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2, 3-ya ulitsa Yamskogo Polya, bld. 7, office 301, , 125040 Tel.: +7 (495) 717-01-01 +7 (495) 557-07-97 www.evcons.ru

REPORT No. 134/16 dated June 29, 2016

On determination of price of one ordinary registered share of the (state registration number 1-05-8443-H dated 16.11.2011)

Customer: Moscow Exchange Contractor: Everest Consulting

Moscow 2016

EVEREST Consulting LLC

1 Att: Evgeny Fetisov CFO Moscow Exchange

Dear Evgeny, Under Agreement No.134/16 dated 16.06.2016 executed by and between Everest Consulting Limited Liability Company (hereinafter Everest Consulting LLC, the Contractor), and Public Joint- Company Moscow Exchange MICEX-RTS (hereinafter the Moscow Exchange, the Customer), the appraiser employed by the Contractor (hereinafter the Appraiser) carried out valuation of one registered ordinary share of the Moscow Exchange (hereinafter the Object of Valuation). The principle task and intended use of valuation was to measure the market price of the Object of Valuation for the purpose of share buyback from shareholders who voted against the corporate restructuring or failed to participate in voting in pursuance with clause 1 and clause 3 Article 75 of the Federal Law No.208-FZ On Joint-stock Companies dated 26 December 1995. The valuation was done in accordance with the Federal Law No.135-FZ On Valuation Activity in the Russian Federation dated 29 July 1998, Federal Evaluation Standard General Concepts of the Valuation, Approaches and Requirements to Carrying Out the Valuation (FES No.1) approved by the Order of the Ministry of Economy No. 297 dated 20 May 2015; Federal Evaluation Standard Purpose of the Assessment and Cost Types (FES No.2) approved by the Order of the Ministry of Economy No. 299 dated 20 May 2015; Federal Evaluation Standard Requirements to the Valuation Report (FES No.3) approved by the Order of the Ministry of Economy No. 299 dated 20 May 2015; and Federal Evaluation Standard Business Valuation (FES No.8) approved by the Order of the Ministry of Economy No. 326 dated 1 June 2015. The Report presents description of the Object of Valuation, facts obtained by the Appraiser, analysis milestones description, findings substantiation, as well as assumptions and limitations applied to calculation of the Object of Valuation price and deliverables applicability scope. The Appraiser was not tasked with, and thus bears no responsibility for the Object of Valuation legal status description, as well as issues that imply legal aspect discussion regarding Object of Valuation ownership. Calculations made, assumption and limitations applied, as well as price calculations are presented in the relevant sections of the Report. The Report shall be interpreted only in its entirety and with all assumptions and limitations applied. Based on calculations made and findings analysed, it is found that the market price of one registered ordinary share of the Moscow Exchange (issue registration number 1-05-08443- Н, issue date 16 September, 2011) as of 1 June 2016 equals RUB 106 (one hundred and six 00/100). Our opinion above is based on calculations, opinions and other insights drawn from the market research, Appraiser’s personal experience and expertise, and also from business meetings. Information sources and calculation method are disclosed in the relevant section of the Report. If you have any further questions regarding valuation or our opinion, please do not hesitate to contact us. Sincerely yours, A.V. Zhuravlev Director General, Everest Consulting LLC

2 TABLE OF CONTENTS

1. GENERAL INFORMATION ...... ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. 1.1. Scope of Work ...... Ошибка! Закладка не определена. 1.2. Evaluation Standards Applied ...... 1 1.3. Assumptions Made in Object Evaluation ...... 7 1.4. Information about the Evaluation Customer and the Appraiser ...... 8 1.5. Information about All Organizations and Specialists Involved in Evaluation and Preparation of Evaluation Report ...... Ошибка! Закладка не определена. 1.6. Basic Facts and Key Findings ...... 10 1.7. Definition of the Terms Used ...... Ошибка! Закладка не определена. 2. DESCRIPTION OF THE OBJECT OF EVALUATION ...... ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. 3. ANALYSIS OF THE COMPANY’S FINANCIAL AND ECONOMIC ACTIVITIES ...... ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. 3.1. Summary of Results ...... Ошибка! Закладка не определена. 3.2. Results of 2015 and Plans for 2016 by Segments ...... 38 3.2.1. ...... Ошибка! Закладка не определена. 3.2.2. Futures and Options Market and SDFIs (Standardized Derivative Financial Instruments) ...... 42 3.2.3. Exchange Market ...... 43 3.2.4. Market ...... 45 3.2.5. ...... Ошибка! Закладка не определена. 3.3. Posttrading Services ...... Ошибка! Закладка не определена. 3.3.1. Activities ...... Ошибка! Закладка не определена. 3.3.2. Activities of the National Settlement Depository ...... 50 3.4. Information Products ...... Ошибка! Закладка не определена. 3.4.1. Indices ...... Ошибка! Закладка не определена. 3.4.2. Analytical Products ...... Ошибка! Закладка не определена. 3.4.3. Securities Database ...... Ошибка! Закладка не определена. 3.5. Customer Service ...... Ошибка! Закладка не определена. 3.5.1. Market Access ...... Ошибка! Закладка не определена. 3.5.2. Information Technology ...... Ошибка! Закладка не определена. 3.5.3. Technology of Access to Products and Services ...... 57 3.5.4. Global Infrastructure of Connection to the Moscow Exchange ...... 57 4. EVALUATION PROCESS DESCRIPTION ...... 58 4.1. Sequence of Actions at Determination of the Assessed Object Value ...... 58 4.2. Description of Approaches to Evaluation ...... 59 4.3. Choice of Approaches to Evaluation ...... 63 5. DETERMINATION OF MARKET VALUE OF THE ASSESSED OBJECT WITHIN INCOME APPROACH ...... 64 5.1. General Provisions ...... Ошибка! Закладка не определена. 5.2. Stages of of Discounted Cash Flow Method ...... 64 5.3. Choice of the Forecast Period Duration ...... 65

3 5.4. Choice of Cash Flow Type ...... 65 5.5. Macroeconomic Assumptions ...... 66 5.6. Income and Expenses Estimates ...... 67 5.7. Investment Forecast...... 72 5.8. Forecast of Working Capital ...... Ошибка! Закладка не определена. 5.9. Discount Rate Calculation ...... Ошибка! Закладка не определена. 5.10. Terminal Value Calculation...... Ошибка! Закладка не определена. 5.11. Calculation of the Current Value of Cash Flows ...... 79 5.12. Introducing Final Amendments and Deriving the Final Value within the Income Approach ...... 81 6. DETERMINATION OF THE MARKET VALUE WITHIN THE COMPARATIVE APPROACH ...... 82 6.1. General Provisions ...... Ошибка! Закладка не определена. 6.2. Cost Estimate on the Basis of Information about the Prices of Transactions with Shares of the Evaluated Company ...... 83 7. ADJUSTMENT OF EVALUATION RESULTS AND DERIVING THE FINAL VALUE OF THE ASSESSED OBJECT ...... 84 7.1. Adjustment of the Results Obtained Using Different Approaches ...... 84 7.2. Applying Discounts ...... Ошибка! Закладка не определена. 8. STATEMENT OF SERVICE QUALITY ...... ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. 9. REFERENCE INDEX ...... ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. APPENDIX 1. MACROECONOMIC OVERVIEW ...... 88 APPENDIX 2. INDUSTRY OVERVIEW ...... 92 APPENDIX 3. DOCUMENTS REGULATING THE CONTRACTOR'S ACTIVITIES ...... ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. APPENDIX 4. DOCUMENTS PROVIDED BY THE CUSTOMER (DOCUMENTS ESTABLISHING QUANTITATIVE AND QUALITATIVE SPECIFICATIONS OF THE ASSESSED OBJECT).. ОШИБКА! ЗАКЛАДКА НЕ ОПРЕДЕЛЕНА. APPENDIX 5. MATERIAL USED BY THE APPRAISER ...... 101

4 GENERAL INFORMATION

Scope of Work Object of Evaluation One registered ordinary share of Moscow Exchange

Registration number of the issue 1-05-08443-Н

Date of issue 16.09.2011

OGRN (Primary State Registration Number) 1027739387411

Date of OGRN assignment 16.10.2002

Two billion two hundred seventy-eight million six hundred thirty-six thousand and four hundred ninety-three Authorized capital of Moscow Exchange (2,278,636,493) rubles

Principal activities of the Issuer Activity on organization of trading in financial markets

- The Central of the Russian Federation - 11.768% of the authorized capital;

- Public Joint Stock Company Sberbank of - 9.992% of the authorized capital;

- The State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) - 8.395 % of the The company owners as at the valuation date authorized capital;

- European Bank for Reconstruction and Development - 6.064% of the authorized capital;

- Limited Liability Company RFPI (Russian Direct Investment Fund) Investment Management-6 - 5.261%

Information on profit distribution of the company carrying Dividends were paid every year during the last 9 years out business for the representative period Rights for the evaluated object taken into account when Shareholder’s ownership rights. determining the value of the object of evaluation Moscow Exchange is the issuer of shares (the assessed object)

Purpose of evaluation Determination of the market value of the Assessed Object

Intended use of evaluation results Evaluation results will be used for the purpose of announcement of shares redemption from the shareholders who voted against the restructuring or did not take part in the voting in accordance with sub-par. 1 and 3 of Article 75 of Federal law No. 208-FZ "On Joint-Stock Companies" dated 26.12.1995

5 Cost type Market value

Date of evaluation 01 June 2016

Assumptions on which the evaluation is based See. Section 1.3

1.2. Applicable appraisal standards In accordance with Article 20 of the Federal law "On appraisal activities in the Russian Federation" No. 135-FS dated 29/07/1998, the federal appraisal standards are developed by the National Board with reference to international appraisal standards. Once developed, federal appraisal standards are filed by the National Board with the competent federal regulator for approval

As of the appraisal date, the following federal appraisal standards approved by the Ministry for Economic Development and Trade of the Russian Federation were in effect and were used as the basis for our Analysis:

 Federal Appraisal Standard "General appraisal concepts, appraisal approaches and requirements to appraisal" (FAS No. 1), approved by the Economic Development Ministry Order No. 297 dated 20/05/2015;  Federal Appraisal Standard "Appraisal goal and types of value" (FAS No. 2), approved by the Economic Development Ministry Order No. 298 dated 20/05/2015;  Federal Appraisal Standard "Requirements to appraisal report" (FAS No. 3), approved by the Economic Development Ministry Order No. 299 dated 20/05/2015;  Federal Appraisal Standard "Appraising a business" (FAS No. 8), approved by the Economic Development Ministry Order No. 326 dated 01/06/2015. This appraisal was conducted in accordance with the requirements of the Federal Law "On appraisal activities in the Russian Federation" and the approved federal appraisal standards.

In accordance with Article 20 of the Federal Law "On appraisal activities in the Russian Federation" No. 135-FS dated 29/07/1998, the standards and rules of appraisal activities are to be developed and approved by the self-regulated appraisers' organisation.

For the purposes of this appraisal, the Appraiser used the standards and rules of the Interregional self-regulated non- profit organisation – The Professional Experts and Appraisers Society (a Non-Profit Partnership) (hereinafter, the PEAS).

6 1.3. Assumptions underlying Property appraisal This appraisal is based on the following assumptions:

. For the purposes of this appraisal, the appraised property market value calculation is made assuming 100% control (1 share in a 100% package); . Appraisal is conducted assuming non-existence of any encumbrances of the rights appraised, except as indicated in the evidences of title or reference information provided by the Customer (owner), appraisers do not assume any responsibility either for the existence of any omitted facts, or for the requirement to identify the same; . Appraisal is based on the assumption that the Client provided sufficient and reliable information on the property appraised; . The appraisal report contains the appraisers' professional judgement in relation to the appraised property value only for the purposes indicated and as of the appraised property value determination date; . Financial reports and other necessary information provided by the Client or its representatives in the course of appraisal are accepted without any cross-examination as fully and correctly reflecting the conditions surrounding the entity operations and the results of such operations in relation to the respective periods; . Appraisers believe commonly accessible sources of industry and statistical information to be reliable, but they do not make any conclusion as to the accuracy or completeness of such information, and receive such information as is. Appraisers do not assume responsibility for any subsequent changes in any social, economic, legal, or natural conditions that might affect the appraised property value; . By way of their provision of appraisal services, the appraisers do not perform any specific due diligence, including legal due diligence of the appraised property legal standing, construction/technical, technological and environmental due diligence of property items, audit of the financial statements, or inventory count of the property elements; . If the property examination date is later than the value determination date, the Appraiser assumes that no qualitative or quantitative changes to the property appraised took place in the period from the value determination date to the examination date; . Appraisers do not guarantee that any results expected by the Client will be achieved as actual results may differ substantially from what is expected. Achievement of the expected results will depend not only on any management acts, plans, or assumptions, but also on applicable macroeconomic factors; . The opinion on the value is based on the assumption that the current level of management competence and efficiency will be retained going forward, and that the nature of the entity operations will not change considerably in the case of a sale, reorganisation, change, or reduction of a membership interest;

7 . This report and the final value indicated herein may only be used by the Client for the specific purposes indicated in the report. The appraisers are not responsible for any disclosure, by the Client, of the appraisal report data beyond the intended use of the appraisal results; . Neither the report as a whole, nor any part thereof (in particular, the opinion on value, details of the appraisers and the Contractor, as well as any reference to professional activity) may be disseminated via advertisement, PR, mass media, mail, direct send or any other means of communication without the Contractor's prior written consent and endorsement; . Future maintenance of the appraisal, including the giving of testimony or appearance in court, will not be required from the appraisers or the Contractor, unless previously agreed in writing; . The appraised property value appraisal results are based on the information existing at the appraisal date, and may be seen as recommended for the purposes of entering into a transaction involving the property appraised if not more than 6 months has passed from the appraisal report issuance date to the appraised property transaction date or the public offer issuance date; . All computations are based on the Moscow Exchange consolidated statements. . All computations are made by the appraisers using the Microsoft Excel software. The spreadsheets embedded in the report contain rounded indicator values. Final indicators are determined based on precise data. Therefore, where final figures are re-calculated using rounded values, the results may differ slightly from those indicated in the report; . This Report is only valid if used in its entirety. Annexes hereto are an integral part of this Report. More specific suppositions, assumptions or restricting circumstances are described in the body text of this Report.

1.4. Details of Appraisal Client and Appraiser Customer/Client Moscow Exchange

Form of incorporation Public Joint-Stock Company

Full company name Public Joint-Stock Company “Moscow Exchange MICEX-RTS”

Requisites INN (Individual Taxpayer’s Number) 7702077840

OGRN (Primary State Registration Number) 1027739387411

Date of OGRN issue: 16.10.2002

8 Account No. 40701810000000000232 in NSD JSC, Moscow

Correspondent Account No. 30105810100000000505, sort code: 044583505

Address: Moscow, 13 Bolshoy Kislovskiy pereulok

Appraiser Irina Kirillovna Karpova

Appraiser's membership in the self-regulated appraisers' Member of the Interregional self-regulated non-profit organisation – The Professional Experts and Appraisers Society organisation (a Non-Profit Partnership) (the PEAS) (located at: Moscow, Zorge Street, 22A, Sokol Bridge business centre, Level 9), the PEAS certificate No. 01412 dated 29 December 2015

Details of the Appraiser's professional education and years . Professional enhancement certificate PP No. 606581 dated 12/07/2003 under the "Appraisal of enterprise of experience in the appraisal business (business)" program, issued by the Moscow State University of Economics, Statistics and Information Science, Moscow, 2003 The Appraiser's civil (professional) liability is insured with Renaissance Insurance Group LLC. Insurance policy (contract) Insurance of the Appraiser's civil liability No. 001-PIL 258820/2015 valid from 02 June 2015 to 01 June 2017. Insurance coverage Roubles thirty million (RUB 30,000,000).

Years of experience in the appraisal business 14 years

Employment agreement between the Contractor and the Employment agreement between I.K. Karpova and Everest Consulting LLC No. 8 dated 24 January 2011. Appraiser

Contractor Everest Consulting LLC

Form of legal existence A limited liability company

Full name Everest Consulting Limited Liability Company

OGRN 1107746971210

OGRN assignment date 29/11/2010

Contractor's location The Russian Federation, 125040, Moscow, 3rd Ulitsa Yamskogo Polya, 2, bldg 7

The Contractor insured, with Alfa Strakhovanie OJSC, its liability for any breach of the appraisal contract, and liability Contractor civil liability insurance for any harm to third-party property. Insurance policy (contract) No. 09919/776/0090/3 dated 20/09/13 for Roubles thirty million (RUB 30,000,000). The insurance policy is valid from 20/09/2013 to 31/12/2017

9 Appraisal engagement Contract No. 134/16 dated 16/06/2016 between Moscow Exchange and Everest Consulting LLC

In the course of the Report issuance, the appraiser was located in the offices of the legal entity to which the appraiser is bound by employment contract.

1.5. Information on all experts/organizations engaged for appraisal I.K. Karpova – Evaluation calculations and report drafting. Other specialists (experts) were not engaged by the Contractor.

1.6. Important Facts and Conclusions One common registered share of Moscow Exchange

Valuation subject 1-05-08443-H

Number of the registered issue 16.09.2011

Date of issue 1027739387411

Principle state registration number (PSRN) 16.10.2002

Date the PSRN was assigned 2,278,636,493 (two billion two hundred seventy-eight million six hundred thirty-six thousand four hundred ninety-three) roubles Authorised capital of Moscow Exchange Activities relating to the organisation of trading in financial markets Core activities of the issuer - The Central Bank of the Russian Federation – 11.768% of authorised capital; Company owners on the date of valuation1 - "" Public joint-stock company – 9.992% of authorised capital; Information on the distribution of profit of the organisation doing business over the representative period - State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) – 8.395% of Rights to the valuation subject considered in determining its valueauthorised capital;

Purpose of valuation - The European Bank for Reconstruction and Development – 6.064% of authorised capital;

Intended use of the valuation results - RDIF Investment Management-6 Limited Liability Company – 5.261%

Value type Dividends were paid out every year over the last 9 years

1 Owners of interests of over 5% in size are specified

10 Valuation date Shareholder’s right of ownership.

Timeframe of valuation Moscow Exchange is the issuer of the shares (the valuation subject)

Date the report was prepared To determine the market value of the valuation subject

Sequential number of the report The valuation results will be used for the purposes of announcing the repurchase of shares from the shareholders who voted against reorganisation or did not take part in the vote according to sub-paragraphs 1 and 3 of article The results of valuation obtained using different approaches to75 valuation of Federal law No. 208-FZ "On Joint-Stock Companies" dated 26.12.1995

cost approach (rounded) Market value

comparative approach (rounded) June 1, 2016

income approach (rounded) According to paragraph 7 of Appendix 1 to Contract for valuation No. 134/16 dated 16.06.2016

Final agreed value of the valuation subject (in round figures) June 29, 2016 Restrictions and limitations on the use of the final value obtained 134/16

was not applied

121 (one hundred twenty one) roubles 0 (zero) kopecks.

Roubles ninety-one (RUB 91) and zero (0) kopecks.

Roubles one hundred and six (RUB 106) and zero (0) kopecks.

This Report is accurate in its entirety only and for the purposes specified herein only. The final value contained in this Report is valid only on the date of valuation.

1.7. Definitions of terms used Properties appraised – objects of civil rights which in accordance with the laws of the Russian Federation may be involved in civil-law transactions.

Appraised property value – an amount of money offered, asked or paid for the property appraised by the participants to a completed or proposed transaction.

11 Value – an economic concept that establishes the relationships between the goods and services available for buying and those buying or selling them. The economic concept of value expresses the market-driven view of the benefit available to the holder of the goods or the client to whom the service is provided, at the time of value appraisal. "Value" is not used in the professional appraisal practices as an unspecific term. As a rule, this term is used in conjunction with a defining adjective specifying what particular kind of value is in question. Determination of an appraised property value amounts to that of a price estimate of the property appraised, determined as of the appraisal date in accordance with the value type chosen. The property appraised needs not be the subject matter of a transaction for the determination of its value.

Appraised property final value – the value determined by calculation with reference to appraisal approaches and reasonable coordination (summarising) of results obtained through the use of different approaches to appraisal.

Appraisal approach – the aggregate of appraisal methods linked by a common methodology.

Appraisal date (appraisal performance date, value determination date) – the date as of which the appraised property value is determined. If in accordance with the laws of the Russian Federation appraisal is mandatory, the period from the appraisal date to the appraisal report issuance date must not be more than three months, unless the laws of the Russian Federation provide otherwise.

Costs – a monetary dimension of the amount of resources necessary to create or manufacture the property appraised, or the price paid by the buyer for the property appraised.

Most efficient use of the property appraised – the kind of appraised property utilisation which yields the highest value.

Exposure period – the period from the date on which the appraised property is offered to the open market (public offer) to the date of the transaction which such property.

Types of appraised property value:

. market value; . investment value; . disposal value; . cadastral value. Appraised property market value. In accordance with Article 3 of the Federal Law No. 135-FS dated 29/07/1998 "On appraisal activities in the Russian Federation", the appraised property market value is understood as the most probable price for which such appraised property may be divested on the open and competitive market provided that the parties to the transaction act reasonably and being in possession of all necessary information, and the transaction price is not affected by any extraordinary circumstances, i.e. where:

12 . a party to the transaction is not under the obligation to divest the property appraised, and the other party is not under the obligation to accept performance; . the parties to the transaction are well informed of the subject matter of the transaction and act in their own interests; . the appraised property is offered to the open market in the form of a public offer typical of similar properties appraised; . the transaction price amounts to a reasonable consideration for the property appraised, and the parties to the transaction were not under duress when entering into the transaction; . the payment due for the property appraised is in specie. The market value of the property appraised in accordance with the Federal Appraisal Standard "Purpose and types of value" (FAS No. 2) dated 20/07/2007. The appraised property market value is understood as the most probable price for which such appraised property may be divested on the open and competitive market on the appraisal date, provided that the parties to the transaction act reasonably and being in possession of all necessary information, and the transaction price is not affected by any extraordinary circumstances.

Other terms and definitions

Appraisal – 1) the appraisal surveyor's reasonable opinion on the appraised property value and 2) the process of appraised property value determination conducted with the application of special methods and rules, as well as in compliance with the requirements of the law and the Appraisal Standards.

Appraisal surveyors – individuals that are members of a self-regulated appraisers' organisation that insured their liability in accordance with the requirements of the Federal Law No. 135-FS dated 29/07/1998 "On appraisal activities in the Russian Federation." An appraiser may engage in the appraisal activities either independently as a private practitioner, as well as on the basis of an employment contract between the appraiser and the legal entity that meets the criteria set out in Article 15.1 of the above-mentioned law.

Appraisal purpose – determination of the appraised property value of the type defined in appraisal engagement.

Properties appraised:

. individual tangible items (things); . the aggregate of all things making up the estate of a person, including property of a given type (movable or immovable, including businesses); . right of ownership and other rights in rem over the property or individual property items; . claims, liabilities (debts);

13 . work, services, information; . other objects of civil rights which in accordance with the laws of the Russian Federation may be involved in civil- law transactions. Market price – the price of a product (work, or service) that settles in the interplay between demand and supply on the market for identical (or, if unavailable, homogenous) goods (work, services) under comparable economic (commercial) circumstances. Goods are identical if they have same core characteristic features. The finding of identical nature of goods takes into account, in particular, their physical characteristics, quality and market reputation, country of origin and manufacturer; any minor differences in the exterior of the goods may be disregarded. Homogenous goods are those which, while not identical, have similar characteristics and are made of similar components which allows them to perform same functions and/or to be fungible. The finding of homogeneity of goods takes into account, in particular, their quality, existence of a trademark, market reputation, country of origin.

Right of ownership – in accordance with Article 209 of the Civil Code of the Russian Federation:

. the owner is the holder of the rights to possess, use, and dispose of, his property; . the owner may at its convenience do any things in relation to the property owned by him that are not contrary to any laws or regulations, and do not encroach upon any rights and legally protected interests of others. In particular, the owner may transfer ownership of his property to other persons, or transfer the right to possess, use, or dispose of, such property to such third parties while retaining the right of ownership, and to create pledges over such property or encumber it or dispose of it in any other manner. Property – a legal concept that embraces all interests, rights and benefits associated with ownership. Property is comprised of private rights of ownership that entitle the owner to the interests in what is owned. To distinguish between real estate as a physical object and the ownership of it in the legal sense of the word, ownership of real estate is called immovable property. Ownership of interests in items other than real estate is called movable property.

Appraisal standards – regulatory (and legislative) requirements to work that are binding upon appraisal surveyors.

Appraisal engagement contract– grounds for the appraisal of the property appraised, executed in writing between the appraiser and the client. A court bailiff's order appointing an expert in accordance with Articles 41, 52 of the Federal Law "On enforcement proceedings" has the form of such an contract.

The contract must contain the following:

. ground for making the contract; . type of property appraised; . type of appraised property value(s) to be determined;

14 . monetary appraisal fee; . details of the appraiser's civil liability insurance. Appraisal report – a document prepared in accordance with the laws of the Russian Federation on appraisal activities, the federal appraisal standard, the standards and rules of appraisal activities prescribed by a self-regulated appraisers' organisation whereof the appraiser that drafted the report is member; such report is intended for the appraisal client and other stakeholders (appraisal report users) and contains the appraiser's professional judgement on the appraised property value, support by the information gathered and calculations.

Appraisal approach – the aggregate of appraisal methods linked by a common methodology.

. income approach – the aggregate of the appraised property value appraisal methods based on the determination of the expected income flows from the appraised property utilisation; . comparative approach – the aggregate of the appraised property value appraisal methods based on the appraised property comparisons to other properties similar to the property appraised, in respect of which price information is available; . cost approach – the aggregate of the appraised property value appraisal methods based on the determination of the costs necessary for the reproduction or replacement of the property appraised, considering wear and obsolescence. The cost approach to appraisal of a business (asset-based approach) – the aggregate of business and/or participation interest value appraisal methods based on the determination of the market value of assets less liabilities of a business. Appraisal method – a sequence of procedures that allows to determine the appraised property value using one of the appraisal approaches, on the basis of information material for the given method.

Appraised property analogue – for the purposes of appraisal: an item similar to the appraised property in main economic, tangible, technical and other characteristics that determine its value.

Replacement cost – the amount of costs to create an item similar to the property appraised, in market prices prevailing at the appraisal date, considering the appraised property depreciation rate.

Reproduction cost – the amount of costs, in market prices prevailing at the appraisal date, to create an item identical to the property appraised, using identical materials and technologies, considering the appraised property depreciation rate.

Cost given continuing use – the appraised property value determined based on the actual terms and purposes of its use.

15 Historical cost – the amount of actual costs spent by the entity to acquire the item as of the date of its recognition in the accounts.

Depreciation – impairment or loss of the item value that occurs in the course of its functioning and/or storage under the influence of various factors.

. physical depreciation – loss of item value due to natural ageing and deterioration of materials, physical wear of friction surfaces, structural elements and various in-process damages; . functional depreciation (obsolescence) – loss of item value due to better price/quality ratio analogue(s) appearing on the market; . external (economic) depreciation – loss of item value due to the influences of the factors of the external economic environment in which the item is operated. Share – a witnessing its owner's right to participate in the governance of a joint-stock company, to receive income from its operations and to receive a share of the company equity upon its liquidation.

Block of shares – the aggregate of shares of one and the same issuer, owned by an individual or a legal entity. A block of shares may consist of different categories and types of shares, and may be a controlling or a non-controlling block of shares.

. controlling block of shares – such percentage of shares that empowers its owner to exercise control over the company (dominating influence in the decision-making process exercised by the general shareholders' meeting); . a minority (non-controlling) block of shares means ownership of a small percentage of shares that does not empower the owner of the block to exercise control over the company. Control premium – a monetary dimension of the advantage associated with the ownership of a controlling block of shares. Reflects extra entity control opportunities (as compared to a lesser stake, i.e. ownership of a minority block of shares).

Lack of control discount – value by which the share of the overall entity value proportionate to the block of shares appraised is reduced considering the non-controlling nature of the block of shares appraised.

Lack of liquidity discount is defined as the size or share (in %) by which the value of the appraised block of shares is reduced to reflect its insufficient liquidity (i.e. the ability of the security to be quickly sold in a sufficiently short period of time and converted into cash without significant loss to the holders thereof). Applied in appraisals of non-public company shares. The same should apply to the shares of those companies that are public in form only (rather than in their economic nature and motivation).

Market is an environment in which goods and services pass from sellers to buyers via the price mechanism. The market concept implies the ability of the sellers and the buyers to trade in goods and/or services without unnecessary

16 restrictions on their activity. Each of the parties acts based on the demand and supply equilibrium and other pricing factors, to the extent of their capabilities and knowledge, views of comparative utility of the given goods and/or services, also taking into account their individual needs and wishes. A market may be local, regional, national, or international.

Materiality – in accordance with the Ministry Order No. 67н dated 22/07/2003 "On business financial statements forms", an indicator is viewed as material if its omission may impact economic decisions made by interested users on the basis of the information disclosed in such statements. A determination, by the entity, as to whether an indicator is material depends on the indicator appraisal, nature, specific circumstances of its occurrence. The entity may decide that to be material, the amount must equal at least five percent of the reporting year's respective total.

17 2. APPRAISED PROPERTY DESCRIPTION

OVERVIEW

The property appraised is one common share of the Moscow Exchange. The share par value is 1 Rouble.

The entity form of legal existence is a public joint-stock company. The entity has legal personality and operates on the basis of its charter and the laws of the Russian Federation. The entity is established to operate perpetually.

Full corporate name of the entity: Public Joint-Stock Company "Moscow Exchange MICEX-RTS". Its abbreviated name in the Russian language is: ПАО Московская Биржа (Moscow Exchange).

Location (legal and postal address): the Russian Federation, Moscow, Bolshoy Kislovsky pereulok, 13.

The Company share capital is Roubles two billion two hundred and seventy-eight million, six hundred and thirty-six thousand four hundred and ninety-three (RUB 2,278,636,493), split into 2,278,636,493 shares each with the part value of One (1) Rouble. The Moscow Exchange shareholders are listed in the table below.

Table 2.1 Shareholders of Moscow Exchange Number of Share in the Authorized No. Organization Name Shares Capital 1 The Central Bank of the Russian Federation 268 151 437 11,768% 2 Public Joint Stock Company Sberbank of Russia 227 682 160 9,992% The State Corporation Bank for Development and Foreign Economic 191 299 389 8,395% 3 Affairs (Vnesheconombank) 4 European Bank for Reconstruction and Development 138 172 902 6,064% Limited Liability Company Russian Direct Investment Fund 119 887 884 5,261% 5 Investment Management-6 6 Other shareholders (free float) 1 333 442 721 58,519% Total on the list 2 278 636 493 100,000% Source: the Customer’s data Moscow Exchange is the largest exchange group in Russia established in 2011 as a result of the merger of MICEX (Moscow Interbank Currency Exchange) founded in 1992 and RTS () established in 1995. The Group consists of Moscow Exchange which is the organizer of trade on the currency and , the futures and the precious metals market, ZAO Stock Exchange MICEX (hereinafter referred to as SE MICEX) which is the organizer of trade on the securities market, Central Depositary - NKO ZAO National Settlement Depository (hereinafter referred to as NSD), the largest clearing centre in Russia -Bank “National Clearing Centre” (hereinafter referred to as NCC, Bank), and CJSC National Mercantile Exchange (hereafter referred to as the NME) which is the organizer of trade on the commodity market..

Moscow Exchange owns a majority of stock in all key institutions providing services within the Group. Moscow Exchange owns 100% of shares in SE MICEX and NCC, Bank, 99.997% of shares in NSD and, directly and indirectly, 62% of the shares in the NME.

18 ENTITY NAME

Full corporate name of the entity appraised: Public Joint-Stock Company "Moscow Exchange MICEX-RTS".

Abbreviated corporate name of the entity appraised: the Moscow Exchange.

Effective date of the current full corporate name: 13/05/2015.

Grounds for the change of name:

On 28 April 2015, the Restated Charter of the company appraised was adopted by decision of the annual General Shareholders' Meeting, whereby the Open Joint-Stock Company "Moscow Exchange MICEX-RTS" was renamed to Public Joint-Stock Company "Moscow Exchange MICEX-RTS". State registration of the Entity Restated Charter was granted on 13/05/2015.

All previous entity names during its existence are listed below:

Full corporate name: Open Joint-Stock Company "Moscow Exchange MICEX-RTS"

Abbreviated corporate name: the Moscow Exchange (OAO)

Effective date of the change of name: 29/06/2012

Grounds for the change of name:

On 20 June 2012, the Restated Charter was adopted by decision of the annual General Shareholders' Meeting whereby Open Joint-Stock Company "MICEX-RTS" was renamed to Open Joint-Stock Company "Moscow Exchange MICEX- RTS". State registration of the Restated Charter was granted on 29/06/2012.

Full corporate name: Open Joint-Stock Company "MICEX-RTS"

Abbreviated corporate name: MICEX-RTS (OAO)

Effective date of the change of name: 19/12/2011

Grounds for the change of name: on 08 December 2011, the Restated Charter was adopted by decision of the annual General Shareholders' Meeting whereby Closed Joint-Stock Company "Moscow Interbank Currency Exchange" was renamed to Open Joint-Stock Company "MICEX-RTS". State registration of the Restated Charter was granted on 19/12/2011.

Full corporate name: Closed Joint-Stock Company "Moscow Interbank Currency Exchange"

19 Abbreviated corporate name: Moscow Interbank Currency Exchange (SAO), MICEX (SAO)

Effective date of the change of name: 23/05/2002

Grounds for the change of name: on 25 April 2002, amendments were made to the Charter by decision of the annual General Shareholders' Meeting, in particular, as regards the change of the abbreviated name from MICEX to Moscow Interbank Currency Exchange (SAO), MICEX (SAO). State registration of the amendments to the Entity Charter was granted on 23/05/2002.

Full corporate name: Closed Joint-Stock Company "Moscow Interbank Currency Exchange"

Abbreviated corporate name: MICEX

Effective date of the change of name: 07/07/1995

Grounds for the change of name: change in the requirements of the applicable law.

Full corporate name: Closed-type joint-stock company "Moscow Interbank Currency Exchange"

Abbreviated corporate name: MICEX

Effective date of the assignment of name: 16/03/1992

Grounds for the assignment of name: State registration of the legal entity.

DETAILS OF STATE REGISTRATION

Details of primary state registration:

State registration number: 009.274

State registration date: 16/03/1992

Name of registering authority: Moscow Registration Chamber

Details of legal entity registration:

Primary State Registration Number of the legal entity: 1027739387411

Date when the entry in respect of legal entity registered before 1 July 2002 was made to the Uniform State Register of Legal Entities: 16/10/2002

20 Name of registering authority: Russian Tax Ministry Inter-District Tax Office No. 39 for the City of Moscow.

ESTABLISHMENT AND DEVELOPMENT

The Company was established to operate perpetually.

The Company (hereinafter, the Moscow Exchange) was established in December 2011 following the merger of two major Russian exchange groups — the MICEX Group (established in 1992), the oldest national exchange and the leading Russian operator on the securities market, foreign exchange and money markets, and the RTS Group (established in 1995), the largest term market operator of the time. The resulting vertically integrated structure that enabled the trading in all major asset categories, was transformed into an open joint-stock company (OJSC) and renamed into the Moscow Exchange.

Preparations for obtaining the public company status was accompanied by critical infrastructure reforms aimed at making the Russian market more attractive for domestic as well as international investors. In 2012, the National Settlement Depositary (part of the Moscow Exchange Group) received the status of central depositary. On the exchange-based FX market, fully functional client access (DMA) was implemented for all client categories. That same year, the clearing decentralisation process was completed: the NCC Clearing Bank (part of the Moscow Exchange Group) started providing clearing services on all markets operated by the Exchange.

On 15 February 2013, the Exchange ran an IPO on its own trading ground (ticker: MOEX), the total offering volume reached Roubles 15 billion. Dozens of Russian and international investment funds, hundreds of Russian private investors became shareholders of the Exchange. Market capitalisation post IPO amounted to RUB 127 billion. By August 2013, the value of shares exceeded the offering price, and by November 2013, company shares were included in the MSCI Russia index calculation base.

In July 2014, the Bank of Russia sold 11% of the Exchange shares in an international market offering. The sale was effected in accordance the law whereby the Bank of Russia was to exit the Moscow Exchange by 1 January 2016. The total amount of the offering was Roubles 16.04 billion. As the result, the Moscow Exchange free float exceeded 50%.

In early 2013, trading commenced in the new segment, REPO with central counterparty. That same year, stock market securities trading operations were while by while migrated from the T0 settlement mode to the internationally recognised standard of settlement, T+2 without full prefunding. In the autumn of 2013, global started providing direct access to the Russian securities market.

In late 2013, the NCC Clearing Bank was the first one in Russia to receive the status of qualified central counterparty.

Also in 2013, the Moscow Exchange introduced the new service of over-the-counter derivatives clearing with contract counterparty for the trading members; the service was introduced by way of implementing the G20 communiqué

21 adopted following the G20 Pittsburgh meeting in 2009. Going forward, centralised clearing of OTC derivatives may become mandatory practice.

In October 2013, the Moscow Exchange launched trading in precious metals, i.e. gold and silver, with deliveries on anonymised metal accounts.

International central depositaries Euroclear and Clearstream launched settlements on Russian securities. They started settling federal bonds in early 2013, with Russian shares and corporate bonds following suit in 2014.

In 2014, the Moscow Exchange launched a listing reform which included, among other things, implementation of the provisions of the Code of Corporate Governance approved by the Bank of Russia that same year. The system of securities quotation lists was streamlined and made as close as possible to the international standards. This permitted to increase the requirements to Russian public companies, thereby attracting new foreign investors to the Russian market.

Also in 2014, the Bank of Russia named the National Settlement Depositary and the NCC Clearing Bank as entities of systemic importance for the Russian .

Starting from 2015, Russian private investors were allowed to open individual investment accounts (IIA). Based on 2015 results, the Moscow Exchange registered almost 89 thousand individual investment accounts.

Also in 2015, the National Mercantile Exchange (hereinafter, NAMEX), part of the Moscow Exchange Group, launched exchanged-based grain trading operations.

In accordance with Clause 3.2 of the Charter, the core lines of activity are as follows:

- to engage in activities aimed at earning profits in the interests of the Company and its shareholders;

- to provide an environment in which all trading members would have access to fair pricing and transparent trading;

- to develop the financial market infrastructure;

- to assure reliable and efficient service for trading members.

To provide the financial market participants with a full range of competitive trading, clearing, settlement, depository and information services matching the level of an international financial centre, observing the balance of interests among the market participants, shareholders, and for the purposes of creating an integrated Russian market infrastructure.

22 COMPANY BRANCHES AND REPRESENTATIVE OFFICES

1) Name: Siberian Branch of Public Joint-Stock Company "Moscow Exchange MICEX-RTS" in Novosibirsk

Location: The Russian Federation, 630007, Novosibirsk, ul. Kommunisticheskaya, 27/29

Opening date: 29/03/2011

Head of branch (representative office):

Full name: Anokhin, Nikolay Valentinovich

Power of attorney valid until: 30/12/2016

2) Name: Urals branch of the Public Joint-Stock Company "Moscow Exchange MICEX-RTS" in Yekaterinburg

Location: The Russian Federation, 620034, Yekaterinburg, Ul. Kolmogorova, 3, Letter А2

Opening date: 29/03/2011

Head of branch (representative office):

Full name: Kostylyov, Maksim Aleksandrovich

Power of attorney valid until: 30/12/2016

3) Name: Volga branch of the Public Joint-Stock Company "Moscow Exchange MICEX-RTS" in Nizhniy Novgorod

Location: The Russian Federation, 603000, Nizhniy Novgorod, per. Kholodny, 10A

Opening date: 29/03/2011

Head of branch (representative office):

Full name: Makarov, Igor Stanislavovich

Power of attorney valid until: 30/12/2016

4) Name: Southern branch of the Public Joint-Stock Company "Moscow Exchange MICEX-RTS" in Rostov-on-Don

Location: The Russian Federation, 344000, Rostov-on-Don, pr. Sokolova, 78

23 Opening date: 29/03/2011

Head of branch (representative office):

Full name: Tyutyunnik, Mikhail Nikolaevich

Power of attorney valid until: 30/12/2016

5) Name: North-Western branch of the Public Joint-Stock Company "Moscow Exchange MICEX-RTS" in St. Petersburg

Location: The Russian Federation, 190000, St. Petersburg, per. Grivtsova, 4, Letter А

Opening date: 29/03/2011

Head of branch (representative office):

Full name: Semykina, Elena Antonovna

Power of attorney valid until: 30/12/2016

6) Name: Public Joint-Stock Company "Moscow Exchange MICEX-RTS" Representative Office in Samara

Location: 443013, Samara, Moskovskoe shosse, 4 "А", building 2

Opening date: 01/12/2008

Head of branch (representative office):

Full name: Lyutikov, Andrey Anatolyevich

Power of attorney valid until: 30/12/2016

MARKETS

The Moscow Exchange, Russia's largest exchange in terms of trading volumes and client numbers, plays the key role in the development of the Russian financial sector, providing a forum for transparent market pricing of Russian assets. The entity activities bear a direct relationship to those conducted by the legal entities that are part of the Moscow Exchange Group (the Group) organisational structure providing a full range of competitive trading and post-trading services.

The Exchange provides regulated trading services on the following markets:

24 FX and money market

The FX and money market is one of the most significant segments of the Russian financial market, used by the Bank of Russian for the purposes of monetary policy implementation.

The FX market trading members are Russian banks and brokers, as well banks from the EEU countries that meet the requirements of the Trading Admission Rules. Besides, by way of the DMA (Direct Market Access) and SMA (Sponsored Market Access) technologies, access to FX trading is trading members' clients, such as non-trading member banks, non- lending institutions, private investors and non-residents. Following completion of the project aimed at distinguishing between the trading members and clearing members on the exchange-based FX market, the new category, common clearing member, enables the Russian and foreign financial companies to provide clearing services to trading members and their clients.

The electronic trading system hosts trades in USD-RUB, EUR-RUB, EUR-USD, CNY-RUB, GBP-RUB, HKD-RUB, HRY- RUB, KST-RUB, BYR-RUB currency pairs. Admitted to trading are instruments settling on T+0, T+1, T+2 basis, as well as TOD-TOM, TOM-SPT, TOM - 1W/ 2W/ 1M/ 2M/ 3M/ 6M/ 9M and 1Y FX swaps, with T standing for the trade date, W – week, М – month, Y – year. To manage their positions, trading members may make ad-hoc (off-order book) forward trades with value dates being from T+3 to 365.

The trading system provides all trading members and their registered clients with equal opportunities for making and executing FX buy and sell orders and for obtaining information on the trading progress. Trades are made automatically as matching orders are entered in the system. Off-order book trades may be made in the individual trading mode. At the same time, the NCC Clearing Bank acts as the central counterparty for all trades. Cash is actually delivered to the members' accounts at the time of settlement.

The money market is the ground for REPO trades with shares and bonds, depositary receipts, Eurobonds, Bank of Russia deposit and loan operations, Vnesheconombank, Federal Treasury, Russian Pension Fund, MSP Corporation deposit operations. The following deal types are available to members on the REPO market: direct REPO with the Bank of Russia, inter-dealer REPO and REPO with Central Counterparty (CCP) whose functions are performed by the NCC Clearing Bank, and REPO with clearing participation certificates (CPC). In inter-dealer REPO, direct REPO with the Bank of Russia, and REPO with CCP trades, settlements in foreign currency (US dollars and Euros) are available.

Securities market

Securities market constitution and development projects are implemented via Closed Joint-Stock Company MICEX Stock Exchange (hereinafter, MICEX Stock Exchange) that is part of the Group. The Group securities market is the largest securities market across all CIS, Eastern and Central Europe countries. MICEX Stock Exchange that provides the regulated trading service at the Moscow Exchange securities market, ranked 26th among the world's leading stock

25 exchanges in terms of share trading volumes based on 1st quarter 2016 results (according to the World Federation of Exchanges (WFE)).

The Group securities market is the ground for trading shares, bonds, depositary receipts, exchange-trading funds (ETF), Eurobonds, units, mortgage participation certificates in different trading modes, including the "T+ main trading mode" (anonymised order book trades with Central Counterparty, without full prefunding and T+N settlement ((T+2 on shares, Т+1 on OFS)), the main trading mode (anonymised order book trades with Central Counterparty, with full prefunding and Т+0 settlement), the negotiated trade mode (NTM), the NTM with CCP mode, securities offering and buyout modes, as well as several special modes.

Derivatives market

The Moscow Exchange is the leading ground for trading in derivative financial instruments in Russia and East European countries. It combines a developed infrastructure, reliability and guarantees offered by the NCC Clearing Bank, as well as cutting-edge futures and options trading technologies, tested over more than ten years of stable and successful market development.

Traded on the derivatives market are derivative financial instruments based on the following underlying assets:

- stock indices (RTS, MICEX, Moscow Exchange Blue Chip Index, Russian Volatility Index, BRICS countries' stock indices);

- shares of Russian and foreign issuers;

- foreign currency exchange rates (USD, EUR, GBP, JPY, CHF, AUD, CNY, CAD, TRY, HRY);

- fixed-income instruments (federal bonds, Eurobonds Russia-2030);

- interest-bearing instruments (interest and cross currency/interest rate swap based on RUONIA, MosPrime, Libor);

- commodities (Brent crude, precious metals, copper, raw sugar).

Commodities market

The Moscow Exchange has provided exchange-based trading in precious metals, gold and silver, since 2013.

Precious metals trading sessions are held 10:00 to 23:50 MOW on a TOM (settled "tomorrow") basis. The Exchange provides its members with the opportunity to make ad-hoc trades also in TOD (settled "today") and SPT (settled in 2 days) trading modes. Other available features include exchange-based swap transactions, deliverable futures and swap contracts (with maturities from 1 day to 184 days). Precious metals trading is implemented on the Moscow Exchange FX market technical platform.

26 The NCC Clearing Bank acts as the Central Counterparty and the Clearing Entity. The trading members are offered the risk management system implemented on the FX market, a common position with FX instruments, and the opportunity to use existing settlement codes.

Members have the opportunity to conduct post-trading operations with bullion in the NCC Clearing Bank depository.

The Group's exchange-based grain market establishment and development projects are implemented via NAMEX in which the Moscow Exchange Group companies hold in aggregate 62% of stock. NAMEX was established in July 2002. NAMEX core development priority is the establishment of an exchange-based commodity market (physical commodities, derivative instruments) in Russia.

NAMEX participates in the preparation, provision of trading platform, and conducting of exchange-based trading in connection with government procurement and commodity interventions by way of regulating the agricultural produce, raw stock and foodstuffs market in the Russian Federation, and is the chartered exchange of the Ministry of Agriculture of the Russian Federation. NAMEX is the platform for trading in deliverable futures and provides spot trading in agricultural produce, raw stock and foodstuffs.

Starting from 23 December 2015, the Moscow Exchange Group engages in grain trading via NAMEX. Grain is the underlying asset of derivative financial instruments, such as floating settlement date deliverable forwards, trades are followed by clearing without full prefunding with the Central Counterparty involvement. Similar to all other Moscow Exchange Group markets, the and Central Counterparty functions in relation to forward instruments are performed by the NCC Clearing Bank which also has the Bank of Russia accreditation as the Commodity Delivery Operator. At the time of trading launch, the NCC Clearing Bank will store grain in a limited number of elevators; at the same time, the Moscow Exchange Group expects that in 2016, the majority of Russian elevators meeting the high requirements to the storage technology and convenient for the Group clients logistically, will receive accreditation. A dedicated entity, the National Logistics Company, was established to provide commodity forwarding services to the Moscow Exchange trading and clearing members.

EXCHANGE LICENSE

The body (entity) that issued appropriate permits (licenses) or clearance covering particular activities: the Federal Service for Financial Markets

Number of the permit (license) or document evidencing clearance of particular activities: 077-001

Type of activity (work) covered by appropriate permit (license) or clearance received by the appraised entity: exchange license

Date of permit (license) or clearance covering particular activities: 29/08/2013

27 Effective period of the permit (license) or clearance covering particular activities: perpetual.

FUTURE PLANS

Securities market

The following projects are planned in the securities market in 2016-2017:

- "Bondisation": development and implementation of new debt market technologies and services.

- New instruments (short-term bonds up to 1 year, structured products, non-mortgage securitisation, FX instruments).

- Development of technological services for market makers.

- Infrastructure upgrade to global standards (Pre-Trade order verification, sponsored access).

- Clearing membership for global banks.

- Listing upgrade and streamlining of issuance procedures.

Derivatives market

The 2016 plans for the derivatives market are as follows:

- Launch trading in MOEXREPO index futures.

- Launch reinvented RUONIA rate contract.

FX and money market

The following key FX market projects are planned for 2016-2017:

- Launch of exchange order book-based trading in USD/RUB, EUR/RUB, CNY/RUB deliverable futures.

- Increase in the number of non-residents – Common Clearing Members and clients using the SMA technology.

- Integrated EEU FX Market development.

- Expansion of the range of instruments in G10 and CIS currencies.

28 - Promotion of MOEX USD/RUB FX Fixing as international practice.

- Development of clearing services and risk management system.

- Development of trading and clearing system.

On the money market, the 2016-2017 plans are to:

- develop REPO with CPC.

- extend REPO with CCP periods.

- new capabilities in inter-dealer REPO.

- Continued development of the "M-Deposits" universal segment.

Commodities market

- precious metals market

Launch of exchange-based trading in platinum and palladium is expected.

- Grain market

The number of accredited elevators and market members is expected to multiply in 2016 and beyond. Launch of swap contract trading is expected in the first half of 2016.

Cross market projects in this area, the following projects are expected to be undertaken in 2016-2017:

- Common collateral pool for all markets;

- Netting in settlements across all markets;

- Collateral management;

- Cross-margining.

Technological platform and IT services

29 Some of the most important goals are to create the Moscow Exchange new IT architecture and set up the Exchange core Data Processing Centre (DPC) in a TIER-III certified data centre.

Market data and indices

By way of exchange information provision service development, plans for 2016-2017 are to upgrade the product line, increasing the quality of exchange-based information and launching new products.

The future income source will be profits from business operations.

No changes in the core operations are expected.

MOSCOW EXCHANGE SUBSIDIARIES

1. Full corporate name: Bank National Clearing Centre (Joint-stock company)

Abbreviated corporate name: NCC Clearing Bank

Location: 125009 Russia, Moscow, Bolshoy Kislovsky pereulok, 13

Taxpayer ID (INN): 7750004023

Primary State Registration No. (OGRN): 1067711004481

Type of control: direct control

Share of controlled entity charter capital: 100%

Description of company core businesses: banking business, clearing business

2. Full corporate name: Moscow Interbank Currency Exchange Closed Joint Stock Company

Abbreviated corporate name: MICEX Stock Exchange

Location: 125009 Russia, Moscow, Bolshoy Kislovsky pereulok, 13

Taxpayer ID (INN): 7703507076

Primary State Registration No. (OGRN): 1037789012414

Type of control: direct control

30 Share of controlled entity charter capital: 100%

Description of company core businesses: provision of regulated trading services on the financial market

3. Full corporate name: National Settlement Depositary Closed Joint-Stock Company, a non-banking lending institution

Abbreviated corporate name: NSD

Location: 105066 Russia, Moscow, Spartakovskaya Street, 12

Taxpayer ID (INN): 7702165310

Primary State Registration No. (OGRN): 1027739132563

Type of control: direct control

Share of controlled entity charter capital: 99,997%

Description of company core businesses: depositary business, including central depositary activities; determination of mutual obligations (clearings); monetary and lending institution activities (commercial banks and other lending institutions licensed to conduct banking business)

4. Full corporate name: MICEX-Finance Limited Liability Company

Abbreviated corporate name: MICEX-Finance

Location: 125009 Russia, Moscow, Bolshoy Kislovsky pereulok, 13

Taxpayer ID (INN): 7703736630

Primary State Registration No. (OGRN): 1117746059034

Type of control: direct control

Share of controlled entity charter capital: 100%

Description of company core businesses: activities in the areas of law, accounting and auditing; business of a financial intermediary, including investment in securities and property, programs implementation-related activities

DIVIDEND DISTRIBUTIONS

31 Details of dividend distributions are provided in the table below.

Table 2.2 Dividend History of Moscow Exchange Amount of declared Date of compiling the Amount of declared dividends (before % of net profit Period list of persons entitled dividends per share, income tax deduction), according to IFRS to receive dividends rub. mln rub. 2015 16.05.2016 7,11 16 201,11 58,17% 2014 12.05.2015 3,87 8 818,32 55,12% 2013 11.07.2014 2,38 5 423,15 46,83% 2012 20.05.2013 1,22 2 901,76 35,40% 2011 21.05.2012 0,31 681,20 10,17% 2010 22.04.2011 0,16 342,58 7,10% 2009 19.04.2010 0,16 247,21 4,26% 2008 27.03.2009 0,14 221,27 5,22% Source: the Customer’s data

HISTORICAL TRADING INFORMATION

Weighted average share price over 6 months preceding the appraisal date – RUB 98.73. Trading information is provided in the table below.

Table 2.3 Information on transactions with the shares of Moscow Exchange for six months prior to the evaluation date Trade Weighted Trade Weighted Trade Weighted Trade Weighted Trade Trade Trade Trade volume, average price, volume, average price, volume, average price, volume, average price, date date date date pcs. rub. pcs. rub. pcs. rub. pcs. rub. 01.12.2015 7 696 330 95,08 19.01.2016 6 618 880 91,00 02.03.2016 5 425 810 98,02 15.04.2016 4 081 610 102,41 02.12.2015 5 199 210 94,75 20.01.2016 10 939 690 90,17 03.03.2016 8 820 280 97,77 18.04.2016 7 968 250 102,76 03.12.2015 2 151 680 94,22 21.01.2016 11 980 640 90,26 04.03.2016 12 210 110 98,13 19.04.2016 9 860 450 105,49 04.12.2015 4 996 260 93,17 22.01.2016 11 764 480 90,04 07.03.2016 10 635 360 100,07 20.04.2016 12 724 120 109,59 07.12.2015 3 425 090 93,65 25.01.2016 4 015 330 90,32 09.03.2016 5 938 130 99,84 21.04.2016 6 631 900 108,47 08.12.2015 5 765 290 91,55 26.01.2016 5 473 650 90,04 10.03.2016 8 893 410 101,36 22.04.2016 12 188 950 108,78 09.12.2015 6 260 400 89,76 27.01.2016 7 702 190 92,14 11.03.2016 7 683 610 102,88 25.04.2016 4 937 770 108,98 10.12.2015 7 062 230 88,95 28.01.2016 8 984 870 93,25 14.03.2016 11 641 910 103,14 26.04.2016 11 687 300 105,06 11.12.2015 7 227 960 89,20 29.01.2016 10 697 250 94,44 15.03.2016 18 696 290 103,94 27.04.2016 6 540 040 104,26 14.12.2015 4 429 180 89,90 01.02.2016 6 225 230 95,81 16.03.2016 14 866 800 105,24 28.04.2016 11 305 410 102,86 15.12.2015 9 290 620 92,63 02.02.2016 5 459 940 95,80 17.03.2016 12 597 170 106,66 29.04.2016 8 985 480 103,43 16.12.2015 8 444 460 94,12 03.02.2016 7 427 850 98,74 18.03.2016 27 158 450 106,89 04.05.2016 7 098 680 103,95 17.12.2015 5 938 130 94,80 04.02.2016 49 644 200 93,62 21.03.2016 11 262 380 105,04 05.05.2016 6 770 340 105,95 18.12.2015 3 825 540 93,18 05.02.2016 13 103 820 93,86 22.03.2016 9 396 770 104,01 06.05.2016 5 413 800 104,59 21.12.2015 4 445 450 95,72 08.02.2016 8 197 080 92,33 23.03.2016 9 353 390 103,54 10.05.2016 9 611 540 102,58 22.12.2015 7 659 670 95,57 09.02.2016 7 257 550 91,11 24.03.2016 7 442 970 104,55 11.05.2016 8 577 970 105,36 23.12.2015 3 829 810 96,25 10.02.2016 7 570 840 90,80 25.03.2016 2 486 890 105,18 12.05.2016 11 683 950 107,07

32 Trade Weighted Trade Weighted Trade Weighted Trade Weighted Trade Trade Trade Trade volume, average price, volume, average price, volume, average price, volume, average price, date date date date pcs. rub. pcs. rub. pcs. rub. pcs. rub. 24.12.2015 2 536 270 95,84 11.02.2016 11 399 700 88,83 28.03.2016 5 015 910 103,69 13.05.2016 12 284 200 103,09 25.12.2015 2 382 070 95,18 12.02.2016 13 073 130 89,20 29.03.2016 11 986 160 100,37 16.05.2016 4 367 800 104,35 28.12.2015 2 036 140 94,49 15.02.2016 10 593 720 89,80 30.03.2016 11 994 290 101,15 17.05.2016 5 144 840 103,22 29.12.2015 2 496 940 93,80 16.02.2016 8 382 390 91,05 31.03.2016 13 657 280 103,56 18.05.2016 6 488 390 104,61 30.12.2015 3 871 470 92,69 17.02.2016 6 054 100 90,94 01.04.2016 9 261 870 104,09 19.05.2016 4 487 580 104,39 04.01.2016 3 233 930 91,01 18.02.2016 8 046 750 92,27 04.04.2016 5 315 910 104,08 20.05.2016 3 575 470 104,76 05.01.2016 4 923 280 93,78 19.02.2016 6 003 420 90,77 05.04.2016 5 765 340 102,04 23.05.2016 5 288 050 103,21 06.01.2016 2 463 000 94,43 20.02.2016 1 386 270 90,43 06.04.2016 5 904 360 102,80 24.05.2016 8 813 760 104,83 11.01.2016 6 253 800 94,14 22.02.2016 5 295 220 91,83 07.04.2016 5 048 020 102,33 25.05.2016 9 002 580 105,90 12.01.2016 4 788 150 94,43 24.02.2016 10 649 620 92,76 08.04.2016 5 994 990 104,09 26.05.2016 4 057 130 106,14 13.01.2016 6 294 470 93,37 25.02.2016 10 637 020 94,63 11.04.2016 5 345 490 104,80 27.05.2016 5 962 960 105,81 14.01.2016 9 268 930 91,41 26.02.2016 18 613 220 96,36 12.04.2016 6 140 260 104,40 30.05.2016 2 362 210 106,38 15.01.2016 11 268 680 88,46 29.02.2016 8 978 330 97,74 13.04.2016 8 661 170 105,30 31.05.2016 16 830 050 108,90 Weighted average share price 18.01.2016 10 141 720 88,35 01.03.2016 7 203 400 98,14 14.04.2016 7 795 180 103,24 for 6 months 98,73 Source: http://moex.com/

33 3. COMPANY BUSINESS AND FINANCIAL AFFAIRS ANALYSIS

3.1. Results overview The appraiser undertook analysis on the basis of the Moscow Exchange consolidated statements.

See tables below for historical performance along key indicators

Table 3.1 Key Financial Figures, mln rub. Category 2012 2013 2014 2015 Operating income 21 547 24 606 30 394 45 990 Commission income 11 406,8 12 792,1 15 586 17 784 Interest and other financial income 10 033,3 11 754,9 14 279,4 28 084,9 Other operating income 106,9 58,9 528,7 121,1 Operating profit 12 124,6 14 749,0 20 020,8 34 718 Net profit 8 200,3 11 581,7 15 993,2 27 852,1 EBITDA 13 719,3 16 398,4 21 616,1 36 519 EBITDA profitability 63,7% 66,6% 71,1% 79,4% Source: the Customer’s data

Operating income grew by 51.3 % vs. 2014, to RUB 46.0 billion, due to increased fee income (14.1% vs. 2014) on the FX, money and bond markets, increased interest income due to higher interest rates and growing securities portfolio value.

The historical performance of balance sheet indicators, based on the consolidated statements value, is provided in the table below. Throughout the period under review, the core assets consisted of cash and cash equivalents, the central counterparty financial assets and investments available for sale. The Moscow Exchange scope of operations and sales volumes grew considerably over the period under review, causing more than fourfold growth in the balance sheet value. The Central Counterparty financial assets displayed the highest growth rates.

On the asset funding sources side, the balance sheet value is underpinned by the trading members' funds, the central counterparty financial liabilities, and retained earnings. Retained earnings (post dividend distribution) about doubled. The central counterparty financial liabilities demonstrated the highest growth rate. The history of balance sheet values and growth in the largest balance sheet items follow below.

Table 3.2 Dynamics of Balance Sheets of Moscow Exchange (mln rub., unless otherwise specified) Average Category 2013 2014 2015 Q1 2016 2013 2014 2015 Q1 2016 Growth growth rate Assets Cash and cash equivalents 255 042 1 163 783 992 696 675 551 55% 79% 56% 34% 265% 54%

34 Financial assets at fair value through profit or loss 16 200 11 442 0 21 3% 1% 0% 0% Funds in financial organizations 28 959 39 828 44 404 99 030 6% 3% 3% 5% Financial assets of central counterparty 47 009 139 610 518 509 939 309 10% 9% 29% 48% 1998% 278% Available-for-sale investments 74 252 80 950 167 472 207 299 16% 5% 9% 11% 279% 58% Associated company investment 93 46 - - 0% 0% 0% 0% Fixed assets 6 262 6 050 6 796 6 643 1% 0% 0% 0% Intangible assets 18 783 18 150 18 029 17 950 4% 1% 1% 1% Goodwill 16 071 15 971 15 971 15 971 3% 1% 1% 1% Prepayment of current income tax 211 39 420 420 0% 0% 0% 0% Assets held for sale 2 724 - 123 - 1% 0% 0% 0% Deferred tax assets 187 173 115 10 0% 0% 0% 0% Other assets 673 1 461 1 782 1 636 0% 0% 0% 0% Total Assets 466 465 1 477 505 1 766 318 1 963 842 100% 100% 100% 100% 421% 89% Liabilities Funds of trading participants 322 251 1 231 999 1 119 098 885 736 69% 83% 63% 45% 275% 57% Financial liabilities of central counterparty 47 009 139 610 518 509 939 309 10% 9% 29% 48% 1998% 278% Accounts payable for payments to security holders 3 671 6 353 6 138 8 440 1% 0% 0% 0% Calculations based on marginal contributions for reverse REPO 51 - 418 2 0% 0% 0% 0% Liabilities related to assets held for sale 5 865 - 1 2 1% 0% 0% 0% Deferred tax liabilities 3 824 4 016 5 017 3 418 1% 0% 0% 0% Current income tax liabilities 76 737 384 2 677 0% 0% 0% 0% Other liabilities 1 925 2 943 3 142 2 655 0% 0% 0% 0% Total Liabilities 384 670 1 385 657 1 652 708 1 842 239 82% 94% 94% 94% 479% 101% Capital Authorized capital 2 598 2 498 2 498 2 498 1% 0% 0% 0% Share premium 38 954 32 528 32 471 32 439 8% 2% 2% 2% Treasury shares -10 194 -3 365 -2 922 -2 614 -2% 0% 0% 0% Foreign currency conversion reserve 7 -62 -17 -27 0% 0% 0% 0% Reserves related to assets held for sale - - -72 - 0% 0% 0% 0% Investment revaluation reserve -281 -1 328 901 1 638 0% 0% 0% 0% Share-based payments 368 437 505 496 0% 0% 0% 0% Retained earnings 49 999 60 736 79 991 86 968 11% 4% 5% 4% 174% 28% Noncontrolling interests 343 404 254 205 0% 0% 0% 0% Total capital 81 794 91 847 113 610 121 603 18% 6% 6% 6% 149% 19%

Source: the Customer’s data, the Appraiser’s calculations

35 SECURITIES MARKET

The fee income on the share market declined by 7.0% year-on-year, to RUB 1.64 billion. Total trading volume in 2015 was RUB 9.40 trillion, 8.6% less than in 2014. The aggregate share market capitalisation at the end of 2015 reached RUB 28.8 trillion (US Dollars 393.2 billion). The fee income grew by 14.3% to RUB 118 billion, driven primarily by large initial offering volumes. OFS offering volumes grew by 359.3% vs. 2014, while corporate bonds offering volume reached the record level of RUB 2.0 trillion (5.2% growth year-on-year). Total trading volume amounted to RUB 11.2 trillion in 2015, which is 5.2% above the 2014 level. Income from listing and other services grew by 28.6% to RUB 451.5 million.

FX MARKET

FX market fee income grew by 27.0% to RUB 4.3 billion. The aggregate trading volume on the FX market amounted to RUB 310.8 trillion, 36.0% up from the previous year. In a highly volatile environment in 2015, the trading volume grew by 32.8%, and the swap volumes, by 37.6% due to increased demand for liquidity management instruments.

MONEY MARKET

Money market fee income grew by 19.8% vs. 2014 due to average REPO deal period increase from 5.0 to 6.6 days, reaching RUB 3.9 billion. The aggregate market trading volume, including REPO and depositing/lending operations, grew by 4.6% to RUB 213.8 trillion. The volume of REPO with central counterparty trades continued growing at a lively pace: they grew 2.7 times year-on-year, reaching 36.9% of the aggregate REPO volumes, or RUB 78.9 trillion.

DERIVATIVES MARKET

Derivatives market fee income declined by 10.1$% vs. 2014, reaching RUB 1.5 billion. Contract-based trading volumes grew by 17.4% to 1.7 billion contracts or RUB 93.7 trillion, driven mainly by FX instrument trades. The open positions volume grew by 29.0% reaching RUB 590.0 billion by year end.

DEPOSITORY SERVICES AND SETTLEMENT OPERATIONS

Income from depositary and trade settlement operations grew by 8.7% reaching RUB 3.5 billion. The amount of assets held in custody at NSD grew to RUB 31.69 trillion by the end of 2015 (the average value was RUB 29.08 trillion) from RUB 24.94 trillion (at the end of 2014).

OTHER OPERATIONS

36 Income from the Group other operations grew by 41.9% reaching RUB 1.37 billion. Of these, the largest share fell on the sales of market data and provision of information services (RUB 688.4 million, 57.8% growth), as well as soft- and hardware sales (RUB 526.7 million, 6.2% growth).

INTEREST AND OTHER INCOME

The Group's interest and other income grew by 96.7% vs 2014, reaching RUB 28.1 billion. This growth was mainly underpinned by a considerable increase in the size of the investment portfolio (the daily average volume amounted to RUB 1.1 trillion in 2015, up from RUB 700 billion in 2014) and high interest rates.

EXPENSES

The Group's operating expenses amounted to RUB 11.3 billion, having grown by 8.7% from 2014. Stringent cost controls allowed the Group to contain expense growth at rates below inflation for the third year on end. The amount of administrative and other operating expenses grew by 10.3% in 2015, reaching RUB 5.5 billion, driven primarily by growing intangible assets amortisation charges, as well as equipment and said assets maintenance and repair costs. Personnel expenses grew by 7.2% vs. 2014, reaching RUB 5.8 billion. Capital expenses amounted to RUB 2.5 billion in 2015, of which RUB 2.1 billion was spent on the acquisition, development, and improvement of equipment and software.

CASH AND CASH EQUIVALENTS

The Group's own cash amounted to RUB 79.0 billion based on 2015 results. As of 31 December 2015, the Group did not have any debt obligations. Record financial results were underpinned by increased trading volumes on the FX, money and bond markets, interest rate growth in conjunction with stringent cost controls

37 3.2. 2015 Results and Plans for 2016 by Segment 3.2.1. Securities Market Table 3.3 Results of 2014-2015

Description Volumes, bn rub. Change Structure, % 2014 2015 % 2014 2015 Stock market, DR (depositary receipts) and equity -8,6 interest (total) 10 283 9 398 Secondary trade 10 255 9 352 -8,8 99,7 99,5 Placement 28 46 64,3 0,3 0,5 Bond market (total) 10 305 11 159 5,2 Secondary trade 8 602 8 529 -0,8 81,1 86,4 FLB (Federal loan bonds)/BRB (Bank of Russia bonds) 3 877 3 577 -7,7 36,6 32,1 Other bonds 4 725 4 952 4,8 44,6 44,4 Placements 2 003 2 630 31,3 18,9 23,6 FLB/ BRB 144 661 359,0 1,4 5,9 Other bonds 1 859 1 969 5,9 17,5 17,6 Source: the Customer’s data

Aggregate bond market trading volume amounted to RUB 11.2 trillion in 2015, up 5.2% from the 2014 value. Total OFS offerings grew by 359.3% vs. 2014, while offerings reached record RUB 2.0 trillion, which is 5.2% higher vs. the 2014 value. Aggregate share market trading volume was RUB 9.40 trillion in 2015, 8.6% down from 2014. Total share market capitalisation reached RUB 28.8 trillion (US Dollars 393.2 billion) at the end of 2015.

From 1 January 2015, private individuals were allowed to open individual investment accounts (IIA) for the purposes of making investments on the securities market. Based on 2015 results, the Moscow Exchange registered almost 89 thousand IIA, with the 100 thousandth investment account opened in mid-February 2016. 76 brokers and managing companies offer their clients the individual investment account opening service. Out of all IIA opened, about 30% belong to new clients without any securities market trading background. On a general note, the number of the Moscow Exchange securities market active clients grew by 20% in 2015.

From 15 October 2015, professional securities market participants and managing companies were allowed to perform remote identification of individuals for the purposes of remote contract execution via the Unified Identification and Authentication System (UIAS) and the Inter-departmental Electronic Interaction System (IDEIS). These convenient and simple new client registration methods will facilitate more individual investor account openings, including individual investment accounts, on the Russian securities market. In 2015, two broker companies launched UIAS-based full remote account opening cycle, two more companies started offering this service from early 2016. In addition, the

38 Moscow Exchange assists in connecting about 50 other companies to the UIAS system. Fully featured launch of client identification by a set of data with the help of IDEIS is expected in 2016.

From 1 June 2015, uniform T+1 settlement cycle without full prefunding was introduced for all trades in federal (OFS) bonds. This allowed market participants to reduce their government debt market operations funding costs, grow their operating volumes as full prefunding was no longer necessary, and improve efficiency of the market makers' activities, thereby helping to boost the liquidity of the exchange-based OFS market. As the result, monthly average OFS trading volumes in the second half of 2015 grew by 61% vs. the first six months of 2015.

Share trading volume in the Moscow Exchange Innovations and Investments Market (IIM) Sector grew by 82% year-on- year in 2015, reaching RUB 54.5 billion. The MICEX Innovations stock index grew by 58.7% over 2015. By the end of 2015, 36 securities traded in the IIM Sector (17 shares, nine bonds, eight investment units, one depositary receipt and one ETF), while the aggregate IIM Sector capitalisation reached RUB 213.86 billion.

The IIM Sector was established by the Moscow Exchange jointly with ROSNANO in 2009 with the purpose of attracting investment, primarily, in the development of small and medium businesses in the innovations sector of the Russian economy.

In January 2015, the Moscow Exchange approved the IIM development concept implementation roadmap which primarily aims to improve the quality of the issuers whose securities are admitted to trading in the IIM Sector.

Throughout the year, effort was made to initiate amendments to the Tax Code, which resulted in the introduction, from 1 January 2016, of tax benefits for investors in the IIM issuers' securities.

In 2015, the Pre-IPO Fund, focused in the IIM infrastructure, was established with the involvement of the capital of the Russian Venture Company and the Da Vinci Capital Group.

In September, a market making program was launched in respect of a group of promising IIM Sector shares with a view to boost the liquidity of this market segment and stimulate the activity of IIM listing agents.

A Post-IPO IIM Issuers Support program was implemented in partnership with the Moscow City High-Tech Startup Venture Investment Promotion Fund.

The Moscow Exchange close auction technology that yields representative share prices and excludes any possibility of upward or outward price distortions, received international acclaim. From 13 April 2015, the FTSE index provider started calculating index values taking into consideration Russian exchange-traded securities based on the prices obtained in the course of the Moscow Exchange close auction. This helped to boost the share market liquidity. The close auction's share of the aggregate 2015 trading volume grew by 30%, reaching 11% of total trading volume on some days.

Commencing from 1 June 2015, the open auction procedure was introduced for OFS and shares from 1 June 2015, replacing the pre-trading period; a distinctive feature of this procedure is that it allows members to place market orders.

39 Besides, the close auction procedure was introduced for OFS that fully matches the one applied on the share market in terms of technology.

In 2015, trading in new types of securities was launched at the Moscow Exchange, including federal (OFS) bonds indexed to inflation (OFS-IN), as well as structured BCS bonds that are similar to Western ETN (exchange traded notes), linked to baskets of assets of all kinds, allowing investors to not only earn income in different market situations but also to considerably diversify their investments.

Starting from 1 June, it has been possible to make T+ trades in securities settling in US Dollars. Another implemented capability was trading in bonds denominated in Chinese Yuan and British Pounds, and settling in these currencies.

18 Eurobonds of Russian issuers were admitted to trading on the Moscow Exchange with the minimum trading lot size reduced to one thousand US Dollars which made them more accessible for individuals and boosted their interest towards debt market investment.

In 2015, the first issues of special financial vehicle (SFV) were placed in accordance with the "securitisation amendments package":

- Europe SFV, 14-1А, Class A and B, for a total amount of RUB 14.2 billion;

- Uralsib Leasing SFV 01, for a total amount of RUB 2.2 billion.

In 2015, the Moscow Exchange offered issuers a new bond issue registration method that makes it significantly easier for companies to enter the debt market, the exchange-regulated bonds program. During the year, the Group registered 37 exchange-regulated bond programs for the aggregate value of RUB 4,750.5 billion, USD 10.1 billion and EUR 5 billion; 22 bond issues were effected within these programs.

It is expected that the exchange-regulated bond product range will be expanded in 2016; this will include, in particular, bank-issued structured bonds linked to various indicators, non-mortgage securitisation of loans, which is one of the ways to relieve the load on the Russian banking capital, as well as issuance of floating rate products by corporate issuers, similar to OFS-IN.

In 2015, the Moscow Exchange registered four issues of exchange-regulated bonds denominated in Chinese Yuan, for the total of CNY 2.85 billion, and two exchange-regulated bond issues in Swiss Francs, for the total of CHF 400 million. Registered bond offerings may take place in 2016.

On 25 January 2016, the Moscow Exchange introduced the T+2 trading mode for Eurobonds settling in US Dollars. The new settlement cycle will allow to reduce the market members' costs of Eurobond market operations funding, and increase the trading volumes as full prefunding is no longer required.

40 New exchange-regulated funds (ETF) are expected to be launched. By the beginning of 2016, there were 11 ETF trading on the Moscow Exchange based on such underlying assets as Russian Eurobonds, US Treasuries, shares of the MSCI index family, and golden bullion. In early March 2016, the first exchange-regulated investment fund based on the RTS Index was admitted to trading.

Public share offerings in 2015:

. MCB– IPO – RUB 13.2 billion, SPO – RUB 16.5 billion; . Europlan – IPO – RUB 3.3 billion.; . NGP– IPO – RUB 3.7 billion; . Lenta – SPO – RUB 13.5 and 9.3 billion; . OVK – IPO – RUB 9 billion; . – share listing; . – SPO – RUB 9.8 billion. Bond offering volumes in 2015:

. Corporate bonds – RUB 1,861.08 billion; . OFS – RUB 648.90 billion; . Municipal bonds – RUB 3.91 billion; . Bonds of micro financing organisations – RUB 8.00 billion; . Subfederal bonds – RUB 93.71 billion. In 2015, the Moscow Exchange continued tightening its listing requirements applicable to all kinds of instruments with a view to increase the depth of analysis and the quality of securities admitted to exchange trading.

In 2016, the Moscow Exchange will continue refining its listing rules, setting further requirements to issuers, securities and market participants.

It is expected that in 2016 the range of foreign financial instruments will be expanded by adding the following foreign securities:

. ETF; . structured bonds; . Eurobonds admitted to trading at the initiative of the Exchange.

41 In 2016, the moratorium for share issuers that has applied since the launch of the listing reform will expire, following with Russian companies are to make their securities and their corporate governance practices compliant with the Listing Rules in effect from 9 June 2014.

3.2.2. Derivatives and Standardised Derivatives Market

Table 3.1 Results of 2014-2015 Volumes, bn rub. Change Structure,% Description 2014 2015 % 2014 2015 Futures and options market (total) 61 316 93 7113 52,8% Futures 55 566 90 231 62,4% 90,6% 96,3% Currency 29 404 62 478 112,5% 48,0% 66,7% Interest 92 25 -72,8% 0,2% 0,0% Stock 3 338 3 054 -8,5% 5,4% 3,3% Index 21 804 20 291 -6,9% 35,6% 21,7% Commodity 928 4 383 372,3% 1,5% 4,7% Options 5 749 3 482 -39,4% 9,4% 3,7% Currency 2 043 1 412 -30,9% 3,3% 1,5% Stock 50 60 20,0% 0,1% 0,1% Index 3 645 2 002 -45,1% 5,9% 2,1% Commodity 11 7 -36,4% 0,0% 0,0% Source: the Customer’s data

Over 2015, the Moscow Exchange derivatives market turnover grew by 52.8% vs. 2014, reaching RUB 93.71 trillion. The largest trading volume growth was seen in the commodities and money sections of the derivatives market. The turnover structure therefore changed somewhat: the share of index-based and stock-based derivatives declined, while that of FX-based and commodity-based ones grew.

High trading volumes on the derivatives market are explained, among other things, by efficient client acquisition effort which resulted in a considerable growth in the number of new clients, as well as in overall increase of activity on the

derivatives market.

Monthly average active clients (active client accounts) number grew by 24.8% in 2015, from 31,800 to 39,700. In December 2015, the number of active clients reached its maximum at 47,503.

In March 2015, the FX instruments range offered on the Moscow Exchange derivatives market was expanded: futures for US Dollar / Canadian Dollar, US Dollar / Turkish Lira, Chinese Yuan / Russian Rouble pairs were launched.

42 To make index-based derivative contracts more attractive for small private accounts (the retail segment), the "reduced" (ten times by size) MICEX index-based was launched in August 2015 (ticker: MXI).

In 2015, the Moscow Exchange derivatives market implemented deliveries of OFS futures and Russian Eurobonds through automatic bond trading on the securities market, introduced automatic option exercise on the expiration day, and optimised the USD/RUB and EUR/RUB futures and options exercise schedule. This allowed futures to be exercised as close as possible to the fixing time on the FX market. In addition, a cross-trading capability was implemented which provides a better operating environment for non-resident clients.

For the first time in the Russian derivatives market history, clients' open positions and guarantees were passed from one clearing member to another clearing member.

Following the legislative changes that relieve the CCP requirements applicable to over-the-counter trades, restrictions on OTC transactions on the standardised derivatives market were lifted.

Specifications of existing OTC contracts were revised, complemented by the development and implementation of specifications of new OTC contracts that may be made on the standardised derivatives market.

Therefore, the following OTC contracts are currently available: interest rate swap, currency swap, currency forward, currency option.

Launch of OTC currency and interest rate swaps is expected.

In 2016, futures contracts based on interest rates (Ruonia and MOEX-REPO) are expected to be launched and developed, complemented by share futures-based options range expansion. 3.2.3. FX market Table 3.2 Results of 2014-2015 Volumes, bn rub. Change Structure,% Description 2014 2015 % 2014 2015 Foreign exchange market (total) 228 546 310 837 36% 100% 100% spot 77 798 103 335 33% 34% 33% swap 150 748 207 502 38% 66% 67% US Dollar-Ruble 188 822 257 984 37% 82,6% 83,0% Euro- Ruble 34 711 43 400 25% 15,2% 14,0% Euro-US Dollar 4 693 8 571 83% 2,1% 2,8% Yuan- Ruble 305 858 181% 0,13% 0,28% Other 14 24 71% 0,006% 0,008% Source: the Customer’s data

43 The total FX market trading volume amounted to RUB 310.8 trillion, up 36.0% year-on-year. Against the background of highly volatile exchange rates in 2015, the spot market trading volume grew by 32.8%, with swap transactions volume rising by 37.6% due to increased demand for liquidity management instruments.

In 2015, the Moscow Exchange FX market share grew vs. 2014: in relation to the interbank market as a whole, from 42 to 49%; in relation to USD-RUB trades, from 50 to 58%; in relation to EUR-RUB trades, from 64 to 68%.

The Chinese Yuan / Rouble currency pair develops successfully: trading volume grew threefold in 2015, to RUB 858 billion.

At the end of 2015, there were 511 trading members operating on the Moscow Exchange FX market: 459 banks and 52 non-lending organisations holding professional securities market participant licenses.

Development of client services and implementation of projects expanding the capabilities of the exchange-based FX market participants, primarily, Direct Market Access (DMA) and Sponsored Market Access (SMA), supported the growth of client operation volumes on the FX market: over 2015, the client operations turnover grew 2.2 times to RUB 130 trillion, and their share of all spot trades reached 55% by the end of 2015.

At the end of 2015, there were 7.3 thousand non-resident clients from 90 countries registered on the Moscow Exchange FX market. The share of non-resident trades in the aggregate spot turnover grew from 27 to 37% on average over 2015.

High exchange rate volatility fostered the public interest towards exchange-based FX operations. In 2015, turnovers generated by individuals on the Moscow Exchange FX market grew sixfold, to RUB 22.4 trillion. The share of private individuals' transactions in the aggregate spot turnover reached 12.3% in December 2015, up from 8.5% in January 2015.

To distinguish between trading members and clearing members, in March 2015, the "common clearing member" status was assigned to Rosselkhosbank, and in early 2016, Bank of America became the first global bank that received this status. The "common clearing member" status allows to provide clearing services to both trading members and various client groups, such as Russian and foreign legal entities and individuals that trade on the Moscow Exchange FX market. Non-resident members that received this status may become parties to FX market trades and effect clearing and settlements in relation thereto, which unlocks new client service business opportunities. The introduction of this member category corresponds to the worldwide practices of developed markets, thereby reducing overall risk of centralised settlement systems.

In 2015, the integrated FX market of the Eurasian Economic Union continued to develop. In September, access to the Moscow Exchange FX market trading was granted to the National Bank of the Republic of Belarus, and in late 2015, the first Armenian member, ARMBUSINESSBANK, entered the market. Previously, in 2013-2014, direct access to the Moscow Exchange FX trading was granted to the Inter-State Bank, three Belarussian banks (BSP-Sberbank,

44 Belarusbank, Belagroprombank), the National Bank of the Republic of Tajikistan, the Tajik "Eskhata" bank and the Kazakh "AsiaCredit Bank".

In 2015, the aggregate turnover of the integrated FX market members amounted to RUB 267 billion. The amount of Belarussian Rouble trades grew 6.5 times to RUB 264 billion (BYR 69.8 billion), that of Kazakh Tenge trades, 7 times to RUB 98 million (Tenge 331 million).

From 2 February 2015, the price increment of the "USD-RUB", "EUR-RUB" and "GBP-RUB" spot FX market instruments was doubled to RUB 0.0010. This was done to satisfy the market members' wishes. The increased price increment helps reduce the FX market volatility, improves the exchange order book liquidity, and unifies the parameters of the Moscow Exchange FX and derivatives markets.

In 2016, the exchange-based FX market instrument rage and client services will continue to develop. In particular, launch of trading in deliverable futures is expected in three currency pairs, USD/RUB, EUR/RUB and CNY/RUB, complemented by the introduction of new currency pairs.

Launch of new instruments, based on the Moscow Exchange fixing – USDRUB_FIX and EURRUB_FIX, is expected; members will indicate the difference between the Moscow Exchange FX fixing and the trade final exchange rate as the trade price.

Once the Moscow Exchange FX fixing is found compliant with the IOSCO principles, this will allow foreign investors and global financial market participants to make wider use of it and to create on its basis a new internationally accepted fixing of the USD/RUB rate fixing to be used in exchange-traded and OTC derivatives.

Client access will continue to develop, and client base, to expand as more Russian legal entities and individuals join due to improved client service technologies and client services offered on the FX market. A project implying maintenance of trading member and clearing member client positions taking the client funds into account is in the pipeline.

As part of the project aimed at attracting non-residents to the exchange-traded FX market, it is expected that action will be taken to increase the number non-resident common clearing members and that of the client using the SMA technologies.

By way of developing clearing services aimed at reducing the members' costs, plans are to implement cross-product spreads, netting of a member's positions on different exchange markets, combine clearing procedure security and unification, and the list of assets admissible as collateral.

45 3.2.4. Money market Table 3.3 Results of 2014-2015 Volumes, bn rub. Change Structure,% Description 2014 2015 % 2014 2015 Currency market 204 375 213 786 4,6 REPO operations on the Stock Exchange 183 176 180 991 -1,2 89,6 84,7 Direct REPO with the Bank of Russia 100 988 73 626 -27,1 49,4 34,4 Shares and DR 3 172 2 369 -25,3 1,6 1,1 FLB/BRB 38 481 21 385 -44,4 18,8 10,0 Other bonds 59, 336 49 872 -15,9 29,0 23,3 Inter-dealer REPO 57 152 40 646 -28,9 28,0 19,0 Shares and DRs 26 686 14 221 -46,7 13,1 6,7 FLB/BRB 7 845 5 800 -26,1 3,8 2,7 Other bonds 22 622 20 625 -8,8 11,1 9,6 REPO with the CCP 25 028 66 718 166,6 12,2 31,2 Shares and DR 14 645 26 561 81,4 7,2 12,4 FLB/BRB 9 067 17 810 96,4 4,4 8,3 Other bonds 1 316 22 347 1 598,1 0,6 10,5 Credit market 21 199 32 795 54,7 10,4 15,3 Operations with collateral management with -19,0 NSD 57 220 46 361 Source: the Customer’s data

In 2015, the money market trading volume exceeded RUB 213.8 trillion, with the daily average trading volume reaching RUB 1,255.2 billion in December 2015. The REPO market share of the aggregate money market trading volume exceeds 85%. In 2015, the depositing and lending operations volume amounted to RUB 32.8 trillion, up 55% year-on-year.

Eurobond REPO operations grow at high rates: trading volumes in REPO with CCP and in inter-dealer Eurobond REPO reached RUB 28.3 trillion, having grown seven times year-on-year.

The REPO with Central Counterparty (CCP) operations are the key segment of the Moscow Exchange money market which provides the advantage of REPO guarantees on the part of the CCP whose functions are performed by the NCC Clearing Bank. In 2015, the REPO with CCP share exceeded 70% of all REPO operations, net of Bank of Russia refinancing operations. The year's total trading volume exceeded RUB 66.7 trillion, up 167% year-on-year. The number of members engaged in REPO with CCP operations has exceeded 300, with over 50 new members jointing over the year.

The growth of REPO with CCP trading volumes was facilitated by the widening range of member services: from 1 June 2015, besides Rouble settlements it became possible to make trades settling in US Dollars and Euros which provided

46 members with a further opportunity to manage their own liquidity. In December 2015, the share of FX-settled REPO with CCP trades amounted to 18% (RUB 1.7 trillion).

Trading members were able to make REPO with CCP trades maturing in up to seven settlement days and settling in Roubles. This novelty boosted the efficiency of liquidity and interest risk management over longer periods, and allowed to sync the REPO with CCP time frames and the REPO with the Bank of Russia time frames. As the result, members were able to increase the average REPO trade period: the share of trades longer than three days reached 13% (RUB 1.2 trillion).

From 1 December 2015, changes to the REPO with CCP rate indicators calculation method, the MOEXREPO index, took effect. This money market indicator has been published since December 2014 and is calculated on the basis of actual REPO with CCP trades. The change allowed to make the indicator more representative. The new MOEXREPO calculation method factors in the information on trades with all bonds admitted to REPO with CCP, including OFS, Russian corporate bonds and Eurobonds. Besides, the indicator calculation procedure now includes trades where the REPO rate exceeds the Bank of Russia deposit take rate, including the fixed interest rate on direct REPO with the Bank of Russia, so that the indicator becomes more representative and provides a better view of the money market rate movements over time.

Another money market novelty in 2015 was the launch of the "M-Deposits" deposit market universal segment, a common ground for money placements. Within this project, the Group allows to choose various parameters of deposit auctions, including the deposit tenor and amount, deposit currency (Rouble, US Dollar or Euro), the deposit auction format, lot size and price increment.

Within the "M-Deposits" project, auctions are held to place temporarily free funds of the Small and Medium Business Support Corporation (the MSP Corporation). In 2015, over 80 auctions were held where RUB 519.3 billion was placed on deposits with lending institutions.

Besides, the Moscow Exchange is the ground for deposit auctions held by the Federal Treasury, the Pension Fund of the Russian Federation and Vnesheconombank.

The main money market project in 2016 is to develop REPO with clearing participation certificates (CPC) which should facilitate growth in the volume of trades made by members on the securities and the money markets. The new instrument presented on 29 February 2016, combines the advantages of the two most popular products on the Russian money market: REPO with Central Counterparty and REPO with securities basket and with collateral management. CPC are non-39-FS regulated (ne'emissionnye) securities with mandatory centralised storage, issued by the NCC Clearing Bank in exchange for the assets in the property pool. The new project will allow to combine various collateral into a universal liquidity management instrument, and to make maximum use of the asset replacement mechanism in effective trades. At the first stage, participants are allowed to contribute cash to such pool (Euros, US Dollars, Russian

47 Roubles) and all bonds admissible by the NCC Clearing Bank as collateral (OFS, corporate bonds, Eurobonds). Going forward, the list of assets admissible to property pools will be expanded by creating a separate stock pool.

In 2016, the key Moscow Exchange money market instrument, the REPO with CCP, will continue to improve, complemented by the expansion of the inter-dealer REPO operations instrument range.

The Moscow Exchange will continue with the technological development of the "M-Deposits" segment, and will attract new auctioning agents for the purposes of placing temporarily free cash into bank deposits.

3.2.5. Commodity market Table 3.4 Results of 2014-2015 Volumes, bn rub. Change Structure,% Description 2014 2015 % 2014 2015 Commodity market (total) 18 117 550,0 Precious metals market 16 94 487,5 88,9 80,3 Grain market 2 22 1 000,0 11,1 18,8 Source: the Customer’s data

On 23 December 2015, the National Mercantile Exchange, part of the Group, launched the grain market by staring exchange-based trading in deliverable forward contracts based on wheat as the underlying asset. Trading is conducted in the bilateral anonymised auction. Contract maturities range from three days to 6 months. Shipments are handled by the National Logistics Company with inputs from surveyor companies. Grain storage is provided at accredited elevators.

The NCC Clearing Bank acts as the Central Counterparty for trades, and as the commodity delivery operator, for which purpose it received appropriate accreditation from the Bank of Russia. In particular, the NCC Clearing Bank receives accreditations of commodity warehouses, maintains commodity trading accounts for the purposes of tracking the property of clearing members and their clients on the basis of property storage agreements, and conducts transactions on such commodity trading accounts associated with the performance of property transfer obligations.

Trading members are offered forwarding services unparalleled in the Russian and global exchange trading practices. This service allows the buyer to acquire the underlying asset on the condition of delivery to the agreed basis (any railway

48 station within the Russian Federation). Provision of such forwarding service to the trading members was possible due to the Group's partner relations with Russia's largest grain hopper fleet operator, Rusagrotrans.

To launch the project, elevators were accredited in the Volgograd Region and the Stavropol Territory; an electronic document exchange system was set up with the accredited elevators, and commodity accounting transactions were performed on the commodity trading accounts of trading and clearing members.

For the project implementation purposes, a new "UROZHAI" (HARVEST) trading and clearing system was developed which in the future will allow to launch trading in derivatives underlain by any commodity.

The National Mercantile Exchange, being the chartered exchange of the Russian Ministry of Agriculture, has been part of government commodity and procurement interventions on the grain market since 2002. In 2015, the Ministry of Agriculture of the Russian Federation conducted government procurement interventions with the purpose of procuring grain for the state intervention fund.

In 2015, over 600 agricultural producer members participated in procurement interventions, almost four times the number of such intervention participants in 2014.

2.2 million tons of grain was procured via the exchange for the state intervention fund, for a total of RUB 22.4 billion (in 2014, RUB 2.1 billion). A considerable part of turnovers was registered in the Urals and the Siberian federal districts; the representatives of these territories traditionally take an active part in government interventions.

In 2016, the Moscow Exchange will continue expanding the members' capabilities within the "Grain Market" project. In particular, to secure liquidity, the Group intends to actively engage new members, increase the number of commodity storage facilities by accrediting elevators in various regions of the Russian Federation, and refine the commodity tracking system at the accredited elevators.

By way of product range expansion, swap trading is expected to be launched enabling members to attract short-term financing against balances on the commodity accounts, and to optimise payment flows. Besides, provided that there exists demand on the part of the members, the Group will be ready to add new commodity groups as underlying assets.

Besides bilateral auctions, plans are to provide the opportunity to conduct trading in the unilateral auction mode.

The precious metals market that was launched on the Moscow Exchange in late 2013, has displayed considerable growth. The aggregate trading volume grew almost six-fold in 2015, reaching RUB 94.1 billion, which in terms of quantity corresponds to 41.9 tons of gold and 1.4 tons of silver; some of these volumes were sold by members physically, with the bullion deliveries to, and acceptances at, the NCC Clearing Bank vaults.

Trading in gold and silver is conducted on the FX market platform using the common margining and risk management system. Roubles, US Dollars, Euros and Chinese Yuan, as well as precious metals are admissible as collateral in trades.

49 In 2015, 15 new institutions, including the Bank of Russia, joined exchange trading in gold and silver. In late 2015, there were 61 institutions operating on the precious metals market, including 50 banks and 11 investment companies. To maintain liquidity on main market instruments, market makers continued working on the basis of agreements with the Moscow Exchange. Five non-banking institutions provide direct access to trading (DMA) for their individual and corporate clients.

In 2016, the Moscow Exchange plans to carry on with the improvement of its services and precious metals exchange trading environment for all member categories. Consideration is given to potential product range expansion through platinum group metals, subject to interest on the part of the commodities and financial market members.

3.3. Post-trading services 3.3.1. Clearing operations From 1 November 2015, the Moscow Exchange introduced the new Central Counterparty protection levels hierarchy, uniform for all Group markets, which aims at assuring the reliability and transparency of clearing member interactions, as well as guaranteed recovery of the NCC Clearing Bank financial stability in any market situation. In particular, the Central Counterparty liability limit was introduced that comprises the committed capital (from 1 November, amounts to RUB 6.5 billion) and the complementary capital limited by the need to maintain the minimum level of the statutory capital of the NCC Clearing Bank necessary to carry on with the activities of the Central Counterparty, and to assure exchange trading continuity. The protection system developed is aligned with the international standards of Central Counterparty activities.

In March 2015 and in February 2016, Fitch Ratings international rating agency confirmed the NCC Clearing Bank ratings, two of which, the long-term issuer default risk (IDR) rating in the national currency of "BBB", and the viability rating of

"bbb", are one notch above the sovereign rating of the Russian Federation "ВВВ−"). The long-term issuer foreign currency default risk rating and outlook were assigned at the same level as Russia's sovereign rating level ("BBB–", "Negative").

The NCC Clearing Bank equity grew by 440.5% in 2015, reaching RUB 54.13 billion as of 1 January 2016, being the factor of the Bank reliability and financial resilience.

In 2016, the NCC Clearing Bank will carry on with its efforts aimed at integrating clearing on various Group markets, developing and improving the risk management system and making clearing service more attractive. Further plans are to take action for the NCC Clearing Bank to obtain the status of a non-banking lending institution in connection with the amendments to the clearing law. 3.3.2. National Settlement Depository Activities The National Settlement Depositary (NSD), part of the Group, fully completed the three-year central depositary development strategy adopted in 2012, the year when NSD was granted that status. All main strategic business lines,

50 i.e. central depositary, repository, collateral management system, payment system and corporate actions and corporate information centre, have been established and function successfully. Another goal underlying the strategy development effort was to grow the amount of assets in NSD custody to RUB 30 trillion. Based on 2015 results, this indicator reached RUB 31.7 trillion.

From 1 October 2015, market participants must report to the repository on all types of trades with derivative financial instruments (derivatives) made on the basis of master agreements. Migration to extended reporting was as comfortable as possible for the market participants, without any technical flaws or complaints on the part of the clients or the regulator, due to the preparatory activities with clients.

In 2015, market participants were provided with the opportunity to make trilateral REPO trades with the Federal Treasury, accessing all benefits of the NSD collateral management services, including choice of optimal collateral, replacement of securities with different ones acceptable to the creditor, calculation of compensation contributions, daily marking to market of securities. Based on the year results, the amount of REPO trades with the Federal Treasury reached RUB 9 trillion.

NSD launched the conversion payment service that combines two transactions (currency sale/purchase and money transfer) into one, thereby reducing the number of instructions and payment documents for clients. It became possible to effect "delivery against payment" settlements in "central bank funds" i.e. using the counterparties' correspondent accounts opened by the Bank of Russia in the settlement system. This settlement model is the universal standard on the international financial markets and allows to reduce risks.

NSD implements the best practices in the risk management area and employs international expertise for independent appraisal purposes. The Thomas Murray agency that specialises in the assignment of ratings to infrastructure financial institutions confirmed the NSD appraisal at the "АA−" level which corresponds to extremely low level of risk, with a "stable" outlook. The management risk and transparency assessment was increased from "А+" to "АА−".

NSD performed an operations audit in accordance with ISAE 3402 International Standard. In 2015, audit based on ISAE 3402 type II was undertaken for the first time; such audit implies more investigation: appraisal of whether the control procedures design is consistent with its goals was complemented by the operating efficiency appraisal of the procedures themselves.

In June 2015, NSD signed a memorandum of understanding with China Central Depository and Clearing Co., Ltd (CCDC) that serves government securities; the ultimate goal of the MoU is to establish a direct and convenient channel for investors between the Russian and the Chinese markets. In 2015, NSD also signed memoranda of understanding with central depositaries of Serbia and Greece, whereby the parties agreed to exchange information and interact on a regular basis.

In July 2015, legislation was adopted that contains the key provisions of a reform of corporate actions in Russia. The transformations will afford more protection of the local securities holder rights and will allow to reduce the costs of

51 participation in corporate actions. Professional market participants and investors will receive a common source of authoritative information on corporate actions on the basis of NSD, and the information from that source will have prevalence.

Key points of the corporate action reform taking effect from 1 July 2016:

- change the approach to the compilation of the securities holder lists;

- introduce a new rights exercise procedure in connection with centralised corporate action taken via the tracking system institutions;

- introduce the central depositary's right to prescribe electronic communication formats for exercising rights in relation to securities;

- introduce new ways of participation in general meetings of securities holders, in particular, electronic voting via depositary service (e-proxy voting) and electronic voting via website (e-voting);

- a corporate information centre will be established on the basis of the central depositary.

The cascaded e-proxy voting procedure allows the NSD depositors to use the ISD 20022 and 15022 international standards to obtain necessary shareholder meeting information and send in voting instructions in accordance with their client orders. This service has been available since 1 April 2015.

In the 9 months that have passed since the service launch, the e-proxy voting option was provided at 283 issuer meetings. Such issuers include, among others, , Sberbank, MOEK and . Enabled by the e-proxy voting opportunity, NSD depositors sent in 357 ISO-compliant voting instructions. In 2015, the Moscow Exchange also started creating its own e-voting platform. The platform will allow securities holders to remotely participate in shareholder meetings, whether held in the form of joint presence, or by correspondence. It is expected that new platform authorisations will be performed via the Uniform Identification and Authentication System (UIAS) used on the Public Service Portal. This method eliminates the paper-based documentation flow and is a full substitute for personal presence. It is expected that e-voting will be launched at the Moscow Exchange in 2017.

As Russian issuers adopt electronic technologies and the ISO 20022 format to hold shareholder meetings, this will improve the quality of corporate governance, simplify the exercise of the securities holders' rights which eventually will make Russian assets more attractive.

It is expected that in 2016 the first stage of the unit investment fund investment unit tracking centralised system development project will be launched. As part of this project, brokers will have the ability to acquire, redeem or swap, via a single "entry point", in the name of their clients, investment units of UIFs operated by all managing companies, using the two-tier nominee holding scheme.

52 As part of the repository activities, plans are to migrate to the new reporting model that implies elimination of the "basic information provider's" functions and replacement of powers of attorney with information provider appointment notices which may be filed electronically.

Further plans for 2016 are to implement the technology enabling the giving of securities as collateral on the Moscow Exchange standardised derivatives market. Clients will access the NSD collateral portfolio optimisation and delivery securities selection services. It is further expected that the NSD trilateral services will be used for securities lending purposes.

Besides, it is expected that the NSD pricing centre will receive official Bank of Russia accreditation in 2016, and that development and implementation of fair value calculation methodologies for various classes of financial instruments, as well as development of the international pricing centre data distribution network will continue.

3.4. Information products 3.4.1. Indices In 2015, the Moscow Exchange launched a range of indicators for various categories of the securities market participants. Two new benchmarks were created for the government-controlled companies stock market: the MOEX State-Owned Companies Index and the MOEX Regulated Companies Index.

- The state-owned companies index calculation base includes shares of Russia's largest companies, in relation to which the position of the Russian Federation as the shareholder is determined by the Government of the Russian Federation.

- The regulated companies index calculation base includes shares of companies included in the list of natural monopolies, approved by the Federal Anti-Monopoly Service.

The indices are calculated by the Moscow Exchange using the yield-to-maturity method (with dividends) and are capitalisation-weighted. The index calculation bases are revisited on an annual basis with reference to the list of shares recommended by the Economic Development Ministry and the Federal Property Management Agency (Rosimushchestvo). Development and introduction of new indices is government activity undertaken with the purpose of improving the quality and transparency of corporate governance in government-controlled companies.

In addition to indices, segmented by credit rating level, that leading rating agencies assign to issuers, indices of corporate and municipal bonds, segmented by the Group quotation lists, are now calculated.

In 2015, an upgrade of REPO with central counterparty (MOEXREPO) indicators upgrade was undertaken which expanded the range of instruments (by inclusion of Russian corporate bonds and Eurobonds) and trades used for the indicator calculation purposes. Furthermore, changes were made to the pension assets index calculation procedure that factor in the updated regulatory requirements.

53

3.4.2. Analytical products Year 2015 saw development of a new area of business, analytical products that are regular reports on the market conditions, trading structure and various analytical indicators. The Moscow Exchange is the only possible source of such data; this explains the interest towards analytical data displayed by major institutional clients. Members of academic community are involved in the research so we expect that research publications will appear in leading publications on the basis of the Moscow Exchange data. 3.4.3. Securities database In 2015, the reference database of Russian securities and issuers, RU DATA, was launched which, for the first time on the Russian market, combined all available information on Russian issuers and their financial instruments. Development of a financial instrument fair value appraisal system within the pricing centre framework became another important line of activity in the information services area.

Of the targets set for 2016, it is worth mentioning the index and indicator calculation platform upgrade which will take the index information distribution to a totally new level, and improve the level of the service provided.

Plans include creating new index and indicator ranges and developing existing ones, factoring in the rapidly evolving Russian financial market landscape. In particular, the following are expected to be launched:

. small and medium cap companies stock indices; . Bank of Russia Lombard list bonds index;

. yield-to-maturity indices; . updated government securities zero-coupon yield curve. It is expected that foreign investors and members of the global financial market will make wider use of the Moscow Exchange indicators following their international acceptance in early 2016. The index management procedures passed international audit which confirmed that the indices and indicators calculated by the Group fully meet the requirements of not only Russian, but also international regulations, including IOSCO. Commitment to use the world's best practices in the index and indicator calculation area was proclaimed in the new index management policy. Wider acceptance of financial indicators should facilitate liquidity growth in the Moscow Exchange markets as well as growth in the Group index business revenue.

Plans are to expand the information product range and establish a high-speed data stream for the most discerning algotraders that will be consistent with the contemporary global tendencies in the information dissemination area.

54 3.5. Client service 3.5.1. Access to markets During 2015, the Moscow Exchange carried on with the improvement of its client services, demonstrating a client- oriented approach. This allowed to improve system client-friendliness, reduce client expenses and provide the environment for subsequent efficient interaction.

In 2015, the Moscow Exchange undertook major preparations to enable transition in early 2016 to uniform client registration on all Group markets. According to the new technology, trading members are provided with the common universal client code on all Moscow Exchange markets, which eliminates the need to register the client separately on each market. Attraction of new private investors to the exchange is an important strategic priority for the Group. The new project will make Group interfaces as simple and convenient for the trading members as possible.

Besides, efforts continued to implement batch-wise client registrations on the securities market in early 2016, which will allow clients to make trades already on the registration day. Going forward, such batch-wise client registration system will be implemented on the remaining Moscow Exchange markets. In an environment where broker accounts can be opened remotely, the introduction of batch-wise client registration will save much of the private investors' securities market entry costs. Subsequent plans are to introduce online client registration which will allow to start trading on the Moscow Exchange as quickly as half an hour after account opening.

Last year, the Group continued optimising its documentation flows. Following simplification of the know-your- customer file compilation procedure, new approaches to the technical access to, and electronic interaction with, the Group were implemented which allowed to reduce the number of the incoming client documents by 18%. This was primarily achieved by reduction in the number of agreements made and documents provided through their combination and unification. To improve customer service quality and upgrade its own business processes, the Group has launched several projects aimed to implement end-to-end information processing. This will allow to expedite client inquiry processing and in the future will improve the accessibility, reliability and quality of Group services.

In terms of client interaction development in 2015, the Moscow Exchange prioritised those activities and projects aimed at the development of new services so as to create as comfortable trading environment as possible. In particular, this implied content development of the "Trading member's personal account". Here the trading member can access information on its status, agreements made, technical access services offered, register clients on all markets, retrieve reports, track documents filed and generate own electronic documents. Such system of electronic document acceptance from trading members via their personal accounts will significantly reduce the document development time spent by clients, as well the time required for their processing by the Moscow Exchange. Another project implemented concerned unification of the trading members' client registration, which allowed to unify procedures at the Group exchange markets, upgrade the client registration and tracking system, and reduce the trading members' costs. 3.5.2. Information technologies

55 In 2015, the Moscow Exchange continued implementing its strategic program aimed at the modernisation of the Group market technology platforms' IT architecture.

As part of the project of the Moscow Exchange trading and clearing systems split into separate modules, which is intended to significantly improve the exchange systems reliability, the first version of the derivatives market trading and clearing system (Spectra TCS) with partially split component-based architecture that uses the IBM LLM ultra-speed messaging bus has been set in commercial operation. Another system set in commercial operation was the first version of the securities and FX markets trading and clearing system (ASTS+), in which everything was made ready for the architecture split. This is the first step towards the upgrade of the Group entire trading and clearing complex, eventually aimed at achieving a ten-year extension of the trading and clearing systems operation window. The Group trading and clearing complex upgrade program will continue in 2016 and will result in Spectra TCS being finally split into components and in the split component-based FX market ASTS TCS. The final version of the upgraded system architecture will allow to implement the offline trading mode that should radically improve trading reliability.

In accordance with the information technology development strategy, use of the existing applications' capabilities and services becomes the key method of new business products and services development, in particular:

- the Moscow Exchange has developed and set in operation the EIF integration platform which allows to implement business products and processes that require close interaction among several trading and other systems. Besides basic technology elements (Data Grid, Calculation Grid and Enterprise Service Bus), the first applications using the new platform were built, such as Risk Monitor, Waterfall Calculator, the first version of the Kantor cross-market margining algorithm.

- In 2016, the remaining two basic platform components, Business Process Management Engine and API Gateway, will be completed, and several new applications will be built, including the "Common Support Pool" service core component, the commercial cross-margining version, the user documentation automated handling process, a new version of the risk netting service between the derivatives and the FX markets, the sponsored access management portal.

By way of expanding the trading members' capabilities, the "Exchange-traded grain market" and "REPO with clearing participation certificates" projects were implemented. The grain market is based on cloud technologies which enable flexible hardware base expansion as business develops and scales up. ASTS upgrade that contains the REPO with CPS functionality, was the first to which the new development and quality management processes, implemented at the Moscow Exchange in 2015, were applied.

A new derivatives market access protocol, TWIME, was developed and set in operation, having significantly reduced the average response time and dispersion which are the key parameters of any access protocol. Unlike the previous generation exchange protocols, TWIME does not require software deployment on the client side which significantly reduces support costs and eliminates access abuse options.

56 The Exadata software and hardware complex was set in operation, having significantly expedited the exchange data processing. At the same time, the complex allows to use the extensive expertise of the Moscow Exchange specialists in the Oracle technologies. Work will continue in 2016 with the building of a unified data model and development of several application for and the regulator.

The Moscow Exchange pays much attention to the trading and clearing infrastructure reliability. To make the exchange systems more failsafe, the Group network architecture was totally restructured, with replacement of several key network elements. The development and quality management processes were industrialised, and in particular, the Software Development Life Cycle process was implemented, together with new testing methods. On the administrative side of the Group IT organisation activities, year 2015 saw implementation of a work time logging system, an IT service model reflecting business service costs, a new expense allocation model, and a new scheme of external development resources engagement.

Migration continues to the new Dataspace data processing centre which is set to become the Group's key data processing centre in November 2016. The hardware element is fully ready, and many participants are already deploying their equipment in the Group colocation area.

3.5.3. Products and services access technologies In 2015, the Moscow Exchange carried on with the development of its client services and implementation of projects that expand the capabilities of the exchange-traded FX market participants, including Direct Market Access (DMA), Sponsored Market Access (SMA), International Clearing Membership (ICM).

In 2015, the Group implemented the new access technology, the Sponsored Direct Market Access (SMA). In August 2015, it was implemented on the ASTS platform, enabling provision of the special client login feature for the trading system access purposes. Due to the SMA access, trading members' clients may submit their instructions directly into the trading system, bypassing the broker infrastructure. Client instructions are used as the basis for making orders and trades in the name of the trading members, but in the interests and at the expense of the clients. The SMA service is highly popular among the members and their clients as it significantly expands client capabilities to build their own high-speed IT infrastructure that improves client performance on the market. SMA-based connections also expanded the client base for information products, such as Non-Display licenses and derivative data licenses. 3.5.4. Global Moscow Exchange connection infrastructure As part of its global expansion strategy, the Moscow Exchange implemented the project of providing clients with network access to exchange trading in the major financial hubs,

such as London, Chicago, New York, and Frankfurt. As part of this project, TMX Atrium, a leading infrastructure solutions vendor, was engaged as a partner.

57 The service is popular among foreign clients that use the SMA service, as well as among exchange information providers and OMS system vendors. Going forward, the Group plans to expand its network geography to provide connections in Europe and Asia. The London access point (Equinix LD4), that existed from 2012 and had obsolete connection parameters was closed in September 2015, following successful client migration to new infrastructure.

The DataSpace1 data processing centre (DPC), where the Moscow Exchange deployed its infrastructure in 2015, received the Tier III Operational Sustainability-Gold certificate. A new co-location zone has been set up within DPC where the Moscow Exchange plans to start deploying client equipment from the summer of 2016. The new co-location zone is a much more failsafe and reliable infrastructure offered by the Moscow Exchange which means significantly higher quality of high-speed market access services.

4. VALUATION PROCESS DESCRIPTION

4.1. Algorithm for Determining the Value of the Valuation Subject Performing a valuation includes the following stages:

. conclusion of a contract for valuation including a valuation task; . collection and analysis of information necessary for carrying out the valuation; . application of approaches to valuation, including the selection of valuation methods and performance of necessary calculations; . alignment (consolidation) of results from applying approaches to valuation and determination of the valuation subject’s final value; . preparation of a valuation report. Collection and analysis of information necessary for carrying out a valuation, At this stage, the information necessary for carrying out a valuation of the valuation subject is collected and analysed. Quantity and quality characteristics of the valuation subject are studied, information material to determining the value of the valuation subject is collected using those approaches and methods, which in the judgment of the appraiser should be applied when carrying out a valuation gathers, including:

. information on the political, economic, social and ecological and other factors having an impact on the value of the valuation subject; . information on demand and supply in the market to which the valuation subject belongs, including the information on the factors having an impact on demand and supply, quantity and quality characteristics of these factors; . information on the valuation subject, including entitlement documents, data on the encumbrances relating to the valuation subject, information on physical properties of the valuation subject, its technical and operational characteristics, wear, tear and obsolescence, historical and expected income and costs, accounting and reporting data relating to the valuation subject, as well as any other information material to determining the value of the valuation subject. Application of approaches to valuation, including the selection of valuation methods and performance of necessary calculations. In performing a valuation, the appraiser must use cost, comparative and income approaches to valuation or provide evidence for abandoning certain valuation approaches. The appraiser may define specific valuation methods for each of these approaches at its discretion.

58 Alignment (consolidation) of results from application of approaches to valuation and determination of the final value of the valuation subject. To obtain the final value of the valuation subject, the appraiser engages in aligning (consolidating) the results of determining the value of the valuation subject using different approaches to valuation and valuation methods. In the event that the appraiser has used more than one valuation method in applying any valuation approach, results of applying the valuation methods must be aligned with the purpose of determining the value of the valuation subject obtained by applying such approach. In aligning the results of calculating the value of the valuation subject, the type of value set out in the valuation task and also judgments made by the appraiser regarding the quality of the results obtained from the applied approaches.

Preparation of a valuation report. A valuation report is produced following the valuation results. Requirements for the content and layout of the valuation report are set out by the federal law "On Appraisal Activity in the Russian Federation" and in federal valuation standards.

4.2. Description of Approaches to Valuation A business valuation is the determination of the value of a company as a portfolio of assets capable of making a profit for its owner. In carrying out a valuation, the value of all the company assets is determined: real estate, machinery and equipment, warehouse inventory, financial investments, and intangible assets. Moreover, company performance, its historical, current and future revenues, growth prospects and competitive environment in this market are separately assessed, and then a comparison of the subject company with comparable companies is made. Based on such a comprehensive analysis, a real value of the business as a portfolio of assets capable of making a profit is determined.

As a rule, a modern business is quite a complex system combining a large number of assets of very different nature – from company real estate to business goodwill. Therefore, a business valuation needs to be performed applying all the three existing valuation approaches: cost, income and comparative approaches. These approaches are not used in isolation, but rather complement each other, that is for a business valuation, appraises try to concurrently use methods under different approaches. At the same time, each approach is based on use of certain characteristics of the enterprise somehow influencing its value.

Comparative approach

Comparative approach in a business valuation is based on the principle according to which the informed buyer will not pay for the valuation subject more than the price of another asset similar to the subject of the valuation.

The most commonly used business valuation methods under the comparative approach are:

. capital market method; . method of transactions. When using the capital market method, a business valuation is performed by multiplying actual or planned business metrics of the subject company by corresponding multiples calculated using the market prices of shares of the companies comparable to the subject company trading on the stock markets.

The method of transactions is based on analysis of acquisition prices for controlling equity interests in peer companies. This method determines the most likely selling price for a business from the standpoint of demand and supply in the market. A business valuation is performed by multiplying the actual prices of equity stakes in comparable companies by corresponding multiples.

59 A company which is similar to the subject company in terms of key economic characteristics and operating in the same industry as the subject company should be considered a comparable company to the subject company.

In a business valuation using the comparative approach, the appraiser must follow the algorithm below:

. consider the company’s position in the industry and compile a list of comparable companies; . determine parameters for comparing the companies and calculate the multiples; . select multiples which will be used for calculating the value; . determine the value of the business by the chosen method; . calculate the value of the subject company given taking in to account the necessary revisions and adjustments. . When calculating price multiples the appraiser must consider: . quality and quantity characteristics of the valuation subject and comparable companies; . relevance of market data; . compliance of the multiples selected to industry specifics of the subject company; . comparability of operating conditions of the subject company and comparable companies.

Income approach

The income approach in a business valuation is based on the expectation of future income which the subject company can earn.

The most commonly used methods of valuing a business under the income approach are:

. direct capitalisation method; . discounted cash flow method. When using the discounted cash flow method, a business valuation is performed by discounting the expected future cash flows back to the date of valuation at a discount rate. This method is applicable for the valuation of any companies.

60 When using the direct capitalisation method, a business valuation is performed by multiplying the income for one representative forecast period by capitalisation ratio. This method is applicable for the valuation of companies having stable indicators of business activity.

In a business valuation applying the income approach, the appraiser must follow the algorithm below:

. analyse historical information on the company activity; . consider macroeconomic and industry trends; . select the type of cash flow or an income level as a base for the valuation; . analyse and forecast income, expenses and investments of the company; . calculate a discount rate/capitalisation ratio; . calculate the value of the business; . justify the need for making adjustments (revisions) and calculate their sizes; . calculate the value of the subject interest taking into account necessary revisions and adjustments. The appraiser can use the metrics of cash flow, profit and other income types as a stream of revenues. The discount rate/capitalisation ratio calculated in the course of valuation must correspond to the type of income used in the calculations.

The value of the valuation subject can be determined on the basis of a valuation of company cash flow on equity or invested capital.

Cash flow on equity is the cash flow attributable to the company shareholders (participants) which is left, as a rule, after financing company activity, making capital investments and change in debt financing. The cash flow on equity, as a rule, is calculated as the sum of after-tax profit and depreciation charged over the relevant period less capital investments and necessary adjustments for change in the indicator of the company’s own working capital and long-term debt.

Cash flow on invested capital is the cash flow attributable to the company shareholders and creditors after financing company activity and making necessary capital investments. The cash flow on invested capital, as a rule, is calculated as the sum of pre-interest, after-tax profit and depreciation charged over the relevant period less capital investments and necessary adjustments for change in the indicator of the company’s own working capital.

The period of forecasting income depends on the time the company reaches performance stabilisation. Stabilisation of company performance is understood to mean the achievement of sustainable long-term rates of change in the company’s forecast type of income.

The appraiser must make a justified conclusion regarding the value of the business at the end of the forecasting period (terminal value).

The discount rate must correspond to the type of cash flow used:

. the appraiser must use rates for nominal metrics if the predicted income is expressed in nominal amounts (inclusive of the inflation component); . the appraiser must use rates for actual metrics if the predicted income is expressed in real amounts (net of the inflation component).

61 The appraiser must increase the result of discounting the expected cash flows taking into account terminal value by the market value of non-productive and excess productive company assets, which are not involved in generating the expected cash flows. If necessary, the appraiser also considers the deficit or surplus of the company’s own working capital on the date of valuation.

Cost approach

The cost approach in a business valuation is based on the assumption that the value of the subject company is equal to the total value of its assets less the present value of its liabilities.

The most commonly used methods of valuing a business under the cost approach are:

. asset accumulation method; . liquidation method. When using the asset accumulation method, a business valuation is performed by subtracting the present value of liabilities from the total market or other value of assets. This method is applicable for the valuation of companies whose operations will continue.

When using the liquidation method, a business valuation is performed by subtracting the present value of liabilities and costs of selling the assets and company liquidation from the total market value of assets. This method is applicable for the valuation of companies which are in bankruptcy or at the risk of bankruptcy.

In a business valuation using the cost approach, the appraiser must follow the algorithm below:

. study the structure of assets and liabilities of the company; . carry out the analysis regarding the presence of assets and liabilities unaccounted-for on the balance sheet; . identify non-productive and excess production assets of the company; . calculate the market or other value of material assets; . calculate the present value of liabilities; . when using the liquidation method, predict the company’s liquidation costs; . calculate the value of accumulated assets. . justify the need for making adjustments (revisions) and calculate their sizes; . calculate the value of the subject company taking into account necessary revisions and adjustments.

62 4.3. Selection of Approaches to Valuation Each of the approaches considered above has certain limitations from the standpoint their potential for producing a reliable valuation of the specific valuation subject.

Based on the purposes and objective of valuation, the terms and conditions of the contract for valuation (a task for valuation), data obtained in the course of the valuation exercise and professional experience, professionals came to the conclusion that the income approach should be applied in determining the market value of the Valuation Subject. This approach was applied using the discounted cash flow method.

The contractor made the decision not to use the dividend method as this method as a rule is applied to calculate the value of non-controlling equity stakes.

The appraiser presented the value calculation under the comparative approach using the capital market method on the basis of data on Moscow Exchange’s capitalisation. The results obtained under the comparative approach were weighed only as part of calculations on the basis of company capitalisation.

Under the cost approach, the appraiser determines the value of the valuation subject based on the value of the assets and assumed liabilities held by the organisation conducting business. Application of the cost approach is limited in character and this approach is, as a rule, applied when profit and (or) cash flow cannot be reliably defined, but at the same time reliable information is available about the assets and liabilities of the organisation doing business. The organisation’s balance sheet (at the consolidated level), in the conditions of an established business, can have a considerable amount of non-identifiable intangible assets, the most exact calculation of which is possible to make using the methods under the income approach. Since the Appraiser has sufficient information to build reliable cash flows in order to determine the market value of the company under the income approach, the decision was made not to apply the Cost Approach.

63 APPRAISED PROPERTY MARKET VALUE DETERMINATION BASED ON INCOME APPROACH

General provisions The ability to generate income is normally considered the most significant factor in an appraisal of assets and/or business of an entity. The ability to generate income is the existence of "free cash flow" that may be distributed to investors less the amount of money that needs to be reinvested in the business to support its operations and continued growth. Therefore, free cash flow is the amount available for the distribution among owners without damage to the entity business or development.

For the purposes of income approach-based appraisal, the Appraiser used the discounted cash flow (DCF) method. The DCF method is based on the principle of expectation, i.e. on the assumption that the appraised property current value equals the present value of the expected future cash flows from using such property. Cash flow is forecast over a certain period of time and discounted using an appropriate discount rate.

The assumptions embedded by the Appraiser in the DCF method model were based on previous periods' actuals, analyst projects, and the Appraiser's analysis in relation to general market trends. The Moscow Exchange future cash flow projections were based on the cost and revenue structure data presented by the Client.

To the extent possible, the Appraiser cross-checked and challenged the main key assumptions provided by the Client. Where our analytical conclusions differed from the Client projections, the Appraiser made adjustments as appropriate.

The Appraiser built its consolidated model with reference to the areas of business of all Moscow Exchange subsidiaries.

Discounted Cash Flow Method Stages The following main steps are needed when building a cash flow projection:

. determine the projection period horizon; . determine the cash flow type; . formulate key macroeconomic assumptions for the projection horizon;

. build sales volume and price forecasts; . build cost forecasts; . build investment and depreciation charges forecast; . build working capital change forecast;

64 . calculate forecast cash flows; . calculate discount rate; . calculate terminal value; . calculate present value of cash flows; . make final adjustments.

Choice of projection horizon To forecast the future results of company operations, the Appraiser made projections of the results of operations for each year until the moment when company activities stabilise. Stabilisation means setting of certain and sustainable revenue growth rates and stable profitability factors.

Therefore, the project horizon for the Moscow Exchange was chosen from 01 June 2016 to 31 December 2018. Forecast information was received from the majority of analysts for the period until 2018.

Choice of cash flow type

Depending on whether or not the inflation element is factored in the cash flow, distinction is made between real and nominal cash flows (the former, unlike the latter, factors in inflation influences).

Besides, where the discounted cash flows method is used, it is possible to use either Free Cash Flow to Equity (FCFE), or net cash flow on invested equity or debt-free cash flow (Free Cash Flow to Firm, FCFF) in the calculations. The differences between them are that in the calculation of the Free Cash Flow to Equity interest on loans is subtracted and

adjustments are made to reflect any increase/decrease of the company loan indebtedness, and further that different discount rates are used.

Regardless of whether cash flow to equity or cash flow to firm is chosen, final company value figures will be comparable.

Table 5.1 Discount rates for different cash flows For the purposes of this Report, the Appraiser chose use the nominal cash flow to equity that was calculated using the following scheme: Cash flow base Discount rate type

65 2 Weighted-average cost of capital Net Income Cash flow to firm (WACC) + Depreciation

Cash flow to equity Cost of equity - Capital investment -/+ Own working capital increase (reduction)

+/- Borrowings = Net Cash Flow to Equity. All calculations net of the value-added tax. Macroeconomic assumptions Main macroeconomic assumptions were consistent with the Global Insight macroeconomic forecast for the Russian Federation, dated 15 December 2015, and the Ministry of Economic Development projections.

Forecasts of the main macroeconomic indicators for 2015-2021 are provided in the table below

Table 5.2 Forecast of Key Macroeconomic Performance Indicator Data Source 2015 2016 2017 2018 National Consumer Price Index in Russian rubles GI, December 2015 15,60% 8,60% 5,90% 5,30% National Consumer Price Index in US dollars GI, December 2015 0,10% 1,40% 2,80% 2,40% Producer Price Index in Russian rubles GI, December 2015 13,40% 6,90% 3,10% 4,30% Real GDP growth rate GI, December 2015 -4,00% -0,50% 1,30% 2,60% RF MED (Ministry of Economic Salary growth Development), October 2015 5,70% 7,20% 8,80% 8,80% US Dollars /Ruble (annual average) GI, December 2015 60,68 63,99 61,84 61,52 US Dollars /Ruble (as of the end of the period) GI, December 2015 72,88 62,66 61,38 61,94 Rates of price increase for electrical power RF MED, October 2015 4,90% 8,30% 7,60% 7,50% Rates of price increase for natural gas RF MED, October 2015 3,50% 4,90% 2,50% 3,00% Rates of price increase for electrical power GI, December 2015 15,60% 8,60% 5,90% 5,30% Source: Ministry of Economic Development of the Russian Federation, Global Insight, Central Bank of the Russian Federation

2 NOPLAT (Net Operating Profit Less Adjusted Taxes) – net profit from operations after the profit tax. EBIT = Earnings Before Interest & Taxes .

66

Income and expense forecast Historically, the Moscow Exchange income3 were divided into 2 high-level categories: fee income and interest income. Expenses were classified into high-level categories of personnel expenses, other administrative expenses and amortisation charges. Company historical financial data are provided in the table below.

Table 5.3 Historical Data of Moscow Exchange, mln rub. Description 2012 2013 2014 2015 Fee income 11 407 12 792 15 586 17 784 Interest income 10 343 11 239 13 990 27 050 Other income - 203 575 818 1 156 Total income 21 547 24 606 30 394 45 990 Payroll expenses -4 840 - 4 827 - 5 395 - 5 783 Other administrative expenses -3 047 - 3 461 - 3 938 - 3 689 Depreciation -1 536 - 1 569 - 1 570 - 1 800 Total Expenses -9 423 - 9 857 - 10 903 - 11 272 EBITDA 13 660 16 318 21 061 36 518 EBITDA margin 63% 66% 69% 79% Income before tax 12 124 14 749 19 491 34 718 Net income 8 200 11 582 15 463 27 852 Net Income margin 38% 47% 51% 61% Source: the Customer’s data

The Client did not provide any detailed income and expense forecasts, or assumptions underlying any such forecasts, and therefore, the Appraiser referred instead in the analyst forecasts and market trends. The calculation was made based on the 2015 actual results (consolidated) and average growth rates of certain financial indicators provided by analysts.

The main income growth drivers were indicated as: 1) Lesser vulnerability of the exchange results of operations to economic change as compared with the banking system;

2) The Central Bank indicated financial market development as a key objective. Given high key rate and loan rates, corporations will be forced to borrow through bonds. The Moscow Exchange is the main operator. At the same time, the majority of analytical agencies assume that interest rates will decline in the years to come;

3 For the purposes of this Appraisal Report, the Appraiser used the Moscow Exchange consolidated statements as the basis for its analysis and calculations

67 3) To finance budget deficit, the government is prepared to agree to privatisation and free float of such assets as , VTB, Alrosa, Sovkomflot, etc. (fee income growth);

4) Growth in exchange trading volumes due to inaccessibility of London Exchange because of sanctions and increased offering volumes on the Moscow Exchange;

5) Development of individual accounts on the back of increased service promotion among individuals and the general public's interest in earning income above inflation;

6) Increased activity on the money market and derivatives market (hedging transactions due to economic uncertainties) that drive fee income growth;

7) Sustainable trading volume growth;

8) High diversification of the exchange income sources;

9) Preservation of client funds (owned by corporate clients – financial institutions) in foreign currencies, for clients to be able to meet the capital adequacy requirements.

10) Further diversification of proposed products;

11) Commodity segment development (grain), etc.

Therefore, the Appraiser, based on analyst data, forecasts fee income growth and interest income decline. Retrospectively, fee income growth was linked to growing trading volumes (while tariffs were left virtually unchanged). Fee income growth is expected primarily through new bond offerings in the short term (2016-2017), as well as through international players' renewed interest towards the Russian market as the economy stabilises, the share market recovers and new financial instruments are implemented, as the range of financial instruments currently offered at the Moscow Exchange is much narrower than international counterparts. Plans for 2016 include offering of about 10% of ALROSA. Market capitalisation of the Russian market is about 15-18% vs. GDP, while the world's average for this parameter lies in the 80-100% range. Starting from 32 December 2015, the Moscow Exchange Group conducts grain trading at National Mercantile Exchange. Transition of just 10% of the Russian grain market to the exchange trading platform will allow to grow fee income by 15%.

Interest income has accounted for 45-60% of the exchange total income in the recent years. The 93% interest income growth in 2015 was caused primarily by the steep growth in interest rates. All analysts forecast that interest rates will decline in 2016 and beyond as the economy recovers. At the same time, analysts expect minor interest income growth starting from 2018-2019.

Payroll expenses are seen as the main expense growth driver.

68 Income forecast is provided in the table below. Other income was forecast at the zero level.

Table 5.4. Moscow Exchange income forecast, mln. RUB. Name Date of review 2015 2016 2017 2018 Revenue 45 990 42 936 42 366 43 444 Fee income 17 784 20 730 22 834 25 173 Interest income 28 085 22 205 19 532 18 271 Fee income growth 17% 10% RenCapital 26.12.2015 5% 7% Citi 21.01.2016 10% 6% 10% Credit Suisse 15.02.2016 8% 3% GPB 03.03.2016 17% 8% 9% HSBC 04.03.2016 20% 10% 12% SB CIB 15.03.2016 10% 10% 11% Otkritie 06.04.2016 32% 22% 13% BCS 21.04.2016 9% 13% 13% JPM 29.04.2016 18% 8% 6% BoAML 05.05.2016 7% 7% 10% ATON 23.05.2016 23% 13% 15% VTB 23.05.2016 24% 12% 9% UBS 30.05.2016 20% 11% 9% Interest income growth -21% -12% RenCapital 26.12.2015 -28% -7% Citi 21.01.2016 -22% -20% -7% Credit Suisse 15.02.2016 -27% -17% GPB 03.03.2016 44% 10% 5% HSBC 04.03.2016 -27% -30% -11% SB CIB 15.03.2016 -9% -9% -12% Otkritie 06.04.2016 -28% -12% -2% BCS 21.04.2016 -21% -7% -6% JPM 29.04.2016 -2% -6% -3% BoAML 05.05.2016 -17% -13% -3% ATON 23.05.2016 -27% -17% -16% VTB 23.05.2016 -16% 3% 4% UBS 30.05.2016 -4% -16% -14% Source: Customer’s data, Everest Consulting estimates

Expenses forecast see below.

69 Table 5.2 Moscow Exchange expense forecast, in RUB million

Name Date of review 2015 2016 2017 2018 Labour costs - 5 783 - 6 633 - 7 213 - 7 718 Other administrative costs - 3 688 - 4 223 - 4 519 - 4 828 Amortization - 1 800 - 2 011 - 2 198 - 2 375 Total costs - 11 271 - 12 867 - 13 930 - 14 921 Total labour costs 15% 9% 7% RenCapital 26.12.2015 6% 7% Citi 21.01.2016 15% 7% 6% Credit Suisse 15.02.2016 25% 12% GPB 03.03.2016 HSBC 04.03.2016 SB CIB 15.03.2016 14% 10% 8% Otkritie 06.04.2016 8% 12% 10% BCS 21.04.2016 6% 6% 5% JPM 29.04.2016 17% 8% 6% BoAML 05.05.2016 ATON 23.05.2016 16% 10% 10% VTB 23.05.2016 UBS 30.05.2016 Other administrative costs growth (excl. amortization) 15% 7% 7% RenCapital 26.12.2015 17% 6% Citi 21.01.2016 17% 8% 8% Credit Suisse 15.02.2016 5% 5% GPB 03.03.2016 HSBC 04.03.2016 SB CIB 15.03.2016 15% 10% 9% Otkritie 06.04.2016 33% 7% 3% BCS 21.04.2016 9% 2% 3% JPM 29.04.2016 14% 7% 6% BoAML 05.05.2016 ATON 23.05.2016 14% 10% 10% VTB 23.05.2016 UBS 30.05.2016 Amortization RenCapital 26.12.2015 15% 11% Citi 21.01.2016 18% 10% 10%

70 Credit Suisse 15.02.2016 8% 8% GPB 03.03.2016 -4% 5% 9% HSBC 04.03.2016 1% 1% 1% SB CIB 15.03.2016 10% 9% 9% Otkritie 06.04.2016 -2% 35% 18% BCS 21.04.2016 17% 22% 7% JPM 29.04.2016 17% 10% 1% BoAML 05.05.2016 3% 12% 5% ATON 23.05.2016 20% 10% 10% VTB 23.05.2016 20% 2% 2% UBS 30.05.2016 14% 5% EBITDA 36 398 32 079 30 634 30 898 EBITDA margin 79,4% 74,7% 72,3% 71,1% Net operating profit 34 598 30 069 28 436 28 524 Net operating profit margin 75,4% 70,0% 67,1% 65,7% Tax -6 920 -6 014 -5 687 -5 705 Net profit 27 678 24 055 22 749 22 819 Source: Customer’s data, Everest Consulting estimates

Table 5.6 Forecast of Moscow Exchange Expenditure, mln rub. Percent in Percent in Percent in Average Description Period 2013 Period 2014 Period 2015 Period 2016 2013 2014 2015 Percentage 1st Quarter Revenue 5 518 6 510 11 872 11 739 22% 21% 26% 23,2% EBITDA 3 843 4 358 9 411 9 167 24% 20% 26% 23,2% Net income 2 562 3 170 7 203 6 978 22% 20% 26% 22,6% Costs 2 736 Depreciation 503 1st half year Revenue 11 820 13 264 22 049 48% 44% 48% 46,5% EBITDA 8 367 9 125 17 356 51% 42% 48% 47,0% Net income 5 864 6 644 13 207 51% 42% 47% 46,5% Annual value 2013 2014 2015 Revenue 24 606 30 394 45 990 23,3% EBITDA 16 318 21 609 36 519 23,8% Net income 11 582 15 993 27 852 23,9% Total percentage attributable to Q2 23,70% Source: the Customer’s data, calculations of Everest Consulting, LLC

71

Capital investment forecast The Customer did not provide any capital investment forecasts for the nearest years. The Appraiser, similar to the

majority of analysts, assumed that the amortisation fund will be spent to finance capital investment.

Working capital forecast The need to subtract any increment in own working capital from the entity cash flow is explained by the consideration that as the firm revenues grow it will need more working capital, and as this need is financed out of the firm equity this will result in cash outflow.

As the property appraised is a financial institution and its core assets are cash and cash equivalents payable on the exchange side, investments for sale and financial assets at fair value, while the sources of asset financing are balances on the market member accounts, income distributable by securities holder, and accounts payable and other current assets, the Appraiser did not forecast any working capital changes (all income is received and all expenses paid with minor delays or at the time of recognition). However, the equity value obtained using the income approach needs to be adjusted by Net Cash at the appraisal date (cash and cash equivalents payable on the part of financial institutions, investments for sale and financial assets at fair value less balances on market member accounts, income distributable by the securities holder, and accounts payable.) The Net Cash calculation is provided in the table below. The Appraiser assumes that no meaningful departures in Net Cash occurred during April and May 2016.

Table 5.7 Calculation of Net Cash Value, mln rub. March 31, Description 2016 Cash and cash equivalents 675 551 Financial assets at fair value through profit or loss 21 Funds in financial organizations 99 030 Financial assets of central counterparty 939 309 Available-for-sale investments 207 299 Funds of trading participants -885 736 Financial liabilities of central counterparty -939 309 Accounts payable for payments to security holders -8 440 Calculations based on marginal contributions for reverse REPO -2 Total Net Cash 87 723 Source: the Customer’s data, calculations of Everest Consulting, LLC

72

Discount rate calculation Discount rate is the rate of return used to translate the future value of cash flow into present value.

As Cash Flow to Equity was used for the property market value Appraisal purposes, the cost of equity was used as the discount rate. The Capital Asset Pricing Model was used to determine the cost of equity.

The CAPM formula as it applies in the Russian practical setting looks as follows:

Re = Rf + βL × (Rm – Rf) + S1 + S2+С,

where:

Re – rate of return on equity;

Rf – rate of return on zero-risk investment;

Rm – market average rate of return;

(Rm – Rf) – share investment risk premium;

βL – beta coefficient that factors in the company equity to debt ratio;

S14 – incremental rate of return for risk of investment in a particular company (non-systemic risks);

S2 – incremental rate of return for risk of investment in a minor company;

С – Incremental rate of return that factors in country risk

Below follows the procedure for calculating each discount rate element.

The cost of equity calculated using this formula is the required rate of return for USD-denominated cash flow.

Here the calculations use nominal Rouble-denominated cash flows for which reason it becomes necessary to adjust the resulting equity value. For this purpose, the relationship between the return rates of Russian government's long-term liabilities denominated in Roubles and US Dollars is used, as these instruments feature same level of risk (one issuer) and reflect rates of return in different currencies. The translation is done using the following formula:

4 Added, as a rule, in relation to non-public minor companies

73 ퟏ+퐫퐑퐔퐑 퐂퐀퐏퐌퐑퐔퐑 = (ퟏ + 퐂퐀퐏퐌퐔퐒퐃) × − ퟏ , ퟏ+퐫퐔퐒퐃 where:

CAPMRUR – Rouble-denominated discount rate;

CAPMUSD – US Dollar-denominated discount rate;

rRUR – rate of return on Russia's Rouble-denominated government bonds;

rUSD – rate of return on Russia's US Dollar-denominated Eurobonds.

The rate of return on Russia's Rouble-denominated government bonds was taken to be the rate of return on long-term OFS which was 10.01%5 as of the Appraisal Date. The rate of return on Russia's US Dollar-denominated Eurobonds was taken to be the rate of return on Russia 2043 Eurobonds which was 5.30% as of the Appraisal Date.

Zero-risk rate definition A zero-risk investment implies that the investor, regardless of any economic, political, social or other changes in the country, will receive precisely as much income on the equity invested as it expected at the time of investment. Such investments include investments in government debt obligations of country with a high investment rating.

For the purposes of this Appraisal, the zero-risk rate is taken to be the geometric average rate of return on US 10yr treasury bonds over the period of 1928-2015, which was 4.96%6 as of the Appraisal Date.

Share investment risk premium definition The share investment risk premium reflects the difference in the rates of return on shares of major corporate issues and the US treasury bonds. The market premium is the incremental income to be added to the zero-risk rate to reward the investor for the higher risk associated with investment in the company shares.

The market premium for the risk of investment in US corporate securities is calculated as the geometric average of the respective premium over the period from 1928 to 2015, and amounts to 4.54%.

5 http://www.cbr.ru/hd_base/Default.aspx?Prtid=gkoofs_mr 6 www.damodaran.com

74 Beta coefficient definition The systematic risk is taken into account in the CAPM model via the beta coefficient. Higher sensitivity to systematic risk implies higher market premium and vice versa. A company whose beta coefficient is more than 1 features higher risk than the "average" company, while a beta value less than 1 indicates to a level of risk below the market average.

The zero-debt beta calculation formula is as follows:

, where:

U – Unlevered beta;

L – Levered beta;

Т – average income tax rate reported by similar companies;

D/E – the "debt market value / equity market value" multiple reported by similar companies .

The average of the following industry values "Security and Commodity Brokers, Dealers, Exchanges, and Services" (1.59), "Security Brokers, Dealers and Flotation" (1.80) and "Services Allied with the Exchange of Securities" (1.60) which, according to the 2015 Valuation Handbook (Duff & Phelps), amounted to 1.66 was used as the Unlevered Beta and D/E values. As the Company Appraised does not borrowings in its operations, the Levered Beta (L) value will be 1.66.

Specific company investment risk premium definition As noted earlier, this premium is used as a complement of the original CAPM formula for quoted companies. As trades in the Moscow Exchange shares are made on a regular basis, it may be seen as fully compliant with the classical CAPM model criteria and assumptions, so that this premium is 0% as all other risks are already embedded in other premiums and in the small cap premium.

75 Small company investment risk premium definition The need for an adjustment for small company investment risk (S2) is based on the consideration that investors require higher risk reward when investing in small companies as compared to investments in larger companies. This is primarily explained by the advantages offered by a large company:

. relatively easier access to financial markets if more resources need to be raised;

. more stable business as compared to small competitors. Relatively small firms display less sustainable development dynamics vs. larger industry peers.

The small cap company investment risk premium is calculated as the difference between the average historical rate of return on small company investments and average historical rate of return on investments made on the US stock market.

For the purposes of this Report, the small company share investment risk was take to be 1.06% for Tier 4.

Table 5.8 Calculation of Long-Term Profit over CAPM for portfolios of decimal groups NYSE/AMEX/ Market capitalization of the Market capitalization of the Size risk premium No. Decimal groups smallest companies, mn USD largest companies, mn USD (income over CAPM) 1 Maximum values 24 429 591 016 -0,36% 2 10 171 24 273 0,63% 3 5 864 10 106 0,91% 4 3 725 5 845 1,06% 5 2 552 3 724 1,60% 6 1 689 2 543 1,74% 7 1 011 1 687 1,71% 8 549 1 011 2,15% 9 301 549 2,69% 10 Minimum values 3 301 5,78% 10a 191 301 4,22% 10w 232 301 3,18% 10x 191 232 5,54% 10b 3 191 8,94% 10y 116 191 7,51% 10z 3 116 11,98% Average cap. 3-5 2 552 10 106 1,07% Low cap. 6-8 549 2 543 1,80% Ultra low cap. 9-10 3 549 3,74% Source: 2015 Valuation Handbook – Guide to Cost of Capital

76

Country risk premium As the US treasuries rate of return was used as the zero-risk rate, the result should be adjusted by the country risk factor.

The incremental premium accounting for the country risk was taken from the NYU Stern School of Business research published on www.damodaran.com, and was 4.31%7.

The Moscow Exchange equity value calculation (CAPM) is presented in the table below8.

Table 5.9 Calculation of equity cost of capital (CAPM) of Moscow Exchange Index Symbol Value Risk-free rate Rf 4,54% Beta of assets including capital structure βL 0% Risk premium for equity investment Rm - Rf 1,06% Premium for company-specific risk S1 4,31% Premium for company size S2 17,88% Country risk C 5,30% Required return of equity capital in US Dollars Re (CAPM USD) 10,01% Risk-free rate for Russia in US Dollars rUSD 23,16%% Risk-free rate for Russia in Rubles rRUR Required return of equity capital in Rubles Re (CAPM RUR)

Source: calculations of Everest Consulting, LLC

Terminal value calculation Following cash flow calculation in the projection period, it is necessary to determine business value in the post- projection period.

Value may be calculated using several methods depending on expected changes that might happen in the post— projection period. The following calculation methods exist:

7 Country Risk Premium based on CDS 8 Calculation formulas are provided on pp. 93 and 94

77 . net assets value method: this method is used where sale of assets is expected in the post-projection period. The expected company assets value at the end of the projection period is used as the residual value. This method based on the assets value focuses on property value changes rather than on such property's ability to generate income; . liquidation value method: this method is used where the company is expected to go bankrupt in the post-project period with subsequent sale of existing assets. The liquidation value calculation should take into account the liquidation-related expenses, and the urgency discount (if liquidation is urgent); . "proposed sale" method: amounts to cash flow conversion into value indicators using special multiples obtained from the analysis of retrospective data on peer company divestments; . Gordon model: capitalises the post-project period annual income into value using the capitalisation factor calculated as the difference between the discount rate and the long-term growth rates. If growth rates are unavailable the capitalisation factor will be equal to the discount rate. The Gordon model is based on stable income forecast over the residual period. This model factors in the cash flows from the business analysed in the post- projection period. The Appraiser believes that the latter two models are preferable as they factor in the cash flows from the business analysed in the post-projection period. Asset value-based methods are focused more on changes in the property value rather than on such property's ability to general income. Of the two latter methods the Gordon model is preferred as a business value calculation method in the post-projection period, as the "proposed sale" method amounts to translation of cash flow (or profit) at the end of the projection period based on multiples and is, in essence, a comparative approach method.

In essence, the Gordon model assumes that the business value at the beginning of the post-projection period first year will equal to the post-projection period capitalised cash flow (i.e. the present value of perpetuity).

The Gordon model looks as follows: CF CF (1 g) V  n1 V  n R  g or R  g , where: V – business value in the post-projection period; CFn – cash flow in the last projection period; CFn+1 – cash flow in the post-projection period first year; R – discount rate; g – expected cash flow growth rates in the post-projection period.

78 Application of this model is based on the assumption that company income growth rates will stabilise at a certain level in the post-projection period. This value is seen as a forecast figure that defines the cash flow growth rates in the post- projection period. The expected cash flow growth rate in the post-projection period is taken to be the median value of the growth rates assumed for global exchanges in relation to which such information is published. The calculation is provided in the table below.

Table 5.10 Determination of Terminal Growth Rate Stock Exchange Terminal Growth Rate NASDAQ 3% Deutsche Boerse 4% BME 1% Japan Exchange 2% NZX 4% JSE 4% WSE 3% Median 3% Source: data of Capital IQ, calculations of Everest Consulting, LLC Cash flow present value calculation A projected cash flow discounting exercise should take into account the fact that the business earns income and incurs expenses evenly over the year, therefore, cash flow discounting should be performed for mid-period.

As a general rule, the present value factor is calculated using the following formula: 1 F  (1  R) (n 0.5) , where:

F – present value factor; R – discount rate; n – number of periods. Given the variable discount rate, the discount factors for year two, three, etc. cash flows will be determined as follows: 1 F  (1  R ) (1  R )0.5 1 2 ,

79 1 F  (1  R )(1  R ) ... (1  R )0.5 1 2 n , where: R1, R2, Rn – discount rate for projection period year 1, 2 and n. The present value factor determined in this manner is then multiplied by the projected period cash flow figure in relation to the respective period. Present cash flow values are summed together resulting in the net present value of cash flow over the entire projection period.

Terminal value discounting is performed based on the present value factor of the projection period last year.

The resulted terminal present value is added to the present net cash flow of the projection period. The result is the market value of equity.

The results of the Moscow Exchange equity market value appraisal as of the Appraisal Date using the discounted cash flow method are presented in the table below.

Table 5.11. Evaluation Results of Equity Capital Market Value of Moscow Exchange Using the Discounted Cash Flow Method, mln rub. Category 2016 (01.06.2016-31.12.2016) 2017 2018 Revenue 24 414 42 366 43 444 Costs -8 098 -13 930 -14 921 including depreciation -1 190 -2 198 -2 375 Operating income 16 315 28 436 28 524 Tax -3 263 -5 687 -5 705 Net income 13 052 22 749 22 819 Net income margin 53,5% 53,7% 52,5% Depreciation 1 190 2 198 2 375 Capital investment -1 190 -2 198 -2 375 Changes in working capital 0 0 0 Cash flow (FCF) 13 052 22 749 22 819 Discount rate (CAPM) 23,16% 23,16% 23,16% Terminal growth rate (g) 3% Discount period 0,29 1,08 2,08 Discount factor 0,94 0,80 0,65 Terminal value 113 697 Discounted cash flow 12 283 18 154 14 786 Present terminal value 73 672 Sum of discounted cash flows 118 894 Net cash as of evaluation date 87 723

80 Category 2016 (01.06.2016-31.12.2016) 2017 2018 Total cost of equity capital 206 617 Number of shares, pcs. 2 278 636 493 Value per 1 share, rub. (in round figures) 91 Source: Calculations of Everest Consulting, LLC

Final adjustments and arriving at final value using the income approach For the purposes of this Report, adjustment for any non-operating assets is to be taken into account to arrive at the final market value of the Moscow Exchange.

As of the Appraisal Date, the company appraised was not found to possess any non-operating assets. In the calculations summarised herein, the Appraiser used consolidated income and expense indicators that comprise those reported by the Moscow Exchange subsidiaries. The result obtained using the income approach is based on the 100% control and liquidity level.

Therefore, the market value of one common registered share of the Moscow Exchange Public Joint-Stock Company (issue state registration number: 1-05-08443-Н date of issue: 16.09.2011) determined using the income approach amounted to (rounded value), without VAT : Roubles ninety-one (RUB 91) and zero (0) kopecks.

81 MARKET VALUE DETERMINATION USING COMPARATIVE APPROACH

General Provisions Within the comparative approach, value was calculated using the method based on the information on prices in trades with the Moscow Exchange shares. A detailed description of the calculation algorithm is provided in Chapter 4.2 "Appraisal Approaches Description"

There being no opportunity to use natural indicators-based multiples, the Appraiser used P/BV (price/equity book value) and P/E (price/earnings) multiples of exchanges in developing countries as the calculation multiples.

The specific features of financial institutions' business are such that only two of the multiples, i.e. "price/earnings" and "price/equity book value" are predominantly used. These multiples are equity multiples and their use in the comparative approach is consistent with the concept of equity-based financial institution value appraisal.

The P/E multiple represents the relationship between the price per share and the earnings distributable on one share. The P/E multiple is based on three factors: expected profit growth rates, dividend payout ratio and cost of equity.

Higher P/E multiple values represent companies that feature higher expected profit growth rates, higher payout ratio (or higher return on equity) and lower cost of equity.

The P/BV multiple of a financial institution is the relationship between the price per share and the book value of equity distributable per share, or the equity market to book value ratio. In either case, preference shares should be excluded from the book value of equity. This multiple is driven by the following factors: expected profit growth rates, dividend payout ratio, cost of equity and return on equity of the company.

High multiple values are typical of a company that features higher profit growth rates, increased payout ratio, lower cost of equity and high return on equity. Lending and financial institutions, unlike other companies, display closer relationships between the Price/Book Value multiple and the return on equity. Evidently, where the return on equity exceeds its cost, the financial institution price will be higher than the equity book value. Where the return on equity is lower than its cost, the price will be lower than the equity book value.

82 Value calculation on the basis of appraised company share trade price information The Appraiser analysed the price per common share dynamics over the 6 months preceding the appraisal date. The largest trading volumes were in February and March 2016. In April and May trading volumes declined sharply (by about 30%) following the publication of the audited 2015 financial statements. Price movements were controversial, with the highest growth registered in March and in May, while December and April displaying price drops. The Appraiser therefore, taking guidance in Clause 3 Article 75 of the Federal Law "On joint-stock companies" No. 208-FS dated 26/12/1995, reviewed the 6-months period preceding the appraisal date to arrive at the weighted-average share price as of the appraisal date. The weighted-average share price – is the price per share calculated by division of the aggregate amount of all trades (the sum total of daily quote by trading volume product values) over a specified period of time, by the entire volume of trades made over such period. The calculation of the weighted average price per 1 common share of the Moscow Exchange Public Joint-Stock Company was presented in Section 2 of this Report. The cost of equity calculated is presented in the table below. As regards the control premium, an explanation why it should be applied and a calculation are presented in Section 7 of this Appraisal Report.

Table 6.1. Calculation of the Market Value of the Object of Evaluation within the Comparative Approach Name Value Weighted average price per 1 ordinary share for 6 months, rub. 98,73 Number of shares in the authorized capital, pcs 2 278 636 493 Total market capitalization of Moscow Exchange, mln rub. 225 000 Control premium used to bring the result to the level of 100% control 9 22,8% Total market value of equity capital, mln rub. 276 000 Market value per 1 ordinary share (in round figures), rub. 121 Source: calculations of Everest Consulting, LLC Thus, the market value per one ordinary registered share of Moscow Exchange (state registration number of issue: 1- 05-08443-Н, date of issue: 16.09.2011) within the comparative approach on the basis of information on transactions with the shares of Moscow Exchange equals to (rounded), excluding VAT:

One hundred and twenty one (121) rubles and zero (0) kopecks.

9 To compare the results of the income and comparative approach.

83 RECONCILIATION OF APRRAISAL RESULTS AND ARRIVAL AT APPRAISED PROPERTY FINAL VALUE

Reconciliation of results obtained using different approaches The Appraiser used two approaches to conduct appraisal: the income approach and the comparative approach. As the results obtained using both approaches are rather close, the Appraiser found it possible to assign equal weights to each of the approaches. The Appraised Property final market value calculation is presented in the table below.

Table 7.1. Calculation of the Market Value of the Object of Evaluation within the Comparative Approach

Description Income Approach Comparative Approach Value per 1 share, rub. 91 121 Weight of approach 50% 50% Total cost of the Object of Evaluation 106

Source: calculations of Everest Consulting, LLC

Application of discounts

Level of control adjustment Adjustment reflecting the level of control received by the stock owner. The controlling block of shares entitles its owner to such material rights as the right to appoint management, determine the size of their remuneration, influence company strategy and tactics, sell or buy assets; restructure and even liquidate the company; make decisions regarding acquisition of other companies; determine the dividend size, etc. As more rights are acquired, the price of such block of shares will as a rule be higher than that appraised in respect of a non-controlling stake.

The control premium is an amount or a share in percent by which the pro rata value of a business controlling stake

exceeds the pro rata value of a non-controlling block of shares. It serves to reflect the advantage conferred by the ownership of the controlling stake.

The lack of control discount is an amount or a share in percent by which the pro rata part of the 100% of the business stock value is reduced to reflect the absence of some or all control powers.

The control premium size depends on what features of control exist and in what quantities. The controlling stake value depends not only on legal powers and rights, but also on the economic potential inherent in the ownership of control represented by the amount of rights vested in the holder of the controlling stake but unavailable to a minority shareholder. Such rights include the ability to make decisions in relation to:

84 1. the level of remuneration of the management, directors and employees; 2. proposed business partners and contracting counterparties; 3. dividend payout and size; 4. registration of shares for public offering; 5. outstanding share buy-back vs. additional share issuance; 6. acquisition or divestment of subsidiaries and subdivisions; 7. selling, buying or encumbering any company assets; 8. determination of capital investment size; 9. changes in the capital structure; 10. amendments to the company charter and constitutive documents; 11. management appointments; 12. policy definition, including changes in the business directions; 13. blocking of decisions of any of the matters listed above. Non-controlling stakes are normally valued at less than the pro rata share of the assets represented thereby.

Respectively, regardless of the company value, the buyer would not buy a non-controlling stake other than with a discount to its pro rata share of the 100% company value. For this reason, a transition from a minority stake price to that of a majority stake warrants an adjustment reflecting the control premium.

The American Society of Appraisers defines the control premium as "incremental value appurtenant to a controlling stake vs. a minority stake that reflects the respective level of control."

The lack of control discount is the derivative of the control premium and is calculated using the following formula:

1 LCD = 1 – , where 1 + CP LCD – the lack of control discount;

CP – the control premium.

The basic value from which the lack of control discount is subtracted is the share of the total business value proportionate to the respective stake, including all control rights.

By date, extensive research has been performed and published in relation to controlling stake premiums which are defined as "incremental value which is inseparably embedded in the controlling stake as opposed to minority stakes and which reflects the power of control." Specialised companies track acquisitions and publish control premium data. There are no publications in our country that would track average control premiums over years. The Appraiser therefore has to use international publications as a reference.

85 Effectively (and statistically) the discount size if driven by the value difference between sales of controlling and non- controlling stakes.

For the purposes of this appraisal, it is not necessary to apply the lack of control discount to the result obtained using the income approach, as the result obtained using the income approach based on the cash flow discounting method reflects the 100% control and liquidity level. The result obtained using the comparative approach based on the past trades price information in relation to the appraised company shares was obtained at the minority level as the daily trading volumes in the Moscow Exchange shares seldom exceeded 1% of the charter capital size. The application of the control premium within the comparative approach allows to reconcile the comparative and income approach results at a comparative (comparable) level.

Below follows the information on control premiums based on the results of the 1st quarter of 2016. As the premium appurtenant to the result obtained using the comparative approach the Appraiser used the worldwide median value. Considering the Moscow Exchange shareholding structure, the Appraiser found it possible to apply the statistics covering all trades, including negative premiums (22.8%). Omission of negative premiums is often associated with hidden factors, however, there is no reason to believe that such factors were not present when positive premiums were obtained. Negative control premiums for large stakes are associated with situations where transactions with such stakes do not result in a change of the level of control exercised by existing shareholders, etc. As the proposed use of the appraisal results does not imply any shift of control from current shareholders, the Appraiser believes the most correct way would be to accept the premium value derived from all trades.

Therefore, the Appraiser applied the premium of 22.8% to the result obtain using the comparative approach based on the appraised company share trade price information.

Table 7.2. Calculation of the Market Value of the Object of Evaluation within the Comparative Approach

Number of Premium Number of transactions Description Premium (excl. negative transactions (excl. negative premiums) premiums) Average value within the United States 56 32,5% 49 41,2% Median within the United States 56 26,2% 49 29,%5 International average value 60 18,4% 45 36,4% International median 60 17,8% 45 26,7% Global average value 116 25,2% 94 38,9% Median worldwide 116 22,8% 94 27,2% Source: Mergerstat Control Premium Study 1st Quarter 2016, FactSet Mergerstat

86

Liquidity level adjustment One of the most important factors that affect the value of the company and its assets in an appraisal exercise is the degree of such property liquidity. The market is prepared to pay premium for assets that may be quickly converted into cash with a minimum risk of a partial loss of value. For this reason, the value of non-public companies should be lower than that of their public peers.

From the methodology viewpoint, the amount of discount is determined by the difference between value multiples for public and private companies. In particular, the Mergerstat agency determines the insufficient liquidity discount on the basis of a relationship of average P/E appraisal multiples calculated based on public and private company acquisition data. According to WP Valuation Services, liquidity premiums amount to 20% - 50% of company value. Other Western studies suggest that the stock illiquidity discount lies in the range from 8% to 31% (global market research data).

For the purposes of this appraisal, there is no need to apply the lack of liquidity discount. Besides, the appraised company shares are listed on the exchange and traded on a fairly regular basis.

Therefore, the market value per one common registered share of the Moscow Exchange Public Joint-Stock Company (issue state registration number: 1-05-08443-Н date of issue: 16/09/2011) as of 02 June 2016 was (rounded value), without VAT:

Roubles one hundred and six (RUB 106) and zero (0) kopecks.

87 DECLARATION OF SERVICE QUALITY

On the basis of their knowledge and belief, the Contractor and the Appraiser which performed this work confirm that:

. Statements and facts contained in this Report are true and correct; . Analysis, opinions and conclusions correspond to assumptions and limiting conditions, and are personal, independent and professional; . Neither the Contractor, nor the Appraiser had current property interest or future property interest in the evaluated object and had no additional obligations (other than obligations hereunder) in relation to any of the parties related to the evaluated object; . Neither payment for the Contractor’s services, nor payment for the Appraiser’s work is related to specific total amount of the object value and is not related to the predetermined value or to the value established in favour of the client either; . Information analysis, opinions and conclusions contained in the Report comply with requirements of Federal Law No. 135-FZ "On Appraisal Activity" dated July 29, 1998 and the federal valuation standards; . Qualifications of specialists involved in the value determination and preparing the Report comply with generally accepted professional criteria.

Alexey Zhuravlev General Director of Everest Consulting LLC

Irina Karpova Appraiser

88 BIBLIOGRAPHY

In preparation of this Report, we used the following materials.

Data provided by the Customer:10

 Data of verbal and written nature provided by the Customer's employees. Regulations:

 The Constitution of the Russian Federation.  The Civil Code of the Russian Federation.  The Tax Code of the Russian Federation.  Law No. 135-FZ of the Russian Federation "On Valuation Activities in the Russian Federation" dated July 29, 1998.  FVS (Federal Valuation Standard) No. 1, No. 2, No. 3. Academic literature:

 S.V. Valdaytsev, “Business Valuation: Textbook” - SPb.: Publishing House of St. Petersburg University, 1999. - 157 p.  S.V. Valdaytsev, “Business Valuation and Company Cost Management: Textbook for Universities” – М., UNITY-DANA 2001.  Grigoriev, Fedotov. Company Evaluation, Moscow, INFRA-M, 1997.  Lawrence J. Gitman, Michael D. Joehnk, Fundamentals of Investing, M., Delo, 1997.  T. Copeland, T. Koller, J. Murin, Companies Value: Assessment and Management. - 3rd ed., revised and enlarged/Translation from English - Moscow: ZAO Olimp-Biznes, 2005.- 576 p.  Business Assessment, Edited by A.G. Gryaznova, M.A. Fedotova, M. 1998.  Sharpe, Alexander, Bailey. Investments. – M.: INFRA-M, 1999.

Analytics: - www.damadoran.com. - www.economy.gov.ru (official site of the Ministry of Economic Development of the Russian Federation). - Internet data.

10 Data provided in paper, electronic and verbal form.

89 Analysts’ reports:

 ATON;  JP Morgan;  Credit Suisse;  Gazprombank;  HSBC;  BoAML;  BCS;  Sberbank CIB;  VTB Capital;  Morgan Stanley;  Citi;  Otkrytie;  Renaissance Capital;  UBS.

90 ANNEX 1. MACROECONOMIC OVERVIEW

General economic trends in Russia According to the Economic Development Ministry estimates, the seasonally smoothed GDP level reduced in May by 0.1% month-on-month. The reduction was driven by downward dynamics of minerals extraction, processing industries, construction, and retail. The month results were positive for electricity, gas and water production and distribution, and agriculture.

According to the Economic Development Ministry estimates, the GDP reduction in May was 0.8% year-on-year, and in January through May GDP reduced by 1.0% vs. the same period of the past year.

The seasonally smoothed industrial output index calculated by the Economic Development Ministry indicates that the industrial output performance has been close to stagnation over the last five months. Recently observed slightly positive growth rates changed to negative in May (-0.2% m/m). Net of calendar factors, a decline in the mineral extraction volumes was registered (-0.5% m/m), with processing industries also falling back in the negative territory (- 0.4 % m/m), while electricity, gas and water production and distribution grew by 2.0% m/m.

Agriculture performance trends remain positive. The agricultural output growth rate in May remained at the April level, 0.2 percent net of seasonality effects.

Unemployment, too (net of seasonality factor), stayed at the April level or 5.7% of able population.

Real wages net of seasonality factor remained, according to preliminary accounts, at the April level (updated April data show a seasonality-free reduction of 1.0%). The decline in real disposable incomes net of seasonality factor slowed down somewhat: from -1.5% in April of the current year to -0.4% in May. Shrinking personal incomes continue to impact individual consumption. Net of seasonality factor, the retail turnovers shrank by 0.6% in May, while fee-based services to the public remained at this year's April level.

Export of goods in January-May 2016 is estimated at US Dollars 106.1 billion (30.0% down from January-May 2015). Import of goods in January-May 2016 is estimated at US Dollars 67.5 billion (11.% down from January-May 2015). Trade surplus in January-May 2016 is estimated at US Dollars 38.5 billion, having declined by 48.9 percent vs. January-May 2015.

According to Rosstat, inflation was 04.% in May, same as in April, reaching 2.9% YTD and 7.3% over one-year period. Russia's key social and economic development indicators are presented in the table below.

91 Table 1.1. Key Social Indicators in Russia (in % of the relevant period of the previous year) 2014 2015 Index May January-May May January-May GDP 95,3 96,4 99,2 99,0 National Consumer Price Index as of end of period 100,4 108,3 100,4 102,9 Industrial Production Index 94,5 97,7 100,7 100,1 Manufacturing activity 91,7 95,9 100,3 98,6 Agricultural Production Index 102,7 103,3 102,6 102,7 Volume of work on "Construction" type 90,6 93,4 91,0 95,4 Commissioning of residential houses 101,1 123,7 94,6 87,2 Actual disposable population income 92,3 96,5 94,3 95,1 Actual wages 92,6 91,2 99,0 99,2 Average monthly accrued nominal wages, rub. 34 380 32 678 36 570 35 017 Unemployment rate of economically active population (as of end of 5,6 5,7 5,6 5,8 period) Retail turnover 90,6 91,9 93,9 94,3 Volume of paid services to population 97,0 98,7 100,2 99,2 Export of goods, bn USD 30,6 151,5 24,0 106,1 Import of goods, bn USD 15,3 76,1 14,6 67,5 Average price for , USD/barrel 63,7 56,05 44,6 35,8 Source: RF MED

ANNEX 2. INDUSTRY OVERVIEW

GENERAL TRENDS In 2015, index directions on the largest developed markets were controversial: S&P500 grew by 7%, DAX by 15%, FTSE 100 declined by 1% (2015 averages vs. 2014 averages). Of BRIC indices in the same period, growth was displayed by the Chinese SSE Composite – by 51%, Russia's flagship MICEX index grew by 18%, Indian SENSEX – by 8%, while Brazilian IBOVESPA declined by 6%.

The global share market capitalisation declined by 1% (end of 2015 vs. end of 2014 according to WFE). This was mainly driven by the 5% drop in the capitalisation on the American market that accounts for about 40% of the global market capitalisation. The Chinese market capitalisation grew by year end notwithstanding the market decline that started in June 2015. The Shanghai SE stock market capitalisation grew by 16%, that of the Shenzhen SE – by 76%. The Chinese market share of the global market capitalisation was 8% (10% in 2014).

Trading volumes on the global stock market grew by 39% year-on-year in 2015, reaching USD 111 trillion. High growth rates are largely explained by the increasing stock trading volumes on the Chinese market that grew more than threefold from the previous year.

92 The turmoil in the economy and on the capital markets affected national currency rates (year averages): in 2015, the DXY dollar index grew by 17%, while the Chinese Yuan rate declined by 2%, Indian Rupee slackened by 6%, Brazilian real – by 45%, and Russian Rouble – by 59%.

The global derivatives market activity grew by 10% in 2015. The trading volumes on the derivatives market amounted to almost 23 billion contracts.

In 2015, negative economic environment became the core driver of high rates on the Russian money market. The liquidity squeeze pushed up the REPO with CCP volumes as well as FX market swap operations.

The total amount of trading on the Moscow Exchange grew from RUB 572.4 trillion to RUB 685.4 trillion in 2015.

Table 2.1. Trade Volume, bn rub. Category 2014 2015 Stock market 20 887 20 556 Shares, RDR (Russian Depositary Receipts) and equity interest 10 283 9 398 Bonds 10 605 11 159 Secondary trade 8 602 8 529 Placement market 2 003 2 630 Currency market 261 595 260 147 Direct REPO with the Bank of Russia 100 988 73 626 Interdealer REPO 57 159 40 646 REPO with CCP (central counterparty) 25 028 66 718 REPO operations with collateral management 57 220 46 361 Credit market 21 199 32 795 Foreign exchange market 228 546 310 837 Spot transactions 77 798 103 335 Swap transactions 150 748 207 502 Futures and options market 61 316 93 713 Commodity market 18 117 Standardized derivatives market 1 4 TOTAL 572 364 685 373 Source: data from quarterly report of Moscow Exchange

In 2015, the derivatives and the FX markets were the fastest growing segments of the Russian financial market: +53% and +36% vs. 2014 levels, respectively; this was complemented by the commodity market where trading volumes grew

93 more than sixfold. On the money market, high growth rates were seen in the REPO with CCP line: +167%. On the bond market, the amount of placements grew considerably, by 31%.

The monthly average number of active individual investor clients on the securities market grew by 20% in 2015: 74.8 thousand vs. 62.5 thousand in 2014. In December 2015, there were 81.9 thousand active clients.

In 2015, the following factors affected the Russian financial market:

. oil price decline; . weakening Rouble; . a drop of the Chinese stock market and devaluation of Yuan; . Expectations of the US key rate increase which materialised by the end of 2015; . Extension of the EU anti-Russian sanctions until mid-2016; . Greek debt crisis; . non-governmental pension funds launching placement of RUB 550 billion of "defrosted" pension hoardings (0.3% of GDP); . Bank of Russia key rate reduction from 15% in February 2015 to 11% from 03/08/2015; . growing volumes of corporate bond offerings; . registration of 89 thousand individual investment accounts (IIA) in 2015. The total amount of trading on the Moscow Exchange grew from RUB 136.1 trillion in 1Q2015 to RUB 207.2 trillion in 1Q2016 (+52%).

Table 2.2. Trade Volume, bn rub. Category Q1 2015 Q1 2016 Stock market 4 615 5 015 Shares, RDR and equity interest 2 472 2 323 Bonds 2 143 2 692 Secondary trade 1 505 2 211 Placement market 637 481 Currency market 58 581 77 676 Direct REPO with the Bank of Russia 21 751 15 910 Interdealer REPO 10 573 12 789 REPO with CCP 9 536 31 306 REPO operations with collateral management 8 423 9 098 Credit market 8 298 8 572

94 Category Q1 2015 Q1 2016 Foreign exchange market 55 801 89 011 Spot transactions 20 825 35 207 Swap transactions 34 976 53 804 Futures and options market 17 082 35 462 Commodity market 13 37 Standardized derivatives market 0,3 1,2 TOTAL 136 093 207 202 Source: data from quarterly report of Moscow Exchange

In 1Q2016, the commodity and the derivative markets were the fastest growing segments of the Russian financial market as compared to 1Q2015: +179% and +108% vs. 1Q2015, respectively, and the FX market, where the trading volume grew by 66%. On the money market, high growth rates were seen in the REPO with CCP segment: +228%. On the bond market, the secondary trading volumes grew considerably, by 47%.

Most notable action taken by the Exchange to develop the Russian financial market. The Moscow Exchange and Caderus Capital, a Russian-Chinese investment group signed an agreement in February 2016, whereby Caderus Capital will facilitate the expansion of Moscow Exchange interactions with the Chinese investment community and will help attract Chinese investors and issuers to the Russian market. From 14 March 2016, the Moscow Exchange migrated to the uniform client registration procedure on all exchange markets which allowed trading members to simplify the new client registration process. According to the previous technology, client registration was performed separately on each market. In March, the Moscow Exchange (MOEX) financial indicators – indices and fixings – were found compliant with the IOSCO principles in an independent audit exercise. International acceptance of the Moscow Exchange indicators will allow their wider use by foreign investors and global financial market participants. Wider spread of the financial

indicators should help grow liquidity on the Moscow Exchange markets.

SECURITIES MARKET From 25 January 2016, the Moscow Exchange provided members with the opportunity to trade in US Dollar- denominated Eurobonds without full prefunding and with delayed exercise dates. The T+2 mode is available for trades in sovereign Eurobonds, corporate Eurobonds and US Dollar-denominated Russian bonds. Following the introduction of the T+2 trading mode, the US Dollar-settled T0 mode was closed for these instruments. Eurobond migration to the T+ trading modes will help improve the liquidity of these instruments, and will enable members to avail of the opportunity to trade in Eurobonds using other assets as collateral.

From 1 February 2016, changes were made to the open market making program in the share market, aimed at stimulating the market makers' activity and attracting new members. The Exchange lifted the requirement of the minimum intra-day volume of passive trades in all shares covered by the program which, once reached, makes it possible for the to receive remuneration. To redirect liquidation in favour of less liquid shares, the five most liquid program shares are excluded from the program, so that 35 shares will remain in the program. For the

95 remaining shares, multiplying coefficients are introduced into the remuneration calculation formula in relation to the remaining shares.

On 10 February 2016, the Moscow Exchange started publishing the MICEX mid and small cap index (index ticker: MCXSM) and the RTS mid and small cap index (index ticker: RTSSM) on share prices denominated in Russian Roubles and in US Dollars, respectively. The new indicators were developed at the initiative of the managers of share funds focused Russian small and medium capitalisation companies. The approach to the index calculation base building implies compliance with the EU collective investment directives (UCITS). The indices are developed so that they take into account the interests of exchange-traded funds (ETF) that have been rapidly gaining popularity on the global market for the last 20 years.

Commencing from 29 February, the NCC Clearing Bank calculates and publishes market risk rates with zero concentration limit (S0) to the already existing three market risk rates (S1, S2, S3) on the Moscow Exchange securities market. Trading members may use the new risk rates (S0) to determine the initial margins of their clients; at the same time, the NCC Clearing Bank does not use these rates in the Common Limit calculation. Therefore, brokers were given greater flexibility in determining their clients' risk management methodologies.

From 2 March 2016, the Moscow Exchange launched trading in the first on the Russian market exchange-traded investment fund (ETF) based on the FinEx Russian RTS Equity UCITS ETF (index ticker: FXRL). The fund basic currency is the US Dollar. Trading in the fund shares on the Moscow Exchange is conducted in Russian Roubles.

From 14 March 2016, batch-wise client registration was launched on the securities market, which enabled new clients to conduct trades already on the broker account opening day. This mechanism implies that new client registrations are made in three batches: at 9:00 a.m., 1:45 p.m. and 5:30 p.m. Previously client registrations were made once a day, at 6.45 p.m.

MONEY MARKET From 19 January 2016, changes were made to the procedure of using prices as calculation reference in inter-dealer REPO and REPO with Bank of Russia Eurobond trades. In accordance with REPO and Securities Lending Committee recommendations, the MIRP price (indicative security price quoted by the National Stock Association (a non-profit organisation) for the preceding day) took higher priority in relation to the Eurobond market price.

From 25 January 2016, the Moscow Exchange provided members with the capability to make REPO with central counterparty (CCP) trades exercisable in up to seven days and settling in US Dollars and Euros. This allowed members to expand their own liquidity and interest risk management capabilities over longer horizons, and to sync the REPO with CCP time frames with those of REPO with Bank of Russia operations. Also from 25 January 2016, a limit was set on the maximum order-book and off-order-book REPO with CCP order volume, Roubles 5 billion in Rouble-settled trades, and USD 100 million for US Dollar-settled trades, and EUR 100 million for Euro-settled trades. This will allow members to avoid operating risks in connection with REPO with CCP order placement.

96 On 29 February 2016, REPO trades in new securities, clearing participation certificates (CPC), became available to the money market members. Members may contribute cash (Euros, US Dollars, Russian Roubles) and all bonds accepted as collateral by the NCC Clearing Bank (OFS, corporate bonds, Eurobonds) to the pool. Where securities are contributed to the pool, the member retains ownership thereof, including the entitlement to income and participation in corporate actions, while at the same time becoming capable of replacing these assets with different ones, or using them to satisfy their obligations in securities market trades and in REPO with central counterparty trades. Order-book and off-order- book REPO and CPC trades, ranging in maturity from one day to three months are available to members. Claims and liabilities in REPO with CPC trades, securities market trades and REPO with CCP trades are netted, with revaluations made on all of the pool assets taken as a whole, allowing members to reduce their trade funding costs. Going forward, the list of assets accepted into the property pool will be expanded by establishing a share pool.

FX MARKET From 1 January, the Incremental Fee (IF) calculation parameters were revised to reduce wasteful load on the trading system and improve the exchange order-book liquidity.

On 21 January 2016, the Bank of America, National Association (BANA) became the first global bank that received the common clearing member (CCM) status on the Moscow Exchange FX market, and from 25 January 2016 started providing clearing services.

The introduction of the CCM category is consistent with the international practices of developed markets, reduces overall risks inherent in centralised settlement systems and opens new business opportunities for Russian and international members involved in client services. On the Moscow Exchange FX market, the first bank from Kyrgyzstan, Aiyil Bank, started trading as an SMA client of a trading member, from 31 March 2016. The SMA (Sponsored Market Access) technology implemented on the Moscow Exchange FX market aims to expand the exchange market client base, in particular, in particular, by growing the number of non-resident clients from the Eurasian Economic Union (EEU) countries.

DERIVATIVES MARKET From 26 January 2016, trading in options for NLMK share-based futures commenced on the Moscow Exchange derivatives market. In this way, the exchange-traded derivatives market members gained access to the full range of option contracts for all Russian issuer shares-based futures traded on the Moscow Exchange.

From 15 February 2016, members of the Moscow Exchange standardised derivatives market can make new types of over-the-counter trades with the central counterparty (CCP) – FX swap and FX forward. Previously, the only OTC trades with CCP available were FX swaps, while available exchange-based trades with CCP included FX, interest rate, FX/interest rate swaps, and FX futures.

COMPETITORS

97 LSE (London)

The is one of the world's financial hubs and concurrently the largest overseas ground for the trading in Global Depositary Receipts underlain by Russian corporate shares. The LSE markets include the Main Market and the small cap market (AIM). LSE possesses an advanced electronic trading system that implements several market types. The LSE Group also includes the Turquoise market, a competitor in the Russian shares and indices derivative segment.

NYSE (New York, an ICE company)

NYSE is one of the world's largest exchanges trading in global depositary receipts over Russian corporate shares. Competes with the Moscow Exchange since 1996 when it became the first international exchange that listed depositary receipts of a Russian company.

NASDAQ (New York)

NASDAQ is one of the world's largest exchanges trading in global depositary receipts over Russian corporate shares. Competes with the Moscow Exchange from 2000. The new sweep of competition for Russian issuers started from the IPO in 2011.

EBS FX Platform (ICAP Group)

The EBS FX Platform is the world's largest inter-dealer broker and one of the global FX trading market leaders. Besides FX instruments, traded on ICAP markets are also other developed and developing market instruments, including commodity derivatives, bonds, shares and depositary receipts, interest rate-based derivatives. EBS is the primary competitor in spot market USD-RUB and EUR-RUB pairs.

CME (Chicago, part of CME Group)

The Chicago exchange is one of the world's largest derivative exchanges and has the widest range of derivative instruments over various asset classes, including share indices, interest rates, FX exchange rates, commodity assets, immovable property. The exchange clients are offered matching, clearing with central counterparty and settlement services. The Chicago Exchange is the primary competitor in the USD-RUB pair-based futures and options.

Deutsche Börse (Germany)

Deutsche Börse is one of the largest exchange hubs in Europe and worldwide. Deutsche Börse is a vertically integrated holding that comprises the Xetra trading system, the Clearstream settlement depositary, the EUREX derivatives

98 exchange. Traded on EUREX are futures on the RDX index representing depositary receipts on Russian blue chips, calculated by Wiener Boerse.

HKEx (Hong Kong)

HKEx is one of Asia's largest exchanges. Competition with the Moscow Exchange commenced in 2010 when the shares of Rusal (an offshore company registered on Jersey) were listed.

WSE (Warsaw)

The is one of the largest exchanges in the Central and Eastern Europe. There are three markets on the exchange, the WSE Main Market, the main market for shares (launched in 1991); NewConnect, the alternative market (startups, developing and innovation companies) (2007); Catalyst, the debt instruments market (municipal, corporate and mortgage-backed bonds) (2009).

The Moscow Exchange is much superior to WSE in terms of secondary share and bond market turnovers, share and bond markets capitalisation, number of traded bonds, bond offering volumes. At the same time, it is second to WSE in the number of individual investors' investment accounts, the number of companies traded, the number of foreign companies, the number of initial share offerings, the instrument range (ETF, structured products, investment certificates).

FINANCIAL INFORMATION ON SIMILAR PROPERTIES Historically, trading on the Moscow Exchange was with discounts vs. peers. However, according to analyst reviews, these discounts should reduce about 2 times in 3-5 years. For the P/BV multiple, the 2015 average discount to other developing country exchanges is 30%, that for the P/E multiple, about 60%.

Information on similar properties and multiples is presented in the tables below. More details on similar properties will provided in Annex 5 to this Report.

It should be noted that the average range on the Moscow Exchange target price, as cited by analysts, is RUB 90-130 per share.

Table P. 2.3. Information on Comparable Objects and Multipliers P/E P/BV Company Country 2015 2016 2017 2018 2015 Developing Multiplier’s median value countries 23,73 18,79 17,07 15,58 3,16

99 UAE (United Arab Emirates) 39,52 38,70 32,25 25,80 1,28 Malaysia 23,73 22,65 21,05 19,49 5,84 INDIA India 39,58 35,95 25,81 18,34 3,59 BM&FBOVESPA Brazil 14,11 16,12 14,70 15,08 1,67 RSA (Republic of JSE LTD South Africa) 17,16 14,98 14,01 13,13 5,16 WARSAW STOCK EXCHANGE Poland 11,38 10,75 10,29 9,75 1,95 BOLSA MEXICANA DE VALORES SA Mexico 25,10 18,79 17,07 15,58 3,16 MOEX (Capital IQ) Russia 9,41 10,68 11,68 10,95 2,31 Discount for multipliers by analogues -60% -43% -32% -30% -27% Discount applied in calculation -60% -50% -40% -30% -30% Most probable multiplier’s value 9,49 9,40 10,24 10,91 2,21 Source: Capital Q, calculations of Everest Consulting, LLC

CONCLUSIONS The Moscow Exchange Group companies provide services for which demand may vary at different economic cycle stages. At the same time, the existence of pro- and counter-cycle services assures that the Exchange always has a source of income and allows, in the interests of clients, subsidise the costs of those services that are in less demand during the given economic cycle. Russian economy and Russian financial market development pace, as well as Moscow's strengthening position as an international financial hub are significant drivers underpinning service volume growth.

Inflation affects market fluctuations, in particular, the cost of the services provided by those entities with whom the Exchange is in contractual relationships. Inflation growth may cause a rise in the costs of the services provided by the Exchange and, as the consequence, a decline in all main financial indicators.

Moderate FX rate fluctuations do not produce any material impact on the exchange operations. At present, revenues and the majority of costs are denominated in Roubles. At the same time, the Company holds investments in overseas companies whose net assets value is exposed to FX rate changes. Unstable political environment, high levels of uncertainty in the economy and on the financial markets drives shuffles in the exchange market members landscape, inflows/outflows of non-resident investors, and declining/growing turnovers and fee revenues.

Growing interest rates against the backdrop of falling liquidity, while being a damper of the securities market activity, on the other hand help increase refinancing volumes and grow investment income.

100 The Moscow Exchange operations are heavily affected by government decisions, including any changes in the financial market legislative framework aimed at legislative liberalisation and at making the financial market institutions play a core role in investment attraction.

These factors will produce a long-time effect. ANNEX 3. DOCUMENTS: Certificate of membership in the self-regulated appraisers’ organization Irina Karpova (appraiser) (attached below)

Contract/policy of compulsory liability insurance of Irina Karpova (appraiser) Issued by Renaissance insurance (attached below)

Diploma on professional retraining of Irina Karpova (appraiser) (attached below)

Insurance policy of Everest Consulting Issued by Alfa Insurance (attached below)

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104 ANNEX 4. DOCUMENTS PROVIDED BY THE CUSTOMER (DOCUMENTS ESTABLISHING QUANTITATIVE AND QUALITATIVE CHARACTERISTICS OF THE OBJECT OF EVALUATION)

1. Constitutive documents 2. Financial statements and notes thereto 3. Reporting breakdown 4 Information on the Company's shareholders 5. Information on dividend distribution by the Company

Documents are available in the public domain in accordance with Regulation No. 454-П on Information Disclosure by Issuers of Equity Securities approved by the Central Bank of the Russian Federation dated December 30, 2014. Data source: http://moex.com/s1451

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ANNEX 5. MATERIALS USED BY THE APPRAISER

Information on similar objects

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