INVITATION TO TENDER (MAKE OFFERS) for buying additional shares in OJSC ROSINTER RESTAURANTS HOLDING (hereinafter referred to as the Invitation)

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1 This document does not have legal value. It has been prepared for informative purpose for non-russian speakers. In accordance with Russian legislation the application must be filled only in Russian. The full wording of the Resolution of Additional Securities Issue, the Prospectus and the form of the Application for Shares in the Company are available on website of OJSC "ROSINTER RESTAURANTS HOLDING" at INVITATION TO TENDER (MAKE OFFERS) for buying additional shares in OJSC ROSINTER RESTAURANTS HOLDING (hereinafter referred to as the Invitation) Open Joint-Stock Company ROSINTER RESTAURANTS HOLDING (hereinafter referred to as the Company or Issuer) located at the following address: Russian Federation, , Moscow, Dushinskaya Street 7, bldg. 1, hereby informs that on March 25, 2010, the Federal Financial Markets Service (FSFR of Russia) conducted state registration of additional shares and prospectus of the Company s ordinary registered shares in a book-entry form with the nominal value of one hundred and sixty-nine point seven (169.7) rubles per share (hereinafter referred to as the shares) in the amount of four million two hundred and seventy-four thousand eight hundred seventy-seven (4,274,877) shares issued in the form of a public offering (state registration number of the additional issue: Е-002D). This message is an invitation to tender (make offers) for buying shares, which is addressed to a large audience. 1. Procedure and Terms and Conditions for Filing Offers: Offers to buy the shares can be filed to the Company s Broker, OOO Renaissance Broker (hereinafter referred to as OOO Renaissance Broker) at the following address: , Moscow, Presnenskaya nab. 10, beginning with the day following the date of publication of this Invitation to tender (make offers) for buying shares in the newsfeed of the Interfax news agency as well as on the website and by the Deadline for Placing Shares. A buyer can file an offer to purchase shares to the Broker on business days from 10:00 to 18:00, Moscow time, in person or via its authorized representative having a duly executed power of attorney or any other document confirming the representative person s authorities. Every offer shall comprise the following data: headline: Offer to purchase shares in OJSC ROSINTER RESTAURANTS HOLDING full company name / name, patronymic name and last name of the potential buyer taxpayer s identification code of the potential buyer (if any) home address (location) of the potential buyer for individuals: passport data (date and place of birth, series, number and date when the passport was issued as well as name of the body that issued the passport) for legal entities: registration data of the legal entity (including the following information for Russian legal entities: information on state registration of the legal entity / making a record in the Common State Register of Legal Entities (date, registration authority and respective certificate number)) type of purchased securities (shares) offer price for shares complying with the offering price (Clause 8.4 of the Decision to issue securities) at which the person making the offer undertakes to purchase the offered shares in the amount referred to in the offer, and/or the person s consent to buy respective securities in the amount stated in the offer or for the sum stated in the offer at the offering price defined by the Issuer according to the Decision about additional issue of securities and Securities Prospectus amount of offered shares the person making the offer undertakes to buy at the offering price The aforesaid amount can be expressed in one of the following ways: - the exact number of shares in terms of numbers the person undertakes to buy - the minimum number of shares the person undertakes to buy. If the minimum quantity is indicated, this shall mean an offer on the part of the person filing the offer to purchase any number of offered shares in the amount being not less the stated minimum quantity - the maximum number of shares the person undertakes to buy. If the maximum quantity is indicated, this shall mean an offer on the part of the person filing the offer to purchase any number of offered shares in the amount being not more the stated maximum quantity - the minimum and maximum number of shares the person undertakes to buy. If the minimum and maximum quantities are indicated, this shall mean an offer on the part of the person filing the offer to purchase any number of offered shares in the amount being not less the stated minimum number and not more the stated maximum quantity

2 personal account number (if any) in the Issuer s register of registered securities holders for transferring the purchased shares to the account. If the shares are to be transferred in the Issuer s register of registered securities holders to the nominee holder s account, it is necessary to specify the full brand name of the depositary, data about state registration of the depositary (OGRN (Primary State Registration Number), name of the body that conducted state registration, date of state registration and date when a record about the depositary was made in the Common State Register of Legal Entities), depositary account number of the potential buyer of the shares, number and date of the depositary contract concluded between the depositary and potential buyer of the shares, number and date of the inter-depositary contract concluded between depositaries bank details of the potential buyer to enable the refund of funds contact details of the potential buyer (mailing address and fax with the code for long-distance calls) to submit an answer about accepting the offer (acceptance) Recommended offer forms for legal entities and individuals are given in the Appendix to this Invitation. The offer shall be signed by the potential buyer (or its authorized person, with enclosing the original or notarized copy of the duly executed power of attorney or any other document confirming the representative person s authorities) and shall bear an impression of the legal entity s seal (if any). In case if the person filing the offer can purchase the number of shares specified in the offer only upon the prior consent of the competent anti-monopoly authority according to the legal requirements, the person filing the offer shall enclose a copy of the respective approval from the anti-monopoly authority to the offer. The broker can refuse to accept the offer if the offer fails to meet the requirements set out in the legislation of the Russian Federation, Decision about additional issue of securities and Securities Prospectus. The filed offers shall be registered by the Broker in a special register for registering the incoming offers (hereinafter referred to as the Register) on the day of receipt. The Broker on behalf of the Issuer and on the basis of the Issuer s written instructions shall send an answer about accepting the offers (acceptance) to the persons to be defined by the Issuer as it may think fit from those persons that filed their offers. The answer shall comprise the offering price for the securities as well as number of securities to be allocated to the person that filed the offer. The answer about accepting the offer (acceptance) shall be handed over to the buyer in person or via its authorized representative or addressed to the mailing address and/or fax and/or address stated in the offer as of the date when the Issuer made a decision to accept the offer. The shares purchase agreement shall be considered as concluded as of the date when the person filing the offer received the Issuer s answer about accepting the offer (acceptance). The offers about buying offered securities filed by potential buyers shall be accepted by the Issuer as it may think fit. 2. Procedure of Payment for Shares: The purchased shares shall be paid for in full by the buyers that received an answer about accepting the offer (acceptance) not later by the Deadline for Placing Shares taking into account the time needed to enable the Issuer to take all actions stipulated by the Decision about additional issue of securities and Securities Prospectus with regard to the transfer of shares to such buyers. The shares shall be paid for in monetary funds in rubles and/or US dollars in the form of cashless settlement according to the current legislation of the Russian Federation. Potential buyers shall pay for the shares in the currency of the Russian Federation by wire transfer of funds to the Issuer s settlement account according to the following bank details: Full company s name: Joint-Stock Company Banque Societe Generale Vostok Abbreviated company s name: ZAO BSGV Address: , city of Moscow, Yakimanskaya nab. 2 Taxpayer s Identification Number (INN): ; BIC: Correspondent account: Settlement account No Account owner: OJSC ROSINTER RESTAURANTS HOLDING (INN ) Potential buyers shall pay for the shares in US dollars (if the payment for shares in foreign currency is permitted by regulatory acts in force at the time of payment) by wire transfer of funds to the Issuer s currency account in US dollars in compliance with the Russian legislation according to the following bank details: Full company s name: Joint-Stock Company Banque Societe Generale Vostok Abbreviated company s name: ZAO BSGV Address: , city of Moscow, Yakimanskaya nab. 2 Taxpayer s Identification Number (INN): ; BIC: Correspondent account: Currency account in US dollars No Transit account in US dollars No

3 SWIFT: SOGERUMM Account owner: OJSC ROSINTER RESTAURANTS HOLDING (INN ) The shares shall be paid for in full upon their purchase. The obligation to pay for the shares shall be considered as fulfilled as of the date when the monetary funds enter the respective Company s account referred to above and stipulated by the Decision about additional issue of securities and Securities Prospectus. The transfer of offered shares to personal accounts of their buyers in the Issuer s register of the registered securities holders and to depositary accounts of buyers with depositaries shall be carried out only after full payment for the respective shares. No possibility of payment for securities by installments is stipulated. In case the obligation to pay for the purchased shares is not fulfilled or fulfilled in part during the aforesaid period, the Issuer shall be entitled to refuse to fulfill the counter-obligation related to the transfer of shares to the potential buyer. In this case, the shares purchase agreement shall be considered as terminated. If the potential buyer fulfills its obligation to pay for the purchased shares in part during the aforesaid period, the Issuer shall be entitled to fulfill the counter-obligation related to the transfer of shares to the potential buyer in the amount paid for by such buyer. In this case, the shares purchase agreement shall be considered as amended. In case of partial fulfillment of the obligation to pay for the purchased shares by the potential buyer and full refusal on the part of the Issuer to fulfill the counter-obligation to transfer the shares, the monetary funds obtained as partial fulfillment of the obligation to pay for the shares shall be returned to the potential buyer in the form of cashless settlement not later five (5) business days from the Deadline for Placing Shares according to the bank details given in the offer. In the above-mentioned cases, a notice of the Issuer s refusal to fulfill the counter-obligation to transfer the shares (all shares or shares non-paid for by the potential buyer) shall be handed over to the potential buyer in person or via its authorized representative or addressed to the address or sent to the fax stated in the offer as of the date when the Issuer made a decision to refuse to fulfill the counter-obligation. Website used by the Company to publish information: Sincerely yours, S.G. Beshev, President of OJSC ROSINTER RESTAURANTS HOLDING

4 Shares purchased Full company name of the potential buyer: Taxpayer s identification number of the potential buyer (if any): Address of the potential buyer: Registration data of the legal entity (including the following information for Russian legal entities: information on state registration of the legal entity / making a record in the Common State Register of Legal Entities (OGRN (Primary State Registration Number), date, registration authority and respective certificate number): Type of securities to be purchased: Purchase price for shares corresponding to the offering price stipulated by the Issuer according to the Decision about additional issue of securities and Securities Prospectus, at which the person making the offer undertakes to purchase offered shares in the amount indicated in the offer: Number of shares the person making the offer undertakes to buy: Please fill in only one option (a)-(d): OFFER TO PURCHASE SHARES in OJSC ROSINTER RESTAURANTS HOLDING Recommended offer form for legal entities Ordinary registered shares in a book-entry form in Open Joint-Stock Company ROSINTER RESTAURANTS HOLDING, hereinafter referred to as the Issuer, state registration number of the additional issue: Е-002D, dated May 25, 2010 shares (a) exact quantity (b) not less (c) not more (d) not less but not more Personal account number (if any) in the Issuer s register of the registered securities holders: If the shares are to be transferred to the nominee holder s account: Full company name of the depositary: Information about state registration of the depositary (OGRN (Primary State Registration Number), name of the body that conducted state registration, date of state registration and making a record about the depositary in the Common Register of Legal Entities): Depositary account number of the potential buyer: Number and date of the depositary contract concluded between the depositary and potential buyer: Numbers and dates of depositary contracts concluded between the depositaries (in case there are several nominee holders): Bank details of the potential buyer to enable the refund of funds: Account owner: INN/KPP of the account holder: Settlement account number: Full name of credit institution: Abbreviated name of credit institution: Address: INN/KPP of the credit institution: BIC: Corr. acc.: Contact details for the purposes of sending an answer about accepting the offer (acceptance): Mailing address: Fax (with the code for long-distance calls): Telephone number (with the code for longdistance calls): Signature: Name of the authorized person (in full): Position (grounds of authorities):

5 Shares purchased First name, patronymic and last name of the potential buyer: Taxpayer s identification number of the potential buyer (if any): Home address of the potential buyer: Passport data of the potential buyer: Type of securities to be purchased: Purchase price for shares corresponding to the offering price stipulated by the Issuer according to the Decision about additional issue of securities and Securities Prospectus, at which the person making the offer undertakes to purchase offered shares in the amount indicated in the offer: Number of shares the person making the offer undertakes to buy: Please fill in only one option (a)-(d): OFFER TO PURCHASE SHARES in OJSC ROSINTER RESTAURANTS HOLDING Recommended offer form for individuals Ordinary registered shares in a book-entry form in Open Joint-Stock Company ROSINTER RESTAURANTS HOLDING, hereinafter referred to as the Issuer, state registration number of the additional issue: Е-002D, dated May 25, 2010 Date and place of birth: Passport series and number: Date when the passport was issued as well as body that issued the passport: shares (a) exact quantity (b) not less (c) not more (d) not less but not more Personal account number (if any) in the Issuer s register of the registered securities holders: If the shares are to be transferred to the nominee holder s account: Full company name of the depositary: Information about state registration of the depositary (OGRN (Primary State Registration Number), name of the body that conducted state registration, date of state registration and making a record about the depositary in the Common Register of Legal Entities): Depositary account number of the potential buyer: Number and date of the depositary contract concluded between the depositary and potential buyer: Numbers and dates of depositary contracts concluded between the depositaries (if there are several nominee holders): Bank details of the potential buyer to enable the refund of funds: Account owner: INN/KPP of the account holder: Settlement account number: Full name of the credit institution: Abbreviated name of the credit institution: Address: INN/KPP of the credit institution: BIC: Corr. acc.: Contact details for the purposes of sending an answer about accepting the offer (acceptance): Mailing address: Fax (with the code for long-distance calls): Telephone number (with the code for longdistance calls): Signature: Name of the signatory (in full): Grounds of authorities (if the application form is signed by the potential buyer s representative):

6 IMPORTANT INFORMATION The distribution of this communication and the offer of securities in some jurisdictions may be restricted by applicable laws. This communication does not constitute an offer of securities or an invitation to subscribe for or purchase any securities, as the case may be, in any jurisdiction where such offer or invitation would be unlawful. This communication is not intended for publication or circulation in the United States. This communication is not an offer of securities for sale in the United States. The securities have not been registered under the US Securities Act of 1933 and may not be offered or sold in the United States absent registration under the US Securities Act of 1933 or an applicable exemption therefrom. The company does not intend to make a public offering of the securities or register the securities in the United States. This communication is not an invitation nor it is intended to be an inducement to engage in investment activity in any member state of the European Economic Area that has implemented Directive 2003/7 I/EC (this directive, together with any applicable implementing measures in any member state, the "Prospectus Directive"). To the extent that this communication does constitute an inducement to engage in any investment activity, it is directed only to those persons who are investment professionals for the purposes of the Prospectus Directive in that member state, and such other persons as this communication may lawfully be addressed, and no person who is not a relevant person may act in accordance with, or rely on, this communication or its contents. This communication is not an invitation nor it is intended to be an inducement to engage in investment activity for the purpose of the U.K. Financial Services and Markets Act To the extent that this communication does constitute an inducement to engage in any investment activity, it is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(1) of the U.K. Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities and other persons to whom this document may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons"). Any investment activity to which this communication may relate is only available to, and any invitation, or offer or agreement to engage in such investment activity will be engaged in only with, the relevant persons. Any person who is not a relevant person should not rely on this communication or any of its contents. The securities may not be offered, sold or acquired in the United States, Australia, Canada or Japan, except as permitted by applicable laws.