Moscow 2012 © Barabashev & Partners

Russia & CIS legal practice

B a r a b a s h e v & P a r t n e r s L a w f i r m

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1. Graduates of the best higher education institutions 2. Understanding of the Russian market 3. Close cooperation with a wide network of foreign law firms 4. Great experience in antitrust regulation, litigation, Russian & foreign courts enforcement, corporate disputes, transactions support, drafting afreements, legal support of companies entering the Russian market.

Team

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About

Dear Friends, We would like to thank you for your interest in the Law Firm Barabashev & Partners (B&P). B&P is a Russian law firm with an office in Moscow and a wide network of partner law firms in Russia & CIS. It was organized in 1999 by former lawyers of a Moscow office of Arnold & Porter. Today, B&P is comprised of highly experienced lawyers qualified to practice law in Russia, USA and other countries with our of-counsel partners. B&P’s vision is clear - to address the array of legal challenges companies may encounter in Russia and CIS as well as in the United States and Europe in achieving their business goals. Our lawyers are highly experienced in cross-boarder M&A, securities and financing transactions, as well as corporate counseling in general. B&P’s professionals handle a broad range of complex matters in courts of Russia, as well as before agencies, administrative bodies and arbitration tribunal of Chamber of Commerce & Industry of the Russian Federation. We realize that our domestic legal relationships are specific and hard to predict. Most of the issues that arise require good relationship with government institutions to solve them. That is why we create favorable relationships with governmental authorities that allow us to find compromise solutions. Our extensive experience of dealing with parties from different jurisdictions allows us to maintain understanding between the parties to a deal operating in different legal and cultural areas.

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Achievements & Recommendations

Throughout its history B&P has been providing services to hundreds of companies and continues to develop its main practices. We follow the changes in Russian economy and consider them in our work as well as in better understanding of the Russian and foreign business requirements. 2008 • Legal support of the exhibition devoted to Marlene Dietrich’s life and art in Moscow. It was successfully held in “Tsaritsino” museum • B&P lawyers drafted the contract for the general coach Barry Smith of Russian Hockey Team KHL “SKA St.Petersburg” (СКА Санкт-Петербург) 2009 • B&P becomes the Moscow chapter of New York State Bar Association (NYSBA) Co-chairmen of the department: Managing partner of Barabashev & Partners Maxim Barashev and partner of international law firm K&L Gates William Reichert B&P is in the list of reliable Russian firms of the US Trade Department in Russia. B&P is accredited to Sberbank of Russian Federation as legal advisor and collector. B&P is a co-consultant in the case of Federal Custom Service of Russian Federation against Bank of New York to the amount of $ 22.5 billion. 2010 B&P closed a Russian part of international transaction on acquisition of TOMKINS group. The total value of the transaction is $6 billion. 2011 • Together with colleagues from USA B&P has represented Oleg Nikolaenko (Wisconsin). He was accused of creating a network that generated up to a third part of all spam in the Internet. 2012 • B&P starts legal trainings at Slolkovo MBA for its students

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We are recommended by authoritative international law firms guide LEGAL500. Barabashev & Partners in the list of Top-100 of the best Russian law firms. Version of PRAVO.RU Print media Euromoney Institutional Investor PLC (the MICEX) has recommended Barabashev & Partners in “Financial markets” category. The firm and its lawyers are active members of: American Chamber of Commerce in Russia (AmCham) American Bar Association (ABA) New-York State Bar Association (NYSBA) Association of Lawyers of Russia B&P is the Moscow chapter of NYSBA (International Section)

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Our services:

- Commercial Court Litigation - International commercial arbitration - Corporate. M&A - Banks and capital markets - Insolvency & Restructuring - Intellectual property - Antitrust law - Legal support of foreign companies - Divorce with Russian spouse

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Our clients

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We have been working with law firms:

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Areas of practices

B&P lawyers with a big practice record of litigation develop unique methods of various types of litigations. These methods help reaching our goal – to minimize our client’s expenses and to resolve conflicts as soon as possible. Russian & CIS Litigation is one of our main areas of activity. It includes the followed areas: • Corporate conflicts • Real estate and construction • Air services • Antitrust & Competition • Commercial Contracts • Intellectual property • Tax • Custom • Labour • Protection of business reputation • Recovery of damages Our wide network of partner regional law firms allows us to protect our clients in courts not only in Russia, but also in CIS countries. We realize the difficulties that our clients face interacting with foreign companies with certain features and national traditions. That is why in most cases our firm remains the party responsible for maintaining the obligation abroad. It means that we do not “pass” the client to the foreign firm, in the opposite, we remain being the party of the agreement and provide clients with every essential information on resolving their issues, hold multisided meetings together with the clients and our partner lawyers abroad.

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Litigation

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Our successful experience in resolving disputes

- Судебные споры. Арбитраж - Международный коммерческий арбитраж - Корпоративная практика. M&A - Банки и рынки капитала - Банкротство и реструктуризация - Интеллектуальная собственность (IP) - Антимонопольное регулирование - Юридическая поддержка иностранных представительств и филиалов в России - Бракоразводный процесс для иностранных и российских граждан

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Turkish company INKA has been successfully represented in the antitrust committee and in court in the matter of illegal usage of the trademark.

We have successfully represented Stryker Corporation in the Russian Commercial Court in the matter of goods supply

Dispute resolution with the company working on the basis of the franchise agreement with Sbarro regarding recognition of the performed work and making payment.

Court Dispute with Naryanmarneftegaz in Russian Commercial Court of Arkhangelsk region. The dispute was resolved with a settlement agreement.

Dispute resolution. Bank of New York vs Federal Custom Service of Russian federation. Total amount of claim $ 22.5 billion. conjointly with Cl i f ford Chance.

Motorola company has been successfully represented in the matter of counterfeit import.

Rostselmash. Commercial Court of Italy, Bergamo.

Dispute resolution of CSOB bank vs Volgotanker.

Orelrastmaslo plant. A Corporate dispute resolution.

Successful dispute resolution of the tour-operator company Travel Company with Krasnoyarsk Airlines.

B&P was an Expert in Russian law in the Stockholm Chamber of Commerce in the matter of construct ion of 5-star hotel in Russia. Our lawyers explained several regulatory legal acts in the area of real estate

Dispute resolution of a major developer in the International Commercial Arbitration Court of the Chamber of Commerce and Industry of Russian Federation

B&P lawyers participated as experts in Russian law in Hungarian commercial court.

Our experience in resolving disputes in commercial arbitration

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International arbitration

Our lawyers resolve complicated commercial issues with international aspects. Our experience allows us to represent our clients at: • The Arbitration Institute of the Stockholm Chamber of Commerce • London Court of International Arbitration (LCIA) • International Court of Arbitration (ICC) • International Centre for Dispute Resolution® (ICDR) under the American Arbitration Association • International Commercial Arbitration Court under the Chamber of Commerce and Industry of Russian Federation • Vienna International Arbitration Centre We have participated as experts at Hungarian Commercial court, Stockholm Chamber of Commerce. We suggest various ways of resolving disputes to suit the needs of our Clients. Our lawyers are members of the American Bar Association (ABA) and the New-York State Bar Association (NYSBA).

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Corporate practice. M&A

Our corporate practice team`s main target is a resolution of our client’s complicated problems. Our legal work helps to reduce legal risks of company’s activity, optimize taxation, increase capitalization of group of companies. We provide the following services in the area of corporate relations: • Holdings structuring • M&A transactions • Formation, reorganization and liquidation of legal entities of various business forms • Formation, reorganization and liquidation of Rep. offices and branches of foreign companies and companies with foreign investment in Russia • Business support of Russian and foreign new companies • State authorities approvals • Legal advising on antitrust law • Due diligence of contracts, contractors, businesses and separate transactions • Joint ventures creation and activity support • Resolving corporate disputes • Commercial transactions support • Drafting a tender documentation • Drafting, conclusion & termination of contracts We also resolve complicated off-standard issues, particularly connected with corporate conflicts: corporate raids and greenmail protection, protection of shareholders’ rights; recovery of corporate documentation (register, minutes of meetings of shareholders, other documents) and other serious matters that any company may face.

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B&P corporate experience

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Stryker Rep. office formation. Corporate legal support

C OLOM ER GR OU P Drafting and registration of associated and affiliated companies (JSC, LLC) Drafting the constituent documents, sale and purchase agreements. Drafting the pledge of shares, the option agreement

A i rg as Registration of associated companies, drafting of constituent documents, shareholder agreements, change of shareholders, etc. Conjointly with Harkins Cunningham LLP

C OR NING Drafting distribution agreements, registration and full corporate support of associated structure

Spec t a Corporate issues of reorganization. Drafting the agreement of acquisition, tax compliance advising

Gates C IS Supply agreements, Rep.office registration. Corporate legal support, drafting and registration lease agreements

Orel rastmaslo plant Legal support of the additional issue of shares. Resolution of corporate conflicts.

M SU Sc ienc e P ark Drafting the lease agreement. Advising on the issues of corporate law.

Golfstream Drafting the option agreement between the company and its management

Tomk ins Deregistration of Rep.office. Russian part acquisition closing. Advising on corporate documentation compliance.

Kraf t foods Representing the client at the annual general shareholders meeting, advising on tax, legal matters

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Banking

B&P lawyers provide the following services: Corporate law: • Registration of share purchase and sale agreements: advising on jurisdiction and Optimal realization structure considering tax risks • “Mandative” buyout of shares in accordance with the legislation • Reorganization: merges, acquisitions, separations, divisions • Legal advising on borrowed or advanced external financing • Factoring transactions support • Loan purchase and sale • Legal and tax support on external financing • Drafting documents for transactions: contracts, constituent documents, offering circular, etc. • Structurization of loan refinancing (securitization) involving Russian or foreign emitter. Taxation in financial sector: • Analysis of bank’s financial activity for compliance with tax law, analysis of possibility of applying preferential tax treatment • Uncovering mistakes, inaccuracies and risks in reports, during structuring of transactions, etc. • Adjustment of documents in accordance with the tax law • Analyzing and giving legal opinions concerning rightfulness of tax charges • Tax planning B&P lawyers represent banks in courts on the following issues: • Contestation of rulings and dispositions of tax authorities • Debt collection, execution proceedings • Refund (offsetting) of overpaid (over-recovered) taxes • Withdrawing an attachment from operating accounts • Collection of pledged property through bankruptcy proceedings • Protection of shareholders from criminal prosecution Legal opinion on Russian law and other countries by client’s request. Legal support of SPVs operating as mortgage agents. • Creation of mortgage agent • Assistance in selection of the managing company and the accounting company • Legal support of ownership of mortgage agents by foreign funds. • Legal support of bond issue • Interaction with FFMS

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Syndicated lending • Drafting of documentation applying our experience in successfully realized similar transactions • Due diligence of the parties of the transaction • Negotiation and legal support of the transaction Securities • Issue registration • Support and registration of shares purchase and sale transactions • Bond issue • Advising on the matters of bill exchange

B&P projects in the area of banking and capital markets.

Probusinessbank Drafting the legal opinion on the matters of creation of holding structure with appliance of preferential tax jurisdiction.

EB R D Legal opinion on a credit contracts.

A bsolutebank Legal opinion. Analysis of corporate and tax risks within the process of redemption of debts. Legal regulation of execution of pledged assets.

Lokobank Legal opinions for the Central Bank of Russia concerning international credit agreements.

Sberbank Legal advisor. Legal opinions for a credit transactions.

NB D-bank Drafting a number of legal opinions concerning credit contracts and promissory notes.

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Antitrust & Competition practice

Owing to wide globalization in various sectors of world economy antitrust activity of companies and countries has risen significantly. Relying on professional experience and knowledge of national legislation B&P lawyers provide the following services to companies in the area of antitrust law: • legal advices regarding competition and antitrust activity • analysis and drafting the documents (applications, notifications, appeals) for submission to Federal Antimonopoly Service and its territorial bodies: - for the purposes of agreeing the conditions of the transaction; - in case of violations on commodity markets, financial markets; - in case of disputes between subjects of natural monopolies. • drafting documents for submission of necessary information to competent authorities of FAS • disputing the decisions and orders of FAS in courts regarding: - illegitimate accrual of penalty provisions; - rejection of transactions; - restriction of legal actions; - compelling to legal actions. • disputing the tender’s results • assistance in resolving other issues occurring in this sphere

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Foreign Investments in Russia

When entering the Russian market it is necessary to keep cautious and prudent. It is very important to have a direct plan and to be prepared to face various difficulties that might occur on the way to creating and emerging a new business. A great number of aspects should be considered, including legal, tax, accounting, labor and administrative. That is why we strongly recommend getting all necessary information in advance. Barabashev & Partners legal services for companies planning to enter the Russian market: • Accreditation of representative offices and branches of foreign companies in Russia • Registration of legal entities (LLC. JSC, Non profit organization) • Litigation support in Russia and CIS • Optimization of corporate structures • Corporate and M&A • Liquidation / deregistration of companies, representative offices and branches • Draw up and registration of lease contracts • Accreditation of foreign employees, visa support • Legal Due Diligence of contracts and contract holders • Government relations: approvals and endorsements • Legal outstaffing / outsourcing

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Intellectual property

P a t e n t s & T r a d e m a r k s When launching a new business it is essential to search through already registered patents and trademarks. There is a possibility that trademark you are using has already been registered by someone else. It also possible that your product is not subject to legal protection at all. We recommend that you highly estimate your intellectual rights – they become very valuable when being offended. Lawyers of B&P are highly experienced in successful registration of trademarks in Russia and abroad. B&P services in the patenting area: • Search through the registered documents and documents applied for registration of trademarks • Trademarks registration • International registration of trademarks • Patenting industrial designs, utility models, inventions • Soft registration • Advising on trade secret (Know-How) • Dispute resolution at the Chamber of Patent Disputes and courts • Drafting and registration of license agreements, alienation agreements (agreement of transaction of right) • Registration of items of intellectual property with custom register

Copyright law

Copyright and related rights are the part of the intellectual property complex that relates to each person. Every one of us has at some time been an author (in any manner): some wrote poetry, some composed music, some made photographs and rarely thought that their creative initiative resulted in new items of intellectual property, and legal protection of such items is connected with many legal nuances. Qualified lawyers of Barabashev & Partners will provide legal advice on IP-related questions of any level of complexity, act as the client’s attorneys in negotiations with any person interested in use of the client’s intellectual property item, draft any required license agreement and/or agreement on the alienation of the right, protect the client’s exclusive property rights in extrajudicial proceedings and/or in court.

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Barabashev & Partners copyright services:

Drafting documents. Preparation, agreement of the terms and expertise of license agreements, commissioning contracts, agreements on alienation of the exclusive right in the field of copyright and related rights with Russian and foreign holders of rights. Advice and opinions. Preparation of written legal opinions on proposed transactions of any level of complexity (including the so-called “odd transactions”) as well as on already concluded transactions. Legal support. Legal support of all stages of a transaction (negotiations with Russian and foreign partners, preparation and agreement of the terms of projects of any transaction, turnkey finalization of transactions). Representation and protect ion. Claims work (preparation of claims, amicable agreements, complaints, statements of defense, explanations, motions, applications, requests, letters etc.). Representation and protection of the concerned holder of rights in arbitration courts, general jurisdiction courts of the Russian Federation and international arbitration tribunals. Due diligence. Conduct of the procedure of formation of a fair presentation, comprehensive analysis and an independent assessment (due diligence) in respect of the authority or any person to use an item(s) of intellectual property protected under the laws of the Russian Federation. A comprehensive analysis and systematization of any detected infringements of a right (supported with separate interim opinions and sources of information), preparation of written recommendations as to further actions of the lawful holder of rights in case of unlawful use of the result of intellectual activity owned by them. Sports law. Legal support of transactions involving professional sports structures on the Russian and foreign market (football, hockey, basketball, individual sports). Advertisement. Legal services in the field of advertising activities, use of items of copyright and related rights in advertisements and show business; legal protection of creative projects. Legal support in show business. Legal arrangement and support of activities of producers and authors/artists/performers, including those of musical bands (legal advice regarding the producer/performer relationship and other legal services). Interaction with state authorities of the Russian Federation. Interaction with notarial agencies, customs authorities, authorities of the Ministry of the Interior of Russia and the Prosecutor General’s Office of Russia regarding identification of infringing articles or unlawful use of intellectual property. Registration of intellectual property items in the Customs Register of the Federal Customs Service of the Russian Federation. Internet law. Legal support of Internet projects (Internet law).

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Registration of items of copyright and related rights. Registration and deposit of items of copyright and related rights in collective rights management organizations (Russian Authors’ Society, WIPO, Russian Union of Right-holders). Representation of clients and extensive interaction with said organizations. Legal protection of non-property rights of the holder.

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Real estate & Construction

B&P has a long-term experience of carrying out transactions in the area of immovable property relations. Our lawyers can assist you in evaluating your property, purchase and sale of land, residential buildings, apartments and non-residential facilities. Our lawyers will help you to deposit a real property as a charter capital, register pledge and provide other services in this area. B&P Services: • due diligence • reclassification of land property • tax structurization of real estate transactions • drafting investment contracts and construction contracts • securitization of mortgage bonds • dispute resolution • legal support of object construction • compliance with Russian authorities • enforced collection on real estate via execution proceedings and bankruptcy proceedings • privatization of real estate • legal support of developers’ projects • legal support of investments in developers’ projects, drafting investment contracts and agreements of participation in shared constructions • court defense of shareholders’ rights

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Divorce in Russia (Divorce with a Russian spouse)

It’s been 11 years since we started helping foreign citizens to resolve its matrimonial issues. Our lawyers not only are experts in family law, they also speak fluent English, and therefore you won’t be feeling any misunderstanding or discomfort while speaking to them. Whether it is a matter of prejudicial negotiations, discussing and preparing property sharing agreements, divorce procedures, child custody, partition of property or alimentary obligations, we are sure that we can help you as throughout many years we conduct even the most difficult international divorces both in the territory of Russia and the CIS countries. In many cases we can represent interests of the foreign citizen in divorce proceedings without his or her appearance in court and even without his or hers presence in the territory of Russian Federation. It is no secret that in modern world relationships between people go far over the state borders. International marriages are, of course, among these relationships. Unfortunately, marriages are sometimes followed by divorces, but unlike “usual” divorces, when both spouses are citizens of one state, international divorces are much more complex. A divorce is considered international if spouses are citizens of two different states, are citizens of one state, but living on a territory of a foreign state, or have no citizenship at all. In this case spouses willing to divorce practically face a number of difficulties. First of all, it is necessary for them to learn in which state they should register their divorce, and if they choose (and are allowed by law) to divorce in Russia, would such divorce be accepted by the other state’s legislation? According to the legislation of the majority of countries an international divorce affected on the territory of the foreign state under the legislation of the foreign state involving the citizen of the considered state shall be declared valid. Nevertheless, it is never superfluous to consult with a lawyer who specializes on the legislation of the country of your citizenship to make sure that such international divorce affected in Russia would be considered as valid in your country. There is always exception from a rule. Thus, there is certain specifics in US law. It demands that in case the spouses have been constantly living in a foreign state a divorce should be carried out in accordance with the legislation of such state, no matter whether both spouses are citizens of US or one of them is a citizen of a different state or has no citizenship at all. More than that, in some countries there are requirements that affect the procedure of divorce itself. In some cases it is necessary that several years pass from the date of conclusion of marriage to the date of its dissolution. The whole proceedings often require much time and expenses. In the UK, for example, before a court allows a divorce, spouses must get a court

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judgement that the spouses officially reside separately. From this, and not only, point of view getting a divorce in Russia may have certain advantages. To begin with, there are several conditions under which it is possible to divorce in Russia. According to the first, the divorce is possible if at least one of the spouses is living or has lived permanently in Russian Federation. Second, if at least one of them (it can be the defendant as well as the initiator of the divorce) is staying in Russia at the moment of initiation of the procedure. Third, if at least one of the spouses is a citizen of Russian Federation. Comparing to the similar procedure in the UK divorcement in Russia is simpler, quicker, cheaper and less formalized. It takes approximately 1-1.5 month from the moment of submitting the documents to the court hearing. In case both of the spouses agree with the divorce the first hearing is usually the only one and the marriage is easily dissolved. Divorce by mutual consent is always the easiest to dissolve. It can even be dissolved within a non-judicial procedure. In this case a divorce should be registered on the basis of the joint statement either by Consular bodies of countries of spouse’s citizenship or by civilian registry office on the territory of Russian Federation. But unfortunately cases when one of the spouses objects the divorce are much more common. In this situation the procedure is more complex and last a little longer. It may take up to 3 month, but if one the spouses continues to insist on a divorce, the court will have to terminate the marriage. Of course, divorces complicated with the presence of under-age children and therefore with alimentary obligations or with partition of property always appear to be quite difficult. Finally, when divorcement procedure is over, ex-spouses get either a court decision or a divorce certificate. According to the Hague Convention of 5 October, 1961, such documents do not require legalization and are recognized as valid on territory of the states participating in the Convention. In some cases ex-spouses will need to get the Apostile placed on their documents in order to verify its authenticity.

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Key figures

M a x i m B a r a sh e v Managing Partner International Arbitration +7 495 7898451 max@bbnplaw.com

K i r i l l S h c h e r b a k o v Corporate and M&A +7 495 7898451 kirill@bbnplaw.com

A l e x a n d e r A l e x a n d r o v Copyright +7 495 7898451 alexandrov@bbnplaw.com

A l e x e y A r i n u s h k in Patents and trademarks +7 495 7898451 alexey@bbnplaw.com

Va d i m Z r u e v Contracts, dispute resolution +7 495 7898451 vadim@bbnplaw.com

M a x i m E l i s a ve t s k y Litigation (Dispute resolution) +7 495 7898451 elisavetsky@bbnplaw.com

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