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 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 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 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)

* 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 are additional non- IFRS financial measures presented as supplemental measures of the GPI Group’s operating performance, which the GPI Group believes

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 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 , 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 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.

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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).

Page 57 Risk Factors

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 . 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 .

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 . 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 un- stuffing, 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.

Page 101 Selected Consolidated Financial and Operating Information

(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 ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Russian Ports segment Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Profit for the period...... 70,718 120,755 68,332 54,251 43,189 Adjusted for Income tax expense...... 22,199 26,151 28,675 23,826 19,636 Finance costs—net...... 7,324 26,169 6,377 10,262 32,521 Amortisation of intangible assets...... 6,735 7,220 6,266 3,213 3,103 Depreciation of property, plant and equipment...... 37,312 40,722 54,914 23,466 25,665 Impairment charge of property, plant and equipment and goodwill...... — — 75,206 — — Other (losses)/gains—net ...... (1,012) (2,209) 2,262 1,693 (2,268) Adjusted EBITDA*...... 143,276 218,808 242,032 116,711 121,846 ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Page 102 Selected Consolidated Financial and Operating Information

Oil Products Terminal segment Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Profit for the period...... 107,755 76,585 93,214 43,950 28,588 Adjusted for Income tax expense (benefit) ...... — 42,805 (1,866) 11,344 7,410 Finance costs—net...... 7,425 4,287 1,467 1,157 1,614 Amortisation of intangible assets...... 2,265 2,399 2,261 1,141 1,229 Depreciation of property, plant and equipment...... 16,902 18,955 19,148 10,028 11,624 Other (losses)/gains—net ...... (562) 140 (430) (239) (155) Adjusted EBITDA*...... 133,785 145,171 113,794 67,381 50,310 ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Finnish Ports segment Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Profit/(loss) for the period ...... 1,540 1,601 (1,114) (773) (920) Adjusted for Income tax expense...... 940 632 217 (48) 123 Finance costs—net...... 1,053 1,389 1,190 882 1,576 Amortisation of intangible assets...... 17 18 60 8 — Depreciation of property, plant and equipment...... 2,697 3,124 2,664 1,438 1,244 Other (losses)—net ...... (3,166) (462) (235) (336) (271) Adjusted EBITDA*...... 3,081 6,302 2,782 1,171 1,752 ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information

Reconciliation of cost of sales adjusted for impairment to cost of sales Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Cost of sales...... (198,509) (237,628) (299,807) (122,349) (123,234) Adjusted for Impairment of goodwill and property, plant and equipment ... — — 58,025 — — Cost of sales adjusted for impairment* ...... (198,509) (237,628) (241,782) (122,349) (123,234) ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Page 103 Selected Consolidated Financial and Operating Information

Reconciliation of total operating cash costs to cost of sales and administrative, selling and marketing expenses Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Cost of sales...... (198,509) (237,628) (299,807) (122,349) (123,234) Administrative, selling and marketing expenses...... (30,618) (39,793) (43,377) (20,808) (23,081) Total ...... (229,127) (277,421) (343,184) (143,157) (146,315) Adjusted for Impairment of goodwill and property, plant and equipment ...... — — 58,025 — — Depreciation of property, plant and equipment...... 45,634 50,091 63,893 28,302 31,221 Amortisation of intangible assets...... 7,626 8,172 7,343 3,738 3,668 Total operating cash costs*...... (175,867) (219,158) (213,923) (111,117) (111,426) ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Reconciliation of operating profit adjusted for impairment to revenue Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Revenue...... 382,437 501,341 501,829 255,688 249,135 Adjusted for Cost of sales adjusted for impairment ...... (198,509) (237,628) (241,782) (122,349) (123,234) 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 adjusted for impairment* ...... 156,951 225,985 215,283 111,242 105,934 ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Reconciliation of profit for the period adjusted for impairment to profit for the period 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 Impairment of goodwill and property, plant and equipment ...... — — 58,025 — — Deferred tax credit relating to impairment ...... — — (10,308) — — Operating profit adjusted for impairment* ...... 118,996 146,933 171,191 72,488 53,715 ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

Page 104 Selected Consolidated Financial and Operating Information

Reconciliation of cash cost of sales to cost of sales Six months ended Years ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Cost of sales...... (198,509) (237,628) (299,807) (122,349) (123,234) Adjusted for Impairment of goodwill and property, plant and equipment ...... - - 58,025 - - Depreciation of property, plant and equipment...... 44,809 48,972 62,855 27,788 30,651 Amortisation of intangible assets...... 7,583 8,075 7,180 3,649 3,582 Cash cost of sales*...... (146,117) (180,581) (171,747) (90,912) (89,001) ______

* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

SELECTED OPERATING INFORMATION The GPI Group’s container terminals primarily handle containerised cargo. In addition, the GPI Group’s terminals in Russia handle other types of cargo including ro-ro, cars and other bulk cargo. 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. For more information about the GPI Group’s historic and current effective ownership interest in each terminal, see “Important Information—Presentation of Financial and Other Information”. Gross throughput(1) Six months ended Years ended 31 December 30 June Terminal 2010 2011 2012 2012 2013 (in thousands) Russian Ports Containerised cargo (TEUs) 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) ...... 15 22 24 12 10 Cars (units) ...... 45 70 105 54 51 Other bulk cargo(7) (tonnes)...... 1,080 878 1,217 570 478 Finnish Ports(4) Containerised cargo (TEUs)...... 159 163 178 86 105 Non-containerised cargo Ro-ro (units) ...... 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 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 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. See “Presentation of Financial and Other Information—Gross container throughput and annual container handling capacity”. (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.

Page 105 Selected Consolidated Financial and Operating Information

PART B: THE NCC 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 NCC Unaudited Interim Financial Information and the NCC 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 NCC Group”, and the NCC Financial Information incorporated by reference in this Prospectus for the NCC Group. For a description of the NCC Financial Information, see “Important Information—Presentation of Financial and Other Information”.

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...... (7,678) (7,913) (14,904) (15,147) (14,436) 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

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

Page 106 Selected Consolidated Financial and Operating Information

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 margin (1)(3)...... 69.7% 72.7% 64.7% 60.0% 64.3%

______* The information presented in this table is unaudited and is derived, not extracted from, the NCC Financial Information.

Page 107 Selected Consolidated Financial and Operating 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, 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 (the Supplemental non-IFRS Measures) are presented as supplemental measures of NCC Group’s 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. All of 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 NCC 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 NCC Group incurs more borrowings, on NCC Group’s operating performance; · Adjusted EBITDA and Adjusted EBITDA margin do not reflect the impact of income taxes on NCC Group’s operating performance; · Adjusted EBITDA and Adjusted EBITDA margin do not reflect the impact of depreciation and amortisation on NCC Group’s performance. The assets of 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 NCC Group’s future cash requirements for these replacements; · Adjusted EBITDA and Adjusted EBITDA margin exclude items that the NCC Group considers to be one-offs or unusual, but such items may in fact recur; and · Adjusted EBITDA and Adjusted EBITDA margin do not include other gains/(losses) as these line items do not have a direct link to NCC Group’s operating activity.

Other companies in the port containers industry may calculate Adjusted EBITDA and Adjusted EBITDA margin differently or may use each of them for different purposes than the NCC Group, limiting their usefulness as comparative measures. The NCC Group relies primarily on its IFRS operating results and uses the Supplemental non-IFRS Measures only supplementally. See the NCC 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 NCC 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 NCC Group’s liquidity. In particular, Adjusted EBITDA and Adjusted EBITDA margin should not be considered as measures of discretionary cash available to the NCC Group to invest in the growth of its business.

RECONCILIATION OF ADJUSTED EBITDA TO PROFIT FOR THE PERIOD The following table sets out the adjustments made to NCC Group’s profit for the period to calculate NCC Group’s Adjusted EBITDA for the years ended 31 December 2010, 2011 and 2012 and for the six months ended 30 June 2012 and 2013.

Year ended 31 December Six months ended 30 June 2010 2011 2012 2012 2013 (USD in thousands) Profit for the period...... 141,318 184,443 79,673 30,578 4,114 Adjusted for ...... Income tax expense...... 22,776 30,735 27,680 10,436 9,848 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 Depreciation and amortisation expenses ...... 18,045 20,141 33,400 14,646 17,703 Adjustments included for items under other income/(expenses) – net Prior year value added tax for refund - (17,362) (1) - - - Other gains/(losses) – net(2) ...... 413 355 (930) (453) 159 Adjusted EBITDA*...... 181,357 230,765 163,954 71,755 84,749

______

* This data is unaudited and is derived, not extracted from, the NCC Financial Information. (1) Included within other income/(expenses), net is a one-off VAT tax refund for previous periods as described in Note 8 of the NCC Audited Annual Financial Statements.

Page 108 Selected Consolidated Financial and Operating Information

(2) 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-cash 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) – net in the table above.

SELECTED OPERATING INFORMATION NCC Group’s revenue is affected by the throughput volumes at each of its terminals. These volumes are in turn, to a large extent, affected by the total volume of containerised cargo in Russia. Container handling generates the most significant part of the revenues of the NCC Group. 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) FCT ...... 1,160 1,174 1,058 525 540 ULCT...... - - 11 2 21 Total gross marine container throughput...... 1,160 1,174 1,069 527 561 LT...... 19 99 113 50 50 Total gross container throughput...... 1,179 1,273 1,182 577 611

Page 109 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE GPI GROUP The following is a discussion of the GPI Group’s results of operations and financial condition as of 30 June 2013 and for the six months ended 30 June 2012 and 30 June 2013 and as of and for the years ended 31 December 2010, 31 December 2011 and 31 December 2012. Unless otherwise specified or the context otherwise requires, the financial information set forth and discussed herein is based on the GPI Audited Annual Financial Statements and the GPI Unaudited Interim Financial Information. Prospective investors should read this discussion in conjunction with the section entitled “—Important Information” of this document, “Historical Financial Information” of this document, “Capitalisation and Indebtedness Statement” of this document and the GPI Audited Annual Financial Statements and the GPI Unaudited Interim Financial Information and the related notes thereto, which are incorporated by reference into this document.

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 Group also handles a number of other types of cargo, including cars, roll-on roll-off cargo and bulk cargoes.

KEY FACTORS AFFECTING THE GPI GROUP’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS The GPI Group’s financial results have been affected, and may be affected in the future, by a variety of factors, including those set out below. Throughput volumes The GPI Group’s revenue is affected by the throughput volumes at each of its terminals. These volumes are in turn, to a large extent, affected by the total volume of containerised cargo (for the Russian Ports segment and Finnish Ports segment) in the relevant markets and the total volume of Russian oil products exports, and in particular fuel oil exports (for the Oil Products Terminal segment). Container handling generates the most significant part of the revenues in the Russian Ports segment, the GPI Group’s largest segment by revenue and in 2010, 2011, 2012 and the first six months of 2012 and 2013 represented 75.0%, 74.7%, 75.0%, 74.6% and 75.3%, respectively, of that segment’s revenue. The total throughput of container terminals in Russia in 2010, 2011, 2012 and the first six months of 2012 and 2013 was approximately 3.5 million TEUs, 4.5 million TEUs, 4.9 million TEUs, 2.4 million TEUs and 2.6 million TEUs, respectively, according to ASOP. The increases in 2011 and 2012 in the total Russian container market throughput reflects strong GDP growth and growth in consumer spending. The 7% increase in Russian container market throughput in the first six months of 2013 as compared with the first six months of 2012 is driven by the same factors. The Russian Ports segment’s gross container throughput in 2010, 2011, 2012 and the first six months of 2012 and 2013 was approximately 936 thousand TEUs, 1,344 thousand TEUs, 1,450 thousand TEUs, 709 thousand TEUs and 707 thousand TEUs, respectively. Reduction in container throughput in the first six months of 2013 as compared with the first six months of 2012 was due to a reduction in market share in the Big Port of

Page 110 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Saint-Petersburg of some of PLP’s key customers as well as by a narrowing of the tariff differential between terminals. Services associated with exports of the FSU oil products, and in particular Russian fuel oil exports, represent the majority of the revenues of the Oil Products Terminal segment. The Oil Products Terminal segment’s gross throughput in 2010, 2011, 2012 and the first six months of 2013 was 18.2 million tonnes, 15.9 million tonnes, 10.4 million tonnes and 5.6 million tonnes, respectively. In 2011, a new fuel oil terminal with significant capacity was opened at Ust-Luga, resulting in a fundamental shift in the competitive situation in the oil products market and a decrease in handling volumes at VEOS. Pricing The GPI Group’s revenue is dependent upon the prices it charges for its services. The maximum prices the GPI Group charges for cargo handling and storage services at PLP were regulated by the applicable Russian regulatory authority for the period until mid-2010, while maximum prices for those services at VSC were regulated for each period under review. 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. FTS monitors the GPI Group’s compliance with the tariff regulation on a quarterly basis. See “Regulation—Tariff regulation” and “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”. 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. The prices the GPI Group can charge for unregulated services are driven by market demand. Contract prices are typically set towards the end of the calendar year for the following year. Headline prices for container operations of GPI Group were increased both in 2011 and 2012. In 2012, the effect of increased headline prices on average revenue per TEU was largely offset by decrease in revenue from storage driven by an industry-wide decline in the storage time of containers in ports. See also “—Cargo and service mix”. Changes in the GPI Group’s customer base The GPI Group’s revenue is affected by changes in its customer base. To address the market trend of container volumes becoming more concentrated with main-line operators, the GPI Group, since 2010, has increased the proportion of gross container throughput from main-line operators such as Maersk and CMA CGM by offering a range of tailored services to improve the attractiveness of its terminals to these operators, and decreased container volumes from feeder lines. As a result, in 2010, 2011 and 2012 approximately 46%, 65% and 67%, respectively, of PLP’s total container volumes were derived from main-line operators. Capacity To capitalise on growth in the throughput of the container terminals in Russia, which grew 9% (more than twice the rate of the global container market) in 2012, the GPI Group continues to invest in its operations to expand its container handling capacity. The GPI Group estimates that PLP has the potential to more than double its existing annual container handling capacity of 1,000 thousand TEUs and VSC could quadruple its current annual handling capacity of 550,000 TEUs. In 2013, the GPI Group plans to add 400,000 TEUs capacity at PLP, increasing capacity by 40% from current levels. The GPI Group has also recently constructed bulk coal handling facilities at VSC, which opened in 2011 and was a significant contributor to the uplift in bulk cargo throughput recorded in 2012. These facilities have an annual capacity of approximately 1,000 thousand tonnes. Cargo and service mix The mix of cargo handled at the GPI Group’s terminals and the extent to which its customers purchase additional services affects the GPI Group’s revenues and margins. For example, an increase of the share of laden export containers compared with empty containers, which generally yield lower rates, should have a positive effect on the GPI Group’s revenue and profitability, while a reduction in the

Page 111 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group average period containers are stored at the GPI Group’s terminals would have a negative effect on profitability. Further, reefer containers generate higher revenue per container. In addition, in response to the opening of the new fuel oil terminal at Ust-Luga, which caused a decline in VEOS’s volume throughput and a corresponding decrease in revenue in the Oil Products Terminal segment, the GPI Group has taken an effort to diversify its customer and cargo base and offer additional services to existing customers, including increased volumes of railway transportation by ERS. Seasonality The demand for certain of the GPI Group’s services and certain of its expenses related to its container terminals tend to be seasonal. Historically, unless impacted by other factors, the GPI Group’s container throughput has been lower during the first half of each year (and in particular, the first quarter of each year) and higher in the second half of the year. This has been due primarily to higher demand for consumer goods in the months prior to the winter holiday season. In the case of the Oil Products Terminal segment, the consumption of gas which is used for heating the storage tanks, is typically higher in the winter period. The GPI Group’s staff costs reflect the payment of bonuses in the second half of the year. Operating leverage Some of the GPI Group’s expenses fluctuate in line with increases or decreases in the GPI Group’s throughput volume, while others remain more fixed and tend to increase or decrease as the GPI Group’s cargo handling capacity is expanded or contracted. The expenses that fluctuate in line with changes in throughput volume include transportation expenses and fuel, electricity and gas. Conversely, the expenses that remain relatively constant in comparison include staff costs, depreciation of property, plant and equipment, repair and maintenance of property, plant and equipment, and amortisation of intangible assets. Accordingly, the GPI Group’s gross profit margin and Adjusted EBITDA margin increase as the GPI Group utilises available capacity and decrease when the GPI Group’s throughput volume decreases. Staff costs A large portion of the GPI Group’s expenses are related to its staff. In 2010, 2011 and 2012 and in the six months ended 30 June 2013 staff costs were 25.9%, 26.2%, 19.8% and 25.4% of the GPI Group’s cost of sales, respectively, and 46.7%, 44.8%, 46.3% and 55.8% of the GPI Group’s administrative, selling and marketing expenses, respectively. In 2010, during the economic and financial crisis, the GPI Group sought to reduce its staff costs by introducing a range of measures at each terminal such as a shorter working week, renegotiating wages, making some redundancies and outsourcing a number of activities. See “The GPI Group’s Business—Employees”. While some of these measures were temporary and were phased out in 2011 as throughput volumes increased, some have had a permanent impact on the GPI Group’s staff costs. Changes in joint venture interests In October 2012, the GPI Group increased its ownership interest in VSC from 75% to 100%, acquiring the 25% stake held by DP World. Accordingly, the GPI Group no longer accounts for the former minority interest held by DP World in VSC in the capital and reserves actions. Exchange rates The GPI Financial Information is presented in US dollars, which is the functional currency of the Company and certain other entities in the GPI Group. The functional currency of the GPI Group’s operating companies for the periods under review was (a) for the Russian Ports segment, the rouble, (b) for Oil Products Terminal segment, the Estonian kroon (until 31 December 2010) and the euro (from 1 January 2011), and (c) for the Finnish Ports segment, the euro. Effective 1 January 2011, the official currency of Estonia is the euro (to which the kroon was previously tied) and accordingly, the GPI Group’s operations in Estonia are no longer exposed to the kroon. The balance sheets of the GPI Group’s operating companies are translated into US dollars using the official exchange rate of the CBR in the case of the rouble, the Bank of Estonia in the case of the kroon, and the ECB in the case of the euro, in accordance with IAS 21, whereby assets and liabilities are translated into US dollars at the rate of exchange prevailing at the balance sheet date and income and expense items are translated into US dollars at the exchange rate prevailing at the time of the NCC Acquisition or at an average rate for the

Page 112 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group reporting period (being a reasonable approximation). All resulting exchange rate differences are recognised directly in the GPI Group’s shareholders’ equity as “Translation reserve”. Other than for those Group members for whom the US dollar is their functional currency, the monetary assets and liabilities denominated in US dollars are initially recorded by the GPI Group in roubles, euro or (until 31 December 2010) kroons at the exchange rate prevailing at the relevant date. Such monetary assets and liabilities are then retranslated at the exchange rate prevailing at each subsequent balance sheet date. The GPI Group recognises the resulting exchange rate difference between the date such assets or liabilities were originally recorded and such subsequent balance sheet date as foreign exchange losses or gains in the GPI Group’s consolidated income statement. In particular, foreign exchange gains and losses that relate to borrowings and other financial items are presented in the consolidated income statement under finance costs while those relating to cash and cash equivalents are presented under finance income. All other foreign exchange gains and losses are presented in the consolidated income statement within other gains/(losses)—net. The following table sets out the rates for this conversion for the periods under review. Six months ended Year ended 31 December 30 June 2010 2011 2012 2012 2013 (Foreign currency for USD1) Rouble(1) Period end rate...... 30.477 32.196 30.373 32.817 32.709 Average period rate...... 30.377 29.395 31.074 30.580 31.049

Kroon(2) Period end rate...... 11.711 N/A N/A N/A N/A Average period rate...... 11.809 N/A N/A N/A N/A

Euro(3) Period end rate...... 0.748 0.773 0.758 0.794 0.765 Average period rate...... 0.754 0.718 0.778 0.771 0.761

(1) Source: CBR. (2) Source: Bank of Estonia. (3) Source: ECB.

In the periods under review, a significant portion of the GPI Group’s borrowings were denominated in US dollars and to a lesser extent euros and roubles. The GPI Group expects that the majority of its borrowings will continue to be US dollar denominated. The GPI Group does not hedge its exposure to foreign currency fluctuations and does not currently expect to do so in the foreseeable future. Accordingly, any future appreciation of the US dollar against either the rouble or the euro could decrease the GPI Group’s US dollar results, both because of a translation effect as well as the recognition of foreign exchange losses on its US dollar denominated borrowings. Deferred taxes recognition in the Oil Products Terminal segment Prior to 1 January 2011, the Oil Products Terminal segment did not intend to pay dividends but has subsequently decided that it may do so. Dividends are taxable at a rate of 21% in Estonia. As a result of this change in dividend policy, the Oil Products Terminal segment recognised a non-recurring deferred tax provision of USD8,914 thousand attributable to the profits earned for the periods prior to 2011 and USD12,449 thousand relating to the undistributed profits of 2011. New accounting pronouncements After the GPI Group published its 2012 GPI 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

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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. Impairment In 2012, the GPI Group recognised an impairment charge of a USD58,025 thousand in relation to the Yanino Logistics Park, caused primarily by a change in growth estimates due to more moderate actual growth of the business than previously expected. The impairment charge resulted in the carrying amount of Yanino Logistics Park being written down to its recoverable amount. The impairment charge was allocated to property, plant and equipment and goodwill. For details of the adjustments associated with this impairment charge, see “—Results of operations for the GPI Group’s segments for 2010, 2011 and 2012—Results of operations for the Russian Ports segment”.

RECENT DEVELOPMENTS Trading update Since 30 June 2013, the GPI Group’s performance has largely continued to follow the trends observed in the first half of 2013. There has been no significant change in the GPI Group’s financial or trading position since 30 June 2013, except as set forth in the last paragraph of “Capitalisation and Indebtedness Statement” and in “—Recent developments—Trading update”. Operating information The table below sets out the total gross container throughput of the Group’s terminals for the periods indicated.

Gross container throughput(1) Month ended 30 31 30 31 July 31 August September October November 2013 2013 2013 2013 2013 (thousand TEUs) Russian Ports PLP(2)...... 53 53 55 54 62 VSC(3)...... 43 42 39 43 43 Moby Dik(4) ...... 15 18 18 19 19 Total Russian Ports(5)...... 112 112 112 117 124 Finnish Ports(4) Containerised cargo (TEUs)...... 21 21 19 20 19 Total GPI Group ...... 133 134 132 137 143

(1) Gross container 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 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 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 July, August, September and October 2013, was 6 thousand TEUs, 5 thousand TEUs, 5 thousand TEUs and 5 thousand TEUs, respectively. See “Presentation of Financial and Other Information—Gross container throughput and annual container handling capacity”.

Dividends In September and December 2013, the Company declared interim dividends of USD32.9 million and USD14 million, respectively, to its shareholders. These dividends are not reflected in the GPI Unaudited Interim Financial Information.

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New major equipment commissioned As a part of the investment program for the development of production capacity in September and October 2013, VSC commissioned two new ship-to-shore cranes BOXER 5000 Post Panamax class, produced by KOCKS Krane (Germany).

DESCRIPTION OF INCOME STATEMENT LINE ITEMS The following discussion provides a description of the composition of the principal line items on the GPI Group’s income statement for the periods presented. Revenue Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the GPI Group’s activities. Cost of sales Cost of sales consists of: staff costs; depreciation of property, plant and equipment; amortisation of intangible assets; impairment charge of property, plant and equipment; impairment charge for goodwill; transportation expenses; fuel, electricity and gas; repair and maintenance of property, plant and equipment; taxes other than on income; operating lease rentals; purchased services; insurance; and other expenses. Gross profit Gross profit is calculated by subtracting cost of sales from revenue. Administrative, selling and marketing expenses Administrative, selling and marketing expenses consist of: staff costs; depreciation of property, plant and equipment; amortisation of intangible assets; fuel, electricity and gas; repair and maintenance of property, plant and equipment; taxes other than on income; legal, consulting and other professional services; auditors’ remuneration; operating lease rentals; insurance; and other expenses. Other gains/(losses)—net Other gains/(losses)—net consists of: foreign exchange gains/(losses)—net relating to certain non- financial assets and liabilities; amortisation of guarantee issued to the parent company; non-recurring donation to a charity which is a related party; and other gains/(losses). Operating profit Operating profit is calculated by subtracting from gross profit both administrative, selling and marketing expenses and other gains/(losses)—net. Finance costs—net Finance costs—net consists of finance income less finance costs. Finance income includes interest income on bank balances, short-term bank deposits, loans to related parties, loans to third parties and bank deposits with the maturity over 90 days, other financial income, net foreign exchange gains/(losses) on cash and cash equivalents. Finance costs include interest expenses on bank borrowings, finance leases, loans from related parties and loans from third parties, other finance costs and net foreign exchange transaction gains/(losses) on borrowings and other financial items. Profit before income tax Profit before income tax is calculated by subtracting finance costs—net from operating profit. Income tax expense Income tax expense represents the sum of current and deferred income taxes, including withholding tax on dividends recognised by the Company and its subsidiaries individually. The companies within the GPI Group pay income tax at different rates. The GPI Group’s Russian subsidiaries (other than Petrolesport) are subject to a corporate income tax rate of 20%. Effective from 31 December 2009, the tax rate for Petrolesport was 15.5% for three years because of tax benefits

Page 115 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group granted by the authorities in St. Petersburg and 20% thereafter. Due to changes in the local tax legislation Petrolesport applied the normal tax rate of 20% from 1 January 2012. In September 2012 the authorities in St. Petersburg clarified their position based on new legislation that Petrolesport is eligible to utilise the tax benefit of 4.5% for the period from 1 January 2012 until 31 December 2013. VEOS pays no corporate income tax on its profits because the annual profit earned by enterprises is not taxed in Estonia. The Finnish Ports were subject to a corporate income tax rate of 26% in 2010 and 2011. Due to changes in the tax legislation the tax rate was lowered to 24.5% starting from 1 January 2012. This has no significant impact on the tax charge of the GPI Group. The Company and its Cypriot subsidiaries are subject to Cypriot corporations tax on taxable profits at the rate of 10%. Under certain conditions, interest is exempt from Cypriot corporate income tax and only subject to Cypriot defence contribution at the rate of 10% before 31 August 2011 and increased to 15% as from 31 August 2011. In certain cases, dividends received from abroad by Cypriot companies may be subject to Cypriot defence contribution at the rate of 15% before 31 August 2011, which was increased to 17% as from 31 August 2011 and again increased to 20% from 1 January 2012 to 31 December 2013. See also Note 10 to the GPI Audited Annual Financial Statements. Profit for the period Profit for the period is calculated by subtracting income tax expense from profit before income tax.

RESULTS OF OPERATIONS Results of operations for the GPI Group for the six months ended 30 June 2012 and 30 June 2013 Financial information discussed in the following section is unaudited. The following table sets out the principal components of the GPI Group’s consolidated income statement for the six months ended 30 June 2012 and 2013. Six months ended 30 June 2012 2013 (USD in thousands, except for percentages) Revenue ...... 255,688 249,135 Cost of sales...... (122,349) (123,234) Gross profit ...... 133,339 125,901 Administrative, selling and marketing expenses...... (20,808) (23,081) Other (losses)/gains–net ...... (1,289) 3,114 Operating profit ...... 111,242 105,934 Finance costs–net ...... (10,061) (29,421) Profit before income tax...... 101,181 76,513 Income tax expense...... (28,693) (22,798) Profit for the period...... 72,488 53,715 Attributable to: Owners of the Company...... 64,439 53,742 Non-controlling interest...... 8,049 (27) 72,488 53,715 Additional financial data* (non-IFRS)(1) Gross profit margin...... 52.1% 50.5% Adjusted EBITDA ...... 144,571 137,709 Adjusted EBITDA margin...... 56.5% 55.3% Cost of sales adjusted for impairment ...... (122,349) (123,234) Total operating cash costs ...... (111,117) (111,426) Operating profit adjusted for impairment...... 111,242 105,934 Profit for the period adjusted for impairment...... 72,488 53,715 Cash cost of sales ...... (90,912) (89,001) ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin, Adjusted EBITDA, Adjusted EBITDA margin, ROCE, 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 are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1), (2), (3), (6), (7), (8), (9) and (10) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the

Page 116 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

GPI Group—Reconciliation of additional financial data (non-IFRS) to profit for the period—Adjusted EBITDA—GPI Group”.

Revenue The following table sets out the GPI Group’s revenue by operating segment for the six months ended 30 June 2012 and 2013, representing the GPI Group’s operating segments adjusted for the effect of proportionate consolidation. Six months ended 30 June 2012 % 2013 % (USD in thousands, except for percentages) Russian Ports ...... 179,694 70.3% 183,825 73.8% Oil Products Terminal...... 66,702 26.1% 56,842 22.8% Finnish Ports...... 9,292 3.6% 8,468 3.4% Total revenue ...... 255,688 100.0% 249,135 100.0%

Revenue decreased by USD6,553 thousand, or 2.6%, from USD255,688 thousand in the six months ended 30 June 2012 to USD249,135 thousand in the six months ended 30 June 2013. This decrease was primarily due to a USD9,860 thousand or 14.8% decrease in the revenue of the Oil Products Terminal segment, partially offset by a USD4,131 thousand or 2.3% increase in the revenue of the Russian Ports segment. In the six months ended 30 June 2013 the Russian Ports segment contributed 73.8% of the GPI Group’s revenue. The contribution of the Oil Products Terminal segment revenue decreased from 26.1% in the six months ended 30 June 2012 to 22.8% in the six months ended 30 June 2013. The Finnish Ports segment’s contribution accounted for 3.4% of the GPI Group’s revenue in the six months ended 30 June 2013. Revenue is discussed in greater detail below in the discussion of the financial results for each of the GPI Group’s segments. Cost of sales Cost of sales increased by USD885 thousand, or 0.7%, from USD122,349 thousand in the six months ended 30 June 2012 to USD123,234 thousand in the six months ended 30 June 2013. This increase was primarily due to a 2.6% increase in cost of sales in the Russian Ports segment and a 0.4% increase in cost of sales in the Oil Products Terminal segment, partially offset by a 15.4% decrease in cost of sales in the Finnish Ports segment. Cost of sales is discussed in greater detail below in the discussion of the financial results for each of the GPI Group’s segments. Gross profit Gross profit decreased by USD7,438 thousand, or 5.6%, from USD133,339 thousand in the six months ended 30 June 2012 to USD125,901 thousand in the six months ended 30 June 2013 due to the factors discussed above. The gross profit margin decreased from 52.1% in the six months ended 30 June 2012 to 50.5% in the six months ended 30 June 2013. This decrease was due to the factors discussed above. Administrative, selling and marketing expenses Administrative, selling and marketing expenses increased by USD2,273 thousand, or 10.9%, from USD20,808 thousand in the six months ended 30 June 2012 to USD23,081 thousand in the six months ended 30 June 2013. Administrative, selling and marketing expenses are discussed in greater detail below in the discussions of the financial results for each of the GPI Group’s segments. Other (losses)/gains—net Other (losses)/gains—net changed from a loss of USD1,289 thousand in the six months ended 30 June 2012 to a gain of USD3,114 thousand in the six months ended 30 June 2013. This change was primarily due to a USD293 thousand currency exchange loss on non-financing activities in the six months ended 30 June 2012 compared to USD1,684 thousand currency exchange gains on non-

Page 117 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group financing activities in the six months ended 30 June 2013. Additionally, in the six months ended 30 June 2012, there was a non-recurring donation of USD965 thousand in the Russian Ports segment to a charity which is a related party, and, in the six months ended 30 June 2013 VSC received an insurance compensation of USD1,559 thousand. Operating profit Operating profit decreased by USD5,308 thousand, or 4.8%, from USD111,242 thousand in the six months ended 30 June 2012 to USD105,934 thousand in the six months ended 30 June 2013 due to the factors discussed above. Finance costs—net Finance costs—net increased by USD19,360 thousand, or 192.4%, from USD10,061 thousand in the six months ended 30 June 2012 to USD29,421 thousand in the six months ended 30 June 2013. This increase was primarily due to an increase in net foreign exchanges losses on borrowings and other financial items of USD14,559 thousand and was mainly due to depreciation of the Russian Rouble against the US dollar (the first half 2013 period end the exchange rate weakened by 1.6% compared to the end of 2012) and the Russian Rouble against the Euro (the first half 2013 period end exchange rate weakened by 2.8% compared to the end of 2012). Profit before income tax Profit before income tax decreased by USD24,668 thousand, or 24.4%, from USD101,181 thousand in the six months ended 30 June 2012 to USD76,513 thousand in the six months ended 30 June 2013 due to the factors discussed above. Income tax expense Income tax expense decreased by USD5,895 thousand or 20.5%, from USD28,693 thousand in the six months ended 30 June 2012 to USD22,798 thousand in the six months ended 30 June 2013. This decrease was primarily due to a 24.4% decrease in profit before income tax, as described above. The GPI Group’s effective tax rate, calculated as income tax expense divided by profit before income tax amounted to 28.4% in the six months ended 30 June 2012 and 29.8% in the six months ended 30 June 2013 primarily due to withholding tax on dividends. Profit for the period Profit for the period decreased by USD18,773 thousand, or 25.9%, from USD72,488 thousand in the six months ended 30 June 2012 to USD53,715 thousand in the six months ended 30 June 2013 due to the factors discussed above. Results of operations for the GPI Group’s segments for the six months ended 30 June 2012 and 2013 Financial information discussed in the following section is unaudited. The following table sets forth the GPI Group’s key operational information for the six months ended 30 June 2012 and 30 June 2013. Six months ended 30 June 2012 2013 Gross throughput Russian Ports segment Containerised cargo (thousand TEUs) PLP...... 409 371 VSC...... 191 224 Moby Dik...... 109 112 Total ...... 709 707

Non-containerised cargo Ro-ro (thousand units) ...... 12 10 Cars (thousand units) ...... 54 51 Other bulk cargo (thousand tonnes)...... 290 230

Yanino (inland container terminal) Containerised cargo – inland container depot (thousand TEUs) ...... 33 31

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Six months ended 30 June 2012 2013 Bulk cargo throughput (thousand tonnes) ...... 162 180

Finnish Ports segment Containerised cargo (thousand TEUs)...... 86 105

Gross Container Throughput (thousand TEUs) ...... 795 812

Oil Products Terminal segment Oil products Gross Throughput (million tonnes)...... 6.1 5.6

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Results of operations for the Russian Ports segment The Russian Ports segment consists of the GPI Group’s interests in PLP (100%), VSC (100%), Moby Dik (75%) and Yanino (75%) (in each of Moby Dik and Yanino Container Finance currently has a 25% effective ownership interest). The results of Moby Dik and Yanino are proportionally consolidated in the GPI Group’s financial information but are included in the figures and discussion below on a 100% basis. The following table sets out the principal components of an income statement for the Russian Ports segment for the six months ended 30 June 2012 and 2013. Six months ended 30 June 2012 2013 (USD in thousands, except for percentages) Revenue ...... 184,465 188,895 Cost of sales...... (82,029) (84,167) Gross profit ...... 102,436 104,728 Administrative, selling and marketing expenses...... (12,404) (11,650) Other (losses)/gains–net ...... (1,693) 2,268 Operating profit ...... 88,339 95,346 Finance costs–net ...... (10,262) (32,521) Profit before income tax...... 78,077 62,825 Income tax expense...... (23,826) (19,636) Profit after tax ...... 54,251 43,189

Additional financial data* (non-IFRS)(1) Gross profit margin...... 55.5% 55.4% Adjusted EBITDA ...... 116,711 121,846 Adjusted EBITDA margin...... 63.3% 64.5% ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non- IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional (non-IFRS) financial data to profit for the period—Adjusted EBITDA—GPI Group”. Revenue The Russian Ports segment’s revenue increased by USD4,430 thousand, or 2.4%, from USD184,465 thousand in the six months ended 30 June 2012 to USD188,895 thousand in the six months ended 30 June 2013. This increase was primarily due to a USD4,764 thousand or 3.5% increase in revenue, related to container handling, partially offset by a USD333 thousand or 0.7% decrease in other revenue. The following table sets forth the components of the Russian Ports segment’s revenue for the six months ended 30 June 2012 and 2013 on a 100% basis. Six months ended 30 June 2012 2013 (USD in thousands) Revenue ...... 184,465 188,895 Container handling...... 137,568 142,332 Other ...... 46,897 46,563

The Russian Ports segment’s revenue primarily comprises container handling, storage and ancillary services. The share of revenue related to container handling amounted to 74.6% of Russian Port segment’s revenue in the six months ended 30 June 2012 and 75.3% in the six months ended 30 June 2013.

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The gross container throughput in the Russian Ports segment (excluding Yanino) remained broadly flat and was 706,989 TEUs in the six months ended 30 June 2013 compared to 709,084 TEUs in the six months ended 30 June 2012. Container throughput at VSC increased by 17.1% (or 32,702 TEUs) and at Moby Dik by 2.7% (or 2,941 TEUs). However, this was offset by a 9.2% decrease (or 37,738 TEUs) in container throughput at PLP. The 17.1% increase in container throughput at VSC was underpinned by exposure to the relatively buoyant intra-Asian trades and improved rail services arranged by the GPI Group from VSC. The 2.7% increase in container throughput at Moby Dik was supported by the addition of a new shipping line customer. The container throughput at PLP was impacted by a reduction in market share in the Big Port of Saint- Petersburg of some of PLP’s key customers as well as by a narrowing of the tariff differential between terminals. The GPI Group’s revenue is also dependent upon the prices it charges for its services. The following table sets out the GPI Group’s revenue from cargo handling and storage services, the GPI Group’s total marine container throughput and the revenue per TEUs for the six months ended 30 June 2012 and 30 June 2013. Six months ended 30 June 2012 2013 Container handling...... USD thousands 137,568 142,332 Total marine container throughput...... TEUs 709,084 706,989 Revenue per TEU...... USD per TEU 194.0 201.3

Revenue per TEU in the six months ended 30 June 2013 increased by USD7.3 or 3.8% compared to the six months ended 30 June 2012, mainly driven by increases in tariffs as well by other factors. Other revenue of the Russian Ports segment, accounting for 24.7% of the segment’s revenue, decreased 0.7% period-on-period to USD46,563 thousand due to (1) a 4.9% decrease in car handling following a 6.0%1 decrease in new car imports into Russia in the six months ended 30 June 2013 compared to the six months ended 30 June 2012; (2) a 15.4% decrease in traditional ro-ro handling and (3) an 11.2% decrease in other bulk cargo handling primarily due to cessation of refrigerated bulk cargo at PLP as well as decrease in the other bulk cargo. Cost of sales, administrative, selling and marketing expenses The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Russian Ports segment for the six months ended 30 June 2012 and 2013. Six months ended 30 June 2012 2013 (USD in thousands) Depreciation of property, plant and equipment...... 23,466 25,665 Amortisation of intangible assets...... 3,213 3,103 Staff costs ...... 30,562 30,485 Transportation expenses ...... 7,845 8,093 Fuel, electricity and gas ...... 5,811 4,990 Repair and maintenance of property, plant and equipment...... 6,003 5,499 Total ...... 76,900 77,835 Other operating expenses ...... 17,533 17,982 Total cost of sales, administrative, selling and marketing expenses ...... 94,433 95,817

The Russian Ports segment’s cost of sales, administrative, selling and marketing expenses increased by USD1,384 thousand, or 1.5%, from USD94,433 thousand in the six months ended 30 June 2012 to USD95,817 thousand in the six months ended 30 June 2013. This increase was primarily due to USD2,199 thousand or 9.4% increase in depreciation of property, plant and equipment, offset in part by a 3.4% or USD110 thousand decrease in amortisation of intangible assets.

1 Source: PwC report dated 30 July 2013 http://www.pwc.ru/ru_RU/ru/automotive/assets/automotive-market-1h-2013-ru.pdf

Page 121 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Gross profit The Russian Ports segment’s gross profit increased by USD2,292 thousand, or 2.2%, from USD102,436 thousand in the six months ended 30 June 2012 to USD104,728 thousand in the six months ended 30 June 2013. This increase was due to the factors described above. The Russian Ports segment’s gross profit margin remained broadly flat at 55.5% in the six months ended 30 June 2012 and 55.4% in the six months ended 30 June 2013. Other (losses)/gains—net The Russian Ports segment’s other (losses)/gains —net changed from a loss of USD1,693 thousand in the six months ended 30 June 2012 to a gain of USD2,268 thousand in the six months ended 30 June 2013. This change was primarily due to a non-recurring donation of USD965 thousand made by PLP to a charity which is a related party in the six months ended 30 June 2012 and due to an insurance compensation of USD1,559 thousand received by VSC in the six months ended 30 June 2013. Operating profit The Russian Ports segment’s operating profit increased by USD7,007 thousand, or 7.9%, from USD88,339 thousand in the six months ended 30 June 2012 to USD95,346 thousand in the six months ended 30 June 2013 due to the factors described above. Results of operations for the Oil Products Terminal segment The Oil Products Terminal segment consists of the GPI Group’s ownership interests in Vopak E.O.S (in which Royal Vopak currently has a 50% effective ownership interest). The results of the Oil Products Terminal segment are proportionally consolidated in the GPI Group’s financial information but are included in the figures and discussion below on a 100% basis. The following table sets out the principal components of the income statement for the Oil Products Terminal segment for the six months ended 30 June 2012 and 30 June 2013. Six months ended 30 June 2012 2013 (USD in thousands, except for percentages) Revenue ...... 133,403 113,684 Cost of sales...... (69,672) (69,943) Gross profit ...... 63,731 43,741 Administrative, selling and marketing expenses...... (7,519) (6,284) Other gains–net ...... 239 155 Operating profit ...... 56,451 37,612 Finance costs–net ...... (1,157) (1,614) Profit before income tax...... 55,294 35,998 Income tax expense...... (11,344) (7,410) Profit after tax ...... 43,950 28,588

Additional financial data* (non-IFRS)(1) Gross profit margin...... 47.8% 38.5% Adjusted EBITDA ...... 67,381 50,310 Adjusted EBITDA margin...... 50.5% 44.3% ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non- IFRS) ”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS) to profit for the period—Adjusted EBITDA—GPI Group”.

Page 122 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Revenue The Oil Products Terminal segment’s revenue decreased by USD19,719 thousand, or 14.8%, from USD133,403 thousand in the six months ended 30 June 2012 to USD113,684 thousand in the six months ended 30 June 2013. This decrease was primarily due to a 7.8% decrease in throughput of the terminal combined with a 7.3% decrease in revenue per tonne of throughput, from USD21.9 per tonne in the six months ended 30 June 2012 to USD20.3 per tonne in the six months ended 30 June 2013, due to changes in the service and cargo mix. See “—Key Factors Affecting The GPI Group’s Financial Condition And Results Of Operations—Throughput volumes” and “Industry Overview—The Russian Oil Products Market—Competition”. Cost of sales, administrative, selling and marketing expenses The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Oil Products Terminal segment for the six months ended 30 June 2012 and 30 June 2013. Six months ended 30 June 2012 2013 (USD in thousands) Depreciation of property, plant and equipment...... 10,028 11,624 Amortisation of intangible assets...... 1,141 1,229 Staff costs ...... 12,653 12,649 Transportation expenses ...... 28,548 26,247 Fuel, electricity and gas ...... 16,882 17,552 Repair and maintenance of property, plant and equipment...... 2,137 2,109 Total ...... 71,389 71,410 Other operating expenses ...... 5,802 4,817 Total cost of sales, administrative, selling and marketing expenses ...... 77,191 76,227

The Oil Products Terminal segment’s cost of sales, administrative, selling and marketing expenses decreased by USD964 thousand, or 1.2%, from USD77,191 thousand in the six months ended 30 June 2012 to USD76,227 thousand in the six months ended 30 June 2013. This decrease was primarily due to a 8.1% decrease in transportation expenses resulting mainly from decreased throughput partially offset by a USD1,596 thousand or 15.9% increase in depreciation of property, plant and equipment following the completion of the construction of rail unloading facilities at the terminal in the third quarter of 2012. The latter was partially offset by a 4% increase in fuel, electricity and gas driven by increased consumption of fuel (due to increase in use of its own locomotives versus outsourcing of transportation services) and electricity expenses (due to the launch of new rail unloading facilities) as well as price inflation on these supplies. Gross profit The Oil Products Terminal segment’s gross profit decreased by USD19,990 thousand, or 31.4%, from USD63,731 thousand in the six months ended 30 June 2012 to USD43,741 thousand in the six months ended 30 June 2013. This decrease was due to the factors described above. The Oil Products Terminal segment’s gross profit margin decreased from 47.8% in the six months ended 30 June 2012 to 38.5% in the six months ended 30 June 2013. This decrease was primarily due to factors discussed above. Other gains—net The Oil Products Terminal segment’s other gains—net decreased by USD84 thousand, or 35.1%, from a gain of USD239 thousand in the six months ended 30 June 2012 to a gain of USD155 thousand in the six months ended 30 June 2013. Operating profit The Oil Products Terminal segment’s operating profit decreased by USD18,839 thousand, or 33.4%, from USD56,451 thousand in the six months ended 30 June 2012 to USD37,612 thousand in the six months ended 30 June 2013 due to the factors described above. Results of operations for the Finnish Ports segment The Finnish Ports segment consists of MLT Kotka, MLT Helsinki (in each of which Container Finance currently has a 25% effective ownership interest). The results of the Finnish Ports segment are

Page 123 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group proportionally consolidated in the GPI Group’s financial information but are included in the figures and discussion below on a 100% basis. The following table sets out the principal components of the income statement for the Finnish Ports segment for the six months ended 30 June 2012 and 2013. Six months ended 30 June 2012 2013 (USD in thousands, except for percentages) Revenue ...... 12,575 11,291 Cost of sales...... (12,144) (10,269) Gross profit ...... 431 1,022 Administrative, selling and marketing expenses...... (706) (514) Other gains–net ...... 336 271 Operating profit ...... 61 779 Finance costs–net ...... (882) (1,576) Loss before income tax...... (821) (797) Income tax expense...... 48 (123) Loss after tax...... (773) (920)

Additional financial data* (non-IFRS)(1) Gross profit margin...... 3.4% 9.1% Adjusted EBITDA ...... 1,171 1,752 Adjusted EBITDA margin...... 9.3% 15.5% ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non- IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS) to profit for the period—Adjusted EBITDA—GPI Group”. Revenue The Finnish Ports segment’s revenue decreased by USD1,284 thousand, or 10.2%, from USD12,575 thousand in the six months ended 30 June 2012 to USD11,291 thousand in the six months ended 30 June 2013.

Page 124 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Cost of sales, administrative, selling and marketing expenses The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Finnish Ports segment for the six months ended 30 June 2012 and 2013. Six months ended 30 June 2012 2013 (USD in thousands) Depreciation of property, plant and equipment...... 1,438 1,244 Amortisation of intangible assets...... 8 - Staff costs ...... 5,012 3,949 Transportation expenses ...... 1,264 1,349 Fuel, electricity and gas ...... 656 444 Repair and maintenance of property, plant and equipment...... 830 524 Total ...... 9,208 7,510 Other operating expenses ...... 3,642 3,273 Total cost of sales, administrative, selling and marketing expenses ...... 12,850 10,783

The Finnish Ports segment’s cost of sales, administrative, selling and marketing expenses decreased by USD2,067 thousand, or 16.1%, from USD12,850 thousand in the six months ended 30 June 2012 to USD10,783 thousand in the six months ended 30 June 2013. Gross profit The Finnish Ports segment’s gross profit increased by USD591 thousand, or 137.1%, from USD431 thousand in the six months ended 30 June 2012 to USD1,022 thousand in the six months ended 30 June 2013. This change was due to the factors described above. The Finnish Ports segment’s gross profit margin changed from 3.4% in the six months ended 30 June 2012 to 9.1% in the six months ended 30 June 2013. This change was due to the factors described above. Other gains—net The Finnish Ports segment’s other gains—net decreased by USD65 thousand, or 19.3%, from a gain of USD336 thousand in the six months ended 30 June 2012 to a gain of USD271 thousand in the six months ended 30 June 2013. Operating profit The Finnish Ports segment’s operating profit increased by USD718 thousand, or 13 times, from USD61 thousand in the six months ended 30 June 2012 to USD779 thousand in the six months ended 30 June 2013 due to the factors described above.

Page 125 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Results of operations for the GPI Group for 2010, 2011 and 2012 The following table sets out the principal components of the GPI Group’s consolidated income statement for 2010, 2011 and 2012. Years ended 31 December 2010 2011 2012 (USD in thousands, except for percentages) Revenue ...... 382,437 501,341 501,829 Cost of sales...... (198,509) (237,628) (299,807) Gross profit ...... 183,928 263,713 202,022 Administrative, selling and marketing expenses...... (30,618) (39,793) (43,377) Other gains/(losses)—net ...... 3,641 2,065 (1,387) Operating profit ...... 156,951 225,985 157,258 Finance income ...... 98 (96) (641) Finance costs ...... (14,893) (29,983) (3,019) Finance costs—net ...... (14,795) (30,079) (3,660) Profit before income tax ...... 142,156 195,906 153,598 Income tax expense...... (23,160) (48,973) (30,124) Profit for the period...... 118,996 146,933 123,474 Attributable to: Owners of the Company...... 109,390 134,123 107,822 Non-controlling interest...... 9,606 12,810 15,652 118,996 146,933 123,473

Additional financial data* (non-IFRS) (1) Gross profit margin...... 48.1% 52.6% 40.3% Adjusted EBITDA ...... 206,570 282,183 287,906 Adjusted EBITDA margin...... 54.0% 56.3% 57.4% ROCE...... 16% 22% 21% Cost of sales adjusted for impairment ...... (198,509) (237,628) (241,782) Total operating cash costs ...... (175,867) (219,158) (213,923) Operating profit adjusted for impairment...... 156,951 225,985 215,283 Profit for the period adjusted for impairment...... 118,996 146,933 171,191 Cash cost of sales ...... (146,117) (180,581) (171,747) ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

(1) Gross profit margin, Adjusted EBITDA, Adjusted EBITDA margin, ROCE, 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 are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1), (2), (3), (6), (7), (8), (9) and (10) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS) to profit for the period—Adjusted EBITDA—GPI Group”.

The following table summarises the impact on the GPI Group’s consolidated income statement in 2012 of an impairment charge of USD58,025 thousand in relation to the Yanino Logistics Park, caused primarily by a change in growth estimates due to more moderate actual growth of the business than previously expected. The information in this table is unaudited, and has been derived, not extracted from, the GPI Financial Information.

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Year ended 31 December 2012 Before After impairment Impairment impairment (USD in thousands) Revenue ...... 501,829 - 501,829 Cost of sales...... (241,782) (58,025) (299,807) Gross profit ...... 260,047 (58,025) 202,022 Administrative, selling and marketing expenses...... (43,377) - (43,377) Other gains/(losses)—net ...... (1,387) - (1,387) Operating profit ...... 215,283 (58,025) 157,258 Finance income ...... (641) - (641) Finance costs ...... (3,019) - (3,019) Finance costs—net ...... (3,660) (3,660) Profit before income tax ...... 211,623 (58,025) 153,598 Income tax (expense)/benefit ...... (40,432) 10,308 (30,124) Profit for the period...... 171,191 (47,717) 123,474 Attributable to: Owners of the Company...... 155,539 (47,717) 107,822 Non-controlling interest...... 15,652 - 15,652

Revenue The following table sets out the GPI Group’s revenue by operating segment (adjusted for the effect of proportionate consolidation) for 2010 , 2011 and 2012. See “—Results of operations for the GPI Group’s segments for 2010, 2011 and 2012” for details on each operating segment’s results of operations on a 100% basis. Year ended 31 December Operating segments 2010(1) % 2011 % 2012 % (USD in thousands, except for percentages) Russian Ports ...... 231,540 60.5% 337,791 67.4% 367,807 73.3% Oil Products Terminal...... 132,745 34.7% 142,958 28.5% 116,606 23.2% Finnish Ports...... 18,472 4.8% 20,592 4.1% 17,416 3.5% Total revenue of operating segments ...... 382,757 100.0% 501,341 100.0% 501,829 100.0% ______(1) The GPI Group’s total consolidated revenue in 2010 was USD382,437 thousand, reflecting adjustments attributable to the holding segment.

Revenue increased by USD118,904 thousand, or 31.1%, from USD382,437 thousand in 2010 to USD501,341 thousand in 2011. This increase was primarily due to a 45.9% increase in revenue from the Russian Ports segment arising from strong growth in container throughput and a moderate increase in average revenue per TEU, as well as growth in revenue from the Oil Products Terminal segment due to an increase in average storage capacity and growth in revenue per cmb of storage. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Throughput volumes”. Revenue increased slightly by USD488 thousand from USD501,341 thousand in 2011 to USD501,829 thousand in 2012. This increase was primarily due to a 8.9% increase in revenue from the Russian Ports segment arising from growth in container handling throughput, broadly stable revenue per TEU, a strong increase in car handling volumes and additional revenue from coal handling. This increase was partially offset by decreases in revenue in the Oil Products Terminal segment arising from the opening of the fuel oil terminal at Ust-Luga which caused a decrease in handling volumes at the GPI Group’s oil products terminal at Tallinn in the Baltic. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Throughput volumes” and “—Key factors affecting the GPI Group’s financial condition and results of operations—Pricing”. Revenue is discussed in greater detail below in the discussion of the financial results for each of the GPI Group’s segments. Cost of sales Cost of sales increased by USD39,119 thousand, or 19.7%, from USD198,509 thousand in 2010 to USD237,628 thousand in 2011. This increase was primarily due to an increase in staff costs mainly due to the rise in staff costs in the Russian Ports segment; transportation expenses resulting largely from the

Page 127 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group growth in container throughput in the Russian Ports segment; fuel, electricity and gas expenses due to increased throughput in the Russian Ports segment; the change in cargo mix coming to the Oil Products terminal; and an increase in purchased services as a result of the outsourcing of auxiliary services in the Russian Ports segment. Cost of sales increased by USD62,179 thousand, or 26.2%, from USD237,628 thousand in 2011 to USD299,807 thousand in 2012. Excluding an impairment charge of USD58,025 thousand in relation to the Yanino Logistics Park, caused primarily by a change in growth estimates due to more moderate actual growth of the business than previously expected, the underlying costs of sales increased by 1.7% in 2012 as compared to 2011. The impairment charge was allocated to property, plant and equipment and goodwill. Cost of sales is discussed in greater detail below in the discussion of the financial results for each of the GPI Group’s segments. Gross profit Gross profit increased by USD79,785 thousand, or 43.4%, from USD183,928 thousand in 2010 to USD263,713 thousand in 2011. The gross profit margin increased from 48.1% in 2010 to 52.6% in 2011. This increase was due to revenue increasing more quickly than cost of sales due to operating leverage and proper cost control measures. Gross profit decreased by USD61,691 thousand, or 23.4%, from USD263,713 thousand in 2011 to USD202,022 thousand in 2012. The gross profit margin decreased from 52.6% in 2011 to 40.3% in 2012. Excluding an impairment charge with respect to the Yanino Logistics Park of USD58,025 thousand, the underlying gross profit decreased by 1.4% in 2012 as compared to 2011, and gross profit margin in 2012 was 51.8%. Administrative, selling and marketing expenses Administrative, selling and marketing expenses increased by USD9,175 thousand, or 30.0%, from USD30,618 thousand in 2010 to USD39,793 thousand in 2011. This increase was primarily due to an increase in staff costs as a result of wage and salary inflation as well as a higher number of administrative employees and legal, consulting and other professional services expenses associated with the GPI Group’s IPO in 2011. 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. This increase was 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 in 2011. Administrative, selling and marketing expenses are discussed in greater detail below in the discussions of the financial results for each of the GPI Group’s segments. Other gains/(losses)—net Other gains/(losses)—net decreased by USD1,576 thousand, or 43.3%, from a gain of USD3,641 thousand in 2010 to a gain of USD2,065 thousand in 2011. This decrease was primarily due to a smaller amount of amortisation charge related to the guarantees granted by entities within the Russian Ports segment in respect of TIHL’s indebtedness under a bank loan in 2011 compared to the same guarantee amortisation in 2010 and a change from various other gains in 2010 to various other losses in 2011. See Note 7 to the GPI Audited Annual Financial Statements. Other gains/(losses)—net decreased from a gain of USD2,065 thousand in 2011 to a loss of USD1,387 thousand in 2012. This decrease was primarily due to a final amortisation charge of USD2,000 thousand related to a release in May 2011 of the guarantees granted by entities within the Russian Ports segment in respect of TIHL’s indebtedness under a bank loan, non-recurring donation to a charity which is a related party of USD965 thousand in 2012, as well as a change from net foreign exchange gains of USD606 thousand in 2011 to net foreign exchange losses of USD274 thousand in 2012.

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Operating profit Operating profit increased by USD69,034 thousand, or 44.0%, from USD156,951 thousand in 2010 to USD225,985 thousand in 2011 due to the factors discussed above. Operating profit decreased by USD68,727, or 30.4%, from USD225,985 in 2011 to USD157,258 thousand in 2012 due to the factors described above. Excluding an impairment charge with respect to the Yanino Logistics Park of USD58,025 thousand, the underlying operating profit decreased by 4.7% in 2012 as compared to 2011. Finance costs—net Finance costs - net increased by USD15,284 thousand, or 103.3%, from USD14,795 thousand in 2010 to USD30,079 thousand in 2011. This increase was primarily due to an increase in net foreign exchange losses on borrowings and other financial items, primarily reflecting the depreciation of the Russian rouble against the US dollar at 31 December 2011 compared to 31 December 2010. This increase was partially offset by a USD3,075 thousand decrease in interest expenses, arising from lower average interest rates in 2011 compared to 2010 and a USD1,822 thousand increase in interest income. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Exchange rates”. Finance costs - net decreased by USD26,419 thousand, or 87.8%, from USD30,079 thousand in 2011 to USD3,660 thousand in 2012. This decrease was primarily due to the fact that in 2012 interest expenses and net foreign exchange losses on cash and cash equivalents were largely offset by net foreign exchange gains on borrowings and other financial items and interest income. Profit before income tax Profit before income tax increased by USD53,750 thousand, or 37.8%, from USD142,156 thousand in 2010 to USD195,906 thousand in 2011. This increase was due to the factors discussed above. Profit before income tax decreased by USD42,308 thousand, or 21.6%, from USD195,906 thousand in 2011 to USD153,598 thousand in 2012. This decrease was due to the factors discussed above. Excluding an impairment charge with respect to the Yanino Logistics Park of USD58,025 thousand, the underlying profit before income tax increased by 8.0% in 2012 as compared to 2011. Income tax expense In 2010, 2011 and 2012, income tax expense was USD23,160 thousand, USD48,973 thousand and USD30,124 thousand, respectively, and the GPI Group’s effective tax rate, calculated as income tax expense divided by profit before income tax, was 16.3%, 25.0% and 19.6%, respectively. Excluding an impairment charge with respect to Yanino Logistics Park of USD58,025 thousand, the underlying income tax expense and effective tax rate in 2012 were USD40,432 thousand and 19.1%, respectively. The GPI Group’s income tax expense primarily varied depending on the amount of profit before income tax, the proportion of its earnings attributable to entities in countries with differing tax rates (such as VEOS), the amount of withholding tax on dividends and deferred tax on undistributed retained earnings to which the GPI Group was subject and the amount of other non-recurring items, some of which are not taxable. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Deferred taxes recognition in the Oil Products Terminal segment”. Profit for the period Profit for the period increased by USD27,937 thousand, or 23.5%, from USD118,996 thousand in 2010 to USD146,933 thousand in 2011. This increase was due to the factors discussed above. Profit for the period decreased by USD23,459 thousand, or 16.0%, from USD146,933 thousand in 2011 to USD123,474 thousand in 2012. This decrease was due to the factors discussed above. Excluding an impairment charge with respect to Yanino Logistics Park of USD58,025 thousand, the underlying profit for the period grew by 16.5% in 2012 as compared to 2011. Results of operations for the GPI Group’s segments for 2010, 2011 and 2012 Results of operations for the Russian Ports segment The Russian Ports segment consists of the GPI Group’s interests in PLP (100%), VSC (100%), and Moby Dik (75%) and Yanino (75%) (in each of which Container Finance currently has a 25% effective

Page 129 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group ownership interest). The results of Moby Dik and Yanino are proportionally consolidated in the GPI Financial Information but are included in the figures and discussion below on a 100% basis. See “Important Information—Presentation of Financial and Other Information”. The following table sets out the principal components of the income statement for the Russian Ports segment for 2010, 2011 and 2012. Years ended 31 December 2010 2011 2012 (USD in thousands, except for percentages) Revenue ...... 239,184 349,749 377,511 Cost of sales...... (121,375) (157,171) (244,575) Gross profit ...... 117,809 192,578 132,936 Administrative, selling and marketing expenses...... (18,580) (21,712) (27,290) Other gains/(losses)—net ...... 1,012 2,209 (2,262) Operating profit ...... 100,241 173,075 103,384 Finance costs—net...... (7,324) (26,169) (6,377) Profit before income tax...... 92,917 146,906 97,007 Income tax expense...... (22,199) (26,151) (28,675) Profit after tax ...... 70,718 120,755 68,332

Additional financial data* (non-IFRS)(1) Gross profit margin...... 49.3% 55.1% 35.2% Adjusted EBITDA ...... 143,276 218,808 242,032 Adjusted EBITDA margin...... 59.9% 62.6% 64.1% ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non- IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS) to profit for the period—Adjusted EBITDA—GPI Group”. Revenue The Russian Ports segment’s revenue increased by USD110,565 thousand, or 46.2%, from USD239,184 thousand in 2010 to USD349,749 thousand in 2011. This increase was primarily due to an increase in container handling throughput and ro-ro and car handling volumes, as well as a moderate increase in average revenue per TEU driven by increased handling tariffs. This increase was partially offset by changes in the service mix (predominantly decreased average storage revenue as clients focused on optimising their logistics and lowered their dwell times). See “—Key factors affecting the GPI Group’s financial condition and results of operations—Throughput volumes” and “—Key factors affecting the GPI Group’s financial condition and results of operations—Pricing”. The Russian Ports segment’s revenue increased by USD27,762 thousand, or 7.9%, from USD349,749 thousand in 2011 to USD377,511 thousand in 2012. This increase was primarily due to an increase in container handling throughput, broadly stable revenue per TEU, a strong increase in car handling volumes and additional revenue from coal handling. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Throughput volumes”. Cost of sales, administrative, selling and marketing expenses The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Russian Ports segment for 2010, 2011 and 2012.

Page 130 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Years ended 31 December 2010 2011 2012 (USD in thousands) Depreciation of property, plant and equipment...... 37,312 40,722 54,914 Amortisation of intangible assets...... 6,735 7,220 6,266 Impairment of property, plant and equipment...... — — 68,722 Staff costs ...... 45,726 58,885 58,259 Impairment of goodwill ...... — — 6,484 Transportation expenses ...... 7,232 13,749 15,419 Fuel, electricity and gas ...... 6,981 10,699 10,972 Repair and maintenance of property, plant and equipment...... 9,408 11,287 12,036 Other operating expenses ...... 26,561 36,321 38,793 Total cost of sales, administrative, selling and marketing expenses ...... 139,955 178,883 271,865

The Russian Ports segment’s cost of sales, administrative, selling and marketing expenses increased by USD38,927 thousand, or 27.8%, from USD139,956 thousand in 2010 to USD178,883 thousand in 2011. This increase was primarily due to an increase in depreciation of property, plant and equipment, staff costs, transportation expenses, fuel, electricity and gas, and repair and maintenance of property, plant and equipment. Staff costs, which increased by USD13,159 thousand, or 28.8%, increased primarily due to the growth in the variable parts of salaries (resulting from increased throughput), wage inflation and an increase in the rate of unified social tax in Russia, and was offset in part by a reduction in the number of employees arising from staff optimisation measures and outsourcing. Transportation expenses, which increased by USD6,517 thousand, or 90.1%, increased due to an increase of railway services in VSC, increased outsourcing of intra-terminal transportation services and general cost inflation. Fuel, electricity and gas, which increased by USD3,718 thousand or 53.3%, increased primarily due to the increase in throughput and an increase in average prices. Repair and maintenance of property, plant and equipment, which increased by USD1,879 thousand, or 20.0%, increased primarily due to increased throughput, additional equipment purchased in 2011 and general cost inflation. The Russian Ports segment’s cost of sales, administrative, selling and marketing expenses increased by USD92,982 thousand, or 52.0%, from USD178,883 thousand in 2011 to USD271,865 thousand in 2012. This increase was primarily due to impairments of property, plant and equipment and of goodwill. In 2012, the GPI Group recognized an impairment charge of USD75,206 thousand in relation to the Yanino Logistics Park, caused primarily by a change in growth estimates due to more moderate actual growth of the business than previously expected. Gross profit The Russian Ports segment’s gross profit increased by USD74,769 thousand, or 63.5%, from USD117,809 thousand in 2010 to USD192,578 thousand in 2011. The Russian Ports segment’s gross profit margin increased from 49.3% in 2010 to 55.1% in 2011 due to the factors described above. The Russian Ports segment’s gross profit decreased by USD59,642 thousand, or 31.0%, from USD192,578 thousand in 2011 to USD132,936 thousand in 2012. The Russian Ports segment’s gross profit margin decreased from 55.1% in 2011 to 35.2% in 2012. This decrease was primarily due to the impairments described above. Other gains/(losses)—net The Russian Ports segment’s other gains/(losses)—net increased by USD1,197, or 118.3%, from a gain of USD1,012 thousand in 2010 to a gain of USD2,209 thousand in 2011. This increase was primarily due to a change from net foreign exchange losses of USD1,300 thousand in 2010 to net foreign exchange gains of USD1,015 thousand in 2011, partially offset by a smaller amount of amortisation charge related to the guarantees granted in respect of TIHL’s indebtedness under a bank loan in 2011 compared to the same guarantee amortisation in 2010 and a larger amount of various other losses in 2011 compared to 2010. The Russian Ports segment’s other gains/(losses)—net changed from a gain of USD2,209 thousand in 2011 to a loss of USD2,262 thousand in 2012, representing a change of USD4,471 thousand. The gain in 2011 was primarily due to a final amortisation charge of USD2,000 thousand related to a release in May 2011 of the guarantees granted by entities within the Russian Ports segment in respect of TIHL’s indebtedness under a bank loan and foreign exchange gains of USD1,015 thousand, while the loss in

Page 131 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

2012 was primarily due to a non-recurring donation to a charity, which is a related party of the GPI Group of USD965 thousand and foreign exchange losses of USD819 thousand. Operating profit The Russian Ports segment’s operating profit increased by USD72,834 thousand, or 72.7%, from USD100,241 thousand in 2010 to USD173,075 thousand in 2011. This increase was due to the factors described above. The Russian Ports segment’s operating profit decreased by USD69,691 thousand, or 40.3%, from USD173,075 thousand in 2011 to USD103,384 thousand in 2012. This decrease was due to the impairments described above. Results of operations for the Oil Products Terminal segment The Oil Products Terminal segment consists of the GPI Group’s ownership interests in VEOS (in which Royal Vopak currently has a 50% effective ownership interest). The results of the Oil Products Terminal segment are proportionally consolidated in the GPI Financial Information but are included in the figures and discussion below on a 100% basis. See “Important Information—Presentation of Financial and Other Information”. The following table sets out the principal components of the income statement for the Oil Products Terminal segment for 2010, 2011 and 2012. Years ended 31 December 2010 2011 2012 (USD in thousands, except for percentages) Revenue ...... 265,487 285,916 233,212 Cost of sales...... (135,570) (145,919) (126,085) Gross profit ...... 129,917 139,997 107,127 Administrative, selling and marketing expenses...... (15,299) (16,180) (14,742) Other gains/(losses)—net ...... 562 (140) 430 Operating profit ...... 115,180 123,677 92,815 Finance costs—net...... (7,425) (4,287) (1,467) Profit before income tax...... 107,755 119,390 91,348 Income tax expense...... — (42,805) 1,866 Profit after tax ...... 107,755 76,585 93,214

Additional financial data* (non-IFRS)(1) Gross profit margin(1)...... 48.9% 49.0% 45.9% Adjusted EBITDA(2) ...... 133,785 145,171 113,794 Adjusted EBITDA margin(1)(2)...... 50.4% 50.8% 48.8% ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information. (1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS) ”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS) to profit for the period—Adjusted EBITDA—GPI Group”. Revenue The Oil Products Terminal segment’s revenue increased by USD20,429 thousand, or 7.7%, from USD265,487 thousand in 2010 to USD285,916 in 2011. This increase was primarily due to an increase in average storage capacity at the VEOS terminals, as well as growth in revenue per cmb of storage driven mainly by increases in handling tariffs; the improved service mix, including increased demand for railway services provided by Vopak and increased demand for segregated storage and other factors; and changed product mix. The Oil Products Terminal segment’s revenue decreased by USD52,704 thousand, or 18.4%, from USD285,916 thousand in 2011 to USD233,212 thousand in 2012. This decrease was primarily due to a decrease in throughput volumes of oil products at the VEOS terminals arising from the opening of the

Page 132 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group fuel oil terminal at Ust-Luga. This decrease was partially offset by an increase of revenue per tonne of throughput. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Throughput volumes”. Cost of sales, administrative, selling and marketing expenses The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Oil Products Terminal segment for 2010, 2011 and 2012. Years ended 31 December 2010 2011 2012 (USD in thousands) Depreciation of property, plant and equipment...... 16,902 18,955 19,148 Amortisation of intangible assets...... 2,265 2,399 2,261 Staff costs ...... 24,095 26,312 25,109 Transportation expenses ...... 68,323 69,260 49,980 Fuel, electricity and gas ...... 24,140 29,066 29,057 Repair and maintenance of property, plant and equipment...... 4,037 4,714 4,535 Other operating expenses ...... 11,107 11,393 10,737 Total cost of sales, administrative, selling and marketing expenses ...... 150,869 162,099 140,827

The Oil Products Terminal segment’s cost of sales, administrative, selling and marketing expenses increased by USD11,231 thousand, or 7.4%, from USD150,868 thousand in 2010 to USD162,099 thousand in 2011. This increase was primarily due to an increase in staff costs and fuel, electricity and gas. Fuel, electricity and gas increased by USD4,926 thousand, or 20.4%, primarily due to inflation in fuel, electricity and gas unit costs as well as the changed cargo mix requiring longer railway transportation and increased heating when unloading. Staff costs increased by USD2,217 thousand, or 9.2%, primarily due to an increase in the number of employees to support growth in railway operations and wage inflation. The Oil Products Terminal segment’s cost of sales, administrative, selling and marketing expenses decreased by USD21,272 thousand, or 13.1%, from USD162,099 thousand in 2011 to USD140,827 thousand in 2012. This decrease was primarily due to a decrease in transportation expenses, which decreased by USD19,280 thousand, or 27.8%, primarily due to lower throughput volumes and a 4.6% decrease in staff costs. Gross profit The Oil Products Terminal segment’s gross profit increased by USD10,080 thousand, or 7.8%, from USD129,917 thousand in 2010 to USD139,997 thousand in 2011. The Oil Products Terminal segment’s gross profit margin slightly increased from 48.9% in 2010 to 49.0% in 2011 due to the factors described above. The Oil Products Terminal segment’s gross profit decreased by USD32,870 thousand, or 23.5%, from USD139,997 thousand in 2011 to USD107,127 thousand in 2012. The Oil Products Terminal segment’s gross profit margin decreased from 49.0% in 2011 to 45.9% in 2012 due to decreases in throughput leading to revenue decreasing more quickly than costs. Other gains/(losses)—net The Oil Products Terminal segment’s other gains/(losses)—net changed from a gain of USD562 thousand in 2010 to a loss of USD140 thousand in 2011, representing a change of USD702 thousand. This change was primarily due to foreign exchange gain differences (USD333 thousand in 2010 compared to USD5 thousand in 2011) and various non-recurring other gains/(losses), including insurance compensations, fines and write-offs (USD229 thousand of gains in total in 2010 compared to USD145 thousand of losses in 2011). The Oil Products Terminal segment’s other gains/(losses) —net changed from a loss of USD140 thousand in 2011 to a gain of USD430 thousand in 2012, representing a change of USD570 thousand. This change was primarily due to foreign exchange gain differences (USD5 thousand in 2011 compared to USD257 thousand in 2012) and various non-recurring other gains/(losses), including insurance compensations, fines and write-offs (USD145 thousand of losses in total in 2011 compared to USD173 thousand of gains in 2012).

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Operating profit The Oil Products Terminal segment’s operating profit increased by USD8,497 thousand, or 7.4%, from USD115,180 thousand in 2010 to USD123,677 thousand in 2011 due to the factors described above. The Oil Products Terminal segment’s operating profit decreased by USD30,862 thousand, or 25.0%, from USD123,677 thousand in 2011 to USD92,815 thousand in 2012 due to the factors described above. Results of operations for the Finnish Ports segment The Finnish Ports segment consists of MLT Kotka, MLT Helsinki, and three container depots (in each of which Container Finance currently has a 25% effective ownership interest). The results of the Finnish Ports segment are proportionally consolidated in the GPI Financial Information but are included in the figures and discussion below on a 100% basis. See “Important Information— Presentation of Financial and Other Information”. The following table sets out the principal components of the income statement for the Finnish Ports segment for 2010, 2011 and 2012. Years ended 31 December 2010 2011 2012 (USD in thousands, except for percentages) Revenue ...... 28,262 31,026 23,546 Cost of sales...... (26,654) (26,312) (22,196) Gross profit/(loss)...... 1,608 4,714 1,350 Administrative, selling and marketing expenses...... (1,241) (1,554) (1,292) Other gains—net ...... 3,166 462 235 Operating profit/(loss)...... 3,533 3,622 293 Finance costs—net...... (1,053) (1,389) (1,190) Profit/(loss) before income tax ...... 2,480 2,233 (897) Income tax benefit/(expense) ...... (940) (632) (217) Profit/(loss) after tax...... 1,540 1,601 (1,114)

Additional financial data* (non-IFRS)(1) Gross profit margin...... 5.7% 15.2% 5.7% Adjusted EBITDA ...... 3,081 6,302 2,782 Adjusted EBITDA margin...... 10.9% 20.3% 11.8% ______* This data is unaudited and is derived, not extracted from, the GPI Financial Information.

(1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the GPI Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS)”. They are presented as supplemental measures of the GPI Group’s operating performance. They 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 operating results as reported under IFRS. For further information on these limitations, see footnote (4) in “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Additional financial data (non-IFRS) ”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part A: the GPI Group—Reconciliation of additional financial data (non-IFRS to profit for the period—Adjusted EBITDA—GPI Group”. Revenue The Finnish Ports segment’s revenue increased by USD2,764 thousand, or 9.8%, from USD28,262 thousand in 2010 to USD31,026 thousand in 2011. This increase was primarily due to an increase in container handling throughput in 2011 and management’s efforts to attract other cargoes, particularly ro-ro cargoes, to the terminal. The Finnish Ports segment’s revenue decreased by USD7,480 thousand, or 24.1%, from USD31,026 thousand in 2011 to USD23,546 thousand in 2012. This decrease was primarily due to depreciation of the average exchange rate of the euro against the US dollar and the decrease of revenue per TEU. See “—Key factors affecting the GPI Group’s financial condition and results of operations—Exchange rates”.

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Cost of sales, administrative, selling and marketing expenses The following table sets out a breakdown, by expense, of the cost of sales, administrative, selling and marketing expenses for the Finnish Ports segment for 2010, 2011 and 2012. Years ended 31 December 2010 2011 2012 (USD in thousands) Depreciation of property, plant and equipment...... 2,697 3,124 2,664 Amortisation of intangible assets...... 17 18 60 Staff costs ...... 10,453 11,013 9,209 Transportation expenses ...... 2,749 2,942 2,423 Fuel, electricity and gas ...... 938 1,374 1,120 Repair and maintenance of property, plant and equipment...... 1,331 1,305 1,289 Other operating expenses ...... 9,710 8,090 6,723 Total cost of sales, administrative, selling and marketing expenses ...... 27,895 27,866 23,488

The Finnish Ports segment’s cost of sales, administrative, selling and marketing expenses remained broadly flat, decreasing slightly by USD30 thousand, or 0.1%, from USD27,896 thousand in 2010 to USD27,866 thousand in 2011. The total cost of sales, administrative, selling and marketing expenses increased due to container handling and ro-ro cargoes throughput growth as well as higher fuel, electricity and gas costs (due to inflation in average prices for fuel and electricity). This increase was offset by cost-cutting initiatives implemented by management, including a number of staff optimisation measures, as well as the depreciation of the average exchange rate of the euro against the US dollar. The Finnish Ports segment’s cost of sales, administrative, selling and marketing expenses decreased by USD4,378 thousand, or 15.7%, from USD27,866 thousand in 2011 to USD23,488 thousand in 2012. This decrease was primarily due to cost-cutting initiatives resulting in decreases in staff costs of USD1,804 thousand, or 16.4%, and other operating expenses of USD1,367 thousand, or 16.9%. The decrease in cost of sales, administrative, selling and marketing expenses also reflects depreciation of the average exchange rate of the euro against the US dollar. Gross profit/(loss) The Finnish Ports segment’s gross profit increased by USD3,106 thousand, or 193.2%, from USD1,608 thousand in 2010 to USD4,714 thousand in 2011. The Finnish Ports segment’s gross profit margin increased from 5.7% in 2010 to 15.2% in 2011 due to the factors described above. The Finnish Ports segment’s gross profit decreased by USD3,364 thousand, or 71.4%, from USD4,714 thousand in 2011 to USD1,350 thousand in 2012. The Finnish Ports segment’s gross profit margin decreased from 15.2% in 2011 to 5.7% in 2012 due to the factors described above. Other gains—net The Finnish Ports segment’s other gains—net decreased by USD2,704 thousand, or 85.4%, from USD3,166 thousand in 2010 to USD462 thousand in 2011. This decrease was primarily due to one-off non-recurring non-cash adjustments of USD2,677 thousand made in 2010 to correct finance lease balances and related property, plant and equipment balances in the Finnish Ports segment, as well as certain other prior year accounting mistakes. The Finnish Ports segment’s other gains—net decreased by USD227 thousand, or 49.1%, from USD462 thousand in 2011 to USD235 thousand in 2012. This decrease was primarily due to one-off non-recurring loss of USD212 thousand arising on sale of the container depot business in the Finnish Ports segment and related derecognition and transfer of all finance leases and property, plant and equipment to the acquirer. Operating profit/(loss) The Finnish Ports segment’s operating profit increased by USD89 thousand, or 2.5%, from USD3,533 thousand in 2010 to USD3,622 thousand in 2011 due to the factors described above. The Finnish Ports segment’s operating profit decreased by USD3,329 thousand, or 91.9%, from USD3,622 thousand in 2011 to USD293 thousand in 2012 due to the factors described above.

Page 135 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

LIQUIDITY AND CAPITAL RESOURCES General As at 30 June 2013, the GPI Group had USD91,596 thousand in cash and cash equivalents. The GPI Group’s liquidity needs arise primarily in connection with the capital investment programmes of each of its operations as well as their operating costs. In the period under review, the GPI Group’s liquidity needs were met primarily by revenues generated from operating activities as well as through borrowings. The management of the GPI Group expects to fund its liquidity requirements in both the short and medium term with cash generated from operating activities and borrowings. As a result of the shareholding or joint venture agreements at Moby Dik, the Finnish Ports, Yanino and Vopak E.O.S., the cash generated from the operating activities of each of the entities in those businesses is not freely available to fund the other operations and capital expenditures of the GPI Group or any other businesses within the GPI Group and can only be lent to an entity or distributed as a dividend with the consent of the other shareholders’ to those arrangements. PLP and VSC are not subject to such agreements. Accordingly, each of the GPI Group’s businesses is dependent on the cash generated by it and its own borrowings, whether external or from its shareholders, to fund its cash and capital requirements. As at 30 June 2013, the GPI Group had USD402,399 thousand of total borrowings, of which USD303,009 thousand comprised non-current borrowings and USD99,390 thousand comprised current borrowings. See also “—Capital resources”. Cash flows for the six months ended 30 June 2012 and 2013 The following table sets out the principal components of the GPI Group’s consolidated cash flow statement for the six months ended 30 June 2012 and 2013. Six months ended 30 June 2012 2013 (USD in thousands) Net cash from operating activities ...... 116,421 101,218 Net cash used in investing activities...... (25,111) (9,427) Net cash used in financing activities...... (22,355) (85,181) Net increase in cash and bank overdrafts ...... 68,955 6,610 Cash and bank overdrafts at beginning of the period ...... 137,068 89,644 Exchange losses on cash and bank overdrafts...... (3,440) (4,658) Cash and bank overdrafts at end of the period...... 202,583 91,596

Net cash from operating activities Net cash from operating activities decreased by USD15,203 thousand, or 13.1%, from USD116,421 thousand in the six months ended 30 June 2012 to USD101,218 thousand in the six months ended 30 June 2013. This decrease was primarily due to USD18,927 thousand, or 95.0%, increase in the tax paid, from USD19,930 thousand in the six months ended 30 June 2012 to USD38,857 thousand in the six months ended 30 June 2013, partially offset by the USD3,724 thousand, or 2.7%, increase in cash generated from operations. The increase in tax paid was due to tax paid by Vopak E.O.S on profit distributions to its shareholders in the six months ended 30 June 2013. Net cash used in investing activities Net cash used in investing activities decreased by USD15,684 thousand, or 62.5%, from USD25,111 thousand in the six months ended 30 June 2012 to USD9,427 thousand in the six months ended 30 June 2013. This change was primarily due to a reduction in purchases of property, plant and equipment of USD13,809 thousand or 40.1%. Net cash used in financing activities Net cash used in financing activities in the six months ended 30 June 2012 was USD22,355 thousand. This consisted primarily of proceeds from borrowings (USD48,386 thousand), repayments of borrowings (USD19,802 thousand), finance lease principal payments (USD2,912 thousand), interest paid (USD5,652 thousand) and dividends paid (USD42,375 thousand).

Page 136 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Net cash used in financing activities in the six months ended 30 June 2013 was USD85,181 thousand. This consisted primarily of proceeds from borrowings (USD91,386 thousand), repayments of borrowings (USD34,397 thousand), finance lease principal payments (USD12,274 thousand), interest paid (USD12,396 thousand) and dividends paid (USD117,500 thousand). The increase for the six month period ended 30 June 2013 compared to the six period ended 30 June 2012 was due to net increase in borrowings. Cash flows for 2010, 2011 and 2012 The following table sets out the principal components of the GPI Group’s consolidated cash flow statement for 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 (USD in thousands) Net cash from operating activities ...... 174,433 230,156 251,807 Net cash used in investing activities...... (66,488) (110,224) (303,756) Net cash (used in)/from financing activities...... (104,223) (25,768) 955 Net increase/(decrease) in cash and cash equivalents ...... 3,722 94,164 (50,994) Cash and cash equivalents at beginning of the year ...... 44,093 47,355 137,068 Exchange gains/(losses) on cash and cash equivalents...... (460) (4,451) 3,570 Cash and cash equivalents at end of the year...... 47,355 137,068 89,644

Net cash from operating activities Net cash from operating activities increased by USD55,723 thousand, or 31.9%, from USD174,433 thousand in 2010 to USD230,156 thousand in 2011. The increase in net cash from operating activities was primarily due to a USD74,180 thousand increase in cash from operating activities before changes in working capital mainly as a result of a strong performance in all of the GPI Group’s segments. It was partially offset by the negative net change in working capital (consisting of inventories, trade and other receivables and trade and other payables) and by an increase in tax paid, as shown in the table below. Net cash from operating activities increased by USD21,651 thousand, or 9.4%, from USD230,156 thousand in 2011 to USD251,807 thousand in 2012. The increase in net cash from operating activities was primarily due to a change in working capital (consisting of inventories, trade and other receivables and trade and other payables) from a negative net change of USD16,355 thousand to a positive net change of USD7,152 thousand, and a USD4,768 increase in cash from operating activities before changes in working capital, which mainly resulted from a strong performance in all of the GPI Group’s segments, partially offset by an increase in tax paid, as shown in the table below. Year ended 31 December 2010 2011 2012 (USD in thousands) Operating cash flows before working capital changes...... 206,979 281,159 285,927 Inventories ...... (569) (316) 592 Trade and other receivables...... (15,889) (11,708) 5,269 Trade and other payables...... 5,774 (4,331) 1,291 Net change in working capital...... (10,684) (16,355) 7,152 Cash generated from operations...... 196,295 264,804 293,079 Tax paid ...... (21,862) (34,648) (41,272) Net cash from operating activities...... 174,433 230,156 251,807

In 2010, the net change in working capital was a cash outflow of USD10,684 thousand, and in 2011 the net change in working capital was a cash outflow of USD16,355 thousand. In 2012, the net change in working capital was a cash inflow of USD7,152 thousand and was primarily due to positive changes in trade and other receivables. Net cash used in investing activities Net cash used in investing activities in 2010 was USD66,488 thousand. This consisted primarily of (a) a USD52,211 thousand cash outflow for purchases of property, plant and equipment arising primarily from the GPI Group’s capital investment programme, and (b) a USD19,201 thousand cash outflow for investment in bank deposits with maturity over 90 days, offset in part by (i) a USD4,000 thousand cash inflow of cash from bank deposits with maturity over 90 days attributable to the withdrawal of the amounts placed on deposit in 2009.

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Net cash used in investing activities in 2011 was USD110,224 thousand. This consisted primarily of (a) a USD131,971 thousand cash outflow for purchases of property, plant and equipment arising primarily from the GPI Group’s capital investment programme and (b) a USD20,482 thousand cash outflow for purchases of intangible assets when the GPI Group acquired a leasehold title to a land plot adjacent to the existing PLP site in June 2011 with the lease agreement expiring in 2053, offset in part by (i) a USD25,750 thousand cash inflow of loan repayments received from related parties and (ii) USD19,590 thousand cash inflow from bank deposits with maturity over 90 days. Net cash used in investing activities in 2012 was USD303,756 thousand. This consisted primarily of (a) a USD230,000 thousand cash outflow for purchases of shareholdings from non-controlling interests when the GPI Group acquired the remaining 25% stake in VSC, and (b) a USD79,765 thousand cash outflow for purchases of property, plant and equipment, offset in part by (i) a USD14,106 thousand cash inflow of loan repayments received from related parties. Net cash (used in)/from financing activities Net cash used in financing activities in 2010 was USD104,223 thousand. This consisted primarily of (a) a USD90,790 thousand cash outflow for repayments of borrowings arising primarily from the repayment of outstanding indebtedness owing to third parties falling due, the refinancing of some indebtedness and the repayment of some indebtedness owing to TIHL, (b) a cash outflow from dividends paid to the owners of the Company—after restructuring of USD40,000 thousand and dividends paid to non-controlling interests of USD11,380 thousand, (c) a USD10,912 thousand cash outflow of interest paid resulting from a reduction in the GPI Group’s indebtedness and a reduction in average interest rates compared with the year ended 31 December 2009, and (d) a USD8,593 thousand cash outflow of finance lease principal payments (third parties) arising primarily from the lease of equipment at PLP and other terminals, offset in part by a USD57,452 thousand cash inflow of proceeds from borrowings consisting primarily of drawings under loans to fund the GPI Group’s capital investment programme and to refinance certain indebtedness. Net cash used in financing activities in 2011 was USD25,768 thousand. This consisted primarily of (a) a USD106,838 thousand cash outflow for repayments of outstanding indebtedness falling due and the refinancing of some indebtedness, (b) a cash outflow from dividends paid to the owners of the Company of USD53,200 thousand and dividends paid to non-controlling interests of USD11,150 thousand, (c) a USD16,967 thousand cash outflow of interest paid, offset in part by (i) a USD96,593 thousand cash inflow from proceeds from the issue of shares as a result of the Company’s IPO of GDRs and (ii) a USD72,114 thousand cash inflow of proceeds from borrowings consisting primarily of drawings under loans to fund the GPI Group’s capital investment programme and to refinance certain indebtedness. Net cash from financing activities in 2012 was USD955 thousand. This consisted primarily of (a) a USD214,943 thousand cash outflow for repayments of borrowings falling due and the refinancing of some indebtedness and (b) a cash outflow from dividends paid to the owners of the Company of USD79,900 thousand and dividends paid to non-controlling interests of USD14,925 thousand, offset by (i) a USD330,126 thousand cash inflow of proceeds from borrowings consisting primarily of drawings under loan to fund the acquisition by the GPI Group of the 25% equity interest in VSC from DP World. Capital resources The GPI Group’s financial indebtedness consists of bank borrowings, loans from related and third parties and finance leases liabilities in an aggregate principal amount of USD333,109 thousand as at 31 December 2012 and USD402,399 thousand as at 30 June 2013. The bank borrowings have been secured by pledges of property, plant and equipment, equity interests in certain GPI Group members, assignments of certain contractual rights and by guarantees and suretyships granted by certain GPI Group members. The GPI Group’s unsecured indebtedness consists of one facility from a Russian bank. As at 30 June 2013, the GPI Group had USD104,271 thousand of undrawn borrowing facilities available to it and USD83,045 thousand as at 31 December 2012. For more information on the GPI Group’s loan facilities with banks, see “Material Contracts and Related Party Transactions—The GPI Group’s Material Contracts—Loan facilities”, “Material Contracts and Related Party Transactions— Related Party Transactions—The GPI Group—Loans to related parties” and “Material Contracts and

Page 138 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

Related Party Transactions—Related Party Transactions—The GPI Group—Loans from related parties”. The following table sets out the maturity profile and other characteristics of the GPI Group’s non- current borrowings (excluding finance leases) as at 31 December 2012 and 30 June 2013. As at As at 31 December 2012 30 June 2013 (USD in thousands) Between 1 and 2 years ...... 121,990 141,894 Between 2 and 5 years ...... 103,440 116,600 Over 5 years...... 10,612 6,448 Total ...... 236,042 264,942

As at 31 December 2012 and 30 June 2013, the carrying amounts of the GPI Group’s borrowings were denominated in the following currencies: As at As at 31 December 2012 30 June 2013 (USD in thousands) Rouble...... 27,018 24,585 US dollar...... 279,674 308,177 Euro...... 26,417 69,637 Total ...... 333,109 402,399

Page 139 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

As at 31 December 2012 and 30 June 2013, the GPI Group had the following undrawn borrowing facilities: As at As at 31 December 2012 30 June 2013 (USD in thousands) Floating rate: Expiring after one year ...... 69,000 51,924 Expiring within one year ...... 12,075 45,000 Fixed rate: Expiring within one year ...... 1,970 7,347 Total ...... 83,045 104,271

Contractual commitments and contingent liabilities Capital commitments The following table summarises the capital expenditure contracted for at the balance sheet dates indicated, but not yet incurred as at that date. As at 31 December As at 30 June 2010 2011 2012 2013 (USD in thousands) Property, plant and equipment ...... 8,406 37,915 23,928 26,942

Other contractual obligations The following table summarises the contractual principal maturities of the GPI Group’s finance lease obligations and interest payments required under those leases. As at 31 December Present value of finance lease liabilities 2012 (USD in thousands) Under 1 year ...... 9,156 Between 1 and 2 years ...... 5,078 Between 2 and 5 years ...... 2,607 Over 5 years...... 19,568 Total ...... 36,409

The following table summarises the minimum lease payments under non-cancellable operating leases, mainly consisting of port infrastructure. As at 31 December 2012 (USD in thousands) Not later than 1 year...... 682 Later than 1 year and not later than 5 years ...... 2,318 Later than 5 years...... 13,875 Total ...... 16,875

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. The Russian Ports segment’s capital expenditures on a cash and 100% basis for 2010, 2011 and 2012 and for the six months ended 30 June 2013 were USD47,738 thousand, USD117,694 thousand, USD65,994 thousand and USD18,456 thousand, respectively.

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The Oil Products Terminal segment’s capital expenditures on a cash and 100% basis for 2010, 2011 and 2012 and for the six months ended 30 June 2013 were USD20,714 thousand, USD29,600 thousand, USD27,780 thousand and USD4,749 thousand, respectively. The Finnish Ports segment’s capital expenditures on a cash and 100% basis for 2010, 2011 and 2012 and for the six months ended 30 June 2013 were USD112 thousand, USD1,677 thousand, USD485 thousand and nil, respectively. The GPI Group’s capital expenditures on a cash basis for 2010, 2011, 2012 and for the six months ended 30 June 2013 outside of the segments mentioned above were USD3 thousand, USD9 thousand, USD76 thousand and USD8 thousand, respectively. For details of the GPI Group’s current contractually committed capital expenditure, see “—Contractual commitments and contingent liabilities”.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ON MARKET AND OTHER RISKS The GPI Group’s activities expose it to market risks, including foreign exchange risk, credit risk and interest rate risk. Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities are denominated in the currency different from the functional currency of each of the entities of the GPI Group. Currently the GPI Group has a substantial amount of long-term borrowings and lease liabilities denominated in US dollars and euro. While a significant part of the GPI Group’s revenues are denominated in US dollars, some is denominated in euro. See also “Risk Factors—Risks relating to the Enlarged Group’s financial condition—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”. In the periods under review the value of the rouble and the euro has fluctuated against the US dollar, having a positive and negative affect on the GPI Group’s financial results. See ”—Key factors affecting the GPI Group’s financial condition and results of operations—Exchange rates”. The following table sets out the carrying amounts of monetary assets and liabilities of the GPI Group’s Russian operations in US dollars as at 31 December 2010, 2011 and 2012. As at 31 December 2010 2011 2012 (USD in thousands) Assets...... 32,208 34,967 62,080 Liabilities...... 101,072 141,159 276,945 Capital commitments ...... — — —

Had the US dollar exchange rate strengthened or weakened by 15% against the rouble and all other variables remained unchanged, the post-tax profit of the GPI Group would have increased or decreased for 2012 by USD25,784 thousand. This is mainly due to foreign exchange gains and losses arising upon retranslation of lease liabilities, loans, borrowings, capital commitments and accounts receivable denominated in US dollars.

Page 141 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

The following table sets out the carrying amounts of monetary assets and liabilities of the GPI Group’s Russian operations denominated in euro as at 31 December 2010, 2011 and 2012. As at 31 December 2010 2011 2012 (USD in thousands) Assets...... 4,705 3,967 2,748 Liabilities...... 14,228 17,458 11,422 Capital commitments ...... 2,402 8,639 12,185

Had the euro exchange rate strengthened or weakened by 15% against the rouble and all other variables remained unchanged, the post-tax profit of the GPI Group for 2012 would have decreased or increased by USD1,041 thousand. This is mainly due to foreign exchange gains and losses arising upon retranslation of lease liabilities, loans, borrowings, capital commitments and accounts receivable denominated in euro. The following table sets out the carrying amount of monetary assets and liabilities of the GPI Group’s operations in the Eurozone denominated in US dollars as at 31 December 2010, 2011 and 2012. As at 31 December 2010 2011 2012 (USD in thousands) Assets...... 2,178 636 3,033 Liabilities...... 8,673 3,925 2,747 Capital commitments ...... — — 12

Had the US dollar exchange rate strengthened or weakened by 15% against the euro and all other variables remained unchanged, the post-tax profit of the GPI Group would have increased or decreased for 2012 by USD34 thousand. This is mainly due to foreign exchange gains and losses arising upon retranslation of lease liabilities, borrowings, cash and cash equivalents and accounts receivable denominated in US dollars. The GPI Group’s current policy is not to hedge this foreign exchange risk. Credit risk Financial assets, which potentially subject the GPI Group to credit risk, consist principally of trade receivables, loans receivable, bank deposits with maturity over 90 days and cash and cash equivalents. The GPI Group has policies in place to ensure that sales of goods and services are made to customers with an appropriate credit history. These policies enable the GPI Group to reduce its credit risk significantly. However, the GPI Group’s business is dependent on several key customers. In 2012, 43% of the GPI Group’s revenue was attributable to the several large key customers. In 2011 and 2010, 41% and 45% of the GPI Group’s revenue, respectively, was attributable to several large key customers on a consolidated basis in the relevant year. The GPI Group has policies in place to ensure that loans are granted to counterparties with which it has long-standing trading relationships and that cash balances are deposited with high credit quality financial institutions. The following table summarises the analysis of trade and accounts receivable under contractual terms of settlement at the balance sheet date. As at 31 December 2010 2011 2012 (USD in thousands) Fully performing ...... 45,841 49,009 52,436 Past due...... 8,966 6,546 7,150 Impaired...... 5,184 - - Impairment provision...... (5,184) - - Total ...... 54,807 55,555 59,586

Cash flow and fair value interest rate risk The GPI Group’s income and operating cash flows are exposed to changes in market interest rates arising mainly from floating rate cash and cash equivalents and borrowings. In addition the GPI Group is exposed to fair value interest rate risk through market value fluctuations of loans receivable, borrowings, lease liabilities and lease receivables with fixed interest rates.

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Lease and long-term borrowing contracts of the GPI Group are concluded to finance the purchase of property, plant and equipment. While analysing new investment projects and concluding credit facility agreements, loan agreements and lease contracts, various scenarios are developed taking into account terms of refinancing and alternative financing sources. Based on these scenarios the GPI Group measures the impact of a definite change in interest rate on profit or loss and selects the financing model that allows maximising the estimated future profit. Any potential change in the market rates of interest will not have a significant impact on the carrying amount of the fixed rate financial instruments and hence on the GPI Group’s post tax profit as these are carried at amortised cost. Had market interest rates on US dollars and euro denominated floating interest bearing financial assets and liabilities increased by 100 basis points and all other variables remained unchanged, the post tax profit of the GPI Group would have decreased by USD2,131 thousand for 2012. The GPI Group obtains borrowings at current market interest rates and does not use any hedging instruments to manage interest rate risk. The GPI Group monitors changes in interest rates and takes steps to mitigate these risks as far as practicable by ensuring that it has financial liabilities with both floating and fixed interest rates. Liquidity risk The GPI Group has a successful credit and refinancing history and maintains enough flexibility to ensure the ability to attract necessary funds either through committed credit facilities or shareholders’ loans. As at 30 June 2013, the GPI Group had USD104,271 thousand undrawn committed borrowings available under its credit facilities, as shown in the table below. As at 31 December As at 2012 30 June 2013 (USD in thousands) Floating rate: Expiring after one year ...... 69,000 51,924 Expiring within one year ...... 12,075 45,000 Fixed rate: Expiring after one year ...... - 5,742 Expiring within one year ...... 1,970 1,605 Total 83,045 104,271

The GPI Group believes that it has the ability to meet its liabilities as they fall due and mitigate risks of adverse changes in the financial markets environment. The GPI Group manages its liquidity based on its expected cash flows and expected revenue receipts. In the long term perspective the liquidity risk is determined by forecasting future cash flows at the moment of signing new credit, loan or lease agreements and by budgeting procedures. The GPI Group believes that it is successfully managing its exposure to liquidity risk. The following table summarises the analysis of financial liabilities of the GPI Group by maturity as at 31 December 2010, 2011 and 2012. The amounts in the table are contractual undiscounted cash flows. Trade and other payables balances due within 12 months equal their carrying balances as the impact of discounting is not significant. As at 31 December 2010 2011 2012 (USD in thousands) Less than 1 month ...... 52,475 13,927 16,203 Between 1 month and 3 months...... 16,505 16,312 23,138 Between 3 months and 6 months ...... 12,557 10,579 24,266 Between 6 months and 1 year ...... 23,445 40,236 44,066 Between 1 and 2 years ...... 44,851 47,961 144,815 Between 2 and 5 years ...... 108,704 102,415 119,582 Over 5 years...... 130,433 90,017 122,287 Total ...... 388,970 321,447 494,357

Page 143 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group

SIGNIFICANT ACCOUNTING POLICIES, CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS The GPI Group believes its most significant accounting policies are set out in Note 2 to the GPI Audited Annual Financial Statements and that its critical accounting estimates and judgements are set out in Note 4 to the GPI Audited Annual Financial Statements, as incorporated by reference in this Prospectus.

Page 144 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE NCC GROUP The following is a discussion of the NCC Group’s results of operations and financial condition as of 30 June 2013 and for the six months ended 30 June 2012 and 30 June 2013 and as of and for the years ended 31 December 2010, 31 December 2011 and 31 December 2012. Unless otherwise specified or the context otherwise requires, the financial information set forth and discussed herein is based on the NCC Audited Annual Financial Statements and the NCC Unaudited Interim Financial Information. Prospective investors should read this discussion in conjunction with the section entitled “—Important Information” of this document, “Historical Financial Information” of this document, “Capitalisation and Indebtedness Statement” of this document and the NCC Audited Annual Financial Statements and the NCC Unaudited Interim Financial Information and the related notes thereto, which are incorporated by reference into this document.

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

Page 145 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

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 un- stuffing, longer-term storage, and the ability to temporarily store large volumes of goods. Its gross 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.

DESCRIPTION OF ANY KEY DIFFERENCES IN ACCOUNTING POLICIES The Company is not aware of any key differences between the accounting policies of the NCC Group compared to those used by Global Ports Investments PLC, except for certain differences in the presentation and layout of the financial statements. See “Selected Consolidated Financial and Operating Information”.

KEY FACTORS AFFECTING NCC GROUP’S FINANCIAL CONDITION AND RESULTS OF OPERATIONS NCC Group’s financial results have been affected, and may be affected in the future, by a variety of factors, including those set out below. Throughput volumes NCC Group’s revenue is affected by the throughput volumes at each of its terminals. These volumes are in turn, to a large extent, affected by the total volume of containerised cargo in Russia. Container handling generates the most significant part of the revenues of the NCC Group. The share of revenue from cargo handling and storage services represented 98%, 96% and 96% of total revenue in 2010, 2011 and 2012, respectively. The following table sets out NCC Group’s throughput for the years ended 31 December 2010, 2011 and 2012 and 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) FCT ...... 1,160 1,174 1,058 525 540 ULCT...... - - 11 2 21 Total gross marine container throughput...... 1,160 1,174 1,069 527 561 LT...... 19 99 113 50 50 Total gross container throughput...... 1,179 1,273 1,182 577 611

NCC Group’s gross marine container throughput increased by 1% in 2011 compared to 2010 to 1,174 thousand TEUs. NCC Group’s gross marine container throughput decreased by 9% in 2012 compared to 2011 to 1,069 thousand TEUs. The overall decrease in NCC Group’s volumes between 2010 and 2012 was primarily caused by the shift by MSC of cargo volumes (a significant customer of FCT in 2010 and 2011) previously directed through FCT to Container Terminal Saint-Petersburg following the acquisition by Terminal Investment Limited (TIL) (an entity related to MSC) of a 20% equity interest in that terminal. This shift began in the second half of 2011, ahead of the formal acquisition of that interest in the first half of 2012. NCC Group’s inland container terminal LT started its operations in 2010. In 2011, container throughput at LT terminal increased 5.2 times compared to 2010, from 19 thousand TEUs to 99 thousand TEUs. The gross inland container throughput of the LT terminal in 2012 was 113 thousand TEUs, a 14% increase compared to 2011.

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Pricing NCC Group’s revenue is dependent upon the prices it charges for its services. The maximum prices NCC Group charges for cargo handling and storage services at FCT were regulated by the applicable Russian regulatory authority for the period until mid-2010 when the Federal Tariff Service, the Russian competent authority to regulate tariffs of port terminals, suspended the regulation of tariffs in the Big Port of St. Petersburg cluster, while maximum prices for those services at ULCT and LT are not currently, nor were they for the periods under review, regulated. The prices for NCC Group’s other services are, and were for the periods under review, unregulated. The prices NCC Group can charge for its services are driven by market demand. During the periods under review, contract prices were typically set towards the end of the calendar year for the following year. NCC Group generally agreed increases in the level of basic tariffs with its customers for 2011 and 2012 (excluding a congestion charge, which applied for part of 2011), while general tariff levels for 2013 have remained relatively unchanged compared to the levels for 2012. The following table sets out NCC Group’s revenue from cargo handling and storage services (in USD millions), NCC Group’s total marine container throughput and the revenue per TEU (in USD) for the years ended 31 December 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 Revenue from cargo handling and storage services...... USD million 254.4 304.5 242.2 Total marine container throughput ...... ‘000 TEUs 1,160 1,174 1,069 Revenue per TEU ...... USD per TEU 219 259 227

Revenue per TEU in 2011 increased by USD40 or 18% compared to 2010 mainly due to significant increases in the dwell time for containers as a result of severe winter conditions (which led to increased storage revenues), an increase in the level of basic tariffs and a congestion surcharge introduced by NCC Group in April 2011 in response to market conditions. Revenue per TEU in 2012 decreased by USD32 or 12% compared to 2011 mainly due to an industry wide decrease in the dwell time for containers in 2012 largely due to the wide-spread adoption of electronic customs clearance processes (which resulted in a decrease in revenue from storage services), improvements in the efficiency of its customers’ logistics operations and the cancellation in 2012 of the congestion surcharge referred to above, partially offset by an increase in the general tariff levels agreed with customers for 2012. Changes in NCC Group’s customer base NCC Group’s revenue is affected by changes in its customer base. In 2010, 2011 and 2012, approximately 76%, 74% and 76% of the gross container throughput at FCT was derived from main- line operators. The relatively stable throughput at FCT from main-line operators has provided FCT with a more stable revenue, compared to terminals that rely more heavily on feeder lines, cargo volumes from which typically vary more significantly, depending on market conditions. In the first half of 2012, TIL (an entity related to MSC, the second largest global main-line operator at FCT in 2010 and 2011), acquired a 20% equity interest in a competing terminal in St. Petersburg (Container Terminal Saint-Petersburg). While the effect of this was a significant decrease in container volumes from this customer at FCT, this was partially offset by increases in container volumes from some of FCT’s other customers. See also “—Throughput volumes”. Capacity From 2010 to 2012, NCC Group increased its capacity, with the LT terminal commencing its operations in 2010 (with an annual gross container handling capacity of 200 thousand TEUs) and with the launch of ULCT in December 2011 (with an estimated annual capacity of 440 thousand TEUs). As at 31 December 2012, the total estimated capacity of NCC Group’s terminals was 1,890 thousand TEU, including 200 thousand TEUs of inland terminal capacity at LT. NCC Group’s total utilisation rate across all terminals was 63% in 2012.

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The following table sets out the estimated annual capacity (as at the relevant year end) and annual capacity utilisation rate of NCC Group’s terminals for 2010, 2011 and 2012 and for the six months ended 30 June 2012 and 2013. Six months ended 30 Year ended 31 December June 2010 2011 2012 2012 2013 (‘000 TEUs) Capacity FCT ...... 1,250 1,250 1,250 1,250 1,250 ULCT ...... - 440 440 440 440 Total marine container capacity...... 1,250 1,690 1,690 1,690 1,690

LT (inland) ...... 200 200 200 200 200 Total container capacity...... 1,450 1,890 1,890 1,890 1,890

Capacity utilisation FCT ...... 93% 94% 85% 84% 86% ULCT ...... - - 3% 1% 10% Total marine container capacity utilisation rate...... 93% 69% 63% 62% 66%

LT (inland) ...... 10% 50% 57% 50% 50% Total container capacity utilisation rate ...... 81% 67% 63% 61% 65%

NCC Group’s ability to grow its gross container handling throughput further is, to a significant extent, limited by the expansion potential of its existing terminals. Any expansion will depend on then prevailing market conditions and various other factors. FCT As shown in the table above, NCC Group’s key terminal, FCT, has a gross annual container handling capacity of 1,250 thousand TEUs and works with a relatively high utilisation rate, which therefore limits growth in container volumes without additional investments. The utilisation rates at FCT were 93%, 94%, 85% and 86% in 2010, 2011, 2012 and six months of 2013, respectively. The potential for FCT to further increase its capacity is geographically constrained. The NCC Group estimates that FCT’s maximum potential annual capacity is approximately 1,500 thousand TEUs, a 20% increase in comparison to its current capacity. ULCT ULCT was launched in December 2011 and its throughput has been progressively increased since that time. As shown in the table above, its utilisation rate was 3% in 2012, being the first full year of its operation, and this reflected the initial commissioning and ramp-up of container volumes. However, ULCT’s utilisation rate increased to 10% in the first six months of 2013. Loans to shareholders and related borrowings In the periods under review, finance income derived from loans made by the NCC Group to certain of its shareholders and finance costs relating to borrowings used to fund those loans and have influenced its profitability, as further described below. Loans borrowed by NCC Group In December 2010, FCT entered into two loan agreements with Sberbank of Russia for a total principal amount of approximately USD710 million with the main purpose to provide loans to some of NCC Group’s shareholders to partly finance the purchase of a 50% stake in NCC Group from a third party, FESCO. In 2011 and 2012, these loans were partially refinanced with the main purpose to extend their maturity and decrease the effective borrowing costs. In May 2013, the NCC Group refinanced its existing loan facility from Sberbank of Russia with a principal amount of USD288 million, effectively extending its maturity to 2020 and making some of the financial covenants more favourable to the borrower. The terms of the new loan provide for repayments to begin in 2017, with the majority of the repayments falling due in 2018 and 2019. In June 2013, the NCC Group entered into an agreement with VTB Capital Plc for the amount of USD230 million with final repayment in 2020. Proceeds under this loan were used to refinance the

Page 148 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group existing loans in order to provide a better repayment schedule and more favourable covenant requirements for the NCC Group. The terms of this loan agreement require the payments to start in 2017, with the majority of repayments falling due in 2018 and 2019. In March 2013, the NCC Group also entered into a swap arrangement (the Swap Arrangement) with an affiliate of Sberbank of Russia to swap the payments under a Rouble-denominated loan from Sberbank of Russia (shown in NCC Group’s consolidated statement of financial position as at 31 December 2012 in an amount of USD212 million) into US dollars and to swap the floating rate of interest on that loan to a fixed rate. This arrangement was entered into to fix the interest costs under the relevant loan and to manage NCC Group’s Rouble currency exposure as its revenues are largely in US dollars. See also “Material Contracts and Related Party Transactions—NCC Group’s material contracts— Loan facilities”. Loans to shareholders In the periods under review, the NCC Group had several loans to its related parties outstanding, with balances as set out below, as at 31 December 2010, 2011 and 2012. As at 31 December 2010 2011 2012 (USD in millions) Perlen Holdings Limited ...... 652.6 539.5 568.3 FQ International Limited...... 60.2 88.1 77.5(1) Perlen Holdings Limited ...... - 88.1 77.5(1) Other related parties ...... 42.6 - - Other loans to third parties...... 0.1 - - Total loans receivable...... 755.5 715.7 723.3

______(1) In the first six months of 2013, a further USD8.5 million was advanced under each of these loans. The first three line items in the table above relate to funds initially advanced to certain of NCC Group’s shareholders to partly finance the purchase of a 50% stake in NCCGL from a third party, FESCO. At Closing, the outstanding balance (together with accrued interest) of the first line item in the table above will be transferred to Global Ports as part of the consideration for the NCC Acquisition of 100% of the shares in NCCGL. Prior to Closing, the second and third line items (totalling USD155.0 million as at 31 December 2012, together with an additional total amount of USD17.0 million advanced in the first half of 2013 as described in “—Recent Developments—Loans to shareholders” and all accrued interest) was set-off against non-cash dividends declared by the NCC Group. See “The NCC Acquisition”. Service mix The extent to which its customers purchase different services affects NCC Group’s revenues and margins. For example, an increase of the share of laden export containers compared with empty containers, which generally yield lower rates, should have a positive effect on NCC Group’s revenue and profitability, while a reduction in the average period containers are stored at NCC Group’s terminals would have a negative effect on profitability. Further, reefer containers generally generate higher revenue per container. In particular, industry-wide decreases in storage dwell time for containers in the second half of 2011 and the first half of 2012 resulted in decreases in revenue from storage services in the relevant periods. Seasonality The demand for certain of NCC Group’s services and certain of its expenses related to its container terminals tend to be seasonal. Historically, unless impacted by other factors, NCC Group’s container throughput has been lower during the first half of each year (and in particular, the first quarter of each year) and higher in the second half of the year. This has been due primarily to higher demand for consumer goods in the months prior to the winter holiday season. In addition, NCC Group’s staff costs reflect the payment of bonuses in the second half of the year.

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Operating leverage Some of NCC Group’s expenses fluctuate in line with increases or decreases in its throughput volume, while others remain more fixed and tend to increase or decrease as NCC Group’s cargo handling capacity is expanded or contracted. The expenses that fluctuate in line with changes in throughput volume include transportation expenses, fuel and electricity while expenses such as staff costs, depreciation of property, plant and equipment, rent and repair and maintenance expenses are more fixed. NCC Group seeks to manage its fixed and variable costs in response to changes in market conditions. Staff costs A large portion of NCC Group’s expenses are related to its staff. In 2010, 2011, 2012 and the first six months of 2013, staff costs and related taxes were 40%, 44%, 45% and 47% of NCC Group’s cost of sales, respectively, and 57%, 57%, 65% and 63% of NCC Group’s selling, general and administrative expenses, respectively. FCT has entered into a collective bargaining agreement in respect of its employees, which provides for, among other matters, wages indexation. The agreement is for the period until 31 January 2014. The NCC Group plans to start negotiating a new collective bargaining agreement with the employees at FCT shortly. Exchange rates Unless otherwise stated, the financial information contained in this appendix is presented in United States dollars (US dollars), while the functional currency of the majority of the companies within NCC Group is the Russian rouble (the Rouble). The individual financial statements of each entity in NCC Group are prepared in the currency of the primary economic environment in which the relevant entity operates (being its functional currency). The function currency for Russian subsidiaries of NCC Group is the Rouble and for Cypriot and British Virgin Islands subsidiaries, it is the US dollar. For the purposes of the consolidated financial statements, the results and financial position of each NCC Group entity are expressed in US Dollars, which is the functional currency of NCCGL and the presentation currency for the consolidated financial statements. In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (being foreign currencies) are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting date, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the reporting date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. For the purpose of presenting consolidated financial statements, the assets and liabilities of NCC Group’s foreign operations are translated into US dollars using exchange rates prevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences (recorded in Foreign currency translation reserve) arising, if any, are recognised in other comprehensive income and accumulated in equity (attributed to non-controlling interests, as appropriate). Cash flows are translated using the exchange rates existing at the dates of the significant transactions or at the average rate for a period. Resulting differences are presented separately as the effect of exchange rate changes on cash and cash equivalents. The following table sets out the rates for the conversion of Roubles/US dollars for the periods under review.

Page 150 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

Average rate for the Year Closing rate period Year ended 31 December 2010...... 30.4769 30.3692 Year ended 31 December 2011...... 32.1961 29.3874 Year ended 31 December 2012...... 30.3727 31.0938

RECENT DEVELOPMENTS Trading update Since 30 June 2013, the NCC Group’s performance has largely continued to follow the trends observed in the first half of 2013. There has been no significant change in the NCC Group’s financial or trading position since 30 June 2013, except as set forth in “—Recent developments—Trading update.”

Operating information The table below sets out the total gross container throughput of the NCC Group’s terminals for the periods indicated.

Month ended 30 31 30 31 July 31 August September October November 2013 2013 2013 2013 2013 (thousand TEUs) FCT ...... 91 95 91 97 86 ULCT ...... 7 5 6 7 7 Total gross marine container throughput ...... 98 100 97 104 93 LT...... 5 7 7 8 9 Total gross container throughput...... 103 107 104 112 102

Indebtedness In July 2013, the NCC Group borrowed a further USD20 million under a loan agreement with VTB Capital PLC, with a maturity in 2020. The loan was used to refinance some existing loans. The terms of the loan provide for repayments to begin in 2017, with the majority of repayments falling due in 2018 and 2019. 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 (the Eurogate Loan). 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 the Eurogate Loan was USD55,466 thousand. As at 30 June 2013, the scheduled cash principal repayments (excluding any interest or other amounts and excluding any effect or adjustment from the Swap Arrangement, but applying the relevant exchange rate under the Swap Arrangement) of NCC Group’s loans and borrowings from banks (excluding, for the avoidance of doubt, the Eurogate Loan) was as set out in the table below. This

Page 151 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group information is not prepared in accordance with IFRS and differs in its calculation from the presentation in NCC Unaudited Interim Financial Statements or the notes thereto.

As at 30 June 2013 (USD in millions) Due in the second half of 2013 ...... 55 Due in 2014...... 62 Due in 2015...... 40 Due in 2016...... 135 Due after 2016 ...... 645 Total loans and borrowings from banks(1)(2)...... 937

______

(1) The Rouble-denominated loans and borrowings from banks to which the Swap Arrangement relates are converted into US dollars at the rate under such swap. (2) Excludes the Eurogate Loan referred to above. As at 30 June 2013, the weighted average interest rate on NCC Group’s loans and borrowings was 6.4% per annum (calculated as the weighted average of loans and borrowings as at 30 June 2013, according to management accounts) and applying the applicable exchange rate under the Swap Arrangement (but excluding the effect of fees and commissions), which will differ to the calculation for the purposes of presentation in the notes to NCC Audited Annual Financial Statements). Acquisition of Balt Container In August 2013, NCC Group acquired LLC Balt Container, from NCC Group’s related party for USD0.3 thousand, in anticipation of the NCC Acquisition.

DESCRIPTION OF KEY LINE ITEMS The following discussion provides a description of the composition of the principal line items on NCC Group’s income statement for the periods presented. Revenue NCC Group generates revenue primarily from cargo handling and storage services. Revenue is measured at the fair value of the consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of sales related taxes. Revenue is recognised to the extent that it is probable that the economic benefits will flow to NCC Group and the revenue can be reliably measured. Revenue is reduced for estimated trade discounts and other similar allowances. Revenue from cargo handling services is recognised in the accounting period in which the services are rendered. Revenue from storage services is recognised on a straight-line basis over the accounting period in which the services are rendered. Cost of sales Cost of sales consists of staff costs and related taxes, services (which include electricity supply, security services and transportation services), property insurance, inventory costs (which include fuel, gas and spare parts), rent, repairs and maintenance and other expenses net. Gross profit Gross profit is calculated by subtracting cost of sales from revenue. Selling, general and administrative expenses Selling, general and administrative expenses consists of staff costs and related taxes, other third parties services, audit and consulting services, bank charges, rent, repair and maintenance, communication expenses and other expenses. Depreciation and amortisation expenses Depreciation and amortisation expenses consist of NCC Group’s depreciation and amortisation expenses.

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Other income/(expenses), net Other income/(expenses), net consists of taxes other than income taxes, loss on disposal of property, plant and equipment, other income/(expenses) net and prior period value added tax for refund (as applicable for the year ended 31 December 2011). Finance income Finance income includes interest income on bank balances, short-term bank deposits, and loans to related parties. Finance costs Finance costs include interest expenses on bank borrowings, on finance leases, on loans from related parties, and on loans from third parties. Foreign exchange gain/(loss), net Foreign exchange gain/(loss), net consist of foreign exchange gains and losses relating to certain non- financial assets and liabilities. Profit before income tax expense Profit before income tax expense is calculated by subtracting selling, general and administrative expenses, depreciation and amortisation expenses, other income/(expenses), net, finance income, finance costs and foreign exchange gain/(loss), net from gross profit. Income tax expense Income tax expense represents the sum of current and deferred income taxes. Profit for the period Profit for the period is calculated by subtracting income tax expense from profit before income tax expense.

RESULTS OF OPERATIONS FOR THE NCC GROUP FOR THE SIX MONTHS ENDED 30 JUNE 2012 AND 30 JUNE 2013 Financial information discussed in the following section is unaudited. The following table sets out the principal components of NCC Group’s consolidated income statement for the six months ended 30 June 2012 and 2013.

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Six months ended 30 June 2012 2013 (USD in thousands, except for percentages)

Revenue 119,610 131,801 Cost of sales...... (34,637) (36,753) Gross profit ...... 84,973 95,048 Depreciation and amortisation expenses ...... (14,646) (17,703) Selling, general and administrative expenses...... (7,678) (7,913) Operating profit ...... 62,649 69,432 Other (expenses)/income, net...... (5,087) (2,545) Finance income ...... 21,165 16,840 Finance costs ...... (35,340) (62,892) Foreign exchange loss, net ...... (2,373) (6,873) Profit before income tax expense...... 41,014 13,962 Income tax expense...... (10,436) (9,848) Profit for the period...... 30,578 4,114

Additional financial data* (non-IFRS) (1) Gross profit margin...... 71.0% 72.1% Adjusted EBITDA (USD thousands)...... 71,755 84,749 Adjusted EBITDA margin...... 60.0% 64.3% ______* This data is unaudited and is derived, not extracted from, the NCC Financial Information.

(1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the NCC Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part B: the NCC Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the NCC Group’s operating performance. They 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 NCC Group’s operating results as reported under IFRS. For further information on these limitations, see footnote (3) in “Selected Consolidated Financial and Operating Information—Part B: the NCC Group—Additional financial data (non-IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part B: the NCC Group—Reconciliation of Adjusted EBITDA to profit for the period”. Revenue NCC Group’s revenue primarily comprises cargo handling and storage services. NCC Group handles containers in its sea ports and containers and bulk cargoes in LT, its inland container terminal. NCC Group’s revenue is affected by the throughput volumes at each of its terminals. Container handling generates the most significant part of the revenues of NCC Group. The share of revenue from cargo handling and storage services represented 96.6% and 94.5% of total revenue in the six months ended 30 June 2012 and 2013, respectively. The following table sets out NCC Group’s throughput for the six months ended 30 June 2012 and 2013. Six months ended 30 June Terminal 2012 2013 (000 TEUs)

FCT ...... 525 540 ULCT ...... 2 21 Total marine container throughput ...... 527 561 LT (inland) ...... 50 50 Total ...... 577 611

NCC Group’s total marine container throughput increased by 6.5% in the six months ended 30 June 2013 compared to the six months ended 30 June 2012, to 561 thousand TEUs due to rapid ramp up of ULCT as well as growth of container throughput in FCT. FCT successfully managed to offset the decrease in throughput caused by the shift by MSC of cargo volumes (a significant customer of FCT in

Page 154 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

2010 and 2011) previously directed through FCT to Container Terminal Saint-Petersburg following the acquisition by Terminal Investment Limited (an entity related to MSC) of a 20% equity interest in that terminal, with increased throughput from other FCT’s customers. NCC Group’s inland container throughput at LT terminal remained broadly the same during the six months ended 30 June 2013 compared to the six months ended 30 June 2012. NCC Group’s revenue is also dependent upon the prices it charges for its services. The following table sets out NCC Group’s revenue from cargo handling and storage services (in USD thousands), NCC Group’s total marine container throughput and the revenue per TEU (in USD) for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 Revenue from cargo handling and storage services USD thousands 115,558 124,496 Total marine container throughput ‘000 TEUs 527 561 Revenue per TEU USD per TEU 219 222

Revenue per TEU in the six months ended 30 June 2013 remained broadly flat increasing by USD3 or 1.4% compared to the six months ended 30 June 2012. The following table sets out NCC Group’s revenue for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands) Cargo handling and storage services ...... 115,558 124,496 Rental income...... 2,845 2,928 Other ...... 1,207 4,377 Total revenue ...... 119,610 131,801

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. The increase was mainly driven by increased throughput at FCT and a ramp up of ULCT’s operating activity (being a new terminal that was only commissioned at the end of 2011) that led to growth in revenue from cargo handling and storage services during the six months ended 30 June 2013 compared to the six months ended 30 June 2012. Other revenue increased by 262.6% or USD3,170 from USD1,207 thousand for the six months ended 30 June 2012 to USD4,377 thousand for the six months ended 30 June 2013. This increase is partially due to the revenue generated by recently acquired port operations software development company. Cost of sales The following table sets out NCC Group’s cost of sales for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands) Staff costs and related taxes ...... (15,417) (17,186) Property insurance ...... (4,982) (6,078) Inventory costs ...... (4,736) (4,967) Services...... (5,650) (4,559) Rent...... (2,634) (2,453) Repair and maintenance...... (447) (747) Other expenses net ...... (771) (763) Total costs of sales...... (34,637) (36,753)

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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 ended 30 June 2013. The increase was 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. Staff cost and related taxes is the largest component of costs of sales, representing 44.5% and 46.8% of total cost of sales for the six months ended 30 June 2012 and 2013, respectively. Staff costs and related taxes increased by 11.5%, or USD1,769 thousand, from USD15,417 thousand for the six months ended 30 June 2012 to USD17,186 thousand for the six months ended 30 June 2013, mainly due to wage inflation and growth in total headcount as a result of increased throughput at FCT, an expansion of ULCT’s operating activity. Services decreased by 19.3%, or USD1,091 thousand, from USD5,650 thousand for the six months ended 30 June 2012 to USD4,559 thousand for the six months ended 30 June 2013, mainly due to one of NCC Group’s subsidiaries ceasing to render railway freight forwarding services. Inventory costs increased by 4.9%, or USD231 thousand, from USD4,736 thousand for the six months ended 30 June 2012 to USD4,967 thousand for the six months ended 30 June 2013, mainly due to increases in fuel prices and fuel consumption related to increased throughput at FCT, as well as the ramp-up of operations at ULCT. Repair and maintenance costs increased by 67.1%, or USD300 thousand, from USD447 thousand for the six months ended 30 June 2012 to USD747 thousand for the six months ended 30 June 2013, mainly due to postponement of certain repair and maintenance works from the first half of 2012 to the second half of 2012, increased throughput and equipment utilisation rate which resulted in correspondent increase of routine repair and maintenance works. Rent decreased by 6.9%, or USD181 thousand, from USD2,634 thousand for the six months ended 30 June 2012 to USD2,453 thousand for the six months ended 30 June 2013, mainly due to the reclassification of certain rent expenses from cost of sales to selling, general and administrative expenses. This was one-off reclassification and the NCC Group does not expect it to recur in the future. Gross profit Gross profit increased by 11.9%, or USD10,075 thousand, from USD84,973 thousand for the six months ended 30 June 2012 to USD95,048 thousand for the six months ended 30 June 2013, due to the factors discussed above. Gross profit margin increased from 71% for the six months ended 30 June 2012 to 72.1% for the six months ended 30 June 2013 as revenue increased more quickly than costs of sales. Selling, general and administrative expenses The following table sets out NCC Group’s selling, general and administrative expenses for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands) Staff costs and related taxes ...... (5,231) (4,986) Consulting services ...... (602) (742) Rent...... (130) (616) Other third parties services...... (586) (429) Bank charges ...... (128) (135) Repairs and maintenance...... (98) (98) Communication expenses...... (102) (74) Other expenses ...... (801) (833) Total selling, general and administrative expenses ...... (7,678) (7,913)

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

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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. Staff costs decreased by 4.7%, or USD245 thousand primarily due to a decrease in the number of administrative personnel offset in part by wage inflation. Consulting services increased by 23.3%, or USD140 thousand mainly as a result of additional terminal development consulting services purchased by ULCT. Rent increased by 373.8%, or USD486 thousand primarily as a result of the reclassification of certain rent expenses from cost of sales to selling, general and administrative expenses (see “—Cost of sales”). Depreciation and amortisation expenses Depreciation and amortisation expenses increased by 20.9%, or USD3,057 thousand, from USD14,646 thousand for the six months ended 30 June 2012 to USD17,703 thousand for the six months ended 30 June 2013, primarily due to the commissioning of new property plant and equipment primarily at ULCT in 2012 and in the six months ended 30 June 2013, resulting in a higher cost of property plant and equipment in the six months ended 30 June 2013 compared to the six months ended 30 June 2012. Other (expenses)/income, net The following table sets out NCC Group’s other (expenses)/income, net for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands) Taxes other than income tax...... (3,771) (2,087) Loss on disposal of property, plant and equipment ...... (840) (87) Other expenses, net ...... (476) (371) Other (expenses)/income, net total ...... (5,087) (2,545)

For the six months ended 30 June 2013, NCC Group’s other (expenses)/income, net, was USD2,545 thousand compared to other expenses, net, of USD5,087 thousand for the six months ended 30 June 2012. This change was primary due to the decrease of taxes other than income tax, represented by property tax by USD1,684 thousand which decreased as a result of introduction of local property tax incentive in ULCT, and the decrease of the loss on disposal of property, plant and equipment by USD753 thousand. Operating profit Operating profit increased by 10.8%, or USD6,783 thousand, from USD62,649 thousand for the six months ended 30 June 2012 to USD69,432 thousand for the six months ended 30 June 2013, due to the factors discussed above. Finance income The following table sets out NCC Group’s finance income for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands) Interest income on loans due from related parties ...... 20,634 16,620 Interest income on bank deposits...... 531 220 Finance income total...... 21,165 16,840

Finance income decreased by 20.4%, or USD4,325 thousand, from USD21,165 thousand for the six months ended 30 June 2012 to USD16,840 thousand for the six months ended 30 June 2013, primarily due to the accounting treatment of the discounting loans due to related parties.

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Finance costs The following table sets out NCC Group’s finance costs for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands)

Interest expenses on third parties loans ...... (33,541) (33,963)

Interest expenses on loan due to related parties...... (1,799) (1,332)

Unrealised loss on interest rate and cross currency swap fair value...... - (29,211)

Realised gain on interest rate and cross currency swap settlements...... 1,614 Finance costs total...... (35,340) (62,892)

Finance costs increased by 78%, or USD27,552 thousand, from USD35,340 thousand for the six months ended 30 June 2012 to USD62,892 thousand for the six months ended 30 June 2013, primarily due to the unrealised loss on interest rate and cross currency swap (discussed immediately below) of USD29,211 thousand, partially offset by the realised gain on interest rate and cross currency swap (discussed immediately below) of USD1,614 thousand, in each case accrued for the six months ended 30 June 2013, and the decreased interest expenses on loan due to related parties which represent discount effect from loans due to related parties. In March 2013, the NCC Group entered into a swap arrangement with a bank to swap the payments under a Rouble-denominated loan from a bank (shown in NCC Group’s consolidated statement of financial position as at 31 December 2012 in the amount of USD212 million and as at 30 June 2013 in the amount of USD197 million into US dollars and to swap the floating rate of interest on that loan to a fixed rate. This arrangement was entered into to fix the interest costs under the relevant loan and to manage NCC Group’s Rouble currency exposure as its revenues are largely in US dollars. Foreign exchange loss, net Foreign exchange loss, net, changed from a net loss of USD2,373 thousand for the six months ended 30 June 2012 to a net loss of USD6,873 thousand for the six months ended 30 June 2013. Profit before income tax expense Profit before income tax expense decreased by 66.0%, or USD27,052 thousand, from USD41,014 thousand for the six months ended 30 June 2012 to USD13,962 thousand for the six months ended 30 June 2013, due to the factors discussed above. Income tax expense Income tax expense was USD10,436 thousand and USD9,848 thousand for the six months ended 30 June 2012 and 2013, respectively. NCC Group’s effective tax rate for the six months ended 30 June 2012 and 2013, calculated as income tax expense divided by profit before income tax, was 25.44% and 70.53%, respectively, representing the best estimate of the average annual effective tax rate expected for the full year, applied to the pre- tax income of the six month period. The increase of effective tax rate for the six months ended 30 June 2013 compared to the six months ended 30 June 2012 rate was primarily due to the non-deductibility of certain expenses for income tax purposes and accumulation of additional tax losses by ULCT for which no deferred tax assets has been recognised. Profit for the period Profit for the period decreased by 86.5%, or USD26,464 thousand, from USD30,578 thousand for the six months ended 30 June 2012 to USD4,114 thousand for the six months ended 30 June 2013, due to the factors discussed above.

Page 158 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

RESULTS OF OPERATIONS FOR THE NCC GROUP FOR THE YEARS ENDED 31 DECEMBER 2010, 2011 AND 2012 The following table sets out the principal components of NCC Group’s consolidated income statement for the years ended 31 December 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 (USD in millions, except for percentages) Revenue...... 260.2 317.5 253.3 Cost of sales ...... (57.6) (64.3) (67.8) Gross Profit...... 202.6 253.2 185.5 Depreciation and amortization expenses...... (18.0) (20.1) (33.4) Selling, general and administrative expenses ...... (14.9) (15.2) (14.5) Operating profit...... 169.7 217.9 137.6 Other (expenses)/income, net...... (6.8) 9.7 (6.1) Finance income...... 6.0 54.9 40.0 Finance costs...... (8.3) (57.3) (72.0) Foreign exchange gain/(loss), net...... 3.5 (10.1) 7.9 Profit before income tax expense ...... 164.1 215.1 107.4 Income tax expense ...... (22.8) (30.7) (27.7) Profit for the period ...... 141.3 184.4 79.7

Additional financial data* (non-IFRS)(1) Gross profit margin...... 77.9% 79.7% 73.2% Adjusted EBITDA (USD thousands) ...... 181,357 230,765 163,954 Adjusted EBITDA margin ...... 69.7% 72.7% 64.7%

______* This data is unaudited and is derived, not extracted from, the NCC Financial Information.

(1) Gross profit margin, Adjusted EBITDA and Adjusted EBITDA margin are non-IFRS financial measures that are calculated by the NCC Group as described in footnotes (1) and (2) in “Selected Consolidated Financial and Operating Information—Part B: the NCC Group—Additional financial data (non-IFRS)”, respectively. They are presented as supplemental measures of the NCC Group’s operating performance. They 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 NCC Group’s operating results as reported under IFRS. For further information on these limitations, see footnote (3) in “Selected Consolidated Financial and Operating Information—Part B: the NCC Group—Additional financial data (non-IFRS)”, and for information on a reconciliation of Adjusted EBITDA to profit for the period, see “Selected Consolidated Financial and Operating Information—Part B: the NCC Group—Reconciliation of Adjusted EBITDA to profit for the period”.

Revenue Revenue primarily comprises cargo handling and storage services. NCC Group handles containers in its sea ports and containers and bulk cargoes in its inland facility, LT. The following table sets out NCC Group’s revenue for the years ended 31 December 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 (USD in millions) Cargo handling and storage services ...... 254.4 304.5 242.2 Rental income ...... 3.8 5.4 5.3 Other...... 2.0 7.6 5.8 Total revenue...... 260.2 317.5 253.3

NCC Group’s revenue increased by 22% from USD260.2 million in 2010 to USD317.5 million in 2011. The increase was mainly driven by a 20%, or USD50.1 million, increase in revenue from cargo handling and storage services. Revenue from cargo handling and storage services increased mainly due to a 1.2% increase in marine throughput and an 18% increase in revenue per TEU in 2011, compared with the previous year. See “—Key Factors Affecting NCC Group’s Financial Condition and Results of

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Operations—Throughput volumes” and “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Pricing”. In 2012, revenue decreased by 20% from USD317.5 million in 2011 to USD253.3 million in 2012. The decrease was mainly driven by a 20%, or USD62.3 million, decrease in revenue from cargo handling and storage services due to a 9% decrease in container throughput and a 12% decrease in revenue per TEU in 2012, compared with the previous year. See “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations – Throughput volumes” and “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Pricing”. Cost of sales The following table sets out NCC Group’s cost of sales for the years ended 31 December 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 (USD in millions) Staff costs and related taxes...... 23.3 28.5 30.2 Services ...... 10.7 12.0 10.3 Property insurance ...... 8.5 9.0 9.8 Inventory costs...... 6.2 8.9 9.2 Rent...... 1.9 2.9 4.6 Repair and maintenance ...... 6.7 1.4 2.0 Other expenses net...... 0.3 1.6 1.7 Total costs of sales ...... 57.6 64.3 67.8

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 (Russian CPI increased by 6.1%), increased throughput and the appreciation of the Rouble against the US dollar (with the average US dollar / Rouble exchange rate appreciating by 3.2% in 2011 as compared to 2010). Adjusted for exchange rate changes (assuming that all costs were in Roubles), NCC Group’s cost of sales in 2011 increased by 8% in 2011 as compared to 2010. Staff cost and related taxes is the largest component of costs of sales representing 40%, 44% and 45% of total cost of sales in 2010, 2011 and 2012, respectively. Staff costs and related taxes in 2011 increased by 22% or USD5.2 million as compared to 2010 mainly due to a 24%, or USD4.8 million, increase of both fixed and variable staff costs and related taxes at FCT following an increase in social taxes and general wages inflation, and the 1.2% increase in marine throughput. The services line item in 2011 increased by USD1.3 million or by 12% as compared to 2010 mainly due to the increase in throughput and increases in electricity prices and an increase in electricity consumption. Inventory costs in 2011 increased by USD2.7 million or by 44% as compared to 2010 mainly due to increases in fuel prices and fuel consumption related to new equipment at FCT, as well as the ramp-up of operations at LT. Repair and maintenance costs in 2011 decreased by USD5.3 million or by 79% as compared to 2010 mainly due to non-recurring repairs of pavements and quays at FCT in 2010. 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 (Russian CPI increased by 6.5%), partially offset by decreased throughput and the effect of depreciation of the Rouble against the US dollar (with the average US dollar / Rouble exchange rate depreciating by 5.8% in 2012 as compared to 2011). 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. Staff costs and related taxes in 2012 increased by USD1.7 million or 6% mainly due to the launch of ULCT in December 2011 which contributed USD2.4 million in staff cost in 2012 and the effect of wage and salary indexation, partially offset by a USD1.4 million or 6% decrease in staff costs at FCT caused by a decrease in throughput and by the effect of the depreciation of the Rouble against the US dollar.

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The services line item in 2012 decreased by USD1.7 million or 14% predominantly due to a decrease in the consumption of electricity and a decrease in third-party transportation expenses arising from the use of more cost-effective service providers. Rent costs increased by USD1.7 million or by 59% in 2012 mainly due to the launch of ULCT in December 2011, the rent for which was capitalised as part of the construction cost prior to its launch. Gross profit Gross profit increased by USD50.6 million or 25% from USD202.6 million in 2010 to USD253.2 million in 2011 due to the factors discussed above. Gross profit margin increased from 77.9% in 2010 to 79.7% in 2011 as revenue increased more quickly than costs of sales primarily due to the 18% increase in revenue per TEU in 2011. Gross profit decreased by USD67.7 million or 27% from USD253.2 million in 2011 to USD185.5 million in 2012 due to the factors discussed above. Gross profit margin decreased from 79.7% in 2011 to 73.2% in 2012 as marine throughput decreased 9% and cost of sales increased due to the launch of ULCT. Selling, general and administrative expenses The following table sets out NCC Group’s selling, general and administrative expenses 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 (USD in millions) Staff costs and related taxes...... 8.5 8.6 9.4 Other third parties services ...... 2.9 1.2 1.1 Audit and consulting services ...... 0.5 1.0 1.0 Bank charges...... - 0.4 0.3 Rent 1.4 1.2 1.0 Repair and maintenance ...... - 0.3 0.2 Communication expenses...... - 0.2 0.1 Other expenses...... 1.6 2.3 1.4 Total selling, general and administrative expenses...... 14.9 15.2 14.5

In 2011, selling, general and administrative expenses increased by USD0.3 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. The average exchange rate of US dollar decreased by 3.2% in 2011 compared to the average exchange rate in 2010. 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. The average exchange rate of the US dollar increased by 5.8% in 2012 compared to the average exchange rate in 2011. Staff costs and related taxes increased by USD0.8 million or 9% due to increased number of 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 USD0.9 million or 39% mainly due to a decrease in marketing expenses. Depreciation and amortisation expenses In 2011, depreciation and amortisation expenses increased by USD2.1 million or 12% from USD18.0 million in 2010 to USD20.1 million in 2011 primarily due to the launch of ULCT in December 2011 (and the related commissioning of property, plant and equipment leading up to the operational launch) and the effect of the appreciation of the Rouble against the US dollar. In 2012, depreciation and amortisation expenses increased by USD13.3 million or 66% from USD20.1 million in 2011 to USD33.4 million in 2012 primarily due to the full-year effect of the launch of ULCT, partially offset by the effect of the depreciation of the Rouble against the US dollar. Other income/(expenses), net The following table sets out NCC Group’s other income/(expenses), net for 2010, 2011 and 2012.

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Year ended 31 December 2010 2011 2012 (USD in millions) Prior period value added tax for refund ...... - 17.4 - Taxes other than income tax ...... (5.0) (6.0) (6.3) Loss on disposal of property, plant and equipment...... (0.1) - (0.1) Other expenses, net...... (1.7) (1.7) 0.3 Other income/(expenses), net total...... (6.8) 9.7 (6.1)

In 2011, NCC Group’s other income, net was USD9.7 million compared to other expenses, net of USD6.8 million in 2010. This change was primary due to a value added tax refund of USD17.4 million recognised in 2011 arising from a clarification of the treatment of certain stevedoring services for Russian tax purposes, resulting in NCC Group claiming a refund of certain amounts paid in respect of 2009 and 2010. Excluding the effect of the value added tax refund, in 2011, this line item would have been other expenses, net of USD7.7 million, or an increase of USD0.9 million or 13% compared to 2010. In 2012, NCC Group’s other expenses, net were USD6.1 million compared to other income, net of USD9.7 million in 2011. This change was primarily due to the non-recurring Russian value added tax refund referred to above recognised in 2011, an increase in 2012 of USD0.3 million in taxes other than income and a change in other expenses, net from USD1.7 million in 2011 to other income, net of USD0.3 million in 2012. Operating profit Operating profit increased by USD48.2 million or 28% from USD169.7 million in 2010 to USD217.9 million in 2011 due to the factors discussed above. Operating profit decreased by USD80.3 million or 37% from USD217.9 million in 2011 to USD137.6 million in 2012 due to the factors discussed above. Finance income The following table sets out NCC Group’s finance income for 2010, 2011 and 2012. Year ended 31 December 2010 2011 2012 (USD in millions) Interest income on loans due from related parties...... 4.1 54.6 39.0 Interest income on bank deposits...... 1.7 0.3 1.0 Other interest income ...... 0.2 - - Finance income total ...... 6.0 54.9 40.0 Finance income increased from USD6.0 million in 2010 to USD54.9 million in 2011 or by USD48.9 million due to the interest income on loans due from related parties (shareholders of NCC Group) in the amount of USD54.6 million recognised in 2011. The total amount of loans outstanding to related parties as at 31 December 2011 was USD715.7 million. See also “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Loans to shareholders and related borrowings”. Finance income decreased by USD14.9 million from USD54.9 million in 2011 to USD40.0 million in 2012 due to the decrease of interest income recognised on loans to related parties (shareholders of NCC Group) from USD54.6 million in 2011 to USD39.0 million in 2012 primarily due to a decrease in the interest rates charged on those loans. The total amount of loans outstanding to related parties as at 31 December 2012 was USD723.3 million. See also “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Loans to shareholders and related borrowings”. Finance costs The following table sets out NCC Group’s finance costs for 2010, 2011 and 2012.

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Year ended 31 December 2010 2011 2012 (USD in millions) Interest expenses on third parties loans...... 6.5 57.3 72.0 Interest expenses on loan due to related parties...... 1.8 - - Finance costs total...... 8.3 57.3 72.0

Finance costs increased by USD49.0 million from USD8.3 million in 2010 to USD57.3 million in 2011 due to the interest expenses on loans from third parties (which were mainly borrowed in December 2010; see also “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Loans to shareholders and related borrowings”), partially offset by the effect of the capitalisation of interest expenses associated with the construction of ULCT. Loans from third parties as at 31 December 2011 were USD1,040.8 million compared to USD1,012.8 million as at 31 December 2010. Finance costs increased by USD14.7 million from USD57.3 million in 2011 to USD72.0 million or by 26% in 2012 mainly due to the capitalisation in 2011 of some of the interest expense associated with the construction of ULCT, which did not occur in 2012 as ULCT was launched in December 2011. Foreign exchange gain/(loss), net Foreign exchange gain/(loss), net changed from a net gain of USD3.5 million in 2010 to a net loss of USD10.0 million in 2011. Foreign exchange gain/(loss), net changed from a net loss of USD10.1 million in 2011 to a net gain of USD7.9 million in 2012. See also “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Exchange rates”. Profit before income tax expense Profit before income tax expense increased by USD51.0 million or 31% from USD164.1 million in 2010 to USD215.1 million in 2011 due to the factors discussed above. Profit before income tax expense decreased by USD107.7 million or 50% from USD215.1 million in 2011 to USD107.4 million in 2012 due to the factors discussed above. Income tax expense Income tax expense was USD22.8 million, USD30.7 million and USD27.7 million in 2010, 2011 and 2012, respectively. NCC Group’s effective tax rate in 2010, 2011 and 2012, calculated as income tax expense divided by profit before income tax, was 14%, 14% and 26%, respectively. The increase of effective tax rate in 2012 was primarily due to an increase of USD7.0 million related to the effect of an unrecognised deferred tax asset related to tax losses generated at ULCT and a one-off USD5.7 million increase in deferred tax expenses arising from the change in tax rate at FCT from 15.5% to 20% from 2013, partially offset by a USD5.6 million decrease in current tax expenses in respect of the current year due to the decrease in profit before income tax expenses in 2012 compared to 2011 and the effect of deferred tax expense related to the origination and reversal of temporary differences. Profit for the period Profit for the period increased by USD43.1 million or 31% from USD141.3 million in the 2010 to USD184.4 million in 2011 due to the factors discussed above. Profit for the period decreased by USD104.7 million or 57% from USD184.4 million in 2011 to USD79.7 million in 2012 due to the factors discussed above.

LIQUIDITY AND CAPITAL RESOURCES General NCC Group’s liquidity needs arise primarily in connection with operating costs, capital maintenance and investment activities at its terminals and debt servicing. In the periods under review, NCC Group’s liquidity needs were met by revenues generated from operating activities and from loans and borrowings. NCC Group expects to fund its liquidity requirements in both the short- and medium-term with cash generated from operating activities and loans and borrowings.

Page 163 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

Cash flows for the six months ended 30 June 2012 and 2013 The following table sets out key selected items of NCC Group’s cash flow statement for the six months ended 30 June 2012 and 2013.

Six months ended 30 June 2012 2013 (USD in thousands)

Receipts from customers ...... 123,991 129,344 Other receipts ...... 27,272 5,842 Payments to suppliers and employees ...... (37,678) (37,880) Other payments ...... (14,852) (11,611) Cash generated from operations...... 98,733 85,695 Interest paid ...... (34,285) (37,346) Income tax paid...... (15,781) (9,573) Net cash from operating activities...... 48,667 38,776

Purchase of property, plant and equipment ...... (12,521) (5,270) Acquisition of subsidiary under common control...... (237) 516 Payments of loans given and time deposits...... (13,000) (17,015) Interest received ...... 524 247 Net cash used in investing activities ...... (25,234) (21,522)

Net cash outflows from borrowings and financial leases...... (21,766) (6,927) Dividends paid and other distributions to shareholders...... (15,000) (3,099) Net cash used in financing activities...... (36,766) (10,026)

Net cash from operating activities Net cash from operating activities was USD48,667 thousand during the six months ended 30 June 2012, comprising USD123,991 thousand in receipts from customers and USD27,272 thousand in other receipts (primarily consisting of refunds of VAT), offset by USD37,678 thousand in payments to suppliers and employees, USD14,852 thousand in other payments (consisting primarily of property taxes, VAT paid and other administrative expenses), USD34,285 thousand in interest paid and USD15,781 thousand in income tax paid. Net cash from operating activities was USD38,776 thousand during the six months ended 30 June 2013, comprising USD129,344 thousand in receipts from customers and USD5,842 thousand in other receipts (primarily consisting of refunds of VAT), offset by USD37,880 thousand in payments to suppliers and employees, USD11,611 thousand in other payments (consisting primarily of property taxes, VAT paid and other administrative expenses). Interest paid increased in the six months ended 30 June 2013 to USD37,346 thousand compared to the six months ended 30 June 2012 primarily due to the expenses related to the refinancing of existing bank indebtedness with the new loans. Income tax paid decreased in the six months ended 30 June 2013 to USD9,573 thousand compared to the six months ended 30 June 2012 primarily due to the income tax advance payments made in the second half of the year 2012 which were set off against the income tax payments in the six months ended 30 June 2013. Net cash used in investing activities Net cash used in investing activities during the six months ended 30 June 2012 was USD25,234 thousand and was largely driven by purchases of property, plant and equipment (capital expenditures on a cash basis) of USD12,521 thousand mainly relating to the development of ULCT as well as expenditure at FCT, and net cash outflow of USD13,000 thousand from payments of loans given and time deposits and cash received on settlement of loans and time deposits. Net cash used in investing activities during the six months ended 30 June 2013 was USD21,522 thousand and was largely driven by purchases of property, plant and equipment (capital expenditures on a cash basis) of USD5,270 thousand (see “—Capital expenditures (on a cash basis)”) and by loans of USD17,015 thousand provided to related parties (shareholders of NCC Group).

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Net cash used in financing activities Net cash used in financing activities during the six months ended 30 June 2012 was USD36,766 thousand, driven mainly by a net cash outflow of USD21,766 thousand from borrowings and financial leases and a cash outflow in the form of dividends paid and other distributions to shareholders of USD15,000 thousand. Net cash used in financing activities during the six months ended 30 June 2013 was USD10,026 thousand, driven mainly by a net cash outflow of USD6,927 thousand from borrowings and financial leases and a cash outflow in the form of the other distributions to shareholders of USD3,099 thousand. Cash flows for 2010, 2011 and 2012 The following table sets out key selected items of NCC Group’s cash flow statement for the years ended 31 December 2010, 2011 and 2012.

Year ended 31 December 2010 2011 2012 (USD in millions)

Receipts from customers ...... 286.3 329.1 265.2 Other receipts...... 15.9 25.4 36.8 Payments to suppliers and employees...... (96.9) (76.1) (74.8) Other payments...... (21.3) (48.7) (27.4) Cash generated from operations ...... 184.0 229.7 199.8 Income tax paid...... (22.1) (30.4) (26.8) Interest paid...... (10.8) (77.2) (66.9) Net cash from operating activities...... 151.1 122.1 106.1

Purchase of property, plant and equipment...... (45.2) (84.0) (18.5) Cash received on settlement of loans receivable and time deposits...... 8.1 221.8 20.0 Payments of loans given and time deposits ...... (713.6) (182.5) (33.0) Acquisition of subsidiary under common control ...... - - (0.2) Interest received...... 1.7 0.4 1.0 Proceeds from disposal of property, plant and equipment...... 0.8 - - Net cash used in investing activities...... (748.2) (44.3) (30.7)

Net cash outflows from borrowings and financial leases...... 801.4 10.4 (54.6) Dividends paid ...... (218.0) (49.4) (44.0) Distributions to shareholders paid ...... (7.1) - - Net cash (used in)/from financing activities ...... 576.3 (39.0) (98.6)

Net cash from operating activities Net cash from operating activities was USD151.1 million in 2010 comprising USD286.3 million in receipts from customers and USD15.9 million in other receipts (primarily consisting of refunds of VAT) offset by USD96.9 million in payments to suppliers and employees, USD21.3 million in other payments (consisting primarily of property taxes, VAT paid and other administrative expenses), USD22.1 million in income tax paid and USD10.8 million in interest paid. Net cash from operating activities was USD122.2 million in 2011 comprising USD329.1 million in receipts from customers and USD25.4 million in other receipts (primarily consisting of refunds of VAT) offset by USD76.1 million in payments to suppliers and employees, USD48.7 million in other payments (consisting primarily of property taxes, VAT paid and other administrative expenses). Interest paid increased in 2011 to USD77.2 million due to payment of accrued interest on the loans obtained from third parties obtained towards the end of 2010, as well as the prepayment of these loans and payment of fees and commissions arising from the refinancing of indebtedness from third party banks. Net cash from operating activities was USD106.1 million in 2012 comprising USD265.2 million in receipts from customers and USD36.8 million in other receipts (primarily consisting of refunds of

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VAT, including receipt of some of the VAT refund discussed at “—Other income/(expenses), net” above) offset by USD74.8 million in payments to suppliers and employees, USD27.4 million in other payments (consisting primarily of property taxes, VAT paid and other administrative expenses. Interest paid in 2012 was USD66.9 million. Net cash used in investing activities Net cash used in investing activities in 2010 was USD748.2 million and was largely driven by the loan provided to the related parties (shareholders of NCC Group). See “—Key Factors Affecting NCC Group’s Financial Condition and Results of Operations—Loans to shareholders and related borrowings”. As at 31 December 2010, the total loans receivable from related parties amounted to USD755.5 million. Purchases of property, plant and equipment (capital expenditures on a cash basis) amounted to USD45.2 million during the same period, primarily relating to the development of ULCT as well as some expenditure at FCT. Net cash used in investing activities in 2011 was USD44.3 million. In 2011, purchases of property, plant and equipment (capital expenditures on a cash basis) of USD84.0 million, primarily relating to the development of ULCT as well as some expenditure at FCT, were partially offset by a net cash inflow of USD39.3 million of payments of loans given and time deposits and proceeds from loans receivable. Net cash used in investing activities during 2012 was USD30.7 million driven mainly by purchases of property, plant and equipment (capital expenditures on a cash basis) of USD18.5 million mainly relating to the development of ULCT as well as expenditure at FCT, and net cash outflow of USD13.0 million of payments of loans given and time deposits and cash received on settlement of loans and time deposits. Net cash (used in)/from financing activities Net cash from financing activities in 2010 was USD576.3 million driven mainly by a net cash inflow of USD801.4 million from borrowings and financial leases partially offset by a cash outflow in the form of dividends paid of USD218.0 million. Net cash used in financing activities during 2011 was USD39.0 million, driven mainly by a net cash inflow of USD10.4 million from borrowings and financial leases and a cash outflow in the form of dividends paid of USD49.4 million. Net cash used in financing activities during 2012 amounted to USD98.6 million driven mainly by a net cash outflow of USD54.6 million from borrowings and financial leases and a cash outflow in the form of dividends paid of USD44.0 million. Capital expenditures 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. Capital expenditures on a cash basis in 2010, 2011 and 2012 amounted to USD45.2 million, USD84.0 million and USD18.5 million, respectively. These expenditures primarily related to the completion of ULCT which began operations in December 2011. Currently, budgeted capital expenditures (on a cash basis) in 2013 amount to approximately USD10 million (including VAT), and relate to the purchase of equipment at FCT, further completion works at ULCT and maintenance capital expenditure at FCT.

LOANS AND BORROWINGS For details of NCC Group’s loans and borrowings as at 31 December 2012 and 30 June 2013, see Note 20 (Loans and borrowings) of the NCC Group Audited Annual Financial Statement and Note 19 (Loans and borrowings) of the NCC Group Unaudited Interim Financial Information incorporated by reference in this document. See “Documents Incorporated by Reference”. The following table sets out NCC Group’s secured and unsecured loans and borrowings as at 31 December 2012 and 30 June 2013.

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As at 31 December As at 30 June 2012 2013 (USD in thousands) Secured ...... 930,417 908,105 Unsecured...... 73,324 70,363 Total borrowings...... 1,003,741 978,468

As at 30 June 2013, NCC Group was in compliance of all debt covenants. For changes to NCC Group’s borrowings since 31 December 2012, see Note 19 (Loans and borrowings) to the NCC Group Interim Financial Information. The following table sets out NCC Group’s loans and borrowings as at 31 December 2012 and 30 June 2013 by currency.

As at 31 December As at 30 June 2012 2013 (USD in thousands) RUB ...... 211,881 196,667 EUR ...... 21,452 14,613 USD ...... 770,408 767,188 Total borrowings...... 1,003,741 978,468

For information concerning a swap arrangement entered into in 2013 in respect of certain Rouble- denominated borrowings, see Note 24 (Fair value) of the NCC Unaudited Interim Financial Information.

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The following table sets out NCC Group’s loans and borrowings as at 31 December 2010, 2011 and 2012. 2010 2011 2012 Weighted average or Weighted Weighted effective average average interest USD interest USD interest USD Currency rate millions rate millions rate millions Short-term borrowings Secured Short-term borrowings -third parties ...... RUB 9.20% 0.9 10.60% 0.6 10.87% 0.6 Short-term borrowings -third parties ...... EUR 4.0% 13.4 4.43% 13.5 3.44% 13.3 Short-term borrowings -third 4. 0%- parties ...... USD 5.5% 74.6 4.98% 31.5 5.6% 259.7 Total secured short-term borrowings ...... 88.9 45.6 273.6

Unsecured Short-term borrowings -related parties ...... RUB 8% 0.7 0% 0.2 - - Short-term borrowings -related parties ...... USD 7.20% 38.5 7.20% 0.7 7.21% 0.1 Short-term borrowings -third parties ...... EUR 5% 0.8 - - - - Short-term borrowings -third parties ...... USD 3.3%-6% 46.0 4.50% 25.1 6.03% 29.3 Total unsecured short-term borrowings ...... 86.0 26.0 29.4

Total short-term borrowings...... 174.9 71.6 303.0

Long—term borrowings Secured Long-term borrowings -third parties ...... RUB 9% 210.5 10.82% 199.2 10.87% 211.2 Long-term borrowings -third parties ...... EUR 4% 33.6 4.38% 20.9 3.42% 8.2 Long-term borrowings -third parties ...... USD 4.2%-8.7% 612.5 6.03% 717.1 5.67% 437.4 Total secured long-term borrowings ...... 856.6 937.2 656.8

Unsecured Long-term borrowings -related parties ...... RUB 8% 0.4 - - - - Long-term borrowings -related parties ...... USD 7.20% 9.0 - - - - Long-term borrowings -third parties ...... USD 4-10% 20.2 4.63% 32.9 8.77% 43.9 Long-term borrowings -third parties ...... EUR 5% 0.3 - - - - Total unsecured long-term borrowings ...... 29.9 32.9 43.9

Total long-term borrowings ...... 886.5 970.1 700.7 Total borrowings...... 1,061.4 1,041.7 1,003.7

Page 168 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

The following table sets out NCC Group’s secured and unsecured loans and borrowings as at 31 December 2010, 2011 and 2012. As at 31 December 2010 2011 2012 (USD in millions) Secured ...... 945.5 982.8 930.4 Unsecured...... 115.9 58.9 73.3 Total borrowings...... 1,061.4 1,041.7 1,003.7

In June 2013, the NCC Group entered in a USD230 million loan agreement with VTB Capital Plc, with a maturity in 2020. In July 2013, the NCC Group borrowed a further USD20 million under this loan agreement. The loan was used to refinance some existing loans. The terms of this loan provide for repayments to begin in 2017, with the majority of repayments falling due in 2018 and 2019. As at 31 December 2012, 93% of NCC Group’s loans and borrowing were secured. NCC Group’s loans and borrowings were secured by: ● property, plant and equipment of FCT, ULCT and LT with a carrying value of USD246.7 million (2011: USD182.5 million, 2010: USD173.2 million); ● 100% of the shares in LT (2011and 2010: 100% of the shares in LT); ● 90% (plus 1 share) of the shares in FCT (2011: 100% of the shares in FCT, 2010: 75% (minus 1 share) of the shares in FCT); ● 60% of the shares in ULCT (2011 and 2010: 60% of the shares in ULCT). As at 31 December 2012, all borrowings provided by related parties with off-market interest rates were stated at amortised cost using effective interest rate of 7.21% (2011: 7.2%, 2010: from 7.21% to 10.68%), based on estimates of market rates on initial recognition. In the periods under review, the majority of NCC Group’s borrowings contain covenants imposed on NCCGL and certain subsidiaries of NCC Group. The borrowing agreements require the relevant borrower to comply with certain general and financial covenants and reporting requirements. The general covenants include maintaining a certain level of borrowings, revenue turnover, and cash outflows, and the financial covenants include maintaining certain levels of liquidity, profitability, efficiency, debt coverage, and net assets ratios. In case of a covenant breach, the relevant lender may request acceleration of its loan repayment. 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). Accordingly, as at 31 December 2012, this loan was presented as a current liability in the amount of USD226.1 million. In April 2013, NCC Group received a waiver from that bank, and subsequently, the loan was repaid. Except for the matter described above, NCC Group was in compliance with all restrictive covenants of the existing borrowings at 31 December 2012. For changes to NCC Group’s borrowings since 31 December 2012, see “—Recent Developments—Indebtedness”. The following table sets out NCC Group’s loans and borrowings as at 31 December 2010, 2011 and 2012 and as at 30 June 2013 by currency. As at 31 December As at 30 June 2010 2011 2012 2013 (USD in thousands) RUB ...... 212,446 200,056 211,881 196,667 EUR ...... 48,153 34,358 21,452 14,613 USD ...... 800,798 807,322 770,408 767,188 Total loans and borrowings...... 1,061,397 1,041,736 1,003,741 978,468

For information concerning a swap arrangement entered into in 2013 in respect of certain Rouble- denominated borrowings, see “—Recent Developments—Indebtedness”.

Page 169 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

The following table sets out NCC Group’s loans and borrowings for the years ended 31 December 2010, 2011 and 2012 by maturity (including interest and principal). As at 31 December 2010 2011 2012 (USD in thousands) At call...... - - 226,127(1) Due within one month ...... 5,688 6,626 1,395 Due from one to three months...... 33,647 18,553 15,714 Due from three to twelve months...... 221,706 98,812 108,389 (1) Total current portion repayable in one year ...... 261,041 123,991 351,625

Due from two to five years...... 877,281 950,738 815,950 Due thereafter...... 231,224 197,843 4,812 Total loans and borrowings...... 1,369,546 1,272,572 1,172,387

______

(1) As discussed above, a loan in the amount of USD226.1 million was presented in current liabilities as at 31 December 2012 as the NCC Group did not comply with certain financial covenants stipulated in the relevant loan agreement, which entitled the relevant lender 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. The following table sets out the principal amount of NCC Group’s loans and borrowings for the six months ended 30 June 2013 by maturity. As at 30 June 2013

(USD in thousands) Due within one month ...... 21,096 Due from one to three months...... 19,665 Due from three to twelve months...... 60,970 Total current portion repayable in one year ...... 101,731

Due from two to five years...... 441,607 Due thereafter...... 435,130 Total loans and borrowings...... 978,468

For further information on the maturity profile of NCC Group’s debt, see “—Recent Developments— Indebtedness”.

CAPITAL COMMITMENTS Construction of container terminals The NCC Group has entered into a number of contracts in connection with the construction of facilities at ULCT and the expansion of existing facilities during the periods under review. Outstanding commitments in respect of these contracts as at 30 June 2013 were approximately USD10,000 thousand. Operating leases – NCC Group as a lessee The NCC Group leases certain equipment and office premises. Future minimum rental payments under non-cancellable operating leases at the reporting date are as follows:

Page 170 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group

As at 31 December As at 30 June 2010 2011 2012 2013 (USD in millions) Not later than one year...... 3.2 4.0 3.8 3.4 Later than one year and not later than five years ...... 12.0 14.9 12.6 11.5 Later than five years ...... 83.7 104.1 76.5 69.0 Total ...... 98.9 123.0 92.9 83.9

Operating leases – NCC Group as a lessor The NCC Group leases certain non-residential premises and land plots at some of its terminals. The relevant operating lease arrangements are mostly cancellable and have an average life of about one year. Non-cancellable arrangements have terms from 1 to 5 years. Future minimum lease receivables under non-cancellable operating leases at the dates specified are as follows: As at 31 December As at 30 June 2010 2011 2012 2013 (USD in millions)

Not later than one year...... 2.3 3.0 3.1 2.6 Later than one year and not later than five years ...... 7.4 6.7 3.3 1.6 Total ...... 9.7 9.7 6.4 4.2

Page 171 HISTORICAL FINANCIAL INFORMATION

See the GPI Audited Annual Financial Statements, the GPI Unaudited Interim Financial Information, the NCC Audited Annual Financial Statements and the NCC Unaudited Interim Financial Information incorporated by reference in this Prospectus as described in “Documents Incorporated by Reference”.

Page 172

Unaudited Pro Forma Condensed Consolidated Financial Information

PART B UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL INFORMATION Global Ports Investments PLC (the Company, together with its subsidiaries, the GPI Group) has entered into binding arrangements to acquire 100% of the share capital of NCC Group Limited (together with its subsidiaries, the NCC Group) on the terms and conditions described below (the NCC Acquisition). The following unaudited pro forma statement of net assets as at 30 June 2013 and related notes (the Unaudited Pro Forma Financial Information) as of 30 June 2013 is presented to illustrate the effects of the following transactions: (a) acquisition by the GPI Group of the NCC Group; (b) the associated borrowings taken by the GPI Group to fund the NCC Acquisition; and (c) the issuance of ordinary shares by the Company to Ilibrinio Establishment Limited and Polozio Enterprises Limited (the Sellers) as part of the purchase consideration for the NCC Acquisition (the Share Issue). The NCC Acquisition also includes a call option for the Company to acquire 50% of the Illichevsk Container Terminal (CTI) for the strike price of USD 60 million adjusted for the proportionate amount of the net debt at the time of exercise from NCC Group's current shareholders. The term of the call option is three years following the closing of the NCC Acquisition. The Board of Directors considers that the fair value of this option is immaterial, and accordingly has no impact on the Unaudited Pro Forma Financial Information. 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 of the GPI Group. The Unaudited Pro Forma Financial Information has been prepared based on the GPI Group’s Financial Information, which has been extracted from, and should be read in conjunction with: (a) the Interim Condensed Consolidated Financial Information of the GPI Group, prepared in accordance with International Accounting Standard 34 “Interim Financial Reporting” (IAS 34) as adopted by the European Union, as of and for the six months ended 30 June 2013; and (b) the 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. The Unaudited Pro Forma Financial Information as of 30 June 2013 was prepared as if (i) the NCC Group acquisition had occurred, (ii) the Company issued new shares, (iii) the associated borrowings related to NCC Group acquisition were received, and (iv) the loans provided by the NCC Group to related parties of its shareholders were settled, as of 30 June 2013. The Unaudited Pro Forma Financial Information has been prepared in a form consistent with the accounting policies adopted in the audited consolidated financial statements of the GPI Group as at and for the year ended 31 December 2012 prepared in accordance with EU IFRS and Cyprus Companies Law, Cap 113. All pro forma adjustments are directly attributable to the NCC Acquisition and factually supportable. In order to be consistent with the GPI Group’s accounting policies, certain reclassifications have been made to the NCC Group financial information included in the Unaudited Pro Forma Financial Information. See “III—Reclassifications to NCC Group’s historical financial information”. No account has been taken of the trading of the GPI Group or the NCC Group respectively since 30 June 2013.

Page 175 Unaudited Pro Forma Condensed Consolidated Financial Information

The NCC Acquisition will involve the following assumptions that have been reflected in the Unaudited Pro Forma Financial Information: Pre-closing: ● Non-cash settlement of the short-term loans receivable by the NCC Group from the immediate parent companies of the Sellers, to be offset with a dividend to be declared by the NCC Group prior to closing. The amount of these loans was USD 172 million as of 30 June 2013. At closing of the NCC Acquisition: ● Bank borrowings to be obtained by the GPI Group of USD 238 million to finance the cash consideration to the Sellers of USD 229 million; ● In addition to the cash consideration of USD 229 million payable to the Sellers on Closing there is a contingent consideration of approximately USD 62 million (the Holdback Amount) which will be payable prior to 1 January 2015 upon the fulfilment of certain conditions by the Sellers as set out below. The GPI Group will recognise a liability in relation to the contingent consideration payable to the Sellers at its estimated fair value in the amount of USD 55 million as at 30 June 2013; ● 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; and ● Assignment of the long-term loan receivable by the NCC Group from the immediate parent company of one of the Sellers to the GPI Group. The amount of this loan was USD 583 million as of 30 June 2013. As such, the amount will subsequently be eliminated on consolidation of the Enlarged Group and will not affect the amount of the total consolidated debt. 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 Holdback Amount of USD 62 million, 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.

Page 176 Unaudited Pro Forma Condensed Consolidated Financial Information

Unaudited Pro Forma Interim Statement of Net Assets As at 30 June 2013 Pro GPI NCC Pro forma forma Group1 Group2 adjustments3 Group Notes (USD 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 related parties...... 1 172 (172) 1 C 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

Notes to the Unaudited Pro Forma Financial Information I. NCC Acquisition The NCC Acquisition will be accounted for using the purchase method of accounting. The GPI Group will recognise in its consolidated financial statements the assets 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:

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, which is incorporated by reference into this Prospectus. 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. See accompanying “— Reclassifications to NCC Group’s historical financial information”.

3 For details of the adjustments, see “— Notes to the Unaudited Pro Forma Financial Information”.

Page 177 Unaudited Pro Forma Condensed Consolidated Financial Information

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 assigned*...... 748 NCC Group’s net assets acquired at book value...... 418 Less NCC Group loans receivable due from a related party of one of the Sellers assigned to the Group on Closing...... (583) B Less special dividends to settle short-term loans due from related parties of the Sellers...... (172) C Less acquired goodwill of NCC Group...... (99) A Book value of net identifiable liabilities acquired* ...... (436) Goodwill and other intangible assets arising on the acquisition of the NCC Group ...... 1,184 A

* 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. A change in the market share price of the GDRs by 15% would result in a change of USD70 million in the consideration payable for and the goodwill arising on the NCC Acquisition. 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

Page 178 Unaudited Pro Forma Condensed Consolidated Financial Information 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 as at 30 June 2013 in the amount of USD 55 million discounted at the effective interest rate of 8.48%. III Reclassifications to NCC Group’s historical financial information Certain reclassification adjustments have been made to the NCC Group Condensed Consolidated Interim 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. The NCC Group’s financial information below should be read in conjunction with the NCC Group Condensed Consolidated Interim Financial Information as of and for the six months ended 30 June 2013.

Page 179 Unaudited Pro Forma Condensed Consolidated Financial Information

Reclassification of NCC Group Consolidated Balance Sheet: As at 30 June 2013 Historical NCC Reclassification Reclassified Group1 adjustments Notes NCC Group (in USD millions) ASSETS Non-current assets 1,214 - 1,214 Goodwill...... 99 (99) a - Property, plant and equipment...... 524 (9) b, c 516 Finance lease receivables...... 2 (2) c - Loans receivable...... 583 (583) c - Intangible assets ...... - 99 a 99 Prepayments for property, plant and equipment ... - 9 b 9 Deferred tax asset...... 4 - 4 Other non-current assets...... 2 (2) c - Trade and other receivables...... - 586 c 586 incl. loans to related parties - 583 583 Current assets...... 246 - 246 Inventories ...... 3 - 3 Trade and other receivables...... 24 175 d 199 incl. loans to related parties...... 172 172 Advances paid and prepaid expenses...... 2 (2) d - Taxes reimbursable and prepaid...... 1 (1) d - Loans receivable and time deposits ...... 172 (172) d - Cash and cash equivalents...... 44 - 44 TOTAL ASSETS ...... 1,460 - 1,460

EQUITY AND LIABILITIES Total equity...... 406 - 406 Equity attributable to the owners of the parent 418 - 418 Non-controlling interest...... (12) - (12) Total liabilities ...... 1,054 - 1,054 Non-current liabilities...... 942 - 942 Liability on currency and interest rate swap...... 29 (29) e - Loans and borrowings...... 877 (877) e - Borrowings ...... - 908 e 908 Deferred tax liabilities ...... 34 - 34 Long-term obligations under finance leases...... 2 (2) e -

Current liabilities 112 - 112 Loans and borrowings...... 102 (102) g - Borrowings ...... - 102 g 102 Taxes payable...... 2 (2) f - Trade and other payables ...... 2 7 f 9 Current income tax liabilities ...... 1 - 1 Other current liabilities and accrued expenses...... 5 (5) f - TOTAL EQUITY AND LIABILITIES ...... 1,460 - 1,460

Reclassification adjustments made in the Consolidated Balance Sheet are summarised below: a) “Goodwill” in the total amount was included under “Intangible assets”. b) “Prepayments for property, plant and equipment” were shown separately from “Property, plant and equipment”. c) Non-current “Finance lease receivables”, non-current “Loans receivable” and “Other non- current assets” (except for USD 1 million as at 30 June 2013 of spare parts which were

1 The financial information for the NCC Group has been extracted, without material adjustments, 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.

Page 180 Unaudited Pro Forma Condensed Consolidated Financial Information

included under Property, plant and equipment) were included under non-current “Trade and other receivables”. d) “Trade and other receivables”, “Advances paid and prepaid expenses”, “Finance lease receivables”, “Taxes reimbursable and prepaid” and “Loans receivable and time deposits” were included under the current portion of “Trade and other receivables”. e) “Liability on currency and interest rate swap”, non-current “Loans and borrowings” and “Long-term obligations under finance leases” were included under the non-current portion of “Borrowings”. f) “Trade and other payables”, “Taxes payable” and “Other current liabilities and accrued expenses” were included under the current portion of “Trade and other payables”. g) Current “Loans and borrowings” and “Short-term obligations under finance leases” were included under the current portion of “Borrowings”.

Page 181 CAPITALISATION AND INDEBTEDNESS STATEMENT

The following table sets forth the GPI Group’s capitalisation as at 30 June 2013 on a historical basis as extracted from the GPI Unaudited Interim Financial Information. For further information regarding the GPI Group’s financial position, see “Selected Consolidated Financial and Operating Information”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI group” and the GPI Unaudited Interim Financial Information.

As at 30 June 2013 (USD in thousands) Current...... 99,390 Non-current...... 303,009 Total borrowings ...... 402,399

Equity attributable to the owners of the Company...... 705,053 Share capital...... 47,000 Share premium ...... 454,513 Capital contribution ...... 101,300 Translation reserve ...... (166,086) Transactions with non-controlling interest...... (210,376) Retained earnings ...... 478,702 Non-controlling interest...... 2,307 Total equity...... 707,360 Total capitalisation ...... 1,109,759

Since 30 June 2013 until 30 November 2013, the GPI Group’s indebtedness under is existing facilities has decreased by USD34 million. Following completion of the NCC Acquisition, a further USD400 million is expected to be drawn down. For the indebtedness of the NCC Group to be acquired as part of the NCC Acquisition, see “Unaudited Pro Forma Condensed Consolidated Financial Information”. Since 30 June 2013, there have been no significant changes in the capitalisation of the GPI Group.

Page 182 DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE

DIRECTORS As at the date of this Prospectus, the membership of the Board of Directors is as set out below. Year of Name birth Current position Since Mr. Nikita Mishin ...... 1971 Chairman of the Board of Directors, non-executive director 2008 Mr. Kim Fejfer ...... 1965 Vice Chairman of the Board of Directors, non-executive director 2013 Dr. Alexander Nazarchuk...... 1969 Member of the Board of Directors, executive director 2008 Mr. Tiemen Meester ...... 1964 Member of the Board of Directors, non-executive director 2013 Mr. George Sofocleous...... 1980 Member of the Board of Directors, non-executive director 2013 Mr. Constantinos Economides ...... 1975 Member of the Board of Directors, non-executive director 2013 Mrs. Chrystalla Stylianou...... 1983 Member of the Board of Directors, non-executive director 2013 Mrs. Laura Michael...... 1985 Member of the Board of Directors, non-executive director 2013 Mr. Alexander Iodchin...... 1981 Member of the Board of Directors, executive director 2008 Capt. Bryan Smith...... 1946 Member of the Board of Directors, senior independent non- 2008 executive director Mrs. Siobhan Walker ...... 1967 Member of the Board of Directors, independent non-executive director 2011 Mr. Mikhail Loganov...... 1981 Member of the Board of Directors, executive director 2008 Mr. Konstantin Shirokov ...... 1974 Member of the Board of Directors, non-executive director 2008 Mr. Michael Thomaides ...... 1967 Member of the Board of Directors, executive director 2008

Mr. Nikita Mishin—Chairman of the Board of Directors Mr. Mishin was appointed as a non-executive member of the Board of Directors and elected and re-elected as its chairman in December 2008 and May 2013, respectively. In addition, Mr. Mishin has served as a chairman of the board of directors of Petrolesport since June 2007 and a chairman of the board of directors of VSC since October 2005. Mr. Mishin is also the head of the Moscow representative office of VSC. Mr. Mishin held the positions of a member of the board of directors of Sevtekhnotrans OOO since September 2007 until April 2013, member of the board of directors of New Forwarding Company OAO since June 2007 until April 2013, member of the board of directors of OOO Ferrotrans since September 2012 until April 2013 and member of the board of directors of OOO Fabricant.ru since July 2009 until April 2013. He graduated from the Lomonosov Moscow State University where he studied philosophy. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Mishin is one of the controlling shareholders of TIHL, which is one of the Company’s controlling shareholders (the other controlling shareholder of the Company is APMT). See “Significant Shareholders and Other Interests”. Dr. Alexander Nazarchuk—Member of the Board of Directors and Chief Executive Officer Dr. Nazarchuk was appointed as an executive member of the Board of Directors in 2008 and has been the chief executive officer of the Company since 2008. Dr. Nazarchuk has also held the positions of chairman of the council of VEOS (earlier EOS) since December 2004, member of the board of directors of Petrolesport since December 2007, member of the board of directors of VSC since October 2005 and member of the board of directors of OOO Transoil since January 2004. Dr. Nazarchuk served as a member of the board of “TransLeasing” Ltd from September 2006 until December 2011 and member of the board of directors of Balttransservis OOO since February 2003 until May 2012. He graduated from the Lomonosov Moscow State University with a doctorate in philosophy. Dr. Nazarchuk has been a Professor of Philosophy at the Lomonosov Moscow State University since September 2002. He is the author of four books, Ethics of the Globalising Society (2003), Theory of Communication in Modern Philosophy (2009), Social-philosophical Understanding of Globalisation (2007), Niklas Luhmann’s teaching about communication (2012), and numerous articles. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Kim Fejfer—Vice Chairman of the Board of Directors and Non-Executive Director Mr. Fejfer was appointed as a non-executive director, vice chairman of the Board of Directors and a member of the remuneration, nomination and audit and risk committees in January 2013. Mr. Fejfer was appointed CEO of APM Terminals in June 2004 and is based in company headquarters in The

Page 183 Directors, Company Secretary, Registered Office

Hague, Netherlands. He has been a member of the Maersk Group’s Executive Board since January 2011 and is also responsible for DAMCO and Maersk Container Industry. Mr. Fejfer first joined the A.P. Moller-Maersk Group in 1992 and has held a number of roles within the company including positions based in Denmark, Jakarta and Tokyo. He became Senior Vice President and Chief Financial Officer of Maersk Inc based in New Jersey, USA in 2000. Mr. Fejfer graduated from the University of Aarhus, Denmark with a Master’s in Finance and Economics. He served as an officer in the Danish Army, and has attended management programmes at IMD, Switzerland, Cranfield School of Management in England and Harvard Business School in Cambridge, Massachusetts. His business address is Turfmarkt 107, 2511 DP The Hague, The Netherlands. Mr. Tiemen Meester—Member of the Board of Directors and Non-Executive Director Mr. Meester was appointed as a non-executive director of the Board of Directors and member of the remuneration, nomination and audit and risk committees in January 2013. Mr. Meester was appointed Head of Business Implementation of APM Terminals and Vice President in July 2011. He has held various management positions within APM Terminals across Europe, the Middle East and CEE, including Country Manager for Russia and Area Manager for the Eastern Europe for Maersk Line, and CEO of the Port of Salalah, Oman and Regional Manager for West and Central Asia region for APM Terminals. On APM Terminals Group level, he was appointed as CCO in 2007 and Head of Human Resources and Labour Relations in 2008. He began his industry career in 1992 at Sea-Land Service Inc. and held operational managerial positions in Latvia, Russia and Pakistan before the company was acquired by A.P. Moller in 1999. His business address is APM Terminals Management BV Turfmarkt 107, 2511 DP The Hague, Netherlands. Mr. George Sofocleous—Member of the Board of Directors and Non-Executive Director Mr. Sofocleous was appointed as a non-executive director of the Board of Directors in January 2013. Mr. Sofocleous is a part-qualified Chartered Certified Accountant currently employed at Orangefield Fidelico Limited, the Cyprus office of Orangefield Group. Prior to joining Orangefield in 2012, he worked at Consulco Ltd, Intertax Audit Ltd, Moore Stephens (Limassol) Ltd, and Savvides Audit Ltd based in Cyprus. Mr. Sofocleous studied Accounting at the Cyprus College (European University Cyprus) and is a student/ member of the Association of Chartered Certified Accountants of UK (ACCA) and the Institute of Certified Public Accountants of Cyprus (ICPAC). His business address is Kanika International Business Center 6th Floor Profiti Ilia 4 Germasogeia 4046 Limassol Cyprus. Mr. Constantinos Economides—Member of the Board of Directors and Non-Executive Director Mr. Economides was appointed as a non-executive director of the Board of Directors in January 2013. Mr Economides is the Managing Director of Orangefield Fidelico Limited. He is a Fellow Chartered Accountant, a member of the Institute of Certified Public Accountants of Cyprus (ICPAC) and a member of the Institute of Chartered Accountants in England & Wales (ICAEW) from where he holds a practicing certificate to engage in public service in areas of Taxation, Management Consultancy and Corporate Finance. He is a member of Society of Trust and Estate Practitioners (STEP), Institute of Financial Accountants (IFA), International Tax Planning Association (ITPA) and a member of the Board of Directors of the Cyprus Fiduciary Association (CFA). Mr Economides is ACA qualified and holds an MSc in Management Sciences from Warwick Business School. Prior to establishing his own firm, Fidelico, in 2006 he worked at Ernst & Young (London) and Deloitte (Cyprus). Fidelico recently merged with Orangefield Trust Group. His business address is Kanika International Business Center 6th Floor Profiti Ilia 4 Germasogeia 4046 Limassol Cyprus. Mrs. Chrystalla Stylianou—Member of the Board of Directors and Non-Executive Director Mrs. Stylianou was appointed as a non-executive director of the Board of Directors in January 2013. Mrs. Stylianou is a qualified Chartered Certified Accountant currently working at Orangefield Fidelico Limited, the Cyprus office of Orangefield Group. Prior to joining Orangefield, she has worked at IronFX Financial Services Ltd, Baker Tilly Klitou and DJC Certified Public Accountants based in Cyprus. Mrs. Stylianou studied Accounting at the University of Northumbria at Newcastle, England and is a student member of the Institute of Association of Chartered Certified Accountants of UK (ACCA). Her business address is Kanika International Business Center 6th Floor Profiti Ilia 4 Germasogeia 4046 Limassol Cyprus.

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Mrs. Laura Michael—Member of the Board of Directors and Non-Executive Director Mrs. Michael was appointed as a non-executive director of the Board of Directors in January 2013. Mrs. Michael is a member of the Institute of Chartered Accountants of Scotland (ICAS) and the Institute of Certified Public Accountants of Cyprus (ICPAC). Mrs. Michael is the Finance Manager of Orangefield Fidelico Limited, the Cyprus Office of Orangefield Group. Before joining Orangefield Fidelico in 2011, she was employed at Deloitte Ltd (Cyprus) between 2009 to 2011 and started her career at Ernst & Young (London) between 2006 until 2009. Mrs. Michael has a BS Accounting and Management degree from the University of Bristol, England. Her business address is Kanika International Business Center 6th Floor Profiti Ilia 4 Germasogeia 4046 Limassol Cyprus. Mr. Alexander Iodchin—Member of the Board of Directors Mr. Iodchin was appointed as an executive member of the Board of Directors with the functions of the internal auditor of the Company in 2008. He resigned from the position of internal auditor in 2011. Mr. Iodchin also serves as a member of the Board of Directors of Railfleet Holdings Limited. Mr. Iodchin held a position as a member of the supervisory board of Forstok Invest OÜ and Baleani Invest OÜ since February 2008 until November 2008 and also as a member of the board of directors of VSC since October 2012 until April 2013. Mr. Iodchin graduated from the Lomonosov Moscow State University where he obtained a master’s degree in economics. He also finished a post-graduate programme at the Moscow Institute for Economics and Linguistics and the Lomonosov Moscow State University, where he obtained a Ph.D. in economics. Mr. Iodchin was a teaching assistant in the Economics Faculty of the Lomonosov Moscow State University from 2004 until June 2008. He has a diploma in international finance reporting standards and corporate finance. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Capt. Bryan Smith—Member of the Board of Directors, Senior Independent Non-Executive Director Capt. Smith was appointed as a member of the Board of Directors in 2008 and is a senior independent non-executive director. Capt. Smith has served as chairman of the remuneration committee and nomination committee of the Board of Directors since 2008. Capt. Smith was a member of the board of directors of Sydney Ports Corporation since 2009 until March 2013, serving as its chairman from March 2010 until March 2013. Capt. Smith has previously served as chairman of the board of directors of Sydney Pilot Services Pty Ltd. in Australia. Capt. Smith served for two years as vice president and managing director for South East Asia at DP World, until returning to Australia in July 2008. Prior to that he was East Asia Regional Director for P&O Ports and was a member of the P&O executive board in London. Capt. Smith also held the positions of chairman of the board of directors of Asian Terminals Incorporated (a public company in the Philippines) between 2005 and 2009. He served as a member of the board of directors of VSC from 1999 until 2008, Railfleet Holdings Limited from 2005 until 2008 and as deputy chairman of the board of directors of Laem Chabang International Terminal Co., Ltd. (LCIT) (Laem Chabang, Thailand) from 1999 until 2008 and as chairman of the board of directors of Saigon Premier Container Terminal (SPCT) (Saigon, Vietnam) from 2006 until 2008. He received his master mariner qualification at the University of Technology, Sydney, Australia and is a graduate of the Advanced Management Program, Macquarie Graduate School of Management, Macquarie University, Sydney, Australia. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mrs. Siobhan Walker—Member of the Board of Directors, Independent Non-Executive Director Mrs. Walker was appointed as a member of the Board of Directors in 2011 and is an independent non- executive director. Mrs. Walker was appointed as the chairman of the Audit and Risk Committee in May 2011. Mrs. Walker has over 20 years of banking experience covering different products, sectors and countries. She is currently a managing director with the UK Corporate Division of ING Bank N.V., London. Prior to that, Mrs. Walker held various senior managerial positions with the Moscow office of ING Bank Eurasia over a period of 13 years. She graduated with honours from the University of Sussex with a B.A. in International Relations. Her business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Mikhail Loganov—Member of the Board of Directors and Chief Financial Officer Mr. Loganov was appointed as a non-executive member of the Board of Directors in 2008 and as executive member of the Board of Directors and Chief Financial Officer of the Company in October

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2013. He is a member of the Remuneration Committee of the Company and is a member of the board of directors of Multi-Link Terminals Ltd Oy, Multi-Link Terminals Limited and CD Holding OY. Mr. Loganov served as the Managing Director and an executive member of the Board of Globaltrans from March 2008 and until October 2013 and remains a non-executive member of the Board of Directors of Globaltrans. From June 2004 until May 2006 he was a finance manager of Sevtekhnotrans OOO. From 2001 until 2004 Mr. Loganov worked as a financial analyst for American Express (Europe) Ltd. Mr. Loganov holds a BA (Hons) in business studies with finance from the University of Brighton. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Konstantin Shirokov—Member of the Board of Directors Mr. Shirokov was appointed as a non-executive member of the Board of Directors in 2008. Mr. Shirokov is currently Financial Manager and a member of the revision committees of a number of companies in TIHL’s corporate group, which positions he has held since 2005 and 2007, respectively. Mr. Shirokov has served as a member of the Board of Directors and an internal auditor for Globaltrans since 2008. He has more than ten years of experience in the areas of financial planning, budgeting, and auditing. Mr. Shirokov graduated from the Finance Academy of the Russian Federation where he studied International Economic Relations. Mr. Shirokov has also completed a course in Business Management at the Business School of Oxford Brookes University, UK. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Michael Thomaides—Member of the Board of Directors Mr. Thomaides was appointed as an executive member of the Board of Directors in February 2008. He is currently serving as a director of Leverret Holding Ltd (Cyprus), a position he has held since 2007. In the past, Mr. Thomaides served as a director at Globaltrans Investment Plc from 2004 until 2008. Mr. Thomaides graduated with honours from the Southbank University, UK and has a Bachelor of Science degree in management. He is a member of the Cyprus Chamber of Commerce. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus.

SENIOR MANAGEMENT As at the date of this Prospectus, the senior management, by function, of the GPI Group is as set out below. Year of Name birth Current position Since Dr. Alexander Nazarchuk...... 1969 Chief Executive Officer 2008 Mr. Mikhail Loganov...... 1981 Chief Financial Officer 2013 Mr. Anders Kjeldsen...... 1969 Chief Operational Officer 2013 Mr. Roy Cummins ...... 1968 Chief Commercial Officer 2009 Mr. Eduard Chovushyan...... 1965 Managing Director of Petrolesport 2007 Mr. Dirk van Assendelft ...... 1970 General Manager of Multi-Link Terminals Ltd Oy 2004 Mr. Alexander Dudko...... 1981 General Manager of Moby Dik 2012 Mr. Arnout Dirk Lugtmeijer...... 1966 Chairman of the Management Board of VEOS 1996 Mr. Valery Mestulov...... 1959 Managing Director of VSC 2012 Mrs. Victoria Scherbakova...... 1967 Director General of Yanino Logistics Park LLC 2012

Following Closing, the senior management, by function, of the NCC Group will join the senior management of the GPI Group to manage the Enlarged Group as set out below. Year of Name birth Current position Since Mrs. Alyona Ashurkova 1972 President of National Container Company 2006 Mr. Alexander Tikhov 1958 General Director of First Container Terminal CJSC 2007 Mr. Andrey Bogdanov 1960 Chief Executive Officer of Ust-Luga Container Terminal OJSC 2012 Mr. Vitaliy Mishin 1958 General Manager of Logistika-Terminal CJSC 2010

The biographies of the senior management of the GPI Group and the NCC Group, as at the date of this Prospectus, are set out below to the extent that they are not members of the Board of Directors of the Company and set out above.

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Mr. Anders Kjeldsen—Chief Operational Officer Mr. Kjeldsen has served as the Chief Operational Officer of the Company since July 2013. Prior to that Mr. Kjeldsen headed APM Terminals in the Western Mediterranean (covering terminals in Spain and Morocco with a total capacity of five million TEU). He joined the A.P. Moller-Maersk group in 1991 and, over the last 22 years, has worked in almost every area of the container terminal industry. Prior to assuming his role of managing the Western Mediterranean region he was the Managing Director of APM Terminals Algeciras, a 3.6 million TEU container terminal in Southern Spain. Throughout his career he has worked in Denmark, Germany, Netherlands and Spain and, due to a variety of corporate positions he held, has been involved in terminal operations in most parts of the world. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Roy Cummins—Chief Commercial Officer Mr. Cummins has served as the chief commercial officer of the Company since September 2009. Mr. Cummins has over 20 years of experience in the ports and shipping industry, having worked in Europe, Asia, the Middle East and Australia. Prior to joining the GPI Group, Mr. Cummins worked for DP World for three years as chief executive officer and a member of the board of directors of Saigon Premier Container Terminal, a “greenfield” port development project in Vietnam. Prior to that, Mr. Cummins held various positions in the P&O Group in both the Liner shipping division (P&O Nedlloyd) and the ports division (P&O Ports), where, in the latter case, he held the positions of general manager of the Port Botany Terminal in Sydney, Australia, and the West Swanson Terminal in Melbourne, Australia, respectively, during the period between 2000 and 2006. Mr. Cummins graduated from the University of Durham (UK), where he obtained a bachelor’s degree in French and German in 1990. He also holds an MBA degree from the University of Warwick (UK) which he obtained in 2006. His business address is Kanika International Business Centre, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus. Mr. Eduard Chovushyan—Managing Director of Petrolesport Mr. Chovushyan has served as the chief executive officer of OJSC Petrolesport since March 2007 until July 2013. Since 1 August 2013, powers of chief executive officer of OJSC Petrolesport have been delegated to LLC Transportation Advisory, a management company. Mr. Chovushyan continues to operate OJSC Petrolesport as the managing director on behalf of the management company. Prior to joining the GPI Group, Mr. Chovushyan worked as a deputy general director of Tuapsinsky sudoremontny zavod JSC from May 2003 until October 2003. Mr. Chovushyan also held various management positions within Tuapsinsky morskoy torgovy port OJSC, including those of deputy general director from November 2003 until May 2004 and general director from June 2004 until May 2005. From June 2005 until April 2006, Mr. Chovushyan worked as an executive director of Transstal Ltd. Mr. Chovushyan worked as vice president for development at NKK Ltd. from April 2006 until March 2007. From August 2007 till February 2013, Mr. Chovushyan served as the chairman of the board of directors of Porttransservice OOO and Moroz-PLP ZAO. From August 2007 till December 2011, he served as the member of the board of directors of SK Vira ZAO. He graduated from the Lomonosov Moscow State University where he studied philosophy. His business address is Russia, 198099, Saint Petersburg, Gladky ostrov, 1. Mr. Dirk van Assendelft—General Manager of Multi-Link Terminals Ltd Oy Mr. van Assendelft has served as the managing director of Multi-Link Terminals Ltd Oy since December 2004 and was the chief executive officer of Moby Dik from June 2004 until July 2010. Mr. van Assendelft has also held a position as a member of the board of directors of Niinisaaren Portti Osakeyhtiö Oy (NiPO) since April 2007. Mr. van Assendelft is also the managing director at Container-Depot ltd Oy. Prior to his appointment as the managing director of Multi-Link Terminals Ltd Oy, he worked for Container-Depot Ltd Oy as a director until December 2005. He studied at the Helsinki University of Technology and the Kotka Svenska Samskola. His business address is Tukholmankatu 2, FIN-00250 Helsinki, Finland. Mr. Alexander Dudko—General Manager of Moby Dik Mr. Dudko has served as the General Manager of Moby Dik since March 2012. Before that Mr. Dudko served as Operations Director of VSC from early 2011 when he joined the company from DP World Southampton (UK ), where he spent three years in various positions. He started his career in the ports

Page 187 Directors, Company Secretary, Registered Office industry working for First Container Terminal in Saint-Petersburg where he had a role in the Finance Department between 2004 and 2006. Mr. Dudko has a First Class degree from the State Marine Technical University in Saint-Petersburg and an MSc in Logistics, Trade and Finance from Cass Business School, London. He is a member of the Chartered Institute of Logistics and Transport. His business address is Sea port complex, Kronstadt, St. Petersburg, Russia. Mr. Arnout Dirk Lugtmeijer—Chairman of the Management Board of VEOS Mr. Lugtmeijer has served as the chairman of the management board of VEOS since 1996 and as a member of the management board of VEOS since 1994. He has also served as member of the management board of ERS since April 2008 and EK Holding AS since September 2005 and as member of the supervisory board of Stivterminal since June 2006 and Pakterminal (which was merged into VEOS in May 2010) since June 2008. Mr. Lugtmeijer studied at Delft Technical University in Holland and graduated in 1991. His business address is Pirita tee 102, 12011, Tallinn, Estonia. Mr. Valery Mestulov—Managing Director of VSC Mr. Mestulov has served as the General Manager of VSC since 2012. Since 1 August 2013, powers of chief executive officer of VSC have been delegated to LLC Transportation Advisory, a management company. Mr. Mestulov continues to operate VSC as the managing director on behalf of the management company. Before that he served as the General Manager of Moby Dik since July 2010 until March 2012 and of Yanino since January 2011 until September 2013. Mr. Mestulov served as the Chief Executive Officer of Shahovo-18 OOO and Shahovo-19 OOO from June 2010 until March 2013. Mr. Mestulov served as Deputy Chief Executive Officer of OAO from 2002 until 2004, as Chief Executive Officer of VSC from 2004 until 2005, as Chief Executive Officer of Vladivostok Container Terminal OOO from 2006 until 2008. Prior to joining the GPI Group, Mr. Mestulov held the positions of Head of Department of governmental stock company Ukrresourses from 2000 until 2001 and Deputy President of Management Board of Interbudmontazh ZAO located in Ukraine, Kiev from 2001 until 2002. He graduated from Borisoglebsk Road Technikum where he obtained a building-technician specialist degree in 1974. He also graduated from the International Institute of Management, Business and Law where he obtained a bachelors degree in economics and from the Kharkov Institute of Upgrade Qualification under Ministry of Machine Building, Military-Industrial Complex, and Conversion where he obtained an economics engineering degree in 1997. Mr. Mestulov also undertook an upgrade of qualification course in Dnepropetrovsk branch of Academy of State Management under the President of Ukraine. His business address is Primorskiy kray, Nakhodka, Vrangel, Vnutriportovaya street, 14A, Russia. Ms. Victoria Scherbakova—Director General of Yanino Logistics Park LLC Ms. Scherbakova has served as Director General of Yanino Logistics Park LLC since 2012. She has been working with the GPI Group as Director of forwarding companies since 2009. Prior to joining the GPI Group, Ms. Scherbakova held executive positions in such Russia’s largest transport companies as Concern SVT (Moscow) and Magistral Container Lines (Moscow), and others. Moreover, since 2005 she has been a senior lecturer at Moscow State Academy of Water Transport where she lectures on economics for senior students. The professional experience of Ms. Scherbakova in the transport sector is over 20 years. She graduated from Odessa State Academy of Refrigeration where she majored in thermal physics. Ms. Scherbakova also holds a degree in economics and psychology. Her business address is Leningradsky region, Vsevolozhsk district, village Yanino-1, Trade-Logistic Zone “Yanino- 1”, No. 1, Russia. Mrs. Alyona Ashurkova—President of National Container Company Mrs. Ashurkova has served as the president of NCC LLC since June 2006. She is also a member of the board of directors of First Container Terminal CJSC, Ust-Luga Container Terminal OJSC and Logistika-Terminal CJSC, as well as at Marine Cargo Terminal CJSC. Between 2010 and 2011, she was a member of the board of directors at NUTEP JSC. In 2008, she was a member of the board of directors at Portholding JSC. Prior to assuming the current position, between 2002 and 2006, Mrs. Ashurkova worked as the Chief Financial Officer at First Quantum and as the Vice-President for Development and Investments in NCC LLC. Before that, between 1998 and 2002, she worked as the Director of Development and Investments in the Seaport of St. Petersburg. She commenced her career in major financial and investment companies, including Sovlink, Alliance-MENATEP and Deloitte & Touche, where she held various positions between 1992 and 1998. She graduated from the Lomonosov

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Moscow State University and holds the degree in foreign economic affairs, finance and enterprise analysis. She also has the Ph.D in economics from the same university. Her business address is 10 Vozdvizhenka st., 125009, Moscow, Russia. Mr. Alexander Tikhov—General Director of First Container Terminal CJSC Mr. Tikhov has served as the Chief Executive Officer of First Container Terminal since July 2007. He also a member of the board of directors of Ust-Luga Container Terminal OJSC and Logistika-Terminal CJSC. He worked as a chief executive officer of Marine Cargo Terminal CJSC between 2010 and 2011. Since 2004, Mr. Tikhov has worked as the Vice-president for the North-Western Region of NCC LLC. He served as the Chief Executive Officer and the Chairman of the Board of Directors of Sea Port of St. Petersburg from 2003 till 2004. Between 1984 and 1991, Mr. Tikhov held various management positions in the Leningrad Sea Commercial Port (known as Sea Port of St. Petersburg since 1992). In 2000, he was appointed as the Sales Director of Sea Port of St. Petersburg. Between 1991 and 2000, he was the Chief Executive Officer at MCT Petersburg LLC, a forwarding and warehouse service company. He graduated from the Admiral Makarov State Maritime Academy and holds engineering degree in marine transport management. His business address is 5 Mezhevoy kanal, 198035, St. Petersburg, Russia. Mr. Andrey Bogdanov—Chief Executive Officer of Ust-Luga Container Terminal OJSC Mr. Bogdanov has served as the Chief Executive Officer of Ust-Luga Container Terminal since March 2012. Before that, between 2007 and 2012, he worked as the Commercial Director of First Container Terminal CJSC. Between 2003 and 2007, he served as the Director for Operations at the Sea Port of St. Petersburg. Between 1993 and 2003, Mr. Bogdanov held various positions, including the Chief Executive Officer at MCT Petersburg LLC and MCT Port, its port division. He started his career in 1984 in the Leningrad Sea Commercial Port (known as Sea Port of St. Petersburg since 1992). He graduated from the Admiral Makarov State Maritime Academy. His business address is 38 Sverdlovskaya naberejnaya, bld. 5D, 195027, St. Petersburg, Russia. Mr. Vitaly Mishin - Chief executive officer of Logistika-Terminal CJSC Mr. Mishin has served as the Chief Executive Officer of Logistika-Terminal CJSC since September 2010. Prior to that, between 2006 and 2010, he worked at the Sea Port of St. Petersburg as the Operations Manager and, subsequently, the Managing Director. Also, between 1999 and 2006, Mr. Mishin was the Chief Executive Officer of Fourth Stevedoring Company. He started his career in 1980 in the Leningrad Sea Commercial Port (known as Sea Port of St. Petersburg since 1992). He graduated the Admiral Makarov State Maritime Academy. His business address is 54 Moskovskoe shosse, 196626, Shushary, Russia.

NCC DIRECTORS Following Completion, the Sellers will have rights to appoint two directors to the Board of Directors. See "The NCC Acquisition".

CONFLICTS OF INTEREST Mr. Nikita Mishin, who is currently the chairman of the Board of Directors, has beneficial interests in transportation and other businesses that are not part of the GPI Group, some of which are held through his interest in TIHL. These include 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 title agreement with the port of Tallinn; Balttransservis OOO, which is engaged in the transportation of oil products; and Globaltrans and Mostotrest, which are not held through TIHL. TIHL and APMT have agreed in the APMT-TIHL shareholders’ agreement to offer to these types of opportunities to the GPI Group first, however, these businesses may from time to time compete with the GPI Group for customers, business and acquisition opportunities. They also, from time to time, provide services to, and have other dealings with, the GPI Group as described in “Related Party Transactions”. In accordance with the APMT-TIHL shareholders’ agreement, Mr. Nikita Mishin, Dr. Alexander Nazarchuk, Mr. Alexander Iodchin, Mr. Mikhail Loganov, Mr. Konstantin Shirokov and Mr. Michael Thomaides were nominated by TIHL; Mr. Kim Fejfer, Mr. Tiemen Meester, Mr. George Sofocleous, Mr. Constantinos Economides, Mrs. Chrystalla Stylianou and Mrs. Laura Michael were nominated by APMT. Capt. Bryan Smith and Mrs. Siobhan Walker are independent non-executive directors.

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Other than as described above, there are no potential conflicts of interest between any duties of the directors and senior managers to the Company and their private interests and/or other duties.

STATEMENT ABOUT DIRECTORS AND SENIOR MANAGERS At the date of this prospectus, none of the Company’s directors or senior managers for at least the previous five years: ● has had any convictions in relation to fraudulent offences; ● has held an executive function in the form of a senior manager, partner with unlimited liability, founder or member of the administrative, management or supervisory bodies, of any company at the time of or preceding any bankruptcy, receivership or liquidation; or ● has been subject to any official public incrimination and/or sanction by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct of the affairs of any company. None of the Directors or Senior Managers own any Ordinary Shares or have any options over Ordinary Shares. Mr. Nikita Mishin has an indirect interest in the Ordinary Shares through his interest in TIHL, one of the Company's significant shareholders. See “Significant Shareholders and Other Interests”.

OTHER DIRECTORSHIPS In addition to their directorships with the Company (in the case of the directors), the Company’s directors, executive officers and senior managers have held the following directorships and/or have been a partner in the following partnerships (in each case other than at subsidiaries of the Company), in the past five years: Name Current directorships/partnerships Previous directorships/partnerships Mr. Nikita Mishin ...... None. Sevtekhnotrans OOO, member of the board of directors; New Forwarding Company OAO, member of the board of directors; Fabrikant.ru OOO, member of the board of directors. Dr. Alexander Nazarchuk...... Leverret Holding GmbH, director; Transport Leasing OOO, member of the board of Transoil OOO, member of the board of directors; directors. Balttransservice OOO, member of the board of directors. Mr. Alexander Iodchin...... None. Baleani Invest OÜ, member of the supervisory board; Forstok Invest OÜ, member of the supervisory board. Capt. Bryan Smith...... None. Sydney Ports Corporation, member/chairman of the board of directors; Sydney Pilot Service Pty Ltd, chairman; SPCT, chairman of the board of directors; LCIT, deputy chairman of the board of directors; Asian Terminals Incorporated, chairman of the board of directors: Terminal Petikemas Surabaya, deputy president commissioner. Mrs. Siobhan Walker ...... None. None. Mr. Mikhail Loganov...... Globaltrans Investment PLC, member of the None. board of directors; Ingulana Holdings Ltd, member of the board of directors; Ultracare Holdings Ltd, member of the board of directors; Spacecom AS, member of the supervisory council; Spacecom Trans AS, chairman of the supervisory council; Uralwagonrepair Company, ZAO, member of the board of directors Mr. Konstantin Shirokov ...... Globaltrans Investment PLC, member of the None. board of directors, internal auditor.

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Name Current directorships/partnerships Previous directorships/partnerships Mr. Michael Thomaides ...... Thomaides Brothers Enterprises Ltd., Globaltrans Investment Plc, member of the director; board of directors. Leverret Holding Ltd., director. Mr. Kim Fejfer ...... A.P. Møller - Mærsk A/S, member of the Sigma Enterprises Ltd., director; executive board; APM Terminals Maasvlakte II B.V., director; APM Terminals A/S, director; APM Terminals B.V., director; APM Terminals Management B.V., director; APM Terminals North America Inc., chairman and board member; Damco A/S, chairman; Damco International A/S, chairman; Damco International B.V., chairman; Maersk Container Industry A/S, chairman. Mr. Tiemen Meester ...... Europe Terminal Brasil Participações APM Terminals Bahrain BSC, chairman; S.A., director; Salalah Port Services Company SAOG, CEO; APM Terminals Crane & Engineering A.P. Moller Terminals & Co. LLC, CEO; Services Ltd., chairman; APM Terminals Maasvlakte II B.V., director. Brasil Terminal Portuario S.A., director APM Terminals Vado Ligure S.p.a., chairman; APM Terminals Crane & Engineering Services (Shanghai) Co. Ltd., chairman; Poti Sea Port Corporation, chairman; APM Terminals Moin S.A., chairman; APM Terminals Gothenburg AB , chairman; APM Terminals Lazaro Cardenas S.A. de C.V., president; APM Terminals Turkey Holding A.Ş., director; APM Terminals Honduras Holding S.A. de C.V., director; Salalah Port Services SAOG, director; Mr. George Sofocleous...... None. None. Mr. Constantinos Economides Orangefield Fidelico Limited, managing None. director. Mrs. Chrystalla Stylianou...... None. None. Mrs. Laura Michael...... None. None. Mr. Roy Cummins ...... None. Saigon Premier Container Terminal, chief executive officer and member of the board of directors; PrixCar Services Pty Ltd, alternate director. Mr. Eduard Chovushyan...... Porttransservice OOO, chairman of the Transstal OOO, executive director. board of directors. Transek Group OOO, member of the board of directors; Vladivostok Container Terminal OOO, member of the board of directors; Moroz-PLP ZAO, member of the board of directors; SK Vira ZAO, member of the board of directors.

Mr. Dirk van Assendelft ...... Niinisaaren Kehitys Oy, member of the None. board of directors; CamTop Oy, member of the board of directors; Oy Nelma-Trading Ltd, member of the board of directors. Mr. Arnout Dirk Lugtmeijer.... None. None. Mr. Valery Mestulov...... None. Vladivostok Container Terminal OOO, general director; Transek Group OOO, member of the board of directors; Vladivostok Container Service OOO, member of the board of directors. Mr. Alexander Dudko...... None. None. Ms. Victoria Scherbakova ...... None. None.

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Name Current directorships/partnerships Previous directorships/partnerships Mr. Anders Kjeldsen...... Terminales De Contenedores De Andalucia APM Terminals Algeciras S.A., CEO S.A., CEO, chairman, director; director: Sociedad de Estibay Desestiva del Puerto Terminales de Contenedores Algeciras S.A. , bahia de Algeciras SAGEP, chairman, director; director; Star Container Spain, S.A., director, Managing APM Terminals Tangier SA, director. Director; Sea Land Iberica S.A., Chairman, director; APM Terminals Tangier S.A., director; APM Terminals Itajai S.A., director. Mrs. Alyona Ashurkova ...... MCT Petersburg JSC, member of the board NUTEP JSC, member of the board of directors. of directors. Mr. Alexander Tikhov ...... MCT Petersburg JSC, member of the board MCT Petersburg JSC, chief executive officer. of directors. Mr. Andrey Bogdanov...... None. None. Mr. Vitaliy Mishin ...... None. Sea Port of St. Petersburg, operations manager; Sea Port of St. Petersburg, first CEO deputy – operations manager; Sea Port of St. Petersburg, managing director.

COMPENSATION OF DIRECTORS AND SENIOR MANAGERS The aggregate amount of compensation paid by the GPI Group to its senior managers for their services to the GPI Group for 2010 (18 persons), 2011 (23 persons) and 2012 (28 persons) was USD3,671 thousand, USD5,557 thousand and USD6,329 thousand, respectively. There are no amounts set aside or accrued by the Company or its subsidiaries to provide pension, retirement or similar benefits to such persons. The aggregate amount of compensation paid by the GPI Group to the members of the Board of Directors for their services to the GPI Group for 2010, 2011 and 2012 was USD1,122 thousand, USD1,132 and USD928 respectively. All members of the management board of VEOS have service contracts which include provisions for severance payments of up to eight months’ remuneration. Mr. Dirk van Assendelft has similar provisions in his contract with the GPI Group. No other director or senior manager is a party to any service contract with the GPI Group where such contract provides for benefits upon termination of employment.

CORPORATE GOVERNANCE As a London Stock Exchange listed GDR issuer, the Company is not required to adopt the UK Corporate Governance Code. In addition, as the Ordinary Shares are not listed on the Cyprus Stock Exchange, the Cypriot corporate governance regime, which only relates to companies that are listed on the Cyprus Stock Exchange, does not apply to the Company and, accordingly, the Company does not monitor its compliance with that regime. The Company’s operating subsidiaries in Russia comply with the limited corporate governance requirements applicable to private Russian companies. To improve its corporate governance framework in accordance with internationally recognised best practices, the Company adopted a number of key policies and procedures in 2008. This framework includes policies and procedures such as an appointment policy, terms of reference of the Board of Directors, terms of reference of the Audit and Risk Committee, terms of reference of the Remuneration Committee, an anti-fraud policy, a whistleblowing policy and a Code of Ethics and Conduct which outlines the Company’s general business ethics and acceptable standards of professional behaviour expected of all Directors, employees and contractors. In addition, in 2012, the Company adopted an anti-corruption policy and a foreign trade controls policy. Board of Directors The Company has established three committees of the Board of Directors: the Audit and Risk Committee, the Nomination Committee and the Remuneration Committee. A brief description of the planned terms of reference of the committees is set out below. Audit and Risk Committee The Audit and Risk Committee comprises five non-executive directors, one of whom is independent, and meets at least four times each year. Currently the Audit and Risk Committee is chaired by Mrs. Siobhan Walker and is also attended by Mr. Konstantin Shirokov, Mr. Kim Fejfer and Mr. Tiemen Meester. The Audit and Risk Committee is responsible for considering, among other matters:

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(i) the integrity of the Company’s financial information, including its annual and interim condensed consolidated financial information, and the effectiveness of the Company’s internal controls and risk management systems; (ii) auditors’ reports; and (iii) the terms of appointment and remuneration of the auditor. The committee supervises and monitors, and advises the Board of Directors on, risk management and control systems and the implementation of codes of conduct. In addition, the Audit and Risk Committee supervises the submission by the Company of financial information and a number of other audit-related issues and assesses the efficiency of the performance of the Chairman of the Board of Directors. Nomination Committee The Nomination Committee comprises five directors, one of whom is independent, and is chaired by an independent non-executive director. The Nomination Committee meets at least once each year. Currently the Nomination Committee is chaired by Capt. Bryan Smith and the other members are Mr. Nikita Mishin, Mr. Alexander Iodchin, Mr. Kim Fejfer and Mr. Tiemen Meester. The committee’s role is to prepare selection criteria and appointment procedures for members of the Board of Directors and to review on a regular basis the structure, size and composition of the Board of Directors. In undertaking this role, the committee refers to the skills, knowledge and experience required of the Board of Directors given the Company’s stage of development and makes recommendations to the Company’s Board of Directors as to any changes. The committee also considers future appointments in respect of the composition of the Board of Directors as well as making recommendations regarding the membership of the Audit and Risk Committee and the Remuneration Committee. Remuneration Committee The Remuneration Committee comprises five directors, one of whom is independent. The Remuneration Committee meets at least once each year. Currently the Remuneration Committee is chaired by Capt. Bryan Smith, and the other members are Mr. Nikita Mishin, Mr. Mikhail Loganov, Mr. Kim Fejfer and Mr. Tiemen Meester. The Remuneration Committee is responsible for determining and reviewing, among other matters, the remuneration of the executive directors and the Company’s remuneration policies. The remuneration of independent directors is a matter for the chairman of the Board of Directors and the executive directors. No director or manager may be involved in any decisions as to his or her own remuneration. For details of the procedures for appointment and removal of directors of the Company, see “Description of Share Capital and Applicable Cypriot Law—Articles of Association—Directors”.

Page 193 TAXATION The following summary of material Cyprus, US federal income and United Kingdom tax consequences of ownership of the GDRs is based upon laws, regulations, decrees, rulings, income tax conventions (treaties), administrative practice and judicial decisions in effect at the date of this Prospectus. Legislative, judicial or administrative changes or interpretations may, however, be forthcoming that could alter or modify the statements and conclusions set forth herein. Any such changes or interpretations may be retroactive and could affect the tax consequences to holders of GDRs. This summary does not purport to be a legal opinion or to address all tax aspects that may be relevant to a holder of GDRs. Each prospective holder is urged to consult its own tax adviser as to the particular tax consequences to such holder of the ownership and disposition of GDRs, including the applicability and effect of any other tax laws or tax treaties, and of pending or proposed changes in applicable tax laws as at the date of this Prospectus, and of any actual changes in applicable tax laws after such date.

CYPRUS TAX CONSIDERATIONS Tax residency A company which is considered to be a resident for tax purposes in Cyprus is subject to corporate income tax in Cyprus (Corporate Income Tax) on its worldwide income, subject to certain exemptions. A company is considered to be a resident of Cyprus for tax purposes if its management and control is exercised from Cyprus. With respect to the individual GDR holders, an individual is considered to be a tax resident of Cyprus if he or she is physically present in Cyprus for a period or periods exceeding in aggregate more than 183 days in any calendar year. Rates of taxation applicable to the Company The rate of Corporate Income Tax in Cyprus is 12.5%. Defence Tax is levied on certain types of income. Defence Tax applies, subject to any available exemptions, at the following tax rates: (a) 3% on 75% of rental income; (b) 30% on interest income received or credited not arising in the ordinary course of the business or closely connected therewith; and (c) 20% (17% as of 1 January 2014) on dividend income received from non-Cyprus resident companies (subject to certain conditions). Defence Tax is levied on the gross amount of income without any deduction for expenses. Capital gains tax (Capital Gains Tax) is levied in Cyprus at a rate of 20% on profits from disposal of immovable property situated in Cyprus or shares of companies which own immovable property situated in Cyprus (unless the shares are listed on a recognised stock exchange). Taxation of income and gains of the Company Gains from the disposal of securities Any gain from disposal of securities by the Company shall be exempt from Corporate Income Tax irrespective of the trading nature of the gain, the number of shares held or the holding period and shall not be subject to Defence Tax. Such gains are also outside the scope of Capital Gains Tax provided that the company which shares are disposed of does not own any immovable property situated in Cyprus. The definition of securities includes shares and bonds of companies or legal persons wherever incorporated and options thereon. GDRs are generally accepted as falling within the definition of securities. The Russia-Cyprus double tax treaty grants Cyprus the exclusive right of taxing capital gains realised on disposal of securities by a Cypriot resident entity, which does not carry on activities in Russia through a permanent establishment (PE). However, pursuant to the Protocol to the Russia-Cyprus double tax treaty signed on 7 October 2010 (effective as of 2 April 2012), a new paragraph was added to the Capital gains article to allocate the taxing rights to the source state (i.e. Russia) with respect to gains derived by a company resident in the other Contracting state (i.e. Cyprus) from the alienation of

Page 194 Taxation shares (or similar rights) in companies that derive more than 50% of their value from immovable property situated in other Contracting state (i.e. Russia) subject to a number of exemptions. This provision will come into force on 1 January 2017. Dividends to be received by the Company Under the Russia-Cyprus double tax treaty, the maximum rate of Russian withholding tax on dividends should be 10% provided that the Company is the beneficial owner of the dividend income received and does not have a PE in Russia. This rate can be reduced to 5% if the Company has invested in the capital of a Russian company not less than the equivalent of USD100,000 (EUR 100,000 as of 1 January 2013). Dividend income (whether received from Cypriot resident or non-resident companies) is exempt from Corporate Income Tax in Cyprus. Moreover, dividend income received from other Cypriot resident companies is exempt from Defence Tax. Dividend income received from non-Cypriot resident companies is exempt from Defence Tax, unless the company paying the dividend engages directly or indirectly for more than 50% in activities which generate investment income and the foreign tax burden of the company paying the dividend is substantially lower than the tax burden of the company in Cyprus receiving the dividend (in practice “foreign tax burden being significantly lower” means that the dividend paying company is taxed at an effective tax rate of less than 5%.). If the exemption for Defence Tax does not apply, dividends from non-Cypriot resident companies are subject to 20% Defence Tax (reduced to 17 % as of 1 January 2014). Any foreign withholding tax incurred by the Company can be credited against any Defence Tax payable (if at all) in Cyprus in respect of dividend income. Moreover, the Company is eligible to claim foreign tax relief in respect of any underlying tax (i.e. corporate tax on profits) incurred by its Russian subsidiaries in case the dividend income from such companies is subject to Defence Tax. Furthermore, in case the Company receives dividends from a company which is resident in another EU member-state and these dividends are subject to Defence Tax, it is possible to claim a credit for any underlying tax which was paid in the other member-state. In this instance, the underlying tax relief includes the proportion of tax on the profits of the company paying the dividend and of any of its subsidiaries from which the dividend arises. Interest income Any interest accruing to the Company which is considered to arise in the ordinary course of its business, including interest which is closely connected with the ordinary course of its business qualifies as business income and shall be subject to Corporate Income Tax in Cyprus at a rate of 12.5%. Such interest income shall be exempt from Defence Tax. Specifically, interest income arising in connection with the provision of loans to related or associated parties should be generally considered as income arising from activities closely connected with the ordinary carrying on of a business and should as such be exempt from Defence Tax and only be subject to Corporate Income Tax. Any other interest income (not arising in the ordinary course of its business or closely connected therewith) shall be exempt from the Corporate Income Tax and shall be subject to the Defence Tax at a rate of 30%. Taxation of income and gains of the GDR holders Gains from disposal of GDRs by the GDR holders A gain realised on the sale of GDRs by a non-resident holder shall not be subject to taxation in Cyprus. A gain realised on the sale of GDRs by a resident holder shall be exempt from Corporate Income Tax in Cyprus as GDRs are considered to fall within definition of securities for Cypriot tax purposes. Such gains shall also be exempt from Capital Gains Tax in Cyprus since the GDRs will be traded on a recognised stock exchange. Dividends to be received by the GDR holders As per the ruling obtained from the Income Tax Authorities dated 31 January 2012 (the Ruling), it has been confirmed that the Company 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

Page 195 Taxation forwarded the Clearing Houses’ which are the Euroclear and Clearstream in Europe and the DTC in the United Sates. Dividends to be received from the Company by non-resident GDR holders and corporate resident GDR holders, other than the GDP holders held via J.P Morgan Chase Bank N.A, will also not be subject to taxation in Cyprus, either by way of withholding or otherwise. Dividends to be received from the Company by resident individual GDR holders, other than the GDR holders held via J.P Morgan Chase Bank N.A, shall be subject to Defence Tax at a rate of 20% (reduced to 17% as of 1 January 2014). In this instance, the Company will have an obligation to withhold and remit the resulting Defence Tax to the tax authorities in Cyprus. The Ruling also confirms that and that neither the Company and its subsidiaries nor the Clearing Houses are required to fill the forms I.R. 42 Questionnaire 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. Deemed distribution rules The Defence Tax Law includes provisions for the deemed distribution of profits. If a Cypriot tax resident 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. The amount of deemed dividend is reduced by any actual distributions made up to the deemed distribution date. The Defence Tax is withheld only on the proportion of profits that are attributable to shareholders that are considered to be residents of Cyprus (both individuals and bodies of persons) as the deemed distribution rules do not apply to non-resident shareholders. The Defence Tax is a tax on shareholders payable by the Cyprus company which its profits are subject to the deemed distribution rules. The deemed dividend is subject to the Defence Tax at a rate of 20% (reduced to 17% as of 1 January 2014). Through a Circular (2011/ 10 dated 13 September 2011), the Commissioner of Income Tax has clarified that the deemed distribution rules should apply only in cases where the ultimate (beneficial) shareholders of a Cyprus (tax resident) company are considered to be residents for tax purposes of Cyprus. 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. If a person who is not tax resident in Cyprus receives a dividend from a Cypriot tax resident company and that dividend is paid out of profits which at any stage were subjected to the deemed dividend distribution rules described above, then the Defence Tax paid due to the deemed distribution which relates to the dividends received by such person is refundable. The 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. Through the questionnaire, the shareholders should inform the Company of their tax residency status. The Company is required to safe-keep these questionnaires and present them to the Cyprus tax authorities upon request. As explained, the above does not apply to the GDRs holders since a positive Ruling has been obtained by the Income Tax Authorities. Withholding taxes on payments of interest No withholding taxes shall apply in Cyprus with respect to payments of interest by the Company to non-tax resident lenders (both corporations and individuals). There shall be no withholding tax in Cyprus on interest paid by the Company to Cypriot tax resident corporate lenders. This is unless the resident corporate lender receiving the interest is not considered to have generated this interest in the course of its ordinary activities (or in connection with activities closely connected to the ordinary carrying on of its business), which in this case the Company shall

Page 196 Taxation have an obligation to withhold Defence Tax at a rate of 30% on interest payments made in favour of Cypriot tax resident corporate lenders. Any payment of interest by the Company to Cypriot tax resident individual lenders shall be subject to withholding tax in Cyprus at a rate of 30% This is unless the resident individual lender receiving the interest is considered to have generated this interest in the course of its ordinary activities (or in connection with activities closely connected to the ordinary carrying on of its business) and has provided the Company with confirmation in writing from the Cypriot tax authorities confirming this, in which case the Company shall have no obligation to withhold any Defence Tax. Tax deductibility of interest expenses Interest expenses are tax deductible if they are incurred wholly and exclusively for the production of taxable income. However, no deduction shall be allowed for interest applicable or deemed to be applicable to the cost of purchasing assets not used in the business. This provision applies for a period of seven years from the date of purchase of the relevant asset. In this respect and based on the current tax policy, the investment in a subsidiary or an associated company is considered as non-business asset and any interest expense that relates (or deemed to relate) to the acquisition/financing of such assets (even if a subsidiary is to distribute dividends on a regular basis) is considered not to be tax deductible. The restricted interest expense is usually determined by the following apportionment methodology: cost of the investment in shares multiplied by the average interest borrowing rate. It is also relevant to note that in accordance with tax legislation enacted on 21 June 2012 taking retrospective effect as from 1 January 2012, it is possible to claim an interest expense deduction for Corporate Income Tax purposes if the purpose of the loan was to finance the acquisition of an investment in a wholly owned subsidiary company (which is made as of 1 January 2012) subject to certain conditions and restrictions. Capital duty Capital duty in the form of registration fees is payable to the Registrar of Companies in respect of the registered authorised and issued share capital of a Cypriot company upon its incorporation and its upon subsequent increases thereon. The capital duty rates for subsequent changes of the registered authorised and issued share capital are as follows: (a) 0.6% on the nominal value of additional registered authorised share capital; and (b) EUR 20 flat duty on every issue, whether the shares are issued at their nominal value or at a premium. No capital duty is payable on share premium. Stamp duty Cyprus levies stamp duty on every instrument if: (a) it relates to any property situated in Cyprus; or (b) it relates to any matter or thing which is performed or done in Cyprus. There are instruments which are subject to stamp duty in Cyprus at a fixed fee (ranging from three cents to EUR 34.17) and instruments which are subject to stamp duty based on the value of the instrument (0% for the first EUR 5,000, 0.15% between EUR 5,001 and EUR 170,000 and 0.2% thereafter). The stamp duty is capped to a maximum of EUR 20,000 per agreement/contract. Moreover, if more than one document/agreement is entered into which relate to the same matter (whether concurrently or at different times), stamp duty is levied only in respect of the principal/primary document. The remaining (secondary) documents are subject to stamp duty at the fixed amount of EUR 1.71 each. The above obligation arises irrespective of whether the instrument is executed in Cyprus or abroad. If the instruments are executed outside Cyprus, payment of the stamp duty may be deferred until the instruments are first brought into Cyprus, whereupon they shall be deemed, for the purpose of the payment of stamp duty, to have been first executed on the date of their receipt in Cyprus. With regard to loans to be provided by the Company to its foreign subsidiaries, the Commissioner of Stamp Duty is usually expected to be satisfied that the loan agreements should not be subject to stamp

Page 197 Taxation duty in Cyprus provided the agreement is governed by a foreign law and is to be submitted to the courts of a foreign jurisdiction, the contract is executed outside of Cyprus and neither the loan asset nor the shares of a Cypriot company are to be secured by way of a registered charge, either in Cyprus or abroad.

UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS The following discussion is a general summary based on present law of certain US federal income tax consequences of the acquisition, ownership and disposition of the GDRs. The summary is not a complete description of all tax considerations that may be relevant. It applies only to US Holders (as defined below) that acquire GDRs, hold GDRs as capital assets for US federal income tax purposes and use the US Dollar as their functional currency. It does not address the tax treatment of investors subject to special rules, such as banks, tax-exempt entities, insurance companies, dealers, traders in securities that elect to mark to market, investors liable for the alternative minimum tax, US expatriates, investors that directly, indirectly or constructively own 10% or more of our voting stock, investors that are resident or ordinarily resident in or have a permanent establishment outside the US or investors that hold the GDRs as part of a straddle, hedging, conversion or other integrated transaction. It also does not address US state and local considerations. THE STATEMENTS ABOUT US FEDERAL TAX CONSIDERATIONS ARE MADE TO SUPPORT THE MARKETING OF THE GDRS. NO TAXPAYER CAN RELY ON THEM TO AVOID TAX PENALTIES. EACH PROSPECTIVE PURCHASER SHOULD SEEK ADVICE FROM AN INDEPENDENT TAX ADVISOR ABOUT THE TAX CONSEQUENCES UNDER ITS OWN PARTICULAR CIRCUMSTANCES OF INVESTING IN THE GDRS UNDER THE LAWS OF CYPRUS, RUSSIA, THE UNITED STATES AND ITS CONSTITUENT JURISDICTIONS, AND ANY OTHER JURISDICTIONS WHERE THE PURCHASER MAY BE SUBJECT TO TAXATION. As used here, “US Holder” means a beneficial owner of GDRs that, for US federal income tax purposes, is (i) a citizen or individual resident of the United States, (ii) a corporation or other business entity treated as a corporation created or organised under the laws of the United States or its political subdivisions, (iii) an estate the income of which is subject to US federal income tax without regard to its source or (iv) a trust subject to the control of one or more US persons and the primary supervision of a US court or a trust that has elected to be treated as a US Person. The US federal income tax treatment of a partner in a partnership that holds GDRs will depend on the status of the partner and the activities of the partnership. Partners in a prospective purchaser that is a partnership should consult their own tax advisors regarding the specific US federal income tax consequences to them of the partnership’s acquisition, ownership and disposition of the GDRs. Generally, holders of GDRs will be treated for US federal income tax purposes as holding Ordinary Shares represented by the GDRs. No gain or loss will be recognised upon an exchange of Ordinary Shares for GDRs or an exchange of GDRs for Ordinary Shares, provided the Depositary has not taken any action inconsistent with the Deposit Agreement or the US Holder’s ownership of the underlying shares. Dividends Subject to the passive foreign investment company (PFIC) rules discussed below, dividends on the GDRs should be included in a US Holder’s gross income as ordinary income from foreign sources. Dividends will not be eligible for the dividends received deduction generally allowable to US corporations or for the preferential tax rate applicable to qualified dividend income of individuals and certain other non-corporate taxpayers. Dividends paid in currency other than US Dollars will be includable in income in a US Dollar amount based on the exchange rate in effect on the date of receipt by the Depositary whether or not the payment is converted into US Dollars at that time. A US Holder will have a basis in the currency received equal to the US Dollar value on the date of receipt by the Depositary. Any gain or loss on a subsequent conversion or other disposition of the currency for a different US Dollar amount generally will be US source ordinary income or loss. Dividends received by non-corporate US Holders in taxable years beginning after December 31, 2012 generally will be includable in computing net investment income of such US Holder for purposes of the Medicare surtax.

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Disposition Subject to the PFIC rules discussed below, a US Holder will recognise gain or loss when it disposes of the GDRs in an amount equal to any difference between the US Dollar value of the amount realised and its adjusted tax basis in the GDRs. A US Holder’s adjusted tax basis in the GDRs generally will be its US Dollar cost. Capital gain or loss generally will be treated as arising from sources within the United States for foreign tax credit limitation purposes. The capital gain or loss will be long-term capital gain or loss if a US Holder has held the GDRs for more than one year. Deductions for capital losses are subject to limitations. Gains realised by non-corporate US Holders in taxable years beginning after December 31, 2012 generally will be includable in computing net investment income of such US Holder for purposes of the Medicare surtax. Passive foreign investment company The Company believes it is not, and is not likely to become, a PFIC for US federal income tax purposes. A non-US corporation is a PFIC in any taxable year in which, after taking into account the income and assets of subsidiaries in which the non-US corporation owns at least a 25% interest, either (i) at least 75% of its gross income is passive income (such as dividends, interest, rents, royalties and the excess of gains over losses from the disposition of assets that produce passive income) or (ii) at least 50% of the average quarterly value of its assets consists of assets producing or held to produce passive income. Since the determination whether the Company is or has become a PFIC must be made on an annual basis, the Company’s status could change depending upon (among other things) the quarterly market value of the Company’s shares and changes in the Company’s activities and assets (including income and assets of 25% or more owned subsidiaries). Accordingly, no assurance can be given that the Company will not be a PFIC in the current or any future year or that the US Internal Revenue Service (IRS) will not challenge any determination concerning its PFIC status. If the Company were a PFIC in any year during which a US Holder owns GDRs, the US Holder would be subject in that and subsequent years to additional taxes on distributions exceeding 125% of the average amount received during the three preceding taxable years (or, if shorter, the US Holder’s holding period) and on any gain from the disposition of the GDRs (regardless of whether the Company continued to be a PFIC) and also would be subject to additional tax form filing requirements. US Holders should consult their own tax advisors concerning the Company’s possible PFIC status and the consequences to them if the Company were a PFIC for any taxable year. Investor reporting requirements Certain US Holders are required to report to the IRS information with respect to their investment in the GDRs not held through an account with a financial institution. Investors who fail to report required information could become subject to substantial penalties. Prospective investors are encouraged to consult with their own tax advisors regarding information reporting requirements with respect to their investment in the GDRs. Information reporting and backup withholding Dividends on and proceeds from the sale or other disposition of the GDRs that are made within the United States or through certain US-related financial intermediaries may be reported to the IRS unless the US Holder is a corporation or otherwise establishes a basis for exemption. Backup withholding tax may apply to amounts subject to reporting if the US Holder fails to provide an accurate taxpayer identification number or otherwise establish a basis for exemption. A US Holder can claim a credit against its US federal income tax liability for amounts withheld under the backup withholding rules, and a US Holder can claim a refund for amounts in excess of its tax liability if it provides the required information to the IRS. Each prospective purchaser should consult its own tax advisor about qualifying for exemption from backup withholding. THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE IMPORTANT TO A PARTICULAR INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN THE GDRS UNDER THE INVESTOR’S OWN CIRCUMSTANCES.

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UNITED KINGDOM TAX CONSIDERATIONS The comments below are of a general nature and are based on current UK law and published HM Revenue & Customs practice as of the date of this Prospectus, both of which are subject to change, possibly with retroactive effect. This summary only covers the principal UK tax consequences for the absolute beneficial owners of GDRs (and any dividends paid in respect of them), in circumstances where the dividends paid are regarded for UK tax purposes as those persons’ own income, and not the income of some other person, who are resident, (and, in the case of individuals only, ordinarily resident and domiciled) in the UK for tax purposes and who are not resident in any other jurisdiction and do not have a permanent establishment or fixed base in any other jurisdiction with which the holding of GDRs is connected (UK holders). In addition, this summary: (a) only addresses the tax consequences for UK holders who hold the GDRs as capital assets and does not address the tax consequences which may be relevant to certain other categories of UK holders, for example, dealers; (b) does not address the tax consequences for UK holders that are banks, financial institutions, insurance companies, collective investment schemes or persons connected (other than by reason of holding the GDRs) with the Company; (c) assumes that the UK holder does not control or hold, either alone or together with one or more associated or connected persons, directly or indirectly, 10% or more of the Ordinary Shares or voting power, rights to profit or capital of the Company; (d) assumes that there will be no register in the UK in respect of any interest in the GDRs or in the underlying Ordinary Shares; (e) assumes that the underlying Ordinary Shares and the GDRs will not be held by, or issued, as applicable, by a depositary incorporated in the UK; (f) assumes that neither the GDRs nor the underlying Ordinary Shares will be paired with shares issued by a company incorporated in the UK; (g) assumes that the UK holder of GDRs is, for UK tax purposes, beneficially entitled to the underlying Ordinary Shares and to dividends on those Ordinary Shares; (h) assumes that the UK holder has not (and is not deemed to have) acquired the GDRs by virtue of an office or employment; (j) assumes that the Company is not resident for tax purposes in the UK; and (k) assumes that an electronic book-entry settlement system is available in respect of the GDRs. THE FOLLOWING IS INTENDED ONLY AS A GENERAL GUIDE AND IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSIDERED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR UK HOLDER. POTENTIAL INVESTORS SHOULD SATISFY THEMSELVES AS TO THE OVERALL TAX CONSEQUENCES, INCLUDING, SPECIFICALLY, THE CONSEQUENCES UNDER UK LAW AND HM REVENUE & CUSTOMS PRACTICE, OF ACQUISITION, OWNERSHIP AND DISPOSITION OF GDRS IN THEIR OWN PARTICULAR CIRCUMSTANCES, BY CONSULTING THEIR OWN PROFESSIONAL TAX ADVISORS. Taxation of dividends Income tax and corporation tax Withholding tax Dividend payments in respect of the GDRs should not be subject to UK withholding tax. UK holders are referred to the statements regarding Cyprus tax in “—Cyprus Tax Considerations— Taxation of income and gains of the GDR holders—Dividends to be received by the GDR holders”. The following paragraphs proceed on the basis that no withholding tax is levied in Cyprus on dividend payments in respect of the GDRs. Individual UK holders of GDRs Dividends received by individual UK holders will be subject to UK income tax. This is charged on the gross amount of any dividend paid (gross dividend) as increased for any UK tax credit available as described below. An individual UK holder who is resident for tax purposes in the UK and who receives a dividend from the Company will generally be entitled to a tax credit equal to one-ninth of the amount of the gross dividend, which is equivalent to 10% of the aggregate of the dividend and the tax credit. The UK tax credit can generally be set against the individual’s liability to income tax for the tax year in which the dividend is paid. An individual UK holder who is subject to income tax at a rate or rates not exceeding the basic rate will be liable to tax on the aggregate of the gross dividend and the UK tax credit at the rate of 10%., so that the tax credit will satisfy the income tax liability of such a holder in full.

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An individual UK holder who is subject to income tax at the higher rate will be liable to income tax on the aggregate of the gross dividend and the UK tax credit at the rate of 32.5% to the extent that such sum, when treated as the top slice of that holder’s income, falls above the threshold for higher rate income tax (which is £32,010 in the 2013/14 tax year). So, for example, a gross dividend of £90 will carry a tax credit of £10 and the UK income tax payable on the dividend by an individual UK holder of GDRs who is subject to income tax at the higher rate would be 32.5% of £100, namely £32.50, less the tax credit of £10, leaving a net tax charge of £22.50. An individual UK holder who is subject to income tax at the additional rate will be liable to income tax on the aggregate of the gross dividend and the UK tax credit at the rate of 37.5% to the extent that such sum, when treated as the top slice of that holder’s income, falls above the threshold for additional rate income tax (which is £150,000 in the 2012/2013 tax year). So, for example, a gross dividend of £90 will carry a tax credit of £10 and the UK income tax payable on the dividend by an individual UK holder of GDRs who is subject to income tax at the additional rate would be 37.5%, namely £37.50, less the tax credit of £10, leaving a net tax charge of £27.50. Where the tax credit exceeds the holder’s tax liability the holder cannot generally claim repayment of the UK tax credit from HM Revenue & Customs. Corporate UK holders of GDRs Where a corporate UK holder is within the charge to corporation tax, it will be subject to corporation tax on the actual amount of any dividend paid on the GDRs, unless (subject to special rules for such UK holders that are small companies) the dividend falls within an exempt class and certain other conditions are met. Although it is likely that most dividends paid on the GDRs to UK holders within the charge to UK corporation tax would fall within one or more of the classes of dividend qualifying for exemption from corporation tax, the exemptions are not comprehensive and are also subject to anti- avoidance rules. Provision of information Persons in the United Kingdom paying “foreign dividends” to, or receiving “foreign dividends” on behalf of, an individual may be required to provide certain information to HM Revenue & Customs regarding the identity of the payee or the person entitled to the “foreign dividend” and, in certain circumstances, such information may be exchanged with tax authorities in other countries. Certain payments on or under the GDRs may constitute “foreign dividends” for this purpose. Taxation of disposals UK holders are referred to the statements regarding Cyprus tax in “—Cyprus Tax Considerations— Taxation of income and gains of the GDR holders—Gains from disposal of GDRs by the GDR holders”. The following paragraphs proceed on the basis that no withholding tax is levied in Cyprus on disposal of GDRs. The disposal or deemed disposal of GDRs by a UK holder may give rise to a chargeable gain or an allowable loss for the purposes of UK taxation of chargeable gains, depending on the UK holder’s circumstances and subject to any available exemption or relief. In the case of a corporate UK holder indexation allowance may be available to reduce or eliminate a chargeable gain, but not generate or increase an allowable loss. In the case of an individual UK holder indexation allowance is not available and chargeable gains are generally liable to capital gains tax at the applicable rate. An individual UK holder is currently entitled to an annual exemption from UK tax on chargeable gains up to £10,900 (in the 2013/2014 tax year). In addition, UK holders who are individuals and cease to be resident for tax purposes in the UK for a period of five years or less (or, for departures before 6 April 2013, cease to be resident or ordinarily resident for a period of less than five tax years) and who dispose of their GDRs during that period may be liable to capital gains tax on their return to the UK, subject to any available exemption or reliefs. Stamp duty and stamp duty reserve tax No UK stamp duty or stamp duty reserve tax should be payable on (i) the issue of the GDRs, (ii) the delivery of the GDRs into DTC, Euroclear or Clearstream, or (iii) any dealings in the GDRs once they are delivered into such clearance systems, where such dealings are effected in electronic book-entry

Page 201 Taxation form in accordance with the procedures of DTC, Euroclear or Clearstream (as applicable) and not by written instrument of transfer. No stamp duty reserve tax should be payable in respect of any agreement to transfer the GDRs. Assuming that any document effecting a transfer of, or containing an agreement to transfer an equitable interest in, the GDRs is neither (i) executed in the UK, nor (ii) relates to any property situate, or to any matter or thing done or to be done, in the UK (which may include involvement of UK bank accounts in payment mechanics), then no UK stamp duty should be payable on such document. Even if a document effecting a transfer of, or containing an agreement to transfer an equitable interest in, the GDRs is (i) executed in the UK and/or (ii) relates to any property situate, or to any matter or thing done or to be done, in the UK, in practice it should not be necessary to pay any UK stamp duty on such document unless the document is required for any purposes in the UK. If it is necessary to pay UK stamp duty, it may also be necessary to pay interest and penalties. Inheritance tax UK inheritance tax may be chargeable on the death of, or in certain circumstances on a gift by, the owner of GDRs, where the owner is an individual who is domiciled or is deemed to be domiciled in the UK. For inheritance tax purposes, a transfer of assets at less than full market value may be treated as a gift and particular rates apply to gifts where the donor reserves or retains some benefit. UK holders should consult an appropriate professional adviser if they make a gift or transfer of value of any kind or intend to hold the GDRs through trust arrangements.

Page 202 REGULATION Set forth below are certain provisions of Russian legislation relating to the sea ports and stevedoring operations that apply to the Enlarged Group’s business activities. The activity of port operators in Russia that handle seaborne trade cargo flows is subject to a wide variety of federal and regional laws and acts of secondary legislation, including civil and commercial law, law regulating seaports, licensing, water and land use, anti-monopoly matters, environmental, health and safety concerns, employment and other issues, as well as the regulatory supervision of a number of federal, regional and local authorities. Applicable law The regulation of seaport and stevedoring operations in Russia is primarily based on the following laws and regulations. ● The Civil Code. The Civil Code establishes the general legal framework for commercial relations between persons and entities. In particular, the Civil Code (i) regulates property relations between commercial parties, (ii) sets the rules for obtaining and transferring ownership of movable and immovable property and (iii) provides for the main rules for concluding, amending, performing and terminating contracts. ● The Merchant Shipping Code of the Russian Federation No. 81-FZ dated 30 April 1999, as amended (the Merchant Shipping Code). The Merchant Shipping Code establishes the legal basis for commercial shipping along sea routes and inland waterways and regulates stevedoring operations. ● The Water Code of the Russian Federation No. 74-FZ dated 3 June 2006, as amended (the Water Code). The Water Code regulates the use and protection of bodies of water and establishes water use rights. In particular, the Water Code establishes the regime for use of the sea in connection with carrying out seaport operations (such as use of berths, fixed and floating sea platforms, as well as discharging waste and drainage waters into the sea) and specifies the procedure for provision of use rights to bodies of water. ● The Land Code of the Russian Federation No. 136-FZ dated 25 October 2001, as amended (the Land Code). The Land Code regulates the use and protection of land and establishes the legal basis for creation, transfer and termination of title to land plots. In particular, the Land Code sets the rules for provision of land plots for various purposes, including allocation of seaports and facilities. ● 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 Seaports Law regulates commercial shipping in seaports. In particular, the Seaports Law establishes specific procedures for construction, opening and closing seaports, regulates operations performed in seaports and provides for governmental regulation of seaports and seaport activities. See also “—Seaports Law status”. ● Federal Law “On Inland Sea Waters, Territorial Sea and Contiguous Zone of the Russian Federation” No. 155-FZ dated 31 July 1998, as amended (the Law on Waters). The Law on Waters establishes the legal status and regime of inland sea waters, territorial sea and contiguous zone of the Russian Federation. In particular, the Law on Waters regulates the call procedure for foreign vessels in ports. ● Federal Law “On Special Economic Zones of the Russian Federation” No. 116-FZ dated 22 July 2005, as amended (the Law on Special Economic Zones). The Law on Special Economic Zones sets out the regime of special economic zones in the Russian Federation (meaning the territory on which applies special business performance treatment, including but not limited to, the port special economic zones). ● Federal Law “On the Procedure for Implementing Foreign Investment in Commercial Enterprises Having Strategic Importance for Securing the National Defence and Security of the State” No. 57-FZ dated 29 April 2008, as amended (the Law on Strategic Enterprises). The Law on Strategic Enterprises sets out certain restrictions for foreign investors to acquire

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control over entities that have strategic importance for the national defence and security of Russia. See “—Investment to companies of strategic importance for Russia”. ● Federal Law “On Natural Monopolies” No. 147-FZ dated 17 August 1995, as amended (the Natural Monopoly Law). The Natural Monopolies Law establishes the legal basis of state policy with respect to natural monopolies and sets out the natural monopoly spheres which include port services. See also “—Natural monopoly entity status”. ● Federal Law “On Licensing of Certain Activities” No. 99-FZ dated 4 May 2011, as amended (the Law on Licensing). The Law on Licensing regulates licensing in Russia. See “— Licensing”. ● Federal Law “On Environmental Protection” No. 7-FZ dated 10 January 2002, as amended (the Environmental Protection Law). The Environmental Protection Law establishes the state policy on environmental protection. See “—Environmental matters”. ● Federal Law “On Industrial Safety of Hazardous Industrial Facilities” No. 116-FZ dated 21 July 1997, as amended (the Industrial Safety Law). The Industrial Safety Law provides for the measures for safety protection on industrial hazardous objects. See “—Health and safety”. ● Resolution of the Government of the Russian Federation “On the State Regulation and Supervision of Prices (Tariffs, Charges) for Services of Natural Monopoly Entities at Transport Terminals, Ports, Airports and the Exploitation of Domestic Waterways” No. 293 dated 23 April 2008, as amended. The resolution determines state regulation and supervision of the pricing for, amongst other things, seaport services and sets out the list of seaport services rendered by natural monopoly entities subject to state regulation. ● Order of the Federal Tariff Service (the FTS) “On the Procedure for Establishing (Change of) Port Prices (Tariffs, Charges) or their Maximum Level for Services of Natural Monopoly Entities in Transport Terminals, Ports, Airports and Services for the Use of Internal Water Infrastructure, as well as Lists of Documents Provided in Relation to their Establishment (Change)” No. 135-t/1 dated 24 June 2009. The Order regulates pricing for seaport services and sets the list of information and documents requisite for determination of port charges and tariffs or their maximum level. See also “—Tariff regulation”. ● Order of the FTS No. 19-t/4 dated 20 February 2009 “On the Approval of Tariffs for the Services in Seaport Rendered by Vostochnaya Stevedoring Company OOO (VSC OOO)” (the VSC Order). The VSC Order establishes tariffs for the services rendered by VSC OOO in seaport, including loading and off-loading services and storage services. See also “—Tariff regulation”. ● Order of the FTS No. 133-t/1 dated 30 June 2010 “On the Change in State Regulation of the Natural Monopoly Entities in the Bolshoi Port St. Petersburg” (the Tariff Cancelation Order). The Tariff Cancelation Order countermanded the governmental price regulation with respect to services rendered by the port terminals located in the Big Port of St. Petersburg, including Petrolesport and FCT. See also “—Tariff regulation”. ● Order of the FTS No. 134-t/2 dated 30 June 2010 “On termination of decisions of the Management Board of Ministry of the Russian Federation for Antimonopoly Policy and Support of Entrepreneurship (MAP) of the Russian Federation adopted by orders of MAP of the Russian Federation and Regulation of EEC of the Russian Federation” (the Termination Order). The Termination Order cancelled all decisions of MAP of the Russian Federation and the Federal Energy Commission of the Russian Federation (FEC) setting tariff rates for loading and off-loading works in respect of FCT. See also “—Tariff regulation”. Regulatory authorities Several governmental agencies participate in regulation of the Russian port industry and form a complex multi-tier system of regulation. Functions and authorities of these agencies are at times ambiguous and unclear. In addition, over the past years, the structure of the Russian government was extensively reorganised. At present, the principal regulatory authorities that provide overall oversight of the Group’s business include the following:

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● The Government of the Russian Federation decides on construction, expansion and closing of seaports, sets the borders of seaports, establishes the special economic port zone in accordance with the Law on Special Economic Zones and sets the regime for crossing of the borders of the Russian Federation in accordance with the law of the Russian Federation “On the State Border of the Russian Federation” No. 4730-1 dated 1 April 1993, as amended; and ● The Ministry of Economic Development approves: (i) strategic plans for social and economic development; (ii) the list and order of determination of the indexes of economical efficiency for federal state unitary enterprises and joint-stock companies whose shares are owned by the Russian Federation; and (iii) opinions on drafts of the legal acts which regulate the relationships of business entities or their relationships with the Russian Federation and which also affect macroeconomic indicators of the Russian Federation. Ports transportation activity is regulated by the Ministry of Transport of the Russian Federation (MinTrans), the Federal Service for Transport Supervision, the Federal Agency for Sea and River Transport (FASRT) (reporting to the MinTrans), Seaports Authorities (reporting to the FASRT) and Rosmorport: ● The Ministry of Transport generally regulates and supervises the transport industry and infrastructure in Russia. The Ministry of Transport has several agencies specialising in the regulation of specific types of transport; ● The Federal Service for Transport Supervision, which is under the Ministry of Transport, oversees compliance with the laws and regulations governing transport (including seaports), inland water transport, railway transport, motor and electric-powered city transport, civil aviation, industrial transport, and road transport, industrial transport and road facilities and issues licences for certain activities, including loading and unloading of hazardous cargo in seaports, and other authorisation documents, including quay operation permits; ● The Federal Agency of Sea and River Transport carries out state services and manages state-owned property in the field of seas and river transport, holds tenders and enters into government contracts for placement of orders to supply goods, performance of work and provision services for the agency’s needs, and conduct of research for the state’s needs; ● Seaport Authorities are state organisations that exercise supervising and controlling functions in relation to seaport activities. In particular, they supervise compliance by ports with applicable Russian and international law, maintain the register of vessels operated by ports, control navigation within harbours, provide security and ecological safety control and exercise certain other functions; and ● Rosmorport is a federal state unitary enterprise that manages and controls the use of state-owned infrastructure operated by seaports and quays, including hydrotechnical constructions, on behalf of the Federal Agency for State Property Management, save for infrastructure facilities managed by Seaport Authorities. Rosmorport is responsible for collection of port duties and directing them towards construction and modernisation of port infrastructure. Rosmorport also oversees implementation of certain governmental port development programme and regulates tariffs for the lease of quays lines. Border and customs activity are regulated by two authorities: ● State Border Control deals with international ships calling at Russian ports; and ● The Federal Customs Service defines the state customs policy, exercises legal regulation and supervisory powers in the customs sphere, provides customs clearance for all export and import goods, exercises the functions of a currency control agent and special functions to counter smuggling, other crimes, and administrative offences. The financial activity of ports is regulated by the FTS and the FAS: ● The FTS sets maximum tariff rates for the services rendered by natural monopoly entities, including seaport operators. The FTS also acts as a regulatory authority for natural monopoly entities in certain other aspects of their activities. See “—Tariff regulation”; and

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● The FAS supervises competition and pricing regulations and monitors compliance by the natural monopoly entities with anti-monopoly and natural monopoly law, particularly over the equal access of customers to the services provided by natural monopoly entities. Other activities are regulated by the following authorities: ● The Federal Service for Supervision over Natural Resources monitors compliance with environmental law and supervises the use of water resources; ● The Federal Service for Environmental, Technological and Nuclear Supervision supervises pollutant discharge in the environment, monitors harmful impact on the atmosphere, maintains the register of hazardous industrial objects and controls compliance with environmental law and law on hazardous industrial objects; ● The Federal Service for Supervision over Consumer Rights Protection and People’s Welfare monitors compliance with sanitary and epidemiological regulations; and ● The Federal Service for Supervision in the Sphere of Mass Communication exercises supervisory powers in the radio broadcasting sphere, performs frequency assignment on the basis of the resolution of the Federal Radio Frequency Committee and registers the frequency assignment. The federal services and agencies listed above are directly involved in regulating and supervising the Russian seaport industry. Moreover, there are certain other government bodies which, together with their subdivisions, have authority over various general issues relating to the Russian seaport industry or otherwise relating to the Group’s business, including emergency procedures, justice, tax and other matters. Anti-monopoly regulation Federal Law “On Protection of Competition” No. 135-FZ dated 26 July 2006, as amended (the Competition Law), provides for a mandatory pre-approval by the FAS of the following transactions: ● an acquisition by a person (or by a group of persons) of more than 25% of the voting shares of 1 a joint stock company (/3 participation interest in a limited liability company) and the subsequent increase of these shares up to more than 50% and more than 75% of the voting 1 2 shares ( /2 and /3 participation interest in a limited liability company); or ● acquisition by a person (or by a group of persons) of the core production assets (with certain exceptions) and/or intangible assets of an entity if the balance sheet value of such assets exceeds 20% of the total balance sheet value of the core production and intangible assets of such entity; or ● obtaining rights to determine the conditions of an entity’s business activity or for one person (or a group of persons) to exercise the powers of the entity’s executive body, in each case, if any the following thresholds are met: ● aggregate asset value of an acquirer (and its group) together with a target (and its group) exceeds RUB7 billion and the total asset value of the target (and its group) exceeds RUB250 million; or ● the total annual revenue of an acquirer (and its group) and the target (and its group) for the preceding calendar year exceed RUB10 billion and the total asset value of the target (and its group) exceeds RUB250 million; or ● if an acquirer, and/or a target, or any entity within the acquirer’s group or a target’s group are included in the register of entities having a market share in excess of 35% on a particular commodity market or having the dominant position on a particular commodity market maintained by the FAS. The Competition Law envisages certain situations where post-transactional notification instead of FAS pre-approval is required. The Competition Law provides for a mandatory posttranslational notification (within 45 days of closing) to the FAS in connection with the NCC Acquisitions specified above, where the aggregate asset value or total annual revenue of an acquirer and a target and their respective groups for the preceding calendar year exceeds RUB400 million and the total asset value of the target (its group) exceeds RUB60 million. Under the Competition Law intra-group transfers are not subject to

Page 206 Regulation prior FAS consent if a post-closing notification of the FAS is made and in certain cases are subject to other conditions. Furthermore, the Competition Law provides for mandatory pre-approval by the FAS of the following actions: ● mergers and consolidations of entities, if any of the following thresholds are met: ● their aggregate asset value (the aggregate asset value of the groups of persons to which they belong) exceeds RUB7 billion; ● total annual revenue of such entities (groups of persons to which they belong) for the preceding calendar year exceed RUB10 billion; or ● if one of these entities is included in the register of entities having a market share in excess of 35% on a particular commodity market or having the dominant position on a particular commodity market maintained by the FAS; or ● foundation of an entity, if any the following thresholds are met: ● its charter capital is paid by the shares (participation interest) and/or the assets of another entity or the newly founded entity acquires the rights in respect of such shares (participation interest) and/or assets as specified in the Competition Law provided that the aggregate asset value of the founders (group of persons to which they belong) and the entities (groups of persons to which they belong) whose shares (participation interest) and/or assets are contributed to the charter capital of the newly founded entity exceeds RUB7 billion; ● total annual revenue of the founders (group of persons to which they belong) and the entities (groups of persons to which they belong) whose shares (participation interest) and/or assets are contributed to the charter capital of the newly founded entity for the preceding calendar year exceed RUB10 billion; or ● if an entity whose shares (participation interest) and/or assets are contributed to the charter capital of the newly founded entity is included in the register of entities having a market share in excess of 35% on a particular commodity market or having a dominant position on a particular commodity market maintained by the FAS. The Competition Law expressly provides for its extraterritorial application to transactions which are made outside of Russia but lead, or may lead, to the restriction of competition in Russia and relate to assets located on the territory of Russia or to the shares (participation interests) in Russian companies or rights in relation to such companies. Investment in companies of strategic importance for Russia On 29April 2008, then acting Russian President Vladimir Putin signed the Law on Strategic Enterprises, which came into effect in May 2008. The law applies to agreements that were entered into both in and outside of Russia if they lead to the acquisition of ownership interest in a strategic enterprise by a foreign investor. The Law on Strategic Enterprises introduces certain restrictions on acquisition by foreign investors of shares in, or control over, strategic enterprises, and sets out a list of activities considered to be of strategic importance to the national defence and security of Russia. The list includes, among other things, services rendered by companies classified as “natural monopoly entity” under Russian law, including the services rendered in transport terminals and ports. See also “— Natural monopoly entity status”. The Law on Strategic Enterprises requires prior approval by the Foreign Investments Supervision Commission for the acquisition of direct or indirect control over strategic enterprises by a foreign entity or any other person that is a member of a group one of whose members is a foreign entity with the participation of a foreign entity. This process may be quite lengthy and may take up to six months. If a foreign entity acquires 5% or more of shares in a strategic enterprise, it shall notify the FAS in writing and provide information and documents relating to the acquisition. A person is deemed to control a strategic enterprise if such person: (i) controls (directly or indirectly) 50% or more (10% or more for the companies using the subsoil of the strategic importance (the Strategic Subsoil User)) of the total number of votes attributable to the voting shares or stakes making up the charter capital of a strategic enterprise; (ii) has the right (on the basis of an agreement or otherwise) to direct decisions of a strategic enterprise, including the terms of its business operations;

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(iii) has the right to appoint the sole executive body of a strategic enterprise or 50% or more (10% or more for the Strategic Subsoil User) of the members of its collective executive body; (iv) has an unconditional ability to procure the election of 50% (10% or more for the Strategic Subsoil User) or more of the members of a strategic enterprise’s board of directors or other management body; or (v) acts as a management company for a strategic enterprise. Also, a strategic enterprise is deemed to be under control if a controlling foreign entity controls (directly or indirectly) less than 50% of the total number of votes attributable to the voting shares or stakes making up the charter capital of a strategic enterprise provided the proportion between the amount of votes available to the controlling foreign entity and the amount of votes available to other shareholders provides the controlling foreign entity with an opportunity to determine the decisions of the strategic enterprise. If the proportion of votes available to the foreign entity changes due to (i) buyback or transfer of shares in a strategic enterprise to it and, consequently, a block of treasury shares is formed, (ii) distribution of treasury shares in a strategic enterprise between its shareholders, (iii) conversion of preferred stock into ordinary stock or (iv) for any other reason, and the foreign entity subsequently obtained control over the respective strategic enterprise, such foreign entity is obliged under the Law on Strategic Enterprises to file an application to the Foreign Investments Supervision Commission within three months of obtaining control over such strategic enterprise. With respect to transactions aimed at acquisition by a foreign state, international organisation or an organisation controlled by foreign state or international organisation, prior approval is required if such a transaction results in direct or indirect control over more than 25% (or 5% for a Strategic Subsoil User) of the votes represented by the shares in a strategic enterprise or any other ability to block decisions of the management bodies of such entity. Transactions aimed at the acquisition by a foreign state, international organisation or an organisation controlled by a foreign state or international organisation of direct or indirect control over more than 50% (or 10% for a Strategic Subsoil User) of the votes represented by the shares in a strategic enterprise or any other ability to block decisions of the management bodies of such entity are prohibited by the Law on Strategic Enterprises. Transactions for acquisition of shares in strategic enterprises or leading to obtaining control made in violation of the Law on Strategic Enterprises are considered to be void under Russian law. Moreover, an authorised person may file a claim seeking to: (i) deprive a foreign investor of its right to vote at shareholders’ meetings, or (ii) invalidate the decisions of the management bodies of a strategic enterprise and transactions entered into by a strategic enterprise upon acquisition by a foreign investor of control over a strategic enterprise. If a foreign investor does not receive an approval after a change in the proportion of votes in a strategic enterprise as described above, such foreign investor must dispose of its shares in a strategic enterprise to bring its shareholding into compliance with the requirements of the Law on Strategic Enterprises within three months of a refusal to grant such approval. If a foreign investor fails to do so, an authorised state body may initiate court proceedings in order to deprive the foreign investor of its right to vote at shareholders’ meetings. Similarly, if a foreign investor breaches, or systematically fails to comply with, obligations which may be imposed on a foreign investor in connection with granting an approving the acquisition of control, an authorised state body may initiate court proceedings in order to deprive the foreign investor of its right to vote at shareholders’ meetings. Natural monopoly entity status The Natural Monopoly Law regulates those markets in which “demand is more efficiently satisfied in the absence of competition due to the technological aspects of the production process and the products (including services) produced by the natural monopolies cannot be substituted by other products”. The list of regulated activities is provided in the Natural Monopolies Law, which includes the services rendered in transport terminals and ports. The list of entities that are natural monopolies is maintained by the FTS. VSC OOO, Petrolesport and FCT are classified as natural monopoly entities. The key elements of the regime established by the Natural Monopolies Law are: ● natural monopoly entities are not entitled to refuse to enter into an agreement with consumers, provided that the relevant natural monopoly entities have the requisite capacity; ● the competent authorities can (i) regulate the prices for the natural monopoly entity’s products and (ii) determine the categories of consumer who are entitled to require the natural monopoly entity to provide them with a certain level or volume of products;

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● any transactions resulting in acquisition of more than 10% of voting interest in a natural monopoly entity’s charter capital and/or changing of the amount of such interest require a post-completion notification of the FAS; ● if a natural monopoly acquires more than 10% of voting interest in a Russian entity it shall also make a post-completion notification to the FAS of such acquisition; ● certain types of transactions, particularly (i) investments outside the regulated activity of a natural monopoly entity (in the Group’s case its regulated activity is the services rendered in ports and stevedoring operations), (ii) any sale, lease or other transaction which results in another entity obtaining title to a part of natural monopoly’s fixed assets used for regulated activity, in each case exceeding 10% of the natural monopoly’s equity capital, must be approved by the FAS; ● reporting requirements apply to the natural monopoly’s regulated activity and projects on capital investments; and ● to provide free access to, among other, the following information about natural monopoly’s activities: (i) appreciation of goods and services; (ii) key indicators of financial and business activities; (iii) investment programmes (including of project investment programmes) and their results. Tariff regulation As mentioned above, services rendered in transport terminals and ports are included in the list of activities of natural monopoly entities. For the purposes of tariff regulation, the Government of the Russian Federation adopted the list of services rendered by natural monopoly entities in seaports which are subject to tariff regulation. The FTS has exercised its authority with respect to regulated services provided by VSC OOO by instituting the tariffs and tariff setting procedures set out in the VSC Order. The FTS sets maximum tariff rates for a range of stevedoring (including transhipment from vessel to the yard (first lift) and transpiration to the point of storage, transhipment from the yard/storage point to trucks and railway cars (last lift)) and storage services, including storage within terminal area, rendered by VSC OOO. Hence, the prices established at VCS OOO’s terminals shall not exceed the applicable tariffs. However, VSC OOO can set lower tariff rates depending on competitive environment and other factors. Other services (including: repairing of containers; weighting of containers; preparation for customs inspection of containers; stuffing/unstuffing operations; and assuring of compliance with international security standards) rendered by VSC OOO are not regulated. Also, tariffs at other Group terminals are not regulated. The components of the maximum tariff include the company’s fixed and variable costs to provide the service, capital expenditure for planned or commenced projects plus a specified rate of return, and may contemplate automatic adjustments for inflation rates or other macroeconomic or other factors. Tariffs for VSC OOO are set in roubles in relation to coastal freight and in US dollars for export and import freight. These tariffs may be reviewed by the FTS in certain cases, in particular, at the request of VSC OOO or upon the initiative of the FTS. For the purposes of amending the tariffs, VSC OOO may from time to time apply for the amendment of the existing tariffs if the value of any of the cost components of the tariff changes materially or due to capital expenditure requirements. Tariff rates for loading and off-loading operations in respect of FCT were established by the decision of the Management Board of MAP of the Russian Federation No. 2/k-2-mp dated 1 October 1999. Up until 2010, these tariff rates were effective and their size was adjusted by MAP and FEC of the Russian Federation. However, in 2010 FTS terminated all decisions of MAP and FEC of the Russian Federation according to the Termination Order. In addition, pursuant to the Tariff Cancelation Order tariff regulation with respect to stevedoring and storage services at terminals located in the Big Port of St. Petersburg, including such services rendered by Petrolesport and FCT, has been abolished. The FTS noted that this abolishment is the first research into deregulation of tariffs for stevedoring and storage services by the FAS, the FTS and the Government of the Russian Federation in relation to seaport operators which are natural monopoly entities and further tariff regulation of these services may be reinstated. In the course of two years, starting from June 2010, the Government of the Russian Federation will be monitoring the

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Petrolesport’s services. Within this period Petrolesport shall report to the FTS on the rendered activities on a three months’ basis. Seaports Law status The Seaports Law regulates commercial shipping in seaports, determines the procedures of construction, opening and closing of seaports, sets out certain rules applicable to seaport operations, including provision of port services, and establishes the legal basis for state regulation of seaports and port activities in the Russian Federation. The Seaports Law regulates seaport operations and determines the property which shall be owned by the state, including certain port infrastructure and land plots within the port’s territory. The Seaports Law provides that leasehold or other use rights to such property may be provided to legal entities on the basis of lease or concession agreements, respectively. The maximum term of such leasehold is 49 years. If a lessee under such a lease agreement undertakes to perform capital repair of the respective leased real estate, the lease term shall be at least 15 years. A seaport infrastructural facility may be sublet upon a lessor’s consent. Also, the Seaports Law provides for certain exceptions where the ownership title to land plots within the port’s territory can be transferred to private legal entities, for example, if buildings owned by such legal entities are located on the land plots within the port’s territory. Under a concession agreement, possession and use rights to buildings and constructions, including seaports, artificial land plots designed for construction and reconstruction of hydraulic seaport facilities and other seaport infrastructure, may be provided to legal entities. Transfer of the ownership title to real estate under a concession agreement is forbidden. The Seaports Law determines the status and authority of seaport administration, sets requirements to, and obligations of, seaport operators, regulates seaport services, including transhipment. According to the law, transhipment services are rendered pursuant to a transhipment agreement and are subject to tariff regulation. The law also regulates the receipt and pickup of cargo, determines the port operator’s obligations and sets the one year limitation period for claims under a transhipment agreement. Lease of quays under Russian law Russian law defines a quay as real estate. In accordance with the Civil Code, real estate is an object which is closely connected with land and cannot be moved without bringing damage to such object and to its further use. The quay is also a hydrotechnical object for the purposes of the Federal Law “On Safety of Hydrotechnical Constructions” No. 117-FZ dated 21 July 1997, as amended (the Hydrotechnical Safety Law). Lease of quays is primarily regulated by: ● the Civil Code; ● the Seaports Law; ● the Hydrotechnical Safety Law; and ● the Federal Law “On State Registration of Rights to and Transactions with Immovable Property” (the State Registration Law). Under the Seaport Law quays, subject to limited exemptions, are owned by the Russian Federation itself. It is generally possible, for an individual or a legal entity, to obtain leasehold to a quay on terms and conditions set by the Civil Code, the Seaports Law and the Hydrotechnical Safety Law. The term of a quay lease cannot exceed 49 years. If under a quay lease agreement a lessee undertakes to perform capital repair of the leased quay, the lease term shall be at least 15 years. The lessee has the right of first refusal to renew the leasehold, unless the lease agreement provides otherwise. In accordance with the Seaports Law leasehold to state property in seaports may only be provided on the basis of a tender auction. However, the law contains an exemption from this rule whereby an owner or holder of real estate adjacent to the quay which is used for providing seaport services is by operation of law entitled to obtain leasehold to the respective quay without auction. A quay lease agreement for a term of at least one year (a long term lease) must be registered in the Unified Register of Rights to and Transactions with Immovable Property. Accordingly, the lease rights to a quay arise only at the time of registration of the relevant quay lease agreement in the register.

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A real estate lease with a term less than one year (a short term lease) does not require such registration. Usually, rental rates for quay leases are not subject to state regulation. However, where the quays are owned by the Russian Federation, rental rates are required to be determined by an independent appraiser in accordance with Russian law. Licensing The Russian-incorporated entities within the Enlarged Group are required to obtain numerous licences from governmental authorities in the conduct of their operations. The Law on Licensing provides for a list of activities, which may only be performed on the basis of a licence issued by the relevant state authorities. This list includes seaport operations, such as loading and off-loading hazardous cargo in seaports, loading and off-loading hazardous cargo onto and from railway vehicles, sea towing, detoxification and distribution of hazardous wastes. However, the Law on Licensing provides that the licensing of loading and unloading hazardous cargo in seaports and sea towing will be replaced by mandatory insurance of the civil liability as soon as a separate federal law is passed to that effect. Apart from those activities, the Russian- incorporated entities within the Enlarged Group render certain related services that are also subject to licensing. Under the Law on Licensing, licences for the activities described above are issued for an unlimited period. A licence can be suspended if a licensee breaches the terms and conditions of such licence. Furthermore, if the licensee fails to rectify such breach within the established timeframe the licensing authority may initiate court proceedings aiming cancellation of the licence. Water use rights Seas or separate parts thereof (for example, straits, gulfs, harbours), which are of Russian territory, are state-owned. Pursuant to the Water Code, use of the sea in connection with carrying out seaport activities (such as use of berths, fixed and floating sea platforms, as well as discharging waste and drainage waters into the sea) requires a permit from the relevant regional state or municipal authorities. Normally, such permits are issued for certain period set forth therein. A permit may be suspended by a court decision or an administrative order in certain cases, including occurrence of a risk to a person’s life or health, a radiation accident or other emergency and inflicting harm on the environment. A permit may be cancelled by court if the activities carried out in the seaport fall outside the scope of permitted activities, as set out in the permit, or otherwise violate of Russian law. Pursuant to the Water Code, if the activities cause harm to the sea, including pollution, water quality degradation, desiccation or depletion of water, the person responsible for inflicting such harm shall compensate for it. Methodology of compensation of the harm to the sea is set out in regulations of the Ministry of Natural Resources and Ecology. Land use rights Water use law provides that in order to obtain a permit to use the sea, a document certifying the right to use the land plot adjacent to the sea has to be provided to the relevant regional state or municipal authorities. Land in Russia is categorised as having a particular use as follows: (i) agricultural land; (ii) settlement land; (iii) industrial land; (iv) protected land; (v) forestry land; (vi) land associated with bodies of water; and (vii) reserve land (land which is owned by the state, which can be transferred to the other categories and may only be used after the category transfer has been completed). The Land Code requires that each category of land must be used in accordance with its designated purpose. The main procedures for changing the designated purpose of land are set forth in the Land Code and the Federal Law on Change of the Category of Land and Land Plots, which was adopted at the end of 2004. Designated purpose of land plots is established by ‘types of permitted use’ that reflect applicable zoning of the relevant area. Land plots of one category could have different types of permitted use assigned to each land plot. Any use of a land plot must comply not only with its category but also its type of permitted use. As a result, in order to initiate construction on a land plot, a company must ensure that the land plot underlying the intended construction has an appropriate permitted use.

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Types of permitted use are defined in local rules on land use and development. In practice, a developer often needs to change the permitted use of the land plot to commence development. Under Russian law, prior to the adoption of local rules on land use and development, a decision on changing the permitted use of a land plot should be taken by the head of the local administration on the basis of public hearings. Such rules, once adopted, provide for the types of permitted use of the land plot which may be granted without a necessity to obtain further administrative consents and the types of permitted use in respect of which a resolution of the head of the local administration is requisite. Such resolution should be adopted on the basis of public hearings. Land within each particular category is also subject to specific requirements established by federal, regional and local laws regarding the use of such land. A majority of land plots in the Russian Federation are owned by the Russian Federation itself, Russian regions and municipalities which may be sold or leased to persons or entities through a public auction or on an individual basis. Companies may have a title of ownership or perpetual use of their plots, or enter into long-term lease agreements. The transfer of ownership title in relation to a land plot under a sale and purchase agreement and agreements on the lease of a land plot shall be registered if concluded for a term of one year or more and are subject to state registration. The lessee normally has a priority right to enter into a new land lease agreement with the lessor upon expiration of the land lease. In order to renew a land lease agreement, the lessee must apply to the lessor (usually state or municipal authority) for a renewal prior to the expiration of the agreement. Companies may also have a right of perpetual use of land provided that this right was obtained prior to the enactment of the Land Code. However, the Federal Law “On Enactment of the Land Code” No. 137-FZ dated 25 October 2001, as amended, with certain exceptions, requires companies possessing land under the right of perpetual use either to acquire ownership title or leasehold to such land by 1 July 2012. Failure to transfer the title by 1 January 2013 triggers administrative liability. Owners of land plots and buildings are required to comply with federal, regional and local law, which includes, amongst other matters, fire, residential and town-planning rules and regulations. The owner of a building usually bears all liabilities that may arise in connection with the building. In addition to the requirement to use the land plot in accordance with its permitted use as provided by zoning requirements, owners and lessees are required not to cause harm to the environment, to assume the liability for and financial costs of compliance with various land use standards and not to allow the pollution, littering or degradation of the land. Regional or local law, or an investment or lease contract entered into with regional or local authorities, may also subject the owner, or the developer as the future owner of the buildings, to be constructed under the investment or lease contract, to various financial obligations, such as the financing of local engineering services, transportation and social infrastructure, as well as reimbursing certain expenses to the previous tenants of the land plot. Land is subject to land tax. Land tax is regulated by the Tax Code and acts of municipal authorities. This tax is payable by individuals and legal entities holding title to land plots in the Russian Federation. The tax rates are established by the acts of municipal authorities, but may not be higher than 0.3% of the cadastre value of a land plot for agricultural land or land plots under residential housing and may not be higher than 1.5% of the cadastre value of a land plot for other land categories. The Tax Code permits municipal authorities to establish tax incentives for certain categories of taxpayers. For legal entities, the tax is payable on a quarterly basis, unless otherwise established by the acts of municipal authorities. If the construction is completed within the first three years, the amount of the land tax paid at a multiplier of 2 in excess of the regular land tax rate is repayable to the taxpayer. Where land is leased from regional or local authorities in Russia, lessees pay a rent pursuant to the relevant land lease agreement. The general rules for assessing land rent are established by the relevant regional and local authorities. Russian federal law empowers regional and local authorities to establish individual land rent rates for certain categories of land and lessees. Local authorities may also require the payment of a separate, and sometimes significant, fee by the lessee for the right to conclude a lease agreement with them. Where the land is leased from private persons, the lease rent is established and regulated in the agreement between the parties.

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Environmental matters The GPI Group and the NCC Group are subject to laws, regulations and other legal requirements relating to the protection of the environment, including those governing the discharge of waste water and the cleanup of contaminated sites. Issues related to protection of water resources in Russia are regulated primarily by Environmental Protection Law, the Water Code and a number of other federal and regional normative acts. Pursuant to the Water Code, discharging waste water into the sea is allowed, provided that the volume does not exceed the established standards of admissible impact on water resources. At the same time, the Environmental Protection Law establishes a “pay-to-pollute” regime, which implies that companies need to pay for discharging waste waters. However, the payments of such fees do not relieve a company from its responsibility to comply with environmental protection measures. A “pay-to-pollute” regime is administered jointly by federal and local authorities. The Ministry of Natural Resources and Ecology has established environmental impact standards, such as limits on emissions and hazardous waste disposal. A company shall obtain a permit to exceed these limits from the federal or regional authorities, depending on the type and scale of the proposed environmental impact. As a condition to such a permit, the company must develop a plan for the reduction of emissions or hazardous waste disposals and submit it to the applicable government agency for approval. If the operations of a company violate environmental requirements or cause harm to the environment or any individual or legal entity, environmental authorities may suspend these operations or a court action may be brought to limit or ban these operations and require the company to remedy the effects of the violation. The limitation period for lawsuits for the compensation of damage caused to the environment is twenty years. Courts may also impose clean-up obligations on offenders in lieu of or in addition to imposing fines. Health and safety Due to the nature of the seaport business, much of the relevant activities are conducted at industrial facilities or sites by a large number of workers, and workplace safety issues are of significant importance to the operation of these sites. The principal law regulating industrial safety is the Industrial Safety Law. The Industrial Safety Law applies, in particular, to hazardous facilities where certain activities are conducted, including sites where lifting machines are used and where cargoes are handled. Any construction, reconstruction, liquidation or other activities in relation to related industrial facilities are subject to a state industrial safety review. Companies that operate such industrial facilities have a wide range of obligations under the Industrial Safety Law. In particular, they must limit access to such facilities to qualified specialists, maintain industrial safety controls and carry insurance for third-party liability for injuries caused in the course of operating industrial sites. In the event of an accident, a special commission, led by a representative of the relevant state authorities, conducts a technical investigation to establish the cause of the accident at the expense of the company operating the facility where the accident occurred. The relevant state officials have the right to access industrial facilities and may inspect documents to ensure a company’s compliance with safety rules. Operations of the company may be suspended as a result of such inspections. Any company or individual violating industrial safety rules may incur administrative or civil liability, or both, and individuals may also incur criminal liability. A company that violates safety rules in a way that negatively impacts the health of an individual may also be obligated to compensate the individual for loss of earnings, as well as other health-related damages. Employment matters Employment matters in Russia are primarily governed by the Employment Code of the Russian Federation No. 197-FZ, dated 30 December 2001, as amended (the Employment Code). As a general rule, employment agreements are concluded for an indefinite term. An employer may terminate an employment contract only on the basis of the specific grounds enumerated in the Employment Code, including: ● liquidation of the enterprise or redundancy;

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● incompetence; ● systematic failure of the employee to fulfil their duties; ● any single material violation by the employee of his/her duties, including absence from work; and ● submitting false documents or misleading information prior to entry into the employment contract. An employee dismissed from an enterprise due to redundancy or liquidation is entitled to receive compensation including a severance payment and, depending on the circumstances, average monthly salary payments for a certain period of time. The Employment Code also provides additional protection for specific categories of employees. For example, except in the event of liquidation of an enterprise, an employer cannot dismiss expectant mothers. The ability of a company to dismiss minors, mothers with a child under the age of three, employees being the only wage earners in families with a disabled child under the age of 18 or who are the only wage earners in families with three or more children under 14 years of age provided that at least one child is under three years age, single mothers with a child under the age of 14 or a disabled child under the age of 18 or other persons caring for a child under the age of 14 or a disabled child under the age of 18, is also limited. Additional benefits in terms of payments, protection from dismissal, reduced working hours and other are provided for some specific categories of employees (minor employees, employees working in the North and similar regions, employees working on difficult and hazardous works, etc.). Also the additional benefits may be provided to the employees by the collective agreements on federal, regional, industrial and local level. Any termination by an employer that is inconsistent with the Employment Code requirements may be invalidated by a court, and the employee may be reinstated. When an employee is reinstated by a court, the employer must compensate the employee for any unpaid salary for the period between the wrongful termination and reinstatement, as well as for moral damage. The Employment Code generally sets the regular working week at 40 hours. Any time worked above and beyond the regular working week, as well as any work on public holidays or weekends, must be compensated at a higher rate. Annual paid vacation leave under the law is generally 28 calendar days. The minimum salary in Russia, as established by federal law, is calculated on a monthly basis and is currently RUB 5,204 (approximately USD173). Although recent Russian employment regulations have curtailed the authority of trade unions, they still retain significant influence over employees and, as such, may affect the operations of large companies in Russia. The activities of trade unions are generally governed by the Federal Law “On Trade Unions, Their Rights and Guaranties of Their Activity” No. 10-FZ dated 12 January 1996, as amended (the Trade Union Law). The Trade Union Law defines a trade union as a voluntary union of individuals with common professional and other interests that is incorporated for the purposes of representing and protecting the rights and interests of its members. National trade union associations, which coordinate activities of trade unions throughout Russia, are also permitted. As part of their activities, trade unions may: ● negotiate collective contracts and agreements such as those between the trade unions and employers, federal, regional and local governmental authorities and other entities; ● monitor compliance with labour laws, collective contracts and other agreements; ● access work sites and offices, and request information relating to labour issues from the management of companies and state and municipal authorities; ● represent their members and other employees in individual and collective labour disputes with management;

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● participate in strikes; and ● monitor redundancy of employees and seek action by municipal authorities to delay or suspend mass layoffs. Russian laws require that companies co-operate with trade unions and not interfere with their activities. Trade unions and their officers enjoy certain guarantees as well, such as: ● protection from disciplinary punishment or dismissal on the initiative of the employer without prior consideration of the reasonable opinion of the management of the trade union and, in certain circumstances, the opinion of the relevant trade union association; ● retention of job positions for those employees who stop working due to their election to the management of trade unions; and ● provision of the necessary equipment, premises and transportation vehicles by the employer for use by the trade union free of charge, if provided for by a collective bargaining contract or other agreement. If a trade union discovers any violation of work condition requirements, notification is sent to the employer with a request to cure the violation and to suspend work if there is an immediate threat to the lives or health of employees. The trade union may also apply to state authorities and employment inspectors and prosecutors to ensure that an employer does not violate Russian employment laws. Trade unions may also initiate collective employment disputes, which may lead to strikes. To initiate a collective employment dispute, trade unions present their demands to the employer. The employer is then obliged to consider the demands and notify the trade union of its decision. If the dispute remains unresolved, a reconciliation commission attempts to end the dispute. If this proves unsuccessful, collective employment disputes are generally referred to mediation or employment arbitration. The Trade Union Law provides that those who violate the rights and guaranties provided to trade unions and their officers may be subject to disciplinary, administrative and criminal liability. Although neither the Code of Administrative Delinquencies of Russia No. 195-FZ dated 30 December 2001 as amended, nor the Criminal Code of the Russian Federation No. 63-FZ dated 13 June 1996, as amended, currently has provisions specifically relating to these violations, general provisions and sanctions may be applicable.

Page 215 SELLING RESTRICTIONS The distribution of this document in certain jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any restrictions, including those set forth in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been or will be taken in any jurisdiction that would permit a public offering of the GDRs, or possession or distribution of this Prospectus or any other offering material in any country or 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 advertisement in connection with the GDRs may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Persons into whose possession this Prospectus comes should inform themselves about and observe any restrictions on the distribution of this Prospectus and the offer, subscription and sale of the GDRs. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Prospectus does not constitute an offer to subscribe for or buy any of the GDRs to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

Page 216 SETTLEMENT AND TRANSFER Clearing And Settlement of GDRs Custodial and depositary links have been established between Euroclear, Clearstream, Luxembourg and DTC to facilitate the initial issue of the GDRs and cross-market transfers of the GDRs associated with secondary market trading. Euroclear and Clearstream, Luxembourg Euroclear and Clearstream, Luxembourg each hold securities for participating organisations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream, Luxembourg provide to their respective participants, among other things, services for safekeeping, administration, clearance and settlement of internationally-traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Euroclear and Clearstream, Luxembourg have established an electronic bridge between their two systems across which their respective customers may settle trades with each other. Indirect access to Euroclear or Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies, which clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly. Distributions of dividends and other payments with respect to book-entry interests in the GDRs held through Euroclear or Clearstream, Luxembourg will be credited, to the extent received by the Depositary, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system’s rules and procedures. DTC DTC is a limited-purpose trust company organised under the laws of the State of New York, a “banking organisation” within the meaning of the New York Banking Law, a member of the United States Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the US Exchange Act. DTC holds securities for DTC participants and facilitates the clearance and settlement of securities transactions between DTC participants through electronic computerised book- entry changes in DTC participants’ accounts. DTC participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Holders of book-entry interests in the GDRs holding through DTC will receive, to the extent received by the Depositary, all distributions of dividends or other payments with respect to book-entry interests in the GDRs from the Depositary through DTC and DTC participants. Distributions in the United States will be subject to relevant tax laws and regulations of the United States. See “Taxation—United States Federal Income Tax Considerations”. As DTC can act on behalf of DTC direct participants only, who in turn act on behalf of DTC indirect participants, the ability of beneficial owners who are indirect participants to pledge book-entry interests in the GDRs to persons or entities that do not participate in DTC, or otherwise take actions with respect to book-entry interests in the GDRs, may be limited. Registration and Form of GDRs Book-entry interests in the GDRs held through Euroclear and Clearstream, Luxembourg are represented by a Master Regulation S GDR registered in the name of JP Morgan Chase Bank, N.A.,. as nominee for BNP Paribas Securities Services Luxembourg, as common depositary for Euroclear and Clearstream, Luxembourg. Book-entry interests in the GDRs held through DTC are represented by a Master Rule 144A GDR registered in the name of Cede & Co., as nominee for DTC, which will be held by the Depositary as custodian for DTC. As necessary, the Depositary will adjust the amounts of GDRs on the relevant register to reflect the amounts of GDRs held through Euroclear, Clearstream, Luxembourg and DTC, respectively. Beneficial ownership in the GDRs will be held through financial institutions as direct and indirect participants in Euroclear, Clearstream, Luxembourg and DTC. The

Page 217 Settlement and Transfer aggregate holdings of book-entry interests in the GDRs in Euroclear, Clearstream, Luxembourg and DTC will be reflected in the book-entry accounts of each such institution. Euroclear, Clearstream, Luxembourg and DTC, as the case may be, and every other intermediate holder in the chain to the beneficial owner of book-entry interest in the GDRs, will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book-entry interests in the GDRs. The Depositary will be responsible for maintaining a record of the aggregate holdings of GDRs registered in the name of the common depositary for Euroclear and Clearstream, Luxembourg and the nominee for DTC. The Depositary will be responsible for ensuring that payments received by it from the Company for holders holding through Euroclear or Clearstream, Luxembourg are credited to Euroclear or Clearstream, Luxembourg as the case may be, and the Depositary will also be responsible for ensuring that payments received by it from the Company for holders holding through DTC are received by DTC. The Company will not impose any fees in respect of the GDRs; however, holders of book-entry interests in the GDRs may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear, Clearstream, Luxembourg or DTC and certain fees and expenses payable to the Depositary in accordance with the terms of the Deposit Agreement. Global Clearance and Settlement Procedures Initial settlement The GDRs will be in global form evidenced by the two Master GDRs. Purchasers electing to hold book-entry interests in the GDRs through Euroclear or Clearstream, Luxembourg accounts will follow the settlement procedures applicable to depositary receipts. DTC participants acting on behalf of purchasers electing to hold book-entry interests in the GDRs through DTC will follow the delivery practices applicable to depositary receipts. Secondary market trading Trading between Euroclear and Clearstream, Luxembourg participants. Secondary market sales of book-entry interests in the GDRs held through Euroclear or Clearstream, Luxembourg to purchasers of book-entry interests in the GDRs through Euroclear or Clearstream, Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear or Clearstream, Luxembourg and will be settled using the normal procedures applicable to depositary receipts. Trading between DTC participants. Secondary market sales of book-entry interests in the GDRs held through DTC will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to depositary receipts, if payment is effected in US Dollars, or free of payment, if payment is not effected in US Dollars. Where payment is not effected in US Dollars, separate payment arrangements outside DTC are required to be made between the DTC participants. Trading between DTC seller and Euroclear/Clearstream, Luxembourg purchaser. When book-entry interests in the GDRs are to be transferred from the account of a DTC participant to the account of a Euroclear or Clearstream, Luxembourg participant, the DTC participant must send to DTC a delivery free of payment instruction at least two business days prior to the settlement date. DTC will in turn transmit such instruction to Euroclear or Clearstream, Luxembourg, as the case may be, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg participant. On the settlement date, DTC will debit the account of its DTC participant and will instruct the Depositary to instruct Euroclear or Clearstream, Luxembourg, as the case may be, to credit the relevant account of the Euroclear or Clearstream, Luxembourg participant, as the case may be. In addition, on the settlement date, DTC will instruct the Depositary to (i) decrease the amount of book-entry interests in the GDRs registered in the name of a nominee for DTC and represented by the Master Rule 144A GDR and (ii) increase the amount of book-entry interests in the GDRs registered in the name of the common nominee for Euroclear and Clearstream, Luxembourg and represented by the Master Regulation S GDR. Trading between Euroclear/Clearstream, Luxembourg seller and DTC purchaser. When book-entry interests in the GDRs are to be transferred from the account of a Euroclear or Clearstream, Luxembourg participant to the account of a DTC participant, the Euroclear or Clearstream, Luxembourg participant must send to Euroclear or Clearstream, Luxembourg a delivery free of payment instruction at least one business day prior to the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or

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Clearstream, Luxembourg participant, as the case may be. On the settlement date, Euroclear or Clearstream, Luxembourg, as the case may be, will debit the account of its participant and will instruct the Depositary to instruct DTC to credit the relevant account of Euroclear or Clearstream, Luxembourg, as the case may be, and will deliver such book-entry interests in the GDRs free of payment to the relevant account of the DTC participant. In addition, Euroclear or Clearstream, Luxembourg, as the case may be, shall on the settlement date instruct the Depositary to (i) decrease the amount of the book- entry interests in the GDRs registered in the name of the common nominee and evidenced by the Master Regulation S GDR and (ii) increase the amount of the book-entry interests in the GDRs registered in the name of a nominee for DTC and represented by the Master Rule 144A GDR. General Although the foregoing sets forth the procedures of Euroclear, Clearstream, Luxembourg and DTC in order to facilitate the transfers of interests in the GDRs among participants of Euroclear, Clearstream, Luxembourg and DTC, none of Euroclear, Clearstream, Luxembourg or DTC are under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the GPI Group, the NCC Group or the Enlarged Group, the Depositary, the Custodian or their respective agents will have any responsibility for the performance by Euroclear, Clearstream, Luxembourg or DTC or their respective participants of their respective obligations under the rules and procedures governing their operations.

Page 219 DESCRIPTION OF SHARE CAPITAL AND APPLICABLE CYPRIOT LAW Set forth below is a description of the Company’s share capital, the material provisions of the Company’s memorandum and articles of association in effect on the date of this Prospectus and certain requirements of Cypriot legislation. Holders of GDRs will be able to exercise their rights with respect to the Ordinary Shares underlying the GDRs only in accordance with the provisions of the Deposit Agreement and the Deed Poll and the relevant requirements of Cypriot law.

DESCRIPTION OF THE COMPANY The Company was duly incorporated as a private limited liability company limited by shares and was registered in Cyprus on 29 February 2008 under the name Global Ports Investments Ltd, pursuant to the certificate of incorporation issued by the Office of the Registrar of Companies in Cyprus, and has conducted business since that date. The principal legislation under which the Company operates, and under which the Ordinary Shares are created, is the Companies Law, Cap. 113 of Cyprus (as amended). The shareholders of the Company resolved by a special resolution on 18 August 2008 that Global Ports Investments Ltd be converted into a public company and that its name be changed to Global Ports Investments PLC. The formal registration of the change of name with the Registrar of Companies in Cyprus occurred on 7 October 2008. The Company’s registered number is 224289, and its registered office is at Omirou 20, Agios Nikolaos, P.C. 3095, Limassol, Cyprus. The telephone number of the Company’s registered office is +357 255 83 600. The Company’s principal place of business is located at Kanika International Business Center, Office 201, Profiti Ilia Street, 4, Germasogeia, Limassol, P.C. 4046, Cyprus and the telephone number at the principal place of business is + 357 25 312 588.

PURPOSE The Company’s purpose includes, among other things, to undertake business of a commercial nature. The Company’s objects are set forth in full in Clause 3 of its Memorandum of Association.

SHARE CAPITAL The Company’s authorised share capital on its incorporation was USD10,000 divided into 100,000 ordinary shares of USD0.10 each, all of which were allotted to TIHL as fully paid. On 11 June 2008, by way of a written resolution signed by all the shareholders of the Company, the authorised share capital of the Company was increased to 450,000,000 ordinary shares of USD0.10 each by the creation of additional 449,900,000 ordinary shares of USD0.10 each and all 449,900,000 ordinary shares were allotted to TIHL as fully paid. On 30 May 2011, by way of a written resolution signed by all the shareholders of the Company, the authorised share capital of the Company was further increased from USD45,000,000 to USD53,000,000, divided into 530,000,000 ordinary shares of USD0.10 each, by the creation of an additional 80,000,000 ordinary shares of USD0.10 each par value. On 16 October 2012, by way of a meeting of shareholders, the authorised share capital of the Company consisting of 530,000,000 ordinary shares of USD0.10 each was reclassified into 353,750,000 ordinary shares of USD0.10 each (Ordinary Voting Shares) and 176,250,000 ordinary non-voting shares of USD0.10 each (Ordinary Non-Voting Shares). 176,250,000 ordinary shares of USD0.10 each par value held by TIHL were converted into 176,250,000 ordinary non-voting shares of USD0.10 each. On 27 September 2013, by way of a special resolution passed at the extraordinary general meeting of the shareholders of the Company, the authorised share capital of the Company was increased from USD53,000,000 consisting of 353,750,000 ordinary shares of USD0.10 each and 176,250,000 ordinary non-voting shares of USD0.10 each to USD58,158,536.40, divided into 353,750,000 Ordinary Voting Shares each and 227,835,364 Ordinary Non-voting Shares. This was achieved by the creation of an additional 51,585,364 ordinary non-voting shares of USD0.10 each. In connection with this resolution, the board of directors of the Company was authorised to issue and allot 51,585,366 ordinary shares of USD0.10 each and 51,585,364 ordinary non-voting shares of USD0.10 each or to grant rights to subscribe for or to convert any security into all or any of the said shares in the Company for a period of five years from the date of passing of the resolution or unless renewed or otherwise resolved by the Company in general meeting, subject to the provisions of the Company’s articles of association. Section 59A of the Companies Law, Cap 113 as amended provides that where a decision of the shareholders is required in relation to the change of the amount or the classes of the share capital or to

Page 220 Description of Share Capital and Applicable Cypriot Law the rights attached to any class of shares and when the share capital of the company is divided into different classes of shares, separate voting takes place for each class of shares, the rights of which are affected by the change. Because the Company's share capital is divided into voting and non-voting shares, the recent increase in the Company's share capital required a separate vote of the holders of non-voting ordinary shares (held on 27 September 2013). The Ordinary Shares and the ordinary non-voting shares are in registered form. Ownership of registered shares is established by an entry into a register of the shareholders of the Company, which is maintained at the registered office of the Company. As at the date of this Prospectus, the Company’s issued share capital is USD47,000,000.10 divided into 293,750,001 Ordinary Shares at USD0.10 each and 176,250,000 Ordinary Non-voting Shares at USD0.10 each which are fully paid. The Company does not have in issue any listed or unlisted securities not representing its share capital. Neither the Company nor any of its subsidiaries (nor any party on its behalf) holds any of its Ordinary Shares. Neither the Company nor any of its subsidiaries has any outstanding convertible securities, exchangeable securities or securities with warrants or any relevant acquisition rights or obligations over the Company’s or either of the subsidiaries’ authorised but unissued capital or undertakings to increase its issued share capital. The Company’s articles of association and the Companies Law, Cap 113 (as amended), to the extent not disapplied by shareholders’ resolution, or otherwise waived by the shareholders, confer on shareholders certain rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash and, will apply to the Company’s authorised but unissued share capital. Subject to certain limited exceptions, unless the approval of the Company’s shareholders in a general meeting is obtained, the Company must offer shares to be issued for cash to holders of shares on a pro rata basis. None of the Company’s shares are currently in issue with a fixed date on which entitlement to a dividend arises and there are no arrangements in force whereby future dividends are waived or agreed to be waived.

ARTICLES OF ASSOCIATION In this section Law means the Companies Law, Cap. 113 of Cyprus and any successor statute or as the same may from time to time be amended. The Company’s current articles of association were adopted on 10 June 2011. The Company operates in conformity with its Articles of Association. The following is a brief summary of certain material provisions of the Company’s articles of association as will be in effect on and immediately prior to the Closing Date. Rights attaching to Ordinary Shares and Ordinary Non-Voting Shares All Ordinary Shares and Ordinary Non-Voting Shares have the same rights attaching to them with certain restrictions relating to the Ordinary Non-Voting Shares, a summary of which is set forth below. 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 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. Any such offer shall be made upon written notice to all the shareholders specifying the number of the shares and/or other securities giving rights to purchase shares in the Company, or which are convertible into shares in the Company, which the shareholder is entitled to acquire and the time periods (which shall not be less than fourteen days from the dispatch of the written notice), within

Page 221 Description of Share Capital and Applicable Cypriot Law which the offer, if not accepted, shall be deemed to have been rejected. If, until the expiry of the said time period, no notification is received from the person to whom the offer is addressed or to whom the rights have been assigned that such person accepts all or part of the offered shares or other securities giving rights to purchase shares in the Company, or which are convertible into shares of the Company, the directors may dispose of them in any manner that they deem fit. According to section 60(B) 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 which explains 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. See also “— Form and transfer of shares”. 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) on any preference shares or other shares 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 (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

Page 222 Description of Share Capital and Applicable Cypriot Law 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. Disclosure of interest in voting rights The European Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 has been transposed into Cypriot law by the law on Transparency Requirements (Securities Traded on a Regulated Market) (Law No. 190 (I)/2007) as amended) (the Cyprus Transparency Law). Pursuant to the Cyprus Transparency Law, a person who acquires or disposes of shares in a regulated issuer must notify the issuer and the Cyprus Securities and Exchange Commission of the percentage of voting rights of the issuer directly or indirectly held by it where as a result of the acquisition or disposal such percentage reaches, exceeds or falls below any of the following the thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75% of the issuer’s total voting rights. The notification requirements equally apply to a person who has the right to acquire, dispose of or exercise voting rights in the issuer. When calculating the percentage of voting rights held, voting rights which the person concerned (the “holder”) is entitled to acquire, dispose of or exercise in the following circumstances must also be taken into account: ● voting rights held by a third person with whom the holder has entered into an agreement obliging the parties to adopt, through the co-ordinated exercise of their voting rights, a lasting common policy as to the management of the issuer; ● voting rights held by a third person with whom the holder has entered into an agreement, which provides for the temporary transfer, for consideration, of the exercise of those voting rights; ● voting rights attaching to shares which have been deposited with the holder as security, provided the holder controls the voting rights and has declared its intention to exercise them; ● voting rights attaching to shares of which the holder is beneficial owner for life; ● voting rights which are held or can be exercised in the manner described under the previous four bullet points, by an enterprise controlled by the holder;

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● voting rights attaching to shares that have been deposited with the holder and which the holder can exercise at its discretion, in the absence of specific instructions by their holder; ● voting rights held by a third person in his own name but for the account of the holder; and ● voting rights, which the holder is entitled to exercise at its discretion, as an attorney for the registered holder, in the absence of specific instructions from the registered holder. Notifiable interests In addition to any obligation to disclose under Cypriot law and subject, always, to the Law, where a shareholder either: ● to his knowledge acquires, directly or indirectly, an interest in shares of an aggregate nominal value equal to or exceeding 3% of the Company’s issued share capital (a Notifiable Interest), or ceases to have a Notifiable Interest in such shares (i.e. if the aggregate nominal value of the shareholding in the Company’s issued share capital in which he is directly or indirectly interested is less than 3%); or ● becomes aware that he has acquired a Notifiable Interest in the shares, or that he or she has ceased to have a Notifiable Interest in shares in which he or she was previously interested; ● such shareholder must notify the Company of his interest within the period of four business days following the day on which the obligation arises. A shareholder must notify the Company of his interests (if any) in the relevant share capital of the Company if: ● he has a Notifiable Interest immediately after the relevant time, but did not have such interest immediately before that time; ● he had a Notifiable Interest immediately before the relevant time but does not have such an interest immediately after it; or ● he had a Notifiable Interest immediately before the relevant time, and has such an interest immediately after it, but the percentage levels of his interest immediately before and immediately after the time are not the same. Winding up If the Company is wound up, the liquidator shall take into his custody or under his control all the property and things in action to which the Company is or appears to be entitled. The liquidator has a duty to pay the debts of the Company and adjust the rights of the contributories (shareholders) among themselves. Under Cyprus insolvency laws, the following debts shall be paid in priority to all other debts of a wound up (bankrupt) company (the Wound Up Company): (i) local rates and government taxes and dues from the Wound Up Company; (ii) wages or salary due to persons in the employment of the Wound Up Company, including any pay as you earn deductions; (iii) compensation payable by the Wound Up Company to its employees for personal injuries sustained in the course of their employment; and (iv) all other amounts or benefits (including accrued holiday remuneration becoming) that are payable to an employee by virtue of his employment or under a contract of employment payable to the employees of the Wound Up Company. If the Company shall be wound up, the liquidator may, with the sanction of an extraordinary resolution of the Company’s shareholders, and any other sanction required by the Law: ● divide among the shareholders in kind or in specie all or part of the assets of the Wound Up Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the shareholders or different classes of shareholders; and

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● vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator shall think fit, but so that no shareholder shall be compelled to accept any shares or other securities whereon there is any liability. Form and transfer of shares The instrument of transfer of any share shall be executed by or on behalf of the transferor and the transferee, and the transferor shall be deemed to be the holder of the share until the name of the transferee is entered into the register of members in relation to such share. Subject to the restrictions in the articles of association, as they may apply, shareholders are entitled to transfer all or any of their shares by instrument of transfer in any usual or common form or in any other form, including electronic form, which the directors may approve. The directors may refuse to register the transfer of a share which is not fully paid or on which the Company has a lien and may refuse to recognise any instruments of transfer unless: ● the instrument of transfer is accompanied by the certificate of the shares to which it relates, and such other evidence as the directors may reasonably require, to prove the transferor’s right to proceed with the transfer; ● the instrument of transfer is in respect of only one class of shares; and ● where the shares are transferred to no more than four joint holders. A share or other security issued by the Company may be pledged or given by its holder to secure a loan, debt or obligation, without an approval by the directors. No restrictions shall apply to the transfer of any shares which are transferred pursuant to the enforcement of a pledge. Save where the transferee of Ordinary Non-Voting Shares has (before the registration of the transfer) served written notice on the directors irrevocably requesting that it be entered in the register of members of the Company as a holder of Ordinary Non-Voting Shares, if a holder transfers Ordinary Non-Voting Shares to a transferee, then upon the entry of the name of the transferee as the new holder of the transferred shares on the register of members of the Company (in accordance with the provisions of the articles of association of the Company) the transferred shares shall constitute Ordinary Shares and shall no longer constitute Ordinary Non-Voting Shares. Where a holder transfers Ordinary Non-Voting Shares to a transferee, that transferee may (before registration of the transfer) serve written notice on the directors irrevocably requesting that it be entered on the register of members as a holder or Ordinary Non-Voting Shares. If such notice is given, then, upon the entry of the name of this transferee as the new holder of the transferred shares on the register of members (in accordance with the provisions of the articles of association of the Company), the transferred shares shall continue to constitute Ordinary Non-Voting Shares. Other than described above, there are no provisions in the Company’s articles of association limiting the transfer of the Ordinary Shares and the Ordinary Non-Voting Shares. Accordingly, the Ordinary Shares and the Ordinary Non-Voting Shares are freely transferable. Directors Number of directors Unless and until otherwise determined by the Company in general meeting, the number of directors shall be no less than three. The Company may, from time to time, by ordinary resolution of the shareholders, increase or reduce the number of directors, provided that such number shall not be smaller than the minimum number of directors as provided in the articles of association. Board of Directors The quorum necessary for the acquisition of the business of the directors shall be a majority of the overall number of directors of the Company. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. In the case of equality of votes, the chairman shall not have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time, summon a meeting of the directors. A resolution in writing signed or approved by letter, facsimile, telegram, electronic mail or by any other means of transmission of written documents by all directors or their alternates entitled to receive a

Page 225 Description of Share Capital and Applicable Cypriot Law notice of the meeting, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held. Any such resolution in writing signed as aforesaid may consist of several documents each signed by one or more of the persons aforesaid. Any notice shall include an agenda identifying in reasonable detail the matters to be discussed at the meeting together with copies of any relevant documents. If any matter to be considered at a meeting of the directors is not identified in reasonable detail, the directors shall not decide on it, unless all directors agree in writing. The directors may delegate any of their powers to a committee or committees consisting of one or more members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated to it, comply with the rules which may have been imposed on it by the directors, in respect of its powers, composition, proceedings, quorum or any other matter. See “Directors, Company Secretary, Registered Office—Corporate governance—Board of Directors”. Appointment of directors No person may be elected as a director at any general meeting unless proposed by the directors, or unless a written notice, signed by a shareholder who is entitled to attend and vote at the said meeting of the Company is delivered to the registered office of the Company, stating his or her intention to propose the said person for election, along with a written notice signed by the said person, stating his readiness to be elected, at least three and no more than twenty-one days before the date fixed for the meeting. The Company may by ordinary resolution of the shareholders, of which special notice has been given in accordance with section 136 of the Law, remove any director before the expiration of his period of office notwithstanding anything in the articles of association or in any agreement between the Company and such director. Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the Company. The shareholders of the Company may, at any time and from time to time appoint by ordinary resolution any person as director either to fill a causal vacancy or as an additional director and specify the period during which the said person shall hold this position. The office of director shall be vacated if the director: ● becomes bankrupt or makes any arrangement or composition with his creditors generally; or ● becomes prohibited from being a director by reason of any court order made under section 180 (disqualification from holding the position of director on the basis of fraudulent or other conduct) of the Law; or ● becomes of unsound mind; or ● resigns his office by notice in writing to the Company (not being an executive director whose contract precludes resignation); or ● shall have been absent, for reasons which are not related to the business of the Company, for more than six months, from at least three consecutive meetings of the board of directors which were duly convened and held, without the permission of the board; or ● is removed from office pursuant to section 136 of the Law. Directors’ interests A director who is in any way directly or indirectly interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the directors in accordance with section 191 of the Law. Except as specifically provided in the articles of association of the Company, no director may vote in respect of any contract or arrangement in which he is interested and if he does so his vote shall not be counted in the quorum at the meeting. The directors may hold any other office or profit making position in the Company along with the office of director for such period and on such terms (as to remuneration and other matters) as the directors may determine; and no director or prospective director shall be disqualified on the grounds of holding such office, from contracting with the Company whether with regard to his tenure or any such other office or place of profit or as a vendor, purchaser or otherwise; nor shall any such contract, or any

Page 226 Description of Share Capital and Applicable Cypriot Law contract or settlement concluded by or on behalf of the Company in which any director has, in any way, interest, be liable to be avoided; nor shall any director so contracting or having such an interest be liable to account to the Company for any profit realised by any such contract or settlement by reason of such director holding that office or of the fiduciary relationship thereby established. The directors may act either personally or in a professional capacity for the Company, and the director or his firm shall be entitled to remuneration for professional services as if he were not a director; provided that nothing herein contained shall authorise a director or his firm to act as auditor to the Company. Remuneration of Directors The remuneration of the directors shall be determined from time to time by the shareholders of the Company in a general meeting. Any managing directors shall receive such remuneration as the directors may determine from time to time. There is no shareholding qualification for directors. Directors’ powers The business of the Company shall be managed by the directors, who may exercise all such powers of the Company as are not, by the Law or by the articles of association, required to be exercised by the shareholders in general meeting, subject nevertheless to any provisions of the articles of association, of the Law and of any regulations (which are not in conflict with the articles of association or the provisions of the Law) as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. Meetings of shareholders The first annual general meeting must be held within 18 months of incorporation and thereafter, not more than 15 months shall elapse between the date of one annual general meeting and the next. The directors may, whenever they think fit, decide by a majority vote to convene an extraordinary general meeting. Extraordinary general meetings shall also be convened on requisition or, in default, they may be convened by such requisitionists as provided by section 126 of the Law (meaning shareholders holding at least 10% of the issued share capital of the Company). If at any time there are not, within Cyprus, sufficient directors capable of forming a quorum, any director or any two shareholders may convene an extraordinary general meeting in the same manner or as approximately as possible as such meetings would be convened by the directors. The annual general meeting and a meeting called for the passing of a special resolution shall be called by at least twenty-one days’ written notice. The Company’s other meetings shall be called by fourteen days’ written notice at least. In case of special business, the notice shall specify the general nature of that business. Provided that the meetings of the Company may be called by shorter notice and shall be deemed to have been duly called if it is so agreed: ● in the case of a meeting called as the annual general meeting, by all the shareholders entitled to attend and vote; and ● in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving the right to attend and vote at the meeting. A notice convening a general meeting must be sent to each of the shareholders, provided that the accidental failure to give notice of a meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice, shall not invalidate the proceedings at that meeting to which such notice refers. All shareholders holding Ordinary Shares are entitled to attend the general meeting or be represented by a proxy authorised in writing. Subject to any rights or restrictions for the time being attached to any class or classes of shares, on a show of hands, every member 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 member shall have one vote for each Ordinary Share of which he is a holder.

Page 227 Description of Share Capital and Applicable Cypriot Law

The quorum for a general meeting will consist of such number of shareholders holding in aggregate more than 50% of the issued capital If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved. Subject to the provisions of the Law, a resolution in writing which bears the signature or has been approved by letter, facsimile, electronic mail, telegram or other means of transmission of written documents by each shareholder, who has the right to receive notice of the holding of general meetings, attend and vote (or in the case of legal persons the signature of their authorised representatives), is valid and has the same legal effect as if the resolution had been passed at a meeting of the Company duly convened and held. Subject to the provisions of the Law, a resolution in writing which bears the signature or has been passed by letter, facsimile, electronic mail, telegram or other means of transmission of written documents by each shareholder, who has the right to receive notice of the holding of general meetings, attend and vote (or in the case of legal persons the signature of their authorised representatives), is valid and has the same legal effect as if the resolution had been passed at a meeting of the Company duly convened and held.

CYPRIOT LAW General The principal legislation under which the Ordinary Shares have been created and under which the Company was formed and now operate is the Cyprus Companies Law, Cap 113 (as amended). The liability of shareholders is limited. Under the Cyprus Companies Law, Cap 113 (as amended), a shareholder of a company is not personally liable for the acts of the company, save that a shareholder may become personally liable by reason of his or her own acts. Takeover protection Pursuant to Article 5(1) of Directive 2004/25/EC of the Parliament and Council of the European Union dated 21 April 2004 on takeover bids (the Takeover Directive), all member states of the European Union are required to introduce legislation requiring any person who, together with those acting in concert with him, acquires “control” of a company having its registered office in that member state, to make a mandatory offer to all holders of securities of the company. Pursuant to the Takeover Directive, the percentage of voting rights conferring “control” is to be determined by the rules of the member state in which the company has its registered office. Cyprus implemented the Takeover Directive by Law No. 41(I) of 2007, as amended by law No. 47(I) of 2009 (the Cyprus Takeover Law), which contains provisions relating to mandatory offers requiring any person (i) who acquires shares in a company to which such law applies, which together with the shares already held by him and by persons acting in concert with him, carry 30% or more of such company’s voting rights; or (ii) whose existing holding represents 30% or more than 30% but less than 50% of the voting rights and intends to increase its holding to make a general offer for that company’s entire issued share capital or (iii) holds more than 50% of the voting rights and acquires any further voting shares. The provisions of the Cyprus Takeover Law apply to the Company. The Cyprus Securities and Exchange Commission (the CySEC) has the discretion to grant an exception (in accordance with the Cyprus Takeover Law) from the mandatory bid obligations. Under the Cyprus Takeover Law a person who acquires more than 90% of the voting rights of a company can with the consent of the CySEC squeeze out all minority shareholders. In particular in case an offeror makes a bid to all the holders of securities of the offeree company for the total of their holding, he is able to require all the holders of the remaining securities to sell him/her those securities in the following situations: (a) where the offeror holds securities in the offeree company representing not less than 90% of the capital carrying voting rights and not less than 90% of the voting rights in the offeree company; and

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(b) where the offeror holds or has irrevocably agreed to acquire, following the acceptance of a takeover bid, securities in the offeree company representing not less than 90% of the capital carrying voting rights and not less than 90% of the voting rights included in the takeover bid. This right can be exercised within three months from the end of the acceptance period. The holders of securities of the offeree company who transfer their securities to the offeror, may take legal action against the offeror within six months from the announcement of the offeror and dispute the amount of consideration offered. Such legal action will not stop the transfer of the shares. If the acquirer does not exercise its squeeze out right any minority shareholder may also demand the purchase of their shares at a fair price. The Cyprus Companies Law, Cap. 113 (as amended) contains provisions in respect of squeeze out rights. The effect of these provisions is that, where a company makes a takeover bid for all the shares or for the whole of any class of shares of another company, and the offer is accepted within four months after the making of the offer by the holders of 90% in value of the shares concerned, the offeror can upon the same terms acquire the shares of shareholders who have not accepted the offer, unless such persons can, within one month from the date on which the notice was given, persuade the court not to permit the acquisition. If the offeror company already holds more than 10% in value of the shares concerned, additional requirements need to be met before the minority can be squeezed out. If the company making the take-over bid acquires sufficient shares to aggregate, together with those which it already holds, more than 90% then, within one month of the date of the transfer which gives the 90%, it must give notice of the fact to the remaining shareholders and such shareholders may, within three months of the notice, require the bidder to acquire their shares and the bidder shall be bound to do so upon the same terms as in the offer or as may be agreed between them or upon such terms as the court may order. There have been no public takeover bids by third parties for all or any part of the Company’s equity share capital since its date of incorporation.

Page 229 SIGNIFICANT SHAREHOLDERS AND OTHER INTERESTS The following table sets forth the significant shareholders in the Company immediately prior to the NCC Acquisition and at the time of Readmission. At the Closing of the NCC Acquisition, 25,792,683 Ordinary Voting Shares and 25,792,682 Ordinary non-Voting Shares will be issued to each of the Sellers. Before Readmission, both TIHL and APMT will each convert 38,689,024 Ordinary Non-voting Shares to the same number of Ordinary Voting Shares. The Company has not been notified of any other direct or indirect substantial interest in the issued Ordinary Shares of the Company.

Immediately prior Immediately following to the NCC Acquisition the NCC Acquisition at Readmission Number of Number of Ordinary Ordinary Number of Voting Number of Voting Shares Percentage Shares Percentage Shares Percentage Shares Percentage TIHL(1)(2) ...... 176,250,000 37.5% 88,125,000 29.9% 176,250,000 30.8% 126,814,024 29.9% APMT(3) ...... 176,250,000 37.5% 88,125,000 29.9% 176,250,000 30.8% 126,814,024 29.9% Ilibrinio Establishment Limited(4) ...... - - - - 51,585,365 9.0% 25,792,683 6.1% Polozio Enterprises Limited(5) ...... - - - - 51,585,365 9.0% 25,792,683 6.1% Float(6) ...... 117,500,001 25.0% 117,500,001 40.0% 117,500,001 20.5% 117,500,001 27.8% Total ...... 470,000,001 100% 293,750,001 100% 573,170,731 100% 422,713,415 100%

(1) Represents the total number of shares owned by TIHL and its affiliates. (2) TIHL is a company organised and existing under the laws of Cyprus with its registered office and principal place of business at 20 Omirou, Agios Nikolaos, P.C. 3095, Limassol, Cyprus. TIHL is ultimately controlled by a company the beneficial owners of which are Nikita Mishin, Konstantin Nikolaev and Andrey Filatov. Such persons also have indirect interests in a number of other companies with some of them forming one of the largest privately-held transportation groups in Russia known by the brand name of NTrans. (3) A.P. Møller - Mærsk A/S, a public company with shares traded on the OMX Nordic Exchange Copenhagen, beneficially owns 100% of the voting shares of APMT. (4) Ilibrinio Establishment Limited is a company organised and existing under the laws of Cyprus with its registered office and principal place of business at Thermopylon, 8, Paliometocho, 2682, Nicosia, Cyprus. Shavkat Kary- Niyazov beneficially owns 50% of the voting shares of Ilibrinio Establishment Limited, Ekaterina Grigorieva beneficially owns 25% of the voting shares of Ilibrinio Establishment Limited and Natalia Lapshina beneficially owns 25% of the voting shares of Ilibrinio Establishment Limited. (5) Polozio Enterprises Limited is a company organised and existing under the laws of Cyprus with its registered office and principal place of business at Argyrokastrou, 16, Strovolos, 2063, Nicosia, Cyprus. Andrey Kobzar beneficially owns 100% of the voting shares of Polozio Enterprises Limited. (6) Float describes remaining interests in the Ordinary Shares. The Company has been notified that 17,599,572 Ordinary Voting Shares (5,866,524 GDRs) owned by accounts under the discretionary investment management of investment management companies that are owned by The Capital Group Companies, Inc. APMT and TIHL Shareholders’ Agreement On 7 September 2012, TIHL and APMT entered into a shareholders’ agreement governing their joint control and management of the Company. Board seats The APMT and TIHL Shareholders’ Agreement (as modified for the NCC Acquisition) provides that the Board comprise 14 directors, two of whom are independent, two (one each) of whom will be nominated, appointed, removed and replaced by Ilibrinio and Polozio, five of whom may be nominated, appointed, removed and replaced by TIHL and five of whom may be nominated, appointed, removed and replaced by APMT. The agreement provides that nomination of the Chairman and vice-Chairman rotates between TIHL and APMT every two years with the Chairman nomination being proposed by TIHL for first term and vice-Chairman nomination by APMT for first term. Quorum is be established by a simple majority of directors, with one being a TIHL director, one an APMT director and one independent director. The agreement provides that certain key matters at the Company and subsidiary level require the affirmative vote of at least one TIHL and one APMT director.

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Board Committees TIHL and APMT agree that that board committees will comprise equal number of directors from both TIHL and APMT and at least one independent director. The Chairman of the Board will be an independent director. Quorum will be considered to be three directors, with one being a TIHL director, one an APMT director and one independent. Senior Management The APMT and TIHL Shareholders’ Agreement provides that the Senior Management of the Company be appointed jointly, with the right to nominate rotating between the two parties. During first three years following the agreement, TIHL will nominate the chief executive officers of the Company and its operating companies, and APMT will nominate the CFO of the Company and its operating companies and the COO of PLP. Management matters The APMT and TIHL Shareholders’ Agreement also includes provisions agreeing an approach to the Company’s dividend policy, maintenance of 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 and, with respect to funding, that the GPI Group satisfy its external funding needs with borrowings to the extent available on commercially reasonable terms. Lock up The APMT and TIHL Shareholders’ Agreement provides that neither party would be permitted to transfer securities issued by the Company for a period of two years following the establishment of the agreement. It also provides for a further lockup period of three years, during which a party can transfer shares provided the transfer does not result in either TIHL's or APMT's holdings of ordinary shares to fall below 25% plus 1 share of the total voting shares. The APMT and TIHL Shareholders’ Agreement also contains rights of first refusal, tag along rights, and standard pre-emption rights apply. Duration The APMT and TIHL Shareholders’ Agreement will remain effective for as long as the parties (or their connected persons) hold shares or GDRs and it is subject to termination by either party if the other party holds less than 25% plus 1 share of the aggregate issued and outstanding Global Ports’ voting share capital. GDR holding analysis At Readmission, 56,361,789 GDRs (representing 169,085,367 Ordinary Shares), will be outstanding. Of those GDRs, 30.5% will be held by the Sellers and, based on notification received by the Company, 10.4% of the outstanding GDRs are owned by accounts under the discretionary investment management of investment companies that are owned by The Capital Group Companies, Inc.

Page 231 MATERIAL CONTRACTS AND RELATED PARTY TRANSACTIONS

THE GPI GROUP’S MATERIAL CONTRACTS The GPI Group has not entered into any material contracts (not being contracts entered into in the ordinary course of business), during the two years prior to the date of this Prospectus, other than the agreements described below. NCC Acquisition Agreement See “The NCC Acquisition”. Deposit Agreement The deposit agreement between the Company and the Depositary dated 28 June 2011 and as amended on 1 October 2012. See “Terms and Conditions of the Global Depositary Receipts”. Container Finance Shareholders Agreements Overview The Company is party to two shareholders agreements with Container Finance Ltd Oy (Container Finance), each entered into on 19 August 2008, as amended. The first is an agreement between the Company, Container Finance and Multi-Link Terminals Limited (Ireland) (Multi-Link). The second is an agreement between the Company, Container Finance and CD Holding Oy (Finland), formerly known as Container Depot Ltd Oy (CD Holding, and, together with Multi-Link the CF-JVCs, each a CF-JVC). These agreements were amended by a Deed entered into on 23 May 2013. These agreements replaced two previous shareholders agreements entered into on 23 October 2007. Multi-Link is the holding company for Multi-Link Terminals Ltd Oy (Finland), a company that operates port terminals in Helsinki and Kotka, Finland; for Moby Dik OOO, a company that operates a port terminal in St. Petersburg; for Kran-1 OOO, Kran-2 OOO and Kran-3 OOO, which own container handling cranes and lease them to Moby Dik; and for a 50% interest in Niinisaaren Portti Osakeyhtiö Oy (NiPO), which leases a gate facility to Multi-Link Terminals Ltd Oy in the port of Helsinki, Finland. The other 50% of NiPO is held by Steveco Oy, a competitor in Finland. CD Holding is a holding company for Yanino Logistics Park OOO, which owns, develops and operates a logistics park in the Yanino village near St. Petersburg, Container Depot East OOO and Cargo Connexion East OOO, which currently have no operations. Contribution of shareholders Each of the agreements provides that each of Multi-Link and CD Holding is owned as to 75% by the Company and as to 25% by Container Finance. Under the agreements, Container Finance has granted a call option exercisable by the Company at any time from 1 January 2012 to 31 December 2018 to purchase 25% of the shares in each of Multi-Link and CD Holding, as the case may be, for a price determined in accordance with the agreement, provided that as a result of the exercise of, and completion under such option, the Company will be the owner of 100% of the shares in Multi-Link and CD Holding, as the case may be. Conduct of business Except in relation to matters specifically reserved for each of the board and the shareholders under the agreements, the managing director of each of Multi-Link and CD Holding is responsible for the day-to- day activities of the business, while the overall business is supervised and under the direction of the board, except as required by applicable law. The shareholders agreements provide that each board is to consist of three directors appointed by the Company and two directors appointed by Container Finance, and neither shareholder can remove a director appointed by the other. The quorum for board meetings is four directors (including at least one director appointed by each of the Company and Container Finance) present when the relevant business is transacted. The managing director is appointed and shall only be dismissed based on instructions given by the Company. The chief financial officer of each of Multi-Link and CD Holding is appointed by a unanimous decision of both the Company and Container Finance from the candidates proposed by

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Container Finance only. Each party has the right to dismiss the chief financial officer of each of Multi- Link and CD Holding at any time. In each shareholders agreement certain matters are reserved to the board and require its unanimous consent in respect of Multi-Link or CD Holding, as the case may be, including: ● borrowing, lending, raising money; incurring capital expenditure; entering into any contract, liability, commitment or other transactions or arrangements by or in respect of the CF-JVC; in an amount or with a value (i) in excess of USD3,000 thousand if based on a specific provision of the business plan or the budget or (ii) in excess of USD300 thousand if not based on a specific provision of the business plan or the budget; ● approving and modifying the terms and conditions for the delegation of authorities of the managing director, chief financial officer or chief accountant or adopting or varying material policies in respect of employees’ remuneration, employment terms and/or pension schemes of the CF-JVC that result or are reasonably likely to result in an expenditure in excess of USD300 thousand unless based on a specific provision of the business plan or the budget; ● establishing or closing any branches or representative offices or incorporating any subsidiaries of the CF-JVC resulting in an expenditure in excess of USD300 thousand unless based on a specific provision of the business plan or the budget; ● the CF-JVC entering into any contract, liability or commitment which continues for more than one year; ● major decisions relating to the conduct (including the initiation or settlement) of any legal proceedings to which the CF-JVC is a party, where the amount claimed (either against or by the CF-JVC) in such proceedings exceeds USD300 thousand; ● approving the budgets and business plans for the CF-JVC and the CF-JVC entities; ● any transaction by the CF-JVC with any of its shareholders or any of their affiliates including without limitation any distribution of funds whether as group contribution or otherwise by the CF-JVC to any of its shareholders or any of their affiliates; ● creating any encumbrances of any nature in respect of the CF-JVC’s undertaking, property or assets (i) if not based specifically on the business plan or the budget in an amount in excess of USD300 thousand or (ii) if based specifically on the business plan or the budget in an amount in excess of USD3,000 thousand; ● making any material decision relating to the business of the CF-JVC being outside the ordinary course of business and not reflected in the business plan or the budget; and ● the CF-JVC entering into transaction, contract or arrangement not being at arm’s length terms. In addition, certain matters in each CF-JVC shareholders agreement are reserved to the vote of the shareholders and require unanimous shareholder approval, including: ● altering the memorandum and articles of association or other constitutional documents of the CF-JVC; ● changing the authorised or issued share capital of the CF-JVC, splitting and/or consolidating the shares, altering any of the rights attaching to the shares, repaying any amount standing to the credit of any share premium account or capital redemption reserve fund or capitalising any reserves; ● merging or consolidating the CF-JVC with another entity or demerging the CF-JVC; ● materially changing the nature or scope of the business of the CF-JVC; ● the CF-JVC declaring or paying any dividend or distribution; ● election or removal of members of the board; ● election and removal of management of the CF-JVC entities; ● appointing or removing the CF-JVC auditors;

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● any proposal to wind up the CF-JVC or commence any other voluntary proceeding seeking liquidation, examinership, reorganisation, readjustment or other relief under any bankruptcy, insolvency or similar law or the consent by the CF-JVC to a decree or order for relief or any filing of a petition under such law or to the appointments of a trustee, examiner, receiver or liquidator or any other voluntary action by the CF-JVC in furtherance of its bankruptcy, reorganisation, examinership, liquidation, dissolution or termination of its corporate status; ● borrowing, lending or raising money; incurring any capital expenditure; entering into any contract, liability or commitment; acquiring or disposing of or entering into any transaction or arrangement that may lead to acquiring or disposing of any undertaking, property (including real estate) or assets; creating any encumbrances of any nature in respect of all or any material part of the CF-JVC’s undertaking, property or assets; acquiring or disposing of any business (or any material part of any business) or of any securities or participatory interests in any company in excess of USD10,000 thousand; ● the CF-JVC entering into (or terminating) any partnership, joint venture, profit-sharing agreement, material technology licence or collaboration; ● the CF-JVC issuing bonds or other securities; ● approving the CF-JVC’s statutory accounts; ● adjusting or altering the accounting policies, the way the accounting policies are adopted by the CF-JVC and the basis upon which the annual profit and loss account and balance sheet of the CF-JVC and CF-JVC entities is prepared except (i) as required by applicable laws and regulations and (ii) the change of accounting principles agreed in business plan and in the CF- JVC shareholders’ agreement itself; ● material financial assistance, interest-bearing or interest-free loans and other related assistance by the CF-JVC to shareholders, directors of the management of the CF-JVC entities or members of their groups; and ● exercising the voting rights in respect of the CF-JVC entities in which the CF-JVC directly holds an interest on the matters set out in the first eleven bullets above (save that for this purpose references in such paragraphs to the CF-JVC shall be construed as references to the relevant CF-JVC entity). Distribution of dividends Unless Container Finance and the Company agree otherwise, each of Multi-Link and CD Holding shall not distribute dividends to the shareholders until 31 December 2011. Subject to the restrictions approved by Container Finance and the Company imposed by the external debt financing of Multi-Link and CD Holding, as the case may be, if Multi-Link and/or its entities or CD Holding and/or its entities at any time in the year 2012 or thereafter has profits available for distribution relating to the preceding financial year, Container Finance and the Company shall cause, at the request of Container Finance, Multi-Link and/or its entities or CD Holding and/or its entities, as the case may be, to distribute to the shareholders dividends in their respective equity proportions, up to 75% of the annual profit in aggregate, as requested by Container Finance. Except for as set out above, any payment of dividends, and any other decisions relating to the dividends or distribution of profit by Multi-Link or its entities or CD Holding or its entities, as the case may be, shall be subject to the approval of all shareholders of Multi-Link or CD Holding to the fullest extent permitted by applicable laws. Change of control Acquisition of a controlling interest in any shareholder by a third party which is not a member of the shareholder’s group requires that shareholder to notify the other shareholder of the change of control. Under the shareholders agreements, controlling interest is defined as meaning the acquisition of more than 50% of the voting share capital of the relevant undertaking; the ability to cast more than 50% of votes exercisable at general meetings of the relevant undertaking on all or substantially all, matters; the right to appoint or remove directors holding a majority of voting rights at meetings of the board of the

Page 234 Material Contracts and Related Party Transactions relevant undertaking on all, or substantially all, matters; or any other power to exercise a dominant influence over the relevant undertaking. Transfers The agreement permits sale of all (but not some) of a party’s interest to a third party, subject to the right of first refusal and tag along rights described below as well as the third party agreeing to be bound by the agreement. If a party proposes to sell to a third party, then each other party to the agreement has a right of first refusal to acquire the selling party’s interests at the third party price. In addition, such other party, if it does not exercise its right of first refusal, has tag along rights to require, as a condition to the sale to the third party, that such third party also acquire its interest on the same terms. The agreement also includes a “shoot out” provision under which, if one party offers to buy out the other party’s interest at a specified price, such other party has the option of either accepting that offer or acquiring the offering party’s interest at the same price as provided in the initial offering party’s offer. Duration Each agreement will remain in full force and effect for so long as at least two shareholders not of the same group continue to hold the Multi-Link or CD Holding shares, as the case may be. DP World shareholders agreement The strategic partnership in relation to VSC was governed by a shareholders agreement entered into on 20 July 2005 between TIHL, P&O Australia Ltd (now known as DP World Holdings (Australia) Limited (DP World Holdings Australia) and Railfleet Holdings Limited (Railfleet), an intermediate holding company that holds a 100% interest in the companies that constitute VSC. On 21 November 2005, National Container Holding Company (NCHC), a wholly-owned subsidiary of the Company, became party to the shareholders agreement following TIHL’s transfer of all of its shares in Railfleet to NCHC and execution of a deed of adherence. On 23 February 2010, DP World (POSN) B.V. (DP World), a wholly-owned subsidiary of DP World Holdings Australia, became party to the shareholders agreement following DP World Holding Australia’s transfer of all of its shares in Railfleet to DP World and the execution of a deed of adherence. The purpose of the partnership was to allow NCHC and DP World to develop jointly VSC’s container handling business. The agreement contemplated that NCHC will assist with matters relating to foreign exchange, tax and customs duty, procurement and upkeep of property, employment, operating approvals and permits and relationships with government authorities, while DP World will assist with matters relating to the import and transportation of equipment, systems and vehicles to be purchased and imported by the VSC business, arrangements with technical personnel during the installation and testing of such item, licences held by DP World and the marketing and promotion of the VSC business. Under the agreement, the board of Railfleet was responsible for the day-to-day activities of the business, while the overall business was supervised and under the direction of the shareholders, except as required by applicable law. The agreement provided that Railfleet is owned as to 75% by NCHC and as to 25% by DP World. The agreement did not require DP World or NCHC to contribute funds to VSC or participate in any guarantee or similar undertaking. In October 2012, NCHC acquired the remaining 25% equity interest in Railfleet. In connection with this acquisition, the shareholders’ agreement with DP World Holdings Australia was terminated. VEOS shareholders agreement Overview The VEOS strategic partnership is governed by a shareholders agreement entered into on 23 April 2008, as amended and restated on 30 July 2008, by TIHL, its then wholly-owned subsidiary Intercross Investments B.V. (Intercross), the Company, Vopak Holding International B.V. (VHI), Tankmaatschappij Dipping B.V. (Vopak) and VEOS. Each of Intercross and Vopak is a holding company with a direct 50% interest in VEOS. The obligations of Vopak under the shareholders agreement are guaranteed by VHI. The VEOS strategic partnership was first created pursuant to a previous shareholders agreement and related framework agreement, both entered into on 23 April 2008 by TIHL, Intercross, VHI and Vopak,

Page 235 Material Contracts and Related Party Transactions among others. Pursuant to these agreements, VEOS was controlled by TIHL as to 75% and by Royal Vopak as to 25%. This was effected by Vopak’s contribution to EOS of a 100% interest in Pakterminal, a wholly-owned subsidiary of Royal Vopak, in exchange for consideration consisting of EOS shares issued to Royal Vopak and representing 25% of the share capital of EOS (now VEOS). Pursuant to Royal Vopak’s concurrent exercise of its call option under the shareholders agreement, the GPI Group sold an additional 10% interest in EOS to Royal Vopak for USD31.7 million. Following these transactions, the GPI Group and Royal Vopak held 65% and 35%, respectively, of EOS. In July 2008, Royal Vopak exercised an additional call option and purchased a 15% interest in VEOS from the GPI Group, thereby reducing the GPI Group’s interest in VEOS to 50%. See “Important Information— Presentation of Financial and Other Information” and “The Business of the GPI Group—History and development”. Purpose of agreement and contribution of shareholders The agreement provides that VEOS is owned by Intercross and Vopak in equal 50% shares. The business of VEOS and of its subsidiaries is to undertake terminal activities for liquid and gas products (but excluding container transportation and/or container transhipment) with respect to Estonia and the Russian Baltic coastline. The agreement does not require the Company or Vopak to contribute funds to the VEOS business or participate in any guarantee or similar undertaking. Conduct of VEOS business Under the agreement, the management board is responsible for the day-to-day activities of the business, while the overall business is supervised and under the direction of the council and the Company and Royal Vopak, except as required by applicable law. The agreement provides that the council shall consist of six members, and in any event a minimum of three, divided into a certain number of members appointed by the Company and by Royal Vopak, according to a sliding scale of each party’s interest in VEOS. With each of the Company and Vopak holding a 50% interest in VEOS, the council currently consists of three members appointed by each of the Company and Royal Vopak. Members are appointed for a term of three years and may be re- elected. The quorum for council meetings is a simple majority of council members, with at least one council member nominated by each shareholder being present. Certain matters are reserved to the council and require its unanimous consent, including: ● adoption and amendment of the accounting principles of the companies of VEOS group; ● cessation of any business activity that generates in excess of USD500 thousand turnover, or winding-up, or participation in any reorganisation or amalgamation; ● lending of any money to or acquiring of any securities from (A) a subsidiary of VEOS, or (B) third parties (for these purposes being a party that is not a subsidiary of VEOS) in each case in excess of USD500 thousand; ● giving of any guarantees, suretyships or indemnities (A) if in respect of the obligations of a VEOS entity, in excess of USD500 thousand for the same matter or related matters, and (B) if in respect of the obligations of a third party, in excess of USD500 thousand for the same matter or related matters; ● entering into of any financing arrangement (other than a guarantee, suretyship or indemnity), including any borrowing of money, finance lease or operating lease, in excess of USD500 thousand and less than USD10,000 thousand; ● entering into, amendment, or termination of any commercial storage contracts or other contracts, obligations and undertakings with a total value (A) in excess of USD10,000 thousand, unless in the ordinary course of business, and (B) in excess of USD30,000 thousand, if in the ordinary course of business; ● expansion outside the tank terminal business, except for development of railway operations;

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● formation of any VEOS subsidiary or the opening or establishing of any branch office or representative of VEOS; ● appointment, suspension and dismissal of the directors and their successors, and their remuneration; ● adoption of an annual business plan and any material amendment thereof; ● adoption of the annual capital and operating budgets and any material changes therein (with exception to the 2008 capital and operating budget); ● taking of decisions of single items in the approved annual capital budget exceeding USD3,000 thousand; ● undertaking of any specific project not covered by a plan or a budget approved by the council; ● providing for any charities, grants, gifts, sponsorship or concluding other transactions of such nature; ● any change in the functional currency of VEOS or any VEOS entity; ● entering into, amendment or termination of any related party transaction, other than at arm’s length in the ordinary course of business; ● taking of any decision to the extent that the matter to which the decision relates meets both of the following criteria: (A) is not covered by a respective budget and/or business plan approved by the council, and (B) involves an amount in excess of USD5 thousand in aggregate; ● drawing, acceptance or endorsement of any bill of exchange other than a cheque drawn by VEOS in the ordinary course of business; ● unbudgeted acquiring of assets, property (including real estate) or equity interests in another person for any consideration, or granting any option for such acquisition; ● unbudgeted disposal of assets with any book value; ● any unbudgeted borrowing of money (with or without security); ● approval of interim and annual financial statements of VEOS; ● incurring of any capital expenditure of VEOS in respect of any item or project in an amount from USD100 thousand up to and including USD10,000 thousand; ● any decision relating to the conduct (including the settlement) of any legal proceedings to which VEOS is a party, where the amount claimed in such proceedings exceeds USD100 thousand; ● approving and modifying of the terms and conditions for the delegation of authorities of the directors of VEOS; ● adopting (or varying) of material policies in respect of employees’ remuneration, employment terms and/or pension schemes of VEOS; ● forming of policies in relation to the environment and health and safety issues for VEOS; ● making of any acquisition or disposal (including any acquisition or grant of any licence) of or relating to any material intellectual property rights; ● creating of any encumbrance of any nature in respect of all or any material part of the VEOS’s undertaking, property or assets; ● resolving of any other matter (other than any reserved shareholders matter) that the council considers appropriate; and ● acquiring or disposing of any undertaking, property or assets by VEOS in an amount in excess of USD500 thousand and no more than USD10,000 thousand. In addition, certain matters are reserved to the vote of the shareholders and require unanimous shareholder approval, including, among other matters:

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● alteration of the articles of association or authorised or issued share capital of any VEOS group member; ● steps in relation to winding up, insolvency or other similar proceedings; ● restructuring of any VEOS group members; ● appointment, re-appointment or removal of the auditors; and ● approving or varying the business plan. Distribution of dividends Any payment of dividends and any other decisions relating to the dividends or distribution of profits, by VEOS and its subsidiaries shall be subject to the approval of a duly convened general meeting of the shareholders to the fullest extent permitted by applicable laws. Unless it has the prior written consent of the Company and Royal Vopak, VEOS shall not declare any dividends until all amounts owed under certain shareholder loans are repaid. By December 2010, these shareholder loans were repaid in full. Subject to relevant restrictions under applicable law and financing arrangements, the parties to the shareholder agreement, unless they otherwise agree in writing, shall also take all steps to ensure that, in each financial year, VEOS distributes to the Company and Royal Vopak, proportionate to their respective equity stakes at the time of distribution, 100% of its net profit that is available for distribution in accordance with applicable law for the respective financial year. To the extent possible, VEOS’s net profit that is available for distribution in accordance with applicable law for a financial year will be distributed four months after the end of that financial year, but in any event immediately after approval of the relevant annual accounts. Change of control In the case of a change of control of any shareholder to an entity not in the same group as that shareholder, that shareholder must notify the other parties to the agreement of the change of control. Transfers The agreement permits sale of all (but not some) of a party’s interest to a third party, subject to the right of first refusal and tag along rights described below as well as the third party agreeing to be bound by the agreement. If a party proposes to sell to a third party, then each other party to the agreement has a right of first refusal to acquire the selling party’s interests at the third party price. In addition, such other party, if it does not exercise its right of first refusal, has tag along rights to require, as a condition to the sale to the third party, that such third party also acquire its interest on the same terms. The agreement also includes a “shoot out” provision under which, if one party offers to buy out the other party’s interest at a specified price, such other party has the option of either accepting that offer or acquiring the offering party’s interest at the same price as provided in the initial offering party’s offer. Right of first refusal The shareholders agreement provides for that TIHL or Royal Vopak, as applicable, or their respective affiliates, has a right of first refusal in respect of entering into any terminal activities for liquid and gas products (excluding container transportation and/or container transhipment) with respect to Estonia and the Russian Baltic Coastline. According to the shareholders agreement, the party considering commencement of such activities must offer the other party the opportunity to participate in the activities in equal proportion and on the same conditions. Duration The agreement will remain in full force and effect for so long as at least two shareholders not of the same group continue to hold VEOS shares. Transhipment services contract between Petrolesport and Rolf On 1 January 2011, Petrolesport entered into a contract with Rolf-Logistic OOO, the logistics division of the Rolf Group (Rolf Logistic), under which Petrolesport is to provide transhipment services of Rolf Logistic’s cars at the PLP terminal. Under the agreement, until 31 December 2013, Rolf Logistic undertakes to import a certain guaranteed volume of cars on a take-or-pay basis. Rolf Logistic is also

Page 238 Material Contracts and Related Party Transactions required to make monthly advance payments for services provided by Petrolesport in accordance with a payment schedule. If Rolf Logistic fails to import the agreed number of cars in a particular year, the advance payments received by Petrolesport for that year are considered to be a penalty and are not to be paid back to Rolf Logistic. The prices for these services are fixed for the total number of cars agreed to be imported and extra cars transhipped by Petrolesport are charged in accordance with a price list. The parties have agreed that the number of cars to be imported by Rolf Logistic and the applicable prices for 2014 and 2015 will be determined in a separate agreement to be entered into not later than 31 December 2013. The agreement is to remain in force until 31 December 2015, however, it can be terminated if Petrolesport’s governmental permissions required to perform its obligations under the agreement are rescinded or otherwise terminated, or if the parties fail to agree on terms for services to be provided in 2014 and 2015 before 1 December 2013. In September 2012, Nippon Yusen Kabushiki Kaisha (NYK Line) (NYK), a leading shipping company based in Japan, became a 51% shareholder in Rolf Logistic. The Enlarged Group believes that relationships with NYK will enhance PLP’s integration into the global transportation network and provide the Enlarged Group with a number of competitive advantages in respect of importing Asian- manufactured cars into Russia. Collaboration contract between Petrolesport and Rosmorport On or about 14 April 2011, Petrolesport and Rosmorport signed a contract on the collaboration with respect to the development of the PLP terminal (the Collaboration Contract). The Collaboration Contract entered into effect upon approval by the Federal Agency for Maritime and River Transport (the Agency) on 8 July 2011. The Collaboration Contract stipulates the list of facilities that need to be constructed and allocates the responsibilities for their construction over the period to 2021. Specifically, pursuant to the Collaboration Contract Petrolesport undertakes, among other matters, to construct different port infrastructure, including certain quays and warehouses, and Rosmorport undertakes, among other matters, to construct and reconstruct certain berths and quays and to reclaim a land plot from the sea. The parties have agreed that all construction works under the contract must be completed by the third quarter of 2021. Under the contract, Rosmorport undertakes to lease the facilities it constructs to Petrolesport under a 49-year lease agreement. The contract sets out certain minimum container throughput volumes that Petrolesport must meet each year starting from 2011 once Rosmorport has performed specified construction works and Rosmorport has entered into a lease agreement with Petrolesport in relation to certain facilities constructed by Rosmorport. Petrolesport will not be obliged to comply with this minimal container throughput volume if there is a downturn in the container shipping market. While the parties are free to renegotiate a new construction period for the relevant works, any non- performance by Petrolesport of its construction obligations for 12 months or more, or termination of the Russian government’s support for the development of the Petrolesport terminal, entitles Rosmorport to terminate the contract early without suffering any damages or penalties. Loan facilities Loans to Yanino On 19 September 2008, Yanino (as borrower) and State Corporation “The Bank for Development and Foreign Economic Affairs” (Vnesheconombank) (VEB) (as lender) entered into a facility agreement for a total principal amount of USD87,500 thousand (as amended) with repayment due on 28 June 2017. The purpose of the facility is to finance the construction of infrastructure and facilities at Yanino, purchase equipment and refinance certain loans. The agreement provides for the total amount to be available for disbursement in three tranches with interest at a specified three-month LIBOR plus margin of 6.32% per annum (as amended). The facility is secured by pledges of 100% of the shares in Yanino, Container-Depot East LLC (the Guarantor 1) and Cargo Connexion East LLC (the Guarantor 2), suretyships from Guarantor 1 and Guarantor 2, and pledges of certain Yanino’s immovable and movable property. Under this facility, Yanino undertakes neither to grant loans or security in favour of third parties without prior written consent of VEB nor to borrow any other loans or facilities except for loans or facilities specified in the facility agreement. As at 30 June 2013, the principal amount outstanding under this agreement was USD42,601 thousand.

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Loans to Moby Dik On 23 August 2011, Moby Dik (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement for a total principal amount of USD20,500 thousand at an interest rate of three- month LIBOR plus a margin of 4% per annum with repayment due on 23 August 2016. The purpose of the facility is to refinance an existing facility from Nordea Bank OAO and funding the purchase of loading equipment. The loan is secured by pledges of equipment purchased using the proceeds of this facility. Under this facility, Moby Dik undertakes, among other matters, to obtain the lender’s prior written consent for any change of control in respect of Multi Link and its subsidiaries and any granting or obtaining of finance or guarantees in an amount exceeding 10% of income decrease or/and 10% of Moby Dik assets decrease. Also, Moby Dik must maintain certain financial ratios, including equity and current debt ratios and operating income margin (each as defined in the agreement) determined on the basis of its quarterly financial statements. As at 30 June 2013, the principal amount outstanding under this agreement was USD14,079 thousand. Loans to Petrolesport On 31 July 2006, Petrolesport (as borrower) and BSGV ZAO (as lender) entered into a financial services agreement under which the lender undertakes to open (i) a line for documentary letters of credit and (ii) a revolving credit facility with a limit of EUR10,000 thousand. The interest rate for each drawdown is to be agreed by the parties in a separate agreement. The facility is due for repayment on 31 July 2011. Under the facility, Petrolesport undertakes, among other matters, not to borrow any finance other than that specified in the agreement without prior written consent of the lender. Also, the agreement provides that a failure by Petrolesport to perform its financial obligations towards third parties in amounts larger than USD3,000 thousand (or equivalent amount in other currencies) constitutes an event of default. The facility is secured by a number of pledges of some of Petrolesport’s equipment. The loan was repaid on 29 June 2011. On 9 November 2006, Petrolesport (as borrower) and Raiffeisenbank ZAO (formerly known as Raiffeisenbank Austria ZAO) (as lender) entered into a facility agreement for a principal amount of up to EU5,000 thousand (as amended) at an annual interest rate of one-month LIBOR plus a margin of 4.25% per annum with the repayment of the facility due on 9 November 2012. The facility was secured by the pledge of some of Petrolesport’s equipment. The loan was repaid on 8 August 2011.

On 24 December 2007, Petrolesport (as borrower) and Mezhdunarodniy Moskovskiy Bank ZAO (now known as UniCredit Bank ZAO) (as lender) entered into a facility agreement for a principal amount of EUR1,366 thousand at an annual interest rate of EURIBOR plus a margin of 2.95% with the repayment due on 24 December 2012. The facility was secured by the pledge over certain Petrolesport’s equipment. The loan was repaid on 24 December 2012. On 24 December 2007, Petrolesport (as borrower) and Mezhdunarodniy Moskovskiy Bank ZAO (now known as UniCredit Bank ZAO) (as lender) entered into a facility agreement for a principal amount of EUR3,278 thousand at an annual interest rate of EURIBOR plus a margin of 2.95% with the repayment due on 5 November 2013. The amount equal to EUR3,278 thousand under the credit agreement was actually drawn in four tranches: EUR1,485 thousand on 5 November 2008, EUR135 thousand on 10 November 2008, EUR1,520 thousand on 3 December 2008 and EUR138 thousand on 16 January 2009. Among other matters, the agreement provides that a failure by Petrolesport to perform its financial obligations to third parties constitutes an event of default. In addition, it is an event of default if, as a result of changes in the shareholding structure or for other reasons, a person different from the persons that held the similar position at the date of the agreement acquires the ability to determine decisions of Petrolesport’s management bodies and the lender has grounds to believe that the borrower will not be able to perform its obligations. The facility is secured by the pledge over certain Petrolesport’s equipment. As at 30 June 2013, the amount outstanding under this loan was EUR409,86 thousand. On 1 October 2009, Petrolesport (as borrower) and Barclays Bank OOO (as lender) entered into a facility agreement for a principal amount of up to USD15,000 thousand at an annual interest rate of three month LIBOR plus a margin of 7% per annum (as amended) with repayment due on 1 October 2014. The facility was secured by pledges of some movable and immovable property of Petrolesport, Moroz-PLP OOO (a subsidiary of Petrolesport) and ZASM OOO (a subsidiary of Petrolesport) and suretyships from Moroz-PLP OOO and ZASM OOO. The facility was repaid on 30 November 30.

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On 24 December 2010, Petrolesport (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement for a principal amount of up to RUB600,000 thousand or an equivalent amount in US dollars at an interest rate of 9.5% per annum for the rouble denominated facility and 4.8% for the US dollar denominated facility. The facilities are due for repayment on 24 December 2015. The amount equal to USD20,334 thousand under the credit agreement was drawn in two tranches: USD12,823 thousand on 28 December 2010 and USD7,510 thousand on 27 April 2011. According to the agreement, failure by Petrolesport to perform its financial obligations to third parties in an amount exceeding USD3,000 thousand constitutes an event of default. The facilities are secured by first and second ranking mortgages over certain Petrolesport’s quays. As at 30 June 2013, the amount outstanding under the US dollar denominated facility was USD11,962 thousand, and there was no amount outstanding under the rouble denominated facility. On 7 June 2011, Petrolesport (as borrower) and Barclays Bank OOO (as lender) entered into a facility agreement for a principal amount of up to USD20,000 thousand at an annual interest rate of 4,3% per annum (as amended) with repayment due on 7 June 2016. The facility was secured by a mortgage over berth № 46 and bank protection between berths № 58 and № 60 owned by Petrolesport. The facility was repaid on 27 December 2012. On 26 October 2011, Petrolesport (as borrower) and HSBC Bank (RR) (as lender) entered into a facility agreement for a principal amount of up to USD20,000 thousand at an annual interest rate of one month LIBOR plus a margin of 2.75% per annum (as amended) with repayment due on 26 October 2016. The amount equal to USD20,000 thousand under the credit agreement was drawn on 16 May 2012. According to the agreement, Petrolesport undertakes, among other matters, to maintain certain financial covenants with respect to EBITDA (as defined in the agreement) to amounts payable under its debt obligations ratio, the total credit and leasing indebtedness to capital dimension ratio, and its tangible net worth (as defined in the agreement). The facility is secured by the pledge of certain Petrolesport’s equipment. As at 30 June 2013, the amount outstanding under this facility was USD 16,470 thousand. On 14 November 2012, Petrolesport (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement for a principal amount of up to USD100,000 thousand at an interest rate of three month LIBOR plus a margin of 4,5% per annum (as amended) with repayment due on 14 November 2015. The amount equal to USD100,000 thousand under the credit agreement was drawn in two tranches: USD86,000 thousand on 14 November 2012 and USD14,000 thousand on 29 March 2013. The facility is secured by the corporate guarantee provided by the Company and by the pledge of the accounts of the Company opened with Raiffeisen Bank International AG. Under this facility, Petrolesport undertakes, among other matters, to inform the lender about any material changes, failure to perform its obligations, not to transfer its rights and obligations under the facility to the third parties, and to obtain lender’s prior approval for any change to Petrolesport’s share capital. Also, Petrolesport is prohibited from obtaining any additional financing or giving guarantees or loans (except of intragroup) if, as a result, its net debt to EBITDA ratio will become less than 3.5x. Petrolesport must maintain a certain net debt to EBITDA ratio and equity ratio (each as defined in the agreement) based on its financial statements. As at 30 June 2013, the amount outstanding under this agreement was USD90,909 thousand. VTB Austria loan facility to NCHC On 23 November 2012, NCHC (as borrower) and VTB Bank (Austria) AG (VTB Austria) (as lender) entered into a term loan facility agreement for a total principal amount of USD50,000 thousand at an interest rate of three-month LIBOR plus a fixed margin. Repayment under this facility is due on 27 November 2014. The purpose of the facility is to finance NCHC’s general working capital requirements and general corporate purposes. The loan is secured by a pledge of 15% shares in Railfleet, a guarantee of the Company, an obligation of TIHL to retain not less than 29.9% of shares in the Company and a pledge of Railfleet’s account in VTB Austria. Under this agreement, NCHC undertakes, among other matters, not to make loans and give any guarantee or indemnity (and procures that the Company, Railfleet and the Company’s subsidiaries do not make or give) to third party in the amount exceeding 5% of the aggregate value of the GPI Group’s assets. Also, NCHC undertakes to procure that not less than 75% of shares and assets in Farwater ZAO are free from any encumbrances except as permitted by the agreement. NCHC must maintain (and procure that the Company maintains) certain net debt to EBITDA and interest coverage ratios (as defined in the agreement). A change of control over the borrower constitutes an event of default under this agreement. For the purposes of this

Page 241 Material Contracts and Related Party Transactions agreement, a change of control occurs if (i) TIHL ceases to own (directly or indirectly) at least 29.9% of shares in the Company, or (ii) the Company ceases to own (directly or indirectly) 100% of shares in NCHC, or (iii) prior to corporate reorganisation involving NCHC and Railfleet, NCHC ceases to own at least 50% of shares in, and to exercise control over, Railfleet, or (iv) following corporate reorganisation involving NCHC and Railfleet, the surviving entity (either of NCHC or Railfleet) ceases to own at least 50% of shares in, and exercise control over, VSC OOO, or (v) any material subsidiary (as defined in the agreement) ceases to be a subsidiary of the Company. As at 30 June 2013, the amount outstanding under this agreement was USD50,218 thousand. Loans to VSC OOO On 27 October 2010, Vostochnaya Stevedoring Company OOO (VSC OOO) (as borrower) and Sberbank (as lender) entered into a non-revolving facility agreement for a principal amount of up to RUB173,000 thousand. In March 2012, the facility was repaid in full. On 16 February 2011, VSC OOO (as borrower) and Raiffeisenbank ZAO (as lender) entered into a revolving facility agreement for a principal amount of up to EUR372 thousand at an annual interest rate of LIBOR plus a margin of 3.05%. In February 2012, the facility was repaid in full. On 18 March 2011, VSC OOO (as borrower) and Raiffeisenbank ZAO (as lender) entered into a revolving facility agreement (as amended) for a principal amount of up to USD7,000 thousand at an annual interest rate of 4.38%. The facility is due for repayment on 18 March 2016. The agreement provides that, among other matters, a failure by VSC OOO to perform its financial obligations to the lender in any amount, as well as to third parties in an amount exceeding EUR1,500 thousand constitutes an event of default. The facility is to be secured by the pledge of some of VSC OOO’s movable property. As at 30 June 2013, the principal amount outstanding under this agreement was USD4,721 thousand. On 16 January 2012, VSC OOO (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement (as amended) for a total principal amount of USD20,000 thousand at an interest rate of 4.38% per annum. Repayment under the agreement is due on 16 January 2017. The purpose of the facility is to replenish the borrower’s working capital. The loan is secured by a pledge of certain loading equipment of VSC OOO. As at 30 June 2013, the principal amount outstanding under this agreement was USD17,583 thousand. On 22 February 2012, VSC OOO (as borrower) and Sberbank (as lender) entered into a revolving credit facility agreement for a total principal amount ranging from RUB200,000 thousand to RUB83,333 thousand within a given period at an interest rate of 10% per annum. Repayment under this agreement is due on 21 February 2015. The purpose of the facility is to finance the borrower’s current activities. The borrower undertakes to procure that its monthly credit turnover via accounts opened with the lender are not less than RUB500,000 thousand. As at 30 June 2013, the principal amount outstanding under this agreement was RUB167,132 thousand. On 11 February 2013, VSC OOO (as borrower) and Sberbank (as lender) entered into a non-revolving credit facility agreement for a total principal amount of USD30,000 thousand at an interest rate of 4.38% per annum. Repayment under this agreement is due on 10 February 2018. The purpose of the facility is to finance the borrower’s investment program, purchase of equipment and replenish its working capital. The loan is secured by a pledge of 2 RMG cranes of VSC OOO. Under the agreement, VSC OOO undertakes to procure that its quarterly credit turnover via accounts opened with the lender is not less than RUB1,300,000 thousand starting second quarter of 2013. Failure to perform or improper performance of payment obligations under any agreement with the borrower or under any facility agreement with the borrower or any third party constitutes an event of default under the agreement. As at 30 June 2013, the principal amount outstanding under this agreement was USD24,286 thousand. On 28 July 2011, VSC OOO (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement (as amended) for a principal amount of USD12,400 thousand at an annual interest rate of 4.38%. The facility is due for repayment on 28 July 2016. The purpose of this facility is to replenish borrower’s working capital and finance investment expenses. The facility is secured by the pledge of some of VSC OOO’s movable property. The agreement provides that, among other matters, a failure by VSC OOO to perform its financial obligations to the lender in any amount, as well as to third parties in

Page 242 Material Contracts and Related Party Transactions an amount exceeding EUR1,500 thousand constitutes an event of default. As at 30 June 2013, the principal amount outstanding under this agreement was USD9,592 thousand. Raiffeisenbank loan facility to PLP Mineral On 14 February 2013, PLP Mineral OOO (PLP Mineral) (as borrower) and Raiffeisenbank ZAO (as lender) entered into a credit facility agreement for a total principal amount of up to USD45,000 thousand (and/or its equivalent in roubles) at an interest rate of three-month LIBOR plus a fixed margin (or, if the facility is withdrawn in roubles, three-month MosPrime plus a fixed margin). Repayment under the agreement is due on 14 February 2018. The facility is provided for investment purposes, as well as to recover previous investment expenses. The loan is secured by a suretyship of Petrolesport and is also to be secured with a suretyship of Ultramar OOO, a pledge of certain PLP Mineral’s movable and immovable property and a pledge of its rights under certain services agreements. Under the agreement, PLP Mineral undertakes, among other matters, not to distribute dividends within first two years of the agreement (after two years, dividends may be distributed subject to compliance with certain financial covenants) and not to make new borrowings (except for intra-group) without lender’s prior consent. Also, all third party loans must be subordinated in respect to this facility (except for intra-group loans), provided that debt service coverage ratio (as calculated in the agreement) is more than 1.2. Also, the borrower must maintain certain equity and current debt ratios, operating income margin and debt service coverage ratio (each as defined in the agreement) based on its quarterly financial statements. As at the date of this Prospectus, the facility has not yet been utilised by the borrower. Loan and letter of credit and guarantee facilities to VEOS and ERS On 11 January 2013, VEOS and ERS (as borrowers) and AS SEB Pank, Nordea Bank Finland Plc, AS UniCredit Bank (Estonia branch) and AS DNB Bank (as lenders) entered into a term loan and letters of credit and guarantee limit facilities agreement in the amount of up to EUR100,000 thousand (term loan facility in an aggregate amount of EUR80,000 thousand and a letter of credit and guarantee limit facility in an aggregate amount of up to EUR20,000 thousand) at an interest rate of three-month EURIBOR plus a margin of 2.5% per annum for the term loan and 0.8% per annum for letters of credit and guarantee. Repayment under these facilities is due on 11 January 2018. The purpose of the term loan is to finance payment of dividends and related taxes by VEOS, while letters of credit and guarantee are provided for financing borrowers’ everyday business needs. The facilities are secured with a joint mortgage over land plots and business titles, a commercial pledge over VEOS’s assets and a pledge over personal usage rights (easements). Under the agreements, the borrowers undertake, among other matters, not to create any security over their assets and not to take any new borrowings, grant loans or guarantees (in the amounts exceeding carve outs specified in the agreements) or change corporate structure. VEOS also may not distribute dividends (in the amounts exceeding carve outs specified in the agreements) without lenders’ consent. VEOS undertakes to maintain certain debt to EBITDA and equity ratios (as defined in the agreements). In the event of change of control (as defined in the agreements) by the existing shareholders over VEOS, the lenders may cancel all amounts outstanding and claim accelerated payments under the agreements. As at 30 June, the principal amount outstanding under the term loan was EUR73,333 thousand, and under the letters of credit and guarantee was EUR17,097 thousand. Shareholders’ loans to VEOS On 28 March 2011, VEOS (as borrower) and Vopak (as lender) entered into a loan agreement for a principal amount of EUR56,204 thousand at an annual interest rate of 5%, with repayment due on 31 December 2012. On the same date, Vopak assigned its rights under this loan to Royal Vopak. The loan was repaid in full by 30 September 2012. VEOS also had a loan from its other shareholder, Intercross Investments B.V., a wholly−owned subsidiary of the GPI Group. This loan was repaid in full by 30 September 2012. Nordea Bank loan facilities to VEOS On 26 June 2007, Pakterminal AS (Pakterminal) (which was subsequently merged into VEOS in May 2010) (as borrower) and Nordea Bank Finland Plc (as lender) entered into a loan agreement for a principal amount of USD20,960 thousand at an annual interest rate of US dollar LIBOR plus a margin of 0.4% per annum, with repayment due on 15 June 2012. The loan was secured by a first-priority

Page 243 Material Contracts and Related Party Transactions joint-mortgage of Pakterminal’s rights relating to certain land plots. On 30 September 2012, the loan was repaid in full. On 14 September 2007, Pakterminal (which was subsequently merged into VEOS in May 2010) (as borrower) and Nordea Bank Finland Plc (as lender) entered into a loan agreement for a principal amount of USD3,751 thousand at an annual interest rate of US dollar LIBOR plus a margin of 0.4% per annum, with repayment due on 27 September 2012. The loan was secured by a first-priority joint-mortgage of Pakterminal’s rights relating to certain land plots. On 30 September 2012, the loan was repaid in full. Container Finance loans On 22 December 2009, CD Holding (as borrower) and Container Finance (as lender) entered into an interest-free unsecured loan agreement for a principal amount of EUR1,036 thousand, with repayment due on 22 December 2014, provided that certain conditions set out in Chapter 12 of the Finnish Limited Liability Companies Act have been met. As at 30 June 2013, the principal amount outstanding under this loan was EUR1,306 thousand. On 9 December 2004, Multi-Link (as borrower) and Container Finance (as lender) entered into an unsecured loan agreement for a total principal amount of EUR5,317 thousand at an annual interest rate of 3.8%, with repayment due on 31 December 2017 (as amended). On 19 August 2008, the Company (as assignee) acquired from Container Finance (as assignor) the right to receive EUR2,659 thousand. On 28 December 2011, Multi-Link as borrower assigned to Multi-Link Terminals Ltd Oy the obligation to repay the loan in the principal amount of EUR4,682 thousand. As at 30 June 2013, the principal amount outstanding under this loan was EUR2,018 thousand. On 12 December 2005, CD Holding (as borrower) and Container Finance (as lender) entered into an interest-free unsecured loan agreement for a principal amount of EUR1,500 thousand, with the final repayment due on 21 December 2013 (as amended). On 19 August 2008, the Company (as assignee) acquired from Container Finance (as assignor) the right to receive EUR750 thousand. As at 30 June 2013, the principal amount outstanding under this loan was EUR750 thousand. In addition, CD Holding has certain amounts outstanding to Container Finance and NCC Pacific. Also, Multi-Link Terminals Ltd Oy has certain amounts outstanding to Container Finance and the Company. See also “—Related Party Transactions—The GPI Group”. Secured Term Loan Agreement Overview On 19 December 2013, Petrolesport (as borrower) and ING Bank N.V., Raiffeisen Bank International AG (RBI AG) and Raiffeisenbank ZAO (as mandated lead arrangers and lenders) entered into a secured term loan facility agreement for the total principal amount of USD238,400 thousand (the Acquisition Facility). The Company is a guarantor and a joint and several obligor under the Acquisition Facility. Proceeds of the Acquisition Facility will be used to fund a USD229,400 thousand intercompany loan to the Company to be applied towards funding the NCC Acquisition. The rest of the proceeds will be applied towards Petrolesport’s general corporate purposes and payments to the lenders and other finance parties in connection with entering into the Acquisition Facility. Drawdown, interest and repayment The Acquisition Facility is available for utilisation in a single drawdown during the period starting on the date of the agreement and ending on the earliest of (i) the date falling 45 business days after the date of the agreement, or (ii) the Closing of the NCC Acquisition. Any amounts that remain undrawn at the end of the utilisation period are cancelled. The utilisation is conditional upon satisfaction of customary conditions precedent, including delivery of certain documents (such as legal opinions and evidence of approval of the NCC Acquisition by the Russian Federal Antimonopoly Service) and execution of all the facility documents (including the underlying security documents). The interest rate under the Acquisition Facility is a three-month LIBOR plus a margin of 5% per annum (decreasing up to 4.35% per annum depending on group consolidated net senior debt to group consolidated EBITDA ratio, calculated in accordance with the Acquisition Facility). Interest is

Page 244 Material Contracts and Related Party Transactions calculated on the basis of actual number of days elapsed in a year of 360 days and is payable in arrears on the last day of each three-month interest period beginning on the utilisation date. The amounts outstanding under the Acquisition Facility are repaid in equal quarterly installments starting on the third anniversary of the date of the agreement. The Acquisition Facility is to be repaid in full on a date falling 84 months after the date of the agreement. Representations, warranties and covenants Each of Petrolesport and the Company give customary representations and warranties with respect to their corporate existence, no conflict with other obligations, due authorisation, no default, title to material assets and compliance with environmental and natural monopoly laws. Majority of the representations and warranties are repeated on utilisation date and then at the beginning of each interest period. Under the agreement, Petrolesport undertakes to procure that, as long as 50% of the principal amount of the Acquisition Facility remains outstanding, at least USD85,000 thousand of aggregated sales proceeds per annum will be channeled via Petrolesport’s accounts opened with the lenders. Petrolesport also undertakes to maintain a certain adjusted cash cover ratio (as defined in the agreement) tested each half-year, a shortage is to be paid by the Company under an independent payment obligation. Pursuant to the Acquisition Facility, Petrolesport (and, where applicable, the GPI Group as a whole) are bound by a variety of undertakings customary for the financings of this nature. These include: ● limitation on acquisitions, joint ventures, amalgamations or similar transactions, except as permitted by the Acquisition Facility; ● restriction on disposal of assets by Petrolesport, except as permitted by the Acquisition Facility; ● restrictions on borrowings extended by, and security interests created over, Petrolesport and its assets (as appropriate), except as permitted in the Acquisition Facility; ● restrictions on issuance of share capital by Petrolesport, except for the purpose of maintaining the percentage of equity pledged as a collateral under the Acquisition Facility; ● negative pledge over 75% of equity interest in Farwater ZAO (Farwater), a subsidiary of the Company, and over 75% of its land plots, as well as over any fixed assets of Petrolesport, except as permitted in the Acquisition Facility; and ● Petrolesport and the Company may only distribute dividends and make other shareholder payments to the extent these payments will not infringe the financial covenants. The Acquisition Facility provides for a number of information undertakings, including delivery of annual and interim financial information to the lenders. In addition, the Acquisition Facility requires that Petrolesport complies, and procures that the GPI Group as a whole complies, with several financial ratios. These include net senior debt to EBITDA and EBITDA to interest expense. Each of these ratios is tested quarterly and is determined in accordance with the Acquisition Facility. Events of default The Acquisition Facility contains a list of events of default customary for the financings of this nature. These include non-payment, misrepresentation, cross-default by Petrolesport or other members of the GPI Group (subject to the thresholds set out in the Acquisition Facility), breach of any financial covenant, insolvency of the Company or any of its material subsidiaries, unenforceability or invalidity of any document relating to the Acquisition Facility. In addition, change of control is another event of default. For the purposes of the Acquisition Facility, a change of control arises whenever TIHL and/or APMT cease to have the power to (i) cast (or control the casting) of more than 50% of the number of votes casted at the general meeting of the Company, or (ii) appoint or remove all, or the majority of directors of the Company. It is also an event of default under the Acquisition Facility when (i) the Company ceases to own or control 100% voting shares in Petrolesport or VSC; (ii) the Company ceases to own indirectly 100% of NCCGL, or, for any NCCGL’s subsidiary that was not wholly-owned by NCCGL on the date of Closing, at least the same percentage of its issued capital that was directly or indirectly owned by NCCGL on the date of Closing; (iii) Petrolesport ceases to own directly 75% less 1 share of the FCT, or (iv) the Company ceases to own directly or indirectly 75% of Farwater.

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Security The Acquisition Facility is secured by: ● irrevocable and unconditional first demand corporate guarantee and indemnity provided by the Company; ● a first-ranking pledge of 25% plus 1 share in Petrolesport created by Arytano Holdings Limited; ● direct debit agreements between Petrolesport and ING Bank N.V. (London branch) regarding rights of direct debit of Petrolesport’s bank accounts; ● a mortgage over certain of Petrolesport’s berths and other property; and ● a security assignment of rights under intra-group loans provided to Petrolesport and related subordination deed. RBI AG and Raiffeisenbank ZAO are a security agents and holds security on behalf of the lenders. Miscellaneous provisions The agreement is governed by English law. Any dispute under the agreement is to be finally resolved by arbitration under the LCIA Arbitration Rules. 2011 Underwriting Agreement In connection with the Company’s offer and listing of GDRs in June 2011 (the 2011 GDR Offering), the Company and TIHL entered into an underwriting agreement (the 2011 Underwriting Agreement) with Deutsche Bank AG, London Branch, Goldman Sachs International, Morgan Stanley & Co. International plc and TD Investments Limited (currently known as SIB (Cyprus) Limited), as joint global coordinators and joint bookrunners (the Joint Bookrunners). The 2011 Underwriting Agreement and related arrangements provided for the issue and sale by the Company of 6,666,667 GDRs and the sale by TIHL of 28,939,394 GDRs and a further 3,560,606 GDRs pursuant to an over- allotment option. Under the 2011 Underwriting Agreement, the Joint Bookrunners received a fee as well as reimbursement for certain costs and expenses. In the 2011 Underwriting Agreement, the Company and TIHL gave certain customary representation and warranties to the Joint Bookrunners, including in relation to the business, the accounting records and the legal compliance of the Company, in relation to the Ordinary Shares and the GDRs and in relation to the contents of the prospectus for the 2011 GDR Offering. Each of the Company and TIHL gave customary indemnities to the Joint Bookrunners in connection with the 2011 GDR Offering. In addition, in connection with the 2011 GDR Offering, each of the Company and TIHL agreed that, to customary lock up provision, which have expired.

NCC GROUP’S MATERIAL CONTRACTS The NCC Group has not entered into any material contracts (not being contracts entered into in the ordinary course of business), during the two years prior to the date of this Prospectus, other than the agreements described below. Agreements relating to the NCC Acquisition See “The NCC Acquisition”. NCC Acquisition Facility See “—Secured Term Loan Agreement” above. ULCT shareholders’ agreement Overview On 16 November 2007, Belvo Establishment Limited (Belvo), an indirect subsidiary of NCC Group Limited (NCCGL) entered into a shareholders’ agreement (the ULCT SHA) with Eurogate International GmbH (Eurogate) in relation to Ust-Luga Container Terminal JSC (ULCT JSC), a company operating ULCT. As at the date of the ULCT SHA, ULCT JSC was known as OJSC Baltic Container Terminal.

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Contribution of shareholders The ULCT SHA provides that ULCT is owned 60% less one share by Belvo, 20% plus one share by the managing company of ZPIF Magistral (ZPIF) and 20% by Eurogate. In July 2009, ZPIF sold its shares in ULCT JSC to Alocasia Co. Ltd (Alocasia), a subsidiary of NCCGL. Currently, direct interests in ULCT are held 60% by Belvo, 20% by Alocasia and 20% by Eurogate. Conduct of business The ULCT SHA provides that the board of ULCT JSC shall consist of six directors. Eurogate has the right to appoint at least one director and Belvo has the right to appoint at least four directors. The board is responsible for the overall direction, supervision and management of ULCT JSC’s business, to the extent permitted by applicable law. The quorum for board meetings is five directors. At board meetings, each director has one vote and all resolutions must be passed by at least five votes. The ULCT SHA does not give the chairman a casting vote. To the extent permitted by applicable law, each of Belvo and Eurogate shall cause the directors they nominated to vote and to take all other actions that shall be necessary to fulfil the terms and conditions of the ULCT SHA. Under the ULCT SHA, certain matters are reserved to the board. No resolution approving a reserved matter may be passed unless approved by the Eurogate-nominated director. These matters include: ● recommendations to the general shareholder meeting with respect to certain amendments to ULCT JSC’s charter affecting, among other matters, the Eurogate-nominated director as well as the matters reserved to the board and the shareholders; ● approving the annual budget to the extent it requires a shareholder to pay in additional equity beyond the amount of equity provided for in ULCT JSC’s business plan for the development of ULCT (in which case the business plan must be amended accordingly); ● recommendations to the general shareholder meeting as to winding up or otherwise terminating ULCT JSC; ● recommendations to the general shareholder meeting as to merger of ULCT JSC with another company or entity, in full or in part; ● recommendations to the general shareholder meeting as to appointment of ULCT JSC’s auditors; ● approval or amendment of the ULCT JSC business plan; ● recommendations to the general shareholder meeting as to dividend payments; and ● entering by ULCT JSC into any profit-sharing or service arrangements (other than direct commercial contracts with customers), to the extent the board is authorised decide upon these issues under Russian law; where such arrangement(s) are implemented through an entity different from ULCT JSC, Belvo and Eurogate will become shareholders/partners of that entity and will hold the same percentage of shares as they hold in ULCT JSC without restriction of any kind. This provision does not apply to direct commercial contracts with customers. In addition, certain matters are reserved to the vote of the shareholders. No resolution on these matters can be passed unless approved by Eurogate. These matters include: ● amendment to the charter of ULCT JSC affecting, among other matters, the director nominated by Eurogate as well as the matters reserved to the board and the shareholders; ● winding up or otherwise terminating ULCT JSC; ● merger of ULCT JSC with another company or entity in whole or in part; ● appointment of auditors; ● dividend payments; and ● entering by ULCT JSC into any profit-sharing or service arrangement (other than direct commercial contracts with customers), to the extent the shareholders are authorised to decide

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on these issues under Russian law; where such arrangement(s) are implemented through an entity different from ULCT JSC, Belvo and Eurogate will become shareholders/partners of that entity and will hold the same percentage of shares as they hold in ULCT JSC without restriction of any kind. Distribution of dividends Unless Belvo and Eurogate agree unanimously otherwise, 30% of ULCT JSC’s profits will be reinvested in ULCT JSC’s and 70% will be distributed as dividends. This distribution is subject to repayment of the shareholder loans in full to any restrictions imposed by applicable laws or regulations. Investment commitment The ULCT SHA imposes an investment commitment on the shareholders, aimed at the development of certain stages of ULCT. As of the date of this Prospectus, the investment commitment has been fulfilled and the terminal has been launched. Transfers Under the ULCT SHA, Belvo and Eurogate have agreed that prior to the fourth anniversary of the ULCT SHA (which occurred in 2011), neither party may, without the express written consent of the other party, dispose of, in any manner, or create encumbrances over, all or part of its shares in ULCT JSC to any third party. There is a caveat allowing Eurogate to transfer its shares in the ULCT JSC share capital to a third party upon the completion of a certain phase of ULCT development. A further caveat permits Belvo to transfer its shares in the ULCT JSC share capital to NCCGL at any time, as part of the corporate reorganisation or otherwise. Following such a transfer, NCCGL shall succeed in all respects to Belvo’s rights and obligations under the ULCT SHA. Any transfer of ULCT JSC’s shares under the ULCT SHA is subject to the right of first refusal. However, the right of first refusal does not apply to any transfers of ULCT JSC’s shares to the existing shareholders’ affiliates (subject to compliance with certain provisions of the ULCT SHA). In 2012, the parties to the ULCT SHA agreed that the consent of the other shareholders will not be required for the pledge of shares in ULCT provided that all shareholders are notified of the proposed pledge. Change of control Eurogate must notify Belvo of any situation which would lead to a change of control over Eurogate and certain members of its group. Any such change of control over Eurogate, to which Belvo did not consent, entitles Belvo, within six months of becoming aware of the change of control, to serve a notice on Eurogate requiring to transfer all of ULCT JSC’s shares to Belvo at fair value, as determined by an independent appraiser. Pre-emption rights In the event of a further issue of shares by ULCT JSC, each shareholder shall have the right to subscribe for the amount of newly issued shares that prevents its existing percentage shareholding from being diluted. Non-assignment Neither Belvo nor Eurogate are allowed to assign their rights under the ULCT SHA (otherwise than pursuant to a transfer of shares to a third party in accordance with the terms of the ULCT SHA). Duration Unless the parties agree otherwise, the ULCT SHA lasts until the earlier of: ● the winding up or dissolution of ULCT JSC; ● one shareholder becomes the sole owner of ULCT JSC’s shares; or ● all of ULCT JSC’s shares become listed on a recognised investment exchange. Investment Agreement with Rosmorport On 3 August 2012, FCT and Rosmorport entered into an agreement on intentions in respect of construction and development of the quay facilities for icebreaker fleet anchorage and reconstruction of

Page 248 Material Contracts and Related Party Transactions the container terminal in the Big Port of Saint-Petersburg (the Rosmorport Agreement). Under the Rosmorport Agreement, Rosmorport undertakes to construct quays Nos. 88, 89 and 90, while FCT undertakes to reclaim a land plot from the sea and construct different port infrastructure, including warehouse premises, engineering networks and water treatment facilities, and to supply the provide the quays with the equipment, mechanisms and vehicles necessary for their operation. Each party will retain the title to the objects it constructed. The parties have agreed that all construction works under the Agreement on Intentions must be completed by the end of 2015. Under the Rosmorport Agreement, FCT undertakes to lease quay No. 88 constructed by Rosmorport under a 49-year lease agreement once the construction is completed. The Rosmorport Agreement sets minimum container throughput volumes in relation to quay No. 88 that FCT must meet each year starting from 2015 once Rosmorport has completed the construction of quay No. 88 and leased it to FCT. While the parties are free to renegotiate a new construction period for the relevant works and new investment amounts, non-performance by FCT of its construction obligations for more than 12 months or deviation by FCT from the agreed investment amounts for more than 20%, entitle Rosmorport to terminate the Rosmorport Agreement without suffering and damages or penalties. Loan facilities Sberbank facilities On 13 December 2010, FCT (as borrower) and Sberbank (as lender) entered into a non-revolving credit facility agreement for a total principal amount of $500,000 thousand at an interest rate of three-month LIBOR plus a margin of 5.85% per annum (as amended). Repayment under this loan agreement is due on 11 December 2015. The purpose of this facility was to make loans to some of NCC Group’s shareholders, thus enabling them to partially finance the purchase of a 50% stake in NCCGL from a third party. Under this agreement, FCT undertakes, among other matters, to maintain certain net debt to EBITDA ratio (as defined in the agreement). As at the end of 2012, FCT was not in compliance with certain financial covenants stipulated in this agreement. In June 2013, the facility was fully refinanced by a Sberbank facility entered into on 17 May 2013. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group—Loans and Borrowings”. On 13 December 2010, FCT (as borrower) and Sberbank (as lender) entered into a non-revolving credit facility agreement for a total principal amount of RUB9,496,450 thousand at an interest rate of three- month MosPrime plus a margin of 3.4% per annum (as amended). Repayment under this loan agreement is due on 15 June 2017. The purpose of this facility was to make loans to Perlen Holding Limited (Perlen), a shareholder of NCCGL, thus enabling it to partially finance the purchase of a 50% stake in NCCGL from a third party. The principal amount of the facility can be utilised in two tranches of RUB6,414,450 thousand and RUB3,082,000 thousand. The second tranche has not been utilised. The facility is secured by a pledge of 65% shares in FCT. The facility also used to be secured by a pledge of 60% shares in ULCT, however, this pledge was released on 16 January 2013. Under this agreement, FCT undertakes, among other matters, not to grant loans or guarantees to third parties or members of the NCC Group (except for the permitted loans specified in the agreement). FCT is also restricted from making further borrowings that would increase NCC Group’s indebtedness as compared to indebtedness that existed as at the date of the agreement and creating new encumbrances over the NCC Group’s assets which were not pledged at the date of the agreement. FCT also undertakes to maintain certain net debt to EBITDA ratio (as defined in the agreement). As at 30 June 2013, the principal amount outstanding under this loan agreement was RUB6,414,450 thousand. On 17 May 2013, FCT (as borrower) and Sberbank (as lender) entered into a non-revolving credit facility agreement for a total principal amount of USD288,235,295 at an interest rate of three-month LIBOR plus a margin of 6.75% per annum. Repayment under this loan agreement is due on 15 May 2020. The purpose of the facility was the refinancing of a Sberbank facility entered into on 13 December 2010. The facility is secured with a second-ranking pledge of 65% shares in FCT. The facility is also secured by a suretyship given by LT. The agreement prohibits FCT from granting any loans and guarantees to third parties or members of the NCC Group, except for those permitted in the agreement. FCT is also restricted from making new borrowings that would increase NCC Group’s indebtedness as compared to indebtedness that existed as at the date of the agreement and creating new

Page 249 Material Contracts and Related Party Transactions encumbrances over NCC Group’s assets which were not pledged as at the date of the agreement. In addition, FCT undertakes to maintain (and procure that the NCC Group maintains) certain net debt to EBITDA ratio (as defined in the agreement). As at 30 June 2013, the principal amount outstanding under this agreement was USD288,235.3 thousand. In anticipation of Closing of the NCC Acquisition, Sberbank issued a letter in respect of loans with FCT. Pursuant to this letter, Sberbank consented to the NCC Acquisition and agreed to refrain from declaring an event of default in the event any provisions of the loan agreements are breached in connection with the NCC Acquisition. The letter is conditioned upon FCT delivering certain documents to Sberbank and entering into additional agreements to the existing loan agreements. Swedbank facilities On 15 February 2008, ULCT (as borrower) and Swedbank OAO (as lender) entered into a letter of documentary credit for a total principal amount of EUR17,969 thousand at an interest rate of three- month EURIBOR plus a margin of 3.15% per annum. Repayment under this loan agreement is due on 15 August 2014. The facility is secured by a pledge of equipment provided by ULCT and a suretyship given by FCT. As at 30 June 2013, the principal amount outstanding under this agreement was EUR3,344 thousand. On 14 March 2011, FCT (as borrower) and Swedbank OAO (as lender) entered into a facility agreement for a total principal amount of up to $10,000 thousand at any given time at an interest rate of one-month LIBOR plus a margin ranging from 4.5% to 4.65% per annum. Repayment under the agreement was due on 14 September 2012. In September 2012, this facility was repaid in full. VTB Capital Plc loan facility On 15 May 2013, NCCGL (as borrower) and VTB Capital Plc (as lender) entered into a term loan facilities agreement for a total principal amount of up to $500,000 thousand at an interest rate of LIBOR plus a margin of 6.65% per annum. Repayment under this loan agreement is due in 2020. The principal amount under this agreement is available for utilisation in three facilities as follows: $225,286 thousand as facility A, $24,714 thousand as facility C and up to $250,000 thousand as facility B. The facilities A and C were utilised by NCCGL in June and July 2013, respectively. Utilisation of the facility B is subject to certain conditions precedent to be agreed between the lender and NCCGL prior to delivery of respective commitment letter. The purpose of this facility is to refinance some outstanding loans of NCCGL and FCT. The facility is secured by a security over cash created by NCCGL in favour of VTB Capital Plc. The facility is also secured by a pledge of 25% plus one share in FCT, as well as by a suretyship given by T.O. Services Limited (TOS). NCCGL on-lent the proceeds received under this agreement to FCT under an intra-group facility agreement entered into for the principal amount of up to $500,000 thousand. NCCGL entered into a security assignment with VTB Capital Plc, whereby all of NCCGL’s rights under the intra-group facility agreement are assigned in favour of VTB Capital Plc by way of security. Under the facility agreement, NCCGL undertakes, among other matters, not to grant loans or suretyships and to procure that neither of FCT, LT or ULCT grant suretyships (except as permitted in the agreement). NCCGL also undertakes not to borrow any new loans (except as permitted in the agreement). Also, the loan agreement requires that NCCGL maintains certain net debt to EBITDA ratio (as defined in the agreement). Under the facility agreement, NCCGL must notify VTB Capital Plc of a change of control. Upon receipt of such notification, VTB Capital Plc may cancel the outstanding commitment or make an acceleration demand. As at 30 June 2013, the principal amount outstanding under this loan agreement was $250,000 thousand. In anticipation of Closing of the NCC Acquisition, NCCGL and VTB Capital Plc entered into a letter agreement. Pursuant to this letter agreement, VTB Capital Plc as lender consented to the NCC Acquisition and agreed to amend certain NCCGL’s covenants to avoid default under the facility agreement. Raiffeisenbank facilities On 17 June 2010, LT (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement for an aggregate amount of up to $50,000 thousand at an interest rate of one-month LIBOR plus a margin of 4.9% per annum. Repayment under the facility was due on 30 January 2014. The

Page 250 Material Contracts and Related Party Transactions purpose of the facility was capital expenses financing and pay-back of certain loans to FCT. In April 2012, this facility was repaid in full. On 31 August 2011, NCCGL (as borrower) and Raiffeisenbank ZAO (as lender) entered into a facility agreement for a total principal amount of $250,000 thousand. The loan agreement had an interest rate of three-month LIBOR plus a margin of 5.55% per annum. In June 2013, this facility was repaid in full with the proceeds received under the facility agreement with VTB Capital Plc. UniCredit Bank facilities On 6 August 2008, FCT (as borrower) and UniCredit Bank ZAO (as lender) entered into a facility agreement (as amended) for a total principal amount of $26,000 thousand at an interest rate of three- month LIBOR plus a margin ranging of 3.85% (as may be increased subject to certain conditions) per annum. Repayment under this agreement is due on 6 August 2014. The facility is secured by a pledge of FCT’s equipment. A change of control over FCT is an event of default under the agreement. As at 30 June 2013, the principal amount outstanding under this agreement was $26,000 thousand. On 2 October 2008, FCT (as borrower) and UniCredit Bank ZAO (as lender) entered into a facility agreement (as amended) for a total principal amount of $61,700 thousand at an interest rate of one- month LIBOR plus a margin of 3.95% (as may be increased subject to certain conditions) per annum. Repayment under this agreement is due on 29 June 2014. The facility is secured by a pledge of FCT’s equipment. A change of control over FCT is an event of default under the agreement. As at 30 June 2013, the principal amount outstanding under this agreement was $27,244,258.34. On 16 September 2011, FCT (as borrower) and UniCredit Bank ZAO (as lender) entered into a facility agreement for a total principal amount of $20,000 thousand at an interest rate of one-month LIBOR plus a margin of 2.75% (as may be increased subject to certain conditions) per annum. In September 2013, this facility was repaid in full. On 30 May 2011, FCT (as borrower) and UniCredit Bank ZAO (as lender) entered into a facility agreement for a total principal amount of $50,000 thousand at an interest rate of three-month LIBOR plus a margin ranging of 3.85% (as may be increased subject to certain conditions) per annum. Repayment under this agreement is due on 30 May 2016. The facility is secured by a pledge of FCT’s equipment and a suretyship given by the Company. Under the agreement, FCT undertakes, among other matters, to maintain certain net debt to EBITDA and equity to debt ratios (as defined in the agreement). Also, a change of control over FCT is an event of default under this agreement. As at 30 June 2013, the principal amount outstanding under this agreement was $50,000 thousand. On 6 November 2012, FCT (as borrower) and UniCredit Bank ZAO (as lender) entered into a facility agreement for a total principal amount of $80,000 thousand at an interest rate of three-month LIBOR plus a margin of 4.5% per annum (as may vary depending on certain conditions). Repayment under this agreement is due on 6 November 2017. The purpose of the facility is refinancing by certain members of the NCC Group of the existing facilities provided by Raiffeisenbank ZAO and Sberbank. The facility is secured by a pledge of 25% plus one share of ULCT, pledge of ULCT’s assets and mortgage of two ULCT’s quays. Under the agreement, FCT is required to maintain certain net debt to EBITDA and equity to debt ratios (as defined in the agreement). Also, a change of control over FCT is an event of default under the agreement. As at 30 June 2013, the principal amount outstanding under this agreement was $80,000 thousand. As at the end of 2012, FCT was not in compliance with certain financial covenants under the loan agreements entered into with UniCredit Bank on 16 September 2011, 30 May 2011 and 6 November 2012. However, UniCredit Bank issued a letter stating that, subject to FCT entering into additional agreement to the loan agreement dated 6 November 2012 (as described above), it will not terminate any of the agreements and declare the outstanding amounts immediately due and payable. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group—Loans and Borrowings”. HSBC Bank loan facility On 13 December 2010, FCT (as borrower) and HSBC Bank (RR) OOO (as lender) entered into an uncommitted revolving credit facility agreement for a total principal amount of up to $15,000 thousand at any given time at an interest rate of LIBOR plus a margin of 3% per annum. Repayment under this facility was due on 12 December 2012. In June 2012, this facility was repaid in full.

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In anticipation of Closing of the NCC Acquisition, FCT entered into a letter-agreement with HSBC Bank (RR) OOO. Pursuant to this letter-agreement, HSBC Bank (RR) OOO consented to the NCC Acquisition, acknowledged that any breach by FCT of its covenants under the facility agreement will not result in an event of default and agreed to forbear from calling the indebtedness immediately due and payable. Swap arrangement with SIB (Cyprus) Limited On 20 March 2013, NCCGL entered into a swap arrangement under the 2002 ISDA Master Agreement with SIB (Cyprus) Limited (SIB) to swap the payments under a Rouble-denominated facility from Sberbank into US dollars and to swap the floating rate of interest on that facility to a fixed rate. Under this arrangement, NCCGL undertakes to deliver certain credit support documentation, including a second-ranking pledge of 65% shares in FCT and a deed of guarantee by FCT in favour of SIB capped by $20,000 thousand. According to the arrangement, if Perlen or First Quantum International Limited (FQ) cease to (i) own directly or indirectly more than 50% shares in NCCGL or (ii) be able to exercise more than 50% votes in a general meeting of shareholders, or if NCCGL ceases to own directly or indirectly 100% of shares in FCT, an additional termination event will be triggered. Upon delivery of termination notice by an affected party no further payments or deliveries will be required to be made and a termination amount will be payable by the relevant party. Shareholder loans Loans to shareholders On 8 December 2010, Perlen (as borrower) and FCT (as lender) entered into an unsecured loan agreement for a total principal amount of $750,000 thousand at an interest rate of 9% per annum (6.5% per annum starting 1 April 2011), with repayment due on 15 July 2017. The purpose of this loan was to partially finance the purchase by Perlen of a 50% stake in NCCGL from a third party. As at 30 June 2013, the total principal amount outstanding was $493,363 thousand. As part of the NCC Acquisition, at Closing, the amount outstanding under this loan agreement will be transferred to the Company as part of the consideration for the acquisition of 100% of the shares in NCCGL. See “The NCC Acquisition”. On 8 September 2011, FQ and Perlen (as borrowers) and NCCGL (as lender) entered into two unsecured loan agreements. These two loan agreements are made on identical terms. Under each agreement, USD106,000 thousand was granted to each borrower at an interest rate of 0.25% per annum with the repayment due on 31 December 2013. In the first half of 2013, NCCGL advanced additional tranches to FQ and Perlen in the amount of USD8,500 thousand each. As at 30 June 2013, the total principal amount outstanding under each loan agreement was USD86,000 thousand. As part of the NCC Acquisition, prior to Closing, the amount outstanding under these loans will be transferred to the direct shareholders of NCCGL and set-off against dividends declared by NCCGL. Eurogate loans to ULCT In the period between 2004 and 2012, ULCT (as borrower) entered into the following unsecured loan agreements with Eurogate (as lender), a minority shareholder of ULCT: (i) loan agreement dated 30 May 2008 with a principal amount of USD6,420 thousand at an interest rate 10% per annum, with repayment due on 31 December 2013, (ii) loan agreement dated 23 July 2004 with a principal amount of USD30 thousand, with no interest rate and repayment due on 31 December 2019, (iii) loan agreement dated 20 December 2006 with a principal amount of USD500 thousand, with no interest rate and repayment due on 31 December 2019, (iv) loan agreement dated 12 December 2007 with a principal amount of USD2,071 thousand at an interest rate of six months LIBOR plus margin of 3%, with repayment due on 31 December 2019, (v) loan agreement dated 2 February 2009 with a principal amount of USD27,334 thousand at an interest rate 9.1% per annum, with repayment due on 30 June 2017, and (vi) loan agreement dated 7 March 2012 with a principal amount of USD9,666 thousand at an interest rate 9.1% per annum, with repayment due on 30 June 2019. As at 30 June 2013, the principal and accrued interest amounts outstanding under these loan agreements were USD55,466 thousand. 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

Page 252 Material Contracts and Related Party Transactions 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. Security for the obligations of third parties On 19 March 2013, FCT and TOS entered into suretyship agreements with VTB Bank (OAO). Under the agreements, FCT and TOS undertake, among other matters, to secure the obligations of Marine Cargo Terminal Petersburg ZAO as borrower to VTB Bank OAO as lender under the loan agreement. The total principal amount of this facility is USD60,000 thousand at an interest rate of three-month LIBOR plus a margin of 6.95% per annum. On 28 September 2010, FCT gave a suretyship to Bank Saint Petersburg OAO to secure the obligations of Marine Cargo Terminal Petersburg ZAO as borrower. The respective loan agreement is entered into for a total principal amount of USD60,000 thousand at an interest rate of 8.25% per annum. Repayment under the loan agreement is due on 26 September 2014. In March 2013, this suretyship was terminated. RELATED PARTY TRANSACTIONS The GPI Group The GPI Group is jointly controlled by TIHL and APMT. Until 28 November 2012, TIHL owned and controlled 75% of the Company’s shares (the ultimate controlling party was Mirbay International Inc, Bahamas). For the purposes of the GPI Financial Information, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operational decisions as defined by IAS 24 “Related Party Disclosures”. In considering each possible related party relationship, attention is directed to the substance of the relationship, not merely the legal form. Related parties may enter into transactions, which unrelated parties might not, and transactions between related parties may not be effected on the same terms, conditions and amounts as transactions between unrelated parties. The following transactions were carried out with related parties: Sale of services Six months ended Year ended 30 December 30 June 2010 2011 2012 2012 2013 (USD thousands ) TIHL ...... - - 1 - - Entities under control of owners of TIHL and APMT ...... - 123 4,646 - 30,268 Joint ventures in which GPI is a venture ...... - 41 - - - Other related parties...... 3 6 55 3 44 Total ...... 3 170 4,702 3 30,312

Sale of property, plant and equipment Six months ended Year ended 30 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Profit on sales of property, plant and equipment Companies under common control ...... 43 - - - - Other related parties...... - - - - 8

Net book amount of sold property, plant and equipment

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Joint ventures in which GPI is a venture ...... - - - - 1 Other related parties...... - - - - 13 Total ...... 0 - - - 14 Purchase of property, plant and equipment Six months ended Year ended 31 December 30 June 2010 2011 2012 2012 2013 (USD in thousands) Entities under control of owners of TIHL and APM Terminals...... 1,185 115 14 7 - Other related parties...... - - 5 - - Total ...... 1,185 115 19 7 - Purchases of services and incurred expenses Six months ended 30 Year ended 31 December June 2010 2011 2012 2012 2013 (USD in thousands) Entities under control of owners of TIHL and APM Terminals...... 1,099 1,840 2,264 (1,118) (1,164) Joint ventures in which GPI is a venture ...... - - 293 (133) (175) Other related parties...... 758 3,625 4,250 (2,217) (2,651) Total ...... 1,857 5,465 6,807 (3,468) (3,990) Interest income and expenses Six months ended 30 Year ended 31 December June 2010 2011 2012 2012 2013 (USD in thousands) Interest income: Loans to common ownership companies ...... 376 - - - - Parent company...... - - - - - Joint ventures in which GPI is a venturer...... - 1,615 923 559 383 Other related parties...... - 16 - - - Total ...... 376 1,631 923 559 383

Interest expense: Loans from the parent (4,088) - - - - TIHL ...... - (1,208) (212) - - Total ...... (4,088) (1,208) (212) - - Trade, other receivables and prepayments Six months ended 30 Year ended 31 December June 2010 2011 2012 2012 2013 (USD in thousands) Entities under control of owners of TIHL and APM Terminals...... - 643 2,128 2,128 5,533 Joint ventures in which GPI is a venture ...... - 2 - - 6,977 Other related parties...... - 111 47 47 58 Total ...... - 756 2,175 2,175 12,568 Trade and other payables Six months ended 30 Year ended 31 December June 2010 2011 2012 2012 2013 (USD in thousands) Entities under control of owners of TIHL and APM Terminals...... 31 12 1,269 1,269 19 Joint ventures in which GPI is a venture ...... - 2 6 6 - Other related parties...... 95 131 462 462 365 Total ...... 126 145 1,737 1,737 384

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Key management compensation/directors’ remuneration Six months ended 30 Year ended 31 December June 2011 2011 2012 2012 2013 (USD in thousands) Key management compensation: Salaries, payroll taxes and other short term employee benefits...... - 5,557 6,329 3,232 5,916 Directors’ remuneration (included also above): Fees ...... - 740 512 - - Emoluments in their executive capacity...... - 392 416 - - Total ...... - 1,132 928 - - Loans to related parties

The details of loans provided to joint ventures in which the Company is a venturer are presented below: Six months ended Year ended 31 December 30 June 2010 2011 2012 2013 (USD in thousands) At the beginning of the period ...... 5,550 6,498 22,711 11,844 Loans advanced during the period ...... 769 670 2,758 3,826 Interest charged ...... 376 1,615 923 383 Loan receivable from VEOS (non-cash transaction)(1) ...... - 37,634 - - Loan and interest repaid during the period...... - (26,046) (14,585) (237) Foreign exchange differences...... (197) 2,340 37 (40) At the end of the period...... 6,498 22,711 11,844 15,776

______

(1) In 2011, VEOS repurchased 10% of its share capital in total equally from its two ventures. The redemption of shares was partly settled in cash and the unsettled balance was converted to the interest bearing loan repayable by 31 December 2012. This asset comprises of the amount owed by VEOS to the GPI Group that is attributable to the other venturer.

The loans are not secured, bear interest at 3.8 - 8.1% (2010: 6.7%, 2011: 3.8-8.1%; 2012: 3.8 - 8.1%) and are repayable between 2012 and 2018.

The details of loans provided to other related parties are presented below: Six months ended 30 Year ended 31 December June 2010 2011 2012 2013 (USD in thousands) At the beginning of the period ...... - - - - Loans advanced during the period ...... - 850 - - Interest charged ...... - 16 - - Loan and interest repaid during the period...... - (866) - - At the end of the period...... - - - - The loan is not secured, was provided at average fixed interest rate 10.8% with repayment date in 2011. Loans from related parties

The details of loans received from TIHL by the various GPI Group entities are presented below: Six months ended Year ended 31 December 30 June 2010 2011 2012 2013 (USD in thousands) At the beginning of the period ...... 48,451 44,292 - -

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Loans received during the period...... 249 - 145,000 - Loan and interest repaid during the period...... (8,220 (47,361) (145,21 - ) 2) Interest charged ...... 4,088 1,208 212 - Foreign exchange difference ...... (276) 1,861 - - At the end of the period...... 44,292 - - -

The loans were provided at interest rates of 2.32 (2010: 8.4%, 2011: 7-10%, 2012: 2.32%). Guarantees and pledges

During 2009, two entities within the Russian Ports segment granted a corporate guarantee covering the non-performance by TIHL in respect of a bank loan with a balance USD40 million on 31 December 2010. The guarantee was provided free of charge and was valid for 18 months.

In April 2010, the guarantee was prolonged for a further period of two years. The prolongation of the guarantee was recognised at an estimated fair value of USD3,000 thousand (deferred tax – USD600 thousand; net of deferred tax - USD,400 thousand), through retained earnings in equity as it was a transaction with the shareholders.

In May 2011, the guarantees granted by entities within the Russian Ports segment in respect of TIHL’s indebtedness under a bank loan were released. The amortisation charged through the income statement amounted to USD2,000 thousand in 2011 within ‘Other (losses)/gains – net’ (see Note 7 to the GPI Audited Annual Financial Statements).

THE NCC GROUP Related parties of the NCC Group, within the meaning of IAS 24 (Related party disclosures), represent entities that directly or indirectly through one or more intermediaries control, or are controlled by, or are under common control with, the NCC Group. Related parties include shareholders, affiliates and entities controlled by NCC Group’s shareholders and members of key management personnel. Transactions between NCCGL and its subsidiaries, which are related parties of NCCGL, have been eliminated on consolidation and are not disclosed in the information below.

Page 256 Material Contracts and Related Party Transactions

In 2010, 2011, and 2012 and in the six months ended 30 June 2012 and 2013, the NCC Group entered into the following transactions with related parties: Year ended 31 December Six months ended 30 June Type of relationship / Nature of Transaction 2010 2011 2012 2012 2013 (USD in thousands) Companies controlled by the same shareholders as the NCC Group Management services rendered ...... - 5,209 2,705 36 2,169 Cargo, handling and storage services rendered ...... - 38 192 29 21 Resale of goods ...... - 35 377 124 290 Rental income...... - 398 37 440 162 IT services acquired ...... (706) (24) (961) (473) (518) Rental expenses ...... (1,499) (859) (526) (264) (316) Other goods and services acquired...... (346) (88) (345) (97) (29) Interest income: nominal and effect of discounting...... 1,242 4,997 - - 3 Finance costs...... 1,840 - - - - Companies controlled by one of the shareholders as the NCC Group Interest income: nominal and effect of discounting...... 13,451 - - - - Shareholders of the NCC Group Interest income: nominal and effect of discounting...... 2,811 49,560 38,953 20,634 16,620 Nominal and effect of discounting...... - - (3,224) (1,799) (1,332) Dividends and other distributions to Shareholders ...... 218,350 97,435 84,000 15,000 3,099

The terms and conditions of the acquisitions with related parties are determined based on arrangements specific to each contract or transaction and might be executed on terms which are not similar to those used for third parties. In 2012, there were disbursements and repayments of loans receivable from shareholders as described in Note 17 to the NCC Audited Annual Financial Statements. See also “—NCC Group’s material contracts—Shareholder loans”. As at 31 December 2010, 2011 and 2012 and as at 30 June 2012 and 2013, balances due to or from related parties for the NCC Group were as follows: Year ended 31 December Six months ended 30 June Type of relationship 2010 2011 2012 2012 2013 (USD in thousands)

Companies controlled by the same shareholders as the NCC Group Trade and other receivables from cargo, handling and storage services rendered ...... - 5 4,368 4,368 5,139 Trade and other receivables from management services rendered...... - 3,761 - - 21 Trade and other receivables from rent ...... - - 163 Advances paid for rental services...... 265 206 - - Trade and other payables due to related parties...... 170 238 90 90 104 Borrowings from related parties...... 48,570 913 135 135 100 Loans receivable from related parties ...... 42,615 - - - - Shareholders of the NCC Group Loans receivable from related parties ...... 712,828 715,746 723,259 723,259 755,073

No provisions against loans receivable or trade and other receivables from related parties were created during the years ended 31 December 2010, 2011 and 2012 or the six months ended 30 June 2013 and no collateral was taken as a pledge. The guarantees given with respect to NCC Group’s related party are described in Note 27 to the NCC Audited Annual Financial Statements. See also “—NCC Group’s material contracts—Loan facilities— VTB Capital Plc loan facility”.

Page 257 Material Contracts and Related Party Transactions

Compensation of key management personnel Remuneration of NCC Group’s key management personnel for the years ended 31 December 2010, 2011 and 2012 was USD3,063 thousand, USD1,838 thousand and USD2,098 thousand, respectively. Short-term employee benefits to key management personnel for the six months ended 30 June 2012 and 2013 were USD1,138 thousand and USD992 thousand, respectively. The remuneration of the two Cypriot directors signing the NCC Group’s IFRS financial statements paid for the years ended 31 December 2010, 2011 and 2012, and the six months ended 30 June 2012 and 2013 was USD70 thousand, USD95 thousand, USD128 thousand, USD79 thousand and USD91 thousand, respectively.

Page 258 SUMMARY OF PROVISIONS RELATING TO THE GLOBAL DEPOSITARY RECEIPTS WHILE IN MASTER FORM The GDRs will initially be evidenced by (i) a single Master Regulation S GDR Certificate in registered form and (ii) a single Master Rule 144A GDR Certificate in registered form. The Regulation S Master GDR has been registered in the name of and held by BNP Paribas as common depositary for Clearstream, Luxembourg and Euroclear, and the Rule 144A Master GDR has been registered in the name of Cede & Co. as nominee for DTC. The Master GDRs contain provisions that apply to the GDRs while they are in master form, some of which modify the effect of the Conditions of the GDRs set out in this Prospectus. The following is a summary of certain of those provisions. Unless otherwise defined herein, the terms defined in the Conditions shall have the same meaning herein. Any increase or decrease in the number of GDRs evidenced hereby from that initially notified to the Holder, as defined in the Conditions, will promptly be notified to the Holder by the Depositary.

EXCHANGE The Regulation S Master GDR and the Rule 144A Master GDR will only be exchanged for certificates in definitive registered form evidencing GDRs in the circumstances described in (i), (ii), (iii), or (iv) below in whole but not, except in the case of (iii) below, in part. Subject to the terms and conditions hereof, the Depositary hereby irrevocably undertakes to deliver certificates evidencing GDRs in definitive registered form in exchange for either the Regulation S Master GDR or the Rule 144A Master GDR, as the case may be, to persons entitled to interests in the Regulation S Master GDR or the Rule 144A Master GDR, as the case may be, within 60 days in the event that: (i) the holder of the Rule 144A Master GDR is unwilling or unable to continue as common depositary (or as nominee thereof) and a successor common depositary (or successor depositary) (or successor nominee thereof), is not appointed within 90 calendar days; or (ii) DTC or any successor ceases to be a “clearing agency” registered under the Exchange Act; or (iii) either (a) Clearstream or Euroclear, in the case of the Regulation S Master GDR, or (b) DTC, in the case of the Rule 144A Master GDR, is closed for business for a continuous period of 14 calendar days (other than by reason of holiday, statutory or otherwise) or announces an intention permanently to cease business or does, in fact, do so and no alternative clearing system satisfactory to the Depositary is available within 45 calendar days; or (iv) the Depositary has determined that, on the occasion of the next payment in respect of the GDRs, the Company, the Depositary or its Agent would be required to make any deduction or withholding from any payment in respect of the GDRs which would not be required were the GDRs in definitive form; Any such exchange shall be at the expense of the relevant Holder. In case of the Rule 144A Master GDR, in relation to (iii) above any person appearing in the records maintained by DTC as entitled to any interest in this Rule 144A Master GDR shall be entitled to require the Holder to procure the exchange of an appropriate part of this Rule 144A Master GDR for a definitive GDR for an interest held by such person in this Rule 144A Master GDR in the above circumstances upon notice to the Holder. Any such exchange shall be at the expense (including printing costs) of the Holder in the case of such appropriate part or at the expense of the Holders in case of exchange of the whole of the Rule 144A Master GDR for the definitive GDRs. A GDR evidenced by an individual definitive certificate will not be eligible for clearing and settlement through DTC. Upon any exchange of a part of this Rule 144A Master GDR for a certificate evidencing a GDR or GDRs in definitive form or any distribution of GDRs pursuant to Conditions 3, 5, 6, 7 or 10, or any reduction in the number of GDRs evidenced hereby following any withdrawal of any Deposited Property pursuant to Condition 2, or any increase in the number of GDRs following the deposit of Shares pursuant to Condition 1, the relevant details shall be entered on the Register of the Depositary, whereupon the number of GDRs represented by this Rule 144A Master GDR shall be reduced or increased (as the case may be) for all purposes by the amount so exchanged and entered on the Register, provided always that if the number of GDRs evidenced by the Regulation S Master GDR and/or the Rule 144A Master GDR is reduced to zero the Regulation S Master GDR and/or the Rule

Page 259 Summary of provisions relating to the Global Depositary Receipts while in master form

144A Master GDR shall continue in existence until the obligations of the Company under the Deposit Agreement and the obligations of the Depositary pursuant to the Deposit Agreement and the Conditions have terminated.

VOTING RIGHTS, PAYMENTS AND DISTRIBUTIONS GDR holders will have voting rights in respect of the underlying shares as set forth in Condition 12 and the Deposit Agreement. The Depositary will exercise voting rights only upon receipt of written instructions in accordance with the Conditions and the Deposit Agreement and if permitted by law. Payments of cash dividends and other amounts (including cash distributions) in respect of the GDRs evidenced by the Regulation S Master GDR or the Rule 144A Master GDR will be made by the Depositary through Clearstream and Euroclear in respect of the Regulation S Master GDR and through DTC in respect of the Rule 144A Master GDR on behalf of persons entitled thereto upon receipt of funds therefor from the Company. Any free distribution or rights issue of Shares to the Depositary on behalf of Holders may result in the number of GDRs being adjusted to reflect the enlarged number of GDRs it thereby evidences.

SURRENDER OF GDRS Any requirement in the Conditions relating to the surrender of a GDR to the Depositary shall be satisfied by the production by the Common Depository on behalf of a person entitled to an interest therein, of such evidence of entitlement of such person as the Depositary may reasonably require, which is expected to be a certificate or other documents issued by the Common Depository. The delivery or production of any such evidence shall be sufficient evidence, in favour of the Depositary, any Agent and the Custodian of the title of such person to receive (or to issue instructions for the receipt of) all moneys or other property payable or distributable, in respect of the Deposited Property represented by such GDRs.

NOTICES In respect of the Regulation S Master GDR, for so long as it is registered in the name of a common depositary on behalf of Euroclear and Clearstream, Luxembourg, and, in respect of the Rule 144A Master GDR, for as long as it is registered in the name of DTC or its nominee, notices may be given by the Depositary by delivery of the relevant notice to the Common Depositary for communication to persons entitled thereto in substitution for publication required by Condition 23.

INFORMATION For so long as any Rule 144A GDRs or shares represented thereby are “restricted securities” within the meaning of Rule 144(a)(3) under the US Securities Act, during any period in which it is neither a reporting company under, and in compliance with the requirements of, Section 13 or 15(d) of the Exchange Act nor exempt from the reporting requirements of the Exchange Act by complying with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company has agreed in the Deposit Agreement and the Deed Poll to provide, at its expense, to any Holder, owner of Rule 144A GDRs or of the Rule 144A Master GDRs or the beneficial owner of an interest in such Rule 144A GDRs, and to any prospective purchaser of Rule 144A GDRs or shares represented thereby designated by such person, upon request of such owner, beneficial owner, Holder or prospective purchaser, the information required by Rule 144A(d)(4)(i) and otherwise to comply with Rule 144A(d)(4).

GOVERNING LAW The Regulation S Master GDR and the Rule 144A Master GDR will be governed by and construed in accordance with English law.

Page 260 TERMS AND CONDITIONS OF THE GLOBAL DEPOSITARY RECEIPTS The Global Depositary Receipts (GDRs) represented by this certificate are issued in respect of ordinary Shares of nominal value USD0.10 each (the Shares) in Global Ports Investments plc (the Company), with each GDR issued in respect of 3 Shares, pursuant to and subject to an agreement dated 28 June 2011, and made between the Company and JPMorgan Chase Bank, N.A. as depositary (the Depositary) for the Regulation S Facility and the Rule 144A Facility (such agreement, as amended from time to time, being hereinafter referred to as the Deposit Agreement). Pursuant to the provisions of the Deposit Agreement, the Depositary has appointed HSBC Securities Services, Greece as Custodian (as defined below) to receive and hold on its behalf the Share certificates in respect of certain Shares and/or, if applicable, Shares in book entry form (the Deposited Shares) and all rights, securities, property and cash deposited with the Custodian which are attributable to the Deposited Shares (together with the Deposited Shares, the Deposited Property). The Depositary shall hold Deposited Shares for the benefit of the Holders (as defined below) in proportion to the number of Shares in respect of which the GDRs held by them are issued. In these terms and conditions (the Conditions), references to the Depositary are to JPMorgan Chase Bank, N.A. and/or any other Depositary which may from time to time be appointed under the Deposit Agreement, references to the Custodian are to HSBC Securities Services, Greece or any other Custodian from time to time appointed under the Deposit Agreement and references to the Office mean, in relation to the Custodian, its office at 109 111, Messoghion Avenue, 115 26, Athens, Greece (or such other office as from time to time may be designated by the Custodian with the approval of the Depositary). References in these Conditions to the “Holder” of any GDR shall mean the person registered as Holder on the books of the Depositary maintained for such purpose. These Conditions include summaries of, and are subject to, the detailed provisions of the Deposit Agreement, which includes the forms of the certificate in respect of the GDRs. Copies of the Deposit Agreement are available for inspection at the specified office of the Depositary and each Agent (as defined in Condition 17) and at the Office of the Custodian. Holders are deemed to have notice of and be bound by all of the provisions of the Deposit Agreement, and shall become bound by these Conditions and the Deposit Agreement upon becoming a Holder of GDRs. Terms used in these Conditions and not defined herein but which are defined in the Deposit Agreement have the meanings ascribed to them in the Deposit Agreement. Holders of GDRs are not party to the Deposit Agreement which specifically disallows application of the Contracts (Rights of Third Parties) Act 1999 and thus, under English Law, have no contractual rights against, or obligations to, the Company or the Depositary. However, the Deed Poll executed by the Company in favour of the Holders provides that, if the Company fails to perform the obligations imposed on it by certain specified provisions of the Deposit Agreement, any Holder may enforce the relevant provisions of the Deposit Agreement as if it were a party to the Deposit Agreement and was the “Depositary” in respect of that number of Deposited Shares to which the GDRs of which he is the Holder relate. Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares are validly issued and outstanding, fully paid and non-assessable, that all pre- emptive rights, if any, with respect to such Shares have been validly disapplied, waived or exercised and that each such person making such deposit is duly authorised so to do. Such representations and warranties shall survive the deposit of Shares and the issue of GDRs in respect thereof. Terms used in these Conditions and not defined herein but which are defined in the Deposit Agreement have the meanings ascribed to them in the Deposit Agreement. 1. Deposit of Shares and other securities (A) After the initial deposit of Shares by the Company in respect of each GDR, unless otherwise agreed by the Depositary and the Company and permitted by applicable law, only the following may be deposited under the Deposit Agreement in respect of such GDR: (i) Shares issued as a dividend or free distribution on Deposited Shares pursuant to Condition 5; (ii) Shares subscribed or acquired by Holders from the Company through the exercise of rights distributed by the Company to such persons in respect of Deposited Shares pursuant to Condition 7; (iii) securities issued by the Company to the Holders in respect of Deposited Shares as a result of any change in the nominal value, sub-division, consolidation or other

Page 261 Terms and Conditions of the Global Depositary Receipts

reclassification of Deposited Shares or otherwise pursuant to Condition 10. References in these Conditions to “Deposited Shares” or “Shares” shall include any such securities, where the context permits; and (iv) (to the extent not prohibited by applicable law and regulation) any other Shares in issue from time to time. To the extent any stamp duty or other governmental charge is or becomes payable in connection with, or in any way related to, the initial deposit of Shares hereunder by the Company or the handling of said Shares by the Custodian, the Company agrees to remain liable for, and to pay, such stamp duty or other governmental charge. (B) The Depositary will issue GDRs in respect of Shares accepted for deposit under this Condition. Under the Deposit Agreement, the Company must inform the Depositary if any Shares issued by it which may be deposited under this Condition do not, by reason of the date of issue or otherwise, rank pari passu in all respects with the other Deposited Shares. Subject to the provisions of Conditions 5, 7 and 10, if the Depositary accepts such Shares for deposit it will arrange for the issue of temporary GDRs in respect of such Shares which will form a different class of GDRs from the other GDRs until such time as the Shares which they represent become fully fungible with the other Deposited Shares. (C) The Depositary will refuse to accept Shares for deposit whenever it is notified in writing by the Company that the Company has restricted the transfer of such Shares to comply with ownership restrictions under applicable Cyprus law or that such deposit would result in any violation of any applicable Cyprus laws or governmental or stock exchange regulations. The Depositary may also refuse to accept Shares for deposit in certain other circumstances as set out in the Deposit Agreement. (D) Subject to the limitations set forth in the Deposit Agreement, the Depositary may (but is not required to) issue GDRs prior to the delivery to it of Shares in respect of which such GDRs are to be issued. 2. Withdrawal of Deposited Property (A) Subject as set out above and to Condition 2(B) to 2(E) below, at any time, any Holder may request withdrawal of, and the Depositary shall thereupon relinquish, the Deposited Property attributable to any GDR upon production of such evidence that such person is the Holder of, and entitled to, the relative GDR as the Depositary may reasonably require at the specified office of the Depositary or any Agent accompanied by: (i) a duly executed order (in a form approved by the Depositary) requesting the Depositary to cause the Deposited Property being withdrawn to be delivered at the Office of the Custodian, or (at the request, risk and expense of the Holder) at the specified office from time to time of the Depositary or any Agent (located in a place as permitted under applicable law from time to time) to, or to the order in writing of, the person or persons designated in such order and a duly executed and completed certificate substantially in the form set out in Schedule 4,B, to the Deposit Agreement (or an electronic certification through the applicable clearing system in lieu of such executed certification), if Deposited Property is to be withdrawn or delivered in respect of surrendered Rule 144A GDRs; (ii) the payment of such fees, duties, taxes, charges and expenses as may be required under these Conditions or the Deposit Agreement; and (iii) the surrender (if appropriate) of GDR certificates in definitive registered form to which the Deposited Property being withdrawn is attributable. (B) Certificates for withdrawn Deposited Shares will contain such legends, including the legends described under “Transfer Restrictions”, and withdrawals of Deposited Shares may be subject to such transfer restrictions or certifications, as the Company or the Depositary may from time to time determine to be necessary for compliance with applicable laws. (C) Upon production of such documentation and the making of such payment as aforesaid in accordance with paragraph (A) of this Condition, the Depositary will direct the Custodian by

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tested telex, facsimile or SWIFT message, within a reasonable time after receiving such direction from such Holder, to deliver at its Office to, or to the order in writing of, the person or persons designated in the accompanying order: (i) a certificate for, or other appropriate instrument of title to, the relevant Deposited Shares, registered in the name of the Depositary or its nominee and accompanied by such instruments of transfer in blank or to the person or persons specified in the order for withdrawal and such other documents, if any, as are required by law for the transfer thereof; and (ii) all other property forming part of the Deposited Property attributable to such GDR, accompanied, if required by law, by one or more duly executed endorsements or instruments of transfer in respect thereof as aforesaid; provided that the Depositary (at the request, risk and expense of any Holder so surrendering a GDR): (i) will direct the Custodian to deliver the certificates for, or other instruments of title to, the relevant Deposited Shares and any document relative thereto and any other documents referred to in sub-paragraph (c)(i) of this Condition (together with any other property forming part of the Deposited Property which may be held by the Custodian or its Agent and is attributable to such Deposited Shares); and/or (ii) will deliver any other property forming part of the Deposited Property which may be held by the Depositary and is attributable to such GDR (accompanied by such instruments of transfer in blank or to the person or persons specified in such order and such other documents, if any, as are required by law for the transfer thereto), in each case to the specified office from time to time of the Depositary or, if any, any Agent (located in a place as is permitted under applicable law from time to time) as designated by the surrendering Holder in such accompanying order as aforesaid. (D) Delivery by the Depositary, any Agent and the Custodian of all certificates, instruments, dividends or other property forming part of the Deposited Property as specified in this Condition will be made subject to any laws or regulations applicable thereto. (E) The Depositary may suspend the withdrawal of all or any category of Deposited Property during any period when the register of shareholders or other relevant holders of other securities of the Company is closed, generally or in one or more localities, or in order to comply with any applicable Cyprus law or governmental or stock exchange rules or regulations. The Depositary shall restrict the withdrawal of Deposited Shares whenever it is notified in writing by the Company that such withdrawal would result in a breach of ownership restrictions under applicable Cyprus law, rule or regulation or governmental resolution or the Company’s constitutive documents or for any other reason. To the extent that it is in its opinion practicable for it to do so, the Depositary will refuse to accept Shares for deposit, to execute and deliver GDRs or to register transfers of GDRs if it has been notified by the Company in writing that the Deposited Shares or GDRs or any depositary receipts representing Shares are listed on a US Securities Exchange or quoted on a US automated inter dealer quotation system unless accompanied by evidence satisfactory to the Depositary that any such Shares are eligible for resale pursuant to Rule 144A. (F) The Depositary may refuse to deliver Deposited Property generally, or in one or more localities, if such refusal is deemed necessary or desirable by the Depositary, in good faith, at any time or from time to time because of any requirement of law or of any government or governmental authority, body or commission, or under any provision of this Agreement or for any other reason, and will ensure that the Deposited Property comprises at least one Share until such time as all the GDRs are cancelled. For the avoidance of doubt, the Depositary is not under any obligation to ascertain or determine whether or not any such delivery should be refused (including monitoring ownership levels amongst beneficial owners) and the Depositary shall not be liable for any loss, damage or other consequences arising from any such delivery. Also, for the avoidance of doubt, the Depositary shall not be liable for any loss, damage or other consequences arising from its refusal or delivery.

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3. Transfer and ownership GDRs are in registered form, with each GDR issued in respect of 3 Shares. Title to the GDRs passes by registration in the records of the Depositary. The Depositary will refuse to accept for transfer any GDRs if it reasonably believes that such transfer would result in a violation of applicable laws. The Holder of any GDR will (except as otherwise required by law) be treated as its absolute owner for all purposes (whether or not any payment or other distribution in respect of such GDR is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on, or theft or loss of, any certificate issued in respect of it) and no person will be liable for so treating the Holder. So long as Rule 144A GDRs are “restricted securities” within the meaning of Rule 144 under the United States Securities Act of 1933, as amended (the US Securities Act), interests in such Rule 144A GDRs corresponding to the Rule 144A Master GDR may be transferred to a person whose interest in such Rule 144A GDRs is to be represented by the Regulation S Master GDR only upon receipt by the Depositary of written certifications (in the forms provided in the Deposit Agreement) from the transferor and the transferee to the effect that such transfer is being made in accordance with Rule 903 or Rule 904 of Regulation S under the US Securities Act. Issuance of Rule 144A GDRs, including in connection with the transfer of an interest in Regulation S GDRs to a person whose interest is to be represented by the Rule 144A Master GDR, shall be subject to the terms and conditions of the Deposit Agreement, including delivery of the duly executed and completed written certificate and agreement required under the Deposit Agreement by or on behalf of each person who will be the beneficial owner of such Rule 144A GDRs certifying that such person is a QIB and agreeing that it will comply with the restrictions on transfer set forth therein and to payment of the fees, charges and taxes provided therein. 4. Cash distributions Whenever the Depositary shall receive from the Company any cash dividend or other cash distribution on or in respect of the Deposited Shares (including any amounts received in the liquidation of the Company) or otherwise in connection with the Deposited Property in a currency other than United States dollars, the Depositary, its Agent or Custodian shall as soon as practicable convert the same into United States dollars in accordance with Condition 8. The Depositary shall, if practicable in the opinion of the Depositary, give notice to the Holders of its receipt of such payment in accordance with Condition 23, specifying the amount per Deposited Share payable in respect of such dividend or distribution and the date, determined by the Depositary, for such payment and shall as soon as practicable distribute any such amounts to the Holders in proportion to the number of Deposited Shares represented by the GDRs so held by them respectively, subject to and in accordance with the provisions of Conditions 9 and 11; provided that: (a) in the event that the Depositary is aware that any Deposited Shares shall not be entitled, by reason of the date of issue or transfer or otherwise, to such full proportionate amount, the amount so distributed to the relative Holders shall be adjusted accordingly; and (b) the Depositary will distribute only such amounts of cash dividends and other distributions as may be distributed without attributing to any GDR a fraction of the lowest integral unit of currency in which the distribution is made by the Depositary and any balance remaining shall be retained by the Depositary beneficially as an additional fee under Condition 16(A)(iv). 5. Distributions of Shares Whenever the Depositary shall receive from the Company any distribution in respect of Deposited Shares which consists of a dividend in, or free distribution or bonus issue of, Shares, the Depositary shall cause to be distributed to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, additional GDRs representing an aggregate number of Shares received pursuant to such dividend or distribution by an increase in the number of GDRs evidenced by the Master GDR or an issue of certificates in definitive registered form in respect of GDRs, according to the manner in which the Holders hold their GDRs or, to the extent that and for so long as the circumstances described in Condition 1(b) may apply to such Deposited Shares, an issue of temporary global GDRs (in master or definitive form, as appropriate); provided that, if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, owing to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall sell such Shares so

Page 264 Terms and Conditions of the Global Depositary Receipts received (either by public or private sale and otherwise at its discretion, subject to Cyprus laws, rules and regulations) and distribute the resulting net proceeds of such sale as a cash distribution pursuant to Condition 4 to the Holders entitled thereto. 6. Distributions other than in cash or Shares Whenever the Depositary shall receive from the Company any dividend or distribution in securities (other than Shares) or in other property (other than cash) on or in respect of the Deposited Property, the Depositary shall distribute or cause to be distributed such securities or other property to the Holders entitled thereto, in proportion to the number of Deposited Shares represented by the GDRs held by them respectively, in any manner that the Depositary may deem equitable and practicable for effecting such distribution; provided that, if and in so far as the Depositary deems any such distribution to all or any Holders not to be reasonably practicable (including, without limitation, due to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or to be unlawful, the Depositary shall deal with the securities or property so received, or any part thereof in such manner as the Depositary may determine to be equitable and practicable, including, without limitation, by way of sale of the securities or property so received, or any part thereof (either by public or private sale and otherwise at its discretion, subject to applicable laws and regulations), and distribute the net proceeds of such sale as a cash distribution pursuant to Condition 4 to the Holders entitled thereto. 7. Rights issues If and whenever the Company announces its intention to make any offer or invitation to the holders of Shares to subscribe for or to acquire Shares, securities or other assets by way of rights, the Company shall give timely notice thereof to the Depositary and, thereafter, the Depositary shall as soon as practicable give notice to the Holders in accordance with Condition 23 of such offer or invitation specifying, if applicable, the earliest date established for acceptance thereof, the last date established for acceptance thereof and the manner by which and time during which Holders may request the Depositary to exercise such rights as provided below or, if such be the case, give details of how the Depositary proposes to distribute the rights or the proceeds of any sale thereof. The Depositary will deal with such rights in the manner described below: (i) if, at its discretion and subject to any additional agreements the Depositary may require, the Depositary shall be satisfied that it is lawful and reasonably practicable and, to the extent that it is so satisfied, the Depositary shall make arrangements whereby the Holders may, upon payment of the subscription price in United States dollars or other relevant currency determined by the Depositary in each case along with any premium determined by the Depositary to take into account currency fluctuations together with such fees, taxes, duties, charges, costs and expenses as may be required under the Deposit Agreement and completion of such undertakings, declarations, certifications and other documents as the Depositary may reasonably require, request the Depositary to exercise such rights on their behalf with respect to the Deposited Shares and in the case of Shares so subscribed or acquired to distribute them to the Holders entitled thereto by an increase in the numbers of GDRs evidenced by the Master GDR or an issue of certificates in definitive form in respect of GDRs, according to the manner in which the Holders hold their GDRs; or (ii) if, at its discretion and subject to any additional agreements the Depositary may require, the Depositary shall be satisfied that it is lawful and reasonably practicable and to the extent that it is so satisfied, the Depositary shall distribute such securities or other assets by way of rights or the rights themselves to the Holders entitled thereto in proportion to the number of Deposited Shares represented by the GDRs held by them respectively in such manner as the Depositary may at its discretion determine; or (iii) if and in so far as the Depositary is not satisfied that any such arrangement and distribution to all or any Holders is lawful and reasonably practicable (including, without limitation, owing to the fractions which would otherwise result or to any requirement that the Company, the Custodian or the Depositary withhold an amount on account of taxes or other governmental charges) or is so satisfied that it is unlawful, the Depositary will, provided that Holders, have not taken up rights through the Depositary as provided in (i) above endeavour to sell such rights (either by public or private sale and otherwise at its discretion subject to Cyprus laws, rules and regulations) and distribute the net proceeds of such sale as a cash distribution

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pursuant to Condition 4 to the Holders entitled thereto except to the extent prohibited by applicable law. If at the time of the offering of any rights, at its discretion, the Depositary shall be satisfied that it is not lawful or practicable (for reasons outside its control) to dispose of the rights in any manner provided in (i), (ii) or (iii) above the Depositary shall permit the rights to lapse. In the absence of its own wilful default or gross negligence the Depositary will not be responsible for any failure to determine that it may be lawful or practicable to make rights available to Holders or owners of GDRs in general or to any Holder or owner of GDRs in particular. The Company has agreed in the Deposit Agreement that it will, unless prohibited by applicable law, rule or regulation, give its consent to, and, if requested, use its reasonable endeavours (subject to the next paragraph) to facilitate any such distribution, sale or subscription by the Depositary or the Holders, as the case may be, pursuant to Conditions 4, 5, 6, 7 or 10 (including the obtaining of legal opinions from counsel reasonably satisfactory to the Depositary concerning such matters as the Depositary may reasonably specify). If the Company notifies the Depositary that registration is required in any jurisdiction under any applicable law of the rights, securities or other property to be distributed under Conditions 4, 5, 6, 7 or 10 or the securities to which such rights relate, in order for the Depositary to offer such rights or distribute such securities or other property to the Holders and to sell the securities represented by such rights, the Depositary will not offer such rights or distribute such securities or other property to Holders unless and until the Company procures at the Company’s expense, the receipt by the Depositary of an opinion from counsel satisfactory to the Depositary that the necessary registration has been effected or that the offer and sale of such rights, securities or property to Holders are exempt from registration. Neither the Company nor the Depositary shall be liable to register such rights, securities or other property or the securities to which such rights relate and neither the Company nor the Depositary shall be liable for any losses, damages or expenses resulting from any failure to do so. 8. Conversion of foreign currency Whenever the Depositary shall receive any currency other than United States dollars by way of dividend or other distribution or as the net proceeds from the sale of securities, other property or rights, and if at the time of the receipt thereof the currency so received can in the judgement of the Depositary be converted on a reasonable basis into United States dollars and distributed to the Holders entitled thereto, the Depositary shall as soon as practicable itself convert or cause to be converted, by sale or in any other manner that it may determine, the currency so received into United States dollars. If such conversion or distribution can be effected only with the approval or licence of any government or agency thereof, the Depositary, with the assistance of the Company, may make reasonable efforts to apply, or procure that an application be made, for such approval or licence, if any, as it may consider desirable. If at any time the Depositary shall determine that in its judgement any currency other than United States dollars is not convertible on a reasonable basis into United States dollars and distributable to the Holders entitled thereto, or if any approval or licence of any government or agency thereof which is required for such conversion is denied or, in the opinion of the Depositary, is not obtainable, or if any such approval or licence is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute such other currency received by it (or an appropriate document evidencing the right to receive such other currency) to the Holders entitled thereto to the extent permitted under applicable law, or the Depositary may in its discretion hold such other currency (without liability to any person for interest thereon) for the benefit of the Holders entitled thereto. If any conversion of any such currency can be effected in whole or in for distribution to some (but not all) Holders entitled thereto, the Depositary may in its absolute discretion make such conversion and distribution in United States dollars to the extent possible to the Holders entitled thereto and may distribute the balance of such other currency received by the Depositary to, or hold such balance on non-interest bearing accounts for the account of, the Holders entitled thereto and notify the Holders accordingly. 9. Distribution of any payments (A) Any distribution under Conditions 4, 5, 6, 7 or 10 will be made by the Depositary to those Holders who are Holders of record on the record date established by the Depositary for that purpose (which shall be the same date as the corresponding record date set by the Company or as near as practical) and, if practicable in the opinion of the Depositary, notice shall be given

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promptly to Holders in accordance with Condition 23, in each case subject to any laws or regulations applicable thereto and (subject to the provisions of Condition 8) distributions will be made in United States dollars by cheque drawn upon a bank in New York City or, in the case of the Master GDR, according to usual practice between the Depositary and Clearstream Banking, societe anonyme (Clearstream, Luxembourg), Euroclear Bank S.A./N.V., as operator of the Euroclear System (Euroclear) or DTC, as the case may be. The Depositary or the Agent, as the case may be, may deduct and retain from all moneys due in respect of such GDR in accordance with the Deposit Agreement all fees, taxes, duties, charges, costs and expenses which may become or have become payable under the Deposit Agreement or under applicable law in respect of such GDR or the relevant Deposited Property. (B) Delivery of any securities or other property or rights other than cash shall be made to the entitled Holder, subject to any laws or regulations applicable thereto. 10. Capital reorganisation Upon any change in the nominal value, sub-division, consolidation or other reclassification of Deposited Shares or any other part of the Deposited Property or upon any reduction of capital or upon any takeover, reorganisation, amalgamation, merger or consolidation of the Company or to which it is a party (except where the Company is the continuing corporation), the Depositary shall as soon as practicable give notice of such event to the Holders in accordance with Condition 23 and, at its discretion, may treat such event as a distribution and comply with the relevant provisions of Conditions 4, 5, 6 and 9 with respect thereto or may execute and deliver additional GDRs in respect of Shares or may call for the surrender of outstanding GDRs to be exchanged for new GDRs which reflect the effect of such change or to be stamped in the appropriate manner so as to indicate the new number of Shares and/or the new securities evidenced by such outstanding GDRs or may adopt more than one of these courses of action. 11. Taxation and applicable laws (A) Payments to Holders of dividends or other distributions made to Holders on or in respect of the Deposited Shares will be subject to deduction of Cyprus and other withholding taxes, if any, at the applicable rates. (B) If any governmental or administrative authorisation, consent, registration or permit or any report to any governmental or administrative authority is required under any applicable law in Cyprus in order for the Depositary to receive from the Company Shares or other rights, securities, property and cash to be deposited under the Conditions or in order for Shares, other securities or other property to be distributed or otherwise dealt with under Conditions 4, 5, 6 or 10 or to be subscribed under Condition 7 or to offer any rights or sell any securities represented by such rights relevant to any Deposited Shares, the Company, to the extent permitted by applicable law, shall apply for such authorisation, consent, registration or permit or file such report on behalf of the Holders within the time required under such law. In this connection, the Company has undertaken in the Deposit Agreement, to the extent reasonably practicable and that it does not involve unreasonable expense on behalf of the Company, to take such action as may be required in obtaining or filing the same. The Depositary shall not distribute GDRs, Shares, other securities or other property or cash to be deposited under the Conditions or make any offer of any such rights or sell any securities represented by any such rights with respect to which it has been informed in writing that such authorisation, consent or permit or such report has not been obtained or filed, as the case may be, and shall have no duty to obtain (but shall, where assistance is reasonably requested by the Company and such assistance does not require the Depositary to take any action in conflict with market practice or in a capacity other than its capacity as Depositary, at the expense of the Company, make reasonable endeavours to provide the Company with relevant information necessary in order to enable the Company to obtain) any such authorisation, consent or permit or to file any such report except in circumstances where the same may only be obtained or filed by the Depositary without, in the opinion of the Depositary, unreasonable burden or expense. 12. Voting rights (A) As soon as reasonably practicable after receipt from the Company of notice of any meeting at which the holders of Shares or other Deposited Properties are entitled to vote, or of solicitation

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of consents or proxies from holders of Shares or other Deposited Property, the Depositary shall fix the record date (which shall be the same date as the corresponding record date set by the Company or as near as reasonably practical thereto) in respect of such meeting or solicitation of consent or proxy. The Depositary shall, if requested by the Company in writing in a timely manner (the Depositary having no obligation to take any further action if the request shall not have been timely received by the Depositary prior to the date of such vote or meeting) and at the Company’s expense and provided no U.S. legal prohibitions, English legal prohibitions (including, without limitation, the listing rules and prospectus rules of the UK Financial Services Authority and the admission and disclosure standards of the London Stock Exchange) or Cyprus legal prohibitions exist, distribute to the Holders as of the record date: (a) such notice of meeting or solicitation of consent or proxy, (b) a statement that the Holders at the close of business in New York on the specified record date will be entitled, subject to any applicable law, the provisions of this Agreement, the constitutive documents and the provisions of or governing the Deposited Property (which provisions, if any, shall be summarized in pertinent by the Company), to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Shares or other Deposited Property represented by such Holder’s GDRs, and (c) a brief statement as to the manner in which such voting instructions may be given. The Depositary and the Company each agree to use their reasonable commercial efforts to ensure that a GDR voting instruction card for each meeting is prepared by the Depositary, acting with due care and in good faith, promptly approved by the Company and distributed to the Common Depositary within two New York business days after provision of the notice of meeting or solicitation of consent or proxy to the Depositary by the Company. Voting instructions may be given only in respect of a number of GDRs representing an integral number of Shares or other Deposited Property. Upon the timely receipt from a Holder of GDRs as of the record date of voting instructions in the manner specified by the Depositary, the Depositary shall endeavour, insofar as reasonably practicable and permitted under applicable law, the provisions of this Agreement, the constitutive documents and the provisions of the Deposited Property, to vote or cause the Custodian to vote the Shares and/or other Deposited Property (in person or by proxy) represented by such Holder’s GDRs in accordance with such instructions. The Company agrees that the Depositary may provide voting instructions to the Company via facsimile, email or other electronic method at any time prior to the time of a meeting and the Depositary need not appoint any person or entity to present such votes at any such meeting. The Company shall accept any voting instructions received via facsimile, email or other electronic method. Notwithstanding anything contained in the Deposit Agreement or any GDR, the Depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the GDRs are listed, in lieu of distribution of the materials provided to the Depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of Deposited Property, distribute to the Holders a notice that provides Holders with, or otherwise publicizes to Holders, instructions on how to retrieve such materials or receive such materials upon request (i.e., by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials). Voting instructions will not be deemed received until such time as the Receipt department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received at the location referenced by JPMorgan Chase Bank, N.A. on the GDR voting instruction form prior to such time. (B) To the extent the Depositary has been provided with prior email notice of the meeting at which the Holders are entitled to vote, or of solicitation of consents or proxies from holders of Shares or other Deposited Property, at least 24 calendar days (including the day of receipt of the notice and the day of the general meeting or the final day of solicitation or consent, as applicable) in advance, then to the extent voting instructions are not so timely received by the Depositary from any Holder or such Holder’s voting instructions are incomplete, illegible or unclear, such Holder shall be deemed, and the Depositary is instructed to deem such Holder, to have instructed the Depositary to give a proxy to a person designated by the Company to vote the Deposited Property and shall use reasonable endeavors to give such proxy, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (a) if (i) the Company informs the Depositary in writing that it does not wish such proxy to be given, (ii) substantial opposition exists with respect to any agenda item for which the proxy would be

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given or (iii) any agenda item in question, if approved, would materially and adversely affect the rights of holders of Shares and (b) unless, with respect to such meeting, if so requested by the Depositary, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in Cyprus, (b) the granting of such proxy will not result in a violation of Cyprus law, rule, regulation or permit, (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cyprus law, and (d) the granting of such discretionary proxy will not under any circumstances result in the Shares represented by the GDRs being treated as assets of the Depositary under Cyprus law. The Depositary may, but is not obligated to, require a certification by the Company as to the nonexistence of the circumstances described in (a)(ii) and (a)(iii) above and shall incur no liability in connection with any matter related to such deemed instruction or the failure to provide such deemed instruction. For the avoidance of doubt, if the Depositary has in accordance with this section given a discretionary proxy to a person designated by the Company to vote the Deposited Property, that person shall be free to exercise the votes attaching to those Deposited Property in any manner he wishes, which may not be in the best interest of the Holders. (C) Notwithstanding anything else contained in this Agreement, the Depositary shall not have any obligation to take any action with respect to any meeting, or solicitation of consents or proxies, of holders of Deposited Property if the taking of such action would violate U.S. legal prohibitions, English legal prohibitions (including, without limitation, the listing rules and prospectus rules of the UK Financial Services Authority and the admission and disclosure standards of the London Stock Exchange) or Cyprus legal prohibitions. The Company agrees that it shall not establish internal procedures that would prevent the Depositary from complying with, or that are inconsistent with, the terms and conditions of Clause 7 of the Deposit Agreement. If the Depositary is advised that it is not permissible under Cyprus law to vote or cause to be voted such Deposited Property for a reason that would not be covered by the opinion contemplated in Condition 12 (B) above, the Company and the Depositary shall negotiate in good faith to amend the terms hereof so as to enable the Depositary to provide voting instructions in the manner set forth in Clause 7 of the Deposit Agreement and the Depositary shall not vote or cause to be voted such Deposited Property until such amendment has been agreed upon and noticed to Holders in accordance with the Deposit Agreement. (D) The Company agrees to take all steps necessary to ensure that a poll is demanded with respect to each matter brought for a vote at any meeting at which the holders of Shares or other Deposited Properties are entitled to vote. 13. Documents to be furnished, recovery of taxes, duties and other charges The Depositary shall not be liable for any taxes, duties, charges, costs or expenses which may become payable in respect of the Deposited Shares or other Deposited Property or the GDRs, whether under any present or future fiscal or other laws or regulations, and such part thereof as is proportionate or referable to a GDR shall be payable by the Holder thereof to the Depositary at any time on request or may be deducted from any amount due or becoming due on such GDR in respect of any dividend or other distribution. In default thereof, the Depositary may, for the account of the Holder, discharge the same out of the proceeds of sale and subject to Cyprus laws, rules and regulations, of an appropriate number of Deposited Shares (being an integral multiple of the number of Shares in respect of which a single GDR is issued) or other Deposited Property and subsequently pay any surplus to the Holder. Any such request shall be made by giving notice pursuant to Condition 23. 14. Liability (A) In acting hereunder the Depositary shall have only those duties, obligations and responsibilities expressly specified in the Deposit Agreement and these Conditions and, other than holding the Deposited Property for the benefit of Holders as bare trustee, does not assume any relationship of trust for or with the Holders or the owners of GDRs except that any funds received by the Depositary for the payment of any amount due, in accordance with these Conditions, on the GDRs shall be held by it in trust for the relevant Holder until duly paid thereto. Any such party may rely on, and shall be protected in acting upon, any written notice, request, direction or other document believed by it to be genuine and to have been duly signed

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or presented (including a translation which is made by a translator believed by it to be competent or which appears to be authentic). (B) None of the Depositary, the Custodian, the Company, any Agent, nor any of their agents, officers, directors or employees shall incur any liability to any other of them or to any Holder or owner of a GDR, beneficial owner of a GDR or any person with an interest in a GDR if, by reason of any provision of any present or future law, rule or regulation of Cyprus, the United Kingdom or any other country or of any governmental or regulatory authority or any securities exchange or market or automated quotation system, or by reason of the interpretation or application of any such present or future law, rule or regulation or any change therein or by reason of any other circumstances beyond their control or, in the case of the Depositary, the Custodian, any of their agents, officers, directors or employees or any Agent, by reason of any provision, present or future, of the constitutive documents of the Company, or any act of God, war, terrorism or other circumstance beyond any of their controls any of them shall be prevented, delayed or forbidden from doing or performing any act or thing which the terms of the Deposit Agreement or these Conditions provide shall or may be done or performed; nor (save in the case of its own wilful default or gross negligence) shall any of them incur any liability to any Holder, owner of a GDR or person with an interest in any GDR by reason of any non-performance or delay, caused as aforesaid, in performance of any act or thing which the terms of the Deposit Agreement or these Conditions provide shall or may be done or performed, or by reason of any exercise of, or failure to exercise, caused as aforesaid, any voting rights attached to the Deposited Shares or any of them or any other discretion or power provided for in the Deposit Agreement. (C) None of the Depositary, the Custodian nor any Agent shall be liable (except by reason of its own wilful default or gross negligence or that of its agents, officers, directors or employees) to the Company or any Holder or owner of a GDR, by reason of having accepted as valid or not having rejected any certificate for Shares or GDRs purporting to be such and subsequently found to be forged or not authentic. The Depositary and its agents will not be responsible to a Holder for any failure to carry out any instructions to vote any of the Deposited Property, for the manner in which any such vote is cast or for the effect of any such vote. (D) The Depositary and each of its Agents (and any holding, subsidiary or associated company of the Depositary) may engage or be interested in any financial or other business transactions with the Company or any of its subsidiaries or affiliates or in relation to the Deposited Property (including, without prejudice to the generality of the foregoing, the conversion of any part of the Deposited Property from one currency to another), may at any time hold or be interested in GDRs for its own account, and shall be entitled to charge and be paid all usual fees, commission and other charges for business transacted and acts done by it as a bank or in any other capacity, and not in the capacity of Depositary, in relation to matters arising under the Deposit Agreement (including, without prejudice to the generality of the foregoing, charges on the conversion of any part of the Deposited Property from one currency to another and any sales of property) without accounting to Holders or beneficial owners of GDRs or a person with an interest in a GDR, or any other person for any profit arising therefrom. (E) The Depositary shall endeavour to effect any such sale as is referred to or contemplated in Conditions 5, 6, 7, 10, 13 or 21 or any such conversion as is referred to in Condition 8 in accordance with the Depositary’s normal practices and procedures, but shall have no liability (in the absence of its own wilful default or gross negligence or that of its agents, officers, directors or employees) with respect to the terms of such sale or conversion or if such sale or conversion shall not be possible. In the absence of its own wilful default or gross negligence the Depositary will not be responsible for any failure to determine that it may be lawful or practicable to make rights available to Holders in general or to any Holder in particular pursuant to Condition 7. (F) The Depositary shall not be required or obliged to monitor, supervise or enforce the observance and performance by the Company of its obligations under or in connection with the Deposit Agreement or these Conditions nor shall the Depositary be obligated to inform any person or entity (including, without limitation, Holders and Beneficial Owners about the requirements of any laws, rules or regulations or any changes therein or thereto.

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(G) The Depositary shall, subject to all applicable laws, have no responsibility whatsoever to the Company, any Holder or owner of GDRs as regards any deficiency which might arise because the Depositary is subject to any tax in respect of the Deposited Property or any part thereof or any income therefrom or any proceeds thereof. (H) In connection with any proposed modification, waiver, authorisation or determination permitted by the terms of the Deposit Agreement, the Depositary shall not, except as otherwise expressly provided in Condition 22, be obliged to have regard to the consequence thereof for the Holders or beneficial owners of GDRs or a person with an interest in a GDR or any other person. (I) Notwithstanding anything else contained in the Deposit Agreement or these Conditions, the Depositary may refrain from doing anything which could or might, in its opinion, be contrary to any law of any jurisdiction or any directive or regulation of any agency or state or which would or might otherwise render it liable to any person and the Depositary may do anything which is, in its reasonable opinion, necessary to comply with any such law, directive or regulation. (J) The Depositary may, in relation to the Deposit Agreement and these Conditions, act or take no action on the advice or opinion of, or any certificate or information obtained from, any lawyer, solicitor, counsel, valuer, accountant, banker, broker, securities company or other expert whether obtained by the Company, the Depositary or otherwise and shall not be responsible or liable for any loss or liability occasioned by so acting or refraining from acting or relying on information from persons presenting Shares for deposit or GDRs for surrender or requesting transfer thereof. (K) The Depositary may call for and shall be at liberty to accept as sufficient evidence of any fact or matter or the expediency of any transaction or thing, a certificate, letter or other communication, whether oral or written, signed or otherwise communicated on behalf of the Company by the Board of Directors of the Company or by a person duly authorised by the Board of Directors of the Company or such other certificate from persons specified in Condition 14(J) which the Depositary considers appropriate and the Depositary shall not be bound in any such case to call for further evidence of or be responsible for any loss or liability that may be occasioned by the Depositary acting on such certificate. The Depositary shall not be responsible for the contents of any materials forwarded to Holders on the Company’s behalf or for the investment risks associated with investing in Shares, for the validity of the worth of the Shares or for the creditworthiness of any third party. (L) Notwithstanding anything to the contrary contained in the Deposit Agreement or these Conditions, the Depositary shall not be liable in respect of any loss or damage which arises out of or in connection with the performance or non-performance of or the exercise or attempted exercise of, or the failure to exercise any of, its powers or discretions under the Deposit Agreement, except to the extent that such loss or damage arises from its own wilful default or gross negligence or that of its agents, officers, directors or employees. (M) No provision of the Deposit Agreement or the Conditions shall require the Depositary to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and security against such risk of liability is not assured. (N) The Depositary may, in the performance of its obligations hereunder instead of acting personally, employ and pay an agent, whether a lawyer or other person, to transact or concur in transacting any business and do or concur in doing all acts required to be done by such party, including the receipt and payment of money. The Depositary will not be liable to anyone for any misconduct or omission by any such agent so employed by it or be bound to supervise the proceedings or acts of any such agent. (O) The Depositary shall not under any circumstances have any liability arising from the Deposit Agreement or the Conditions or from any obligations which relate to the Deposit Agreement or the Conditions, whether as a matter of contract, tort, negligence or otherwise, for any indirect, special, punitive or consequential loss or damage, loss of profit, reputation or

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goodwill, or trading loss incurred by any person, whether or not foreseeable and regardless of the type of action in which such a claim may be brought. For the purposes hereof: (i) “consequential loss or damage” means loss or damage of a kind or extent which was not reasonably foreseeable at the time this Agreement was entered into as a serious possibility in the event of the breach of obligation in question; and (ii) “special loss or damage” means loss or damage of a kind or extent which arises from circumstances special to the person suffering the loss and not from the ordinary course of things, whether or not those circumstances were known to the Depositary either at the time this Agreement was entered into or later. (P) The Depositary shall not be liable to any person if incorrect, false or misleading information derives from an inspection of the Register. (Q) Where Deposited Property is held in a jurisdiction outside the United Kingdom, there may be settlement, legal and regulatory requirements in such jurisdiction which are different from those applying in the United Kingdom, and there may be different practices for the separate identification of assets held by a custodian for its clients. (R) The Depositary may delegate by power of attorney or otherwise to any person or persons or fluctuating body of persons whether being a joint Depositary of this Agreement or not and not being a person to whom the Company may reasonably object, all or any of the powers, authorities and discretions vested in the Depositary by this Agreement and such delegation may be made upon such terms and subject to such conditions, including power to sub-delegate and subject to such regulations as the Depositary may in the interest of the Holders think fit provided that no objection from the Company to any such delegation as aforesaid may be made to a person whose financial statements are consolidated with those of the Depositary’s ultimate holding company. Any delegation by the Depositary shall be on the basis that the Depositary is acting on behalf of the Holders and the Company in making such delegation. The Company shall not in any circumstances and the Depositary shall not (provided that it shall have exercised reasonable care in the selection of such delegate) be bound to supervise the proceedings or be in any way responsible for any loss, liability, cost, claim, action, demand or expense incurred by reason of any misconduct or default on the part of any such delegate or sub-delegate. However, the Depositary shall, if practicable, and if so requested by the Company, pursue (at the Company’s expense and subject to receipt by the Depositary of such indemnity and security for costs as the Depositary may reasonably require) any legal action it may have against such delegate or sub-delegate, arising out of any such loss caused by reason of any such misconduct or default. The Depositary shall, within a reasonable time of any such delegation or any renewal, extension or termination thereof, give notice thereof to the Company. Any delegation under this Clause, which includes the power to sub-delegate, shall provide that the delegate or sub-delegate, as the case may be, shall be required to provide the services delegated or sub-delegated in substantially the same manner as such services are required to be provided under this Deposit Agreement and the delegate or the sub-delegate, as the case may be, shall, within a specified time of any sub-delegation or amendment, extension or termination thereof, give notice to the Company and the Depositary. (S) The Depositary shall be at liberty to hold or to deposit this Agreement and any deed or document relating thereto in any part of the world with any banking company or companies (including itself) whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers of good repute and the Depositary shall not (in the case of deposit with itself, in the absence of gross negligence, bad faith or wilful default) be responsible for any losses, liabilities or expenses incurred in connection with any such deposit. (T) The Depositary shall not be liable for the acts or omissions made by any securities depository, clearing agency or settlement system in connection with or arising out of book-entry settlement of Deposited Property or otherwise. Furthermore, the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in this Deposit Agreement (including the GDRs), the Depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the Custodian except to the

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extent that the Custodian has (i) committed fraud or willful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. (U) The Depositary reserves the right to utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities hereunder. Such division, branch and/or affiliate may charge the Depositary a fee in connection with such sales, which fee is considered an expense of the Depositary contemplated in Condition 16 or elsewhere under the Deposit Agreement. (V) The Depositary shall have not any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale. Further, the Depositary and its agents disclaim to the maximum extent permitted by law any and all liability for the price received in connection with any sale of securities or the timing thereof. 15. Issue and delivery of replacement GDRs and exchange of GDRs Subject to the payment of the relevant fees, taxes, duties, charges, costs and expenses and such terms as to evidence and indemnity as the Depositary may require, replacement GDRs will be issued by the Depositary and will be delivered in exchange for or in replacement of outstanding lost, stolen, mutilated, defaced or destroyed GDRs upon surrender thereof (except in the case of destruction, loss or theft) at the specified office of the Depositary or (at the request, risk and expense of the holder) at the specified office of any Agent. 16. Depositary’s fees, costs and expenses (A) The Depositary shall be entitled to charge the following remuneration and receive the following remuneration and reimbursement (such remuneration and reimbursement being payable on demand) from the Holders in respect of its services under the Deposit Agreement: (i) for the issue of GDRs, including on the transfer of GDRs between the Regulation S Master GDR and the Rule 144A Master GDR (or for the cancellation of GDRs upon the withdrawal of Deposited Property including on the transfer of GDRs between the Regulation S Master GDR and the Rule 144A Master GDR) USD0.05 or less per GDR issued or cancelled; (ii) for issuing GDR certificates in definitive registered form in replacement for mutilated, defaced, lost, stolen or destroyed GDR certificates: a sum per GDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work, costs and expenses involved; (iii) for issuing GDR certificates in definitive registered form (other than pursuant to (ii) above): a sum per GDR certificate which is determined by the Depositary to be a reasonable charge to reflect the work, costs (including, but not limited to, printing costs) and expenses involved; (iv) for services performed by the Depositary in administering the GDRs and for receiving and paying any cash dividends on or in respect of Deposited Shares, a combined fee of U.S.$0.03 or less per GDR per annum for such services (which fee may be charged on a periodic basis during each year or in full at one time, and shall be assessed against Holders of GDRs as of the record date or record dates set by the Depositary during each year and shall be payable at the sole discretion of the Depositary by billing such Holders or by deducting such charge from one or more cash dividends or other cash distributions); (v) in respect of any issue of rights or distribution of Shares (whether or not evidenced by GDRs) or other securities or other property (other than cash) upon exercise of any rights, any free distribution, stock dividend or other distribution (except where converted to cash): USD0.05 or less per outstanding GDR for each such issue of rights, dividend or distribution;

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(vi) for receiving and paying any cash distribution (other than cash dividends) on or in respect of the Deposited Shares: a fee of USD0.05 or less per GDR for each such distribution; and (vii) for the issue of GDRs pursuant to a change for any reason in the number of Shares represented by each GDR, regardless of whether or not there has been a deposit of Shares to the Custodian or the Depositary for such issuance: a fee of USD0.05 or less per GDR (or portion thereof); (viii) together with all expenses, transfer and registration fees, taxes, duties and charges payable by the Depositary, any Agent or the Custodian in connection with any of the above including, but not limited to charges imposed by a central depositary and such customary expenses as are incurred by the Depositary in the conversion of currencies other than U.S. dollars into U.S. dollars and fees imposed by any relevant regulatory authority. In connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. may deduct out of such foreign currency the fees and expenses charged by it or its agent so appointed in connection with such conversion prior to providing such funds to the Depositary for distribution to Holders entitled thereto. (B) The Depositary is entitled to receive from the Company such fees, taxes, duties, charges, costs, expenses and other payments as specified in a separate agreement between the Company and the Depositary concerning such fees, taxes, duties, charges, costs, expenses and other payments. (C) The Depositary anticipates reimbursing the Company for certain expenses incurred by the Company that are related to the establishment and maintenance of the GDR program upon such terms and conditions as the Company and the Depositary may agree from time to time. The Depositary may make available to the Company a set amount or a portion of the Depositary fees charged in respect of the GDR program or otherwise. (D) The right of the Depositary to receive payment of fees, charges and expenses as provided above shall survive the termination of the Deposit Agreement. As to any Depositary, upon the resignation or removal of such Depositary, such right shall extend for those fees, charges and expenses incurred prior to the effectiveness of such resignation or removal. 17. Agents The Depositary shall be entitled to appoint one or more agents (the Agents) for the purpose, inter alia, of making distributions to the Holders as well as for any other reason under the Deposit Agreement or these Conditions. 18. Listing The Company has undertaken in the Deposit Agreement to use its reasonable endeavours to obtain and thereafter maintain, so long as any GDR is outstanding, a listing for the GDRs on the Official List of the UK Listing Authority and admission to trading on the market for listed securities of the London Stock Exchange. For that purpose the Company will pay all fees and sign and deliver all undertakings required by the UK Listing Authority and the London Stock Exchange in connection therewith. In the event that a listing on the Official List of the UK Listing Authority and admission to trading on the market for listed securities of the London Stock Exchange are not maintained, the Company has undertaken in the Deposit Agreement to use reasonable endeavours to obtain and maintain a listing of the GDRs on another internationally recognised investment exchange in Europe designated as a “recognised investment exchange” for the purposes of the United Kingdom Financial Services and Markets Act 2000. 19. The Custodian The Depositary has agreed with the Custodian that the Custodian will receive and hold (or appoint agents approved by the Depositary to receive and hold) all Deposited Property for the account and to the order of the Depositary in accordance with the applicable terms of the Deposit Agreement, which include a requirement to segregate the Deposited Property from the other property of, or held by, the Custodian. The Custodian shall be responsible solely to the Depositary; provided that, if at any time the Depositary and the Custodian are the same legal entity, references to them separately in these

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Conditions and the Deposit Agreement are for convenience only and that legal entity shall be responsible for discharging both functions directly to the Holders and the Company. Upon the removal of, or upon receiving notice of the resignation of the Custodian, the Depositary shall promptly appoint a successor custodian, which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement. Whenever the Depositary in its discretion determines that it is in the best interest of the Holders to do so, it may, after prior consultation with the Company if practicable, terminate the appointment of the Custodian and, in the event of the termination of the appointment of the Custodian, the Depositary shall promptly appoint a successor Custodian (after consultation with the Company), which shall, upon acceptance of such appointment, become the Custodian under the Deposit Agreement on the effective date of such termination. The Depositary shall notify Holders of such change as soon as is practically possible following such change taking effect in accordance with Condition 23. Notwithstanding the foregoing, the Depositary may temporarily deposit the Deposited Property in a manner or a place other than as herein specified; provided that, in the case of such temporary deposit in another place, the Company shall have consented to such deposit and such consent of the Company shall have been delivered to the Custodian. In case of transportation of the Deposited Property under this Condition, the Depositary shall obtain appropriate insurance at the expense of the Company if, and to the extent that, the obtaining of such insurance is reasonably practicable and the premiums payable are, in the opinion of the Depositary, of a reasonable amount. 20. Resignation and termination of appointment of the Depositary (A) Unless otherwise agreed to in writing between the Company and Depositary from time to time, the Company may terminate the appointment of the Depositary under the Deposit Agreement by giving at least 60 days’ notice in writing to the Depositary and the Custodian, and the Depositary may resign as Depositary by giving 60 days’ notice in writing to the Company and the Custodian. Within 30 days after the giving of such notice, notice thereof shall be duly given by the Depositary to the Holders. The Depositary may resign as Depositary and appoint one of its affiliates as its successor Depositary hereunder by giving written notice to the Company and notice to the Holders in accordance with Condition 23. The termination of the appointment or the resignation of the Depositary shall take effect on the date specified in the relevant notice provided that no such termination of appointment or resignation shall take effect until the appointment by the Company of a successor depositary (other than in the case of any appointment by the Depositary of one of its affiliates as its successor, which shall take effect at such time set by the Depositary), the grant of such approvals as may be necessary to comply with applicable laws and with the constitutive documents for the transfer of the Deposited Property to such successor depositary, the acceptance of such appointment to act in accordance with the terms thereof by the successor depositary and the payment to the Depositary of all fees, taxes, duties, charges, costs, expenses and other payments as agreed by the Depositary and the Company in any agreement concerning such fees, taxes, duties, charges, costs, expenses and other payments. The Company has undertaken in the Deposit Agreement to use its best endeavours to procure the appointment of a successor depositary with effect from the date of termination specified in such notice as soon as reasonably possible following notice of such termination or resignation. Upon any such appointment and acceptance, notice thereof shall be duly given by the successor depositary to the Holders in accordance with Condition 23. (B) Upon the termination of appointment or resignation of the Depositary, the Depositary shall, against payment of all fees, expenses and charges owing to it by the Company under the Deposit Agreement, deliver to its successor depositary sufficient information and records to enable such successor efficiently to perform its obligations under the Deposit Agreement and shall deliver and pay to such successor depositary all Deposited Property held by it under the Deposit Agreement. Upon the date when such termination of appointment or resignation takes effect, the Deposit Agreement provides that the Custodian shall be deemed to be the Custodian thereunder for such successor depositary and shall hold the Deposited Property for such successor depositary and the Depositary shall thereafter have no obligation thereunder. (C) The Company has agreed not to appoint any other depositary for the issue of depositary receipts so long as JPMorgan Chase Bank, N.A. is acting as Depositary under the Deposit Agreement.

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21. Termination of Deposit Agreement (A) Subject as set out below, either the Company or the Depositary but, in the case of the Depositary, only if the Company has failed to appoint a replacement Depositary within 90 days of the date on which the Depositary has given notice pursuant to Condition 20 that it wishes to resign, may terminate the Deposit Agreement by giving 90 days’ notice to the other and to the Custodian. Within 30 days after the giving of such notice, notice of such termination shall be duly given by the Depositary to Holders of all GDRs then outstanding in accordance with Condition 23.If the Company terminates the Deposit Agreement, it will be obligated, prior to such termination, to reimburse to the Depositary all amounts owed to the Depositary as set out in the Deposit Agreement and in any agreement between the Depositary and the Company. (B) During the period beginning on the date of the giving of such notice by the Depositary to the Holders and ending on the date on which such termination takes effect, each Holder shall be entitled to obtain delivery of the Deposited Property relative to each GDR held by it, subject to the provisions of paragraph (D) of Condition 2 and upon compliance with Condition 2, and further upon payment by the Holder of any sums payable by the Depositary to the Custodian in connection therewith for such delivery and surrender but otherwise in accordance with the Deposit Agreement. (C) If any GDRs remain outstanding after the date of termination, the Depositary shall as soon as reasonably practicable sell the Deposited Property then held by it under the Deposit Agreement and shall not register transfers, shall not pass on dividends or distributions or take any other action except that it will deliver the net proceeds of any such sale, together with any other cash then held by it under the Deposit Agreement, pro rata to Holders of GDRs which have not previously been so surrendered by reference to that proportion of the Deposited Property which is represented by the GDRs of which they are Holders. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement and these Conditions, except its obligations to account to Holders for such net proceeds of sale and other cash comprising the Deposited Property without interest. 22. Amendment of Deposit Agreement and Conditions All and any of the provisions of the Deposit Agreement and these Conditions (other than this Condition 22 and Clause 16 of the Deposit Agreement) may at any time and from time to time be amended by written agreement between the Company and the Depositary in any respect which they may deem necessary or desirable. Notice of any amendment of these Conditions (except to correct a manifest error) shall be duly given to the Holders by the Depositary and any amendment (except as aforesaid) which shall increase or impose fees or charges payable by Holders (other than charges in connection with foreign exchange control regulations and taxes and other governmental charges, delivery expenses or other such expenses) or which shall otherwise, in the opinion of the Depositary, be materially prejudicial to the interests of the Holders (as a class) shall not become effective so as to impose any obligation on the Holders of the outstanding GDRs until the expiry of thirty days after such notice shall have been given. Each Holder at the time when any such amendment so becomes effective shall be deemed, by continuing to hold a GDR, to approve such amendment and to be bound by the terms thereof in so far as they affect the rights of the Holders. In no event shall any amendment impair the right of any Holder to receive, subject to and upon compliance with Condition 2, the Deposited Property attributable to the relevant GDR. The Company and the Depositary may at any time amend and supplement the Deposit Agreement or these Conditions in order to comply with mandatory provisions of applicable laws, rules and regulations and such amendments or supplements to the Deposit Agreement and these Conditions may become effective before notice thereof is given to Holders or within any other period required to comply with such laws, rules or regulations. For the purposes of this Condition 22, an amendment shall not be regarded as being materially prejudicial to the interests of Holders or beneficial owners if its principal effect is to permit the creation of GDRs in respect of additional Shares to be held by the Depositary which are or will become fully consolidated as a single series with the other Deposited Shares provided that temporary GDRs will represent such Shares until they are so consolidated. Notice of any amendment to the Deposit Agreement or form of GDRs shall not need to describe in detail the specific amendments effectuated thereby, and failure to describe the specific amendments in any such notice shall not render such notice invalid, provided, however, that, in each such case, the notice given to the Holders identifies a means

Page 276 Terms and Conditions of the Global Depositary Receipts for Holders to retrieve or receive the text of such amendment (e.g. upon retrieval from the Depositary’s or the Company’s website or upon request from the Depositary). 23. Notices All notices to Holders shall be validly given if mailed to them at their respective addresses in the register of Holders maintained by the Depositary or furnished to them by electronic transmission as agreed between the Company and the Depositary and, so long as the GDRs are listed on the Official List of the UK Listing Authority and admitted to trading on the market for listed securities of the London Stock Exchange and if and to the extent that the rules of the UK Listing Authority or the London Stock Exchange so require, all notices to be given to Holders generally will also be published by the Company in a leading daily newspaper having general circulation in the UK. Any such notice shall be deemed to have been given on the later of such publication and the seventh day after being so mailed. Failure to notify a Holder or any defect in the notification to a Holder shall not affect the sufficiency of notification to other Holders or to the beneficial owners of GDRs held by such other Holders. All notices required to be given by the Company to the Holders pursuant to any applicable laws, regulations or other agreements shall be given by the Company to the Depositary and upon receipt of any such notices, the Depositary shall forward such notices to the Holders. The Depositary shall not be liable for any notices required to be given by the Company which the Depositary has not received from the Company, nor shall the Depositary be liable to monitor the obligations of the Company to provide such notices to the Holders. All formal complaints to the Depositary should be made in writing to the compliance officer of the Depositary at the address set out in Clause 17 of the Deposit Agreement. 24. Reports and information on the Company (A) The Company has undertaken in the Deposit Agreement (so long as any GDR is outstanding) to furnish the Depositary with six copies in the English language by mail, or one copy by facsimile or electronic transmission as agreed between the Company and the Depositary (and to make available to the Depositary, the Custodian and each Agent as many further copies as they may reasonably require to satisfy requests from Holders) of any financial statements or accounts that it makes generally available to its shareholders, including but not limited to any financial statements or accounts that may be required by law or regulation or in order to maintain a listing for the GDRs on the Official List of the UK Listing Authority and admission to trading on the market for listed securities of the London Stock Exchange, or another other stock exchange, in accordance with Clause 10(a) and Condition 18, as soon as practicable following the publication or availability of such communications. If such communication is not furnished to the Depositary in English, the Depositary shall, at the Company’s expense, arrange for an English translation thereof to be prepared. (B) The Depositary shall, upon receipt thereof, give due notice to the Holders that such copies are available upon request at its specified office and the specified office of any Agent. (C) For so long as any Rule 144A GDRs or Rule 144A Shares remain outstanding are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, during any period in which it is neither a reporting company under, and in compliance with the requirements of, Section 13 or 15(d) of the Exchange Act nor exempt from the reporting requirements of the Exchange Act by complying with the information furnishing requirements of Rule 12g3-2(b) thereunder, the Company has agreed in the Deposit Agreement and the Deed Poll to provide, at its expense, to any Holder, owner of Rule 144A GDRs or of the Rule 144A Master GDRs or the beneficial owner of an interest in such GDRs, and to any prospective purchaser of Rule 144A GDRs or shares represented thereby designated by such person, upon request of such owner, beneficial owner, Holder or prospective purchaser, the information required by Rule 144A(d)(4)(i) and otherwise to comply with Rule 144A(d)(4). If at any time the Company is neither subject to and in compliance with Section 13 or 15(d) of the Exchange Act nor exempt pursuant to Rule 12g3-2(b) under the Exchange Act, the Company shall immediately so notify the Depositary and the Depositary may so notify Holders in writing at the Company’s expense. The Company has authorised the Depositary to deliver such information as furnished by the Company to the Depositary during any period in which the Company informs the Depositary it is subject to the information delivery requirements of Rule 144A(d)(4) to any such Holder, owner of Rule 144A GDRs, beneficial owner of an interest in Rule 144A GDRs

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or shares represented thereby or prospective purchaser at the request of such person. The Company has agreed to reimburse the Depositary for its reasonable expenses in connection with such deliveries and to provide the Depositary with such information in such quantities as the Depositary may from time to time reasonably request. Subject to receipt, the Depositary will deliver such information, during any period in which the Company informs the Depositary it is subject to the information delivery requirements of Rule 144A(d)(4), to any such holder, beneficial owner or prospective purchaser but in no event shall the Depositary have any liability for the contents of any such information. 25. Copies of Company notices The Company has undertaken in the Deposit Agreement to transmit to the Custodian and the Depositary such number of copies of any notice to holders of any Shares or other Deposited Property, whether in relation to the taking of any action in respect thereof or in respect of any dividend or other distribution thereon or of any meeting or adjourned meeting of such holders or otherwise, and any other material (which in the opinion of the Company contains information having a material bearing on the interests of the Holders) furnished to such holders by the Company in connection therewith as the Depositary may reasonably request. If such notice is not furnished to the Depositary in English, either by the Company or the Custodian, the Depositary shall, at the Company’s expense, arrange for an English translation thereof (which may be in such summarised form as the Depositary may deem adequate to provide sufficient information) to be prepared. The Depositary shall, as soon as practicable after receiving notice of such transmission or (where appropriate) upon completion of translation thereof, give due notice to the Holders which notice may be given together with a notice pursuant to paragraph (A) of Condition 9, and shall make the same available to Holders in such manner as it may determine. 26. Moneys held by the Depositary The Depositary will hold moneys received by it, in respect of or in connection with the Deposited Property in an account with itself as banker and not as trustee, will not hold such moneys in accordance with the FSA’s client money rules, shall be entitled to deal with such moneys in the same manner as other moneys paid to it as a banker to its customers and shall not be liable to account to the Company or any holder or any other person for any interest on any moneys paid to it by the Company for the purposes of the Deposit Agreement, except as otherwise agreed. 27. Severability If any one or more of the provisions contained in the Deposit Agreement or in these Conditions shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained therein or herein shall in no way be affected, prejudiced or otherwise disturbed thereby. 28. Disclosure of beneficial ownership, other information and ownership restrictions (A) The Depositary may from time to time request Holders or former Holders to provide information as to the capacity in which they hold or held GDRs and regarding the identity of any other persons then or previously interested in such GDRs and the nature of such interest and various other matters. Each such Holder agrees to provide any such information reasonably requested by the Depositary pursuant to the Deposit Agreement whether or not still a Holder at the time of such request. (B) To the extent that provisions of or governing any Deposited Property, the constitutive documents or applicable law may require the disclosure of, or limitations in relation to, beneficial or other ownership of Deposited Property and other securities of the Company, the Holders, owners of GDRs and beneficial owners, as the case may be, shall comply with the Depositary’s instructions to Holders, owners and beneficial owners, as the case may be, of GDRs in respect of such disclosure or limitation, as may be forwarded to them from time to time by the Depositary, to the extent they have knowledge of the identity of such owners or beneficial owners. 29. Governing law (A) The Deposit Agreement and the GDRs are governed by, and shall be construed in accordance with, English law except that (i) the separate relationship created between the Depositary and

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the persons making deposits or withdrawals of Shares pursuant to the Deposit Agreement and the Conditions, as it specifically relates to such deposits or withdrawals and the delivery of the required certifications is governed by and shall be construed in accordance with the laws of the State of New York and (ii) the transferability of the GDRs and GDR Certificates shall be governed by the laws of the State of New York. The rights and obligations attaching to the Deposited Shares will be governed by Cyprus law. The Company has submitted in respect of the Deposit Agreement and these Conditions to the jurisdiction of the English courts. The Company has also agreed in the Deed Poll to allow the Holders to elect that disputes are resolved by arbitration. (B) The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with the GDRs and accordingly any legal action or proceedings arising out of or in connection with the GDRs (Proceedings) may be brought in such courts. This submission is made for the benefit of each of the Holders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not.) (C) The Company irrevocably appoints Law Debenture Corporate Services Limited, currently situated at Fifth Floor, 100 Wood Street, London, EC2V 7EX as its authorised agent for service of process in England. If for any reason the Depositary does not have such an agent in England, it will promptly appoint a substitute process agent and notify the Depositary of such appointment. Nothing herein shall affect the right to serve process in any other manner permitted by law. 30. Contracts (Rights of Third Parties) Act 1999 No person shall have any right to enforce these terms and conditions under the Contracts (Rights of Third Parties) Act 1999 of the United Kingdom except and to the extent (if any) that these terms and conditions expressly provide for such Act to apply.

Page 279 INFORMATION RELATING TO THE DEPOSITARY AND DESCRIPTION OF ARRANGEMENTS TO SAFEGUARD THE RIGHTS OF THE HOLDERS OF THE GLOBAL DEPOSITARY RECEIPTS The Depositary The Depositary is a wholly-owned bank subsidiary of JPMorgan Chase & Co., a Delaware corporation. The Depositary is a commercial bank offering a wide range of banking services to its customers both domestically and internationally. It is chartered, and its business is subject to examination and regulation, by the Office of the Comptroller of the Currency, a bureau of the United States Department of the Treasury. It is a member of the Federal Reserve System and its deposits are insured by the Federal Deposit Insurance Corporation (the FDIC). Rights of Holders of GDRs Relationship of Holders of GDRs with the Depositary: The rights of Holders against the Depositary are governed by the Conditions and the Deposit Agreement, which is governed by English law. The Depositary and the Company are parties to the Deposit Agreement. Holders of GDRs have contractual rights in relation to cash or other Deposited Property (including Deposited Shares) deposited with the Depositary under the Deposit Agreement by virtue of the Deed Poll. Voting: With respect to voting of Deposited Shares and other Deposited Property represented by GDRs, the Conditions and the Deposit Agreement provide that the Depositary shall send to any person who is a Holder on the record date established by the Depositary for that purpose (which shall be the same as the corresponding record date set by the Company or as near as practicable thereto) such notice of meeting or solicitation of consent or proxy along with a brief statement on the manner in which such Holders may provide the Depositary with voting instructions for matters to be considered. The Deposit Agreement provides that the Depositary will endeavour to exercise or cause to be exercised the voting rights with respect to Deposited Shares in accordance with instructions from Holders. In addition, in certain circumstances, Holders that have not provided any instructions may be deemed to have instructed the Depositary to give a proxy to a person designated by the Company to vote the Deposited Shares. See “Terms and Conditions of the Global Depositary Receipts—12(B) Voting rights”. As of the date of this Prospectus, the Company confirms that there are no restrictions under applicable law, the constitutive documents of the Company or the provisions of the Deposited Shares that would prohibit or restrict the Depositary from voting any of the Deposited Shares in accordance with instructions from Holders. Delivery of GDRs: The Deposit Agreement provides that the Deposited Shares can only be delivered out of the Regulation S and Rule 144A GDR facilities to, or to the order of, a Holder of related GDRs upon receipt and cancellation of such GDRs. Rights of the Company The Company has broad rights to remove the Depositary under the terms of the Deposit Agreement, but no specific rights under the Deposit Agreement which are triggered in the event of the insolvency of the Depositary. Insolvency of the Depositary Applicable insolvency law: If the Depositary becomes insolvent, the insolvency proceedings will be governed by US law applicable to the insolvency of banks. Effect of applicable insolvency law in relation to cash: The Conditions state that any cash held by the Depositary for Holders is held by the Depositary as banker. Under current US law, it is expected that any cash held for Holders by the Depositary as banker under the Conditions would constitute an unsecured obligation of the Depositary. Holders would therefore only have an unsecured claim in the event of the Depositary’s insolvency for such cash that would be also be available to general creditors of the Depositary or the FDIC. Effect of applicable insolvency law in relation to non-cash assets: The Deposit Agreement states that the Deposited Shares and other non-cash assets which are held by the Depositary for Holders are held by the Depositary as bare trustee and, accordingly, the Holders will be tenants in common for such Deposited Shares and other non-cash assets. Under current US law, it is expected that any Deposited Shares and other non-cash assets held for Holders by the Depositary on trust under the Conditions

Page 280 Information relating to the Depositary and Summary of provisions relating to the Global Depositary Receipts while in Master Form would not constitute assets of the Depositary and that Holders would have ownership rights relating to such Deposited Shares and other non-cash assets and be able to request the Depositary’s receiver or conservator to deliver such Depositary Shares and other non-cash assets that would be unavailable to general creditors of the Depositary or the FDIC. Default of the Depositary If the Depositary fails to pay cash or deliver non-cash assets to Holders in the circumstances required by the Deposit Agreement or otherwise engages in a default for which it would be liable under the terms of the Deposit Agreement, the Depositary will be in breach of its contractual obligations under the Conditions. In such case Holders will have a claim under English law against the Depositary for the Depositary’s breach of its contractual obligations under the Deposit Agreement. The Custodian The Custodian is HSBC Bank plc, an entity established under English law and registered in England, acting by way of its Athens branch, HSBC Bank plc (Greece) via its department, HSBC Securities Services, Greece. For the avoidance of doubt, as a branch of HSBC Bank plc, HSBC Bank plc (Greece) is an entity established under English law and registered in England. Relationship of Holders of GDRs with the Custodian: The Custodian and the Depositary are parties to a custody agreement, which is governed by New York law. The Holders do not have any contractual relationship with, or rights enforceable against, the Custodian. The Custodian will hold one or more certificates representing Deposited Shares, each of which will be registered in the Company’s share register in the name of the Depositary or its nominee, as the case may be, and deposited in the Regulation S and Rule 144A GDR facilities. The Deposited Shares will not be registered in the name of the Custodian. Default of the Custodian Failure to deliver cash: Notwithstanding the fact that the Company expects to pay dividends, if at all, in US dollars, payments denominated in any currency which are made in accordance with Depositary’s current procedures will not be made through the Custodian. Rather, payments in US dollars will be made directly from the Company to an account in New York and then credited to the US dollar denominated accounts of the Holders. To the extent that payments are in a currency other than US dollars, such payments may be made to an account outside of Greece, converted into US dollars and, after deduction of any fees and expenses of the Depositary, credited to the appropriate accounts of the Holders. Failure to deliver non-cash assets: If the Custodian fails to deliver Deposited Shares or other non-cash assets held for the Depositary as required by the Depositary or otherwise defaults under the terms of the custody agreement, the Custodian will be in breach of its obligations to the Depositary. In such case the Depositary will have a claim under New York law against the Custodian for the Custodian’s breach of its obligations under the custody agreement. The Depositary can also remove the Custodian and appoint a substitute or additional custodians and may exercise such rights if it deems necessary. The Depositary’s obligations: The Depositary has no obligation to pursue a claim for breach of obligations against the Custodian on behalf of Holders. The Depositary is not responsible for and shall incur no liability in connection with or arising from default by the Custodian due to any act or omission to act on the part of the Custodian, except to the extent that the Custodian has (i) committed fraud or wilful misconduct in the provision of custodial services to the Depositary or (ii) failed to use reasonable care in the provision of custodial services to the Depositary as determined in accordance with the standards prevailing in the jurisdiction in which the Custodian is located. Applicable law: The custody agreement is New York law governed. Insolvency of the Custodian Applicable law: If the Custodian becomes insolvent, the insolvency proceedings will be governed by applicable English law. Effect of applicable insolvency law in relation to cash: For the reasons outlined above, it is not expected that any claim for cash will subsist against the Custodian as the Company expects to make payments directly to the Depositary or its nominee, as the case may be, and no cash is expected to be paid to the Custodian.

Page 281 Information Relating to the Depositary and Description of Arrangements to Safeguard the Rights of the Holders of the Global Depositry Receipts

Effect of applicable insolvency law in relation to non-cash assets: The certificates representing the Deposited Shares will be registered in the Company’s share register in the name of the Depositary or its nominee, as the case may be. The Depositary or its nominee, as the case may be, will have ownership rights over certificates representing the Deposited Shares or other non-cash assets held by the Custodian at the time of its insolvency and will be able to request the Custodian’s liquidator to deliver such certificates representing the Deposited Shares or other non-cash assets to it. If the Custodian or its liquidator or similar officer fails or refuses, such non-delivery will not affect the Depositary’s or its nominee’s, as the case may be, legal title to or ability to transfer the underlying Shares. To complete such a transfer, the Depositary or its nominee, as the case may be, must produce an instrument of transfer together with a share certificate or such other evidence (such as an extract from the Company’s share register) to the reasonable satisfaction of the Company’s board of directors. If such transfer is made, it is expected that the Custodian will no longer have a claim for such certificates representing the Deposited Shares or other non-cash assets against the Depositary or its nominee, as the case may be. The Depositary’s obligations: The Depositary has no obligation to pursue a claim in the Custodian’s insolvency on behalf of the Holders. The Depositary has no responsibility for, and will incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. In the event of the insolvency of the Custodian which is not an affiliate of the Depositary, the Holders have no direct recourse to the Custodian under the Deposit Agreement, though the Depositary can remove the Custodian and appoint a substitute or additional custodians and may exercise such rights if it deems necessary. PERSONS HOLDING BENEFICIAL TITLE TO GDRs OR INTERESTS THEREIN ARE REMINDED THAT THE ABOVE DOES NOT CONSTITUTE LEGAL ADVICE AND IN THE EVENT OF ANY DOUBT REGARDING THE EFFECT OF THE DEFAULT OR INSOLVENCY OF THE DEPOSITARY OR THE CUSTODIAN, SUCH PERSONS SHOULD CONSULT THEIR OWN ADVISORS IN MAKING A DETERMINATION.

Page 282 INDEPENDENT AUDITORS

THE GPI GROUP The GPI Audited Annual Financial Statements have been audited by PricewaterhouseCoopers Limited, independent auditors, as stated in their audit reports incorporated by reference as described in “Documents Incorporated by Reference” (the GPI Independent Auditor’s Reports). PricewaterhouseCoopers Limited has registered offices at City House, 6 Karaiskakis Street, CY-3032 Limassol, Cyprus. PricewaterhouseCoopers Limited is a member of the Institute of Certified Public Accountants of Cyprus. The GPI Interim Financial Information has been reviewed by PricewaterhouseCoopers Limited in accordance with professional standards for a review of such information. Their report dated 20 September 2013 incorporated by reference (the GPI Independent Auditor’s Review Report) states that they did not audit and they do not express an opinion on this information. Accordingly, the degree of reliance on their review report should be restricted in light of the limited nature of the review procedures applied. For the purposes of Prospectus Rule 5.5.4R(2)(f), PricewaterhouseCoopers Limited are responsible for the Independent Auditor’s Assurance Report on the Compilation of Pro Forma Financial Information Included in a Prospectus (the Independent Auditor’s Assurance Report), as part of the Prospectus, and declare that they have taken all reasonable care to ensure that the information contained in the Independent Auditor’s Assurance Report is, to the best of PricewaterhouseCoopers Limited’s knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex X of the Commission Regulation (EC) No. 809/2004. For the purpose of compliance with Annex X item 23.1 in Appendix 3 to the Prospectus Rules, PricewaterhouseCoopers Limited have given and not withdrawn their written consent to the inclusion of the Independent Auditor’s Assurance Report, in the form and context in which it is included and have authorised the content of the Independent Auditor’s Assurance Report. The written consent described above is different from a consent filed with the SEC under Section 7(a)(1) of the Securities Act, which is applicable only to transactions involving securities registered under the Securities Act. As the GDRs have not and will not be registered under the Securities Act, PricewaterhouseCoopers Limited have not filed a consent under Section 7(a)(1) of the Securities Act.

THE NCC GROUP The NCC Audited Annual Financial Statements have been audited by ZAO “Deloitte & Touche CIS” (Deloitte), independent auditors, as stated in their audit report incorporated by reference as described in “Documents Incorporated by Reference” (the NCC Independent Auditor’s Report). Deloitte has registered offices at 5 Lesnaya Street, Moscow 125047 Russia. The NCC Interim Financial Information has been reviewed by Deloitte in accordance with professional standards for a review of such information. Their report dated 20 September 2013 (the NCC Independent Auditor’s Review Report) incorporated by reference states that they did not audit and they do not express an opinion on this information. Accordingly, the degree of reliance on their review report should be restricted in light of the limited nature of the review procedures applied. Deloitte accepts responsibility for the information contained in the NCC Independent Auditor’s Report and the NCC Independent Auditor’s Review Report and, to the best of Deloitte’s knowledge, having taken all reasonable care to ensure that such is the case, the information contained in the NCC Independent Auditor’s Report and the NCC Independent Auditor’s Review Report is in accordance with the facts and does not omit anything likely to affect its import. For the purpose of compliance with Annex X item 23.1 in Appendix 3 to the Prospectus Rules, Deloitte has given and not withdrawn its written consent to the inclusion of the NCC Independent Auditor’s Report and the NCC Independent Auditor’s Review Report, in the form and context in which they are included and has authorised the contents of such audit report and review report. A written consent under the Prospectus Rules is different from a written consent filed with the SEC under Section 7(a)(1) of the Securities Act. As the GDRs have not been, and will not be registered

Page 283 Independent Auditors under the Securities Act, ZAO “Deloitte & Touche CIS” has not filed a written consent under Section 7(a)(1) of the Securities Act.

Page 284 ADDITIONAL INFORMATION

RESPONSIBILITY The Directors, whose names appear in “Directors, Company Secretary, Registered Office and Advisers” and the Company accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors and the Company (who have each taken all reasonable care to ensure that such is the case) the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. SIGNIFICANT SUBSIDIARIES The following table sets forth the registered offices of the GPI Group’s material subsidiaries and joint ventures: Beneficial Country of ownership/ Name incorporation voting rights Registered Office Farwater ZAO ...... Russia 100% Russia, 198099, St. Petersburg, Vol’ny ostrov, 4G Petrolesport OAO...... Russia 100% Russia, 198099, St Petersburg, Gladky ostrov, 1 Multi-Link Terminals Limited ...... Ireland 75% Unit 14, Kinsealy Business Park, Dublin, Ireland Multi-Link Terminals Ltd Oy ...... Finland 75% Mannerheimintie 15, 00260 Helsinki, Finland Moby Dik Company Limited ...... Russia 75% Russia, St Petersburg, Kronshtadt, the territory of enterprise “Morskoy Portovy Komplex” Yanino Logistics Park OOO ...... Russia 75% Registered address: Russia, 188689, Leningradskaya oblast, Vsevolzhskiy rayon, Yanino-1, commercial and logistical zone Yanino 1, No.1 Actual address: Russia, 197342, St Petersburg, Ushakovskaya nab., dom 5, business centre President, office 301 CD Holding Ltd Oy ...... Finland 75% Mannerheimintie 15 B, 00260 Helsinki, Finland Vostochnaya Stevedoring Company OOO...... Russia 100% Russia, 692941, Primorskiy kray, Nakhodka, ul. Vnutriportovaya, 14A Intercross Investments B.V...... Netherlands 100% Prins Bernhardplein 200, 1097 JB, Amsterdam, the Netherlands Vopak EOS AS ...... Estonia 50% Regati pst. 1, Tallinn, Estonia

Page 285 Additional Information

The following table sets forth the registered offices of the NCC Group’s material subsidiaries and joint ventures: Beneficial Country of ownership/vot Name incorporation ing rights Registered office NCC Finance Limited...... Cyprus 100% Thermopylon 8, Paliometocho, 2682, Nicosia, Cyprus NCC South Investments Limited...... Cyprus 100% Falyrou, 9A, Pallouriotissa, 1046, Nicosia, Cyprus Belvo Establishment Limited...... Cyprus 100% Nestoros 42, Kaimakli, 1026, Nicosia, Cyprus Alocasia Co. Ltd ...... Cyprus 100% Nestoros 42, Kaimakli, 1026, Nicosia, Cyprus National Container Company LLC ...... Russia 100% Building 1, 31 Nizhnie Polya Street, Moscow 109382, Russia T.O. Services Limited...... British Virgin 100% Craigmuir Chambers, P.O. Box 71, Road Islands Town, Tortola, British Virgin Islands First Container Terminal Incorporated ...... Russia 100% Third district, 5, Mezhevoj Channel, 198035 St. Petersburg, Russia Logistics-Terminal CJSC ...... Russia 100% 54 A Moskovskoe shosse, St. Peterburg 196626, Russia Ust-Luga Container Terminal JSC...... Russia 80% 25/2 Karl Marks Avenue, Kingisepp 188480, Leningrad Region, Russia Balt Container LLC ...... Russia 100% Third district, 5, Mezhevoj Channel, 198035 St. Petersburg, Russia National Container Depot LLC...... Russia 100% 5 Mezhevoj Channel Embankment, St. Petersburg 198035, Russia Russian Logistic Information Systems LLC ...... Russia 100% 5 Mezhevoj Channel, 198035 St. Petersburg, Russia

DOCUMENTS ON DISPLAY Copies in English of the following documents may be inspected at the offices of Freshfields Bruckhaus Deringer LLP, 65 Fleet Street, London EC4Y 1HS, during usual business hours on any weekday, excluding Saturday, Sunday and public holidays, for a period of one year from publication of this Prospectus: ● the Company’s articles and memorandum of association; ● the GPI Audited Annual Financial Statements; ● the GPI Unaudited Interim Financial Information; ● the NCC Audited Annual Financial Statements; ● the NCC Unaudited Interim Financial Information; and ● all reports, letters, historical financial information, valuations and statements and other documents prepared by any expert at the issuer’s request any part of which is included or referred to in this Prospectus.

LEGAL MATTERS Certain legal matters in connection with this Prospectus will be passed upon for the GPI Group with respect to the laws of England and the Russian Federation by Freshfields Bruckhaus Deringer LLP and with respect to Cypriot law by Georgiades & Pelides LLC, Nicosia, Cyprus.

OTHER INFORMATION The issuance of the newly issued Ordinary Shares was duly authorised by the Board of Directors on 20 December 2013 in accordance with the Company’s constitutional documents. It is expected that the re-listing of the GDRs will take place on or about 30 December 2013, subject only to the Closing of the NCC Acquisition. There has been no significant change in the GPI Group’s or the NCC Group’s financial or trading position since 30 June 2013, except as set forth in the last paragraph of “Capitalisation and Indebtedness Statement”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the GPI Group—Recent developments—Trading update” and “Management’s

Page 286 Additional Information

Discussion and Analysis of Financial Condition and Results of Operations of the NCC Group—Recent developments—Trading update.” In the event that certificates in definitive form are issued in respect of the GDRs, the Company will appoint an agent in the United Kingdom for so long as the GDRs are listed on the London Stock Exchange. There are no temporary documents of title issued in respect of the GDRs. There is no premium and there are no expenses specifically charged to any purchaser of GDRs. The GDRs have no nominal or par value.

LON27916155/4+ Page 287 DOCUMENTS INCORPORATED BY REFERENCE

INCORPORATION BY REFERENCE Pursuant to paragraph 20.1 of Annex I of Commission Regulation (EC) No. 809/2004 of April 29, 2004 implementing Directive 2003/71/EC of the European Parliament and of the Council as regards information contained in Offering Circulars as well as the format, incorporation by reference and publication of such Offering Circulars and dissemination of advertisements (the Prospectus Regulation), audited financial information for the past three financial years must be included in the Prospectus. In accordance with article 28 of the Prospectus Regulation and section 18(2) of the Offering Circular Order, the following information will be incorporated in the Offering Circular by reference to the Company’s website: www.globalports.com. Other contents of the website do not form part of this Prospectus. The following cross reference table refers to information in the prospectus of the Company, dated and approved by the FSA on 24 June 2011 and (the 2011 Prospectus) and in the annual reports of the Company for 2011 and 2012 (the 2011 Annual Report and the 2012 Annual Report) which are available at the Company’s website: www.globalports.com.

Information Source GPI Audited Annual Financial Statements Consolidated income statement for the GPI Group for 2010 2011 Prospectus – page F-7 Consolidated statements of comprehensive income for the GPI Group 2011 Prospectus – page F-8 for 2010 Consolidated balance sheet for the GPI Group as at 31 December 2010 2011 Prospectus – page F-9 Consolidated statements of changes in equity for the GPI Group for 2011 Prospectus – pages F-10 to F-13 2010 Consolidated cash flow statements for the GPI Group for 2010 2011 Prospectus – page F-14 Notes for the consolidated financial statements of the GPI Group for 2011 Prospectus – pages F-16 to F84 2010 Independent auditors’ report for the GPI Group for 2010 2011 Prospectus – page F-5 Consolidated income statement for the GPI Group for 2011 2011 Annual Report page 12 of Appendix 1 Consolidated statement of comprehensive income for the GPI Group for 2011 Annual Report page 13 of Appendix 1 2011 Consolidated balance sheet for the GPI Group as at 31 December 2011 2011 Annual Report page 14 of Appendix 1 Consolidated statement of changes in equity for the GPI Group for 2011 2011 Annual Report page 15 of Appendix 1 Consolidated cash flow statement for the GPI Group for 2011 2011 Annual Report page 16 of Appendix 1 Notes for the consolidated financial statements of the GPI Group for 2011 Annual Report pages 17–69 of Appendix 1 2011 Independent auditors’ report for the GPI Group for 2011 2011 Annual Report pages 10–11 of Appendix 1 Consolidated income statement for the GPI Group for 2012 2012 Annual Report page 13 of Appendix 1 Consolidated statement of comprehensive income for the GPI Group for 2012 Annual Report page 14 of Appendix 1 2012 Consolidated balance sheet for the GPI Group as at 31 December 2012 2012 Annual Report page 15 of Appendix 1 Consolidated statement of changes in equity for the GPI Group for 2012 2012 Annual Report page 16 of Appendix 1 Consolidated cash flow statement for the GPI Group for 2012 2012 Annual Report page 17 of Appendix 1 Notes for the consolidated financial statements GPI Group for 2012 2012 Annual Report pages 18–67 of Appendix 1 Independent auditors’ report for the GPI Group for 2012 2012 Annual Report pages 1–12 of Appendix 1

GPI Unaudited Interim Financial Information Interim condensed consolidated income statement 2013 Interim Financial Information published 23 September 2013 – pg. 3

Page 288 Documents Incorporated by Reference

Interim condensed consolidated statement of comprehensive income 2013 Interim Financial Information published 23 September 2013– pg. 4 Interim condensed consolidated balance sheet 2013 Interim Financial Information published 23 September 2013– pg. 5 -6 Interim condensed consolidated statement of cash flows 2013 Interim Financial Information published 23 September 2013– pg. 7 Interim condensed consolidated statement of changes in equity 2013 Interim Financial Information published 23 September 2013– pg. 8 -9 Notes to the interim condensed consolidated financial information 2013 Interim Financial Information published 23 September 2013– pgs. 10 - 30 Independent auditors’ review report for the GPI Group for the first six 2013 Interim Financial Information published 23 September months of 2013 2013– pg. 31

The following cross reference table refers to NCC Group Financial Information as published by the Company with respect to the NCC Group and which is available at the Company’s website: www.globalports.com. Information Source NCC Audited Annual Financial Statements Consolidated statements of comprehensive income NCC Consolidated Financial Statements published 2 September 2013– pg. 6 Consolidated statements of financial position NCC Consolidated Financial Statements published 2 September 2013 – pg. 7 Consolidated statements of changes in equity NCC Consolidated Financial Statements published 2 September 2013– pg. 8 Consolidated statements of cash flows NCC Consolidated Financial Statements published 2 September 2013 – pg. 9 Notes to the consolidated financial statements NCC Consolidated Financial Statements published 2 September 2013– pgs .10-47 Independent auditors’ report NCC Consolidated Financial Statements published 2 September 2013 – pgs. 4-5 NCC Unaudited Interim Financial Information Condensed consolidated interim statement of comprehensive income and NCC Condensed Consolidated Interim Financial Information loss published 23 September 2013– pg. 3 Condensed consolidated interim statement of financial position NCC Condensed Consolidated Interim Financial Information published 23 September 2013– pg. 4 Condensed consolidated interim statement of changes in equity NCC Condensed Consolidated Interim Financial Information published 23 September 2013– pg. 5 Condensed consolidated interim statement of cash flows NCC Condensed Consolidated Interim Financial Information published 23 September 2013– pg. 6 Selected explanatory notes to the condensed consolidated interim NCC Condensed Consolidated Interim Financial Information financial information published 23 September 2013– pgs. 7-20 Independent auditors’ report on review of interim financial information NCC Condensed Consolidated Interim Financial Information published 23 September 2013– pg. 2

Page 289 DEFINITIONS AND GLOSSARY The following terms are used in this Prospectus: 2010 the year ended 31 December 2010. 2010 GPI Financial the audited consolidated financial statements of the GPI Group as at Statements and for the year ended 31 December 2010 prepared in accordance with EU IFRS as included in the 2011 Prospectus. 2011 the year ended 31 December 2011. 2011 Annual Report the annual report of the Company published on 30 April 2012 by the Company on its website. 2011 GPI Financial the audited consolidated financial statements of the GPI Group as at Statements and for the year ended 31 December 2011 prepared in accordance with EU IFRS and Cyprus Companies Law, Cap 113 as included in the 2011 Annual Report. 2011 Prospectus the prospectus of the Company, dated and approved by the UK Listing Authority on 24 June 2011, as published by the Company on its website. 2012 the year ended 31 December 2012. 2012 Annual Report the annual report of the Company published on 30 April 2013 by the Company on its website. 2012 GPI Financial the audited consolidated financial statements of the GPI Group as at Statements and for the year ended 31 December 2012 prepared in accordance with EU IFRS and Cyprus Companies Law, Cap 113 as included in the 2012 Annual Report. 2013 Interim Financial the interim financial information of the GPI Group as at and for the six Information months ending 30 June 2013 as published on 23 September 2013 on the Company’s website. Acquisition the acquisition of 100% of the share capital of NCC Group Limited by the Company. APMT APM Terminals B.V. APMT-TIHL the agreement dated 7 September 2012 between TIHL and APMT Shareholders’ Agreement governing the respective parties interests in the Company. Baltic Sea Basin the geographic region of northwest Russia, Estonia and Finland surrounding the Gulf of Finland on the eastern Baltic Sea, including St. Petersburg, Kaliningrad, Tallinn, Helsinki and Kotka. Black Sea Basin the geographic region of southwest Russia, Romania and Ukraine on the Black Sea, including Novorossiysk, Taganrog, Constanta, Illichevsk and Odessa. block train a train comprising only rolling stock operated by a single company which is bound for the same destination. cabotage the transport of goods between two points in the same country. cbm cubic metres. CBR the Central Bank of the Russian Federation. CIS the countries that formerly comprised the Union of Soviet Socialist Republics and that are now members or associate members of the Commonwealth of Independent States: Armenia, Azerbaijan, Belarus, Kazakhstan, Kyrgyzstan, Moldova, Russia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan.

Page 290 Definitions and Glossary

Class A warehouse a one-story rectangular warehouse with systems regulating the temperature, humidity and ventilation and with many exits so that vehicles can enter it as easily as possible. Class C warehouse an unheated warehouse meeting only limited minimum standards. Closing the closing of the NCC Acquisition, which is expected to occur on or about 27 December 2013. Company GLOBAL PORTS INVESTMENTS PLC. CTI Illichevsk Container Terminal. Deloitte ZAO “Deloitte & Touche CIS”, 5 Lesnaya Street, Moscow 125047 Russia, auditors to NCC Group Limited. Deposit Agreement the deposit agreement between the Company and the Depositary dated 28 June 2011, as amended. EDI Electronic Data Interchange: a set of standards for structuring information that is to be electronically exchanged between and within businesses, organisations, government entities and other groups. Enlarged Group the combined group comprising the GPI Group and the NCC Group that will be formed following the Closing of the NCC Acquisition. EU the European Union. EU IFRS The International Financial Reporting Standards as adopted by the European Union. euro or EUR the single currency of the participating member states in the Third Stage of the European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time. Far East Basin the geographic region of southeast Russia, surrounding the Peter the Great Gulf on the , including Vladivostok and Nakhodka. FCA the Financial Conduct Authority. FCT First Container Terminal. FTS the Federal Tariff Service, an agency of the Government of the Russian Federation. Government the federal government of the Russian Federation. GPI Audited Annual the 2010 GPI Financial Statements, 2011 Financial Statements and Financial Statements 2012 Financial Statements. GPI Financial the GPI Audited Annual Financial Statements and the GPI Unaudited Information Interim Financial Information GPI Unaudited Interim the unaudited interim condensed consolidated financial information of Financial Information the GPI Group as at and for the six month period ended 30 June 2013 prepared in accordance with International Accounting Standard number 34, Interim Financial Reporting as adopted by the EU. GPI Group GLOBAL PORTS INVESTMENTS PLC and its subsidiaries prior to the NCC Acquisition. hinterland the area that a port or terminal serves. hinterland connections or the method and inter modal links which connect a given port or hinterland connectivity terminal with the hinterland. IFRS The International Financial Reporting Standards. ISPS International Ship and Port Facility Security Code: an amendment to the Safety of Life at Sea (SOLAS) Convention (1974/1988) on

Page 291 Definitions and Glossary

minimum security arrangements for ships, ports and government agencies, which prescribes responsibilities to governments, shipping companies, shipboard personnel, and port/facility personnel to detect security threats and take preventative measures against security incidents affecting ships or port facilities used in international trade. kroon, kroons or EEK the lawful currency of the Republic of Estonia until 31 December 2010. Marine loading arm quay-side loading arm device facilitating liquid cargo loading on board ship at the port terminal. MHC mobile harbour crane: a crane with capability of travelling freely on port surfaces. Rubber tyred wheels are used when the crane travels, and an outrigger is used to support the crane unit during cargo handling operations. NCC Acquisition the share purchase and subscription agreement, dated 1 September Agreement 2013, between the Company and the Sellers. NCC Audited Annual the audited consolidated financial statements of the NCC Group as at Financial Statements and for the years ended 31 December 2010, 2011 and 2012 prepared in accordance with EU IFRS. NCC Financial The NCC Audited Annual Financial Statements and the NCC Information Unaudited Interim Financial Information. NCC Group or NCCGL NCC Group Limited and its subsidiaries. NCC Shareholders’ the agreement, dated 1 September 2013, amongst TIHL, APMT, the Agreement Sellers and the Company. NCC Unaudited Interim the unaudited interim condensed consolidated financial information of Financial Information the NCC Group as at and for the six month period ended 30 June 2013 prepared in accordance with International Accounting Standard number 34, Interim Financial Reporting. Ordinary Non-Voting Ordinary Shares of the Company that do not have voting rights but that Shares are freely convertible into Ordinary Voting Shares of the Company. Ordinary Voting Shares Ordinary Shares of the Company that have voting rights. O&D origin and destination: cargo throughput for import or export, as opposed to cargo throughput from one ship to another for further shipment. PricewaterhouseCoopers PricewaterhouseCoopers Limited, City House, 6 Karaiskakis Street, Limited CY-3032 Limassol, Cyprus, auditors to the GPI Group. quay the location where ships tie up to unload and load cargo. reach stacker heavy hoist machine that stacks containers. reefer a container with refrigeration for transporting frozen foods (meat, ice cream, fruit, etc.). RMG rail mounted gantry crane: a crane equipped with a spreader attached to rails for lifting and stacking containers. ro-ro roll on-roll off: cargo that can be driven into the belly of a ship rather than lifted aboard. Includes cars, buses, trucks or other vehicles. Rosmorport FGUP Rosmorport, a federal state unitary enterprise that manages and controls the use of state owned infrastructure operated by seaports and quays, on behalf of the Federal Agency for State Property Management. Rosstat the Federal State Statistics Service in the Russian Federation.

Page 292 Definitions and Glossary rouble, roubles or RUB the lawful currency of the Russian Federation. RTG rubber tyre gantry crane: a travelling crane used for the movement and positioning of containers in a container field. It may also be used for loading and unloading containers from railcars. Russian Tax Code the Tax Code of the Russian Federation. Sellers Ilibrinio Establishment Limited and Polozio Enterprises Limited. Shareholders’ Loan an outstanding loan provided by NCC Group to the Sellers. sorting interim terminal movements of containers within a terminal, associated with changes in timing or delivery instructions from the customer. straddle carrier container terminal equipment, which is motorised and runs on rubber tyres. It can straddle a single row of containers and is primarily used to move containers around the terminal, but also to transport containers to and from the transtainer and load/unload containers from truck chassis. STS ship-to-shore crane: a crane with rails extending over the quayside and spreaders for transporting containers from ships. Subscription Securities the equity component of the NCC Acquisition consideration comprising 17,195,122 GDRs, representing 51,585,366 ordinary voting shares, and 51,585,364 ordinary non-voting shares to be issued to the Sellers at Closing. terminal, port, terminal the area within a given port or terminal. area or port area TEU twenty-foot equivalent unit, which is the standard container used worldwide as the uniform measure of container capacity; a TEU is 20 feet (6.06 metres) long and eight feet (2.44 metres) wide and tall. TIHL Transportation Investments Holding Limited. tonnes metric tonnes (equivalent to 1,000 kilograms). transtainer a type of motorised crane used in the handling of containers, which is mounted on rubber tyres and can straddle at least four railway tracks, some up to six, with a lifting capacity of 35 tonnes for loading and unloading containers to and from railway cars. ULCT Ust-Luga Container Terminal. UK the United Kingdom of Great Britain, Northern Ireland, Guernsey, Jersey and the Isle of Man US or United States the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia. US dollar, US dollars or the lawful currency of the United States of America. USD US Securities Act the United States Securities Act of 1933, as amended. US Exchange Act the United States Securities Exchange Act of 1934, as amended VAT value added tax. VLCC very large crude carrier: a ship that can carry up to two million barrels of crude oil and has a maximum deadweight size of 300,000 metric tonnes. Western High-Speed the eight-lane tollway which provides direct access from the centre of Diameter road St. Petersburg, including the port area, to the city ring road.

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