012 so far has had relatively limited impact on the Russian economy since it has not led to significant declines in the prices of Russia’s key exports (which are mainly natural resource commodities, including oil and gas) as well as due to Russia’s relatively healthy public finances including a low debt to GDP ratio, relatively small budget deficit, and high levels of foreign currency reserves. Should the ongoing crisis lead to a significant worsening of the global macroeconomic situation and/or impact commodity prices and global trade flows, Russia’s overall economic and financial position in the short and medium term could also be negatively affected. Financial problems or an increase in the perceived risks associated with investing in emerging economies dampens foreign investment in Russia and adversely affects the Russian economy. In addition, during such times, businesses that operate in emerging markets can face severe liquidity constraints as foreign funding sources are withdrawn. Accordingly, prospective investors should exercise particular care in evaluating the risks involved and must decide for themselves whether, in light of those risks, their investment is appropriate. Generally, investment in emerging markets is only suitable for sophisticated investors who fully appreciate the significance of the risks involved and prospective investors are urged to consult with their own legal and financial advisors before making an investment in the GDRs. Political risks Changes in government policy or other government actions in Russia could adversely affect the value of the Enlarged Group’s investments in Russia. Since 1991, Russia has undergone a transformation from a one-party state with a centrally planned economy to a democracy with a market-oriented economy. As a result of the sweeping nature of the reforms, and the ineffectiveness or failure of some of them, the Russian political system remains vulnerable to popular dissatisfaction, including dissatisfaction with the results of privatisations in the 1990s, as well as to demands for autonomy from particular regional and ethnic groups. Political conditions in Russia were highly volatile in the 1990s, as evidenced by frequent conflicts among executive, legislative and judicial authorities, which had a negative effect on Russia’s business and investment climate. Over the past two decades the course of political, economic, regulatory and other reforms has, in some respects, been uneven and the composition of the Russian government has, at times, been unstable.

Page 38 Risk Factors

On 4 December 2011, the State Duma elections were held and, on 4 March 2012, presidential elections were held in the Russian Federation. The structure of political forces in the State Duma did not change substantially and Vladimir Putin was elected as president. While the Russian political system and the relationship between the Russian President, the Russian government and the State Duma currently appears to be stable, future political instability could result either from an economic downturn, a decline in standards of living, political disagreements or unrest, change in government policy or otherwise. In addition, shifts in governmental policy and regulation in Russia may be less predictable than in many Western democracies and could disrupt or reverse political, economic and regulatory reforms. Any significant change in, or suspension of, the Russian government’s programme of reform in Russia, major policy shifts or lack of consensus between the Russian President, the Russian government, the State Duma and powerful economic groups could lead to a deterioration in Russia’s investment climate. This could have a material adverse effect on the value of the Enlarged Group’s investments in Russia and as such on the Enlarged Group’s business, its ability to obtain financing in the international markets and hence its financial condition or prospects, and the trading price of the GDRs. The implementation of government policies targeted at specific individuals or companies could have an adverse effect on investments in Russia and the Enlarged Group’s business. While the political and economic situation in Russia has generally become more stable and conducive to investment, in recent years, Russian authorities have prosecuted some Russian companies, their executive officers and their shareholders on tax evasion and related charges. In some cases, the result of such prosecutions has been the imposition of prison sentences for individuals and significant claims for unpaid taxes from, according to the Russian press, companies such as Mechel, Yukos, TNK-BP and Vimpelcom. Some analysts contend that such prosecutions and claims for unpaid taxes demonstrate a willingness to reverse key political and economic reforms of the 1990s and have resulted in significant fluctuations in the market price of the securities of Russian companies as well as negatively impacted foreign direct and portfolio investment in Russia. Other analysts, however, believe that these prosecutions are isolated events that relate to the specific individuals and companies involved and do not signal any deviation from broader political and economic reforms or a wider programme of asset redistribution. The occurrence of similar events in the future could result in the deterioration of Russia’s investment climate, and such a result could adversely affect the Enlarged Group’s ability to obtain equity and debt financing in the international capital markets and the trading price of the GDRs. See also “—Legislative and Legal Risks—The Enlarged Group could be subject to arbitrary government action”. Political and social conflicts or instability could create an uncertain operating and investment environment. Russia is a federation of 83 sub-federal political units, consisting of republics, regions (oblasts), territories (krais), cities of federal importance, an autonomous region and autonomous districts (okrugs), some of which exercise considerable autonomy in their internal affairs pursuant to arrangements with the Russian Government. The delineation of authority and jurisdiction between federal, regional and local authorities is, in many instances, unclear and contested, particularly with respect to the division of authority over regulatory matters. Lack of consensus between the federal, regional and local authorities often results in the enactment of conflicting legislation at various levels and may lead to further political instability. In particular, conflicting laws have been enacted in the areas of privatisation, securities, corporate legislation and licensing. Some of these laws and governmental and administrative decisions implementing them, as well as certain transactions consummated pursuant to them, have in the past been challenged in the courts, and such challenges may occur in the future. The Russian political system is vulnerable to tension and conflict between federal, regional and local authorities. This tension creates uncertainties in the operating environment in Russia, which could hinder the Enlarged Group’s long term planning efforts and may prevent the Enlarged Group from carrying out its business strategy effectively and efficiently. In addition, ethnic, religious, historical and other divisions have, on occasion, given rise to tensions and, in certain cases, military conflicts and terrorist attacks. If such tensions escalate, significant political consequences could arise, including the imposition of a state of emergency in some or all regions of Russia. Moreover, military conflicts and/or terrorist attacks and the resulting heightened security measures could cause disruptions to domestic commerce of Russia and other involved countries as well as lead to stock market volatility. For example, a military conflict in August 2008

Page 39 Risk Factors between Russia and Georgia involving South Ossetia and Abkhazia resulted in significant overall price declines on the Russian stock exchanges. More recently, suicide bombings were carried out in two Moscow metro stations on 29 March 2010 and at the Moscow Domodedovo airport on 24 January 2011 and resulted in 76 fatalities in the aggregate. Historically, natural disasters have adversely affected the global and Russian economy and financial market. For example, in July and August 2010, a series of fires broke out across Western Russia and around Moscow, covering at one stage over 193,000 hectares. The fires, combined with a summer drought and record high temperatures, resulted in a decline in the Russian harvest, and accordingly, an increase in demand for imported grain, reported to be Russia’s largest impact demand for over ten years. The costs associated with controlling and reducing the fires, addressing environmental concerns and repairing the damage caused by the fires may have had an adverse effect on the Russian economy. Further such conflicts, tensions, terrorist attacks or natural disasters could have a material adverse effect on economic confidence and the investment environment in Russia generally, which in turn, could have a material adverse effect on the Enlarged Group’s ability to obtain equity and debt financing in the international capital markets and the trading price of the GDRs. Economic risks Economic instability in Russia and other markets in which the Enlarged Group operates could harm the Enlarged Group’s business and investment plans. Over the last two decades, the Russian economy has experienced at various times: ● significant declines in its GDP; ● high levels of inflation; ● increases in, or high, interest rates; ● sudden price declines in the natural resource sector; ● instability in the local currency market; ● high levels of government debt relative to GDP; ● lack of reform in the banking sector and a weak banking system providing limited liquidity to Russian enterprises; ● the continued operation of loss-making enterprises due to the lack of effective bankruptcy proceedings; ● the use of fraudulent bankruptcy actions in order to take unlawful possession of property; ● widespread tax evasion; ● growth of a black and grey-market economy; ● widespread use of barter and non-liquid bills in settlements for commercial transactions; ● pervasive capital flight; ● high levels of corruption and the penetration of organised crime into the economy; ● political and social instability; ● dependence of the economy on exports of commodities; ● significant declines and volatility in the stock market; ● significant increases in unemployment and underemployment; ● the impoverishment of a large portion of the Russian population; and ● outdated and deteriorating physical infrastructure. The Russian economy has been subject to abrupt downturns. In the past few years, the Russian economy has been characterised by volatility in the debt and equity markets, which experienced significant declines in the second half of 2008 and the second half of 2011, continuing in 2012. In 2008, the high degree of volatility caused market regulators to temporarily suspend trading multiple

Page 40 Risk Factors times on the principal Russian securities exchanges, the Moscow Interbank Currency Exchange and Russian Trading System (which have since combined their operations as Open Joint Stock Company “Moscow Exchange MICEX-RTS”). The Russian economy has also been characterised by periodic significant reductions in foreign investment and sharp decreases in GDP which also caused reductions in the sovereign credit rating. According to Rosstat, Russian GDP increased by 4.5% and 4.3% in 2010 and 2011, respectively, and in 2012 it grew by 3.4%. This slowdown in the economic growth was due to a decrease in investment and consumer demand, resulting from intensification of negative trends in the global economy, and a decrease in external demand. Slowdown in the economic growth mainly occurred in the second half of 2012, and continued in 2013. In particular, Russian GDP grew by mere 1.4% in the first half of 2013 (as compared to the first half of 2012), leading to fears that Russia may be in a period of stagnation and potentially entering a recession. In addition, since Russia produces and exports large quantities of crude oil, natural gas and other commodities, its economy is particularly vulnerable to fluctuations in the prices of these commodities on the world market. Russian banks, and the Russian economy generally, were also adversely affected by the recent global financial crisis and the ongoing volatility of financial markets. Current macroeconomic challenges, low or negative economic growth in the United States, Japan and Europe and market volatility may prolong the aftereffects of the economic crisis. In recent months, global markets have shown increased volatility due to continued macroeconomic challenges. Sovereign debt concerns in the Eurozone (in particular, with respect to Greece, Spain and Italy, and most recently, Cyprus) have contributed to market volatility worldwide, creating uncertainties over the long-term Eurozone economic outlook, including mounting government deficits and continuing high levels of unemployment. The Russian economy remains vulnerable to further external shocks. Events occurring in one geographic or financial market sometimes result in an entire region or class of investments being disfavoured by international investors. Russia has been adversely affected by this in the past, and it is possible that the market for Russian investment, including the GDRs, will be similarly affected in the future by negative economic or financial developments in other countries. There can be no assurance that recent economic volatility, or a future economic crisis, will not negatively affect investors’ confidence in the Russian markets or economy or in the ability of Russian companies to raise capital in the international debt markets, any of which, in turn, could have a material adverse effect on the Russian economy and the Enlarged Group’s business, financial condition and results of operations. In addition, any declines in the price of crude oil, natural gas or other commodities could further disrupt the Russian economy. There can be no assurance that a future economic crisis will not have a negative effect on investors’ confidence in the Russian markets or economy or the ability of Russian-based groups to raise capital in the international capital markets, any of which, in turn, could have a material adverse effect on the Russian economy. Any deterioration in the general economic conditions in Russia could adversely affect the flow of goods and, in turn, demand for the Enlarged Group’s services, and therefore could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Instability of global financial markets could affect the Russian economy and the Enlarged Group. The financial markets, both globally and in Russia, have faced significant volatility, dislocation and liquidity constraints since the summer of 2008. As a result of these developments, there is an increased concern about the stability of the financial markets generally and the strength of counterparties, and many lenders and institutional investors have reduced, and in some cases, ceased to provide, funding to borrowers, including other financial institutions, which has significantly reduced the liquidity in the global financial system. Since March 2009, international private credit markets have started to improve. However, significant government borrowing to finance recapitalisation of financial and other institutions, as well as substantial fiscal stimulus packages, have led to a deterioration of sovereign credit. As a result, global credit and capital markets continue to be fragile and suffer from occasional crises of confidence, and there can be no assurance that the disruptions in the global capital and credit markets such as, in particular, the Dubai real estate crisis that commenced in November 2009 or the Greek fiscal crisis that started in April 2010 and then flared again in the summer of 2011 and questions regarding the financial stability of other EU nations (particularly Italy, Spain, Ireland and Portugal), could not be amplified or replicated elsewhere on a more significant scale in the near future.

Page 41 Risk Factors

Russia’s economy was adversely affected by the global financial and economic crisis in 2008-2009 and could be adversely affected by market downturns and economic crises or slowdowns elsewhere in the world in the future. In particular, the disruptions in the global financial markets have had a severe impact on the liquidity of Russian entities, the availability of credit and the terms and cost of domestic and external funding for Russian entities. This could adversely influence the level of customer demand for various services, including those provided by the Enlarged Group. These developments, as well as adverse changes arising from systemic risks in global financial systems, including any tightening of the credit environment, or a decline in oil, gas or other commodities prices (such as, for example, steel or precious metals) could slow or disrupt the Russian economy which could adversely affect the flow of goods and, in turn, demand for the Enlarged Group’s services, and therefore adversely affect the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Fluctuations in the global economy may adversely affect Russia’s economy and thus the Enlarged Group’s business. Russia produces and exports large quantities of crude oil, natural gas and other mineral resources, which makes the Russian economy particularly vulnerable to fluctuations in the world markets in the prices of commodities. Russian freight rail volumes are vulnerable to fluctuations in demand for such resources, particularly those related to the metallurgical industry. A sustained decline in the price of, or demand for, certain Russian commodities, or the imposition of restrictions on Russian products by principal export markets, could slow or disrupt the Russian economy and cause freight rail volumes to decline. In addition, instability in other markets (whether developed or emerging), including the instability resulting from a global economic and financial crisis similar to that experienced in 2008-2009, may affect investor sentiment towards Russia. Such developments could affect economic conditions in Russia and could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Military conflicts, international terrorist activity and natural disasters have had a significant effect on international finance and commodity prices. Any future military conflicts, acts of terrorism or natural disasters of sizeable magnitude could have an adverse effect on the international financial and commodities markets and the global economy and consequently on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Inflation could increase the Enlarged Group’s cost base. The Russian economy has recently been characterised by high rates of inflation. The inflation rate for the first six months of 2013 was 3.5%, and the annual inflation rate was 6.6% in 2012, 6.1% in 2011, and 8.8% in 2010, according to Rosstat. Certain of the Enlarged Group’s costs, such as maintenance costs, operating lease costs and, in particular, wages, are sensitive to rises in general price levels in Russia. However, due to competitive pressures, if the Enlarged Group’s costs continue to increase the Enlarged Group may not be able to pass along the costs to its customers. Accordingly if high rates of inflation continue, there can be no assurance that the Enlarged Group will be able o maintain or increase its margins to cover such cost increases, which could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. The physical infrastructure in Russia is in poor condition. The physical infrastructure in Russia largely dates back to Soviet times and has not been adequately funded and maintained since then. Russia’s poor infrastructure disrupts the transportation of goods and supplies as well as communications and adds costs to doing business in Russia. Particularly affected are the rail and road networks, power generation and transmission, communication systems, and building stock. Road conditions throughout Russia are poor, with many roads not meeting minimum requirements for use and safety. Electricity and heating shortages in some of Russia’s regions have seriously disrupted local economies. For example, in May 2005, an electricity blackout affected much of Moscow and some other regions in the central part of Russia for a full day, disrupting normal business activity. Other parts of the country face similar problems. Furthermore, in August 2009, an accident occurred at the Sayano-Shushenskaya Hydroelectric Power Plant in southern Siberia, the largest such plant in Russia in terms of installed capacity, when water from the Yenisei River flooded the turbine and transformer rooms at the power plant’s dam, killing more than 70 people and causing

Page 42 Risk Factors billions of roubles in damage. As a result of the accident, the plant halted power production, leading to temporary power shortages for both residential and industrial consumers. The Russian Government is actively pursuing the reorganisation of the nation’s rail, electricity and telephone systems. Any such reorganisation may result in increased charges and tariffs while failing to generate the anticipated capital investment needed to repair, maintain and improve these systems. The poor condition or further deterioration of Russia’s physical infrastructure may harm the national economy, disrupt access to communications and add costs to doing business in Russia and interrupt business operations. This could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Russian banking system remains under-developed. Russia’s banking and other financial systems are not well developed, and Russian legislation relating to banks and bank accounts may be subject to varying interpretations and inconsistent application. The 1998 financial crisis resulted in the bankruptcy and liquidation of many Russian banks and almost entirely eliminated the developing market for commercial bank loans at that time. From April to July 2004, the Russian banking sector experienced its first serious turmoil since the financial crisis of August 1998. As a result of various market rumours and, in some cases, certain regulatory and liquidity problems, several privately-owned Russian banks experienced liquidity problems and were unable to attract funds on the inter-bank market or from their client base. Simultaneously, they faced large withdrawals of deposits by both retail and corporate customers. Several of these privately-owned Russian banks collapsed or ceased or severely limited their operations. Russian banks owned or controlled by the Russian government or the CBR and foreign-owned banks generally were not adversely affected by the turmoil. Many Russian banks also do not meet international banking standards, and the transparency of the Russian banking sector still lags behind internationally accepted norms in certain respects. Banking supervision is also often inadequate, and, as a result, many Russian banks do not follow existing CBR regulations with respect to lending criteria, credit quality, loan loss reserves, diversification of exposure or other requirements. The imposition of more stringent regulations or interpretations could lead to determinations of inadequate capital and the insolvency of some banks. Prior to the global financial and economic crisis in 2008-2009, there had been a rapid increase in lending by Russian banks, which many believe was accompanied by deterioration in the credit quality of the borrowers. In addition, a robust domestic corporate debt market was leading to Russian banks increasingly holding large amounts of Russian corporate Rouble-denominated bonds in their portfolios, which further deteriorated the risk profile of Russian bank assets. The serious deficiencies in the Russian banking sector, combined with the deterioration in the credit portfolios of Russian banks, may result in the banking sector being more susceptible to market downturns or economic slowdowns, including due to Russian corporate defaults that may occur during any such market downturn or economic slowdown. There are currently also only a limited number of creditworthy Russian banks, most of which are located in Moscow. The bankruptcy or insolvency of any banks with which the Enlarged Group does business could adversely affect the Enlarged Group’s business. Another banking crisis, or the bankruptcy or insolvency of the banks which hold the Enlarged Group’s funds, could result in the loss of its income for several days or affect its ability to complete banking transactions in Russia, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition and prospects. Furthermore, any shortages of funds or other disruptions to banking experienced by the Enlarged Group’s banks from time to time could also have a material adverse effect on the Enlarged Group’s ability to complete its planned developments or obtain finance required for its planned growth and thus have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Social risks Social instability, including that caused by worsening economic conditions, turmoil in the Russian financial markets or differing political views, could lead to labour and social unrest. The past failures of the Russian government and many private enterprises to pay full salaries on a regular basis and the failure of salaries and benefits generally to keep pace with the rapidly increasing

Page 43 Risk Factors cost of living have led in the past, and could lead in the future, to labour and social unrest. Moreover, deteriorating economic conditions and turmoil in the financial markets in Russia, such as occurred as a result of the global financial and economic crisis in 2008-2009, may result in high unemployment, the failure of state and private enterprises to pay full salaries on time and the failure of salaries and benefits generally to keep pace with the increasing cost of living. These conditions have already led to a certain amount of labour and social unrest that may continue or escalate in the future. Labour and social unrest could have political, social and economic consequences, such as increased support for a renewal of centralised authority; increased nationalism, with support for re-nationalisation of privatised property, or expropriation of or restrictions on foreign involvement in the economy of Russia; and increased violence. In addition, following the State Duma elections held on 4 December 2011 and the presidential elections held on the 4 March 2012, Moscow, St. Petersburg and some other major urban centres in Russia experienced protests from supporters of opposition parties alleging irregularities in those elections, and supporters of the incumbent political party, on a scale not seen in Russia for many years. Although the structure of political forces in the State Duma did not change substantially and the election of Mr. Putin as president again is a sign of continuity in Russian politics, it is still unclear if these protests, or politically related social unrest more generally, will continue or escalate in the future. Any of these could have an adverse effect on confidence in Russia’s social environment and the value of investments in Russia, could restrict the Enlarged Group’s operations and lead to a loss of revenue, and therefore could have a material adverse effect on the Enlarged Group’s ability to obtain equity and debt financing in the international capital markets and the trading price of the GDRs. Crime and corruption could disrupt the Enlarged Group’s ability to conduct its business The economic changes in Russia in recent years have resulted in significant dislocations of authority. The local and international press have reported that significant organised criminal activity has risen. In addition, there are reportedly high levels of corruption, including the bribing of officials for the purpose of obtaining licences or other permissions, for the purpose of obtaining a right to supply goods or services to the state or major purchasers or for the purpose of initiating investigations by government agencies. Press reports have also described instances in which government officials have engaged in selective investigations and prosecutions to further their own interests or the interests of certain individuals. Additionally, published reports indicate that a significant number of Russian media regularly publish slanted articles in return for payment. Recent reports in the media have suggested that such practices continue to exist in the country, including as tactics in connection with the acquisition of companies or their assets by so-called “raiders”. Any allegations of the Enlarged Group’s involvement in such practices would pose a risk of prosecution and of possible criminal or administrative liability or reputational damage. The proliferation of organised or other crime, corruption and other illegal activities that disrupt the Enlarged Group’s ability to conduct its business effectively, or any claims that the Enlarged Group has been involved in corruption or illegal activities (even if false) that generate negative publicity, could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Incomplete, unreliable or inaccurate official data and statistics could create uncertainty. The official data published by the Russian federal, regional and local government agencies are substantially less complete or reliable than those of some of the more economically developed countries of North America and Europe. Official statistics may also be produced on different bases than those used in those countries. In addition, the Enlarged Group relies on and refers to information from various third-party sources and its own internal estimates. The Enlarged Group believes that these sources and estimates are reliable, but it has not independently verified them and, to the extent that such sources or estimates are based on official data released by Russian federal, regional and local government agencies, they will be subject to the same uncertainty as the official data on which they are based. Any discussion of matters relating to Russia in this Prospectus is, therefore, subject to uncertainty due to concerns about the completeness or reliability of available official and public information.

Page 44 Risk Factors

Legislative and legal risks Weaknesses relating to the Russian legal system and Russian legislation create an uncertain environment for investment and business activity in Russia. Russia’s legal framework has evolved rapidly in recent years. Since 1991, Russian law has been largely, but not entirely, replaced by the new legal regime established by the 1993 Federal Constitution. The Enlarged Group’s business is subject to the rules of the Russian Civil Code, other federal laws and decrees, and orders and regulations issued by the President, the Government, the federal ministries and the CBR, which are, in turn, complemented by regional and local rules and regulations. The following risks relating to the Russian legal system create uncertainties with respect to the legal and business decisions that the Enlarged Group makes, many of which do not exist to the same extent in countries with more developed market economies: ● the existence of inconsistencies between: (a) federal laws; (b) decrees, orders and regulations issued by the President, the Government and federal ministers; and (c) regional and local laws, rules and regulations; ● a lack of judicial and administrative guidance on interpreting legislation as well as a lack of sufficient commentaries on judicial rulings and legislation; ● a lack of certainty around the legal status of certain property; ● the relative unavailability of Russian legislation and court decisions in an organised manner that facilitates the understanding of such legislation and court decisions; ● the relative inexperience of judges and courts in interpreting legislation in accordance with new principles established under reformed statutes; ● the existence of substantial gaps in the legal framework due to the delay or absence of implementing regulations for certain legislation; ● a lack of judicial independence from political, social and commercial forces; ● alleged corruption within the judiciary and the governmental authorities; ● problematic and time-consuming enforcement of both Russian and non-Russian judicial orders and international arbitration awards; ● a high degree of discretion on the part of governmental authorities, leaving significant opportunities for arbitrary and capricious government action; and ● bankruptcy procedures that are not well developed and subject to abuse. Legislation relating to disclosure and reporting requirements and anti-money laundering legislation have only recently been enacted in Russia. The concept of fiduciary duties being owed by management or directors to their companies or shareholders is relatively new to Russian law. Violations of disclosure and reporting requirements or breaches of fiduciary duties could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. In addition, several fundamental Russian laws have only relatively recently become effective. The enactment of new legislation in the context of a rapid evolution to a market economy and the lack of consensus about the aims, scope, content and pace of economic and political reforms have resulted in ambiguities, inconsistencies and anomalies in the Russian legal system. The enforceability of some of the more recently enacted laws may be subject to doubt and many new laws remain untested. Russian legislation also often contemplates implementing regulations that have not yet been promulgated, leaving substantial gaps in the regulatory infrastructure. All of these weaknesses could affect the Enlarged Group’s ability to enforce its legal rights in Russia, including rights under contracts, or to defend against claims by others in Russia, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs.

Page 45 Risk Factors

The lack of independence of certain members of the judiciary, the difficulty of enforcing court decisions and governmental discretion in instigating, joining and enforcing claims could prevent the Enlarged Group from obtaining effective redress in court proceedings. The independence of the judicial system and the prosecutor general’s office and their immunity from economic and political influences in Russia are subject to doubt. The court system is under-staffed and under-funded. Judges and courts remain inexperienced in certain areas of business and corporate law, such as international financial transactions. Russia is a civil law jurisdiction where judicial precedents generally have no binding effect on subsequent decisions. Not all Russian legislation and court decisions are readily available to the public or organised in a manner that facilitates understanding. The Russian judicial system can be slow and court orders are not always enforced or followed by law enforcement agencies. Additionally, the press has often reported that court claims and governmental prosecutions are sometimes influenced by or used in furtherance of political aims or private interests. The Enlarged Group may be subject to such claims and may not be able to receive a fair hearing. In addition, judgements rendered by a court in any jurisdiction outside Russia will be recognised by courts in Russia only if (i) an international treaty exists between Russia and the country where the judgement was rendered providing for the recognition of judgements in civil cases or (ii) a federal law of Russia providing for the recognition and enforcement of foreign court judgements is adopted. No such federal law has been passed, and no such treaty exists between Russia and most Western jurisdictions, including the United States or the United Kingdom. Even if such a treaty were in place, Russian courts might nonetheless refuse to recognise or enforce a foreign court judgement on the grounds set out in the relevant treaty and in Russian law. Consequently, should a judgement be obtained from a court in any applicable jurisdiction, it is unlikely to be given direct effect in Russian courts. All of these factors make judicial decisions in Russia difficult to predict and effective redress uncertain, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The laws relating to Russian corporations are technical in nature, not well developed and subject to inconsistent application. Many of the Company’s operating subsidiaries are organised and existing in Russia and hold all their assets in Russia. Accordingly, the formation of, requirements for, operations of, and corporate actions by, such companies are subject to mandatory rules of Russian law and are not the standards applicable to private companies in the United Kingdom, Europe or the United States, which may be more developed and transparent than private company standards in Russia. For example, Russian law requires that a limited liability company or a joint stock company be liquidated if the value of its net assets which, as a principle of Russian law, are to be determined under Russian Accounting Standards (RAS), is lower than the minimum amount of its charter capital specified by Russian law as at the end of the second year and each subsequent financial year following its incorporation. If a company fails to comply with this requirement within a reasonable period of time, a court could, at least in theory, order its liquidation. In such circumstances, the company’s creditors may claim for early performance of the company’s obligations (including the early repayment of debt), terminate existing commercial relationships and claim damages. Certain of the Enlarged Group’s subsidiaries have in the past had negative net assets as determined under RAS and Yanino, as a debt financed start-up operation that is still in the development phase, currently has negative net assets as determined under RAS. Although the Enlarged Group considers it unlikely, the Russian tax or other authorities, and/or third parties, could apply for these subsidiaries to be put into liquidation on the basis that the negative net assets were not remedied within a reasonable period of time. Similarly, Russian law provides for particular requirements that should be complied with in the course of establishing and reorganising a Russian company, or during its operations. Certain provisions of Russian law may allow a court, or in some cases a state authority, to order liquidation of a Russian legal entity on the basis of its formal non-compliance with certain requirements during formation of such entity or during its operation or reorganisation. Although the Enlarged Group considers it unlikely, if any of the Enlarged Group’s Russian subsidiaries are found to be in non-compliance with any of these requirements, they could be vulnerable to such an action.

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As with other areas of Russian law, the Russian courts’ interpretations of corporate law concepts are at times subject to inconsistent interpretation and application. See “—Weaknesses relating to the Russian legal system and Russian legislation create an uncertain environment for investment and business activity in Russia” and “—The lack of independence of certain members of the judiciary, the difficulty of enforcing court decisions and governmental discretion in instigating, joining and enforcing claims could prevent the Enlarged Group from obtaining effective redress in court proceedings”. If a Russian court or a governmental authority were to take a position unfavourable to the Enlarged Group and decide to order a liquidation of a Russian subsidiary or to nullify a corporate action, the Enlarged Group may need to restructure its operations and repay outstanding indebtedness, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Shareholder liability under Russian corporate law could cause the Company to become liable for the obligations of its subsidiaries. The Civil Code, Federal Law No. 208-FZ “On Joint Stock Companies” dated 26 December 1995, as amended (the Joint Stock Companies Law), and Federal Law No. 14-FZ “On Limited Liability Companies” dated 8 February 1998, as amended (the LLC Law), provide that shareholders in a Russian joint stock company or participants in a Russian limited liability company generally are not liable for that company’s obligations and bear only the risk of loss of their investment. Additional shareholder liability may arise, however, if one person (the Effective Parent) can give binding instructions to another person (the Effective Subsidiary). The Effective Parent bears joint and several liability for transactions concluded by the Effective Subsidiary in carrying out business decisions if: ● the Effective parent’s decision-making capability is provided for in the charter of the Effective Subsidiary or in a contract between the Effective Parent and the Effective Subsidiary; and ● the Effective Parent gives binding directions to the Effective Subsidiary. Moreover, an Effective Parent is secondarily liable for an Effective Subsidiary’s debts if the Effective Subsidiary becomes insolvent or bankrupt as a result of the action or inaction of the Effective Parent. The Effective Parent’s liability will be triggered if it has exercised a possibility to give binding instructions to the Effective Subsidiary knowing that this could result in Effective Subsidiary’s insolvency. Similarly, other shareholders of the Effective Subsidiary may claim compensation for the Effective Subsidiary’s losses from the Effective Parent that causes the Effective Subsidiary to take action or fail to take action knowing that such action or failure to take action would result in losses. The Company could be found to be the Effective Parent of its subsidiaries, in which case it could become liable for their debts, which could have a material adverse effect on its business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group could be subject to arbitrary government action. Government authorities have a high degree of discretion in Russia and at times appear to act selectively or arbitrarily, without hearing or prior notice, and sometimes in a manner that may not be in full accordance with the law or that may be influenced by political or commercial considerations. Moreover, government authorities also have the power in certain circumstances, by regulation or government act, to interfere with the performance of, nullify or terminate contracts. Unlawful, selective or arbitrary governmental actions have reportedly included denial or withdrawal of licences, sudden and unexpected tax audits, criminal prosecutions and civil actions. Federal and local government entities also appear to have used common defects in matters surrounding share issuances and registration as pretexts for court claims and other demands to invalidate such issuances or registrations or to void transactions, seemingly for political purposes. Standard & Poor’s, a division of McGraw Hill Companies, Inc., has expressed concerns that “Russian companies and their investors can be subjected to government pressure through selective implementation of regulations and legislation that is either politically motivated or triggered by competing business groups”. For example, certain provisions of Russian law may allow a court to order the liquidation of a Russian legal entity on the basis of its formal non-compliance with certain requirements during the formation of such entity or during its operation; for example, if it has or has had net assets lower than its share capital. In certain cases the registering state authority even without a court decision may liquidate a Russian legal entity, and there is precedent for such politically motivated actions in Russia. In this environment, the Enlarged Group’s competitors may receive preferential treatment from the government, potentially giving them a

Page 47 Risk Factors competitive advantage. Although arbitrary, selective or unlawful government action may be challenged in court, such action, if directed at the Enlarged Group or its shareholders, lead to termination of contracts, civil litigation, criminal proceedings and imprisonment of key personnel, any of which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. In addition, since 2003, the Ministry for Taxes and Levies (now succeeded by the Federal Tax Service) has begun to challenge certain Russian companies’ use of tax optimisation schemes, and press reports have speculated that these enforcement actions have been selective. Although the Enlarged Group believes that it is currently in compliance with all of its tax obligations with respect to its operations in Russia, there can be no assurance that the Federal Tax Service, or any of its lower divisions, will not become more aggressive in respect of future tax audits or other compliance activities, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Russian legislation may not adequately protect against expropriation and nationalisation. The Russian Government has enacted legislation to protect foreign investment and other property against expropriation and nationalisation. If such property is expropriated or nationalised, legislation provides for fair compensation. However, there is no assurance that such protections would be enforced. This uncertainty is due to several factors, including: ● the lack of state budgetary resources; ● the apparent lack of political will to enforce legislation to protect property against expropriation and nationalisation; ● the lack of an independent judiciary and sufficient mechanisms to enforce judgements; and ● reportedly widespread corruption among government officials. The concept of property rights is not well developed in Russia and there is little experience in enforcing legislation enacted to protect private property against expropriation or nationalisation. An anti- privatisation lobby still exists within the Russian parliament. Accordingly, there can be no assurance that legislation protecting private investments will not be withdrawn. In addition, land may be subject to compulsory purchase by the state for its own needs or as a sanction for the inappropriate use of that land. It is not clear from Russian law how losses from nationalised assets would be calculated nor whether there would be any way to seek to challenge (and therefore to prevent) the confiscation of such assets. As a result, the Enlarged Group may not be able to obtain proper redress in the courts, and may not receive adequate compensation if, in the future, the Russian government decides to expropriate or nationalise some or all of the Enlarged Group’s assets. Expropriation or nationalisation of all or a portion of the Enlarged Group’s business, especially without fair compensation, would have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Russian currency regulation has been liberalised but may remain subject to change. In the 1990s, during a time of adverse economic conditions, the Russian currency control regime was severely restricted. At times, a temporary moratorium was imposed on certain hard currency payments and operations. However, there has been a liberalisation of the currency control regime, with the abolishment of certain currency restrictions from 1 January 2007. Notwithstanding this liberalisation, there can be no assurance that future changes to the Russian exchange control regime will not restrict the Company’s ability to repatriate earnings from its subsidiaries to pay dividends or to pay for the general operational expenses of the Company in Cyprus, or otherwise have a negative impact on the development of the Russian capital markets, which could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The Enlarged Group may incur material costs to comply with, or as a result of, health, safety and environmental laws and regulations. Russian regulatory authorities exercise considerable discretion in matters of enforcement and interpretation of applicable laws, regulations and standards, the issuance and renewal of permits and in

Page 48 Risk Factors monitoring compliance with the terms thereof. Compliance with new requirements may be costly and time consuming and may result in delays in the commencement or continuation of the Enlarged Group’s operations. Moreover, any failure by the Enlarged Group to comply with such requirements may result in the imposition of sanctions, including civil and administrative penalties, upon the Enlarged Group or its subsidiaries and criminal and administrative penalties applicable to officers of the Enlarged Group’s subsidiaries. There can be no assurance that the Enlarged Group will be able to comply with existing or new requirements and, as a result, the Enlarged Group may be required to cease certain of its business activities and/or to remedy past infringements. Any such decisions, requirements or sanctions could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs.

RISKS RELATING TO CYPRUS Adverse financial measures may be adopted in Cyprus in connection with its bailout In June 2012, the Cypriot government applied for financial assistance from the European Central Bank, the European Commission and the International Monetary Fund (together, the Troika). As economic conditions in Cyprus deteriorated, the Cypriot government ordered all banking institutions in Cyprus to temporarily close from and including 15 March 2013 to 27 March 2013, to avoid a run on deposits held in the country’s banks, and entered into intensive negotiations with the Troika. On 24 March 2013, the Cypriot government and the Troika reached a provisional agreement regarding the provision of a EUR10 billion loan and related finance package to Cyprus, such loan and finance package being conditional on Cyprus implementing a comprehensive economic adjustment programme (the Cyprus Economic Adjustment Programme). The Cyprus Economic Adjustment Programme will include a scheme for the reorganisation of the Cypriot banking system which will result in the Cyprus Popular Bank Public Co Ltd, or the Cyprus Popular Bank, Cyprus’ second largest bank, being absorbed into Bank of Cyprus plc and in deposit holders with credit balances in excess of EUR100,000 net of loans held with Cyprus Popular Bank or Bank of Cyprus plc suffering significant or total losses. As a part of the implementation of the Cyprus Economic Adjustment Programme, temporary restrictions on bank transfers and withdrawals from banking institutions in Cyprus have been imposed. In addition, the Cypriot government and the Troika have reached an agreement on a Memorandum of Understanding pursuant to which the Cypriot government has passed legislation for the increase of the income tax rate from 10% to 12.5% and an increase of the rate of the special defence contribution tax applicable to certain sources of interest income from 15% to 30%. The measures implemented to date have not had, and are not expected to have, a material impact on holding companies, such as the Company, that do not have significant deposits in Cyprus banks or trading activities in Cyprus. However, further disruption to the Cyprus banking system, or additional changes to implement the Cyprus Economic Adjustment Programme, could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Moreover, there can be no assurance that financial assistance to the Cypriot government from the Troika will continue in the future.

RISKS RELATING TO THE GDRS Voting rights with respect to the Ordinary Shares represented by the GDRs are limited by the terms of the Deposit Agreement for the GDRs and relevant requirements of Cypriot law. GDR holders have no direct voting rights with respect to the Ordinary Shares represented by the GDRs (including the GDRs). GDR holders are able to exercise voting rights with respect to the shares represented by GDRs only in accordance with the provisions of the deposit agreement entered into on 28 June 2011, as amended between the Company and the Depositary (the Deposit Agreement) and relevant requirements of Cypriot law. Therefore, there are practical limitations upon the ability of GDR holders to exercise their voting rights due to the additional procedural steps involved in communicating with such holders. Holders of Ordinary Shares will receive notice directly from the Company and will be able to exercise their voting rights either personally or by proxy. GDR holders, by comparison, will not receive notice directly from the Company. Rather, in accordance with the Deposit Agreement, the Company will provide notice to the Depositary. The Depositary has agreed that it will, as soon as practicable, at the Company’s expense, distribute to GDR holders notices of meetings, copies of voting materials (if and as received by the Depositary from the Company) and a statement as to the manner in which GDR holders may give instructions.

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In order to exercise their voting rights, GDR holders must then instruct the Depositary how to vote the Ordinary Shares represented by the GDRs they hold. As a result of this additional procedural step involving the Depositary, the process for exercising voting rights may take longer for GDR holders than for holders of Ordinary Shares, and there can be no assurance that GDR holders will receive voting materials in time to enable them to return voting instructions to the Depositary in a timely manner. If the Depositary does not receive timely voting instructions, the Holder shall be deemed to have instructed the Depositary to give a discretionary proxy to a person appointed by the Company to vote such Ordinary Shares, provided that such discretionary proxy will not be given if the Company does not wish such proxy to be given or if such matter materially and adversely affects the rights of holders of Ordinary Shares. If timely voting instructions are not received and no discretionary proxy is given in respect of such Ordinary Shares, or if the Depositary determines that it is not permissible under Cyprus law or it is reasonably impracticable to vote or cause to be voted the Ordinary Shares, such Ordinary Shares will not be voted. For further details, see “Terms and Conditions of the Global Depositary Receipts”. Concern by GDR holders regarding these limits on voting rights in respect of the Ordinary Shares represented by GDRs could have a material adverse effect on the trading price of the GDRs. Sales of GDRs or Ordinary Shares following Completion may result in a decline in the price of GDRs. Each of the Sellers has agreed that, with respect to all of the Subscription Securities, until the expiry of a period of 180 days after the Closing Date, neither it nor any person acting on its behalf will sell, pledge or encumber the Ordinary Shares (the Lock-up Agreement). This lock-up will continue for a total of 24 months following Closing with respect to ordinary shares equal to 10% of GPI’s issued share capital. Upon the expiry of the Lock-up Agreement, the sale of a substantial number of GDRs or the possibility that these sales may occur, may result in a decline in the price of the GDRs, and investors may not be able to sell GDRs they purchased. The Company is not subject to the same takeover protection as a company which has its registered office, and shares listed on a regulated market, in the United Kingdom. Since the Company has its registered office in Cyprus and GDRs representing its shares are listed on a regulated market in the United Kingdom, the takeover protection regime applicable to the Company is different from, and may be more limited than, that applicable to a company which has its registered office, and shares listed on a regulated market, in the United Kingdom. Any offer for GDRs will be subject to the provisions of the United Kingdom City Code on Takeovers and Mergers in respect only of matters relating to the consideration offered and the offer procedure, while Cypriot law will apply to such an offer in relation to company law matters (such as whether such an offer would trigger a mandatory offer to all holders of GDRs) and the information to be provided to the employees of the Company. Holders of GDRs in certain jurisdictions (including the United States) may not be able to exercise their pre-emptive rights in relation to future issues of Ordinary Shares. In order to raise funding in the future, the Company may issue additional Ordinary Shares, including in the form of GDRs. Generally, existing holders of ordinary shares in Cyprus public companies are in certain circumstances entitled to pre-emptive rights on the issue of new ordinary shares in that company on a pro-rata basis to the participation of each shareholder in the capital of the Company, on a specific date fixed by the directors. Holders of GDRs in certain jurisdictions (including the United States) may not be able to exercise pre-emptive rights for ordinary shares represented by GDRs unless the applicable securities law requirements in such jurisdiction (including, in the United States, in some circumstances the filing of a registration statement under the US Securities Act) are adhered to or an exemption from such requirements is available. The Company is unlikely to adhere to such requirements and an exemption may not be available. Accordingly, such holders may not be able to exercise their pre-emptive rights on future issuances of Ordinary Shares, and, as a result, their percentage ownership interest in the Company would be reduced. The Ordinary Shares underlying the GDRs are not listed and may be illiquid. Unlike many other GDRs traded on the London Stock Exchange, the Ordinary Shares are neither listed nor traded on any stock exchange, and the Company does not intend to apply for the listing or admission to trading of the Ordinary Shares on any stock exchange. As a result, a withdrawal of

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Ordinary Shares by a holder of GDRs, whether by election or due to certain events described under “Terms and Conditions of the Global Depositary Receipts—Termination of Deposit Agreement”, will result in that holder obtaining securities that are significantly less liquid than the GDRs and the price of those Ordinary Shares may be discounted as a result of such withdrawal.

RISKS RELATING TO TAXATION Taxation risks relating to Russia The Enlarged Group’s business may be subject to taxation exposure in Russia. Generally, taxes payable by Russian companies are relatively substantial and include, among other matters, corporate profits tax, VAT, property tax, excise duties and payroll-related taxes. Laws related to these taxes have been in force for a short period of time compared to tax laws in more developed market economies. Historically, the system of tax collection has been relatively ineffective, resulting in the imposition of new taxes in an attempt to increase revenue and continual changes in the interpretation of the existing laws by various authorities. The Russian Government has implemented reforms of the tax system that have resulted in some improvement in the tax climate. The cornerstone of such reforms was a complete redrafting of the tax law into the Tax Code of the Russian Federation (the Russian Tax Code). As well as providing greater clarity, this has included the reduction of most “headline” tax rates and the reduction of a number of taxes applicable to businesses. Russian tax laws, regulations and court practice are subject to frequent change, varying interpretation and inconsistent and selective enforcement. The law and legal practice in Russia are not as clearly established as those of western countries and there are a number of practical uncertainties in applying the tax legislation provisions. Some of these uncertainties are of a general nature, whereas others relate specifically to companies operating in the port industry. In addition, in some past instances, although it may be viewed as contradictory to the Russian constitutional law, Russian tax authorities applied certain tax laws retroactively, issued tax claims for periods for which the statute of limitations had expired and reviewed the same tax period multiple times. Different interpretations of tax regulations exist both among and within government bodies at federal, regional and local levels, creating uncertainties and inconsistent enforcement. There are no clear rules or implementation practice for distinguishing between lawful tax optimisation and tax evasion. Furthermore, taxpayers, the Russian Ministry of Finance and the Russian tax authorities often interpret tax laws differently. The current practice is that private clarifications to specific taxpayers’ queries with respect to particular situations issued by the Russian Ministry of Finance are not binding on the Russian tax authorities and there can be no assurance that the Russian tax authorities will not take positions contrary to those set out in such clarifications. During the past several years the Russian tax authorities have shown a tendency to take more assertive positions in their interpretation of the tax legislation which has led to an increased number of material tax assessments issued by them as a result of tax audits of companies operating in various industries, including the ports sector. In practice, the Russian tax authorities generally interpret the tax laws in ways that do not favour taxpayers, who often have to resort to court proceedings against the Russian tax authorities to defend their position. Furthermore, in the absence of a binding precedent, court rulings on tax or other related matters taken by different courts relating to the same or similar circumstances may also be inconsistent or contradictory. Current Russian tax legislation is, in general, based upon the formal way in which transactions are documented, looking to form rather than substance. However, the Russian tax authorities are increasingly taking a “substance and form” approach, which may cause additional tax exposures to arise in the future. Tax declarations, together with other tax related documentation, are subject to review and investigation by a number of authorities, which may impose additional taxes, penalties and interest for late payment. Generally, tax audits may cover the taxpayer’s activities for a period of three calendar years immediately preceding the year in which the decision to carry out the audit is adopted; however, previous tax audits do not completely exclude subsequent claims relating to a period that has already been audited. See “—Russian subsidiaries of the Company are subject to tax audits by the Russian tax authorities which may result in additional liabilities for the Enlarged Group”. The Russian Government has taken steps aimed at preventing tax evasion, imposing additional liabilities on taxpayers. On 3 December 2012, the Russian Government issued Resolution No. 2250-r presenting a list of amendments to be introduced into Russian legislation by the end of 2013 in order to

Page 51 Risk Factors prevent tax evasion. This resolution proposes changes to law introducing, among other matters, additional grounds for the reassessment of tax liabilities, additional rights of governmental authorities, stricter criminal responsibility for money laundering and violation of foreign currency legislation. On 28 June 2013, a new federal law aiming at countering illegal financial operations was adopted. The new law, among other things, imposes additional obligations on taxpayers and grants additional powers to the Russian tax authorities. Further, the law introduces the notion of beneficial owner (which is understood as an individual only) and requirement for financial institutions to request information on ownership structures of its clients up to the ultimate beneficial owners, inter alia, within account opening process. The Russian Tax Code has been amended to allow in certain cases for judicial recovery of outstanding tax arrears of subsidiary/associated companies from principal (dominant or holding interest) companies. These amendments and initiatives may have significant negative effect on Russian taxpayers and may expose them to additional tax, administrative and criminal risks, as well as to extra costs necessary to secure compliance with the new rules. These facts create tax risks in Russia that may be substantially more significant than typically found in countries with more developed tax systems. Although Russia’s tax climate and the quality of tax legislation have generally improved with the introduction of the Russian Tax Code, there can be no assurance that the Russian Tax Code will not be changed in the future in a manner adverse to the stability and predictability of the tax system and the possibility exists that the Russian Government may impose arbitrary or onerous taxes and penalties in the future. Although it is unclear how these changes would operate, the introduction of such changes could affect the overall tax efficiency of the Enlarged Group’s operations and result in significant additional tax liabilities. Additional tax exposure could have a material adverse impact on the Enlarged Group’s business, financial performance and prospects and the trading price of the GDRs. Despite the Russian Government taking steps to reduce the overall tax burden on taxpayers in recent years, certain companies and industries are being challenged over structures, arrangements and transactions which have not been challenged or litigated in prior tax audits. Russian subsidiaries of the Company may therefore be subject to greater than expected tax burdens. Additionally, taxes have been used as a tool for significant state intervention in certain key industries. See “—Risks relating to Russia—Legislative and legal risks—The Enlarged Group could be subject to arbitrary government action”. All of this could have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Russian subsidiaries of the Company are subject to tax audits by the Russian tax authorities which may result in additional liabilities for the Enlarged Group. Taxpayers in Russia are subject to tax audits covering a period of three calendar years immediately preceding the year in which the decision to carry out the audit is adopted. However, previous tax audits do not exclude subsequent claims relating to the audited periods during the three year limitation period because Russian tax law authorises upper level tax inspectorates to revisit the results of tax audits conducted by subordinate tax inspectorates, and the Russian tax authorities are allowed to carry out repeat on-site tax audits in connection with the restructuring or liquidation of a taxpayer or if the taxpayer resubmits an adjusted tax return based on which the amount of tax is reduced. The limitation of the tax audit period corresponds to the statute of limitations on the commission of a tax offence, which is also limited to three years from the date on which a tax offence was committed or from the date following the end of the tax period during which the tax offence was committed (depending on the nature of the tax offence). The Russian Tax Code provides for the extension of the three-year statute of limitations if the taxpayer has obstructed the conduct of an on-site tax audit and which created an insurmountable obstacle to the performance of that audit. Prior to the introduction of these provisions into the Russian Tax Code, on 14 July 2005, the Constitutional Court of the Russian Federation issued a decision that allows the statute of limitations for tax liabilities to be extended beyond the three-year term set forth in the tax laws if a court determines that the taxpayer has “obstructed” or “hindered” a tax inspection. Since the terms “obstructed”, “hindered” and “created insurmountable obstacles” are not defined in Russian law, the Russian tax authorities may have broad discretion to argue that a taxpayer has “obstructed” or “hindered” or “created insurmountable obstacles” in respect of an inspection, effectively linking any difficulty experienced in the course of the tax audit with obstruction by the taxpayer, and ultimately to re-inspect a taxpayer for the purpose of assessing additional taxes and penalties and late payment interest thereon beyond the three-year statute of limitations.

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On the other hand, on 17 March 2009, the Constitutional Court of the Russian Federation issued a decision preventing the Russian tax authorities from carrying out a subsequent tax audit for the same tax period as an initial audit if there is a court decision in force taken in respect of the tax dispute between the relevant taxpayer and the relevant tax authority which covered the taxation matters raised during the initial tax audit and such court decision has not been revised or annulled. The tax audits may result in additional tax liabilities, significant penalties, interest for late payment and enforcement measures for the Enlarged Group if the relevant authorities conclude that the Enlarged Group did not satisfy its tax obligations in any given year. This may have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. The tax audits may also impose an additional administrative burden on the Enlarged Group by diverting the attention of its management and financial personnel and requiring resources for defending the Enlarged Group’s tax position, including for any tax litigation. The Enlarged Group may be deemed to receive unjustified tax benefits. On 12 October 2006, the Plenum of the Russian Supreme Arbitration Court issued Ruling No. 53 concerning judicial practice with respect to unjustified tax benefits received by taxpayers. The ruling provides that a tax benefit means a reduction in the amount of a tax liability resulting, in particular, from a reduction of the tax base, the receipt of a tax deduction (recovery) or tax concession, the application of a reduced tax rate and the receipt of a right to a refund (offset) or reimbursement of tax from the budget. The court ruled that a tax benefit itself cannot be regarded as a business objective, and such tax benefit may be deemed unjustified if the true economic intent of transactions is inconsistent with the manner in which they have been accounted for tax purposes or when a transaction lacks a reasonable economic or business purpose. On the other hand, the mere fact that the same economic result might have been obtained with a lesser tax benefit received by the taxpayer should not be treated as grounds for declaring a tax benefit to be unjustified. There has been little further guidance on the interpretation of this concept by the Russian tax authorities or courts, but it is apparent that the Russian tax authorities actively seek to apply this concept when challenging tax positions taken by taxpayers. Although the intention of the ruling was to combat abuse of tax law, based on the available court practice relating to this ruling, the Russian tax authorities have started applying the “unjustified tax benefit” concept in a broader sense than may have been initially intended by the Supreme Arbitration Court. The above risks and uncertainties complicate the Enlarged Group’s tax planning and related business decisions, potentially exposing the Enlarged Group to significant penalties and interest for late payments and enforcement measures and could have a material adverse effect on the Enlarged Group’s business, operating results, financial condition or prospects and the trading price of the GDRs. The Company may be exposed to taxation in Russia if the Company is treated as having a Russian permanent establishment. The Russian Tax Code contains the concept of permanent establishment in Russia as a means for taxing foreign legal entities which carry on regular entrepreneurial activities in Russia beyond preparatory and auxiliary activities. Russia’s double tax treaties with other countries, including Cyprus, also contain a similar concept. However, the practical application of the concept of a permanent establishment under Russian domestic law is not well developed and so foreign companies having even limited operations in Russia, which would not normally satisfy the conditions for creating a permanent establishment under international norms, may be at risk of being treated as having a permanent establishment in Russia and hence being liable to Russian taxation. Although the Company intends to conduct its affairs so that it is not treated as having a permanent establishment in Russia, no assurance can be given that the Company will not be treated as having such a permanent establishment. If the Company is treated as having a permanent establishment in Russia, it would be subject to Russian taxation in a manner broadly similar to the taxation of a Russian legal entity. Although only the part of the income of a foreign entity that is attributable to a permanent establishment should be subject to taxation in Russia. The Russian Tax Code contains some attribution rules which are not sufficiently developed. There is, therefore, a risk that the Russian tax authorities might seek to assess Russian tax on the entire income of a foreign company. Having a permanent establishment in Russia may also have other adverse tax implications, including challenging a reduced

Page 53 Risk Factors withholding tax rate under an applicable double tax treaty, a potential effect on VAT and property tax obligations. There is also a risk that penalties could be imposed by the tax authorities for failure to register a permanent establishment with the Russian tax authorities. Recent events in Russia suggest that the tax authorities may more actively be seeking to investigate and assert that foreign entities operate through a permanent establishment in Russia. Any such taxes or penalties could have a material adverse effect on the Enlarged Group’s business, operating results, financial condition or prospects and the trading price of the GDRs. It should also be noted that the Russian tax legislation does not currently have a concept of tax residency for legal entities. Russian legal entities are taxed on their worldwide income whilst foreign legal entities are taxed in Russia on income attributable to their permanent establishment and on Russian source income, received by these foreign legal entities. However, the Russian Government in its “Major Trends in Russian Tax Policy for 2014-2016” has indicated that it intends to introduce the concept of tax residency for legal entities. on the basis of several criteria similar to those used in double tax treaties concluded by Russia. In this context it should be noted that in international practice tax residence of legal entities is determined on the basis of the place of their effective management and control. It is unclear when and how (if at all) such changes are to be made, their exact nature, their interpretation by the tax authorities and how they might affect the Enlarged Group. In case such a concept is introduced into the Russian legislation, there is a risk that non-Russian companies in the Enlarged Group may be treated as Russian tax residents and thus may be subject to taxation in Russia. Russian transfer pricing rules may adversely affect the Enlarged Group’s business, financial condition and results of operations Russian transfer pricing legislation which was effective before 1 January 2012 was broad in scope and vaguely drafted, generally leaving wide scope for interpretation at the discretion of the Russian tax authorities and courts, and there was limited guidance as to how these rules should had been applied. Moreover, in the event that a transfer pricing adjustment was made by the tax authorities, the transfer pricing rules did not provide for a corresponding adjustment to the related counterparty in the relevant transaction. New Russian transfer pricing legislation was introduced by Federal Law No. 227-FZ dated 18 July 2011 and became effective on 1 January 2012. The new rules are more technically elaborated, detailed and, to a certain extent, better aligned with the international transfer pricing principles developed by the Organisation for Economic Cooperation and Development, although there are some irregularities of how these principles are reflected in the local rules. The list of the “controlled” transactions under this new law includes transactions with related parties and certain types of cross border transactions. The new legislation introduces a mechanism of correlative adjustments for taxpayers in order to avoid double taxation in Russia. Provided that the tax authorities adjust the tax base of a Russian taxpayer, the other party to the controlled transaction will be entitled to claim a corresponding adjustment to its tax base. The wording within the new law refers to correlative adjustments relating to Russian domestic transactions only. The amendments have toughened considerably the previous transfer pricing rules, by, among other things, effectively shifting the burden of proving market prices from the tax authorities to the taxpayer and obliging the taxpayer to keep specific documentation. Special transfer pricing rules continue to apply to transactions with securities and derivatives. It is currently difficult to evaluate what effect these new provisions may have on the Enlarged Group. However, the new transfer pricing legislation could have a considerable impact on the Enlarged Group’s tax position. Accordingly, due to uncertainties in the interpretation of Russian transfer pricing legislation which was in effect before 2012 and the recently introduced new transfer pricing legislation, no assurance can be given that the tax authorities will not challenge the Enlarged Group’s prices and make adjustments which could affect the Enlarged Group’s tax position despite the GPI Group’s and NCC Group’s best efforts to refer to market prices with respect to related party transactions. The imposition of additional tax liabilities under the Russian transfer pricing legislation may have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs.

Page 54 Risk Factors

The Enlarged Group may encounter difficulties in obtaining lower rates of Russian withholding income tax envisaged by the Russia-Cyprus double tax treaty for dividends distributed from the Company’s Russian subsidiaries. Dividends paid by a Russian legal entity to a foreign legal entity are generally subject to Russian withholding income tax at a rate of 15%, although this tax rate may be reduced under an applicable double tax treaty. The Company intends to rely on the Russia-Cyprus double tax treaty (the Tax Treaty). This Tax Treaty allows reduction of withholding income tax on dividends paid by a Russian company to a Cypriot company to 10% provided that the following conditions are met: (i) the Cypriot company is a tax resident of Cyprus within the meaning of the Tax Treaty; (ii) the Cypriot company is the beneficial owner of the dividends; (iii) the dividends are not attributable to a permanent establishment of the Cypriot company in Russia; and (iv) the treaty clearance procedures are duly performed. This rate may be further reduced to 5% if the direct investment of the Cypriot company in a Russian company paying the dividends is at least USD100,000 (EUR 100,000 as of 1 January 2013). Although the Company will seek to claim treaty protection, there is a risk that the applicability of the reduced rate of 5% or 10% may be challenged by the Russian tax authorities. As a result, there can be no assurance that the Company would be able to avail itself of the reduced withholding income tax rate in practice. Specifically, the Company may incur a 15% withholding income tax at source on dividend payments from the Russian subsidiaries if the treaty clearance procedures are not duly performed at the date when the dividend payment is made. In this case the Company may seek to claim as a refund the difference between the 15% tax withheld and the reduced rate of 10% or 5% as appropriate. However, there can be no assurance that such taxes would be refunded in practice. Russian withholding tax may also be applied when dividends are received from the Company’s Russian subsidiaries by the Company’s non-Russian subsidiaries. Although the Enlarged Group intends to rely on the applicable double tax treaty between Russia and the country where the relevant non-Russian subsidiary is resident, no assurance can be given that the reduced withholding tax rate would apply. In May 2009 the Russian President included in his Budget Message regarding the Budget Policy for 2010-2012 a proposal for legislative changes to introduce an anti-avoidance mechanism with respect to double tax treaty benefits in cases where the ultimate beneficiaries of income do not reside in the relevant tax treaty jurisdiction. The Russian Government has also proposed in its “Major Trends in Russian Tax Policy for 2014-2016” legislative changes concerning an anti-avoidance mechanism with respect to double tax treaty benefits. The document also contains a proposal of the Russian authorities for introduction into domestic tax law of the concept of “controlled foreign corporations”. Further, the Russian Ministry of Finance has issued a number of clarifications with respect to the tax treaty concept of “beneficial ownership”. Although the clarifications up to the date of this prospectus have been of limited use, they demonstrate an attempt by the Russian tax authorities to address the question of beneficial ownership of income in international financial transactions and holding structures. It is not clear whether and when these amendments may be introduced or how they may be applied. If and when enacted, such amendments may result in the inability for foreign entities of the Enlarged Group to claim benefits under a double taxation treaty through structures which historically were subject to double taxation treaty protection in Russia. The Enlarged Group may encounter practical difficulties in recovery of VAT paid to vendors or at customs and with the application of the 0% VAT rate. Many Russian companies, especially those involved in export sales, encounter practical difficulties with the recovery of VAT paid to vendors or at customs (Input VAT). Under the Russian Tax Code, Russian incorporated companies within the Enlarged Group are entitled to recover the excess of Input VAT over VAT collected from the buyers of their goods and services (Output VAT) either through cash refunds or offset against future tax liabilities and are also entitled to earn interest on any excess Input VAT amounts which have not been timely refunded by the Russian tax authorities. In practice, however, receipt of cash refunds / offsets is often associated with significant practical difficulties since the tax authorities in Russia are generally reluctant to refund VAT to exporting companies or offset such VAT against their future payments. As a result, obtaining a VAT

Page 55 Risk Factors refund / offset is usually a time-consuming and burdensome process and may be associated with necessity to litigate the right for VAT refund / offset. Despite the Enlarged Group’s efforts at compliance, there remains a risk that a portion of Input VAT may not be recoverable by the Russian incorporated companies within the Enlarged Group or that the recovery may take a significant amount of time, which may have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. In addition, effective 1 January 2011, amendments related to the application of the 0% VAT rate have been introduced into the Russian Tax Code. The amendments introduced cover the applicability of the 0% VAT rate to works and services related to the import/export of goods, including transportation related services, services in sea ports related to exported and imported goods and documents required to confirm its application. A revised more detailed list of works and services subject to the 0% VAT rate has now been established. On the one hand, this may result in an opportunity to apply the 0% VAT rate to certain new types of work and services. However, on the other hand, the amendments may also lead to an inability to apply the 0% rate to certain works and services, previously (i.e. prior to 2011) taxable at the 0% rate. There is therefore a risk that some of the services performed by the Enlarged Group’s Russian subsidiaries will not be subject to the 0% VAT rate, which may have a material adverse effect on the Enlarged Group’s business, results of operations, financial condition or prospects and the trading price of the GDRs. Consolidation of Russian companies for tax purposes. Before 2012 the Russian law did not provide for the possibility of group relief or fiscal unity. Consequently, financial results of each of Russian company belonging to the group were not consolidated for tax purposes, i.e. no offset of profit of one entity against losses of another entity in the group was possible. In November 2011 a draft law on consolidated groups of taxpayers was adopted by the Russian Government (effective from 1 January, 2012). Introduction of the consolidated tax reporting enabled consolidation of financial results of Russian taxpayers which are part of one group for corporate income tax purposes (subject to certain requirements for the group members). Nevertheless, according to the current version of the law, intragroup transactions are not excluded from the taxable base. Moreover, the current version of the law contains certain grey areas and it is difficult to predict how such provisions will work in practice. It is currently uncertain how the law will be interpreted and applied by the Russian tax authorities and courts in practice and what effect it may have on taxpayers, including the Enlarged Group. However, the Enlarged Group expects that these new consolidation rules in their current version would unlikely apply to it. In addition, input VAT of one subsidiary of the Company cannot be offset against output VAT of another subsidiary. Taxation risks relating to Cyprus The Company and the GDR holders may be subject to Defence Tax in Cyprus. The Special Contribution for the Defence Fund of the Republic Law (the Defence Tax) includes provisions for the deemed distribution of profits. Pursuant to these provisions, if the Company does not distribute within two years from the end of the relevant tax year at least 70% of its after tax accounting profits (excluding revaluations, impairments and fair value adjustments), there will be a deemed distribution of 70% of such profits (reduced by any actual distributions made within a two year period after the end of the relevant tax year for Defence Tax purposes). The Defence Tax at 20% (17% as of 1 January 2014) is payable to the Cypriot tax authorities on such deemed dividend distribution. The Defence Tax is withheld only on the proportion of the profits that are attributable to shareholders that are residents of Cyprus (both individuals and corporate bodies) as the deemed distribution rules do not apply to non-resident shareholders. The Defence Tax is a tax on shareholders payable by the Company on behalf of its shareholders. If a person who is not tax resident in Cyprus receives a dividend from the Company, and that dividend is paid out of profits which at any stage are subject to the deemed dividend distribution rule described above, then the Defence Tax paid on the deemed distribution relating to the dividends received by such person is refundable.

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With Circular 2011/ 10 dated 13 September 2011, the Commissioner of Income Tax has clarified that the deemed distribution rules should apply only where the ultimate (beneficial) shareholders of a Cyprus (tax resident) company are considered to be residents for tax purposes of Cyprus and that certain declarations should be filed with the tax authorities in case the direct registered shareholder(s) is a company considered to be resident for the tax purposes of Cyprus. In this respect, each Cyprus company is obliged to send out a questionnaire (IR 42 Questionnaire) to all of its shareholders (both individuals and corporate bodies) to ascertain their tax residency status. Global Ports Investments Plc has obtained a ruling from the Income Tax Authorities dated 31 January 2012 (the Ruling) confirming that itself and its subsidiaries will not have an obligation to withhold Defence Tax from the dividends payments on the GDRs to be made to J.P Morgan Chase Bank N.A. to be forwarded to the Clearing Houses’ which are the Euroclear and Clearstream in Europe and the DTC in the United Sates. Thus, Defence Tax on deemed dividend distribution would be payable by the Company to the extent the relevant profits are attributable to the GDR holders, other than the GDR holders held via J.P Morgan Chase Bank N.A., which are Cyprus tax residents which their ultimate (beneficial) shareholders are also considered to be residents for tax purposes of Cyprus. The Ruling also confirms that neither Global Ports Investments Plc and its subsidiaries nor the Clearing Houses are required to fill the forms I.R. 42A and I.R. 42A Q provided Global Ports Investments Plc and its subsidiaries possess documentation (including dated printouts from the web-sites of the Clearing Houses and J.P Morgan Chase Bank N.A.) confirming the following: - name, country of incorporation, registered address and registration numbers of the above persons; - name of directors of the above persons; and - nature of business of the above persons. Taxation risks relating to Estonia The future direction of the Estonian corporate tax system is unclear. The system of corporate earnings taxation currently in force in Estonia shifts the point of corporate taxation from the moment of earning profits to the moment of their distribution. Corporate income tax is charged on profit distributions such as dividends and implicit distributions (i.e. fringe benefits, gifts and donations, as well as expenditures and payments not related to the business activities of a company). These profit distributions are taxed at a rate of 21% on the gross amount of profit distribution. According to the amendments passed by the Parliament on 16 June 2011, the corporate income tax rate will be reduced to 20% in 2015. Corporate income tax imposed on distributed profits is not considered a withholding tax and thus is not subject to the applicable international tax treaties. There is always a possibility that a traditional corporate income tax system be re-established. Opposition parties have expressed the view that a traditional corporate income tax system could be re- introduced under their rule. The next Parliamentary elections in Estonia are due in 2015. If this situation materialises, the Estonian joint venture will probably begin paying corporate income tax on any earned profits on an annual basis. There is little administrative guidance and court practice on tax issues. There is limited administrative and legal practice on several important tax issues, due to the short period of application of current legal acts. Consequently taxpayers often have no option but to ask for binding advance rulings or take the risk of time consuming court trials. Notwithstanding the final result, this brings additional cost and interruptions to everyday business activity. As a general rule periods dating three years back are open for tax audit. In case of intentional tax evasion, the statute of limitation period is prolonged up to five years. The Enlarged Group companies are subject to transfer pricing regulations and transactions between related parties must comply with the arm’s length principle. Transfer pricing regulation is relatively new and, therefore, the practice is not developed. In the event of a tax audit, transfer pricing may be challenged and additional taxes may be imposed (plus fines or penalties and interest for late payment).

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It is not possible to ask for pre-approval (confirmation from the tax authorities that they agree with the transfer pricing principles, so-called advance pricing agreement (APA)). Excise and customs warehouse keeper is liable for its customers’ conduct The Estonian subsidiary is registered both as an excise and as a customs warehouse keeper due to its core business activities. Excise and customs warehouse keepers are responsible for maintaining goods in their excise and customs warehouses and are under the supervision of the Tax and Customs Board. The liability to pay excise and customs taxes is shifted from clients to the warehouse keepers if the goods disappear from the warehouse and also if the goods shipped from the warehouse do not reach the destination indicated on the delivery documents. Therefore, excise and customs warehouse keepers are exposed to both excise and customs taxation in the event of fraudulent or careless behaviour by their clients. In order to guarantee the payment of excise and customs taxes on goods stored in warehouses, a licensed excise and customs warehouse keeper must pay security to the Tax and Customs Board. The amount should cover the potential excise and customs tax liabilities. The exact amount is determined by the Tax and Customs Board based on several factors, including any previous infringements. Note that the fuel sector in Estonia is exposed to VAT fraud. As such, the government may seek to impose any VAT liability on excise and customs warehouse keepers. This has been proposed by the Estonian Oil Association, but without success to date. Potential increase in environmental tax burden Pursuant to the official document regarding the Estonian state budget strategy for the period 2014- 2017, one of the primary goals of tax policy is to shift the tax burden from income to consumption, use of natural resources and contamination of the environment. The strategy document follows the recommendations of the OECD. This indicates the line of thinking of government. The Estonian subsidiary, which is handling and transporting oil products, is subject to certain environmental taxes and may be impacted by any changes in environmental taxes.

Page 58 IMPORTANT INFORMATION

FORWARD LOOKING STATEMENTS Certain statements contained in this document that are not historical facts are “forward-looking” statements within the meaning of section 27A of the US Securities Act. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control and all of which are based on the Directors’ current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward- looking terminology, including the terms “targets”, “believes”, “estimates”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs or current expectations of the Company concerning, among other things: ● the Company’s objectives, acquisition and financing strategies, target return, results of operations, financial condition, prospects, capital appreciation of the Ordinary Shares and dividends; ● trends in the sectors in which the Company intends to invest; and ● anticipated financial and other benefits resulting from the NCC Acquisition, and the Company’s plans and objectives following the NCC Acquisition. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company’s actual performance, results of operations, internal rate of return, financial condition, distributions to Shareholders and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the Company’s actual performance, results of operations, internal rate of return, financial condition, distributions to Shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. Prospective investors should carefully review the section entitled “Risk Factors” of this document for a discussion of factors that could cause the Company’s actual results to differ materially from those expected before making an investment decision. Forward-looking statements contained in this document apply only as at the date of this document. To the extent required by the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules and other applicable regulations, the Company will update or revise the information in this document. Otherwise, the Company undertakes no obligation publicly to update or revise any forward- looking statement, whether as a result of new information, future developments or otherwise.

INDUSTRY AND MARKET DATA The GPI Group has obtained certain statistical and market information that is presented in this Prospectus on such topics as Russian and Baltic Sea container and cargo terminals, shipping, transportation and logistics, Baltic Sea Basin oil handling and transport and the Russian economy in general and, in some instances, the GPI Group’s competitors from the following third-party sources: ● the CBR; ● the ECB; ● the Bank of Estonia; ● Rosstat; ● ASOP; ● Drewry; and ● Bloomberg.

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The information in this Prospectus obtained from these sources is described by a phrase “according to”, or, in the context of tables, by identifying the particular source of the information. Where information contained in this document has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Nevertheless, prospective investors are advised to consider this data with caution. Market studies are often based on information or assumptions that may not be accurate or appropriate, and their methodology is inherently predictive and speculative. In addition, the official data published by the Russian governmental agencies is substantially less complete or researched than that of more developed countries. Official statistics, including data published by the CBR, may also be produced on different bases than those used in more developed countries. Any discussion of matters relating to Russia in this Prospectus must, therefore, be subject to uncertainty due to concerns about the completeness or reliability of available official and public information.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION Financial statements This Prospectus includes the following financial information (the Financial Information), incorporated by reference as described in “Documents Incorporated by Reference”: ● the audited consolidated financial statements of the GPI Group as at and for the years ended 31 December 2008, 2009 and 2010 prepared in accordance with EU IFRS and the audited consolidated financial statements of the GPI Group as at and for the years ended 31 December 2011 and 2012 prepared in accordance with EU IFRS and Cyprus Companies Law, Cap 113 (the GPI Audited Annual Financial Statements); ● the unaudited interim condensed consolidated financial information of the GPI Group as at and for the six month period ended 30 June 2013 (the GPI Unaudited Interim Financial Information) prepared in accordance with International Accounting Standard number 34, Interim Financial Reporting (together with the GPI Audited Annual Financial Statements, the GPI Financial Information); ● the audited consolidated financial statements of the NCC Group as at and for the years ended 31 December 2010, 2011 and 2012 (the NCC Audited Annual Financial Statements) prepared in accordance with EU IFRS; and ● the unaudited interim condensed consolidated financial information of the NCC Group as at and for the six month period ended 30 June 2013 (the NCC Unaudited Interim Financial Information) prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (together with the NCC Audited Annual Financial Statements, the NCC Financial Information). Companies subject to contractual arrangements whereby the GPI Group and one or more third parties undertake an economic activity that is subject to joint control are accounted for as joint ventures and are proportionally consolidated. The accounting treatment in the GPI Financial Information of the GPI Group’s major subsidiaries and joint ventures during the period under review, beginning 1 January 2010, is as follows: Russian Ports segment PLP and VSC. The GPI Group has a 100% effective ownership interest in Petrolesport OAO (Petrolesport) and a 100% effective ownership interest in Farwater ZAO (Farwater, and together with Petrolesport, PLP) and Vostochnaya Stevedoring Company OOO (VSC OOO, and together with its subsidiaries and other entities controlled by Railfleet Holdings Limited (the holding company of the relevant business), VSC). Results of PLP and VSC are fully consolidated in the GPI Financial Information for the period under review. Moby Dik and Yanino. The GPI Group has a 75% effective ownership interest in each of Multi-Link, which holds Moby Dik Company Limited (Moby Dik), and Container Depot, which holds Yanino Logistics Park OOO (Yanino). The GPI Group holds call options, exercisable from 1 January 2012 until 31 December 2018, to purchase the remaining 25% of the shares in each of Multi-Link and

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Container Depot from its joint venture partner, Container Finance Ltd. Oy (Container Finance). These entities are jointly controlled. See “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—Container Finance Shareholders Agreements”. During the period under review, 75% of the results of Moby Dik and Yanino have been proportionally consolidated in the GPI Financial Information. Oil Products terminal segment VEOS. The GPI Group’s effective ownership of Vopak E.O.S. AS (VEOS) has been 50% during the period under review. 50% of VEOS’s results have been proportionally consolidated in the GPI Financial Information. Finnish Ports segment Multi-Link. The GPI Group has a 75% effective ownership interest in each of Multi-Link, which owns container terminals in Kotka (MLT Kotka) and Helsinki (MLT Helsinki, and, together with MLT Kotka, the Finnish Ports). These entities are jointly controlled. The GPI Group currently holds call options, exercisable from 1 January 2012 until 31 December 2018, to purchase the remaining 25% of the shares in each of Multi-Link and Container Depot from its joint venture partner, Container Finance. During the period under review, 75% of the results of Multi-Link and Container Depot have been proportionally consolidated in the GPI Financial Information. Segmental financial and operating information included in this Prospectus is presented on a 100% basis including the results and balances attributable to other shareholders in the entities within that segment unless otherwise stated. New accounting pronouncements After the GPI Group published its last annual consolidated financial statements, certain new standards and interpretations have been issued that are mandatory for the GPI Group’s annual accounting periods beginning on or after 1 January 2014 or later and which the GPI Group has not early adopted. These include the following which may have an impact on the GPI Group (the GPI Group has not yet assessed their full impact): ● Amendments to IAS 36 - Recoverable amount disclosures for non-financial assets (issued on 29 May 2013 and effective for annual periods beginning 1 January 2014). The amendments remove the requirement to disclose the recoverable amount when a CGU contains goodwill or indefinite lived intangible assets but there has been no impairment. The GPI Group is currently assessing the impact of the amendments on the disclosures in its consolidated financial statements; and ● IFRIC 21 – Levies (issued on 20 May 2013 and effective for annual periods beginning on 1 January 2014). This interpretation addresses the accounting for a liability to pay a levy if that liability is within the scope of IAS 37 Provisions, contingent liabilities and contingent assets. Non-IFRS financial information In this Prospectus, certain non-IFRS measures are reported. In this Prospectus, in addition to gross profit margin, the following non-IFRS financial information is used: ● Adjusted EBITDA; ● Adjusted EBITDA margin; ● Return on capital employed (ROCE); ● Cost of sales adjusted for impairment; ● Total operating cash costs; ● Operating profit adjusted for impairment; ● Profit for the period adjusted for impairment; ● Cash costs of sales (collectively, the Supplemental non-IFRS Measures). Adjusted EBITDA in respect of the GPI Group is calculated as set out in footnote (2) under “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial

Page 61 Important Information data (non-IFRS)” . Adjusted EBITDA in respect of the NCC Group is calculated as set out in footnote (2) under “Selected Historical Financial and Operating Information—Part B: the NCC Group— Additional financial data (non-IFRS) ”. There are certain differences in the format and the presentation layout of the GPI Financial Information and the NCC Financial Information, which are relevant to the calculation of Adjusted EBITDA. In particular, included within other income/(expenses), net, in Note 8 to each of the NCC Audited Annual Financial Statements and the NCC Unaudited Interim Financial Information, are certain non-monetary or one-off items which would be excluded from Adjusted EBITDA calculation had the NCC Financial Information been prepared in accordance with the format and layout of the GPI Financial Information. These items are summarised under other gains/(losses) in the table contained in “Selected Historical Financial and Operating Information—Part B: the NCC Group—Reconciliation of Adjusted EBITDA to profit for the period”. Adjusted EBITDA margin and gross profit margin with respect to the GPI Group are calculated as described in footnote (1) under “Selected Historical Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS) ”, and, with respect to the NCC Group, as described in footnote (1) under “Selected Historical Financial and Operating Information—Part B: the NCC Group—Additional financial data (non-IFRS) ”. ROCE with respect to the GPI Group is calculated as set out in footnote (3) under “Selected Historical Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS) ”. The Supplemental non-IFRS Measures are presented as supplemental measures of the GPI Group’s and the NCC Group’s operating performance (as appropriate), which the Enlarged Group believes are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Russian market and global ports sector. The Supplemental non-IFRS Measures are measures of the GPI Group’s and the NCC Group’s operating performance that are not required by, or prepared in accordance with, IFRS. All of these supplemental measures have limitations as analytical tools, and investors should not consider any one of them in isolation, or any combination of them together, as a substitute for analysis of the GPI Group’s and the NCC Group’s operating results as reported under IFRS and should not be considered as alternatives to revenues, profit, operating profit, or any other measures of performance derived in accordance with IFRS or as alternatives to cash flow from operating activities or as measures of the GPI Group’s and the NCC Group’s liquidity. In particular, the Supplemental non-IFRS Measures should not be considered as measures of discretionary cash available to the GPI Group and the NCC Group to invest in the growth of their businesses. Some of these limitations are as follows: ● Adjusted EBITDA, Adjusted EBITDA margin and ROCE do not reflect the impact of financing costs, which can be significant and could further increase if the GPI Group and the NCC Group incur more borrowings, on the GPI Group’s and the NCC Group’s operating performance; ● Adjusted EBITDA, Adjusted EBITDA margin and ROCE do not reflect the impact of income taxes on the GPI Group’s and the NCC Group’s operating performance; ● Adjusted EBITDA, Adjusted EBITDA margin, total operating cash costs and cash cost of sales do not reflect the impact of depreciation and amortisation on the GPI Group’s and the NCC Group’s performance. The assets of the GPI Group and the NCC Group which are being depreciated, depleted and/or amortised will need to be replaced in the future and such depreciation and amortisation expense may approximate the cost of replacing these assets in the future. By excluding this expense from Adjusted EBITDA and Adjusted EBITDA margin, such measures do not reflect the GPI Group’s and the NCC Group’s future cash requirements for these replacements; ● Adjusted EBITDA and Adjusted EBITDA margin exclude items that the GPI Group considers to be one-offs or unusual items, but such items may in fact recur; ● Adjusted EBITDA and Adjusted EBITDA margin exclude other gains/(losses) as these line items do not have a direct link to the GPI Group’s and the NCC Group’s operating activity; and ● Adjusted EBITDA, Adjusted EBITDA margin, cost of sales adjusted for impairment, total operating cash costs, operating profit adjusted for impairment, profit for the period adjusted

Page 62 Important Information

for impairment and cash cost of sales do not reflect the impact of impairment of property, plant and equipment and impairment of goodwill. Other companies in the port containers terminal and oil products terminal sector may calculate the Supplemental non-IFRS Measures differently or may use each of them for different purposes than the GPI Group or the NCC Group, limiting their usefulness as comparative measures. For a reconciliation of the Supplemental non-IFRS Measures to the GPI Financial Information, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS) to the GPI Financial Information” and, to profit for the period with respect to the NCC Group, see “Selected Consolidated Financial and Operating Information— Part B: the NCC Group—Reconciliation of Adjusted EBITDA to IFRS financial statements”. Unaudited pro forma financial information This Prospectus includes unaudited pro forma condensed consolidated financial information (the Unaudited Pro Forma Financial Information) as of 30 June 2013, presented to illustrate the effects of the following transactions: (a) the NCC Acquisition; (b) the associated borrowings taken by the GPI Group to fund the NCC Acquisition; (c) the issuance of ordinary shares by the Company to the Sellers as part of the purchase consideration for the NCC Acquisition; and (d) settlement of the loans provided by the NCC Group to related parties of its shareholders. The Unaudited Pro Forma Financial Information represents information prepared based on estimates and assumptions deemed appropriate by the GPI Group. The Unaudited Pro Forma Financial Information is provided for illustrative purposes only in accordance with Annex II of the Commission Regulation (EC) 809/2004. It does not purport to represent what the actual results of operations or financial position of the GPI Group would have been had the NCC Acquisition occurred on 30 June 2013, nor is it necessarily indicative of the results or financial position of the GPI Group for any future periods. Because of its nature, the Unaudited Pro Forma Financial Information is based on a hypothetical situation and, therefore, does not represent the actual financial position or results of operations of the GPI Group. See also “Unaudited Pro Forma Condensed Consolidated Financial Information”. Capital investment budgets In the Prospectus, all amounts described as budgeted or planned for capital investment programmes represent the estimates of future costs, based on nominal costs taking into account the GPI Group’s and NCC Group’s estimates of inflation. Gross container throughput and annual container handling capacity References in this Prospectus to the total gross container throughput and total annual capacity of the GPI Group and the Russian Ports segment exclude the gross container throughput and total annual capacity at the GPI Group’s inland container terminal, Yanino. References in this Prospectus to the total gross container throughput and total annual capacity of the NCC Group exclude the gross container throughput and total annual capacity at the NCC Group’s inland container terminal, LT. Rounding Some numbers in this document have been rounded and, as a result, the numbers shown as totals in this document may vary slightly from the exact arithmetic aggregation of the numbers that precede them. Currency presentation The GPI Group operates in a number of countries and earns money and makes payments in different currencies. All references in this document to £, pounds, pounds sterling, sterling, pence or p are to the lawful currency of the United Kingdom. All references to E or euro are to the single currency of the member states of the European Communities that adopt or have adopted the euro as their lawful currency under the legislation of the EU or European Monetary Union.

Page 63 Important Information

Exchange rate information The official currency of Russia, where the majority of the GPI Group’s assets and operations are located, is the Rouble (RUB), which is the functional currency of the Company's Russian operating subsidiaries. The presentation currency of the GPI and NCC Consolidated Financial Information is the US Dollar (USD). The table below sets forth, for the periods and dates indicated, certain information regarding the exchange rate between the Rouble and the US Dollar. This information is based on the official exchange rate quoted by the CBR (the CBR Rate), which is set by the CBR, as defined below, without the CBR assuming any obligations to buy or sell the foreign currency at the exchange rate. Fluctuations in the exchange rate between the Rouble and the US Dollar in the past are not necessarily indicative of fluctuations that may occur in the future. These rates may also differ from the rates used in the preparation of the GPI and NCC Consolidated Financial Information and other information presented in this Prospectus.

Period High Low average(1) Period end (RUB per USD1.00) Year ended 31 December 2007 ...... 26.58 24.26 25.56 24.55 2008 ...... 29.38 23.13 24.76 29.38 2009 ...... 36.43 28.67 31.75 30.24 2010 ...... 31.78 28.93 30.46 30.48 2011 ...... 32.68 27.26 29.38 32.20 2012 ...... 34.04 28.95 31.97 30.37 Month ended 31 January 2013 ...... 30.42 30.03 30.23 30.03 28 February 2013 ...... 30.62 29.93 30.16 30.62 31 March 2013 ...... 31.08 30.51 30.80 31.08 30 April 2013 ...... 31.72 30.88 31.35 31.26 31 May 2013...... 31.59 31.04 31.31 31.59 30 June 2013...... 32.91 31.68 32.31 32.71 31 July 2013 ...... 33.32 33.31 32.74 32.89 31 August 2013 ...... 33.25 32.86 33.02 33.25 30 September 2013 ...... 33.47 31.59 32.60 32.35 31 October 2013...... 32.48 31.66 32.10 32.06 30 November 2013...... 33.19 32.08 31.17 33.19 ______Source: Based on CBR and Bloomberg data (1) The period average in respect of a year or a period is calculated as the average of the exchange rates on the last day of each month for the relevant annual period on which the CBR published an exchange rate. The CBR Rate per USD1.00 published by the CBR on 19 December 2013 was RUB32.94. No representation is made that the Rouble or US Dollar amounts referred to herein could have been or could be converted into Roubles or US Dollars, as the case may be, at any particular rate or at all.

REFERENCES TO TIME Unless otherwise stated, all references to time in this document are to the time in London, United Kingdom.

DEFINED TERMS Certain terms used in this document, including capitalised terms and certain technical and other items, are defined in “Definitions and Glossary of Technical Terms” of this document.

NO INCORPORATION BY REFERENCE OF WEBSITE INFORMATION Unless otherwise indicated in “Documents Incorporated by Reference”, neither the content of GPI’s website, NCC’s website nor PricewaterhouseCoopers Limited’s website, nor the content of any website accessible from hyperlinks on GPI’s website, NCC’s website or PricewaterhouseCoopers Limited’s website, is incorporated into, or forms part of, this document and investors should not rely on them, without prejudice to the documents incorporated by reference into this document, which will be made available on GPI’s website.

Page 64 THE LISTING The Company...... GLOBAL PORTS INVESTMENTS PLC, a company organised and existing under the laws of Cyprus. Share Capital...... The Company’s issued share capital consists of 293,750,001 Ordinary Voting Shares and 176,250,000 Ordinary Non-voting Shares, which are fully paid. The Company’s authorised share capital consists of 353,750,000 Ordinary Voting Shares and 227,835,364 Ordinary Non-voting Shares. See “Description of Share Capital and Applicable Cypriot Law” and “Significant Shareholders”. Depositary...... JP Morgan Chase Bank, N.A. GDRs...... Each GDR represents three Ordinary Shares on deposit with the Custodian on behalf of the Depositary. The GDRs are issued by the Depositary pursuant to the deposit agreement between the Company and the Depositary dated 28 June 2011 (the Deposit Agreement). Rule 144A GDRs are evidenced by the Master Rule 144A GDR, and Regulation S GDRs are evidenced by the Master Regulation S GDR. Except in the limited circumstances described herein, definitive GDR certificates will not be issued to holders in exchange for interests in the GDRs represented by the Master GDRs. The GDRs are freely transferable, subject to the clearing and settlement rules of DTC (in the case of the Rule 144A GDRs) and Euroclear and Clearstream, Luxembourg (in the case of the Regulation S GDRs), as applicable, and subject to selling restrictions dictated by applicable laws, contractual lock-ups for certain shareholders and provisions contained in the Deposit Agreement. For a description of the transfer restrictions relating to the GDRs, see “Selling Restrictions”. Listing...... Application for readmission to the official list maintained by the FCA and to the regulated market of London Stock Exchange plc will be made to the FCA on or about 20 December 2013 for up to 191,056,910 GDRs to be issued against the deposit of Ordinary Shares, from time to time, with the Depositary. The GDRs trade under the symbol “GLPR”. The Ordinary Shares are not, and are not expected to be, listed on any stock exchange. Use of Proceeds...... The Company will not receive any proceeds, as there is no offer associated with the listing of the GDRs under this Prospectus. The Company expects to incur estimated expenses of USD1,750 million associated with the Listing. Taxation...... For a discussion of certain Cyprus, United States and United Kingdom tax consequences of purchasing and holding the GDRs, see “Taxation”. Dividend Policy...... Holders of the GDRs are entitled to receive amounts, if any, paid by the Company as dividends on the underlying Ordinary Shares, subject to certain provisions. The Company’s current dividend policy is to recommend to shareholders a dividend per annum of not less than 30% of the imputed consolidated profit (if any) of the GPI Group based on the consolidated financial statements for the relevant financial year prepared in accordance with EU IFRS and in accordance with the requirements of the Cyprus Companies Law,

Page 65 The Listing

Cap 113. Imputed consolidated profit of the GPI Group is calculated as the consolidated profit for the period of the GPI Group attributable to the owners of the GPI Group as shown in the consolidated financial statements for the relevant financial year prepared in accordance with EU IFRS and in accordance with the requirements of the Cyprus Companies Law, Cap. 113, less certain non-monetary adjustments determined by the Board of Directors. See “Dividend Policy”, “Terms and Conditions of the Global Depositary Receipts” and “Description of Share Capital and Applicable Cypriot Law— Articles of Association—Rights attaching to Ordinary Shares— Dividend and distribution rights”. Voting Rights...... Subject to the Deposit Agreement, holders of GDRs are entitled to one vote per GDR at shareholders’ meetings. See “Terms and Conditions of the Global Depositary Receipts” and “Description of Share Capital and Applicable Cypriot Law—Articles of Association—Rights attaching to Ordinary Shares— Voting rights”. Transfer Restrictions...... The GDRs will be subject to certain restrictions as described under “Terms and Conditions of the Global Depositary Receipts”. Settlement and Transfer...... The Rule 144A GDRs are represented by the Rule 144A Master GDR held in a book-entry form and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Master GDR is registered in the name of JP Morgan Chase N.A., as nominee for BNP Paribas Securities Services Luxembourg, as common depositary for Euroclear and Clearstream, Luxembourg. Except in limited circumstances described herein investors may hold beneficial interests in the GDRs evidenced by the corresponding Master GDR only through DTC, Euroclear or Clearstream, Luxembourg, as applicable. Transfers within DTC, Euroclear and Clearstream, Luxembourg are in accordance with the usual rules and operating procedures of the relevant system.

Page 66 DIVIDEND POLICY Pursuant to its articles of association, the Company may pay dividends out of its profits. To the extent that the Company declares and pays dividends, owners of GDRs on the relevant record date will be entitled to receive dividends payable in respect of Ordinary Shares underlying the GDRs, subject to the terms of the Deposit Agreement. The Company expects to pay dividends, if at all, in US dollars. If dividends are not paid in US dollars, except as otherwise described under “Terms and Conditions of the Global Depositary Receipts—8 Conversion of Foreign Currency”, they will be converted into US dollars by the Depositary and paid to holders of GDRs net of currency conversion expenses. The Company’s current dividend policy provides for the payment of not less than 30% of imputed consolidated profit for the relevant financial year of the GPI Group. Imputed consolidated profit is calculated as the consolidated profit for the period of the GPI Group attributable to the owners of the Company as shown in the Company’s consolidated financial statements for the relevant financial year prepared under EU IFRS and in accordance with the requirements of the Cyprus Companies Law, Cap. 113, less certain non-monetary consolidation adjustments. Such adjustments may include, among other matters: negative goodwill the effect of issuing and revaluing derivatives related to the sale or purchase of shares in the Company or its subsidiaries, joint ventures or associates the non-cash effect of mergers, acquisitions and disposals of shares in the Company or its subsidiaries, joint ventures or associates; and the effect of issuing and revaluating guarantees. Payment of any such dividend will be dependent upon imputed consolidated profit having been earned for such year and will be subject to any restrictions under applicable laws and regulations, the Company’s articles of association, available cash flow, dividends from the Company’s subsidiaries and the GPI Group’s capital investment requirements, as well as the approval of the dividend by the general meeting of shareholders of the Company on the recommendation of the Board of Directors, based on the audited stand-alone and consolidated financial statements of the Company for the relevant financial year. Interim dividends will be declared and approved at the discretion of the Board of Directors. The Company’s dividend policy is subject to modification from time to time as the Board of Directors may deem appropriate, including as a result of changes in applicable laws and regulations or the Company’s articles of association, or to reflect changes in the circumstances in which the Company operates. The Company is a holding company and thus its ability to pay dividends depends on the ability of its subsidiaries to pay dividends to it in accordance with applicable corporate law and contractual restrictions in shareholder and joint venture agreements. The payment of dividends by those subsidiaries is contingent upon the sufficiency of their earnings, cash flows distributable reserves and, in certain cases, the agreement of a joint venture partner. The maximum dividend payable by the Company’s subsidiaries is restricted to the total accumulated retained earnings of the relevant subsidiary, determined according to relevant law. As part of the APMT and TIHL Shareholders’ Agreement, APMT and TIHL have agreed that the Company will maintain a target net debt to EBITDA ratio of 1.5 to 2 times after taking into account budgeted cash flows (including capital expenditure) and performance against budget as well as any debt financing to fund any dividend, subject in any case to amounts legally available for distribution. TIHL and APMT acknowledge that by setting up the target gearing ratio, further dividend distribution over and above the GPI Group’s Dividend Policy might be possible.

Page 67 GDR TRADING HISTORY The table below sets forth, for the periods indicated, the high and low market close prices and average daily trading volumes of the GDRs on the London Stock Exchange.

Average Average Daily Daily Trading Trading Closing Price per GDR Volume Value High Low GDR USD (USD) Quarter Q1 January—March 2011 ...... NA NA NA NA Q2 April—June 2011 ...... 17.70 15.00 1,702,235 16.642 Q3 July—September 2011...... 20.49 15.00 182,781 16.501 Q4 October—December 2011 ...... 17.00 12.16 18318 14.539 Q1 January—March 2012...... 16.37 11.59 141,916 14.103 Q2 April—June 2012 ...... 16.30 12.69 114,515 14.623 Q3 July – September 2012...... 15.60 12.05 115,063 13.700 Q4 October—December 2012 ...... 14.50 12.20 47,710 13.455 Q1 January—March 2013...... 16.47 12.92 83,283 14.684 Q2 April—June 2013 ...... 16.10 12.51 65,212 14.619 Q3 July –September 2013 ...... 13.97 10.50 111,704 11.99

______Source: Bloomberg

Page 68 THE NCC ACQUISITION

NCC ACQUISITION Overview of the NCC Group The NCC Group is the second largest container terminals operator in Russia by gross container throughput for 2012, according to ASOP. NCC Group’s container terminal operations are located on the Baltic Sea, the principal gateway for Russian containerised cargo. Its key assets include a 100% ownership of FCT, an 80% ownership of the Ust-Luga Container Terminal and a 100% ownership of Logistika-Terminal. For further details of the NCC Group’s business and results and operations, see “The Business of the NCC Group” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation of the NCC Group”. For details regarding the impact of the NCC Acquisition, see “Unaudited Pro Forma Financial Information”. The NCC Acquisition Agreement also includes a call option for the Company to acquire 50% of the Illichevsk Container Terminal (CTI) for the strike price of USD60 million (as may be adjusted for the proportionate amount of the net debt at the time of exercise) from the Sellers. The term of the call option is three years following the Closing. CTI, which is located on the Black Sea, has a market share of the Ukrainian container handling market of approximately 30%, according to the Ports of Ukraine. Strategic rationale for the NCC Acquisition The Company expects to realise synergies from the NCC Acquisition, including improved terminal network management, reduced overhead costs and centralisation of support functions, thus creating potential for greater operational efficiency and strengthening its leading position in the growing Russian container market. The combination of the NCC Group and the GPI Group will create a network of terminals operating in the Baltic Sea Basin. PLP and FCT operate in the Sea Port of St. Petersburg, and Moby Dik operates in Kronstadt. ULCT is located in the large multi-purpose Ust-Luga port cluster on the Baltic Sea, approximately 100 kilometres westwards from St. Petersburg city ring road. ULCT’s railway access positions it well to service industrial cargo flows to/from inland destinations in the central Russia and to compete for “project cargoes”. Finally, the GPI Group’s terminals in Finland are located in the area where container traffic is balanced between export and import. This geographical span will allow the Enlarged Group to tailor its service offerings to the requirements of each particular customer. In addition, as result of the NCC Acquisition, the Enlarged Group will have approximately 1.12 million TEU of available capacity, enabling it to accommodate throughput growth while reducing the capital expenditures in the near- to midterm. Finally, the combination of the NCC Group and the GPI Group will enable shipping line customers to benefit from network savings through improved call rationalisation and enhanced productivity. The NCC Acquisition Arrangements At Closing, the Company will acquire 100% of the share capital of NCC Group Limited (together with its consolidated subsidiaries, the NCC Group) pursuant to a share purchase and subscription agreement between the Company and Ilibrinio Establishment Limited and Polozio Enterprises Limited (together, the Sellers) dated 1 September 2013 (the NCC Acquisition Agreement). The NCC Acquisition Agreement provides for the Company to pay the Sellers cash consideration of approximately USD238 million, with the deferred payment of approximately USD62 million, as described in “—Loan restructuring” immediately below, and to issue to the Sellers equity consideration comprising 17,195,122 GDRs. Each GDR represents an interest in three Ordinary Shares. Therefore, the equity consideration represents 51,585,366 ordinary voting shares, and 51,585,364 ordinary non- voting shares (together, the Subscription Securities). Based on the closing GDR price at 18 December 2013, the Subscription Securities have a value of approximately USD232.3 million. Loan restructuring The NCC Acquisition involves the following restructuring of the NCC Group’s loan portfolio (the Loan Restructuring):

Page 69 The NCC Acquisition

· at Closing, the long-term loan receivable by the NCC Group from the immediate parent company of one of the Sellers will be assigned to the GPI Group. As at 30 June 2013, the amount of this loan was USD583.1 million; and · prior to Closing, the dividends declared by the NCC Group will be set off against short-term loans receivable by the NCC Group from the immediate parent companies of the Sellers, as a non-cash transaction. As at 30 June 2013, the amount of these loans was USD172 million. The GPI Group has agreed, subject to Eurogate’s consent and assistance, to procure that, during the period beginning on the Closing of the NCC Acquisition and ending on 1 January 2015, the shareholder loans payable by ULCT, a subsidiary of NCC Group Limited, to Eurogate, a minority shareholder in ULCT, will be converted into equity of ULCT. At Closing of the NCC Acquisition, the GPI Group will withhold the amount of USD 62 million (the Holdback Amount), and will release this amount to the Sellers upon and to the extent of the conversion of this debt into equity. Alternatively, at any time prior to 1 September 2014, the Sellers have the right to waive the requirement that the GPI Group proceeds with the above conversion, and instead the Sellers may buy out Eurogate’s stake in ULCT. Should the Sellers select this option, the GPI Group will procure that ULCT issues new shares to the Sellers. In this case GPI will pay to ULCT on behalf of the Sellers the subscription price for these new shares in cash with the subscription price equalling to the amount of ULCT’s indebtedness under loans from Eurogate but not more than the Holdback Amount. The GPI Group’s effective 80% ownership interest in ULCT will not be affected under any of the scenarios described above. As of 30 June 2013, the amount of ULCT’s indebtedness under loans from Eurogate was USD55,466 thousand. The Loan Restructuring has an effect of reducing the NCC Group’s assets and resulting decrease in the NCC Group’s goodwill. Other arrangements The NCC Acquisition Agreement includes customary warranties made by the Sellers and provisions to protect against leakage between the 31 December 2012 (the Locked Box Accounts Date) and Closing. The provisions protecting against leakage are subject to several exceptions. One of these exceptions permit the NCC Group to declare non-cash dividend to be set-off against USD17 million of loans advanced by the related parties of the Sellers to the NCC Group during 2013 and all the interest accrued. The Sellers agree to indemnify and hold harmless the Company with respect to certain matters set out in the NCC Acquisition Agreement and provided certain pre-completion undertakings. The agreement also provides for the Sellers and their beneficial owners to provide undertakings and to guarantee their adherence with the non-compete, lock up and fundamental breach provisions of the NCC Shareholders’ Agreement (as defined below). Share pledges over the Subscription Securities guarantee payment of any settlement or award issued as the result of arbitration with respect to any of the terms of the NCC Acquisition Agreement. Post-Acquisition corporate governance TIHL, APMT and the Sellers entered into a shareholders’ agreement (the NCC Shareholders’ Agreement), dated 1 September 2013, pursuant to which, each of the Sellers will have the right to nominate one representative to the Board of Directors. TIHL and APMT will each retain rights to appoint five representatives to the Board. It is agreed that two directors will be independent directors. The Seller-nominated board members will not have special voting or veto rights. A Sellers’s right to nominate board members will cease if it sells any of its Subscription Securities See “Directors, Company Secretary, Registered Office—Directors”. Lockup Pursuant to the NCC Shareholders’ Agreement, for six months following Closing, neither of the Sellers may (a) dispose of the Subscription Securities nor (b) enter into a voting agreement with any person, other than a party to the NCC Shareholders’ Agreement, in relation to the Subscription Securities. For two years from Closing, neither of the Sellers may (a) dispose of Subscription Securities constituting more than 8% together or 4% separately of the total share capital of the Company or (b) enter into a voting agreement with any person, other than a party to the NCC Shareholders’ Agreement, in relation to the Subscription Securities.

Page 70 The NCC Acquisition

TIHL and APMT have certain pre-emptive rights and rights of first offer over any disposals by the Sellers. Enhanced rights providing TIHL and APMT a longer period of time to consider and respond to any proposed sale of the Subscription Securities exist with respect to larger disposals. See also “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—NCC Shareholders’ Agreement”. Non-compete restrictions Pursuant to the NCC Shareholders’ Agreement, the Sellers are restricted from investing in any stevedoring business or activities within areas in which the Enlarged Group operates for a period of two years from Closing. After that time and until the expiration of a two year period commencing on the date Sellers cease to have board representation rights, Sellers are required to refer certain business opportunities to the Company for consideration before pursuing such opportunity themselves. Acquisition financing The cash consideration paid to the Sellers will be financed with the proceeds of a USD238.4 million secured term loan facility arranged by ING Bank N.V., Raiffeisen Bank International AG and ZAO Raiffeisenbank, entered into on 19 December 2013. For further details of that loan and the related security, see “Material Contracts and Related Party Transactions—NCC Group’s Material Contracts—Secured Term Loan Agreement”. Purchase price allocation The NCC Acquisition will be accounted for using the purchase method of accounting. According to this method, the Enlarged Group will recognise in its consolidated financial statements the assets acquired and liabilities assumed at their acquisition-date fair values. Consideration paid shall be allocated between identifiable tangible and intangible assets, identifiable liabilities and goodwill. Prospectively, the Enlarged Group’s profit for the period will be affected by additional depreciation of revalued items of property, plant and equipment and amortisation of identifiable intangible assets adjusted by the related deferred tax effect. The Enlarged Group will complete the purchase price allocation between property, plant and equipment and identifiable intangible assets following Closing of the NCC Acquisition.

Page 71 INDUSTRY OVERVIEW Statistical and market information referred to below has been published by third-party sources, including Drewry and ASOP. The GPI Group has accurately reproduced this information. So far as the Company and the Directors are aware and have been able to ascertain from information published by these third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

THE GLOBAL CONTAINER MARKET Container shipping was first introduced in the 1950s and since the late 1960s has become the most common method for transporting many industrial and consumer products by sea. Container shipping is performed by container shipping companies that operate frequent scheduled or liner services, similar to a passenger airline, with pre-determined port calls, using a number of owned or chartered vessels of a particular size in each service to achieve an appropriate frequency and utilisation level. Container shipping has a number of advantages compared with other shipping methods, including: · Less cargo handling. Containers provide a secure environment for cargo. The contents of a container, once loaded into the container, are not directly handled until they reach their final destination. · Efficient port turnaround. With specialised cranes and other terminal equipment, container ships can be loaded and unloaded in significantly less time and at lower cost than other cargo vessels. · Highly developed intermodal network. Onshore movement of containerised cargo, from points of origin, around container terminals, staging or storage areas and to final destinations, benefits from the physical integration of the container with other transportation equipment such as road chassis, railcars and other means of hauling the standard sized containers. A sophisticated port and intermodal industry has developed to support container transportation. · Reduced shipping time. Container ships can travel at speeds of up to 25 knots, even in rough seas, thereby transporting cargo over long distances in relatively short periods of time. Growth in global containerisation In 2010, world container traffic comprised 541,784 thousand TEUs, according to Drewry. The compound average growth rate (CAGR) of world container traffic from 2000 to 2010 is estimated at 8.6% compared with a global real GDP CAGR of 2.6% for the same period, according to Drewry. Key drivers that contributed to the growth in global container throughput over this period were sustained growth in global trade, increased global sourcing and manufacturing, a shift from transporting cargo in bulk to transporting cargo in containers and growth in transhipment volumes. In 2012, world container traffic growth was lower than historical average representing 4.6%, due to an overall slowdown in global economy. However container market growth was still ahead of global GDP growth (3.2%), according to IMF. Container terminal market overview The container terminal market features high barriers to entry due to the high capital requirements necessary to build container terminal capacity, regulatory requirements and limited land availability. The construction of new ports or terminals is capital intensive. The cost of infrastructure construction is highly dependent on the region and the type of construction required. The cost of a new container terminal construction using existing infrastructure may be several tens of million US dollars, whereas the construction of an offshore port may cost several billion US dollars. Many projects involve local governments providing terminal infrastructure, such that a long term concession is handed over to the most attractive terminal operator, who places the terminal equipment. The development of new terminals is often constrained by local planning procedures and regulations. The involvement of many stakeholders in the local planning process contributes to long lead times and can result in significant delays in the implementation and execution of projects. This constraint tends to favour incumbent operators. The container terminal market is also characterised by certain price inelasticity because port handling costs are a small portion of transport costs and, subsequently, of the delivered value of goods.

Page 72 Industry Overview

Furthermore, the container terminal market is characterised by limited competition partially due to geographical constraints. Local container handling markets are often served by only a few players. O&D vs. transhipment The two main categories of container throughput are Origin & Destination (O&D), which is also often referred to as import and export, and transhipment. Every container shipped by sea is, by definition, an export container at the origination terminal and an import container at the destination terminal. A container that is transferred from one ship to another at some point during the journey is referred to as transhipped, which gives rise to transhipment throughput at an intermediate terminal somewhere between the load terminal and the discharge terminal. Hinterland transportation A container terminal is a crucial link in a logistics chain. The water, rail and road hinterland connections and logistical services available at a terminal, including warehousing and customs processing, comprise the logistics chain in which the ports operate. Additionally, high quality inland transport links is a key element in the success of a container terminal.

THE RUSSIAN CONTAINER MARKET Russian container market overview According to Drewry, in 2000-2010, the Russian container market was characterised by one of the highest growth rates globally, supported by the growth in Russian economy, growth in consumer demand and growth in imports. The total Russian container volumes, including container transit through Finland and the Baltic countries, grew from approximately 748 thousand TEUs in 2000 to 4,126 thousand TEUs in 2010 demonstrating a CAGR of 18.6%, according to Drewry. The following table shows annual average container volume in 2000-2010: Region CAGR (2000–2010) Russia(1)...... 18.6% Middle East...... 11.9% Far East(2) ...... 11.2% Latin America...... 7.6% Western Europe...... 5.3% North America...... 4.0%

Source: Drewry. (1) Russia’s container volumes, including transit cargo volumes via Finland and Baltic countries. (2) Container volumes in Far East including Russian Far East.

In recent years, Russian economy continued to grow at a much faster pace than most other countries. In 2012, Russia’s GDP grew by 3.4%, household consumption grew by 6.8% and retail sales increased by 5.9% and Russian container terminal throughput growth was 9.1%, according to ASOP. The dynamics of container turnover have always been closely related to GDP dynamics and, historically, in the Russian market, container traffic has consistently outpaced economic growth. In 2012, Russian container terminals throughput expanded at 2.7 times the rate of underlying Russian GDP growth, according to ASOP and Rosstat. Total container turnover grew at more than double the growth rate of the global container market, reaching 9.1%. In terms of growth, the Russian market has not only significantly overtaken the major developed markets, but also outperformed such emerging markets as Brazil, China and Turkey. Emerging markets container market growth 2012 vs 2011 growth Russia(1)...... 9.1% India ...... 2.4% Brazil...... 3.5% China...... 8.0% Turkey...... 7.3%

Source: Drewry.

(1) Russia’s container volumes, including transit cargo volumes via Finland and Baltic countries.

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Despite strong growth in recent years, the relevant level of containerisation in Russia still remains low. To measure the containerisation level the TEU per capita ratio is generally used, which Drewry believes is a good indicator of the developmental stage of a country’s container market. According to Drewry, container penetration in the United States and European Union in 2012 amounted to 135 TEUs and 168 TEUs per thousand people, respectively. In Turkey and China, container penetration in 2012 was 93 TEUs and 122 TEUs per thousand people, respectively. By comparison, containerisation ratio in Russia was significantly below these levels and amounted to 41 TEUs per thousand people in 2012. Russian market breakdown by basins Russia has three major maritime gateways: the Baltic Sea Basin, the Far East Basin and the Black Sea Basin. In 2012, the total throughput of Russian container terminals was 4,920 thousand TEUs, according to ASOP. Each Russian maritime basin has its unique characteristics which are relevant to different groups of customers when servicing such areas as central Russia or Moscow, depending on their logistics requirements. Ports of the Baltic Sea Basin handled the largest volumes of Russian container traffic, with throughput of 2,907 thousand TEUs in 2012, according to ASOP. This is more than two times higher than the Far East Basin throughput of 1,176 thousand TEUs in 2012 and almost four times higher than the Black Sea Basin throughput of 689 thousand TEUs in 2012, according to the same source. In addition to the Russian ports, Russia’s inbound and outbound containers are also handled at container terminals located in neighbouring countries. The Company’s management estimates, on the basis of date from Drewry, that, in 2012, such transit volumes via Finland and Baltic countries were approximately 790 thousand TEUs, representing 13.8% of the overall Russian container market. Baltic Sea Basin The Baltic Sea Basin processes the majority of Russia’s inbound and outbound container volumes, including transit cargo via Finland and Baltic countries. The Baltic Sea Basin accounted for approximately 59% of the total Russian container terminals throughput in 2012, according to ASOP. Container terminals of the Baltic Sea Basin are located in proximity to the key transhipment hubs serving Russia’s inbound and outbound containers, such as Hamburg and Rotterdam. Using those transhipment hubs for Russian dedicated cargo originated in Asia has proved to be economically efficient in view of significant economies of scale that can be achieved via such transportation route. The three largest container terminals in the Baltic Sea Basin are located in the Big Port of St. Petersburg, the largest container handling port in Russia and, particularly, in the Baltic Sea Basin. These terminals are: · First Container Terminal (FCT) with gross container throughput of 1,058 thousand TEUs in 2012, controlled by the NCC Group; · Petrolesport (PLP) with gross container throughput of 827 thousand TEUs in 2012, controlled by the GPI Group; and · Container Terminal St. Petersburg (CTSP) with gross container throughput of 326 thousand TEUs in 2012. In 2012, CTSP demonstrated a volume growth of 3.8 times following the acquisition by Terminal Investment Limited (TIL) (an entity related to MSC) of a 20% equity interest in that terminal and redirection of most of MSC’s container volumes to CTSP from FCT. The other big player in the Big Port of St. Petersburg is the GPI Group-controlled Moby Dik with total container throughput of 226 thousand TEUs in 2012. In late 2011, the NCC Group commissioned the Ust-Luga Container Terminal (ULCT), a new container handing facility in the port of Ust-Luga with a capacity of 440 thousand TEUs. In 2012, ULCT’s gross container throughput was only 11 thousand TEUs, but with a gradual ramp-up of volumes it throughput in the first six months of 2013 raised to 21 thousand TEUs. A new port development in the Baltic Sea Basin is planned in the Port of Bronka under the private public partnership mechanism. As this is a “greenfield” project, the construction of the Port of Bronka will require significant dredging works, reclamation of land and as well as road and rail infrastructure development.

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The port of Kaliningrad located more than one thousand kilometres away from St. Petersburg had a gross container throughput of 371 thousand TEUs in 2012. Far East Basin Historic demand for containers to and from Russian ports on the Pacific coast included only cargo for Russia and the CIS countries. Competition for these volumes with foreign ports is minimal. Significant volumes are bound for the Urals region, but an increasing percentage of cargo is shipped for regions as distant as the Moscow region via the Trans Siberian Railway. Increase in the reliability and frequency of block-train dispatches from major container terminals in Far East observed in recent years contributed to container volume growth in this region. Container volume handled in the Russia’s Far East ports comprised approximately 1,176 thousand TEUs in 2012, according to ASOP. This corresponds to 24% of Russian container terminals throughput in 2012. Two largest container terminals in the Far East are: · Commercial Port of Vladivostok (VMTP), with gross container throughput of 456 thousand TEUs in 2012, controlled by the Fesco Group; and · Vostochnaya Stevedoring Company (VSC) with gross container throughput of 397 thousand TEUs in 2012, controlled by the Company The two terminals have very different hinterlands. VMTP serves predominantly the local market, while most of VSC import volumes are bound to central and western regions of Russia, including Moscow and St. Petersburg, as well as to countries in Central Asia. Black Sea Basin Current demand for Russia bound container traffic in the Black Sea Basin is primarily served by Russian terminals. Ukrainian ports contribute insignificant volumes. Russia’s ports throughput in the Black Sea Basin demonstrated a strong growth over the last decade with their volumes increasing to 689 thousand TEUs in 2012. This corresponds to 14% of the Russian container terminals throughput in 2012. Novorossiysk is Russia’s largest and most important Black Sea container port with a throughput of approximately 435 thousand TEUs in 2012, which accounted for 9% of Russian container traffic in 2012, according to ASOP. This port’s main strength is its ability to service the hinterland regions close to the port. However, transportation from the Novorossiysk port to Moscow and central parts of Russia involves higher inland transportation costs. Two container terminals are located in the port of Novorossiysk: · Novorossiysk Commercial Sea Port (NCSP) with gross container throughput of 435 thousand TEUs in 2012; and · Novorossiysk Container Terminal (NUTEP) with gross container throughput of 215 thousand TEUs in 2012. Both container terminals currently operate at high levels of capacity utilisation and have announced plans for capacity expansion. In anticipation of the market growth in the Black Sea region, Russian government is considering the development of a new port cluster in the port of Taman.

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THE RUSSIAN OIL PRODUCTS MARKET

Overview

Majority of the Oil Products Terminal segment’s revenues, represented by VEOS, are attributable to services associated with exports of the FSU oil products, and in particular Russian fuel oil exports. In 2012, crude oil production in Russia reached a post-Soviet record high of 10.3 million barrels per day, according to the Ministry of Energy of Russian Federation.

Crude oil production in 2012 increased by 1.3% from 2011 to reach 518 million tonnes, according to the same source. This enhanced Russia’s position as the world’s biggest oil producer. Russian refinery output showed further solid growth in 2012, driven by an expanding domestic economy accompanied by continued strong retail spending growth. According to the Ministry of Energy of Russian Federation, domestic refining volumes increased by 4.5% to 266 million tonnes in 2012 as compared with 2011. The needs of the transport sector continued to exert a strong influence on Russia’s refining industry, as growth in car ownership helped stimulate demand for higher quality oil products, in particular gasoline, where volumes of output increased by 5.3%, according to the same source.

Higher oil production and refining output resulted in a significant increase in fuel oil production. Fuel oil is used in the power sector, in refineries, in heavy industries and for marine vessels (bunkers). In 2012, overall fuel oil production volumes increased by 4.1 million tonnes, to 74.4 million tonnes, according to the Ministry of Energy of Russian Federation, an increase of 5.8% from the 2011 levels.

Over the period between 2007 and 2012, production of fuel oil grew faster than production of crude oil. According to the same source, during this period, crude oil production volumes grew by 5.5%, whilst the production of fuel oil grew by 19%, according to the Ministry of Energy of the Russian Federation. This disparity is due to the fact that significant part of Russia’s refining industry dates from the Soviet era. These refineries continue to produce far lower yields of gasoline and other light distillates per barrel of oil than modern sophisticated refineries.

Russian fuel oil is primarily exported to the major consumer markets via seaports in the Baltic Sea Basin, the Black Sea Basin and the Far East Basin. Fuel oil and VGO (another heavy oil refining product) are highly viscous and solidify at low temperatures. Therefore, these products must be transported to the ports by railway; makes pipeline transportation is not feasible. Further, fuel oil transportation by rail requires special heated unloading and storage facilities.

The Baltic Sea Basin terminals account for the majority of the Russian fuel oil exports. These terminals have more developed infrastructure than those located in the Black Sea and the Far East Basins. In addition, these terminals are located in proximity to major Russian refineries. In 2011, new fuel oil terminal with significant capacity was opened at Ust-Luga. The opening of new terminal significantly affected the competitive environment in the oil products market and resulted in a decrease in VEOS’s throughput volumes.

Competition

Over the period between 2010 and 2012, VEOS’s throughput volumes were declining, which resulted in decrease of the Oil Products Terminal segment’s revenue in 2012 as compared with 2011. To keep the rate of revenue decline lower than the rate of the throughput volume decline, the GPI Group has sought to maximise the use of VEOS’s unique features, substantially broadening the range of services offered and the mix of cargoes handled.

VEOS has the largest storage capacity properly equipped for heating of dark petroleum products in the Baltic region, and allows handling of oil products transported on land only by rail. VEOS offers customers equal treatment and trading opportunities which are not available at terminals associated with particular traders or vertically integrated oil companies. The GPI Group believes that these factors make VEOS well-positioned in Baltics to load VLCC from VEOS for shipment of cargo to Asia and the Americas.

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In 2012, the unloading capacity at VEOS was increased by 28% (to 442 positions), enabling it to handle volumes from distant refineries during the winter peak season when there is a deficit of unloading capacity. The GPI Group believes VEOS has the highest capacity of all facilities in the Baltic for discharging rail tank cars. Short discharging times are particularly important in the winter, when additional heating is required for discharging fuel oil due to low temperatures. VEOS’s high discharging capacity allows it to provide reliable handling services to its customers and to control transportation expenses by preventing build-ups in rail tank cars and resulting increases in fuel oil dwell times.

Page 77 THE BUSINESS OF THE GPI GROUP

OVERVIEW The GPI Group is the leading container terminal operator serving Russian cargo flows, according to ASOP. The GPI Group’s container terminals had a total container throughput of approximately 1,628 thousand TEUs in 2012, which represented growth of approximately 8.0% from the previous year, and of approximately 812 thousand TEUs in the first six months of 2013. The GPI Group’s container terminal operations are located in both the Baltic Sea and Far East Basins, key gateways for Russian container cargo. The GPI Group estimates that its terminals have the potential to expand their existing annual container handling capacity from approximately 2,310 thousand TEUs as at 30 June 2013 to approximately 5,360 thousand TEUs, subject to increased demand for container handling services in the relevant regions. The GPI Group operates an independent oil products terminal in the Baltic Sea Basin, a major gateway for fuel oil exports from Russia and other CIS countries. The GPI Group’s oil products terminal is located in the ice-free port of Muuga. The GPI Group’s consolidated revenue for 2012 and for the six months ended 30 June 2013 was USD501,829 thousand and USD249,135 thousand, respectively. Its Adjusted EBITDA for the same periods was USD287,906 thousand and USD137,709 thousand, respectively. The GPI Group’s main business is container handling. The GPI Group also handles a number of other types of cargo, including cars, roll-on roll-off cargo and bulk cargoes.

STRENGTHS The GPI Group believes that it has a number of key competitive strengths which have enabled it to become the leading container terminal operator handling Russian cargo flows. The GPI Group believes it can use the following strengths to implement its strategy: Market leader in containers The GPI Group is the leading container terminal operator in Russia by container throughput, according to ASOP. It operates well-invested container facilities in key locations, which generated gross container throughput of approximately 1,628 thousand TEUs in 2012 (of which approximately 1,450 thousand TEUs was handled by the Russian Ports segment and approximately 178 thousand TEUs was handled by the Finnish Ports segment). In November 2012, APM Terminals (APMT), a global leading port, terminal and inland services operator (part of A.P. Moller-Maersk A/S) became a major shareholder of the Company by acquiring a 37.5% stake in the GPI Group from TIHL. This transaction has strengthened the GPI Group’s leading position by providing it with access to APMT’s unrivalled global expertise in terminal development and operations as the GPI Group continues to roll out its strategic investment programme. The NCC Acquisition will further strengthen the GPI Group’s leading position in Russia, allow greater operating efficiency, and enable shipping line customers to benefit from network savings. Excellent customer base The GPI Group has a diverse and extensive customer base. The GPI Group’s customers for container and other cargoes include main-line operators, feeder lines, and freight forwarders as well as end- customers. The GPI Group has strong relationships with both the head office and regional decision-makers at its customers’ businesses as well as with their local representatives. The GPI Group believes that through regular and multi-layered interaction with its customers, including through APMT’s network of strategic customer relationship managers, it is able to offer differentiated services tailored to its customers’ needs. The GPI Group also seeks to promote its terminals as a network rather than as individual operations, and offers value-added services, such as the stuffing and unstuffing of containers and sophisticated cross-docking. Strong and secured asset base The GPI Group’s terminals are well-invested and most have been in operation for a number of years. The GPI Group owns the freehold on 78% of its total terminal land, including 91% in the Russian Ports

Page 78 The Business of the GPI Group segment. The rest of the GPI Group’s land is held under long-term leases. In addition, the GPI Group has access to quays with a total aggregate length of 6,286 metres, including 680 metres of dedicated containers quays at PLP that are owned by the GPI Group. In addition, unlike terminal operators in other jurisdictions, the GPI Group’s terminals are not subject to concession or profit sharing arrangements. The GPI Group believes it is well-placed to maintain its strong position in key Russian gateways as market entry remains difficult for new entrants due to the limited availability of suitable “brownfield” and “greenfield” land plots, the long planning, regulatory and development process, the significant capital investment and technology requirements for developing or expanding terminal facilities, the need for considerable government financial contributions to upgrade poor or non-existent hinterland road and rail infrastructure, and the long lead time before any new terminal is likely to achieve optimal productivity levels. There are also limited number of qualified employees available for new terminal facilities, especially if the facilities are located far from existing urban centres. Market demand-based expansion The GPI Group has consistently invested in its facilities in anticipation of growth in the Russian container market. As a result of this investment in its operations, the GPI Group’s terminals have spare operating capacity, most notably, in Petrolesport following the construction of an additional 400 thousand TEUs of capacity to be commissioned in the near future. This available capacity should enable the GPI Group to accommodate additional volumes as container traffic increases. The GPI Group estimates that it has the potential to increase its container handling capacity to approximately 2,800 thousand TEUs in the Russian part of the Baltic Sea Basin and to 2,200 thousand TEUs in the Far East Basin. Because the GPI Group owns the land it has more flexibility to accelerate or moderate its capital expenditure for expansion depending on the pace and timing of growth in market demand. The GPI Group also has a proven track record of successfully developing its terminal facilities. The existing assets of the GPI Group require only limited maintenance capital expenditure and its operations provide a stable cash flow, which the GPI Group believes, in addition to its relatively low leverage, puts it in a good position to fund its expansion.

STRATEGY The key elements of the GPI Group’s strategy are: Capitalise on the anticipated growth in Russian container traffic According to Drewry, the Russian container handling market has experienced a significant growth over the last twenty years and continues to grow much faster than the global container market on average, supported by Russian economic growth as well as the increasing containerisation of Russian cargoes. Historically, in the Russian market, container traffic has consistently outpaced economic growth. In 2012, Russia’s container market expanded at 2.7 times the rate of underlying Russian GDP growth. In addition, total container turnover in Russia grew at approximately double the growth rate of the global container market, reaching 9.1%. Despite significant growth in container traffic in recent years, containerisation in Russia is still well behind other more developed countries, with only approximately 41 TEUs per 1,000 capita in 2012, which is 2.2 times lower than the rate for the global market, 3.3 times lower than in the United States and 4.1 times lower than in Europe, according to Drewry. In addition, compared to other main emerging markets, Russian container penetration per capita is 3.0 times lower than that of China and 2.3 times lower than that of Turkey according to Drewry. As a result, the GPI Group believes there is significant scope for per capita containerisation levels in Russia to increase substantially over the coming years. The GPI Group intends to capitalise on this growth by continuing to increase container handling capacity and upgrade existing terminal facilities in line with market demand. The GPI Group currently operates a portfolio of port assets that together make the GPI Group the leading container terminal operator servicing Russian cargo flows, according to ASOP. The GPI Group has the potential to increase its existing annual container handling capacity by 2.3 times from current levels, mainly through organic expansion at PLP and VSC. The GPI Group estimates that PLP has the potential to more than double its existing annual container handling capacity

Page 79 The Business of the GPI Group of 1,000 thousand TEUs and VSC could quadruple its current annual handling capacity of 550 thousand TEUs. In addition to expanding the capacity of its terminals, the GPI Group plans to further enhance complementary services to those currently offered, such as for example arranging further scheduled train services (known as block trains) to/from the terminals to improve the railway transportation options available to its customers. Continue to optimise operations The GPI Group expects to continue to optimise its operations by increasing the productivity at its terminals, further centralising Group-wide functions and enhancing its customer service to further develop its customer relationships. Since APMT became a shareholder of the GPI Group, the Company has had access to the global expertise of its partner in such areas as technological process optimisation, IT solutions, and efficient development of new capacity, equipment specifications and safety of operations. The GPI Group plans to use APMT’s experience in these areas in order to increase productivity at its terminals by continuing to promote multi-skilling and other training programmes among its workforce, including the use of training programmes developed by its strategic partner where applicable. It also plans to further optimise the use of equipment and develop more comprehensive specifications when procuring new pieces of equipment to achieve greater operating efficiency, and to optimise the use of spare yard space at its container terminals to develop new services and cargo facilities, such as the recently constructed bulk coal cargo handling facilities at the VSC terminal which opened in 2011. To maintain a high standard of customer service, the GPI Group plans to regularly monitor its customers’ requirements at all corporate levels and offer tailored solutions to meet their requirements. Following Closing, the GPI Group will seek to integrate the NCC Group within 12 to 18 months. As part of the integration process, the GPI Group plans: to optimise network and berth efficiency by minimising double vessel calls to both FCT and PLP, continue to centralise its support functions to achieve higher efficiency and economies of scale, and eliminate duplicative functions. In addition, the GPI Group plans to continue to improve its IT infrastructure, including measures to integrate its operational, commercial, rail and financial IT systems. Expand asset portfolio through “greenfield” projects and selective acquisitions The GPI Group plans to expand its asset portfolio and grow its operations by pursuing “greenfield” projects and taking a selective and disciplined approach to acquisitions in regions focused on servicing Russian and CIS cargo flows. The GPI Group will evaluate potential targets against their strategic fit with its existing assets, comparing investment returns with those likely to be realised through organic development of GPI’s existing network of terminal facilities. The expansion potential of targets, the ability to achieve operational control and the likely return for shareholders are among the key criteria for the GPI Group’s development which is clearly focussed on the potential value to be created rather than the overall size of a potential project or acquisition.

HISTORY AND DEVELOPMENT The Company was established as the holding company of the GPI Group in 2008. Previously, the GPI Group’s operations were held directly or indirectly by the GPI Group’s co-controlling shareholder, Transportation Investments Holding Limited (TIHL), which acquired them in the years preceding the GPI Group’s formation. Following the initial acquisition of the GPI Group’s businesses, the GPI Group focused on integrating the businesses and ongoing improvement in their operational efficiency. This included acquiring additional land necessary for the development of PLP’s and VEOS’s operations and commencing a significant capital investment programme to modernise and expand its terminals and related facilities. The GPI Group has also sought to implement higher standards of corporate governance and improve its financial controls, reporting and risk management procedures. In June 2011, the Company became public upon placing GDRs representing 25% of its shares on the London Stock Exchange. In 2012, the GPI Group increased its ownership interest in VSC from 75% to 100%, acquiring the 25% stake held by DP World. In November 2012, APMT became a major shareholder of the Company by acquiring a 37.5% stake in the GPI Group from TIHL. See also “—Strengths—Market leader in containers”.

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SERVICES The GPI Group offers a wide range of customised services for import and export logistics operations. The core services of the GPI Group’s container terminals are container loading, unloading and storage. The services offered by the GPI Group’s operations in the Russian Ports segment and the Finnish Ports segment are primarily for the loading, unloading and storage of containers. In addition to containers, the GPI Group’s Russian container terminals also handle a range of other types of cargo. To improve the attractiveness of the GPI Group’s services to its customers, in recent years, the GPI Group has taken steps to improve transportation options to and from its terminals. The GPI Group arranges for scheduled trains (referred to as block trains) to operate to/from VSC, Yanino and PLP, and VSC has purchased and leased flatcars. The core services of the GPI Group’s oil products terminals are rail or ship unloading and storage of oil products and the loading of those products onto tankers for export. It also offers additional services, including the blending of the oil products to particular specifications. VEOS has the capability to accept VLCC tankers with a deadweight size of up to 300,000 metric tonnes. To facilitate more efficient throughput at its terminals, VEOS provides its own rail transport services for customers, provided by its subsidiary E.R.S. AS (ERS), transporting cargo from the Estonian border to the terminals. ERS operates its own fleet of locomotives to transport its customers’ railcars.

PRICING VSC OOO is regulated by the Russian Federal Tariff Service (the FTS) as a “natural monopoly” and, as a result, services at the VSC terminal are subject to maximum tariff restrictions for container loading, unloading and storage services. The GPI Group expects that, in the future, the maximum tariffs for the cargo handling and storage services in the Russian Far East, including those related to VSC, will be deregulated. Prices for the GPI Group’s services provided at PLP are currently unregulated and are primarily driven by market demand. Contract prices are typically set towards the end of the calendar year for the following year. PLP is a “natural monopoly” under Russian law, and, therefore, the maximum prices it charged for cargo handling and storage services have, in the past, been regulated by the FTS. In mid- 2010, the FTS suspended the regulation of tariffs in the Big Port of St. Petersburg cluster, including those related to PLP. See also “Risk Factors—Risks relating to the Enlarged Group’s business and industry—Tariffs for certain services at certain of the Enlarged Group’s terminals are, or have been in the past, regulated by the Russian federal government and, as a result, the tariffs charged for such services are subject to a maximum tariff rate unless the Enlarged Group obtains permission to increase the maximum tariff rate”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group—Key factors affecting the GPI Group’s financial condition and results of operations—Pricing”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group—Key factors affecting the NCC Group’s financial condition and results of operations—Pricing”. Maximum prices for the services provided by the GPI Group at Moby Dik and Yanino, as well as for the services at VEOS and the Finnish Ports, are not currently, nor have they been in the past, regulated.

CAPITAL EXPENDITURES The GPI Group’s capital expenditures on a cash basis for 2010, 2011 and 2012 and for the six months ended 30 June 2013 were USD52,211 thousand, USD131,971 thousand, USD79,765 thousand and USD20,669 thousand, respectively, and were used to finance the expansion of its terminals’ capacity and the purchase and renovation of equipment. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group—Liquidity and Capital Resources— Capital expenditures”.

THE GPI GROUP’S OPERATIONS The GPI Group’s operations are described below. Russian Ports segment The Russian Ports segment consists of the PLP and Moby Dik terminals located in St. Petersburg in the Baltic Sea Basin, and the VSC terminal in the Russia’s Far East Basin and an inland container terminal, Yanino, located near St. Petersburg.

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The revenue and Adjusted EBITDA of the Russian Ports segment on a 100% basis for 2012 were USD377,511 thousand and USD242,032 thousand, respectively. The revenue and Adjusted EBITDA of the Russian Ports segment on a 100% basis for the six months ended 30 June 2013 were USD188,895 thousand and USD121,846 thousand, respectively. The contribution of the Russian Ports segment (adjusted for the effect of proportionate consolidation) to the GPI Group’s revenue for 2012 and for the six months ended 30 June 2013 were USD367,807 thousand or 73.3% of the GPI Group’s revenue and USD183,825 thousand or 73.8% of the GPI Group’s revenue, respectively. PLP Overview PLP was the second largest container terminal in Russia by gross throughput for the first six months of 2013, according to ASOP. It is located in the St. Petersburg harbour, Russia’s primary gateway for container cargo. In addition to container cargo, PLP also handles ro-ro cargo and bulk cargo. PLP has increased its container throughput significantly in recent years and has room for further annual handling capacity additions as and when the market demands. Annual capacity and throughput The table below sets out the gross throughput by cargo type for the periods indicated. Gross throughput Six months ended Annual Years ended 31 December 30 June capacity as at 30 June Cargo type 2010 2011 2012 2012 2013 2013 Containers (thousand TEUs) ...... 541 779 827 409 371 1,000 Cars (thousand units) ...... 43 67 105 54 51 190 Ro-ro (thousand units) ...... 15 22 24 12 10 20 Other bulk cargo (thousand tonnes)...... 1,078 836 574 247 219 900

As shown in the table above, PLP currently has significant capacity to increase annual throughput. In addition PLP operates the first large-scale ro-ro facility in St. Petersburg and has secured Rolf, a large car distributor in Russia, as a long-term car ro-ro handling customer. For more information, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts— Transhipment services contract between Petrolesport and Rolf”. The GPI Group believes that PLP has significant expansion potential, which it plans to develop in line with the growth in market demand for container handling services. The GPI Group estimates that PLP has the potential to more than double its annual container handling capacity of 1,000 thousand TEUs as at 30 June 2013. In the near future, the GPI Group anticipates commissioning newly built 400,000 TEUs at PLP, which will increase the terminal’s capacity by 40% from current capacity levels. PLP has a long-term expansion plan, developed in cooperation with Hamburg Port Consulting and supported by Rosmorport. To reach these levels of annual cargo handling capacity, PLP may seek to further expand its hinterland connectivity and increase loading and unloading capacity, as well as to proceed with the reclamation of land for the construction of new dedicated container berths. See also “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts— Collaboration contract between Petrolesport and Rosmorport”. Customers and contract terms PLP’s key customers for container cargo include such main-line operators as Maersk, CMA CGM, OOCL, COSCO, HANJIN, YANG MING and Evergreen and feeder lines, including Unifeeder, Delta, Samskip, Sea Connect, Hapag-Lloyd and Team Lines. PLP’s contracts entered into with the Russian agents of international main-line operators are typically priced in US dollars and settled in roubles. Contracts entered into with the international main-line operators directly are entered into for cargo handling services only and typically priced and settled in US dollars. The GPI Group’s contracts with main-line operators generally require payment to be made within a period varying from 9 to 30 business days after the date of the invoice, which is typically issued 3 days after the date of shipping.

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As at 30 June 2013, PLP’s customer base also included 472 freight forwarders. PLP’s contracts with forwarders typically have a one year term and require 100% prepayment. PLP’s storage operations and other services are priced primarily in US dollars and settled in roubles. A relatively limited number of freight forwarders also pay in US dollars. For ro-ro cargo, one of PLP’s key customers is Rolf, with whom it has been working since 2008. In January 2011, PLP entered into a new five-year contract with Rolf for the handling of cars, with certain volumes guaranteed for a three-year period on a take-or-pay basis. For more information, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—Transhipment services contract between Petrolesport and Rolf”. PLP’s other significant customers for ro-ro cargo are Wallenius Wilhelmsen, DFDS, K Line, Transfennica and Mann Lines. In 2013, PLP discontinued handling refrigerated bulk cargo and focused on handling reefer containers. Property and equipment The PLP terminal covers a total area of 123 hectares, with 13 quays totalling 2,201 metres in length. The terminal has three dedicated container berths with a total length of approximately 680 metres and a construction depth of up to 13 metres. PLP owns 114.7 hectares and leases from the City of St. Petersburg the remaining 8.0 hectares of land underlying the terminal and owns three dedicated container quays, with the remaining 10 quays leased from Rosmorport pursuant to leases that will expire over the period between 2053 and 2057. PLP has 5.1 kilometres of internal railway tracks, which can accommodate up to 138 flatcars at once. As at 30 June 2013, PLP had 3,510 reefer container plugs. For yard operations, PLP relies predominantly on RTG technology, with 31 RTG units owned by PLP as of 30 June 2013. Hinterland connectivity The PLP terminal has good railway connections, direct access to major city roads, and has a direct access to the Western High-Speed Diameter road, which opened in October 2012. This road provides direct access to the St. Petersburg ring road and enables PLP’s customers to avoid transporting cargo through inter-city traffic congestion. Since February 2011, the GPI Group has arranged for regular scheduled trains (referred to as block-trains) to operate between PLP and Yanino, as well as to other destinations, to improve the rail transport options available to its customers. VSC Overview As at 30 June 2013, VSC was the largest container terminal in the Russian Far East Basin by container throughput, according to ASOP. It is located in the deep-water port of Vostochny near Nakhodka on the Russian Pacific coast, approximately eight kilometres from the Nakhodka-Vostochnaya railway station, which is connected to the Trans-Siberian Railway. VSC was originally developed in Soviet times as Russia’s primary eastern container shipping gateway and was one of only two purpose-built container terminals that were built in the Soviet Union. The VSC terminal is located in an ice-free harbour. Annual capacity and throughput VSC’s annual capacity as at 30 June 2013 was approximately 550 thousand TEUs. The terminal’s site has the potential to be expanded to approximately 2,200 thousand TEUs, subject to growth in market demand for container handling services. The terminal’s gross container throughput in 2010, 2011, 2012 and in the first six months of 2012 and 2013 was approximately 254 thousand TEUs, 339 thousand TEUs, 397 thousand TEUs, 191 thousand TEUs and 224 thousand TEUs, respectively. . In addition to containers, VSC handles coal. In 2011, VSC opened a bulk coal cargo handling facilities with an annual capacity of approximately 1,000 thousand tonnes. Customers and contract terms VSC’s main customers include FESCO, Sinokor, CMA CGM, Maersk, APL, SASCO, Zim and Kamchatka Lines. Its customer base also includes more than 100 freight forwarders. With access to its terminal mainly by rail, VSC’s contracts with forwarders typically have one-year term and require 100% prepayment. Invoices are settled in roubles based on US dollar tariffs at the exchange rate

Page 83 The Business of the GPI Group effective as at the date of the invoice. These contracts contain standardised terms and do not allow for price discounts. Customers who dispatch import containers on block-trains organised by VSC to railway stations within Russia enjoy longer free storage terms compared to the other customers. VSC’s contracts with main-line operators for handling are standardised in all significant respects except for prepayments in certain cases. Contracts with a limited number of those customers require 100% and, in certain cases, 60% prepayment, with the remaining 40% to be paid 5 to 10 days after the invoicing date. Invoices are issued and settled in US dollars based on the US dollar-denominated tariffs except for coastal main-line operators (cabotage), invoices for which are issued and settled in roubles based on the rouble-denominated tariffs. Property and equipment The VSC terminal covers a total area of 71.7 hectares, with four dedicated container quays totalling 1,284 metres in length and with a depth of up to 13.5 metres. VSC owns the freehold to the land underlying 68.3 hectares of its terminals and leases the quays from Rosmorport. The lease term is 49 years, starting from November 2012. VSC has 6.3 kilometres of internal railway tracks, which can accommodate up to 550 flatcars at once. As at 30 June 2013, VSC had 394 reefer container plugs. For yard operations, VSC relies on a combination of RMG rail mounted gantry cranes and straddle carriers technology. Hinterland connectivity The VSC terminal has direct access to the Trans-Siberian Railway and approximately 80% of cargo transported through VSC is delivered to and from the terminal by rail. The terminal also has access to all major highways in the region, providing it with road connections to Vladivostok and Khabarovsk. VSC’s proximity to the Trans-Siberian Railway enables cargo to be delivered to the Central and Western parts of Russia, as well as to Europe and elsewhere in the CIS. In recent years, VSC has taken a number of measures aimed at improving the transportation options available to its customers, including operating regular scheduled trains (referred to as block-trains) to service the terminal and increasing the total number of flatcars operated by VSC to 341, 321 of which were owned by the GPI Group and 20 were leased as at 30 June 2013. Moby Dik Overview Moby Dik is located on the St. Petersburg ring road, approximately 30 kilometers from St. Petersburg, at the entry point of the St. Petersburg channel. It is the only container terminal in Kronstadt and is located approximately 70 kilometres from the inland terminal in Yanino, to which it is connected by the St. Petersburg city ring road, and approximately 750 kilometres from Moscow. Annual capacity and throughput Moby Dik’s annual container handling capacity as at 30 June 2013 was approximately 400 thousand TEUs. The terminal’s gross container throughput in 2010, 2011, 2012 and in the first six months of 2012 and 2013 was approximately 141 thousand TEUs, 227 thousand TEUs, 226 thousand TEUs, 109 thousand TEUs and 112 thousand TEUs, respectively. The GPI Group believes that Moby Dik can expand its annual container handling capacity to approximately 500 thousand TEUs with relatively small additional capital investment, depending on the market demand for container handling services. Customers and contract terms Moby Dik’s largest customers are Containerships, a subsidiary of the GPI Group’s strategic partner, Container Finance, Hyundai Merchant Marine (HMM), CMA CGM and Glovis. Moby Dik’s contracts with shipping lines have one-year terms with automatic renewal provisions and require payment for cargo handling two weeks after the date of invoice, which is typically issued 12 days after the date of shipping. Payment for storage and additional services is required each month. Services are priced and settled in US dollars.

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Property and equipment The Moby Dik terminal covers a total area of 15.1 hectares, of which 13.7 hectares are leased from state authorities pursuant to several long-term lease agreements, some of which expire in years 2053 - 2061, and the remaining 1.4 hectares is owned by Moby Dik. It has two dedicated container berths totalling 321 metres in length with a depth of approximately 10 metres. One of Moby Dik’s berths is currently leased under a long-term lease from the Committee for Property Management of St. Petersburg, which expires in 2055, and the agreement on lease of the other berth for the period until 2062 has been signed and will enter into force upon state registration of the lease. As at 30 June 2013, Moby Dik had 504 reefer container plugs. For yard operations, Moby Dik predominantly relies on RTG technology. Hinterland connectivity The Moby Dik terminal has a direct link with the St. Petersburg city ring road offering easy access to St. Petersburg and the GPI Group’s inland terminal, Yanino. Although Moby Dik has no direct rail link, its customers can gain access to rail transport via the Yanino inland terminal, located approximately 70 kilometres away by road. Strategic partner The GPI Group holds a 75% effective ownership interest in Moby Dik pursuant to a strategic partnership with Container Finance, which owns the remaining 25% ownership interest. Container Finance is a Finnish business that, through its subsidiary Containerships, operates a leading inter-European line business in the Baltic and has an extensive knowledge of container market trends in that region. This strategic partnership also governs the operation of the Finnish Ports segment. See “— The GPI Group’s operations—Finnish Ports segment”. For more information on the terms of this strategic partnership, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—Container Finance Shareholders Agreements”. Containerships is also Moby Dik’s most significant customer. Moby Dik was formerly wholly-owned by Container Finance and is used by Containerships as a base to distribute its intra-European door-to-door services. Yanino Overview Yanino is one of the few multi-purpose container logistics complexes in Russia providing a comprehensive range of container and logistics services at one location. The terminal has a total area of 51.3 hectares, of which it owns the freehold to 49.8 hectares. The site has good road and railway connections, being connected to the St. Petersburg city ring road and having access to an existing railway spur. Yanino is located approximately 70 kilometres from the Moby Dik terminal in Kronstadt and approximately 50 kilometres from PLP. Yanino provides access to containerisation for small- and medium-sized producers of export goods, which is intended to increase container volumes at the GPI Group’s other terminals in the region, because smaller lots of goods can be handled at Yanino, without having to transport the goods first to a port terminal for container stuffing. Yanino offers both container storage and unstuffing services for importers. Because of Yanino’s rail and road connectivity, these customers are able to dispatch their products to the distribution network straight from the Yanino Logistics Park, without having to transport the goods to any intermediaries. Annual capacity and throughput Yanino has a total annual container handling capacity of approximately 200 thousand TEUs and a total annual general cargo handling capacity of approximately 400 thousand tonnes. The GPI Group estimates that, currently, Yanino has potential to develop an annual container handling capacity of approximately 400 thousand TEUs and a total annual general cargo handling capacity of approximately 1,000 thousand tonnes. Yanino commenced full operations in 2010. Its gross container throughput in 2012 and in the first six months of 2012 and 2013 was approximately 63 thousand TEUs, 33 thousand TEUs and 31 thousand TEUs, respectively, and bulk cargo throughput for the same periods was approximately 279 thousand tonnes, 162 thousand tonnes and 180 thousand tonnes, respectively.

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Customers Yanino’s major customers include CMA, CGM, COSCO, Containerships, Evergreen, Unifeeder, as well as other logistics companies and end-customers, including Hyundai Motor Manufacturing Rus. Property and equipment The terminal has a total area of 51.3 hectares, of which it holds the freehold title to 49.8 hectares. The terminal comprises container yards with an annual container handling capacity of 200 thousand TEUs, 120 reefer container plugs, a 38,000 square metre open storage area for bulk cargo, and a 23,205 square metre Class C unheated warehouse. Yanino’s services include handling, storage and additional services, such as container stuffing and unstuffing. Yanino has approximately 4 kilometres of internal railway tracks. Yanino primarily relies on RTG technology for containers and on fork lifts and loaders for other cargo. Hinterland connectivity The Yanino terminal has a direct link to the St. Petersburg city ring road and a railway spur, connecting it to the Russian rail network. At the beginning of 2011, the GPI Group started to arrange for a regular block-train service to operate between Yanino and PLP, as well as to / from several destinations in the European part of Russia. Typically, Yanino uses these trains to receive cargo directly from its customers’ facilities and to transport cargo on to PLP. Strategic partner The GPI Group holds a 75% effective ownership interest in Yanino pursuant to a strategic partnership with Container Finance, which holds the remaining 25% effective ownership interest. For more information on the terms of this strategic partnership, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—Container Finance Shareholders Agreements”. Oil Products Terminal segment Overview The Oil Products Terminal segment consists of VEOS. VEOS handles mainly Russian, Belorussian and Kazakh fuel oil and vacuum gas oil and is an independent oil products terminal in the Baltic Sea Basin. The revenue and Adjusted EBITDA of the Oil Products Terminal segment on a 100% basis for 2012 were USD233,212 thousand and USD113,794 thousand, respectively. The revenue and Adjusted EBITDA of the Oil Products Terminal segment on a 100% basis for the six months ended 30 June 2013 were USD113,684 thousand and USD50,310 thousand, respectively. The contribution of the Oil Products Terminal segment (adjusted for the effect of proportionate consolidation) to the GPI Group’s revenue for 2012 and for the six months ended 30 June 2013 were USD116,606 thousand or 23.2% of the GPI Group’s revenue and USD56,842 thousand or 22.8% of the GPI Group’s revenue, respectively. To improve transportation options for its customers, ERS transports cargo from the Russian-Estonian border to the terminal. Storage capacity, throughput and receiving capacity The VEOS terminals had a combined storage capacity of approximately 1,026 thousand cbm as at 30 June 2013, comprising 78 tanks, of which 771 thousand cbm is heated and can be used to store dark oil products and 255 thousand cbm can be used to store light oil products. The terminals provide segregated storage of different types of light and dark oil products, which allows for blending to create custom products required by customers. VEOS’s gross throughput in 2010, 2011, 2012 and in the first six months of 2012 and 2013 was approximately 18.2 million tonnes, 15.9 million tonnes, 10.4 million tonnes, 6.1 million tonnes and 5.6 million tonnes, respectively. Customers and contracts VEOS’s customers include the major CIS oil suppliers and international oil trading companies. VEOS’s key customers include Rosneft, Gazpromneft, Tatneft, Vitol and IPP. Approximately 85% of VEOS revenues are in euros and the remaining 15% of the revenue are in US dollars. The GPI Group

Page 86 The Business of the GPI Group expects that the equalisation of Russian railway transport tariffs for transportation to Russian ports and export transportation crossing international borders, in fulfilment of commitments to the WTO, of which Russia became a member in August 2012, and the European Union might expand the range of potential refineries serviced by VEOS. These refineries currently do not use VEOS due to higher rail tariffs for long-distance shipment to Estonia, compared with the rail tariffs for shipments to Russian ports. Contracts for throughput and storage typically have a one year term. Rates for throughput (per metric tonne of oil products handled) typically depend on product, throughput volumes, delivery method and seasonality, with payments to be effected within seven to 15 days from the bill of lading date. Rates for storage (per cubic metre of rented storage capacity) are to be paid monthly over the period between the 30th day of the month preceding the rental month and the 15th day of the rental month. The actual storage payment schedule varies depending on the customer. Property and equipment The VEOS terminals span a land area of 131.2 hectares, of which 67.6 hectares are owned by VEOS, and the remaining 63.6 are used under long-term building title agreements expiring between 2032 and 2061. VEOS also uses the quays at the port of Muuga under cooperation agreements and personal right of use agreements with Tallinna Sadam AS (the port of Tallinn), the operator of the port of Muuga, expiring in 2020 (with an option to extend for an additional ten years), 2032 and 2034. Under these arrangements, VEOS pays monthly fees based on its throughput volumes. VEOS owns 39 kilometres of internal rail tracks, which can accommodate up to 2,300 rail tank cars. The terminal infrastructure includes 442 advanced unloading positions, with capacity to unload over 1,000 rail tank cars (60,000 metric tonnes) per day in the winter season and over 1,500 rail tank cars (90,000 metric tonnes) per day in the summer season. The GPI Group believes its terminals have the largest rail off-loading capacity in the Baltic Sea Basin. ERS transports customers’ tank cars between the Russian-Estonian border and the VEOS terminals. ERS operates a fleet of its own locomotives, and uses railway infrastructure under a general terms contract with Eesti Raudtee AS (Estonian Railways), a company operating the Estonian railway infrastructure. ERS owns eight main-line locomotives and rents locomotives from third parties when required. Heavy fuel oil requires specialised handling and heating equipment, including insulated tanks and pipelines to liquefy fuel oil. VEOS operates several steam boilers for oil tank car heating, which allows for one or two boilers to be taken offline for repair if necessary without disrupting service. At low ambient temperatures, particularly in winter, discharging fuel oil is more challenging and requires more time than at higher ambient temperatures. Further, some of VEOS’s equipment can also be used to handle light oil products. Hinterland connectivity VEOS is largely dependent on railway delivery and has significant unloading capacity. Its terminals also include good road connections. Competition VEOS can offer customers equal treatment and trading opportunities not available at terminals associated with particular traders or vertically integrated oil companies. The GPI Group believes that the combination of the largest storage capacity for dark petroleum products together with the biggest port infrastructure makes VEOS well-positioned in Baltics to load VLCC from VEOS for shipment of cargo to Asia and the Americas. Finally, in 2012, the unloading capacity at VEOS increased by 28% (to 442 positions) enabling it to handle volumes from distant refineries during the winter peak season when there is a deficit of unloading capacity. The GPI Group believes VEOS has the highest capacity of all facilities in the Baltic for discharging rail tank cars. Short discharging times are particularly important in the winter, when additional heating is required for discharging fuel oil due to low temperatures. VEOS’s high discharging capacity allows it to provide reliable handling services to its customers and to better control transportation expenses by preventing build-ups in rail tank cars and resultant increases in fuel oil dwell times.

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Strategic partner The GPI Group holds a 50% effective ownership interest in VEOS pursuant to a strategic partnership with Royal Vopak, which holds the remaining 50% ownership interest. Royal Vopak is a global market leader in independent storage and handling of liquid, oil products, chemicals, vegetable oils and liquefied gases and currently has 82 terminals with a combined storage capacity of more than 30 million cubic meters in 31 countries worldwide. For more information on the terms of this strategic partnership, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—VEOS shareholders agreement”. Finnish Ports segment Overview The Finnish Ports segment consists of MLT Kotka and MLT Helsinki. Ownership interests in the Finnish Ports were acquired in 2007, together with the Moby Dik terminal, as the GPI Group’s controlling shareholder sought to expand its operations in the Baltic Sea Basin, particularly in St. Petersburg. MLT Kotka operates in the port of Kotka and mainly serves Russian import and Finnish export cargo flows. MLT Helsinki operates in the port of Vuosaari and focuses primarily on Finnish import and export cargo flows. The GPI Group believes that the Finnish Ports have a number of competitive advantages. In particular, MLT Kotka has a balance of container traffic comprising Russian imports and Finnish containerised exports and timber- processing industry cargo, as well as good road, rail and deep-sea connections. MLT Helsinki is located in a recently developed area with good rail and deep sea connections, and significant expansion potential without requiring significant additional capital investments. The revenue and Adjusted EBITDA of the Finnish Ports segment on a 100% basis in 2012 were USD23,546 thousand and USD2,782 thousand respectively. The revenue and Adjusted EBITDA of the Finnish Ports segment on a 100% basis in the six months ended 30 June 2013 was USD11,291 thousand and USD1,752 thousand, respectively. The contribution of the Finnish Ports segment to the GPI Group’s revenue (adjusted for the effect of proportionate consolidation) in 2012 and in the six months ended 30 June 2013 were USD17,416 thousand or 3.5% of the GPI Group’s revenue and USD8,468 thousand or 3.4% of the GPI Group’s revenue, respectively. Annual capacity and throughput Annual capacity for MLT Kotka and MLT Helsinki as at 30 June 2013 was approximately 90 thousand TEUs and 270 thousand TEUs, respectively. The GPI Group believes that there is a potential to expand MLT Kotka’s annual container handling capacity further, subject to market demand for container handling services. The gross container throughput for the Finnish Ports segment in 2010, 2011, 2012 and in the first six months of 2012 and 2013 was approximately 159 thousand TEUs, 163 thousand TEUs, 178 thousand TEUs, 86 thousand TEUs and 105 thousand TEUs, respectively. Customers and contract terms The Finnish Ports segment’s significant customers include Containerships (for containers), MSC, and CYKH Alliance. The Finnish Ports segment’s contracts with its customers typically remain in force until they are terminated by either party upon three months notice and include provisions for the annual renegotiation of rates. These contracts do not include volume guarantees and do not provide for spot pricing. Payments are made in euro. Property and equipment The MLT Kotka terminal covers a total area of approximately two hectares, with one quay of 250 metres in length and a depth of 10 metres. MLT Kotka leases the land underlying the terminal from the port of Kotka under a lease agreement that runs indefinitely, subject to any party giving six months notice to terminate.

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The MLT Helsinki terminal covers a total area of seven hectares, with two quays totalling 300 metres in length and with a depth of 11 metres. MLT Helsinki can use the land underlying this terminal for the period of the agreement between MLT and the port of Helsinki, initially for a fixed term of five years, expiring in 2018, with an additional five-year renewal period subject to the approval of the port of Helsinki. As at 30 June 2013, MLT Helsinki had a reefer container yard with 108 plugs and MLT Kotka had a reefer container yard with 8 plugs. The terminals of the Finnish Ports segment primarily rely on RTG technology. Hinterland connectivity The Finnish Ports have good road and rail connections in Helsinki and Kotka, including two railway lines for use by MLT in Vuosaari and one in Kotka. Competition The Finnish Ports comprise the third largest operator amongst three competitors in the same region, including Finnsteve Oy and Steveco Oy. Steveco Oy has close relationships with the paper industry in Finland, and Finnsteve Oy is controlled by Grimaldi, an Italian shipping company, through Finnlines Plc. Finnsteve Oy only operates in Helsinki (Vuosaari), but not in Kotka. Strategic partner The GPI Group holds a 75% effective ownership interest in the Finnish ports segment pursuant to the strategic partnership agreement with Container Finance Ltd Oy, which holds the remaining 25% effective ownership interest. For more information on the terms of this strategic partnership, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts— Container Finance Shareholders Agreements”.

EMPLOYEES The table below sets out the total number of employees in each of the GPI Group’s terminals, as at 31 December 2010, 2011 and 2012 and 30 June 2013 on a 100% basis. Number of employees As at 31 December As at 30 Business segment 2010 2011 2012 June 2013 Russian Ports PLP...... 1,572 1,447 1,368 1,277 VSC...... 545 613 617 631 Moby Dik...... 227 232 239 237 Yanino...... 137 125 126 154 Oil Products Terminal...... 533 545 570 565 Finnish Ports...... 109 108 74 77 Holding ...... 9 18 27 33 Total ...... 3,132 3,088 3,021 2,974

The table below sets out the main categories of employees of the GPI Group and the GPI Group’s terminals as at 31 December 2010, 2011 and 2012 and 30 June 2013 on a 100% basis. Number of employees As at 31 December As at 30 Category 2010 2011 2012 June 2013 Operating employees ...... 2,347 2,316 2,242 2,189 Administrative employees...... 785 772 779 785 Total ...... 3,132 3,088 3,021 2,974

The GPI Group’s employees are engaged under a variety of employment arrangements, including as direct hires pursuant to collective bargaining agreements. Because the companies in the GPI Group are separate legal entities, each relevant Group company enters into collective bargaining arrangements with trade unions separately. Approximately 43% of the employees of the GPI Group are members of a trade union, the most notable of which is the Petrolesport OAO trade organisation, with which a collective bargaining agreement was concluded on 30 December 2009. The GPI Group is not party to any collective employment disputes

Page 89 The Business of the GPI Group and there have been no strikes or other cases of industrial action at the GPI Group’s facilities during the last five years that have caused material disruption of the GPI Group’s business. PLP, VSC and Yanino outsource certain low-skilled routine works to third parties. In addition, PLP outsources certain security services to related parties. In certain circumstances, the Finnish Ports outsource other works, including container repairs, to third parties. The GPI Group offers training programmes for employees in safety engineering, fire safety and first aid, as well as equipment training on new and existing equipment and administrative training for accounting, bookkeeping and English language skills. As a response to the recent global economic and financial crisis, the GPI Group encouraged its technical staff to become multi-skilled, which has also allowed the GPI Group to further optimise the size of its workforce. In addition to wages, the GPI Group typically incentivises workers through bonus programmes. Bonuses are based on various criteria, including the employee’s job performance, length of service and the financial and operational performance of the terminal.

INFORMATION TECHNOLOGY The GPI Group uses several different IT systems at its terminals due to operational differences and the history of the GPI Group’s development. In general, at each terminal, the IT systems consist of terminal operating systems and accounting applications, which provide the terminal with data for general management and container handling, strategic planning and analysis, management decision-making and financial reporting. The GPI Group is also currently considering implementing a unified IT system at its container terminals, particularly to improve its operating processes and efficiency, and to facilitate greater integration with its customers’ IT systems and other third parties. VEOS’s oil products handling operations require different IT solutions, which monitor hardware and machinery, including monitoring fuel oil fluidity and temperature, storage tank status and the loading process. Automation software controls the heating of storage tanks and the operation of export pumps, pipelines and marine loading arms. The Finnish Ports and VEOS outsource 100% of their IT support to a third- party service provider, while the GPI Group’s other companies handle their IT services using their own staff.

INSURANCE Russian Ports segment The insurance industry in the Russian Federation is in the process of development, and many forms of insurance coverage common in developed markets are not yet generally available or not available on commercially acceptable terms. The GPI Group’s general policy is to procure the mandatory insurance amounts and policies required by applicable law as well as certain other non-mandatory types of insurance. See “Risk Factors—Risks Relating to the Enlarged Group’s Business and Industry—The Enlarged Group’s insurance policies may be insufficient to cover certain losses”. Industrial companies in Russia must maintain mandatory liability insurance for damages caused as a result of exploitation of dangerous industrial objects, hydrotechnical infrastructure, and certain other similar types of insurance. The GPI Group currently has all insurance policies it is required to have by applicable law. These insurance policies include cover for third party liability arising out of the operation of certain of the GPI Group’s facilities in Russia, mandatory motor vehicle insurance, and certain other types of insurance. In addition to mandatory insurance, the GPI Group has insurance cover in respect of risk of damage to or loss of its owned and leased property, such as buildings, facilities and equipment, against events such as fire, lightning, gas explosions, natural disasters, damage caused by water, theft, malicious acts of third parties, and business interruption insurance. The GPI Group maintains insurance policies with some of the leading Russian insurance companies such as Sogaz, Voenno-Strakhovaya Kompaniya (VSK), Rosgosstrakh, IG MSK, Reso-Garantiya, ERGO- RUS, IC Alliance and AlfaStrakhovanie. The GPI Group renews its insurance policies annually in the ordinary course of business on commercially reasonable terms, conditions and rates.

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Oil Products Terminal segment Estonian law requires the maintenance of certain insurance policies, including for motor and liability insurance. The GPI Group believes that it currently has all insurance policies it is required to have by applicable laws. The GPI Group maintains insurance policies for employee accidents, property, business interruption, cargo liability, third party liability, employer liability, professional indemnity, fines and penalties, director and officer liability. Insurers include RSA, Chartis and IF P&C Insurance. Finnish Ports segment In Finland, the GPI Group is required to maintain insurance for third party liability, group life, accidents, unemployment and pensions. The GPI Group currently has all insurance policies it is required to have by applicable law. The Finnish Ports also maintain insurance policies for director and officer liability, property and business interruption, stowage, hull and traffic liability and third party liability. Most of the Finnish Ports insurance policies are with TT Club Mutual Insurance Ltd., and with Fennia and Etera Mutual Insurance Companies. Other The Company, VEOS and Multi-Link have their own directors and officers’ insurance policies, covering the potential liabilities of those persons arising from their roles with the relevant companies.

SAFETY AND ENVIRONMENT Safety Protection of the environment and the safety and health of the GPI Group’s employees, customers and suppliers is an integral part of the GPI Group’s activities. The GPI Group is committed to continuous improvement in processes to manage safety, health and environmental performance. The GPI Group uses best practices and applies international safety standards for checks, controls and follow-up procedures on accident reporting, recommendations and action plans. Employee safety and fire prevention are key objectives of the GPI Group. The GPI Group monitors its activities to ensure strict compliance with applicable safety requirements and proper qualification and certification of all personnel involved in handling dangerous and hazardous cargo. Fire control instructions are distributed to all employees, who also undergo ongoing fire control training. The management of each terminal has put in place emergency action plans, and fire control departments check equipment at each terminal on a continual basis. While the GPI Group endeavours to maintain high standards of health and safety, accidents at the GPI Group's facilities occur from time to time with very few of them found to have occurred at the GPI Group's fault. Since the beginning of 2010, 104 accidents have been reported one of which resulted in a fatality for which the terminal of the GPI Group was found not to be at fault. Environment The GPI Group aims to be a market leader in environmental control by reducing pollution and maximising efficiency of energy consumption. Its key environmental initiatives include building sewage water treatment plants, frequent chemical analysis of wastewater, regular clearing of terminal water areas, implementing emergency action plans at each terminal, energy consumption control and energy saving initiatives, including replacing older equipment with new more environmentally friendly and energy efficient equipment. The GPI Group is subject to environmental laws and regulations in Russia, Estonia and Finland. The GPI Group believes that it is in material compliance with all environmental laws and regulations to which it is subject. The GPI Group believes that it holds all necessary environmental licences and permits, including licences for the use of water resources, permits for water discharges, air emissions, waste disposal and waste management, and other licences for operations at its facilities. The GPI Group also believes that it holds all necessary licences required for loading and off-loading hazardous cargo in sea ports, loading and off-loading hazardous cargo onto and from railway vehicles, sea towing and handling hazardous waste and gathering, utilisation, disposing, transportation and distribution of hazardous wastes. See “Regulation—Licensing”.

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LICENCES The GPI Group believes that it has all necessary licences and permits required for its activities relating to sea port operations and oil handling, including licences concerning safety, security and handling hazardous materials, permits for ambient air pollution, the special use of water for sewage and the gathering, utilisation, disposal, transportation and distribution of waste, and licences for certain other corresponding services performed by the GPI Group’s companies. See “Regulation—Licensing”.

INTELLECTUAL PROPERTY The GPI Group has registered the “Global Ports” logo as a trademark in Russia, Armenia, Georgia, Kyrgyzstan, Turkmenistan, Ukraine, Belarus, Moldova, China, the countries of the European Community, the United States, Cyprus and the Republic of Korea in respect of a number of classes of goods and services. It has also filed the “Global Ports” logo as a trademark in the Democratic People’s Republic of Korea, Turkey and certain other countries in respect of a number of classes of goods and services. The “Petrolesport” logo has been registered as a trademark in Russia in respect of Class 39 of International Classification of Goods and Services with the Federal Service for Intellectual Property, Patents and Trademarks of the Russian Federation on 6 September 2004 with a trademark priority commencing on 23 March 2004. The registration is valid until 23 March 2014. Other logos identifying operational subsidiaries have not been registered. The GPI Group maintains the registration of the internet domain name globalports.com. The GPI Group does not hold any proprietary patents or patent applications, although as is common in the container ports and oil handling industry, the GPI Group relies on a number of relevant trade secrets and know-how concerning its business and operations. The GPI Group also uses multiple electronic systems allowing it to monitor warehousing, location and movement of cargoes.

LITIGATION AND OTHER PROCEEDINGS In the ordinary course of business, the GPI Group has been, and continues to be, the subject of legal and arbitration proceedings and adjudications from time to time, which may result in damage awards, settlements or administrative sanctions including fines. There are no, and in the previous 12 months, have not been, any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the GPI Group is aware), which individually or in the aggregate may have, or have had in the recent past, a significant effect on the GPI Group, its financial position or profitability.

Page 92 THE BUSINESS OF THE NCC GROUP

OVERVIEW NCC Group Limited (NCCGL), a company incorporated in Cyprus, together with its consolidated subsidiaries (the NCC Group) is the second largest container terminals operator in Russia, by gross container throughput for 2012, according to the Association of Sea Commercial Ports (ASOP). Its key assets include First Container Terminal (FCT) in St. Petersburg and the Ust-Luga Container Terminal (ULCT), a green-field development in the port of Ust-Luga, as well as Logistika-Terminal (LT), an inland container terminal close to St. Petersburg. NCC Group’s container terminal operations are located on the Baltic Sea, one of the key gateways for Russian container cargo. The NCC Group was founded in 2002, initially consisting of the dedicated container terminal, FCT. The Enlarged Group believes that NCC Group’s experienced management has driven throughput volume growth at FCT from approximately 439 thousand TEUs in 2002 to 959 thousand TEUs and 1,072 thousand TEUs in 2007 and 2008, respectively, approaching its full operating capacity. FCT has operated at high capacity utilisation levels since 2008, with the exception of decreases in capacity utilisation in 2009 due to the global economic slowdown. In response to these potential capacity constraints, the NCC Group constructed and developed both LT (which was launched in 2010) and ULCT (construction for which began in 2007 and which was launched in December 2011). NCC Group’s marine container terminals had a gross container throughput of 1,069 thousand TEUs in 2012, which represented a decrease of 9% from 2011. In the first six months of 2013, NCC Group’s marine terminals handled approximately 561 thousand TEUs, which represented an increase of approximately 7% compared to the first six months of 2012. The Enlarged Group estimates that, as at 31 December 2012 and as at 30 June 2013, NCC Group’s marine terminals had an aggregate annual container handling capacity of approximately 1,690 thousand TEUs. The NCC Group also has the ability to expand its capacity at both FCT and ULCT to accommodate increasing demand for container handling services in the Baltic region of Russia. The capacity of NCC Group’s inland container facility, LT, was 200 thousand TEUs as at 31 December 2012. In 2012, NCC Group’s revenue and Adjusted EBITDA was USD253,291 thousand and USD163,954 thousand, respectively. In the first six months of 2013, NCC Group’s revenue and Adjusted EBITDA was USD131,801 thousand and USD84,749 thousand, respectively. NCC Group’s main operations consist of the following terminals. FCT. FCT was the largest container terminal in Russia by gross throughput for 2012, according to ASOP. It is located in the St. Petersburg harbour, Russia’s primary gateway for container cargo and was one of the first specialised container terminals to be established in the USSR. FCT’s gross container throughput was 1,160 thousand TEUs, 1,174 thousand TEUs, 1,058 thousand TEUs and 540 thousand TEUs in 2010, 2011, 2012 and in the first six months of 2013, respectively. The NCC Group has a 100% effective ownership interest in FCT. ULCT. ULCT is located in the large multi-purpose Ust-Luga port cluster on the Baltic Sea, approximately 100 kilometres westwards from St. Petersburg city ring road. ULCT began operations in December 2011. Its gross container throughput was 11 thousand TEUs and 21 thousand TEUs in 2012 and in the first six months of 2013, respectively. ULCT’s railway access positions it well to service industrial cargo flows to/from inland destinations in the central Russia and to compete for “project cargoes”. Currently, scheduled block-trains run to and from ULCT, and the Enlarged Group expects the volume of block train deliveries to grow. The NCC Group has an 80% effective ownership interest in ULCT. The remaining 20% ownership interest is owned by Eurogate, the international container terminal operator. LT. LT is an inland container terminal providing a comprehensive range of container freight station and dry port services at one location. The terminal is located to the side of the St. Petersburg - Moscow road, approximately 17 kilometres from FCT and operates in the Shushary industrial cluster. LT was launched in 2010 at a time of storage capacity constraints at FCT. LT was primarily intended to provide an off-dock facility for FCT customers and increase its service offering, including stuffing and unstuffing, longer-term storage, and the ability to temporarily store large volumes of goods. Its gross

Page 93 The Business of the NCC Group container throughput was 113 thousand TEUs and 50 thousand TEUs in 2012 and in the first six months of 2013, respectively. The NCC Group has a 100% effective ownership interest in LT.

SERVICES The services offered by NCC Group’s terminals are primarily the loading, unloading and storage of containers. Substantially all of NCC Group’s throughput is O&D cargo, which provides the NCC Group with an opportunity to earn more revenue through rendering a variety of additional services. Container loading and unloading services include the quay-side loading and unloading of containers from ships, as well as onto trucks or railcars for transport beyond the terminal. The NCC Group uses modern handling equipment in its quay-side container loading and unloading operations, including straddle carriers and rubber-tyred gantry cranes (RTG). NCC Group’s terminals also offer storage services, which involve the storage of import and export containers at the terminal. Imported containers are normally stored at the terminal yard until collected by customers, and containers to be exported are stored until loaded onto vessels. Refrigerated container cargo is stored in special container yards equipped with electric plugs for reefer containers.

PRICING Prices for NCC Group’s services provided at FCT are currently unregulated and are primarily driven by market demand. The NCC Group reviews these prices annually. FCT is a “natural monopoly” under Russian law, and, therefore, the maximum prices it charged for cargo handling and storage services have, in the past, been regulated by the Russian Federal Tariff Service (the FTS). In mid-2010, the FTS suspended the regulation of tariffs in the Big Port of St. Petersburg cluster, including those related to FCT. See also “Risk Factors—Risks relating to the Enlarged Group’s business and industry—Tariffs for certain services at certain of the Enlarged Group’s terminals are, or have been in the past, regulated by the Russian federal government and, as a result, the tariffs charged for such services are subject to a maximum tariff rate unless the Enlarged Group obtains permission to increase the maximum tariff rate” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group—Key factors affecting NCC Group’s financial condition and results of operations—Pricing”. Maximum prices for the services provided by the NCC Group at ULCT and LT are not currently, nor have they been in the past, regulated.

CAPITAL EXPENDITURES NCC Group’s capital expenditures on a cash basis in 2010, 2011 and 2012 were USD45,212 thousand, USD84,017 thousand and USD18,490 thousand, respectively. These expenditures were primary related to the completion of ULCT which began operations in December 2011. NCC Group’s capital expenditures on a cash basis in the six months ended 30 June 2013 were USD5,270 thousand. These expenditures primary related to the acquisition of container handling equipment at FCT, further completion works at ULCT and maintenance capital expenditure at FCT and LT. The Enlarged Group believes that the NCC Group’s terminals are currently well-invested and will not require substantial capital expenditures for their routine operation in the near to mid-term.

NCC GROUP’S TERMINALS FCT Overview FCT was the largest container terminal in Russia by gross throughput for 2012, according to ASOP. It is located in the St. Petersburg harbour, Russia’s primary gateway for container cargo and was one of the first specialised container terminals to be established in the USSR. The terminal has good railway and road connections. The NCC Group has a 100% effective ownership interest in FCT. Annual capacity and throughput FCT’s gross container throughput was 1,160 thousand TEUs, 1,174 thousand TEUs, 1,058 thousand TEUs and 540 thousand TEUs in 2010, 2011, 2012 and in the first six months of 2013, respectively. FCT’s annual container handling capacity remained unchanged throughout 2010, 2011, 2012 and the

Page 94 The Business of the NCC Group first six months of 2013 and was 1,250 thousand TEUs. The Enlarged Group estimates that the terminal has the potential to increase its annual container handling capacity to 1,500 thousand TEUs, subject to market demand. Customers and contract terms FCT’s key global carrier customers are Maersk, CMA CGM, APL, OOCL, MSC and Hapag Lloyd. FCT also serves a number of feeder lines, including Unifeeder, Delta, Samskip, Sea Connect, Team Lines, Swan and FESCO. FCT’s contracts entered into with the Russian agents of international main-line operators are typically priced in US dollars and settled in roubles. Contracts entered into with the international main-line operators directly are entered into for cargo handling services only and typically priced and settled in US dollars. FCT’s contracts with main-line operators generally require payment to be made within a period varying from 15 to 30 business days after the date of the invoice, which is typically issued two days after the date of shipping. As at 30 June 2013, FCT’s customer base also included a number of freight forwarders. FCT’s contracts with forwarders typically have a one year term and require payment within 10 business days after the date of the invoice. The invoice is typically issued one day after the date of shipping. FCT’s storage operations and other services are priced primarily in US dollars and settled in roubles. Property and equipment FCT covers a total area of 89 hectares, with four operating container quays totalling approximately 780 metres in length and a construction depth of up to 11.5 metres. FCT leases the site (other than the quays) from the City Property Management Committee of St. Petersburg. FCT leases three of its operating quays from Rosmorport under a long-term lease agreement which is currently due to expire in 2022, and one quay from the Arctic and Antarctic Research Institute under a five year lease which is currently due to expire in December 2018 (or, if successfully negotiated, in December 2023). FCT has 3.3 kilometres of internal railway tracks, which can accommodate up to 114 flatcars. The terminal has a container yard with 2,905 electrical plugs for refrigerated containers. FCT predominantly uses straddle carrier and RTG technology for yard container handling operations. ULCT Overview ULCT is located in the large multi-purpose Ust-Luga port cluster on the Baltic Sea, approximately 100 kilometres westwards from the St. Petersburg city ring road. ULCT began operations in December 2011 and, as at 30 June 2013, had annual gross container throughput capacity of 440 thousand TEUs. The Ust-Luga port cluster is the most western port in the Russian hinterland. It is estimated to be the largest transportation infrastructure project in post-Soviet Russia and consists of several marine terminals and related infrastructure, providing the location for a critical mass of shipping related operations. The project has attracted significant state support, including for the development of the offshore navigational infrastructure as well as onshore infrastructure and utilities. It offers several advantages to the Big Port of St. Petersburg cluster, such as improved maritime navigation, with a wider two-way approaching channel, a shorter ice period and deeper water access. ULCT is the only dedicated container terminal in the cluster. It is also well-positioned to service industrial cargo flows to/from the central region of Russia, providing shorter hinterland connections and better railway connectivity compared to other ports in the Baltic states. The NCC Group has an 80% effective ownership interest in ULCT. The remaining 20% ownership interest is owned by Eurogate, the international container terminal operator. See “Material Contracts and Related Party Transactions—NCC Group’s Material Contracts—ULCT Shareholders’ agreement”. As part of the NCC Acquisition arrangements, the GPI Group has agreed to procure conversion of the shareholder loans payable by ULCT to Eurogate into ULCT’s equity. Alternatively, the Sellers may buy out Eurogate’s stake and request that ULCT issues new shares to them. Neither of these options will affect the GPI Group’s effective 80% ownership interest in ULCT. See also “The NCC Acquisition—Loan restructuring”.

Page 95 The Business of the NCC Group

Annual capacity and throughput ULCT’s annual container handling capacity in 2012 and the first six months of 2013 was 440 thousand TEUs. ULCT’s gross container throughput was 11 thousand TEUs and 21 thousand TEUs in 2012 and in the first six months of 2013, respectively. ULCT has the potential to expand its annual container handling capacity to 2,600 thousand TEUs. Customers and contract terms ULCT’s principal customers are main-line operators. It also serves a limited number of freight forwarders. ULCT’s key customers include Maersk, APL, CMA CGM, Hapag Lloyd, Unifeeder, Team Lines, OOCL and FESCO. ULCT’s contracts entered into with the Russian agents of international main-line operators are typically priced in US dollars and settled in roubles. Contracts entered into with the international main- line operators directly are entered into for cargo handling services only and typically priced and settled in US dollars. The ULCT’s contracts with main-line operators generally require payment to be made within a period varying from 15 to 30 business days after the date of the invoice, which is typically issued one day after the date of shipping. Property and equipment ULCT covers a total area of 40 hectares, with two container dedicated quays totalling 440 metres in length and a construction depth of up to 13.5 metres. ULCT owns 2 hectares at the site, leases 32 hectares under a long-term lease expiring in 2059 as well as 6 hectares of other land under short-term leases (subject to a 3 month termination notice with ULCT having a pre-emptive right to renew). ULCT has five internal railway tracks. The terminal is designed to have 1,700 reefer plugs, of which 420 have been commissioned and a further 420 require only relatively low additional expenditure to commission. ULCT relies substantially on the railway transportation of containers, with approximately 50% of its throughput in the first six month of 2013 transported by rail. LT Overview LT is an inland container terminal providing a comprehensive range of container freight station and dry port services at one location. LT was launched in 2010 at a time of storage capacity constraints at FCT. LT is located approximately 17 kilometres from FCT and was primarily intended to provide an off- dock facility for FCT customers and increase its service offering, including stuffing and un-stuffing longer-term storage, and the ability to temporarily store large volumes of goods. LT has good road and railway connections. LT’s service offering includes off dock storage of laden and empty containers, dry port services, cleaning for both dry and reefer equipment as well as stuffing and un-stuffing containerised cargoes. LT also offers arrangements for block-trains deliveries both to and from the terminal. The NCC Group has a 100% effective ownership interest in LT. Annual capacity and throughput LT’s gross container throughput in 2011, 2012 and the first six months of 2013 was 99 thousand TEUs, 113 thousand TEUs and 50 thousand TEUs, respectively. LT’s annual container handling capacity in 2011, 2012 and in the first six months of 2013 was 200 thousand TEUs. Customers In addition to servicing FCT, LT independently serves both agents of shipping lines and forwarding companies. LT’s key customers include Rhinotrans, Yusen Logistics, Translogistics, IBS, Sea Express, Bertschi and Silmar. Property and equipment LT owns 92 hectares of land, of which approximately two-thirds is currently utilised. The terminal comprises container yards with an annual container handling capacity of 200 thousand TEUs, 50 reefer container plugs, one heated warehouse of approximately 10,000 square metres, and one unheated warehouse of approximately 6,000 square metres. LT has a customs office which enables import laden containers to be transported between FCT and LT prior to customs clearance.

Page 96 The Business of the NCC Group

EMPLOYEES The table below sets out the total number of employees of the NCC Group, as at 31 December 2010, 2011 and 2012 and 30 June 2013. Number of employees As at 30 As at 31 December June 2010 2011 2012 2013 FCT ...... 914 938 942 951 ULCT ...... 37 127 148 179 LT...... 90 118 133 131 Other ...... 176 181 214 215 Total ...... 1,217 1,364 1,437 1,476

The majority of NCC Group’s employees are engaged under standardised employment agreements. There are two trade unions operating at FCT. FCT also entered into a collective bargaining agreement with its employees, due to expire on 31 July 2014. The NCC Group is not party to any collective employment disputes and there have been no strikes or other cases of industrial action at NCC Group’s facilities during the last five years that have caused material disruption of NCC Group’s business.

INFORMATION TECHNOLOGY NCC Group’s terminals use the sophisticated “Conterra” IT system. Currently, the system spans each of FCT, ULCT and LT. The IT system was developed by FCT’s IT department over the period between 1998 and 2003. In 2003, FCT’s IT department was spun off into Rolis LLC, a subsidiary of NCC Group Limited whose primary purpose is to develop and service NCC Group’s IT system. On 4 April 2013, Logistika-Terminal CJSC acquired a 100% equity interest in Rolis LLC. The primary purpose of NCC Group’s IT system is the monitoring and management of the terminal operations, including the cargo flows and terminal capacity, thus enabling the NCC Group to manage its terminals in a more effective way. The IT system comprises different modules, and each module is responsible for a particular area of the terminal management. The system is centralised, which enables the NCC Group to manage and monitor its operations real-time. The sophisticated IT system provides the NCC Group with a number of competitive advantages. In particular, the use of an integrated IT system reduces NCC Group’s labour costs and paperwork, optimises its repair and maintenance expenses and supplies the management with the information necessary for strategic planning. It also enables the NCC Group to expedite the customs clearance and the settlement process with its customers. Finally, the IT system has enabled the NCC Group to centralise its accounting, planning, budget and staff management functions.

INSURANCE The insurance industry in the Russian Federation is in the process of development, and many forms of insurance coverage common in developed markets are not yet generally available or not available on commercially acceptable terms. NCC Group’s general policy is to procure the mandatory insurance amounts and policies required by applicable law as well as certain other non-mandatory types of insurance. See “Risk Factors—Risks Relating to the Enlarged Group’s Business and Industry—The Enlarged Group’s insurance policies may be insufficient to cover certain losses”. NCC Group’s marine terminals are insured against cargo risks and third party liability. This insurance, made on Columbus Transport Insurance Conditions, is covered by Lockton Companies LLC and 100% insured by Lloyds Syndicate and renewed annually. In addition, LT and ULCT have similar arrangements with Aktiv LLC, a local insurance company. Industrial companies in Russia must maintain mandatory liability insurance for damages caused as a result of exploitation of dangerous industrial objects, hydrotechnical infrastructure, and certain other similar types of insurance. The NCC Group currently has all insurance policies it is required to have by applicable law. The NCC Group maintains insurance policies with different Russian insurance companies, including Voenno‑Strakhovaya Kompaniya (VSK), MSK, RESO-Guarantiya, Aktiv, Transneft, Zurich, Ugoria, ErgoRus and Renessans. The NCC Group renews its insurance policies annually in the ordinary course of business.

Page 97 The Business of the NCC Group

SAFETY AND ENVIRONMENT Safety Protection of the environment and the safety and health of NCC Group’s employees, customers and suppliers is an integral part of NCC Group’s activities. The NCC Group is committed to continuous improvement in processes to manage safety, health and environmental performance. The NCC Group follows the statutory safety standards for checks, controls and follow-up procedures on accident reporting, recommendations and action plans. Employee safety and fire prevention are key objectives of the NCC Group. The NCC Group monitors its activities to ensure strict compliance with applicable safety requirements and proper qualification and certification of all personnel involved in handling dangerous and hazardous cargo. Fire control instructions are distributed to all employees, who also undergo ongoing fire control training. The management of each terminal has put in place emergency action plans, and fire control departments check equipment at each terminal on a continual basis. While there have been some relatively minor industrial accidents at NCC Group’s facilities in 2010, 2011, 2012 and in the first six months of 2013, including eight reported injuries, the NCC Group endeavours to maintain high standards of health and safety. The NCC Group’s accident reporting system differs from that of the GPI Group in several respects. Environment The NCC Group aims to reduce pollution and maximise efficiency of energy consumption. Its key environmental initiatives include building sewage water treatment plants, frequent chemical analysis of wastewater, implementing emergency action plans at each terminal, energy consumption control and energy saving initiatives, including replacing older equipment with new more environmentally friendly and energy efficient equipment. The NCC Group is subject to a variety of environmental laws and regulations in Russia. The Enlarged Group believes that the NCC Group is in material compliance with all environmental laws and regulations to which it is subject. The Enlarged Group believes that the NCC Group holds all material environmental licences and permits necessary to run its business.

LICENCES The Enlarged Group believes that the NCC Group has all necessary licences and permits required for its activities relating to sea port operations, including licences concerning safety, security and handling hazardous materials, permits for ambient air pollution, the special use of water for sewage and the gathering, utilisation, disposal, transportation and distribution of waste, and licences for certain other corresponding services performed by NCC Group’s terminals.

INTELLECTUAL PROPERTY The NCC Group registered the “First Container Terminal” logo as a trademark in Russia in respect of Classes 37 and 39 of International Classification of Goods and Services with the Federal Service for Intellectual Property, Patents and Trademarks of the Russian Federation on 18 November 2002 with a trademark priority commencing on 12 November 1999. The registration is valid until 12 November 2019. Other logos identifying operational subsidiaries have not been registered. The NCC Group maintains the registration of several internet domain names, including FCT’s internet domain names at baltcontainer.ru and fct.ru. In addition, the NCC Group holds a proprietary right to its IT system. This right has been registered by the Russian authorities on 26 June 2006.

LITIGATION AND OTHER PROCEEDINGS In the ordinary course of business, the NCC Group has been, and continues to be, the subject of legal and arbitration proceedings and adjudications from time to time, which may result in damage awards, settlements or administrative sanctions including fines. There are no, and in the previous 12 months, have not been, any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the NCC Group is aware), which individually or in the aggregate may have, or have had in the recent past, a significant effect on the NCC Group, its financial position or profitability.

Page 98 SELECTED CONSOLIDATED FINANCIAL AND OPERATING INFORMATION PART A: THE GPI GROUP The selected financial information set forth below as at 30 June 2013 and for the six months ended 30 June 2012 and 2013, and as at and for the years ended 31 December 2010, 2011 and 2012, has been extracted from the GPI Unaudited Interim Financial Information and the GPI Audited Annual Financial Statements, respectively, described in “Historical Financial Information” and as incorporated by reference in this Prospectus. See “Documents Incorporated by Reference”. The other information set forth below shows unaudited financial information (non-IFRS) and operating information as at and for the six months ended 30 June 2013 and 2012, and as at and for the years ended 31 December 2012, 2011 and 2010. This information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group”, and the GPI Financial Information incorporated by reference in this Prospectus for the GPI Group. For a description of the GPI Financial Information, see “Important Information—Presentation of Financial and Other Information”.

SELECTED CONSOLIDATED INCOME STATEMENT DATA Six months ended Year ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Revenue ...... 382,437 501,341 501,829 255,688 249,135 Cost of sales...... (198,509) (237,628) (299,807) (122,349) (123,234) Gross profit ...... 183,928 263,713 202,022 133,339 125,901 Administrative, selling and marketing expenses...... (30,618) (39,793) (43,377) (20,808) (23,081) Other gains/(losses)—net ...... 3,641 2,065 (1,387) (1,289) 3,114 Operating profit ...... 156,951 225,985 157,258 111,242 105,934 Finance income ...... 98 (96) (641) 2,985 2,798 Finance costs ...... (14,893) (29,983) (3,019) (13,046) (32,219) Finance income/(costs)—net...... (14,795) (30,079) (3,660) (10,061) (29,421) Profit before income tax...... 142,156 195,906 153,598 101,181 76,513 Income tax expense...... (23,160) (48,973) (30,124) (28,693) (22,798) Profit for the period...... 118,996 146,933 123,474 72,488 53,715 Attributable to: Owners of the Company...... 109,390 134,123 107,822 64,439 53,742 Non-controlling interest...... 9,606 12,810 15,652 8,049 (27) 118,996 146,933 123,474 72,488 53,715

Page 99 Selected Consolidated Financial and Operating Information

SELECTED CONSOLIDATED BALANCE SHEET DATA As at 31 December As at 2010 2011 2012 30 June 2013 (USD in thousands) Assets Non-current assets ...... 1,073,931 1,115,135 1,141,618 1,091,520 Property, plant and equipment ...... 886,691 889,961 928,043 887,057 Intangible assets ...... 171,791 177,281 170,325 160,213 Prepayments for property, plant and equipment ...... 9,693 39,530 30,574 27,109 Trade and other receivables...... 5,756 8,363 12,676 17,141 Current assets...... 124,094 222,839 167,297 158,639 Inventories ...... 6,272 6,290 5,985 6,201 Trade and other receivables...... 50,876 75,272 57,412 58,503 Income tax receivables ...... 218 325 402 2,339 Bank deposits with maturity over 90 days ...... 19,373 3,884 13,854 — Cash and cash equivalents...... 47,355 137,068 89,644 91,596 Total assets ...... 1,198,025 1,337,974 1,308,915 1,250,159 Equity and liabilities Equity attributable to the owners of the Company ...... 816,465 954,104 816,774 705,053 Share capital ...... 45,000 47,000 47,000 47,000 Share premium ...... 359,920 454,513 454,513 454,513 Capital contribution ...... 101,300 101,300 101,300 101,300 Translation reserve...... (123,370) (163,247) (118,123) (166,086) Transactions with non-controlling interest...... — — (210,376) (210,376) Retained earnings...... 433,615 514,538 542,460 478,702 Non-controlling interest ...... 20,884 21,117 2,512 2,307 Total equity ...... 837,349 975,221 819,286 707,360 Non-current liabilities ...... 272,685 267,486 356,686 384,244 Borrowings ...... 170,568 154,555 263,295 303,009 Deferred tax liabilities ...... 100,829 110,819 91,392 79,331 Trade and other payables...... 1,288 2,112 1,999 1,904 Current liabilities...... 87,991 95,267 132,943 158,555 Borrowings ...... 36,091 52,383 69,814 99,390 Trade and other payables...... 49,318 41,117 47,567 52,145 Current income tax liabilities ...... 1,322 1,767 15,562 7,020 Provisions for other liabilities and charges ...... 1,260 — — — Total liabilities ...... 360,676 362,753 489,629 542,799 Total equity and liabilities ...... 1,198,025 1,337,974 1,308,915 1,250,159

Page 100 Selected Consolidated Financial and Operating Information

ADDITIONAL FINANCIAL DATA (NON-IFRS)* Six months ended Year ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands, except for percentages) Gross profit margin(1) (4) ...... 48.1% 52.6% 40.3% 52.1% 50.5% Adjusted EBITDA(2) (4)...... 206,570 282,183 287,906 144,571 137,709 Adjusted EBITDA margin(1) (4)...... 54.0% 56.3% 57.4% 56.5% 55.3% ROCE(3)(4)(5)...... 16% 22% 21% —(5) —(5) Cost of sales adjusted for impairment(4) (6)...... (198,509) (237,628) (241,782) (122,349) (123,234) Total operating cash costs(4) (7)...... (175,867) (219,158) (213,923) (111,117) (111,426) Operating profit adjusted for impairment(4) (8) ...... 156,951 225,985 215,283 111,242 105,934 Profit for the period adjusted for impairment(4) (9)...... 118,996 146,933 171,191 72,488 53,715 Cash cost of sales(4) (10)...... (146,117) (180,581) (171,747) (90,912) (89,001) ______

* The information presented in this table is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin and Adjusted EBITDA margin are calculated by dividing gross profit or Adjusted EBITDA (as applicable) by revenue, expressed as a percentage. (2) Adjusted EBITDA is defined as profit for the period before income tax expense, finance costs, finance income, depreciation of property, plant and equipment, amortisation of intangible assets, other gains/(losses)—net, impairment charge of property, plant and equipment and impairment charge of goodwill. (3) ROCE is defined as operating profit divided by the sum of net debt and total equity, averaged for the beginning and end of the reporting period. Net debt is defined as a sum of current borrowings and non-current borrowings, less cash and cash equivalents and bank deposits with maturity over 90 days. (4) Gross profit margin, Adjusted EBITDA, Adjusted EBITDA margin, ROCE, costs of sales adjusted for impairment, total operating cash costs, operating profit adjusted for impairment, profit for the period adjusted for impairment and cash cost of sales (the Supplemental Non-IFRS Measures) are additional non-IFRS financial measures. The Supplemental Non-IFRS Financial Measures are presented as supplemental measures of the GPI Group’s operating performance, some of which the GPI Group believes are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in the Russian market and global ports sector. The Supplemental Non-IFRS Measures have limitations as analytical tools, and investors should not consider any of them in isolation, or any combination of them together, as a substitute for analysis of the GPI Group’s operating results as reported under IFRS. Some of these limitations are as follows: ● Adjusted EBITDA and Adjusted EBITDA margin do not reflect the impact of financing costs, which can be significant and could further increase if the GPI Group incurs more borrowings, on the GPI Group’s operating performance; ● Adjusted EBITDA and Adjusted EBITDA margin do not reflect the impact of income taxes on the GPI Group’s operating performance; ● Adjusted EBITDA, Adjusted EBITDA margin, total operating cash costs and cash cost of sales do not reflect the impact of depreciation and amortisation on the GPI Group’s performance. The assets of the GPI Group which are being depreciated, depleted and/or amortised will need to be replaced in the future and such depreciation and amortisation expense may approximate the cost of replacing these assets in the future. By excluding this expense from Adjusted EBITDA and Adjusted EBITDA margin, such measures do not reflect the GPI Group’s future cash requirements for these replacements; ● Adjusted EBITDA and Adjusted EBITDA margin exclude items that the GPI Group considers to be one- offs or unusual, but such items may in fact recur; ● Adjusted EBITDA and Adjusted EBITDA margin do not include other gains/(losses) as these line items do not have a direct link to GPI Group’s operating activity; and ● Adjusted EBITDA, Adjusted EBITDA margin, cost of sales adjusted for impairment, total operating cash costs, operating profit adjusted for impairment, profit for the period adjusted for impairment and cash cost of sales do not reflect the impact of impairment of property, plant and equipment and impairment of goodwill. Other companies in the port containers industry may calculate the Supplemental Non-IFRS Measures differently or may use each of them for different purposes than the GPI Group, limiting their usefulness as comparative measures. The GPI Group relies primarily on its IFRS operating results and uses the Supplemental Non-IFRS Measures only supplementally. See the GPI Financial Information included elsewhere in this Prospectus. The Supplemental Non- IFRS Measures are not defined by, or presented in accordance with, IFRS. The Supplemental Non-IFRS Measures are not measurements of the GPI Group’s operating performance under IFRS and should not be considered as alternatives to revenues, profit, operating profit, net cash provided by operating activities or any other measures of performance under IFRS or as alternatives to cash flow from operating activities or as measures of the GPI Group’s liquidity. In particular, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as measures of discretionary cash available to the GPI Group to invest in the growth of its business.

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(5) The Company does not calculate ROCE on a semi-annual basis. (6) Cost of sales adjusted for impairment is defined as cost of sales less impairment charge of property, plant and equipment and impairment charge of goodwill. (7) Total operating cash costs is defined as the GPI Groups’ cost of sales, administrative, selling and marketing expenses, less depreciation of property, plant and equipment, less amortisation of intangible assets, less impairment charge of property, plant and equipment and impairment charge of goodwill. (8) Operating profit adjusted for impairment is defined as revenue less cost of sales adjusted for impairment, less administrative, selling and marketing expenses, less other gains/(losses)–net. (9) Profit for the period adjusted for impairment is defined as profit for the period less impairment charge of property, plant, and equipment, less impairment charge of goodwill and plus deferred tax credit related to the impairment. (10) Cash cost of sales is defined as cost of sales, adjusted for impairment less depreciation, amortisation of intangible assets.

RECONCILIATION OF ADDITIONAL FINANCIAL DATA (NON-IFRS) TO THE GPI FINANCIAL INFORMATION Reconciliation of Adjusted EBITDA to profit for the period GPI Group Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Profit for the period...... 118,996 146,933 123,474 72,488 53,715 Adjusted for Income tax expense...... 23,160 48,973 30,124 28,693 22,798 Finance costs—net...... 14,795 30,079 3,660 10,061 29,421 Amortisation of intangible assets...... 7,626 8,172 7,343 3,738 3,668 Depreciation of property, plant and equipment...... 45,634 50,091 63,893 28,302 31,221 Impairment charge of property, plant and equipment and goodwill...... — — 58,025 — — Other (losses)/gains—net ...... (3,641) (2,065) 1,387 1,289 (3,114) Adjusted EBITDA*...... 206,570 282,183 287,906 144,571 137,709 ______