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MERRILL CORPORATION BFAULKN// 9-NOV-07 07:12 DISK135:[07ZCV1.07ZCV78401]BE78401A.;42 mrll.fmt Free: 111DM/0D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 20-21 B Cs: 23762 25OCT200716053029 Offering of 10,643,618 Ordinary Shares A10.28.4 in the form of Shares and Global Depositary Receipts Offer Price Range: $72.50 per Share and $14.50 per Global Depositary Receipt This prospectus relates to an offering (the ‘‘Offering’’) by Hiuki Holding Limited, a limited liability company organized under the laws of A10.29.3.1 Cyprus (‘‘HHL’’), Mr. Andrey Molchanov, Mr. Mikhail Romanov, Mr. Georgy Vedernikov, Mr. Igor Levit and Mr. Yevgeny Yatsyshin A10.5.1.1 (together, the ‘‘Selling Shareholders’’), of 1,721,607 shares (the ‘‘Shares’’) and of 44,610,055 global depositary receipts (‘‘GDRs’’) representing ordinary shares, each with a nominal value of 0.25 rubles (‘‘Ordinary Shares’’), of OJSC LSR Group (the ‘‘Company’’) with five GDRs representing an interest in one Ordinary Share. We are seeking the approval of the United Kingdom Financial Services Authority (the ‘‘FSA’’) in accordance with the prospectus rules (the ‘‘Prospectus Rules’’) of the FSA made under section 73A of the Financial Services and Markets Act 2000 (‘‘FSMA’’) only in relation to the offering of the GDRs. We have not applied for any such approval of the FSA in relation to the offering of the Shares. The Shares and the GDRs are being offered in the United States to certain qualified institutional buyers (‘‘QIBs’’) as defined in, and in A10.21.1.5 reliance on, Rule 144A (‘‘Rule 144A’’) under the US Securities Act of 1933 (the ‘‘Securities Act’’) and outside the United States and the Russian Federation in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). The Shares are also being offered in the Russian Federation to certain investors in reliance on Regulation S. See ‘‘Subscription and Sale’’. One of the Selling Shareholders, Mr. Andrey Molchanov, has granted to the Underwriters (as defined under ‘‘Subscription and Sale’’) an A10.29.2.1 option (the ‘‘Over-allotment Option’’) exercisable on one or more occasions within 30 days after the announcement of the Offer Price, to purchase up to an additional 851,489 Ordinary Shares in the form of GDRs at the Offer Price, solely to cover over-allotments, if any, in the Offering. See ‘‘Subscription and Sale’’. Immediately following the Offering, the Company will offer to HHL in a closed subscription (the ‘‘Closed Subscription’’) 8,514,896 newly issued Ordinary Shares (the ‘‘New Shares’’). The price per New Share in the Closed Subscription will be equal to the Offer Price net of the portion of fees and expenses incurred in connection with the Offering. The Company’s existing Ordinary Shares have been admitted to list ‘‘I’’ on the Moscow Interbank Currency Exchange (‘‘MICEX’’) and the A10.30.1 Russian Trading System Stock Exchange (‘‘RTS’’), but are not actively traded. Prior to the Offering, there has been no market for the GDRs. This document, upon approval by the FSA, comprises a prospectus relating to the Company prepared in accordance with the Prospectus A10.29.2.3.7 Rules. Application has been made (1) to the FSA, in its capacity as competent authority under the FSMA, for a listing of up to A10.29.4.2 68,119,160 GDRs, consisting of up to 44,610,055 GDRs to be issued on or about November 15, 2007 (the ‘‘Closing Date’’), up to 4,257,445 GDRs to be issued in connection with the Over-allotment Option described above and up to 19,251,660 additional GDRs to be issued from time to time against the deposit of Ordinary Shares (to the extent permitted by law) with Deutsche Bank Trust Company Americas, as depositary (the ‘‘Depositary’’), to be admitted to the official list of the FSA (the ‘‘Official List’’) and (2) to the London Stock Exchange plc (the ‘‘London Stock Exchange’’), for such GDRs to be admitted to trading under the symbol LSRG on the London Stock Exchange’s market for listed securities through the International Order Book (‘‘IOB’’). The IOB is regulated for the purposes of Directive 2004/39/EC (the Markets in Financial Instruments Directive). Conditional trading in the GDRs through the IOB is expected to commence on an if-and-when-issued basis on or about November 9, 2007. Admission to the Official List and unconditional trading on the IOB (‘‘Admission’’) is expected to take place on or about the Closing Date. All dealings in the GDRs prior to the commencement of unconditional dealings will be of no effect if Admission does not take place and will be at the sole risk of the parties concerned. Application has also been made to have the GDRs designated eligible for The PORTAL Market of the Nasdaq Stock Market, Inc. (‘‘PORTAL’’). See ‘‘Risk Factors’’ to read about factors you should consider before buying the GDRs. The GDRs are of a specialist nature and should only be bought and traded by investors who are particularly knowledgeable in investment matters. The Offering does not constitute an offer to sell, or solicitation of an offer to buy, securities in any jurisdiction in which such offer or solicitation would be unlawful. The Shares and the GDRs have not been and will not be registered under the Securities Act and may not be offered or sold within the United States, except to QIBs in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, or outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers are hereby notified that sellers of the Shares and the GDRs may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a discussion of certain restrictions on transfers of the Shares and the GDRs, see ‘‘Description of The Global Depositary Receipts’’ and ‘‘Selling and Transfer Restrictions’’. The Shares and the GDRs are offered by the Underwriters when, as and if delivered to and accepted by the Underwriters and subject to their right to reject orders in whole or in part. The GDRs will be issued in global form. The GDRs offered and sold in the United States (the ‘‘Rule 144 GDRs’’) will be evidenced by a Master Rule 144A Global Depositary Receipt Certificate the ‘‘Master Rule 144A GDR Certificate’’ registered in the name of Cede & Co., as nominee for The Depositary Trust Company (‘‘DTC’’), and the GDRs offered and sold outside the United States will be evidenced by a Master Regulation S Global Depositary Receipt Certificate (the ‘‘Master Regulation S GDR A10.28.9 Certificate’’ and, together with the Master Rule 144A GDR Certificate, the ‘‘Master GDR Certificates’’) registered in the name of BT Globenet Nominees Limited, a nominee for Deutsche Bank AG, London Branch (‘‘Deutsche Bank’’), as common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (‘‘Euroclear’’), and Clearstream Banking, societ´ e´ anonyme (‘‘Clearstream’’). Except as described here, beneficial interests in the Master GDR Certificates will be shown as, and transfers thereof will be effected only through DTC with respect to the Rule 144A GDRs and Euroclear and Clearstream, Luxembourg with respect to the Regulation S GDRs. It is expected that delivery of the GDRs will be made against payment therefor in US dollars in same day funds through the facilities of DTC, Euroclear and Clearstream on or about the Closing Date. See ‘‘Settlement and Delivery’’. Joint Global Coordinators CREDIT SUISSE DEUTSCHE BANK Joint Bookrunners ABN AMRO ROTHSCHILD CREDIT SUISSE DEUTSCHE BANK Co-Lead Manager URALSIB FINANCIAL CORPORATION Prospectus dated November 9, 2007 23184-1 BREEZE (LSR GROUP) PROSPECTUS IPO Proj: P23184LON07 Job: 07ZCV78401 File: BE78401A.;42 Page Dim: 8.250 X 11.750⍯ Copy Dim: 40. X 64. MERRILL CORPORATION GTHOMAS// 9-NOV-07 00:12 DISK135:[07ZCV1.07ZCV78401]BF78401A.;57 mrll.fmt Free: 80D*/120D Foot: 0D/ 0D VJ RSeq: 1 Clr: 0 DISK024:[PAGER.PSTYLES]UNIVERSAL.BST;67 20-21 B Cs: 27455 IMPORTANT INFORMATION By accepting delivery of this prospectus, you agree to the following. This prospectus is being furnished by the Company solely for the purpose of enabling a prospective investor to consider the purchase of the Shares and GDRs. Any reproduction or distribution of this prospectus, in whole or in part, any disclosure of its contents or use of any information herein for any purpose other than considering an investment in the Shares and GDRs is prohibited, except to the extent that such information is otherwise publicly available. The Underwriters and Uralsib (as defined under ‘‘Subscription and Sale’’) make no representation, express or implied, nor accept any responsibility, with respect to the accuracy or completeness of any of the information in this prospectus. This prospectus is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by any of the Company, the Selling Shareholders, the Underwriters or Uralsib that any recipient of this prospectus should subscribe for or purchase the Shares and GDRs. Each potential subscriber or purchaser of Shares and GDRs should determine for itself the relevance of the information contained in this prospectus and its subscription or purchase of GDRs should be based upon such investigation, as it deems necessary. This prospectus, including the financial information included herein, is in compliance with the Prospectus Rules of the FSA, which comply with the provisions of Directive 2003/71/EC (‘‘Prospectus Directive’’) for the purpose of giving information with regard to the Company, the Selling Shareholders and the GDRs.

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