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(1) Qualified Institutional Buyers Within the Meaning of Rule 144A ("Rule 144A") Under the U.S

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(1) Qualified Institutional Buyers Within the Meaning of Rule 144A ( IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A ("RULE 144A") UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR (2) PERSONS WHO ARE OUTSIDE OF THE UNITED STATES AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT IMPORTANT: You must read the following disclaimer before continuing. The following applies to the listing particulars (in preliminary or final form) following this page (the "Listing Particulars"), whether received by e-mail, accessed from an internet page or received as a result of electronic transmission, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Listing Particulars. In accessing the Listing Particulars, 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. The Listing Particulars have been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE OR A SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY EXCEPT (1) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S; (2) IN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS (EACH A "QIB") AS DEFINED IN RULE 144A; OR (3) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE LISTING PARTICULARS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. Confirmation of your Representation: In order to be eligible to view these Listing Particulars or make an investment decision with respect to the securities, you must either: (i) be outside the United States investing in the securities in an offshore transaction in reliance on Regulation S; or (ii) be a qualified institutional buyer (within the meaning of Rule 144A under the Securities Act). These Listing Particulars are being sent at your request and by accepting the e-mail and accessing these Listing Particulars, you shall be deemed to have represented to us that (1) you understand and agree to the terms set out herein; (2) in respect of securities being offered in an offshore transaction pursuant to Regulation S, you are outside the United States, and that the e-mail address to which, pursuant to your request, the Listing Particulars have been delivered by electronic transmission is not located in the United States for the purposes of Regulation S under the Securities Act; (3) in respect of securities offered and sold in reliance on Rule 144A, you are a QIB; (4) you consent to delivery by electronic transmission of these Listing Particulars; (5) you will not transmit the Listing Particulars (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 our consent; and (6) 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 of the securities. These Listing Particulars have 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 electronic transmission and consequently none of ING Bank N.V., London Branch, J.P. Morgan Securities plc, Raiffeisen Bank International AG, SIB (Cyprus) Limited, UniCredit Bank AG or VTB Capital plc (together, the "Managers"), Global Ports (Finance) PLC (the "Issuer"), or any of their respective subsidiaries, nor any person who controls either of them or any director, officer, employee nor agent of either of them, or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Listing Particulars distributed to you in electronic format and the hard copy version available to you on request from the Managers. You are reminded that these Listing Particulars have been delivered to you on the basis that you are a person into whose possession these Listing Particulars may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver these Listing Particulars to any other person. You may not transmit the attached Listing Particulars (or any copy of them or part thereof) or disclose, whether orally or in writing, any of their contents to any other person except with the consent of the Managers. If you receive this document by e-mail, you should not reply by e-mail to this announcement. Any reply e-mail communications, including those you generate by using the "Reply" function on your e-mail software, will be ignored or rejected. If you receive this document by e-mail, your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of the Issuer in such jurisdiction. Restrictions: The attached Listing Particulars are being furnished in connection with an offering exempt from registration under the Securities Act. Nothing in this electronic transmission constitutes an offer of securities for sale in the United States. Recipients of these Listing Particulars 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 these Listing Particulars. Securities to be issued will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold within the United States (as such terms are defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. These Listing Particulars are being distributed only to and directed only at (i) persons who are outside the United Kingdom, or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (iii) high net worth entities and other persons falling within Article 49(2)(a) to (d) of the Order, or (iv) those persons to whom it may otherwise lawfully be distributed in accordance with the Order (all such persons together being referred to as relevant persons). The Listing Particulars are directed only to relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which these Listing Particulars relates is available only to relevant persons and will be engaged in only with relevant persons. NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES GLOBAL PORTS (FINANCE) PLC (incorporated under the laws of Cyprus) as issuer of U.S.$350,000,000 6.50% guaranteed notes due 2023 initially unconditionally and irrevocably guaranteed on a joint and several basis by GLOBAL PORTS INVESTMENTS PLC (incorporated under the laws of Cyprus) and First Container Terminal Incorporated Joint-stock company "Petrolesport" Vostochnaya Stevedoring Limited Liability Company (each incorporated under the laws of the Russian Federation) Issue price of Notes: 100% Global Ports (Finance) PLC (the "Issuer"), a wholly owned subsidiary of Global Ports Investments PLC (the "Company") is issuing U.S.$350,000,000 aggregate principal amount of 6.50% guaranteed notes due 2023 (the "Notes"). The Notes are initially unconditionally and irrevocably guaranteed (the "Initial Guarantees") by the Company, First Container Terminal Incorporated ("FCT"), Joint-stock company "Petrolesport" ("PLP") and Vostochnaya Stevedoring Limited Liability Company ("VSC" and, together with the Company, FCT and PLP, the "Initial Guarantors" and each an "Initial Guarantor") under a deed of guarantee between the Guarantors and the Trustee (as defined below) dated on or about the date of the Trust Deed (as defined below) (the "Deed of Guarantee"). Pursuant to the Terms and Conditions of the Notes (the "Conditions"), the Company has undertaken to procure that any of its Subsidiaries upon becoming a Material Subsidiary after the Issue Date (and subject to certain conditions) gives an Additional Guarantee (all as defined, and in the manner prescribed, in the Conditions) in favour of the Trustee no later than 180 calendar days upon becoming a Material Subsidiary (the "Additional Guarantees" and, together with the Initial Guarantees, the "Guarantees" and each a "Guarantee") substantially in the form of the deed of accession to the Deed of Guarantee set out in the Schedule to the Deed of Guarantee (an "Additional Guarantor").
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