ROSINTER RESTAURANTS HOLDING

Moscow, 7 October 2010

ROSINTER RESTAURANTS HOLDINGCompany Presentation

VTB Capital

Investment Forum RUSSIA CALLING

2

Disclaimer

This presentation contains "forward-looking statements" which include all statements other than statements of historical fact.

Such forward-looking statements can often be identified by words such as "plans", "expects", "intends", "estimates", "will",

"may", "continue", "should" and similar expressions. Such forward-looking statements involve known and unknown risks,

uncertainties and other important factors beyond the Company's and/or its Management control that could cause the actual

results, performance or achievements of the Company to be materially different from future results, performance or

achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on

numerous assumptions regarding the Company's present and future business strategies and the environment in which the

Company will operate in the future. By their nature, forward-looking statements involve risks and uncertainties because they

relate to events and depend on circumstances that may or may not occur in the future. These forward-looking statements

speak only as at the date as of which they are made, and the Company and/or its Management does not intend and has no

duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained herein to reflect

any change in the Company's and/or its Management expectations with regard thereto or any change in events, conditions or

circumstances on which any such statements are based. The information and opinions contained in this presentation are

provided as at the date of this presentation and are subject to change by the Company's own discretion without notice of any

kind and form.

3

Agenda

1. Rosinter in brief

2. Russian restaurant market

3. Strategic focus and 1H 2010 highlights

IL Patio 40%

Planet Sushi 37%

TGIF 9%

SibirskayaCorona

4%

1-2-3 Café 2%

Others 8%

Rosinter today

Leading Casual Dining operator and franchisor in Russia, CIS and

the Baltic states with presence in 40 cities and 9 countries1

15 million guests (approx. 40,000 per day) in 2009 in our

corporate restaurants

359 restaurants1 (255 corporate and 104 franchised) + 26 Costa

Coffee outlets

Two proprietary brands IL Patio and Planet Sushi are segment

leaders and among the most recognized brands in Russia

Exclusive development rights for T.G.I. Friday’s in 19 countries,

including Russia and CIS

Restaurant count growth

Casual Dining chains in Russia²

Franchised

Corporate

Locations by brand¹

4

52 74101

129 140169

263 255 255

34

63

74 95 104

5479

114

147

174

232

337350 359

18

13

52

2002 2003 2004 2005 2006 2007 2008 2009 Aug

2010

2002-2009 CAGR

Corporate: 26%

Franchise: 74%

[1] As of 31 August 2010[2] End of year 2009

5

We offer the most popular cuisines with unmatched coverage

[1] As of 31 August 2010 and not including Costa Coffee outlets

Wide geographical presence with well recognized brands:

IL Patio 4.9x next competitor in size and 7.6x in cities covered

Planet Sushi 1.5x next competitor in size and 1.6x in cities covered

T.G.I. Friday’s 2.1x next competitor in size and 2.0x in cities covered

Robust franchise operations for IL Patio and Planet Sushi:

12 cities in addition to Moscow and Saint Petersburg

28 franchise partners, 14 in Moscow with 75 stores and 14 with 29

stores in our other markets

Growing presence in airports and transportation areas:

Pulkovo airport in Saint Petersburg

Sheremetievo airport new terminal D and terminal H

Domodedovo airport

Riga airport

Kursky Railway Station

Locations by region1

Moscow 50%

Russian Regions

32%

CIS 11%

Europe 7%

6

Board of Directors

Founder and Chairman of the Board

Rostislav Ordovsky-Tanaevsky Blanco

Pedro M.

Burelli

Vice

Chairman of

the Board

Non Executive

Marcus

Rhodes

Chairman of

Audit Committee

Non Executive

David

Fitzjohn

Chairman of

Compensation

Committee,

Member of Audit

Committee

Non Executive

Vitaly

Podolsky

Member of

Compensation

Committee,

Member of Audit

Committee

Non Executive

The first Russian businessman to be awarded Person of the

Year award

Won the semi-final of the Ernst & Young Entrepreneur of the

Year® contest in 2006

Rostislav was named Best Operator by Carlson Restaurants

Worldwide Inc. for the development of T.G.I. Friday's chain

Vladimir

Mekhrishvili

Member of Audit

Committee

Non Executive

Richard

Snead

Member of

Compensation

Committee

Non Executive

Strong corporate governance

Maurice

Worsfold

Advisor

Non Executive

http://www.fridays.com/

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Agenda




Market with a substantial growth potential

Per Capita Annual Spending on Dining (USD), 2009

• 20 years ago:

A visit to a restaurant was their dream!

• Today:

They come to restaurants to have breakfast, lunch,

dinner!

• Tomorrow:

It will be a part of their life!

Russian Casual Dining Chains by Cuisine, 2009

Source: Business Analytica, Euromonitor8

26,6 34,8 60,0 53,1

141,7 165,2221,6

158,4

103,5138,8

178,1

151,2

2006 2007 2008 2009

Other Segments, Bln. RURCasual Dining Independent, Bln. RURCasual Dining Chain, Bln. RUR

21,3 34,1 32,5

52,2 58,565,6 54,6

42,754,6

64,058,9

17,0

2006 2007 2008 2009

Other Segment, bln. RURCasual Dining Independent, bln. RURCasual Dining Chain, bln. RUR

9

We operate in a sizable and growing segment – CD Chains…

+20,0%+21,9% -10,8%

+24,7%

+35,6% -21,1%

14,6%13,0%10,3%9,8%

43,7%48,2%48,8%52,1%

58,3%61,3%59,0%61,9%

2006 2007 2008 2009

Share CD Chains, % Share CD Independent, % Share Total, %

• After 2 years of high growth, in 2009 the restaurant market volume declined 10.8% in Moscow and 21.1% in Russia

indicating significant rebound potential

• Casual dining segment has represented approximately a stable 60% of the market since 2006

• Casual-dining chains market share has been steadily growing in 2006-2009 at the expense of non-chain players

61,9% 59,4% 60,9% 59,6%

22,2%20,8%15,8%15,2%

37,4%40,1%43,5%46,7%

2006 2007 2008 2009

Share CD Chains, % Share CD Independent, % Share Total CD, %

Market Evolution - Russia

Market Evolution - Moscow

0

20

40

60

80

100

120

140

160

2009

Other Chains CD Chains Rosinter CD Brands

… and even in 2009 we managed to increase our market share

10

0

200

400

600

800

1000

1200

1400

1600

1800

2000

2009


19,0%

673

1057

0

500

1000

1500

2000

2500

3000

3500

4000

4500

5000

2009


3200

1509

16,5%

74,4

53,1

19,5%

0

10

20

30

40

50

60

70

80

2009


22,5%

32,5

36,3

Russia Chains (Outlets)

Russia Chains (RUB bln)

Moscow Chains (Outlets )

Moscow Chains (RUB bln)

Growth of

market share

+0,7%

2009/2008

Growth of

market share

+2,4%

2009/2008

Growth of

market share

+0,7%

2009/2008

Growth of

market share

+1,0%

2009/2008

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Agenda




12

Our strategic focus: profitable growth

Increasing Franchise Component

Prioritize areas for Corporate development:

Selective corporate development in

2010 and building strong pipeline for

future expansion

Increased development pace in 2011+

Development

Consolidation of leadership in F&B operations in

transportation areas:

New Sheremetyevo airport Terminals D

Pulkovo Airport (Saint Petersburg)

TGIF in Sheremetyevo-2 Airport (Moscow)

TGIF in Riga Airport

Costa Coffee in Domodedovo Airport (Moscow)

• Russian cuisine as a future growth area

New business areas

Focus on strengthening our key brands: IL Patio, Planet Sushi and T.G.I. Friday’s

Focus on building revenue and traffic

Operational efficiency

Legal restructuring

Liquidity and capital structure

Team motivation

Current Business – Core focus areas

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In 1H 2010 we have been delivering on our strategic goals

● Operational and financial performance keeps positive trend

● Back to selective corporate development with franchise development

delivering on targets

● New equity of US$ 44.9 mln raised through SPO

● Debt and debt cost reduced

● Major steps of organizational and legal restructuring already completed

● Compensation plan with stock-based incentive plan launched

Positive same store sales dynamics

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Gross sales dynamics SSSG, %

Number of transactions dynamics SSSG, %

Same store sales increased by 6.1% in 2010 YTD on

the back of ongoing economic recovery

Traffic is the key driver of same store sales growth with

6.8% increase in 2010 YTD

Average transaction remains nearly flat as the company

did not make major revisions to it’s prices since mid-

2008

Despite the healthy growth in 2010 there is still

significant room for growth in comparison with 2008 pre-

crisis year

Network expansion and strong development pipeline

As a part of profitable growth strategy the

Company has successfully started corporate

development program following the completion of

SPO

In 2010 we have opened 21 restaurant (8

corporate and 13 franchised) YTD in high-priority

markets

We have 8 closings of non-performing corporate

restaurants so far, including 2 non-core brands in

Moscow, 3 restaurants in regions and 3 outlets in

Europe

As of today we have 12 corporate and 20

franchised restaurants under construction with a

target openings this year and early next year.

We commit to a strict focus on 3 core brands (IL

Patio, Planet Sushi and TGIF) in our portfolio

Restaurant Network Expansion

31.12.09 Openings Closings 31.08.10

Corporate 255 8 8 255

Franchised 95 13 4 104

Total 350 21 12 359

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1H 2010 Performance summary

Net Revenue, Rub mln EBITDA, Rub mln

Net Profit, Rub mln Operating Cash Flow, Rub mln

3 773

88

4 012

4 439

122

4 692

Revenue of Restaurants and Canteens

Revenue from Franchise Consolidated Revenue

1H 2009 1H 2010

+17.7%+16.9%

+38.9%

216

453

295

-27

Operating CF before change in working capital Net Cash from Operations

1H 2009 1H 2010

36.7%

358 8.9%

491

10.5%

EBITDA EBITDA margin

1H 2009 1H 2010

+37.2%

-101

-2.5%

111

2.4%

Net Profit Net Profit margin

1H 2009 1H 2010

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1H 2010 Income Statement

(RUB thousand) 1H 2010 1H 2009

Revenue 4 691 904 100,0% 4 011 944 100,0%

Cost of sales (3 568 300) -76,1% (3 070 874) -76,5%

Gross profit 1 123 604 23,9% 941 070 23,5%

SG&A (741 251) -15,8% (678 655) -16,9%

Start-up expenses for new restaurants (24 628) -0,5% (21 038) -0,5%

Other operating expenses, net (69 171) -1,5% (71 845) -1,8%

Profit from operating activities before impairment 288 554 6,2% 169 532 4,2%

Reversal/(Losses) from impairment of operating assets 4 363 0,1% (16 840) -0,4%

Profit from operating activities after impairment 292 917 6,2% 152 692 3,8%

Financial expenses, net (105 472) -2,2% (135 063) -3,4%

Foreign exchange losses, net (9 296) -0,2% (32 025) -0,8%

Share of joint venture's and associates' losses (21 275) -0,5% (11 388) -0,3%

Profit/(Loss) before income tax 156 874 3,3% (25 784) -0,6%

Income tax expenses (45 749) -1,0% (75 144) -1,9%

Net profit/(loss) for the year 111 125 2,4% (100 928) -2,5%

EBITDA 490 851 10,5% 357 797 8,9%

Consolidated revenue increased

by 16.9% following positive

dynamics in SSSG and growing

contribution of restaurants opened

since 2H 2008

Moderate increase in Gross profit

margin was driven by savings in

rent expenses partially invested in

food and beverage cost

SG&A expenses decreased by

1.1% as percentage of revenue

driven by savings in payroll and

rent expenses, partially offset by

higher marketing expenses

Decrease in debt level and interest

rates resulted in reduction of

financial expenses by 1.2% as

percentage of revenue

More stable US$/RUB rate led to

decrease in foreign exchange

losses by 0.6% of revenue

In first half 2010 the effective tax

rate reached 29.2% to which

contributed positively our ongoing

legal restructuring

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1H 2010 EBITDA margin walk-forward

0,9%

1,6%

0,5%

0,3%

0,6%

0,1%

0,3%

0,7%

8,9%

10,5%

7,0%

7,5%

8,0%

8,5%

9,0%

9,5%

10,0%

10,5%

11,0%

1H 2009A F&B Payroll Rent Other COS HQ Marketing Impairment Other OpEx 1H 2010A

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1H 2010 Cash Flows

Operating cash flow before changes in

working capital increased by 36.7% in

1H 2010 as compared to 1H 2009

Reduction of accounts payable allowed

to rebalance working capital in 1H 2010

Net cash used in investing activities

increased 21.7% driven mainly by the

number of openings in each period and

an investment in acquiring shares in

subsidiaries in amount of RUB 33.1 mln

in 1H 2010

As at June 30 2010, we had received

RUB 776.1 mln as partial proceeds from

SPO for the shares already subscribed

and fully paid

In 1H 2010 we used RUB 125.3 mln for

purchase of treasury shares as part of

Share Appreciation Rights Program

(SARP) for key employees

(RUB thousand) 1H 2010 1H 2009

Operating Activities (27 275) 452 927

Operating cash flow before movements in working capital 294 780 215 604

Changes in working capital (322 055) 237 323

Investing Activities (136 975) (112 536)

Net cash used in investing activities (136 975) (112 536)

Financing Activities 262 782 (346 892)

Net cash from/(used in) financing activities 264 430 (343 250)

Effect of exchange rate on cash and cash equivalents (1 648) (3 642)

Net increase/(decrease) in cash and cash equivalents 98 532 (6 501)

Cash and cash equivalents, bop 113 243 174 334

Cash and cash equivalents, eop 211 775 167 833

53.1% 55.2%45.9%

46.9%

44.8%

54.1%

31 December 2009 30 June 2010 31 August 2010

Long-term debt Short-term debt

US$ 72.7MRUB 2,200M

US$ 59.5MRUB 1,855M

US$ 46.2MRUB 1,417M

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Debt evolution

[1] Management accounts as of August 31, 2010

Debt Portfolio Reduction1

Average Interest Rates

In 1H 2010 Gross debt decreased by 15.7% to

RUB 1,855 mln, leading to a Net debt/EBITDA

of 1.89x as at 30 June 2010 in comparison with

2.97x as at 31 December 2009

In order to secure access to long-term financing

our Company has registered on MICEX a bond

issue for a nominal amount of 1,500 million

rubles

We have committed to a long-term corporate

credit rating regular process, which led recently

to a “B-“ rating initiation by Standard&Poor’s

with stable outlook

-15.7%

-23.6%

16,5%

10,4% 10,2%

31 December 2009 30 June 2010 31 August 2010

Please contact us for further queries

Investor Relations Team

Ilya Nemirovskiy

Head of Investor Relations

Alexey Teslo-Danilov

Investor Relations

E-mail: [email protected]

Tel.: + 7 495 788 44 88

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ROSINTER RESTAURANTS HOLDING