Russia. This material may constitute Attorney Advertising in some jurisdictions. Prior results do not guarantee a similar outcome.

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1 Russia This material may constitute Attorney Advertising in some jurisdictions. Prior results do not guarantee a similar outcome.

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3 Chadbourne has maintained a strong presence in Russia since 1990 when it became one of the first foreign law firms to open an office in Moscow. We are widely recognized as one of the leading law firms in the region. Throughout the past 25 years, we have not only advised on numerous complex first-of-a-kind transactions, but also on the day-to-day operations of our clients that impact their bottom line. We combine a strong local presence in the region with the depth of experience necessary to provide meaningful and practical business advice. Our lawyers are recognized by Russian and international legal publications, such as Chambers, The Legal 500, IFLR 1000 and Pravo.ru for their work in the fields of corporate and commercial law, mergers and acquisitions, banking and finance, dispute resolution, oil and gas, energy and natural resources, capital markets and other areas. Chadbourne s diverse clientele includes leading international and local companies and financial institutions. Our goal is to understand, anticipate and satisfy our clients legal needs in order to deliver the highest level of service. Our almost 25 year experience in the Russian legal market gives us the skills and insights to achieve that goal and to help our clients navigate the challenges of this dynamic economy. CORPORATE AND M&A Our corporate team advises clients across Russia and the CIS on their most important transactions. We develop innovative structures to simplify the complexities inherent in corporate and M&A deals in this emerging market, taking into account the costs and practical viability. In addition, we have conducted due diligence reviews on hundreds of companies in the region. Our experience also extends beyond transactional work, and we look after our clients through every stage of the company life-cycle. Our list of regular corporate clients includes bluechip companies across every industry, commercial, financial and governmental sector, including, inter alia: energy, oil and gas, mining, real estate, communications and technology, food and beverage, IT/IP. Chadbourne & Parke LLP staffs appropriate and well-integrated teams, and provides excellent services in Russian, English and US law. It shows in-depth knowledge of the client s business and the ability to provide good value for money through the reasonable combination of junior and senior lawyers. The Legal 500 EMEA: Russia RUSSIA 1

4 EXPERIENCE Recent key corporate and M&A deals include: Burger Rus. Represented Burger Rus, owner of the Shokoladnitsa brand (the country s largest coffee chain), in relation to several transactions, including the acquisition of the Coffee House chain of cafes, sale of 40 percent of Shokoladnitsa chain of cafes to the Hong Kong investment company Acmero Capital, equity investment and joint venture with Burger King Corporation and VTB Capital to develop and expand the restaurant s chain and brand presence in Russia, and setting up a joint venture to work as Burger King s franchisee in Germany. X5 Retail Group. Advised X5 Retail Group in relation to the acquisition of a 100 percent participation interest in Agrotorg-Samara, a Russian retail chain. Sberbank Invest. Represented Sberbank Invest in the acquisition of a 19.9 percent stake in ZAO Verkhnekamsk Potash Company (Acron Group s subsidiary). A5. Represented A5 (Russian pharmacy chain) on its sale of a minority stake to Baring Vostok Capital Partners, as well as in connection with its acquisition of Mosoblfarm (the largest regional, and one of the largest Russian, pharmacy chains) and the follow-up sale of certain assets to X5 Retail Group (Russia s largest food retailer). Sberbank Capital. Represented Sberbank Capital in an acquisition of 51 percent equity in Vester Group, a Russian retail group, in connection with debt restructuring. Chadbourne & Parke LLP s highly responsive team delivers a highly professional service at very competitive rates. The Legal 500 EMEA: Russia, Corporate and M&A Virgin Connect. Represented Virgin Connect (a member of the internationally recognized VIRGIN family and a leading broadband operator in Russia and Eastern Europe) in relation to proposed acquisition of several telecommunications companies in Central Russia and Siberia. OJSC KAMAZ. Acted for OJSC KAMAZ, one of the world s top heavy truck manufacturers, in connection with its joint venture agreements with Daimler AG for the production of trucks and buses in Russia and Eastern Europe. Gazprombank. Represented Gazprombank in relation to its acquisition of 30 percent shares in Polygon Gold, a subsidiary of OAO Polymetal. Sonoco Products Company. Represented Sonoco Products Company in relation to an acquisition of Weidenhammer Packaging Group for US$383 million. 2 CHADBOURNE

5 ENERGY AND OIL & GAS Chadbourne lawyers have many years of experience advising local and international clients on a variety of energy-related matters, including exploration, production, transportation, oil field services and other aspects of oil and gas projects. In Russia, Chadbourne lawyers have represented investors, lenders and participants in oil and gas projects in Russia and abroad, as well as on related infrastructure projects. Our lawyers have extensive practical experience with project finance structures in Russia, including drafting and negotiating construction contracts, fuel supply agreements, offtake agreements, operating agreements and power sales agreements, governed by Russian, English and New York laws, as well as with various regulatory permissions. A significant component of our work is our preeminent multilateral and bilateral agency practice. Responsive and quick. The lawyers see the issues clearly and identify them easily. Chambers Europe: Russia, Banking & Finance Acquisition of a controlling stake. Represented a client in relation to a US$800 million acquisition of a controlling stake in an oil and gas group. Equity investment. Represented a client in relation to an equity investment in a group of companies with significant oil and gas assets in Russia. EBRD and IFC. Represented EBRD and IFC in a US$129 million debt and equity co-financing, intended to modernize the Patos-Marinza oil field in the southern region of Albania, one of the largest onshore oil deposits in continental Europe. EBRD and a syndicate of banks. Represented EBRD and a syndicate of banks in the US$250 million long term financing to the Russian oil field services provider Integra Group in order to restructure its balance sheet. EBRD. Represented EBRD in the financing of SOCAR s investment in the Shah Deniz gas field and the South Caucasus Gas Pipeline. Rosneft. Represented the Russian state oil company Rosneft in corporate, financing, structuring and operational issues in connection with Rosneft s alliance with BP, including the structuring of the holding and operating entity, Elvary Neftegas Holdings BV. The Rosneft-BP alliance concerned the exploration and development of the Kaigansko-Vasyukanskiy offshore oil and gas field project, part of the Sakhalin 5 Project and one of the largest oil and gas projects in the Russian Far East. RUSSIA 3

6 Rosneft. Represented the Russian state oil company Rosneft and its subsidiary Sakhalinmorneftegaz in corporate, financing, structuring and operational issues in connection with negotiations with subsidiaries of the US companies Mobil (now Exxon-Mobil) and Texaco (now Chevron) in respect of a project to explore and develop the Kirinsky Block offshore oil and gas field. Gazprom. Represented Gazprom in connection with the multi-phased Shtokman Project, including the upstream development and production of the Shtokman natural gas fields, the Shtokman LNG facilities, LNG transportation, and the downstream transactions for the marketing and sale of LNG, including arrangements for regasification capacity at LNG receiving terminals, and marketing and sale of natural gas. BANKING AND FINANCE Our banking and finance practice has advised on some of the largest and most complex finance transactions in the region in recent years. We advise companies and banks (including multilateral agencies such as EBRD, IFC and OPIC), as well as other financial institutions, on domestic and international bank financing transactions across every industry, commercial, financial and governmental sector. Clients benefit from our comprehensive experience, which spans the fields of banking and finance, including commodity finance, real estate finance, acquisition finance, syndicated loans, debt restructuring and derivatives whether governed by Russian, English, New York or other foreign laws. Chadbourne is recognized by Chambers Global, Chambers Europe, The Legal 500 and IFLR in the area of Banking and Finance in Russia. Our recent experience includes: JSC Rusatom Overseas. Represented JSC Rusatom Overseas in connection with drafting a 2.4 billion Euro subordinate loan agreement with Fennovoima Oy for financing the construction of a 1200 MW greenfield nuclear power plant, Hanhikivi I, in Pyhäjoki in northern Finland. Alfa-Bank. Represented Alfa-Bank in numerous debt and equity deals, including acting for Alfa-Bank in connection with providing financing to such companies (most recently) as SUEK, Kernel-Trade LLC, Danton LLC, Arctech Helsinki Shipyard Inc., Moscow s Trade Union Centre and many others. Alfa-Bank. Represented Alfa-Bank in connection with debt restructuring of OAO Mechel, global mining and metals company. 4 CHADBOURNE

7 OPIC. Represented OPIC in relation to the up to US$150 million secured loan to DataSpace Partners (sponsored by Russia Partners, a leading private equity fund) for the development and operation of commercial data centers in Russia. Bank of Tokyo-Mitsubishi UFJ, Ltd. Represented Bank of Tokyo-Mitsubishi UFJ, Ltd. in relation to a US$100 million multicurrency facility to Magnitogorsk Iron & Steel Works. Raiffeisenbank. Acted for ZAO Raiffeisenbank as the originator in a Diversified Payment Rights securitization program. Notes have already been issued under the program to WestLB, EBRD and IFC. Strong, professional team of litigators able to work effectively under pressure to tight deadlines. The Legal 500 EMEA: Russia, Dispute Resolution Polyus Gold. Represented Polyus Gold in relation to several financings from major banks, including HSBC Bank, Unicredit Bank and Société Générale. EBRD. Represented EBRD in a number of financings, including a US$600 million long-term facility to OAO Severstal; a US$250 million facility to Integra Group; and a RUB 1.7 billion loan from EBRD to Guardian Eastern Europe Finance S.à r.l., a Luxembourg financing vehicle for Guardian s Russian subsidiary. IFC. Represented IFC in relation to several financings, including a US$535 million facility to MDM Bank; a secured loan to ZAO Asteros; and the financing package for the Alutech Group, the largest private manufacturer of aluminum products in Belarus, to support the company s growth and expansion of exports. Eurasian Development Bank. Represented Eurasian Development Bank in a three-year non-revolving facility for financing small, and medium-size enterprises (SMEs) in Russia to Bank BCC-Moscow, a subsidiary of Bank CenterCredit. Otkritie FC Bank. Represented Otkritie FC Bank, the first largest privately owned and the fifth largest banking group in Russia, in relation to the assignment of the loan portfolio of Promsvyazbank. DISPUTE RESOLUTION We advise clients on complicated, multilevel and multi-jurisdictional litigations and arbitrations involving Russian and international corporations and investors, as well as governmental and regulatory authorities of other countries and other international organizations. We have the capability to litigate on behalf of clients in Russian state courts and arbitration courts. We have vast experience in commercial arbitrations held in Russia and abroad with respect to Russiarelated matters, and we have represented numerous parties in the resolution of their claims in the state arbitrazh courts, as well as the courts in common-law jurisdictions. We regularly act as Russian law experts in non-russian courts and commercial arbitrations. RUSSIA 5

8 Chadbourne & Parke LLP s energy team provides excellent value for money, indepth analysis and high professional standards and ethics. The Legal 500 EMEA: Russia, Energy and Natural Resources Recent litigation and arbitration cases include: Mr. Anisimov. Acted as Russian law experts in an over US$1.5 billion dispute between Russian oligarch Mr. Anisimov and the family of the late Mr. Patarkatsishvili, a Georgian billionaire, in the High Court of Justice Queen s Bench Division Commercial Court in London. Alfa-Bank. Acted for Alfa-Bank to enforce a Russian court judgment for 6.8 million in the High Court of Justice Queen s Bench Division Commercial Court in London against a debtor residing in the UK, in the case Open Joint Stock Co Alfa-Bank v Trefilov. Mr. Abramovich. Acted as Russian law experts appointed by Mr. Abramovich in a high-profile commercial dispute between two Russian oligarchs Mr. Berezovsky and Mr. Abramovich with more than US$5 billion at stake in the High Court of Justice Queen s Bench Division Commercial Court in London. IT Company. Represented a leader in the IT industry of Russia, a Forbes 100 Company, in a US$100 million tax dispute in Russian state arbitrazh courts. Power generating company. Represented a Russian power generating company in the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation (ICAC) in a dispute over an agreement for the reconstruction of a major hydropower station in Russia. Russian Federation. Acted as Russian law experts for the Russian Federation in the Arbitration Institute of the Stockholm Chamber of Commerce. Multilateral development bank. Acted as a Russian law expert for a multilateral development bank in two proceedings in the London Court of International Arbitration (LCIA) brought against a major Russian automobile company and a Russian shipping company. Subsidiary of a Turkish construction company. Represented a Ukrainian subsidiary of a Turkish construction company in the ICAC dispute with its client related to a construction agreement. Auditing firm. Represented a major Russian auditing firm as a defendant in Russian state arbitrazh courts against a claimant seeking to enforce the ICAC award. Subsidiary of Rosneft. Represented a subsidiary of Rosneft in international commercial arbitration (with claims amounting to more than US$1 billion) in connection with two disputes against Total. Natural resources company. Represented a natural resources company in a Russian arbitrazh court in the proceedings initiated by the local tax authority. 6 CHADBOURNE

9 TELECOM, MEDIA AND TECHNOLOGY Chadbourne & Parke s telecom, media and technology (TMT) practice provides a complete and coordinated approach to the transactional, M&A, corporate, finance, outsourcing, regulatory and litigation matters affecting individuals and businesses in the telecommunications, media, Internet, information services and technology/software industries. Our clients include domestic and international telecommunications companies, Internet providers, mobile telephone companies and broadband operators. Virgin Connect. Represented Virgin Connect (a member of the internationally recognized VIRGIN family and a leading broadband operator in Russia and CIS) in relation to the acquisition of several telecom companies in Central Russia and Siberia. Vimpelcom. Represented Vimpelcom, a large Russian telecommunications company, in various matters in Eastern Europe, including its US$34 million acquisition of ZAO Eltel, a St. Petersburg telecommunications company; RUB million acquisition of 100 percent of OOO Ural-NET and OOO It-Com, Chelyabinsk telecom operators; and a US$226 million acquisition of a 49.9 percent stake in the Euroset Group, Russia s largest mobile handset retailer; and an initial public offering of shares on the international capital markets through a Level III ADR program on the New York Stock Exchange. Golden Telecom, Inc. Represented Golden Telecom in connection with several strategic investments in, and acquisitions of, telecommunications and Internet companies throughout the CIS, including its US$4.2 billion acquisition by OJSC Vimpel-Communications (VimpelCom); US$200 million acquisition of Comincom/Combellga in Russia previously owned by Telenor, each involving the placement of shares in Golden Telecom through 144A placements. Turkcell. Represented Turkey s largest GSM mobile telephone company in connection with a US$250 million financing from China Development Bank; a US$3 billion unsecured syndicated term loan facility with a group of banks; two financings composed of a US$285 million buyer credit for financing 2G and 3G equipment for Turkcell in Turkey and a US$75 million buyer credit for financing 2G equipment for Turkcell s Ukrainian subsidiary, Astelit. Financell. Represented Financell, a subsidiary of Turkcell, in relation to a US$24 million loan from Deutsche Bank Luxembourg S.A. Deutsche Telecom. Represented DeutscheTelecom in connection with its acquisition of several Russian telecommunications companies. RUSSIA 7

10 MEET THE TEAM MOSCOW Andrei Baev Managing Partner +44 (0) (0) Andrei Baev has 25 years of experience in project finance and corporate transactions. His work concentrates on the emerging markets of Eastern and Central Europe, Russia, Central Asia and the Middle East. He has also done significant work in Latin America and the United States. His experience includes the development and financing of cross-border pipeline projects, independent power projects, nuclear power plants, oil and gas upstream, midstream and downstream development projects, mining, telecommunications and infrastructure projects around the world. His clients include oil and gas companies, energy companies, natural resources companies, governments, global investment and commercial banks, multilaterals, export-credit agencies and high-net-worth investors in those markets. Andrei Baev has been named a leading lawyer in Energy and Natural Resources by IFLR1000, Chambers Global, Chambers Europe, Chambers UK and The Legal 500 for many years. Konstantin Konstantinov Partner +7 (495) kkonstantinov@chadbourne.com Konstantin Konstantinov advises clients on a wide range of issues related to commercial and financial law, including secured financing, project finance, securities legislation and mergers & acquisitions. He provides legal support to joint ventures projects, the reorganization of Russian and transnational companies and debt restructuring program development. Konstantin is consistently recognized by Chambers for banking and finance, corporate/m&a and private equity in Russia. He is also recognized by Best Lawyers for banking and finance, capital markets, corporate, mergers and acquisitions, private equity, project finance and development practice and structured finance. Konstantin received his law degree from the Moscow State Academy of Law and his LL.M. degree from Harvard Law School. Chadbourne & Parke LLP in Moscow 8 CHADBOURNE

11 Chadbourne & Parke LLP in Moscow 52/5 Kosmodamianskaya Nab., Moscow Russia Contact details: Andrei Baev Partner +44 (0) (0) RUSSIA 9

12 NEW YORK WASHINGTON, DC LOS ANGELES MEXICO CITY SÃO PAULO LONDON MOSCOW WARSAW ISTANBUL DUBAI JOHANNESBURG CHADBOURNE.COM Russia, March 2015