IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the offering memorandum accessed from this page, attached to this email or otherwise received as a result of such access and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached offering memorandum. In accessing the attached offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. Confirmation of Your Representation: You have been sent the attached offering memorandum on the basis that you have confirmed to Deutsche Bank AG, London Branch, ING Bank N.V., London Branch, J.P. Morgan Securities plc, SIB (Cyprus) Limited, UniCredit Bank AG and VTB Capital plc (collectively the ‘‘Initial Purchasers’’ and each an ‘‘Initial Purchaser’’), being the sender or senders of the attached, and DTEK Finance plc (the ‘‘Issuer’’) that (i) you are either (a) a ‘‘qualified institutional buyer’’ (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the ‘‘U.S. Securities Act’’)), or (b) not a U.S. person (as defined in Regulation S under the U.S. Securities Act), or acting for the account or benefit of a U.S. person, and that the electronic mail address you have given to us and to which this electronic transmission been sent is not located in the United States; (ii) you consent to delivery by electronic transmission; and (iii) you acknowledge that you will make your own assessment regarding any legal, taxation or other economic considerations with respect to your decision to subscribe for or purchase any notes issued by the Issuer (the ‘‘Notes’’). By accepting this electronic transmission and accessing the offering memorandum, you shall be deemed to have made the above representation. This offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently the Initial Purchasers and any person who controls any Initial Purchaser, the Issuer and DTEK Holdings B.V., and any of their respective directors, officers, employers, employees, agents, affiliate or subsidiaries do not accept any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you on request from the Initial Purchasers. Failure to comply with this directive may result in the violation of the U.S. Securities Act and/or any applicable laws of other jurisdictions. You are reminded that the attached offering memorandum has been delivered to you on the basis that you are a person into whose possession this offering memorandum may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorized to deliver this offering memorandum to any other person. You will not transmit the attached offering memorandum (or any copy of it or part thereof) or disclose, whether orally or in writing, any of its contents to any other person except with the consent of the Initial Purchasers. Restrictions: Nothing in this electronic transmission constitutes an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this offering memorandum who intend to subscribe for or purchase securities are reminded that any subscription or purchase may only be made on the basis of the information contained in this offering memorandum. Any securities to be issued will not be registered under the U.S. Securities Act, or the securities law of any State or other jurisdiction of the United States, and may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act or pursuant to an exemption from such registration requirements of the U.S. Securities Act and any applicable state or local securities laws. Notwithstanding the foregoing, prior to the expiration of a 40-day distribution compliance period (as defined under Regulation S under the U.S. Securities Act) commencing on the closing date, the securities may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, except pursuant to another exemption from the registration requirements of the U.S. Securities Act. This offering memorandum has been prepared on the basis that all offers of the Notes will be made pursuant to an exemption under Article 3 of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the ‘‘Prospectus Directive’’), as implemented in member states of the European Economic Area (the ‘‘EEA’’), from the requirement to produce a prospectus for offers of the Notes. Accordingly, any person making or intending to make any offer within the EEA of the Notes should only do so in circumstances in which no obligation arises for the issuer or any of the Initial Purchasers to produce a prospectus for such offer. Neither the Issuer nor the Initial Purchasers have authorized, nor do they authorize, the making of any offer of the Notes through any financial intermediary, other than offers made by the Initial Purchasers which constitute the final placement of the Notes contemplated in this offering memorandum. 18MAR201302102819 US$600,000,000 7.875% Senior Notes due 2018 issued by DTEK Finance plc Unconditionally and irrevocably guaranteed on a senior basis by DTEK Holdings B.V., DTEK Holdings Limited and DTEK Trading Limited with certain operating subsidiaries of the DTEK Group providing sureties in respect of the Issuer’s obligations under the Notes and the Guarantors’ obligations under the Guarantees The 7.875% senior notes due 2018 (the ‘‘Notes’’) will be the senior obligations of DTEK Finance plc (the ‘‘Issuer’’), a company organized under the laws of England and Wales and wholly-owned by DTEK Holdings B.V. (‘‘Holdings B.V.’’). The Notes will bear interest at a rate of 7.875% per annum. Interest on the Notes will accrue from their date of issuance and will be payable semi-annually in arrears on April 4 and October 4 of each year, commencing October 4, 2013. The Notes will mature on April 4, 2018 (the ‘‘Maturity Date’’). Prior to the Maturity Date, the Issuer may redeem (i) all or part of the Notes by paying a ‘‘make whole’’ premium and/or (ii) up to 35% of the aggregate principal amount of the Notes with the net proceeds from certain equity offerings. The Issuer may also redeem all of the Notes at a price equal to their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law. The Notes will be the senior obligations of the Issuer and will rank equal in right of payment with all of the Issuer’s existing and future senior indebtedness and senior in right of payment to any of the Issuer’s existing and future indebtedness that is expressly subordinated in right of payment to the Notes. The Notes will be fully and unconditionally and jointly and severally guaranteed on a senior basis by Holdings B.V., DTEK Holdings Limited (‘‘Holdings Ltd’’) and DTEK Trading Limited (‘‘Trading Ltd’’ and, together with Holdings Ltd and Holdings B.V., the ‘‘Guarantors’’). The guarantee provided by Holdings B.V. shall be referred to as the ‘‘Holdings B.V. Guarantee’’, the guarantee provided by Holdings Ltd shall be referred to as the ‘‘Holdings Ltd Guarantee’’ and the guarantee provided by Trading Ltd shall be referred to as the ‘‘Trading Ltd Guarantee’’, and the Holdings B.V. Guarantee, the Holdings Ltd Guarantee and the Trading Ltd Guarantee together shall be referred to as the ‘‘Guarantees’’. The Guarantees will rank equal in right of payment to all of the existing and future senior indebtedness of Holdings Ltd, Holdings B.V. and Trading Ltd, respectively, and senior in right of payment to all of the existing and future indebtedness of Holdings Ltd, Holdings B.V. or Trading Ltd that is expressly subordinated in right of payment to the Guarantees. In addition, the following operating subsidiaries of the DTEK Group will each provide a deed of surety (each a ‘‘Deed of Surety’’ and together, the ‘‘Deeds of Surety’’) in respect of the Issuer’s obligations under the Notes and the Guarantors’ obligations under the Guarantees: DTEK Limited Liability Company (‘‘DTEK LLC’’), DTEK Trading Limited Liability Company (‘‘Trading LLC’’), DTEK Skhidenergo Limited Liability Company (‘‘Skhidenergo’’), DTEK Pavlogradugol, Public Joint-Stock Company (‘‘Pavlogradugol’’), Limited Liability Company ‘‘Servis-Invest’’ (‘‘Servis-Invest’’), DTEK Mine Komsomolets Donbassa, Public Joint-Stock Company (‘‘Komsomolets Donbassa’’), Tehrempostavka Limited Liability Company (‘‘Tehrempostavka’’), DTEK Dobropolyeugol Limited Liability Company (‘‘Dobropolyeugol’’), DTEK Rovenkyanthracite Limited Liability Company (‘‘Rovenkyanthracite’’), DTEK Sverdlovanthracite Limited Liability Company (‘‘Sverdlovanthracite’’), Public Joint-Stock Company ‘‘DTEK Dniproenergo’’ (‘‘Dniproenergo’’), Public Joint-Stock Company ‘‘DTEK Zakhidenergo’’ (‘‘Zakhidenergo’’) and Public Joint-Stock Company ‘‘Kyivenergo’’ (‘‘Kyivenergo’’) (each a ‘‘Surety’’ and together, the ‘‘Sureties’’). The Deeds of Surety will constitute direct, general, joint and several, full and unconditional and senior obligations of the Sureties. In certain circumstances, the Guarantors and the Sureties may be released from their respective obligations as Guarantors and Sureties in accordance with the provisions of the Indenture and the applicable Deed of Surety, respectively (see ‘‘Description of the Notes—Guarantees—Guarantee Release’’), and certain operating subsidiaries may be required to become Guarantors or Sureties, as the case may be (see ‘‘Description of the Notes—Certain Covenants—Additional Guarantees’’).