ALFA GROUP CONSOLIDATED FINANCIAL STATEMENTS AND REPORT OF THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2001 STATEMENT OF MANAGEMENT’S RESPONSIBILITIES TO THE SHAREHOLDERS OF ALFA GROUP . International convention requires that Management prepare consolidated financial statements which give a true and fair view of the state of affairs of Alfa Group (“the Group”) at the end of each financial period and of the results, cash flows and changes in shareholders’ equity for each period. Management are responsible for ensuring that the Group keeps accounting records which disclose, with reasonable accuracy, the financial position of each entity and which enable it to ensure that the consoli- dated financial statements comply with International Accounting Standards and that their statutory accounting reports comply with the applicable country’s laws and regulations. Furthermore, appropriate adjustments were made to such statutory accounts to present the accompanying consolidated financial statements in accordance with International Accounting Standards. Management also have a general responsibility for taking such steps as are reasonably possible to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Management considers that, in preparing the consolidated financial statements set out on pages to , the Group has used appropriate and consistently applied accounting policies, which are supported by reasonable and prudent judgments and estimates and that appropriate International Accounting Standards have been followed. For and on behalf of Management Nigel J. Robinson October ZAO PricewaterhouseCoopers Audit Kosmodamianskaya Nab. 52, Bld. 5 115054 Moscow Russia Telephone +7 (095) 967 6000 Facsimile +7 (095) 967 6001 REPORT OF THE AUDITORS TO THE SHAREHOLDERS OF ALFA GROUP . We have audited the accompanying consolidated balance sheet of Alfa Group (“the Group”), as defined in Note , at December and the related consolidated statements of income, of cash flows and of changes in shareholders’ equity for the year then ended. These consolidated financial statements are the responsibility of the Group’s Management. Our respon- sibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consoli- dated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial posi- tion of the Group as at December and the consolidated results of its operations and its cash flows for the year then ended in accordance with International Accounting Standards. Moscow, Russia October ALFA GROUP Consolidated balance sheet at December (Expressed in thousand US dollars for presentational purposes only – see Note ) Note Restated ASSETS Non-current assets Property, plant and equipment . 4 268,355 195,650 Investments available for sale . 5 139,339 100,168 Investment in joint ventures . 6 1,653,192 1,069,187 Investment in associated companies . .7244,460 - Due from banks . 8 4,524 158 Loans and advances to customers . 9 98,329 172,116 Trade and other accounts receivable . .104,382 6,241 Deferred income tax . 19 2,094 383 Goodwill, net . 21 (613) (517) 2,414,062 1,543,386 Current assets Inventories . 11 98,774 104,546 Investments available for sale . 5 28,092 35,714 Trade and other accounts receivable . .10444,816 544,166 Income tax assets . 403 - Loans and advances to customers . 9 1,116,730 792,587 Trading securities . 12 156,673 134,091 Due from banks . 8 119,833 21,001 Cash and cash equivalents . 13 709,682 677,941 2,675,003 2,310,046 Total assets . 29 5,089,065 3,853,432 EQUITY AND LIABILITIES Shareholders' equity Share capital . 14 17,872 17,872 Share premium . 14 10,102 10,102 Investments fair value reserve . 5 36,268 - Cumulative translation reserve . (888) 6,350 Retained earnings . 1,678,695 896,383 1,742,049 930,707 Minority interests . 26 386,232 196,584 Non-current liabilities Borrowings . 15 66,511 78,551 Amounts owed to depositors . 16 3,852 45,752 Due to banks . 17 9,581 3,806 Accounts payable . 22 17,531 42,401 Provisions . 18 23,737 67,574 Deferred income tax . 19 26,563 81,428 147,775 319,512 Current liabilities Borrowings . 15 650,122 642,337 Amounts owed to depositors . 16 1,317,125 876,386 Due to banks . 17 330,696 177,355 Accounts payable . 22 509,057 702,516 Income tax liabilities . 6,009 8,035 2,813,009 2,406,629 To tal liabilities . 29 2,960,784 2,726,141 Total equity and liabilities . 5,089,065 3,853,432 Approved on behalf of Management Nigel J. Robinson 8 October 2002 Notes 1 to 37 form an integral part of these consolidated financial statements ALFA GROUP Consolidated statement of income for the year ended December (Expressed in thousand US dollars for presentational purposes only – see Note ) Note Restated Sales . 29 3,375,546 5,747,239 Cost of goods sold . 29 (3,248,596) (5,512,099) Gross profit . 126,950 235,140 Commission income on trading operations . 10,487 31,307 Net interest, fees and other income on banking activities . 23 296,884 90,465 Gains less losses arising from trading securities . 30,470 49,477 Gains less losses arising from investments available for sale . 5 56,477 48,832 Provisions on operating items . 20 (2,957) (26,415) Selling and distribution expenses . (33,611) (35,069) General and administrative expenses . .24(438,610) (332,842) Operating income . ..