Corporate/ Mergers & Acquisitions

The Russian practice of Berwin Leighton Paisner (BLP)

Legal 500 EMEA 2015:

The Corporate / M&A practice of Goltsblat BLP provides prompt and client-oriented support, a deep level of advice, and team strength in depth.

Corporate/ M&A / 01

Great local and international knowledge.

Chambers Europe 2015

Anton SitnikovPartner, Head of Corporate / M&Aanton.sitnikov@gblplaw.comT: +7 495 287 44 44M: +7 964 725 53 96

Goltsblat BLP has an unrivalled position on the Russian legal market as part of BLP’s global network housing one of the strongest truly domestic teams in Moscow, meaning it has a genuine international presence and local pre-eminence. We have the best Russian talent combined with international capabilities.

The global team of Corporate/ M&A practice consists of more than 230 lawyers, the majority being based in London and Moscow. We also have corporate lawyers based at our Abu-Dhabi, Dubai, Beijing, Berlin, Frankfurt, Brussels, Hong Kong, Paris, and Singapore offices. In Russia, it is one of the biggest corporate teams, with substantial experience of mid-to-large-scale cross-border and other complex transactions.

We have expertise and resources to provide the full range of M&A and other transactional services and, at the same time, the Practice is supported by top-notch specialist expertise across a range of disciplines, including some of the highest regarded experts in real estate, competition, finance, tax, employment and IP. This is a massive advantage over competitors and a completely different offering.

Acquisition finance

Corporate finance

Securities / capital markets

Private equity

Joint ventures, strategic alliances and consortia

Corporate (re-)structuring

Transactional support for inbound and outbound investments by Russian and international clients

Divestments including non-core asset disposals

Business set-ups, corporate reorganisation and winding-up

Mergers and acquisitions

Corporate pension plansCorporate governance

Due diligence Insolvency / bankruptcy

Corporate dispute resolution

Initial and secondary public offerings (IPOs and SPOs)

Our services

02 / Corporate/ M&A

>230corporate / M&A lawyers at BLP

Our international team of dedicated corporate / M&A lawyers provides support at our offices in Moscow, London, as well as at our Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore offices.

Corporate/ M&A / 03

Clients are very pleased with the work of the M&A team. “It was impressive. I had a feeling of confidence in the guys; I believe in them much more than the others.”

IFLR1000 2015

Quick responses and quick delivery.

Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitionsCorporate (re-)structuring Business set-ups, corporate reorganisation and winding-upJoint ventures, strategic alliances and consortia

Divestments including non-core asset disposalsPrivate equity Securities / capital marketsInitial and secondary public o�erings (IPOs and SPOs)

Corporate �nance Acquisition �nanceDue diligence Corporate governanceCorporate dispute resolution Insolvency / Bankruptcy Corporate pension plans Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions

Corporate restructuring Business set-ups, corporate reorganisation and winding-upJoint ventures, strategic alliances and consortiaDivestments including non-core asset disposalsPrivate equity Securities / capital marketsInitial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nanceDue diligence Corporate governance Business set-ups

Corporate dispute resolution Insolvency / Bankruptcy Corporate pension plans Transactional support for inbound and outbound investments by Russian and

clients Mergers and Corporate (re-)structuring Business set-ups, corporate reorganisation and winding-upJoint ventures, strategic alliances and consortiaDivestments including non-core asset disposalsPrivate equity Securities / capital markets

Initial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nanceDue diligence Corporate governanceCorporate dispute resolution Insolvency / Bankruptcy Corporate pension plans Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions

Corporate (re-)structuring Business set-ups, corporate reorganisation and winding-upJoint ventures, strategic alliances and consortiaDivestments including non-core asset disposalsPrivate equity Securities / capital marketsInitial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nanceDue diligence Corporate governanceCorporate dispute resolution Insolvency / Bankruptcy Corporate pension plans

Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions Corporate (re-)structuring

Business set-ups, corporate reorganisation and

winding-up Joint ventures, strategic alliances and consortia Divestments including non-core asset

disposals Private equity Securities / capital markets Initial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nance Due diligence Corporate governance Corporate dispute resolution Insolvency / Bankruptcy Corporate

pension plans Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions Corporate (re-)structuring Business set-ups, corporate reorganisation and winding-up Joint ventures, strategic alliances and consortia Divestments including non-core asset disposalsPrivate equity Securities / capital marketsInitial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nance

Corporate Due diligence Corporate dispute resolution Insolvency / Bankruptcy Corporate pension plans Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions Corporate (re-)structuring Business set-ups, corporate reorganisation winding-up Joint ventures,

strategic alliances and consortia Divestments including non-core asset disposals Private equity Securities / capital markets Initial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nance Due diligence Corporate governance Corporate dispute resolution Insolvency / Bankruptcy Corporate pension plans Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions Corporate

(re-)structuring Business set-ups, reorganisation and winding-up Joint ventures, strategic alliances and consortia Divestments including non-core asset disposals Private equity Securities / capital

markets Initial and secondary public o�erings (IPOs and SPOs) Corporate �nance Acquisition �nance Due diligence Corporate governance Corporate dispute resolutionInsolvency / Bankruptcy Corporate pension plans Transactional support for inbound and outbound investments by Russian and international clients Mergers and acquisitions Corporate (re-)structuring Business set-ups, corporate reorganisation and winding-up Joint ventures, strategic alliances and consortia Divestments including non-core asset disposals Private equity Securities / capital marketsInitial and secondary public o�erings (IPOs and SPOs)

Corporate / M&A practice of Goltsblat BLP for several years has been top-ranked / highly recommended by major international legal directories, such as The Legal 500 EMEA, Сhambers & Partners, IFLR 1000, and others.

>20YEARS

Over 20 years, experience of providing transactional support for inbound and outbound investments by Russian and international clients

2014

cross-border client projects delivered in the last 18 months, with 68 requiring us to project manage between 5 and 48 firms

11 offices

> 650

Chambers Europe 2015

2014

Sape Group

Advised shareholders of the Sape Group in a transaction with Millhouse and Invest AG Fund becoming shareholders in Sape.ru, a major player on the Russia and CIS internet search optimisation market. Millhouse and Invest AG consortium acquired about 30% of shares in Sape.ru.

REPRESENTATIVE EXPERIENCE

Navigation Information Systems (operator of the GLONASS project, AFK Systema Group)

Advised on various aspects of founding (together with constituent entities of the Russian Federation and regional partners) open joint-stock companies in 18 constituent entities of the Russian Federation.

Uralkali

Advised OJSC Uralkali on a potential acquisition in the transport and logistics sector.

McAfee/ Intel

Advised in relation to the USD 389 m acquisition of StoneSoft, a Finland-based leading innovator in the next-generation network firewall products.

Sheremetyevo International Airport

Advised and supported OAO Sheremetyevo International Airport during its reorganisation by merging with OAO Terminal — the Terminal D operator. The consolidation of assets through merger was initiated by the government and has a high potential of ensuring the efficient development of the airport and significant advantages over independent development of certain terminals by individual operators. As a result of merger Aeroflot – Russian Airlines, VneshEconomBank and VTB became shareholders in the consolidated Sheremetyevo, with the Russian Federation remaining the majority shareholder with a 83.4% stake in the authorised capital. .

TMT

04 / Corporate/ M&A

TRANSPORT AND INFRASTRUCTURE

Alt Telecom

Advised on sale of the IT/ telecom retail business to the strategic investor – Euroset.

Freight One

Advising in relation to preparation and registration of an initial bond issue of RUB 40 bn.

Tomsk Refining AB

Advised on disposal of 100% of shares in Tomskneftepererabotka LLC and TD Tomskneftepererabotka LLC.

Sakhalinugol

Advised on a sale of interest and setup of joint venture with ICT Group to develop a coal deposit and port infrastructure in Russia’s far East to take advantage of the Japanese market.

SUEK

Advising SUEK (Siberian Coal Energy Company) on a coal mining joint venture.

Corporate/ M&A / 05

RusHydro

Represented RusHydro on a joint venture with JSC Electric power stations (Kyrgyzstan) providing for construction of four hydro power plants in the Kyrgyz Republic.

Advised RusHydro in connection with a strategic alliance and joint venture with Voith.

Advised RusHydro in connection with a strategic alliance and joint venture with Alstom.

LG International

Advised the client on its investment projects in the Russian coal mining industry, including due diligence, structuring advice, bridge financing and security instruments.

ENERGY & NATURAL RESOURCES

Kvaerner

Assisting Kvaerner in the corporation’s business development activities in Russia, including establishment of partnerships with Russian companies working in the Energy sector.

Kopy Goldfields AB

Advised Kopy Goldfields AB (OMX: KOPY) on its joint venture with GV Gold to explore and exploit a gold hard rock deposit in Irkutsk Region “Kransy Project”.

NALCO / An Ecolab company

Provided legal support for negotiating, structuring and executing a joint venture for setting up a NALCO distribution network in Russia.

06 / Corporate/ M&A

FES Group

Advised the Seller on the sale of the majority shareholding in FES Group, a crop protection product distributor, to Arysta LifeScience, a leading global provider of crop protection products.

Sberbank of Russia

Advised in relation to Sportloto joint venture with Russkoye Loto Group. Sportloto LLC is an official operator of state loteries, organized by the Minstry for Finance of the Russian Federation.

Pallada Asset Management

Advising Pallada Asset Management on corporate and capital market transactions.

Raiffeisen Bank International AG (RBI)/ Shearman & Sterling

Advised the underwriters, led by Deutsche Bank, Raiffeisen Centrobank und UBS, on all Russian law related aspects in connection with a capital increase of Raiffeisen Bank International AG (RBI). With gross proceeds of approximately €2.78 billion, the transaction was one of the three largest capital increases in the history of the Vienna Stock Exchange.

BANKS & FINANCIAL INSTITUTIONS

FOOD / AGRICULTURE

Mars

Advised on the USD 23bn acquisition of Wrigley and supported its post-acquisition integration/restructuring.

North Caucasus Development Corporation (VEB subsidiary)

Advised on establishing, in conjunction with OAO Arnest Group, the National Aerosol Cluster on the territory of the national industrial park of Nevinnomyssk, Stavropol Territory, assisting in chemical industry clustering and comprehensive development.

North Caucasus Development Corporation (VEB subsidiary)

Advised on the Innovative Construction Technopark Kazbek development project (in partnership with OOO PKF Kazbek, the biggest construction company in the region), including construction of a modern construction materials production complex in the Chechen Republic.

INDUSTRIAL

Magna International

Advised on planned (joint with Sberbank) acquisition of 55% in Adam Opel GmbH (in relation to the Russian and CIS based business units of Opel and General Motors Corporation). The EURO 500m deal was recognized as the most complex international deal of 2009.

DEVELOPMENT, CONSTRUCTION, PROPERTY MANAGEMENT

INSURANCEAUTOMOTIVE

RETAIL

Hals-Development (VTB group)

Advised on acquisition of the controlling stake in CiTer Invest B.V. for the development of Plot 11 of the Moscow City International Business Center (construction of a multi-level tower and a transportation hub with the total area of 230 000 sq.m.).

AlfaStrakhovanie

Advised on setting up a joint venture and engaging private capital for the Medicine AlfaStrakhovanie project.

Federal Property Management Agency (Rosimuschestvo)

Goltsblat BLP will prepare independent legal opinions for the Federal Property Management Agency (Rosimuschestvo) in relation to up to 6 major investment-significant transactions.

Sberbank of Russia

Advised on acquisition of 25%+1 share in Detskiy Mir - Centre, the largest children’s goods retail store network in Russia (deal value is RUB 3.4 bn).

Tommy Hilfiger

Advised on structuring of presence in Russia, supported launch of a representative office in Russia.

Provided full-scope legal & tax support in acquisition of retail business from a major franchisee. As a result, the brand owner accessed landmark trade centres and key selling locations.

DogusAvenue

Advised an exclusive franchisee of global home furnishings brand Crate & Barrel in launching its retail business in Russia.

New Idea Group

Advised New Idea Group on several JV partnerships, including Modis, the OBI chain store and others.

Corporate/ M&A / 07

Corporate / Mergers & Acquisitions Contacts

Andrey GoltsblatManaging Partner of Goltsblat BLP,Corporate / M&A and Investment Projectsinfo@gblplaw.com T: +7 495 287 44 44

Anton SitnikovPartner, Head of Corporate / M&Aanton.sitnikov@gblplaw.comT: +7 495 287 44 44

Ekaterina DedovaPartner,Corporate / M&Aekaterina.dedova@gblplaw.comT: +7 495 287 44 44

David CollinsPartner, Partner, Head of Corporatedavid.collins@blplaw.comТ: +44 (0)20 3400 2218

Ian IvoryPartner, Corporate / M&Aian.ivory@gblplaw.comT: +7 495 287 44 44

Michael Anderson Partner, Co-head of Corporate Finance michael.anderson@blplaw.comТ: +44 (0)20 3400 4152

Vera GorbachevaHead of Groupvera.gorbacheva@gblplaw.comT: +7 495 287 44 44 (Moscow)

Matvey KaploukhiyPartner,Corporate / M&Amatvey.kaploukhiy@gblplaw.comT: +7 495 287 44 44

Benjamin Lee Partner, Co-head of Corporate Finance benjamin.lee@blplaw.comТ: +44 (0)20 3400 4260

Anastasiya SperanskayaAssociate Directoranastasiya.speranskaya@gblplaw.comT: +7 495 287 44 44

Anton PanchenkovHead of Groupanton.panchenkov@gblplaw.comT: +7 495 287 44 44

Moscow

International team

Richard DaviesCountry Managing Partner, UAErichard.davies@blplaw.comT: +971 (0)2 652 0330

Mohammed KamalPartner, Head of Dubai Office mohammed.kamal@blplaw.comT: +971 (4) 401 9637

Roland Fabian Managing Partner, Germany roland.fabian@blplaw.comT: +49 (0)69 970 861 252

David Anderson Partner, BrusselsDavid.Anderson@blplaw.comT: + 32 2 792 2421

Bob Charlton Partner, Head of Asia and Managing Partner of Hong KongBob.Charlton@blplaw.comТ: +852 3143 8487

Abbott LaboratoriesAker SolutionsAlcoaAlfa Laval PotokAlfa-BankAmgenAstraZenecaAurubis AGBaker HugesBarclays BankBASFBrunswick Rail Leasing20th Century FoxCaterpillar FinancialChelyabinsk Pipe Rolling PlantChina Development BankChryslerCoca-ColaCovidienDanoneDellDeutsche Bank AGEBRDEfesEstee LauderEurocement GroupFerronordic MachinesFleming Family & PartnersFreight OneGE EnergyGeely International CorporationGeneral MotorsGuardianHals DevelopmentImmofinanz AGING BankInter RAOJaguar Land RoverJapan Bank for International Cooperation (JBIC)Johnson & JohnsonKimberly-ClarkKomatsuKronospanKvaernerLafargeLG International Corp.3M RussiaMagna InternationalMail.ruMarsMasterCard Member AssociationMcAfeeMerckMetinvest EurasiaMetro Cash&Carry RussiaMitsubishi ElectricMitsubishi Motors CorporationMotion Picture Association of America (MPAA)NALCO / EcolabNichia CorporationNikeNIS GLONASS ( Navigation Information Systems)Nissan RussiaNokia Siemens NetworksNord Stream AGNorth Caucasus Development CorporationNovatekOriflameOtkritie BankPanasonicPeugeot Citroen RusPhilipsProcter & GambleRaven RussiaRBK MoneyReckitt BenckiserReiffeisenbankRolfRoyal CaninRusHydroRUSNANORussian Platinum GroupSandozSanofi-AventisSberbankScaniaSchlumbergerScott Fetzer CompanyShellSheremetievo International AirportSiburSick AGSkolkovoSouth Stream Transport B.VSUEK (Siberian Coal Energy Company)Sukhoi CompanyTESCO CorporationTEVATommy HilfigerTransnefteproductUBS AGUnicredit BankUnilever RusUnited Grain Company (OZK)United Metallurgical Company (OMK)Universal Pictures RusUralkaliVimpelComVolkswagen GroupVTB CapitalWarner Bros. EntertainmentX5 Retail Group

• Goltsblat BLP is the Russian practice of Berwin Leighton Paisner (BLP), an award-winning international law firm headquartered in London and with offices operating in major commercial and financial centres throughout the world - Moscow, Abu Dhabi, Beijing, Berlin, Brussels, Dubai, Frankfurt, Hong Kong, Paris and Singapore.

• More than 100 Russian, English and US-qualified lawyers permanently based in Moscow, the total number of lawyers in all international offices of BLP being over 800.

• Over 1300 clients, including: major multinational investors operating in Russia, including 37 Fortune 500 clients, Russian and international banks & financial institutions, and Russian corporates - leaders on the national markets.

• Transactional support for inbound and outbound investments by Russian and international clients.

• Highly reputable local team well-known on the market for its excellent local experience of total legal advice for major Russian businesses and international investors gained over 20 years - from complex/multi-jurisdictional projects to day-to-day operational legal support.

• Goltsblat BLP is consistently ranked highly / recommended by The Legal 500, Chambers & Partners, IFLR1000, Best Lawyers and Vedomosti.

• Globally, the firm’s broad-based expertise reaches across more than 50 legal disciplines and 20 industry sectors.

• In Moscow, the firm’s key practice areas are:

• Corporate/ M&A

• Banking & Finance

• Real Estate & Construction

• Dispute Resolution

• Tax & Customs

• Commercial

• Compliance

• Competition & Antitrust

• Employment, Pensions & Benefits

• IP

• Goltsblat BLP is the winner of: Russia Law Firm of the Year – Chambers Europe Awards 2015; International Law Firm of the Year (Europe) – The Lawyer European Awards 2014; Client Service Law Firm of the Year – Chambers Europe Awards for Excellence 2014; International Office of the Year – The Legal Business Awards 2010 (Legal 500); Best Client Service – Chambers Europe Awards for Excellence 2010; Best Law Firm in Russia – ILO Client Choice Awards 2010.

• Goltsblat BLP is shortlisted for: International Law Firm of the Year – The Lawyer European Awards 2015 and Legal Business Awards 2015 (Legal 500); Innovation in International Expansion 2011 – Financial Times Innovative Lawyer Awards 2011.

• According to ranking by Vedomosti based on Best Lawyers 2014-2015 research, Goltsblat BLP is 4th in the top-10 leading international law firms in Russia.

• According to national ranking by Kommersant.ru Goltsblat BLP was named the 3d largest law firm in Russia in 2015.

• BLP is the winner of, in total, 5 Law Firm of the Year awards and over 30 industry awards in the last few years, including The Most Innovative Client Service Award (Managing Partner Forum (MPF) Awards for Management Excellence 2015), UK Law Firm of the Year 2010 awards by both The Lawyer and Legal Week, Managing Partner of the Year, Real Estate Law Firm of the Year, Best Tax Team in a Law Firm, Planning Team of the Year, PFI/Projects Team of the Year, and Finance Team of the Year and others.

* All names are disclosed with the clients’ permission

Key facts about Goltsblat BLP:GBLP representative client list*

Excellent industry knowledge and business acumen. Great local and international knowledge.

Chambers Europe 2015

The Russian practice of Berwin Leighton Paisner (BLP)

European Awards2014

International Law Firm of the Year

Winner

MOSCOW

Capital City Complex Moscow City Business Centre 8, Presnenskaya Nab., Bldg.1 Moscow 123100, Russia Tel.: +7 495 287 44 44 Fax: +7 495 287 44 45 Email: info@gblplaw.com

www.gblplaw.com

LONDON

Adelaide House London Bridge, London EC4R 9HA United Kingdom Tel.: +44 (0) 20 7760 1000 Fax: +44 (0) 20 7760 1111 Email: info@blplaw.com

www.blplaw.com