RUSSIAN DIRECT INVESTMENT FUND (RDIF)

OVERVIEW OF RDIF FORMATION PROCESS: MISSION, OBJECTIVES, GEOGRAPHY

To become catalyst for attracting direct investments, talent and technologies into the Fund mission Russian economy by carrying out profitable investments

• Carrying out profitable investments Fund objectives • Attracting foreign direct investments into the Russian economy

• A growing middle class Investment themes • Significant opportunities and growing demand for new infrastructure • Import substitution • Sectors where has sustainable competitive advantage • Opportunities to radically increase in efficiency of Russian producers

• Predominantly, Russian Federation Investment geography • Foreign investments not to exceed 20% of the Fund • Investments in foreign companies must be approved by 75% of votes of the Investment Committee / Supervisory Board… • …and only subject to (а) providing access to breakthrough technologies in priority innovation and modernization sectors, or (b) having strategic importance within the CIS

• Broad range of sectors that are of interest to different types of co-investors Target sectors

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OVERVIEW OF RDIF FORMATION PROCESS: INVESTMENT CRITERIA

• RDIF can invest only with a co-investor or a group of co-investors in the ratio of not Mandatory co-investment less than 1:1 co-investor / RDIF

• Co-investor must have at least $1 billion of assets under management,or have market capitalization of at least $1 billion or annual turnover of at least $1 billion and EBITDA of at least$150 million*

• Minimum deal size - $50 million equity investment in one project Size of investment • Maximum deal size - $500 million equity investment in one project

• Ownership in the company of less than 50% + 1 share

• The Fund cannot be the largest shareholder Ownership • Expected exit in 5-7 years

Investment horizon * According to the latest audited financial statements

Co-investment is an unprecedented mechanism in the world practice targeted at (а) maximizing the quality of RDIF investments and (b) attracting foreign direct investments into the Russian economy

p. 3 COOPERATION WITH INTERNATIONAL CO-INVESTORS: TYPES OF CO-INVESTORS

International investors of two types:

LONG-TERM FINANCIAL INVESTORS STRATEGIC INVESTORS

• Sovereign wealth funds • Leading industry players

• Pensions and insurance funds

• funds • Market capitalisation or revenues in excess of $1 billion + EBITDA in excess of $150 million

Assets under management in excess of $1 billion

p. 4 COOPERATION WITH INTERNATIONAL CO-INVESTORS: INITIATION OF DEALS

Two types of deals:

1. Deals initiated by international investors

• RDIF focusses on analysis of due diligence, conducted by the investor who initiated the deal and protection of own interests in the deal

• Faster process (3-4 months)

2. Deals initiated by RDIF

• RDIF conducts a thorough analysis of the investment opportunity and proposes the opportunity to co-invest to 5-7 co-investors, selected on the basis of distribution of 2-3 page description of the investment opportunity to all potential co-investors of RDIF

• The funds are selected based on expressed interest to invest the maximum amount of funds

• A more thorough process – 4-5 months; as a result its possible to invest alongside 1-2 co-investors

In both cases co-investors receive access to due diligence materials of RDIF, but conduct independent analysis of the investment opportunity and make decisions independently of RDIF

p. 5 INVESTMENT PROGRAM FOR PRE-IPO PROJECTS TO BE LISTED ON MICEX-RTS • A joint marketing program between RDIF and leading global investors to jointly evaluate Mission and invest in pre-IPO transactions for Russian target corporates

• BlackRock Investment Management (UK) Limited (biggest asset manager in the world) Consortium members • Templeton Asset Management Ltd. (a leading asset manager with focus on emerging markets) • European Special Situations Group

• Minority investments into Russian target corporates with a minimum transaction size of Investment parameters $100-200 million occurring 6-18 months before an IPO priced at a sufficient IPO discount to generate target returns for RDIF and co-investors

• Market leading Russian companies in key growth sectors with annual turnover and target Target companies equity market capitalisation up to $1 billion • Companies can be privately or state owned including those that are part of the government’s privatization program

• Exposure to Russian growth companies on preferred terms Benefits for co-investors • Attractive valuations driven by willingness of Russian target corporates to secure investment from co-investors and RDIF in advance of an IPO • No fees • Fast track government approvals based on supporting development of Russian domestic IPO market • Guaranteed IPO allocations and early access to management

Management • Program will be managed by RDIF

The MOU was signed on 21 June 2012 during a meeting between President Putin and leading international investors at the St. Petersburg Economic Forum p. 6 AUTOMATIC CO-INVESTMENT MECHANISM

RDIF announced the launch of the automatic co-investment mechanism during a meeting between President Putin and the heads of largest global investment funds with assets under management in excess of $5 trillion as part of the St. Petersburg Economic Forum 2012

Mission • An investment mechanism that allows international investors to automatically invest in every RDIF transaction

• The first participant of the mechanism - Kuwait Investment Authority (KIA), with assets under Participants management of $296 billion • As part of this initiative, KIA will invest $500 million in the Russian economy

• Automatic participation in every RDIF transaction Investment parameters • RDIF responsible for evaluating opportunities and monitoring portfolio companies

• Access to fast-growing Russian economy Benefits for co-investors • Opportunity to invest in leading companies at attractive valuations • Experiences local partner with government support • Substantial potential to add value in portfolio companies

• Mechanism will be managed by RDIF Management

p. 7 RUSSIA-CHINA INVESTMENT FUND

• 5 June 2012: Russian Direct Investment Fund (RDIF) and China Investment Corporation (CIC) - Chinese with assets of $410 billion) -in the presence of Russian and Chinese leaders signed a memorandum on completion of creation of the Russia-China Investment Fund • The assets of the Fund will amount to up to $3-4 billion:  CIC and RDIF will invest $1 billion each  An additional $1-2 billion is expected to be raised from Chinese institutional investors

• The Fund was created for direct investments in projects primarily in the Russian Federation and only in those industries and projects that have been approved by RDIF • RDIF will take the main responsibility for building up the professional investment team, fund management and defining the funds’ investment projects portfolio • RDIF will own 60% of the management company, and CIC will own 40%

The creation of the Fund will attract investments from China into industries and companies that support dynamic growth of the Russian economy, and will allow for Russian governments’ control over major Chinese investment projects in Russia

p. 8 RDIF GOVERNANCE MECHANISMS: RDIF STRUCTURE AND MANAGEMENT BODIES Key development and International international trade bank, chaired by Prime Auditor Minister Dmitry Medvedev audit International Advisory 100% sole investor Board ownership advice

RDIF Russian Direct Investment Fund

MANAGEMENT COMPANY CEMF Management (RDIF) Three levels of governance: Agreement

I. STRATEGIC: Supervisory Board Stakes • Investment strategy in projects • Rules and procedures • Approval of large transactions over $250 million ИНВЕСТОРЫ • Approval of transactions, for which special permit was ИНВЕСТОРЫ (LimitedPORTFOLIO Partners) requested by Investment Committee (Limited Partners) COMPANIES II. INVESTMENT: Investment Committee • Approval of investment transactions Stakes III. OPERATIONAL: Chief Executive Officer and Executive Board in projects • Management team possesses significant investment experience • Day-to-day guidance of origination, assessment, structuring and execution Financial and Strategic • Hiring and management of investment team Investors • Preparation of recommendations for Supervisory Board and Investment Committee

p. 9 RDIF GOVERNANCE MECHANISMS: SUPERVISORY BOARD

ALEXEY ULYUKAYEV SERGEY IVANOV Chairman of the Head of Presidential Administration Supervisory Board of the Russian Federation First Deputy Chairman Russian Central Bank

ELVIRA NABIULLINA ANDREY BELOUSOV Aide on Economic Affairs to the Minister of Economic Development of the President of the Russian Federation Russian Federation

ANTON SILUANOV VLADIMIR DMITRIEV Minister of Finance of the Chairman Russian Federation Vnesheconombank

KIRILL DMITRIEV LAURENT VIGIER CEO Director of European International Affairs Russian Direct Investment Fund Caisse des Dépôts Group

JOSH LERNER Jacob H. Schiff Professor of

p. 10 RDIF GOVERNANCE MECHANISMS: INTERNATIONAL ADVISORY BOARD

LOU JIWEI LEON BLACK Chairman and CEO Chairman and CEO China Investment Corporation Apollo Global Management (*Assets under management $482B) ($72B)

BADER MOHAMMAD AL-SA’AD DAVID BONDERMAN Managing Director Managing Partner Kuwait Investment Authority TPG ($296B) ($48B)

CHONG-SUK CHOI MARTIN HALUSA Chairman and CEO CEO Korea Investment Corporation Apax Partners ($37B) ($40B)

DR TEH KOK PENG JOSEPH SCHULL Advisor to the Group Executive Committee and Head of European operations Chairman of the China Business Group Warburg Pincus GIC (Singapore) ($35B) ($100B) STEPHEN SCHWARZMAN RICHARD DALEY Chairman and CEO Distinguished senior fellow, the Harris School of Blackstone Group Public Policy, University of Chicago; ($129B) Mayor of Chicago from 1989 to 2011

KURT BJORKLUND Co-managing Partner Permira ($28B) p. 11 RDIF GOVERNANCE MECHANISMS: INVESTMENT TEAM

Name Position Experience

Kirill Dmitriev Chief Executive Officer • Was head of Icon Private Equity in 2007-2011 • In 2002-2007 was Co-Managing Partner and Chief Executive Officer of Delta Private Equity Partners, a leading private equity fund in Russia • 2005-2006 was chairman of the Russian Association of Private Equity and • Previously worked as an investment banker with Goldman Sachs in New York and as a consultant with McKinsey & Company in Los Angeles, and Prague Alexei Chekunkov Director • Was a Managing Partner at the investment and advisory firm he founded in 2009, New Nations Capital • Was a Managing Director at UGC, a mining investment firm sponsored by Alfa Group • Was a Vice President at Delta Private Equity, one of the leading private equity firms in Russia Sean Glodek Director • Director at Darby Private Equity (Franklin Templeton Investments), managing the European fund dedicated to equity and debt investments across Central and Eastern Europe (CEE), Russia and Turkey • Investment banker at Goldman Sachs, Lehman Brothers, and in New York • Investment professional at Clayton, Dubilier & Rice in New York and London Richard Ogdon Director • Was Chief Risk and Capital Officer for Troika Dialog, a leading investment bank in Russia, and a Member of the Troika Dialog Management Board and Board of Directors • Held two positions at Uralsib Financial Corporation: head of Corporate Finance and Co-Head of Private Equity • Was Head of Investment Banking at Troika Dialog and one of the founders of UBS Warburg in Russia Konstantin Ryzhkov Director • Has 14 years of investment and merchant banking experience • Was Managing Director and Advisor to the President of International Investment Bank • Participated in the creation of the investment banking business at VTB • Started his career in the USA at NationsBanc Securities (later Banc of America Securities) in Project Finance and later in Corporate Finance Tagir Sitdekov Director • Has been involved in Russian private equity for the last 10 years • Was as Managing Director at A-1, a direct investment arm of Alfa Group • Served as Chief Financial Officer at the power generating company OJSC Sochi TES (a subsidiary of RAO Unified Energy System of Russia) Alexey Germanovich Director • Over 13 years of experience in supporting large transactions (communications, government relations) • Was Deputy CEO of Severstal and Head of the Transport and Infrastructure Center at the Skolkovo Business school Konstantin Olefir General Counsel • Was General Counsel and Member of the Board of Deutsche Bank Moscow and before that at United Company RUSAL. Worked for a number of years at US law firms. SkaddenArps Slate Meagher & Flom and Cleary Gottlieb Steen & Hamilton Walid Kamhawi Senior Advisor • 16 years overall investment and merchant banking experience in New York, London, Hong Kong and Dubai • Was a managing director at Blackstone Group, where he worked for 12 years and has been involved in over $20 billion of private equity transactions as a member of Blackstone’s corporate private equity group • Previously, was at Bear Steams M&A division p. 12 FINANCIAL EXCHANGES INVESTMENT ACTIVITY: ACQUISITION OF 7.5% IN MICEX-RTS

Company overview Transaction structure

• MICEX-RTS is an integrated exchange structure that • Acquisition of 7.5% of ordinary shares of the provides electronic trade organization, clearing and Company by a consortium of EBRD and RDIF settlements on trades, and depository and • RDIF stake will be 1.25% information services • Proceeds for the investment will be used for: • Introduction of new IT systems, further • The Company was founded as a result of the modernisation and infrastructure development merger between Russia’s two leading exchanges, • Re-financing of loans obtained by MICEX for MICEX and RTS consolidation of its shareholder base • The Company’s main objectives main goals are • Other strategic initiatives promoting the development of market mechanisms for fixing the representative exchange rate of the Russian rouble, contributing to the financial growth Deal pro’s of Russian companies and issuers, and attracting investments in Russia’s economy by providing • Consolidated market with one player: as a result of leading financial market infrastructure the merger, the company became the only point of • The Company will play an essential role in the access to Russia’s financial markets creation of a competitive financial centre in • Diversified company with exposure to all major Moscow financial products • Government support of the integration process • Significant synergies as a result of the merger p. 13 FINANCIAL EXCHANGES INVESTMENT ACTIVITY: ACQUISITION OF 3.41% IN MICEX-RTS

Company overview Transaction structure

• MICEX-RTS is an integrated exchange structure that • Acquisition of 3.41% of ordinary shares of the provides electronic trade organization, clearing and Company by a consortium of RDIF and Cartesian settlements on trades, and depository and • RDIF stake - 1.50% information services • Cartesian stake - 1.91% • The Company was founded as a result of the • Cartesian Capital Group - a global private equity fund merger between Russia’s two leading exchanges, focused on investments into emerging markets. The MICEX and RTS fund manages over $2 billion in assets • A part of RDIF stake that was acquired under this • The Company’s main objectives main goals are deal is to be sold to the world's global investors at a promoting the development of market mechanisms higher price. Agreement is reached to sell part of for fixing the representative exchange rate of the RDIF's stake to BlackRock - one of the leading Russian rouble, contributing to the financial growth investment fund in the world (a member of pre-IPO of Russian companies and issuers, and attracting Consortium, formed by RDIF) investments in Russia’s economy by providing leading financial market infrastructure Deal pro’s • The Company will play an essential role in the creation of a competitive financial centre in • Consolidated market with one player: as a result of Moscow the merger, the company became the only point of access to Russia’s financial markets • Diversified company • Government support of the integration process • Significant synergies as a result of the merger p. 14 ОGК-5: POWER GENERATION INVESTMENT ACTIVITY: ACQUISITION OF 26.43% IN ENEL OGK-5

Overview of Enel OGK-5 Deal structure

• The Company runs 4 large power plants with a total • Acquisition of 26.43% stakefor $625million capacity of 9,492 MW, about 4% of Russia's total • Proceeds from the investment will be used by the capacity seller (INTER RAO UES) to finance the investment program • The Company has operations in Central, South and • Investment with a consortium of 3 experienced Ural parts of Russia. OGK-5's stakes on the market and reputable investors: Xenon Capital Partners, are: 7% in Central region, 60% in South region and Macquarie Renaissance Infrastructure Fund 20% in Ural (MRIF), and AGCEquity Partners • RDIF raised about $3.5 of total investments and • OGK-5 is the No 6 player in the Russian power sector $2.3 of foreign investments, respectively, per $1 of in terms of installed capacity. own investment

Key investment highlights • OGK-5 is a public company, the IPO took place in October 2006 and the shares are listed on Russian • One of the most efficient players on the market stock exchanges (MICEX, RTS) but lack liquidity • Improving cash generation profile after the end of mandatory CAPEX program in H1 2011 • Attractive valuation: acquisition cost of the stake is minimal compared to previous transactions

p. 15 ОGК-5: POWER GENERATION INVESTMENT ACTIVITY: ACQUISITION OF 26.43% IN ENEL OGK-5

Stages of negotiations with seller and Transaction timeline consortium members • Discussions about the acquisition of 26.43% of Enel • 15 March 2012: transaction approved by Board of OGK-5 commenced in Autumn 2011 Directors of Inter RAO • An investor consortium consisting of RDIF, Xenon Capital Partners and MRIF was formed by the • 20 March 2012: application for acquisition of beginning of December 2011 26.43% shares of Enel OGK-5 filed with FAS • According to the initial offer of the seller, the • 12 April 2012: issuance of FAS approval for the acquisition cost of the shares was going to be $750 transaction million • 11 May 2012: the deal was officially closed and • During the negotiations by RDIF and other 26.43% of OGK-5 shares transferred to the consortium members, the price was reduced to Consortium $625 million. As part of the agreement: • 14 May 2012: deal completion announcement . Up to 4.4% of shares could be received from during which the final Consortium structure was the seller at exit in the case that returns for the disclosed consortium are below 18%

. The seller will received up to $125 million if the IRR of the project exceeds 18% • In April 2012 AGC Equity Partners, an international private equity fund backed by Middle Eastern institutions, joined the Consortium. OGK-5 is its first deal in Russia p. 16 MDMG: NETWORK OF PERINATAL CENTERS INVESTMENT ACTIVITY: ACQUISITION OF SHARES IN MDMG

Overview of the Company Deal structure

• MD Medical Group (MDMG) is the #1 private network • RDIF invested $50 million in the Company of “Mother and Child” perinatal clinics in Russia • Proceeds from the investment will be used by the • The company operates: company to fund the capital expansion program, aimed at building additional clinics and facilities o 1 hospital with 220 beds • RDIF attracted BlackRock Investment o 1 hospital with 220 beds, that will be launched Management, Siguler Guff’s Russia Partners, a by 2012YE market leading Russian private equity fund, and o 8 out-patient clinics (6 in Moscow, 1 in St. several other qualified institutional investors Petersburg and 1 in Ufa) o Owned ambulance (6 cars) Key investment highlights o Owned diagnostics laboratory • MDMG is led by founder and Chairman Dr Mark • #1 private perinatal clinic in Russia, comprising Kurtser, a pioneer of in-vitro fertilization and world- 20% of paid obstetrics in Moscow class maternity care services in Russia. • Highly profitable, cash generating asset • The company provides a full scope of medical • Favourable market conditions for patients inflow treatment services to meet all patients’ needs, and price growth due to lack of quality obstetrics starting from early maternity observation till out- services by government clinics patient care of children and family

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