TAX ADVICE LEGAL ADVICE LITIGATION & DISPUTE RESOLUTION

TAX ADVICE LEGAL ADVICE LITIGATION & DISPUTE RESOLUTION

1 THE RIGHT CHOICE SAMETA WHEN CHOOSING ADVISORS, VARIOUS COMPANIES USE DIFFERENT CRITERIA It can be difficult for clients to choose from among the many law firms on the market, particularly in Russia, where the level of transparency could be higher. Our experience has shown that clients place great importance in their advisors ability to listen carefully and understand the wider context of their business operations. Without clear communication and a solid grasp of the specifics of your business, first-rate legal expertise is of little use, as it cannot deliver results that can be put into practice. We know this, not least because some members of our team have prior experience on the client side. This is why we are committed to understanding our clients objectives and providing clientfocused solutions. Dmitry Gromyko Managing Partner

2 THE FIRM SAMETA PROVIDING LEGAL SERVICES ON THE RUSSIAN MARKET SINCE 2002 Sameta specialists advise clients and litigate/arbitrate disputes in seven key practice areas: Tax; Corporate/М&А; Antitrust; Reorganization and restructuring; Employment & Benefits; Real Estate. Consistently high quality of service, a tailored approach to each client, and the highest professional and ethical standards our adherence to these fundamental principles has earned Sameta a deserved reputation as a stable and successful law firm. Adapting to changes in the marketplace, we continue to develop and offer new services. The Sameta team includes more than 50 lawyers who have extensive experience on highly complex mandates in various sectors of the economy. Our clients include leading national companies and multinationals operating in Russia and the CIS. The firm has advised on numerous successful consulting projects and litigations. investment companies, banks, real estate developers and construction companies, transportation enterprises, insurers, stock market participants, refineries and processing plants, and agro-industrial enterprises. Sameta has also advised clients in a wide range of tax and commercial matters, including the provision of tax advice and the resolution of administrative and commercial conflicts, as well as tax disputes with state authorities Sameta is a member of the International Alliance of Law Firms (IALF), a leading professional organization comprising 60 carefully vetted business-oriented law firms in 43 countries. The IALF was founded to enable clients to obtain legal services on a global level. Member firms collaborate to deliver attentive and personalized service wherever clients legal needs arise, offering local expertise on corporate law and L&DR. Sameta is the only IALF member firm in Russia. Sameta has unrivalled experience of providing legal and tax advice to oil and gas companies and power suppliers, iron and steel plants, retailers, leasing and Aleksey Mordovychev Managing Partner OUR APPROACH We always put our clients interests first, which means we must develop a thorough understanding of their business, current problems and strategic issues. It is our aim to provide each client with the best solution and the most robust legal and tax structure for their business. When preparing advice, Sameta always takes into account all factors legal, commercial and other that may strengthen the client s position. Our legal opinions and advice are based not only on a thorough analysis of legal consequences by Sameta specialists, but also professional assessment by leading officials of the relevant government agencies. This gives our clients insight into how the regulatory authorities may treat transactions, whether contemplated or completed.

3 TAX AN IMPECCABLE REPUTATION AS TRUSTED ADVISORS Tax reform in the Russian Federation is far from complete, and the tax legislation is continually being amended. Tax rules are often worded ambiguously, giving rise to inconsistent interpretation by the authorities, including tax bodies. So when companies in real sectors of the economy are faced with making business decisions, advice from tax professionals is essential. Lyudmila Batalova Head of Tax Practice Experts Providing tax advice and representing clients in tax disputes are two key areas of expertise at Sameta. Over the years the firm has assembled a team of highly qualified professionals with an impressive track record handling clients tax-related issues, including advising on field and desk tax audits, and appealing against/challenging non-normative acts issued by the tax authorities on the basis of such audits. Many of our advisors are former employees of the tax authorities, leaving Sameta well-positioned to provide its clients with insight and advice as to how the Federal Tax Service may treat particular issues. Lyudmila Batalova has headed Sameta s tax practice for more than 9 years. She has led hundreds of successful projects, including tax due diligence reviews, desk audits and field tax audits of leading companies in various industries (extraction, refining and sale of oil and petroleum products, and projects in the natural gas sector, investment, real estate development, leasing, retail and others), litigation of tax disputes and others. Services For many years Sameta has been providing clients a full range of services on tax issues: SAMETA HAS LITIGATED OVER 300 TAX CASES FOR ITS CLIENTS Advising on application of the tax legislation with regard to all types of taxes and levies established by Russian Federation law, including the application of special tax regimes and international tax treaties; Advising on relations with the tax authorities and representing clients before the tax authorities, including with respect to field and desk tax audits; Preparing letters to the Russian Ministry of Finance, the Federal Tax Service and its local offices requesting clarification of the tax legislation and supporting the process; Tax due diligence in the framework of M&A and corporate restructuring; Advising on the methodology and procedures to claim back VAT; Representing clients in tax disputes before Russian arbitrazh courts at all levels; Implementation and support of centralized tax risk management; Advising on transfer pricing, including compliance by holding structures with the new tax rules. (new!)

4 CORPORATE EFFECTIVE SOLUTIONS IN SITUATIONS OF ANY COMPLEXITY Sameta offers a wide range of corporate and M&A services to Russian and foreign companies. Our Corporate group works closely with lawyers from other practice areas, including the Tax group, to deliver integrated solutions and enable our clients to overcome administrative, tax and civil-law obstacles in a continually changing legislative environment. Our advisors are ready to tackle any corporate law issues faced by our clients in the course of their business. Services Protection of the rights of shareholders and company participants, including resolution of corporate disputes; Advising on mergers and acquisitions transactions (M&A); Comprehensive and limited-scope legal due diligence; Preparation of Russian law governed shareholders agreements and participants agreements; Advising on securities market regulation, including mandatory disclosure and filings with the regulatory authorities; Structuring complex commercial transactions and legal risk assessment; Advising on foreign investment in the strategically important companies officially designated as being of strategic importance; Advising on private international law and foreign trade; Restructuring, including corporate restructuring. Dorin Popescou Partner Head of Corporate Practice

5 REAL ESTATE REAL ESTATE IS ONE OF OUR CORE AREAS OF EXPERTISE Services Legal due diligence of title to real estate to identify possible restrictions, encumbrances and risks; Preparation of legal opinions on the risks involved in real estate sale-purchase transactions, investments and construction projects. Advising on approaches to mitigate the risks identified; Rostislav Agapov Head of Real Estate Practice The real estate market is prone to fluctuations, and here professional advice is always needed. We offer consultations, practical legal advice and assistance on a broad range of issues relating to real property and construction. Advising on land law issues (recategorization of land, change of the type of permitted use etc.); Legal representation in relations with counterparties, third parties and government authorities in the framework of real estate transactions; Representing clients in legal disputes over real estate; Providing comprehensive support of investment projects and structuring of relations between participants in investment projects (including offshore); Providing comprehensive legal services to building owners, property developers, investors and contractors. Formulating financing arrangements and structuring investment projects; Supporting the procurement of all documents required to build and operate real estate, and the reissuance of documents of title to real estate; Structuring and legal support of land and real estate transactions (sale-purchase, lease, mortgage, investment, assignment etc.) with an integrated approach that takes tax implications into account; Representing clients before technical inventory authorities (BTI), registration bodies and other agencies with regard to registration of title to real estate and the performance of real estate transactions (including complex cases); Representing clients in the framework of reviews of compliance with the legislation on construction, facility management and the performance of transactions with real property; Advising on property management; Preparing various alternatives for effective property management (legal aspect). Optimal structuring of clients lease relations.

6 ANTITRUST SAMETA ADVISES ON MONOPOLY REGULATION The lawyers of Sameta s Monopoly and Competition practice group have more than 10 years experience handling such matters in Russia. The team involves of highly qualified lawyers who provide advise foreign and Russian companies in various industries, including energy, IT, telecommunications and others. The head of the practice area is a member of the board of the non-profit partnership Competition Support, the other members of which include officials of Russia s Federal Antimonopoly Service (FAS). Sameta advises on all aspects of antitrust control: Antimonopoly legislation; Transactions subject to antimonopoly clearance; Reviews by the antimonopoly authorities; Services to groups of entities; Disputes with the antimonopoly authorities.

7 OTHER AREAS OF LAW LITIGATION & DISPUTE RESOLUTION Sameta has a reputation for excellence in litigation and dispute resolution. According to the 2011 ratings Top 100. Russia s Best Law Firms compiled by Pravo.ru and Vedomosti newspaper, Sameta is ranked one of the top law firms in this area of law. Lawyers from our L&DR group have an impressive track record of success representing clients in Russian arbitrazh courts and courts of general jurisdiction at all levels. Where our clients are involved in legal proceedings in other countries, we work in close co-operation with our partners from the International Alliance of Law Firms. We offer top-notch advice not only on commercial disputes, but administrative proceedings and other cases, including challenging the decisions of government agencies. RESTRUCTURING AND DISTRESSED ASSETS Sameta advises legal entities on debt restructuring, corporate restructuring and bankruptcy proceedings in various spheres of business. Developing strategies for debt restructuring involving interim relief; Preventing the siphoning of assets (freezing, encumbrances); Representing clients in court and surmounting the procedural obstacles; Enforcement proceedings. Freezing assets. Restriction of debtors travel revealing of all of a debtor s assets, including foreign ones; Revealing of creditors in bankruptcy proceedings. Consulting of the court-appointed receivers. EMPLOYMENT LAW, DISPUTES AND REMUNERATION Sameta lawyers advise Russian and foreign clients on a wide range of issues in this sphere, including the legislation regulating migration, employee remuneration schemes (including long-term insentive programms for executive personnel), redundancies and employment disputes.

8 CLIENTS OUR CLIENTS INCLUDE THE LARGEST COMPANIES IN RUSSIA AND THE CIS Most of our clients have entrusted us for years to protect their interests in complex projects and legal proceedings, going back to 2002. Below is a sample of some recent projects, completed and ongoing. Advising on field tax audits of companies that are part of a major Russian vertically integrated oil holding, and challenging the results of the audits in court; Advising the management company of a gasfuelled power generation holding on the tax implications of and accounting procedures for revaluation of investments and performance of transactions with securities of subsidiaries and dependent companies; Advising a leading international industrial group in the aluminium sector during the course of tax administration of its Russian companies, including challenging the results of tax audits; Developing a methodology for a leading French food retailer to write off operation losses and natural losses for tax purposes, and its implementation in conjunction with the client; Providing legal advice on VAT recovery to one of Russia s largest private investment funds specializing in investment in mining, real estate, and innovative energy and nanotechnology projects; Tax due diligence of an exclusive importer of industrial equipment and subsequent tax structuring of the business to yield a tax burden acceptable to the client; Due diligence of a scientific research institute engaging in engineering surveys and design of sea port terminals in connection with its acquisition by a major Russian holding specializing in the design of transportation facilities; Advising an international gold miner on calculation of the minerals extraction tax on precious metals lost in the process of leaching ore or during pilot operations at a gold deposit; Conducting tax due diligence and challenging the decisions of the tax authorities taken on the basis of field and desk tax audits of Russian companies and Russian representative offices of foreign companies that are part of an international real estate development group specializing in investment in upmarket residential construction projects; Advising a leading Russian producer of nonferrous metals and its subsidiaries on proceedings related to the recovery of indebtedness under a promissory note. Representing the subsidiaries with regard to issues of subsoil use; Advising a leading Russian oilfield services company on the sale of assets to a U.S. investor, including implementation of elements of the transaction governed by Russian law; Preparing a set of civil law contracts for deliveries of equipment, raw materials and products in the interests of a leading Japanese automobile manufacturer; Advising a Swedish agricultural holding on changing the corporate structure of its Russian subsidiary with a view to raising financing. Resolving an ownership dispute with Russian management in the interests of the foreign investor; Advising one of Russia s largest charter airlines on recovery of VAT and various tax issues related to its operations; litigating cases against the tax authorities; assessing, structuring and advising on transactions; Providing legal advice to the exclusive Russian dealer of a Swedish vehicle and construction equipment manufacturer on recovery of VAT; advising on investment in connection with expansion of the dealer network.

9 A DISTINCTIVE APPROACH EXCELLENCE OF SERVICE IS OUR ABSOLUTE PRIORITY To ensure the very highest quality of service, Sameta invests in the following: Knowledge Management Sameta invests in a variety of training and development programmes, maintains databases of best practices, and carries out analytical work to support our specialists continuing professional development. Creation of Competence Centres Information resources and methodological support are put at the disposal of every senior lawyer (expert) at the firm, enabling them to acquire industry-specific knowledge that not only complements their professional expertise, but broadens their understanding of the sector in general. Mentoring The firm s mentoring scheme is a key aspect of our internal professional development programme. It ensures each person s individual strengths are put to best use for the success of the team as a whole. Corporate Responsibility An important element in Sameta s growth strategy is social responsibility. We do not undertake sponsorships or charitable projects, as we believe we can offer the greatest public benefit by focusing our efforts on what we do best. For this reason we contribute to improving the Russian economic and legal environment by offering pro bono advice to small and medium-sized businesses that are members of the non-governmental organization OPORA RUSSIA. Publicity Not a week goes by that Sameta is not mentioned in leading national and professional media such as Vedomosti, Kommersant and RBC-Daily. Sameta lawyers have authored numerous articles and commentaries that have appeared in various business publications. We regularly hold seminars and client briefings to discuss changes in the legislation and effective solutions. Expertise Our specialists include members of the Community Council of the Central Office of the Federal Tax Service, who draft proposals to improve Russian legislation on taxes and levies and tax control measures, thus taking an active role in the legislative process.

10 PROFESSIONAL RECOGNITION SAMETA PROFESSIONAL RECOGNITION OF SAMETA Sameta Law Firm is a member of the following professional associations and actively participates in leading international and Russian domestic rankings: INTERNATIONAL ALLIANCE OF LAW FIRMS (IALF) With 60 member firms in 43 countries and more than 1,750 lawyers, the International Alliance of Law Firms provides clients seamless, carefully-vetted legal counsel in business centres worldwide. (www.ialawfirms.com) INTERNATIONAL FISCAL ASSOCIATION (IFA) The IFA is a non-governmental and non-sectoral international organization dealing with fiscal matters. Established in 1938, today it counts more than 10,000 members from 39 departments in more than 100 countries. It has an advisory status with the UN, UNESCO, IMF, OECD and EU. It is headquartered in the Netherlands (www.ifa.nl). The Russian branch of the IFA (ROS-IFA) was officially opened at the 47th IFA congress in 1993. ROS-IFA currently counts over 60 experts among its members. GERMAN-RUSSIAN CHAMBER OF FOREIGN TRADE (CFT) The German-Russian Chamber of Foreign Trade and its predecessor, the Union of the German Economy in the Russian Federation, have represented German business interests in Russia and Russian business interests in Germany since 1995. (www.russland.ahk.de/ru/startseite) FRANCO-RUSSIAN CHAMBER OF COMMERCE (CCIFR) Active in Moscow since 1997. Member of the Union of French Chambers of Commerce and Industry Abroad (UCCIFE), the world s first private network of French companies, uniting more than 25,000 undertakings in 78 countries. (www.ccifr.ru) Non-Profit Partnership «OPORA RUSSIA» Non-profit partnership OPORA RUSSIA was established with a view to consolidating the efforts of non-governmental organizations of small- and medium-size businesses in creating a favourable environment for doing business in Russia. This includes representing and protecting the interests of Russian businesspeople in dialogue with governmental authorities at all levels and facilitating further development of the country s middle class based on the best traditions of domestic entrepreneurship and Russian business culture. (www.opora.ru) Chambers&Partners Publishers of the most authoritative legal ratings of leading law firms worldwide. Legal 500 One of the most respected and comprehensive worldwide ratings of legal services providers in more than 100 countries. Best Lawyers One of the most reputable rankings in the world, specializing in evaluation of lawyers based on peer review by their colleagues worldwide. Pravo.ru Leading Russian law firm ratings. Specializes in systemic analysis of the Russian legal services market.

4/3 Strastnoy Boulevard, bldg. 3, Moscow, 125009 tel.: +7 495 937 54 85 +7 495 933 53 15 fax: +7 495 933 53 16 e-mail: welcome@sameta.ru website: www.sameta.ru Sameta 2012. All rights reserved. The following legal entities operate under the Sameta brand: LLC Sameta Tax and Legal Consulting, LLC Sameta Corporate Consulting, LLC Sameta Real Estate and Law and LLC Sameta Corporate Finance.