IMPORTANT NOTICE IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached prospectus (the ‘‘document’’) and you are therefore advised to read this carefully before reading, accessing or making any other use of the attached document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Citigroup Global Markets Limited, Goldman Sachs International (together, the ‘‘Joint Lead Managers’’), the Issuer, TCS and Egidaco (each as defined in the document) as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended only for you and you agree you will not forward, distribute, reproduce, copy, download or publish this electronic transmission or the attached document (electronically or otherwise) to any other person. The document and the offer when made are only addressed to and directed at persons in member states of the European Economic Area (the ‘‘EEA’’) who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (the ‘‘Prospectus Directive’’) (‘‘Qualified Investors’’). This document must not be acted on or relied on in any member state of the EEA by persons who are not Qualified Investors. Any investment or investment activity to which this document relates in any member state of the EEA is available only to Qualified Investors and will be engaged in only with such persons. THE SECURITIES REFERENCED IN THIS DOCUMENT MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ AS DEFINED IN, AND IN ACCORDANCE WITH, REGULATION S (‘‘REGULATION S’’) UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’). ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. Confirmation of your representation: In order to be eligible to review this document or make an investment decision with respect to the securities, investors must not be a U.S. person (as defined in Regulation S) and must be outside the United States transacting in an offshore transaction (in accordance with Regulation S). By accepting electronic delivery of this document or accessing this document, you are deemed to have confirmed to the Joint Lead Managers, the Issuer, TCS and Egidaco that (i) you are outside the United States and are not a U.S. person (as defined in Regulation S); (ii) if you are in any member state of the EEA, you are a Qualified Investor; (iii) the securities acquired by you in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person in circumstances which may give rise to an offer of any securities to the public other than their offer or resale in any member state of the EEA which has implemented the Prospectus Directive to Qualified Investors (as defined in the Prospectus Directive); and (iv) if you are outside the US and EEA (and the electronic mail addresses that you gave us and to which this document has been delivered are not located in such jurisdictions) you are a person into whose possession this document may lawfully be delivered in accordance with the laws of the jurisdiction in which you are located. This document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, TCS, Egidaco or the Joint Lead Managers, any person who controls any of them or any of their respective affiliates, directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and any hard copy version. Please ensure your copy is complete. By accessing the linked document, you consent to receiving it in electronic form. A hard copy of the document will be made available to you only upon request. You are reminded that this document has been made available to you solely on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver or disclose the contents of this document, electronically or otherwise, to any other person. Restriction: Nothing in this electronic transmission constitutes, and nothing in it may be used in connection with, an offer or solicitation of securities for sale to persons other than the specified categories of buyers described above and to whom it is directed, and access has been limited so that it shall not constitute a general solicitation. If you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to purchase any of the securities described therein. None of the Joint Lead Managers, or any of their respective affiliates, or any of their respective directors, officers, employees or agents accepts any responsibility whatsoever as to the accuracy, completeness or verification of the information in this document. The Joint Lead Managers and any of their respective affiliates accordingly disclaim all and any liability whether arising in tort, contract, or otherwise which they might otherwise have in respect of such document. Any decision to purchase the relevant securities in the offer should be made solely on the basis of information contained in the document. No representation or warranty express or implied, is made by any of the Joint Lead Managers, or any of their respective affiliates as to the accuracy, completeness or verification of the information set out in this document. The Joint Lead Managers are acting exclusively for the Issuer, TCS and Egidaco and no one else in connection with the offer. They will not regard any other person (whether or not a recipient of this document) as their client in relation to the offer and will not be responsible to anyone other than the Issuer, TCS and Egidaco for providing the protections afforded to their clients nor for giving advice in relation to the offer or any transaction or arrangement referred to herein. You are responsible for protecting against viruses and other destructive items. Your receipt of this document via electronic transmission is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. US$175,000,000 11.5 PER CENT. LOAN PARTICIPATION NOTES DUE 2014 to be issued by, but with limited recourse to, TCS Finance Limited, for the purpose of financing a loan to Closed Joint Stock Company ‘‘Tinkoff Credit Systems’’ Bank Guaranteed on an unconditional basis by Egidaco Investments PLC Issue Price: 100 per cent. TCS Finance Limited (the ‘‘Issuer’’), incorporated as a limited liability company under the laws of Ireland, is offering (the ‘‘Offering’’) US$175,000,000 aggregate principal amount of loan participation notes due 2014 (the ‘‘Notes’’) for the sole purpose of financing a loan (the ‘‘Loan’’) to Closed Joint Stock Company ‘‘Tinkoff Credit Systems’’ Bank (‘‘TCS’’), a closed joint stock company established under the laws of the Russian Federation, subject to and in accordance with a loan agreement dated 19 April 2011 (the ‘‘Loan Agreement’’) among the Issuer, TCS and Egidaco Investments PLC (the ‘‘Parent Guarantor’’ or ‘‘Egidaco’’). The Parent Guarantor will guarantee the obligations of TCS under the Loan Agreement and the due and punctual payment of all amounts payable under the Loan, including principal, interest and additional amounts (if any) payable under the Loan. The notes will have the terms and conditions (the ‘‘Conditions’’) set out under ‘‘Terms and Conditions of the Notes’’ and will be constituted by and in all respects subject to the provisions of a trust deed dated 21 April 2011 (as the same may be amended, restated or supplemented from time to time, the ‘‘Trust Deed’’) between the Issuer and BNY Mellon Corporate Trustee Services Limited as trustee (the ‘‘Trustee’’ which expression shall include all trustees appointed from time to time in accordance with the Trust Deed). Pursuant to the Trust Deed, the Issuer will charge in favour of the Trustee, for the benefit of the Trustee and the Noteholders (as defined in the Conditions), by way of a first fixed charge, as security for its payment obligations in respect of the Notes and under the Trust Deed certain of its rights and interests in and under the loan agreement and an account (the ‘‘Account’’) of the Issuer into which payments will be made pursuant to the Loan Agreement, in each case, other than in respect of the Reserved Rights (as defined below), all as more fully described under ‘‘Description of the Transaction’’.