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OMZ (URALMASH-IZHORA GROUP) (Incorporated As an Open Joint-Stock Company Under the Laws of the Russian Federation)

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OMZ (URALMASH-IZHORA GROUP) (Incorporated As an Open Joint-Stock Company Under the Laws of the Russian Federation) LISTING PARTICULARS DATED 25 September 2003 OMZ (URALMASH-IZHORA GROUP) (incorporated as an open joint-stock company under the laws of the Russian Federation) Introduction to the Official List of Up to 2,000,000 Rule 144A American Depositary Receipts and up to 11,500,000 Level 1 American Depositary Receipts each representing one ordinary share of the Parent Company Applications have been made to the Financial Services Authority in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the “FSMA”) for a block listing of up to 2,000,000 Rule 144A American Depositary Receipts (each a “Rule 144A ADR”) and up to 11,500,000 Level 1 American Depositary Receipts (each a “Level 1 ADR” and, together with the Rule 144A ADRs, the “ADRs”) to be admitted to listing on the Official List of the Financial Services Authority (the “Official List”) and to trading on the London Stock Exchange plc’s (the “London Stock Exchange”) market for listed securities (the “Introduction”). Admission to the Official List together with admission to trading on the London Stock Exchange’s market for listed securities constitute official listing on a stock exchange. Application has been made for the ADRs to be quoted on the London Stock Exchange’s International Order Book. This document (the “Listing Particulars”) comprises listing particulars issued in compliance with the listing rules made under section 74 of the FSMA by the UK Listing Authority (the “Listing Rules”). A copy of these Listing Particulars has been delivered to the Registrar of Companies in England and Wales as required by section 83 of the FSMA. Each ADR represents one ordinary share, nominal value 0.1 roubles per ordinary share (the “Shares”) of open joint stock company Obedinennye Mashinostroitelnye Zavody (Uralmash-Izhora Group) (the “Parent Company” or “OMZ”). The Shares are currently traded on the Russian Trading System (“RTS”) and on the Moscow Interbank Currency Exchange (“MICEX”). Each Rule 144A ADR was issued pursuant to the deposit agreement (the “Rule 144A Deposit Agreement”) dated 15 January 1998 between the Parent Company and the Bank of New York, acting as depositary (the “Depositary”) and each Level 1 ADR was issued pursuant to the deposit agreement (the “Level 1 Deposit Agreement”) dated 16 January 2001 between the Parent Company and the Depositary. The Shares and the ADRs have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or with any securities regulatory authority in any State of the United States and may not be offered or sold within the United States or to, or for the account or benefit of, US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The ADRs are of a specialist nature and should normally only be bought and traded by investors who are particularly knowledgeable in investment matters. For a discussion of certain factors regarding the Company, the ADRs and the Shares which should be considered by prospective purchasers, see the section headed “Investment Considerations”. ING INVESTMENT BANKING Authorised adviser The Parent Company accepts responsibility for the information contained in these Listing Particulars. To the best of the knowledge and belief of the Parent Company (which has taken all reasonable care to ensure that such is the case) the information contained in these Listing Particulars is in accordance with the facts and does not omit anything likely to affect the import of such information. The Parent Company has confirmed to ING Bank N.V., London Branch, as authorised adviser to the Parent Company in its application to the UK Listing Authority (the “Authorised Adviser”) that these Listing Particulars contain all information regarding the Company, the ADRs and the Shares which is (in the context of the Introduction) material; such information is true and accurate in all material respects and is not misleading in any material respect; any opinions, predictions or intentions expressed in these Listing Particulars on the part of the Parent Company are honestly held or made and are not misleading in any material respect; these Listing Particulars do not omit to state any material fact necessary to make such information, opinions, predictions or intentions (in such context) not misleading in any material respect; and all proper enquiries have been made to ascertain and to verify the foregoing. The Parent Company has not authorised the making or provision of any representation or information regarding the Parent Company or the ADRs or the Shares other than as contained in these Listing Particulars or as approved for such purpose by the Parent Company. Any such representation or information should not be relied upon as having been authorised by the Parent Company. Neither the delivery of these Listing Particulars nor the offering, sale or delivery of any ADR or Share shall in any circumstances create any implication that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the condition (financial or otherwise) of the Company since the date of these Listing Particulars. These Listing Particulars do not constitute an offer of, or an invitation to subscribe for or purchase, any ADRs or Shares. The distribution of these Listing Particulars in certain jurisdictions may be restricted by law. Persons into whose possession these Listing Particulars come are required by the Parent Company to inform themselves about and to observe any such restrictions. No action is being taken in any jurisdiction to permit a general offering to the general public of the ADRs or the Shares or the distribution of these Listing Particulars in any jurisdiction where action would be required for such purposes. For a description of certain restrictions on transfers of Shares between ADR facilities, see the section headed “Transfer Restrictions and Settlement”. In particular, the ADRs and the Shares have not been and will not be registered under the Securities Act. Subject to certain exceptions, the ADRs and the Shares may not be offered or sold within the United States or to US persons. In addition, the Shares and the ADR’s may not be, and are not being, offered in the United Kingdom in circumstances which would require a prospectus to have been registered in the United Kingdom under the Public Offers of Securities Regulation 1995 (as amended). No document issued in connection with the Introduction may be copied, reproduced or distributed to any person in the United Kingdom unless that person is of the kind described in Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) or is a person to whom this document may otherwise be lawfully issued or passed on. All applicable provisions of the Financial Markets and Services Act 2000 must be complied with in respect of anything done in relation to the Shares or ADRs in, from or otherwise involving the United Kingdom, meaning of the Regulations or otherwise in compliance with all applicable provisions of the Regulations. In these Listing Particulars, unless otherwise specified, references to “US$”, “US dollars” or “dollars” are to United States dollars and references to “RR” or “rouble” are to Russian roubles. Certain figures included in these Listing Particulars have been subject to rounding adjustments; accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them. These Listing Particulars contain forward-looking statements. These statements express views of the Parent Company and expectations based upon certain assumptions regarding trends in the Russian and 2 international financial markets and economies, the political climate in the Russian Federation and the Confederation of Independent States (the “CIS”) and other factors. These statements can be identified by the use of words such as “may”, “will”, “should”, “expect”, “anticipate”, “estimate”, “believe”, “continue” and similar terminology. Potential investors in the ADRs and the Shares are advised that there can be no assurance that these assumptions will prove to be correct, that the actual effects of the assumptions, even if correct, will be the same as the anticipated effects or that any such differences will not be material. In particular, the actual financial condition of the Company and the value of the ADRs and the Shares may be adversely affected by future developments affecting inflation, interest rates, taxation, social instability or other economic, political or diplomatic or other matters, over which the Company has no control. Prospective investors are cautioned not to place undue reliance on statements in this document that are forward-looking in nature. 3 CONTENTS Page Summary . 5 Summary Financial Information Relating to the Company . 9 Investment Considerations . 12 Exchange Rates . 31 The Company. 32 Directors, Senior Management and Employees . 80 Dividends and Dividend Policy. 86 Description of the Shares . 87 Terms and Conditions of the Level 1 ADRs . 96 Terms and Conditions of the Rule 144A ADRs . 111 Transfer Restrictions and Settlement. 128 Taxation . 129 General Information . 136 Financial Statements and Auditors’ Report . F-1 4 SUMMARY The following summary is qualified in its entirety by the more detailed information appearing elsewhere in these Listing Particulars. In particular, prospective investors should note that the Parent Company has prepared consolidated financial statements for the years ending 31 December 2000, 2001 and 2002 in accordance with United States Generally Accepted Accounting Principles (“US GAAP”) which are included on pages F-1 to F-52 of these Listing Particulars. Prospective investors should carefully consider the information set out in the section headed “Investment Considerations” before making an investment decision.
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