THE ROEL GROUP OF COMPANIES Corporate presentation

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1 THE ROEL GROUP OF COMPANIES Corporate presentation Moscow, 2009

2 General information on the ROEL Group of companies

3 ON THE ROEL GROUP OF COMPANIES The ROEL group of companies is a private Russian company operating in corporate and financial restructuring, asset management, M&A, business consulting and direct investment since Today the company focuses on working with distressed assets - companies in a difficult financial situation and burdened with large debts of a complicated structure, low business efficiency, insufficient liquidity, negative operational and financial business indicators. The ROEL Group of companies does corporate restructuring of distressed companies and enterprises, restructures their debts, spins off non-core assets, reforms management, marketing and financial systems. As a result of the ROEL Group of companies operations, the reformed businesses start their stable development with a steady cash flow and a significant growth in business value. The ROEL Group of companies competitive edge when working with distressed assets is its own efficient, Russia s only turnaround team capable of quickly breaking a crisis situation in a company, re-loading the business, increasing key indicators by several times and turn an outsider company into a leader in its sector.

4 THE SCALE OF BUSINESS. GEOGRAPHY AND INDUSTRIES The ROEL Group of companies is now working in 17 Russian regions and two CIS states in 11 industries. Construction and development Machine-building Housing and community amenities and small scale electricity generation Exploration Food industry Textile industry Timber and timber processing Agriculture Synthetic crystals production Biotechnologies Internet technologies Ukraine Kazakhstan Belarus Vladimir region Lipetsk region Leningrad region Kursk region Tula region Sverdlovsk region Ivanovo region Smolensk region Saratov region Chita region Amur region Moscow region Moscow Krasnodar region Altai region Chuvashiya republic Bashkortostan republic

5 THE HISTORY OF THE ROEL GROUP OF COMPANIES 1995 ROEL Consulting is created ROEL Consulting investment and consulting group develops its first large investment project an anti-crisis management program at the Likonf Lipetsk confectionary factory. The factory has joined the Roshen Confectionary Corporation since November. The financial rate of return of the project amounted to 40% The consulting and investment businesses are split and CG ROEL and the ROEL Group are created, the nucleus of the ROEL Group of companies. A strategy for the creation of the ROEL Group of companies direct investment fund is worked out. The ROEL Group of companies participates in a large project, the creation of the RUSELPROM concern Specialized companies according to the company s key strategy lines are set up ROEL Project 2005 The ROEL Group of companies participates in the creation of the Vladimir Textile holding company The National Technology Group, a management company for innovations and science and technology consulting, is created New investment projects of the ROEL Group of companies are launched The National Geological Survey Company and The National Ecology Company In April, the ROEL Group of companies is awarded the Financial Elite, a united final prize in finance in the Development Dynamics category among investment companies. Management, ROEL Management, IFC ROEL Capital, ROEL Capital AM.

6 THE ROEL GROUP OF COMPANIES STRUCTURE

7 THE ROEL GROUP OF COMPANIES STRUCTURE, INCLUDING PARTNER COMPANIES ROEL GROUP Corporate centre of the ROEL Group of companies ROEL Consulting CG ROEL Project Management ROEL Management IFC ROEL Capital ROEL Capital AM Chernozemye CEF HS(V)I Promyshlennyye CEF HS (V) I Kommercheskaya Nedvizhimost DI CEF Regionalnaya Nedvizhimost RE CEF ROEL Consulting Partnership CEF HS(V)I Partnerstvo CEF HS(V)I The National Contract Corporation The First Debt Agency

8 ROEL PROJECT MANAGEMENT The ROEL Project Management company was set up in December 2003 to search, initiate, develop commercial projects as well as to install project business organization forms in corporations. ROEL PM currently manages 41 projects. ROEL Project Management s commercial projects specifics: Start-up projects build-up and their development into financially stable companies; Distressed companies financial (including debt) restructuring; Corporate restructuring of distressed companies, reforming companies with a low business efficiency and insufficient indicators (turnaround procedures); Distressed assets management (including debt); Creation of vertically and horizontally integrated holding companies in different industries with the help of M&A instruments and corporate restructuring; Network structures creation in individual business directions.

9 IFX ROEL CAPITAL THE ROEL CAPITAL INVESTMENT AND FINANCIAL COMPANY WAS SET UP IN The company offers consulting services in corporate finance. IFC ROEL Capital offers its clients: Investment in second and third tier companies (if there is a great growth potential for investment) Investment in venture projects via instruments of individual trust management Debt purchase ( Distressed Assets Fund was set up for this purpose) Direct investment in the ROEL Group of companies

10 ROEL CAPITAL AM ROEL CAPITAL MANAGEMENT COMPANY WAS CREATED IN The company manages 7 closed-end mutual investment funds: Chernozemye CEF HS(V)I Promyshlennyye CEF HS (V) I Kommercheskaya Nedvizhimost DI CEF Regionalnaya Nedvizhimost RE CEF ROEL Consulting Partnership CEF HS(V)I Partnerstvo CEF HS(V)I The total amount of funds under management of ROEL Capital AM is over $30 mln. THE DISTRESSTED ASSETS FUND is now being created. Estimated size of the Fund is 1 bln rubles. Projects: claims to debtor companies. The fund is expected to be closed by the summer end of 2009.

11 The ROEL Group of companies partners Our recommendations

12 РОЭЛ Консалтинг ROEL CONSULTING CONSULTING GROUP ROEL Consulting Consulting Group is a leading Russian company in strategic planning and integrated management consulting. ROEL Consulting offers its services to corporate clients and government bodies (regional governments and administrations of municipal entities). For corporate clients, ROEL Consulting offers: an increase in business value and efficiency planning and monitoring of company management system installation turnaround consulting the development of strategy and program of industry development and their implementation mechanisms investment monitoring and assistance to foreign companies in the development of their business in Russia For government entities, ROEL Consulting offers: A system of regional development management, including result-oriented budgeting (ROB). This is a unique product belonging to ROEL Consulting, which was developed jointly with experts of Institute of Control Sciences of the Russian Academy of Sciences. It is already operating in some Russian regions (Vladimir region, Lipetsk region, Bashkortostan republic).

13 РОЭЛ Консалтинг TURNAROUND TEAM ROEL Consulting Consulting Group has been working with distressed assets since In the 12 years of operations, the company has developed a number of unique management methods, technologies and procedures which help turn a crisis situation in a company round, replace it with a sustainable growth and increase asset value several times. The methods are effective under Russian legislation, in local economic and financial reality. In fact, an efficient, Russia s only turnaround team capable of turning a crisis trend round in a short period of time, make a company push forward all its indicators and not only to increase its turnover, production volumes and margins by more than several times but also to make an outsider company an industry leader, was set up in ROEL Consulting Consulting Group. The turnaround team includes specialists, experts and managers with a track record of successful anti-crisis management, strategy consultants, bankruptcy commissioners, corporate law and corporate finance specialists and experts.

14 РОЭЛ Консалтинг TURNAROUND TEAM TURNAROUND MANAGEMENT PROCEDURES INCLUDE THE FOLLOWING KEY STAGES: 1. The assessment of situation, research for new business opportunities (breakthrough) 2. A complete replacement of management, the buildup of a turnaround team for the project 3. The development of a turnaround plan (including urgent measures aimed at sharp cost cuts and the key business circle efficiency growth) 4. The implementation of the plan; business, finance, organizational structure, marketing, personnel restructuring 5. Turnaround of the company to the breakeven point, then to profit-making, the start of an innovation development (breakthrough) 6. The completion of the turnaround management, the set up of a regular management team 7. The start of a further development and growth plan implementation Companies which have undergone a turnaround management procedure with participation of our team specialists: OJSC Salavatsteklo (four-fold growth of business scale within 3 years) OJSC Muromsky Radiozavod (four times production growth in 4 years; sales volumes growth by 30% a year) OJSC Likonf (an increase in turnover by more than two times)

15 PERVOYE DOLGOVOYE AGENTSTVO Pervoye Dolgovoye Agentstvo (PDA) has been working on the Russian debt market since Over the 6 years, PDA has implemented more than 50 projects of different complexity and length with the total volume of restructured debt amounting to 5 bln rubles. The current volume of PDA s debt portfolio amounts to 1.5 bln rubles THE AGENCY S KEY AREAS OF FOCUS: Debt reimbursement; debt management; bankruptcy procedure monitoring; buyback of debts (rights of claim); Facilitation of debt obligation settlement.

16 NATSIONBALNAYA KONTRARTNAYA KORPORATSIYA Natsionalnaya Kontraktnaya Korporatsiya (Natskontrakt) has been working on the market of exchange of goods and barter operations, give and take schemes and other alternative payment mechanisms since Natskontrakt was set up via a reorganization of ROEL Kontrakt company, which has been involved in barter operations in Russia since Natsionalnaya Kontraktnaya Korporatsiya solves integrated problems of an increase in goods sales and raw materials, stocks and equipment supplies for large companies in Russia and the CIS in conditions of the international financial crisis. Natskontrakt possesses its own production facilities, a wide network of representative offices and branches, a partnership system with participation of large Russian producers and participates in all-russian social programs, such as Affordable Housing, Food Security of the Russian Federation and others. The company has 56 branches and representative offices in 48 Russian regions and the CIS. 32 companies make part of Natskontrakt s partnership network.

17 THE ROEL GROUP OF COMPANIES INVESTMENT PROJECTS

18 THE ROEL GROUP OF COMPANIES INVESTMENT PROJECTS RUSELPROM, the Russian electro technical concern The RUSELPROM concern is a leader of the Russian electrical engineering, which unites 12 companies and organizations, producing over 3,000 kinds of motor sets, generators, control systems. The company was set up in1991. Its production and scientific and engineering platform was completed in Largest companies of the concern: ОАО SEZ (Smolensk region) ОАО VEMZ (Vladimir) ООО PO LEZ (St Petersburg) ОАО NIPTIEM(Vladimir) ООО RUSELPROM-Osnastastka (Moscow) The concern holds more than 30% of the market for universal industrial engines. From 2002 until 2008, within the 6 years, company turnover increased more than sevenfold to bln rubles.

19 THE ROEL GROUP OF COMPANIES INVESTMENT PROJECTS Vladimirsky Textil holding company This is the largest producer and supplier of industrial textile (canvases) and industrial clothing in Russia and the CIS. The Vladimirsky Textil company was set up on the basis of two Russia s largest flax-processing businesses with a developed regional network and a wide range of goods: ОАО Vyaznikovsky Lnokombinat, ОАО Melenkovsky Lnokombinat. The textiles Vladimirsky Textil producers are used to make tents, casings, covers for agricultural produce, machines, transport, military goods, to make industrial clothing, gloves that protect against industrial pollution, flashes, metal flashes, contact with heated surfaces for workers of metallurgical, steel-making factories, fire and explosion dangerous industries, oil industry employees, etc. The company holds more than 75% of the Russian market for industrial clothing (canvases) and almost 90% of exports.

20 THE ROEL GROUP OF COMPANIES INVESTMENT PROJECTS Krasnodarsky Domostroitelny Kombinat Krasnodarsky Domostroitelny Kombinat is a largest producer of construction materials and developer on Kuban, which was set up in In 2007, upon consolidating 75% of shares, ROEL Group acquired GR DSK. The result of turnaround procedures The volume of uncompleted construction fell three-fold ; The number of interest holders awaiting their flats fell from 3,500 to 1,000 people from 2002 to 2005; The concrete goods factory started operating at its annual manufacturing capacity of 100,000 м2 panels; In 2008, new construction sites started to be developed, the construction of economy-class residential real estate was renewed.

21 THE ROEL GROUP OF COMPANIES INVESTMENT PROJECTS ROAO ROSAGROBIOPROM ROAO ROSAGROBIOPROM is the largest Russian company operating on the local and international markets for biopharamceuticals, chemical pharmaceuticals and diagnosticums for veterinary medicine. ROAO ROSAGROBIOPROM was set up in In 2008, it produced about 2,300 mln doses for agricultural animals for a total of about $47 mln. The share of exports in the company s turnover amounts to about 20%. ROSAGROBIOPROM provides vaccines and medications to more than 4,000 Russian farms, which produce up to 48% of the country s food.

22 ROEL GROUP OF COMPANIES VENTURE AND START-UP PROJECTS

23 THE ROEL GROUP OF COMPANIES INVESTMENT IN INNOVATIONS Natsionalnaya Tekhnologicheskay a Gruppa ZAO Natsionalnaya Tekhnologicheskaya Gruppa (NTG) is involved in searching for new technologies, selection, analysis and development of innovation projects to their readiness for sale, the organization of start-up companies and other forms of preparing scientific and technical studies for commercial use. The company owns innovation databases (over a 1,000 studies), some of which are owned by NTG. NTG is the ROEL Group of companies venture investment project. NTG s start-up projects: ZAO NTG-Avtorezonans was created to make commercial a new technology of processing materials and to develop the idea of autoresonance adjustment of machines of different purpose. Patents owned by Natsionalnaya Tekhnologicheskaya Gruppa is the basis of the project. Developments by scientists from the A. A. Blagonravov Machine Science Institute of the Russian Academy of Sciences are the scientific basis of the project. Researchers from Moscow, St Petersburg and Nizhny Novgorod are involved in the project. ZAO ProtenFarma is Russia s only producer of protein-calorie specialized nutritional cocktails, including for enteral feeding free from milk and whey proteins. The company was set up in 2008 to develop the project of launching specialized food, including medical food, for patients with CKD.

24 THE ROEL GROUP OF COMPANIES START-UP PROJECTS Natsionalnaya Ekologicheskaya Kompaniya Natsionalnaya Ekologicheskaya Kompaniya is a Russian multiproduct corporation operating on the market of integrated waste management and ecology consulting since NEK is a full-circle ecology company, which covers all stages of waste management from its collection and disposal to advanced processing, the sale of secondary metarial reserouces and the burial of non-recoverable components. NEK is the first Russian company to implement a long-term investment strategy to build a wide regional network of companies to efficiently manage biowastes by uniting the companies into a single production chain. Companies of the network are being created in five Russian regions: Tula, Tambov, Saratov regions, Stavropol krai, Khakassiya republic. At the initial stage, the technology of industrial separation of solid domestic waste and their burial on a new generation landfill is used; the range of technologies will be widened in the future. A program of recultivation of pits and burial of liquid waste is also under way in the Moscow region. Companies which utilize dangerous biological and medical wastes in the Vladimir and Moscow regions are undergoing a deep modernization. At the start of 2008, NEK created within its structure an Ecological Monitoring, Audit and Consulting Division. Among other matters, it focuses on the development of regional and municipal programs of waste management, the compilation of schedules for land cleaning. At the start of 2009, a waste management program developed by the Division was approved by the Lukhansk regional council in Ukraine.

25 ROEL GROUP OF COMPANIES START-UP PROJECTS Natsionalnaya Geologorazvedochnay a Kompaniya Natsionalnaya Geologorazvedochnaya Kompaniya (NGК) was set up in September 2007 to develop the Russian geologic exploration industry on the back of venture capital. NGK is one of Russia s first brand new companies. NGK s competence include geological survey, prospecting, exploration and exploitation of deposits (precious, non-ferrous and rare metals). NGK carries out geological survey at the initial, riskiest stage. If a discovery is commercially successful, rights for further exploration and mining are sold to a specialized mining company. NGK s Activities In , NGK did a complex of predicting and prospecting and prospecting and appraisal work on the Kadara deposit, the largest in the Chita region, whose inferred resources amount to over 100 tons. Besides, the company did research work in the framework of preparation for auctions for the right to use (a license) six promising gold deposits in the Amur region and another five promising deposits of noble and rare metals in Eastern Siberia.

26 ACKNOWLEDGMENTS

27 ACKNOWLEDGEMENTS In April 2008, the ROEL Group of companies was awarded the Financial Elite, a united final prize in finance in the Development Dynamics category among investment companies (on 2007 results). The ROEL Group of companies in the RA Expert rating*: 1 position in the Services in Strategic Planning and Organizational Development category 3 position in the Consulting in Marketing and Public Relations category 3 position in the Financial Management Services category *Expert, 14 (603), April 6, RUSELPROM concern in the Expert-400 rating of RA Expert**: In 2007, RUSELPROM concern occupied the 348 position in the Expert-400 rating of RA Expert. **Expert, 36 (577), October 1, 2007.

28 THANK YOU FOR YOUR ATTENTION! , Moscow, Nizhegorodskaya st., dom 32, korp. 15 Telephone: (495) Fax: (495)

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