IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the “Prospectus”) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from Open Joint Stock Company “Center for Cargo Container Traffic “TransContainer”” (the “Company”) as a result of such access. The Prospectus has been prepared solely in connection with the offering to certain institutional and professional investors of the securities described herein. The Prospectus is a final prospectus and investors should only subscribe for or purchase securities on the basis of the information in the Prospectus. Copies of the Prospectus have been published and made available to the public in accordance with the applicable rules. The Prospectus has been approved by the United Kingdom Financial Services Authority as a prospectus prepared in accordance with the Prospectus Rules made under section 73A of the Financial Services and Markets Act 2000. The Prospectus is available to the public in accordance with the Prospectus Rules. THE FOLLOWING PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS PROSPECTUS MAY ONLY BE DISTRIBUTED IN “OFFSHORE TRANSACTIONS” AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE US SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS PROSPECTUS 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. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFULTO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. Confirmation of your representation: In order to be eligible to view this Prospectus or make an investment decision with respect to the securities, you must be a person that is outside the United States. By accepting the e-mail and accessing this Prospectus, you shall be deemed to have represented to the Company that you are outside the United States and that you consent to delivery of such Prospectus by electronic transmission. You are reminded that this Prospectus has been delivered to you on the basis that you are a person into whose possession this Prospectus 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 this document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. Under no circumstances shall this Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this document who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the Prospectus. This Prospectus has been sent 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 Managers, as named in this document, nor any person who controls a Manager nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Prospectus distributed to you in electronic format and the hard copy version available to you on request from the Managers. This Prospectus is not an offer to sell nor is it soliciting an offer to buy securities in any jurisdiction where such offer or sale is not permitted. Open Joint Stock Company “TransContainer” (an open joint stock company organised under the laws of the Russian Federation) Offering of 5,002,118 ordinary shares in the form of ordinary shares and Global Depositary Receipts Offer Price: US$80 per ordinary share and US$8 per Global Depositary Receipt This Prospectus (the “Prospectus”) relates to an offering by Open Joint Stock Company Russian Railways (“Russian Railways” or the “Selling Shareholder”) of 2,484,037 ordinary shares and by Moore Transcontainer Ltd. (“Moore”) of 347,369 ordinary shares of Open Joint Stock Company Center for Cargo Container Traffic TransContainer (the “Company”) each with a nominal value of RUR 1,000 (each, an “Ordinary Share” and together the “Ordinary Shares”) offered in the form of global depositary receipts (“GDRs”) with ten GDRs representing an interest in one Ordinary Share (the “GDR Offering”). The GDRs are being offered to qualified investors outside the United States and Russia in reliance on Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities Act”). Contemporaneously, the Selling Shareholder is offering 2,170,712 Ordinary Shares (the “Shares”) outside the United States in reliance on Regulation S (the “Share Offering”, and together with the GDR Offering, the “Offering”). In addition, Russian Railways will be offering to certain employees of the Company of up to 208,421 Ordinary Shares (the “Management Incentive Shares”, and together with the Shares and the GDRs, the “Securities”) at a discount to the Offer Price (the “Management Incentive Offering”). The Securities have not been, and will not be, registered under the Securities Act or with any securities regulatory authority in any State of the United States and may not be offered or sold within the United States. Under the Securities Act, purchasers of the Securities may not offer, sell, pledge or otherwise transfer the Securities in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Securities are subject to selling and transfer restrictions in certain jurisdictions. See “Selling and Transfer Restrictions”. Prior to the Offering, there has been no public market for the Securities. The Company’s ordinary shares were listed on quotation list “I” of Open Joint Stock Company Russian Trading System Stock Exchange (the “RTS”) and on list “I” of Closed Joint Stock Company MICEX Stock Exchange (the “MICEX”), in each case under the symbol “TRCN”. Trading in the ordinary shares on the RTS and MICEX is expected to commence on or about the date of this Prospectus. This document constitutes a prospectus relating to the Company prepared in accordance with the prospectus rules (the “Prospectus Rules”) of the UK Financial Services Authority (the “FSA”) made under Section 73A of the Financial Services and Markets Act 2000 (the “FSMA”). Application has been made solely for the admission of the GDRs to the official list maintained by the FSA (the “Official List”) and to the regulated main market of London Stock Exchange plc (“London Stock Exchange”). This Prospectus has been prepared in connection with the application for the admission of the GDRs to the regulated main market of the London Stock Exchange. Approval of the FSA has not been sought for this document in relation to the offering of Shares or Management Incentive Shares and no Shares or Management Incentive Shares will be listed on the main market of the London Stock Exchange. There will be no public offering of the Shares or the Management Incentive Shares outside of Russia. This document will be made available to the public in accordance with the Prospectus Rules. Application has been made to the FSA in its capacity as competent authority under the FSMA for the admission of up to 28,314,060 GDRs to be issued on the Closing Date (as defined below) against the deposit of ordinary shares with BNY Mellon (Cyprus) Nominees Limited (the “Depositary”), to the Official List and to the regulated main market of the London Stock Exchange for admission of the GDRs to trading under the symbol “TRCN”. The regulated main market of the London Stock Exchange is a regulated market under the Markets in Financial Instruments Directive (2004/39/EC). Admission to the Official List together with admission to the regulated main market of the London Stock Exchange constitutes admission to official listing on a stock exchange (“Admission”). The Company expects that conditional trading in GDRs through the International Order Book (“IOB”) will commence on a “when and if issued” basis on or about 9 November 2010, and unconditional trading through the IOB will commence on or about 12 November 2010. All dealings in the GDRs prior to the commencement of unconditional dealings will be of no effect if the expected admission to the London Stock Exchange does not take place and will be at the sole risk of the parties concerned. Investment in the Securities involves a high degree of risk. For a discussion of certain factors regarding our business, the ordinary shares and the GDRs which should be considered by potential investors in making an investment decision, see “Risk Factors”. The GDRs offered pursuant to Regulation S will be evidenced by a master Regulation S GDR (the “Master Regulation S GDR”), which will be registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee for The Bank of New York Mellon London Branch, as common depositary for Euroclear Bank S.A./N.V.