Prospectus
Dated 3 May 2007
Renaissance Securities Trading Limited
10,000 Certificates due March 2009 linked to a Basket of Telecom Shares
(the "Certificates")
Guaranteed by Renaissance Capital Holdings Limited
Issued pursuant to the
Warrant and Certificate Programme
U .S.$1,000 per Certificate
This Prospectus is prepared in conjunction with the listing of the above Certificates issued by Renaissance
Securities Trading Limited ( the "issuer ") on 20 March 2007 pursuant to its Warrant and Certificate
Programme ( the "Programme") .
This Prospectus will constitute a prospectus issued in compliance with the Prospectus Directive and
relevant laws in Ireland . Application has been made to the IFSRA, as competent authority under Directive
2003/71/EC, for this Prospectus to be approved . Application has been made to the Irish Stock Exchange
for the Certificates to be admitted to the Official List and trading on its regulated market. No assurance is
given that , once made , such approval will be granted .
This Prospectus , together with the documents incorporated by reference herein , comprises the prospectus
for such application . Full information on the Issuer and the offer of the Certificates is only available on the
basis of the combination of the provisions set out within this Prospectus and the information incorporated by
reference herein .
Arranger ! Dealer
Renaissance Securities (Cyprus) Limited
Subject as provided below in respect of the Reference Information , the Issuer accepts responsibility for the
information contained in this Prospectus . To the best of the knowledge and belief of the Issuer (which has
taken all reasonable care to ensure that such is the case ), the information contained in this Prospectus is in
accordance with the facts and does not omit anything likely to affect the import of such information .
The information (the "Reference Information ") on each Basket Company and its Shares (each as defined
on page 6) is more particularly described in Schedule 1 hereto including the sources from which such
information has been taken . The Reference Information consists only of extracts from, or summaries of,
information which is publicly available . The Issuer accepts responsibility that the Reference Information
has been correctly extracted or summarised and as far as the Issuer is aware and is able to ascertain from
publicly available information, no facts have been omitted which would render the Reference Information
inaccurate or misleading . No further or other responsibility (express or implied) in respect of the Reference
Information is accepted by the Issuer .
Interests in the Certificates may be held through Euroclear and Ciearstream, Luxembourg and indirectly
through institutions which are participants in Euroclear and Clearstream, Luxembourg . The Issuer will not
be responsible for the operation of the clearing arrangements, which is a matter for the clearing institutions,
their participants and the investors .
No person has been authorised to give any information or to make representations other than those
contained in this Prospectus in connection with the issue or sale of the Certificates and, if given or made,
such information or representations must not be relied upon as having been authorised by the Issuer or by
the Lead Manager. The Lead Manager has not verified the information contained in this Prospectus and
makes no representation as to such information or to this Prospectus .
This Prospectus comprises a prospectus for the purposes of Article 5 of Directive 2003/71 /EC (the
"Prospectus Directive") and for the purpose of giving information with regard to the Issuer which is
necessary to enable investors to make an informed assessment of the assets and liabilities, financial
position, profit and losses and prospects of the Issuer .
This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated
herein by reference (see "Incorporation by Reference" below) .
THE CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U .S .
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") . SUBJECT TO CERTAIN
EXCEPTIONS, THE CERTIFICATES MAY NOT BE OFFERED OR SOLD /OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U .S .
PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) .
THIS PROSPECTUS HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE
OFFER AND SALE OF THE CERTIFICATES OUTSIDE THE UNITED STATES TO NON-U .S . PERSONS
IN RELIANCE ON REGULATION S AND FOR LISTING OF THE CERTIFICATES ON THE IRISH STOCK
EXCHANGE .
Particular attention is drawn to the section of this Prospectus headed "Risk Factors" .
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TABLE OF CONTENTS
INCORPORATION BY REFERENCE . . . . . ... . . . . . .... . . . . .... . . . . . ... . . . . . . ... . . . . .. .. . . . . .. . . . . . . ... . . . . .. .. . . . . . .. . .. . . . . . .. .4
SUMMARY . . . . . . . .. . . . . .... . . . . . . . . . . . . ... . . . . .... . . . . . . . . . . . . . ... . . . . . ... . . . . .. . .. . . . . . .. .. . . . . .. . . . . . ... . . . . . .... . . . . ... . . . . . . ... . . . . . . ... . 5
RISK FACTORS . . . . . .. . . . . . ... . . . . . .. .. . . . . .. . . . . . . .. . . . . . .. .. . . . . . ... . . . . . ... . . . . . . ... . . . . .... . . . . . .. . . . . . . .. . . . . .. .... . . . .. . .. . . . . ... .. . 8
TERMS AND CONDITIONS OF THE CERTIFICATES . . ... . . . . . .. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . .. . . . . . . . . . . . . 9
THE BASKET COMPANIES .. .. . . . . .. . . . . . . . .. . . . . .. .. . . . . . ... . . . . . . .. . . . . . . . .. . . . . .. .. . . . . . .. . . . . . . ... . . . .. .... . . . . . ... . . . . . .... . 25
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INCORPORATION BY REFERENCE
The provisions of the base prospectus dated 31 August 2006 in respect of the Issuer's Warrant and
Certificate Programme which constitutes a base prospectus ( the "Base Prospectus") for the purposes of
the Prospectus Directive shall be deemed to be incorporated into and form part of this Prospectus in its
entirety with the exception of the section entitled "Summary' on pages 6 to 12 of the Base Prospectus and
the section entitled "Pro Forma Final Terms" on pages 23 to 32 of the Base Prospectus (which are replaced
by the sections herein entitled "Summary' and "Terms and Conditions of the Securities" respectively), save
that any statement contained in the Base Prospectus shall be deemed to be modified or superseded for the
purpose of this Prospectus to the extent that a statement contained herein modifies or supersedes such
earlier statement (whether expressly, by implication or otherwise) . Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus . Terms used herein but not otherwise defined shall have the meanings given to them in the
Base Prospectus . This Prospectus must be read in conjunction with the Base Prospectus and full
information on the Issuer and the offer of the Certificates is only available on the basis of the combination of
the provisions set out within this document and the Base Prospectus .
Any statement contained in any document incorporated by reference herein shall be deemed to be
modified or superseded for the purposes of this Prospectus to the extent that such statement is
inconsistent with a statement contained in this Prospectus . Any website referred to in this
Prospectus and the content of that website (including any document or weblink contained in that
website ) shall not form part of this Prospectus.
Investors who have not previously reviewed the Base Prospectus should do so in connection with their
evaluation of any securities issued by the Issuer. Copies of the documents incorporated by reference in
this Prospectus will be available free of charge during usual business hours at the offices of JPMorgan
Chase Bank , N .A. of Trinity Tower, 9 Thomas Moore Street , London E1W IYT . Any person receiving a
copy of this Prospectus may obtain , without charge , upon written or oral request, a copy of any document
incorporated by reference herein , except for the exhibits to such documents ( unless such exhibits are
specifically incorporated by reference) .
No websites that are cited or referred to in this Prospectus, shall be deemed to form part of, or to be
incorporated by reference into, this Prospectus .
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SUMMARY
This summary must be read as an introduction to this Prospectus and any decision to invest in the
Certificates should be based on a consideration of the Prospectus as a whole , including the documents
incorporated by reference . Following the implementation of the relevant provisions of Directive 2003171/EC
(the "Prospectus Directive ") in each Member State of the European Economic Area no civil liability will
attach to the Responsible Persons in any such Member State solely on the basis of this summary, including
any translation thereof, unless it is misleading, inaccurate or inconsistent when read together with the other
parts of this Prospectus . Where a claim relating to the information contained in this Prospectus is brought
before a court in a Member State of the European Economic Area, the plaintiff may, under the national
legislation of the Member State where the claim is brought, be required to bear the costs of translating the
Prospectus before the legal proceedings are initiated .
Summary of the Issuer and Guarantor
The Issuer, Renaissance Securities Trading Limited, is an exempted limited liability company incorporated
in Bermuda on 2 February 1998 under the Companies Act 1981 of Bermuda, as amended . Its business
comprises fixed income securities trading and structured product sales with non-Russian counterparties .
The Issuer is an indirect wholly-owned subsidiary of Renaissance Capital Holdings Limited (the
"Guarantor") .
Group Structure and Principal Activities
The Guarantor is a private limited liability company incorporated in Bermuda, and is the ultimate parent for
a group of companies incorporated in Bermuda, the United Kingdom, the United States of America, the
Republic of Cyprus, the Netherlands, the Russian Federation, Ukraine and British Virgin Islands
(collectively, the "Group" or "Renaissance") .
The Group is an integrated financial services company and its primary businesses include sales and trading
of Russian equity and fixed income securities, investment banking services including advisory, M&A and
asset management and investment advisory services .
The Group's main offices are located in Moscow, London, New York, Nicosia ( in the Republic of Cyprus)
and Kiev (Ukraine) . The Group structure consists of various operating subsidiaries and intermediate holding
companies .
The detailed description of principal operating subsidiaries of the Group is presented in "Description of the
Group and the Guaranto," of the Base Prospectus.
Summary of Terms and Conditions of the Certificates
The following summary does not purport to be complete and is qualified in its entirety by the full text of this
document and, in relation to the terms and conditions of any particular issue of Certificates or the
Prospectus relating thereto . Terms not defined in this summary are defined elsewhere herein .
Issuer :
Renaissance Securities Trading Limited .
Guarantor :
Renaissance Capital Holdings Limited .
Arranger and Dealer:
Renaissance Securities (Cyprus) Limited .
Principal Security Agent
JPMorgan Chase Bank , N .A. (acting also as paying agent in respect
of the Certificates) .
Irish Security Agent :
J .P . Morgan Bank (Ireland) plc . (acting also as paying agent in
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respect of the Certificates) .
Calculation Agent:
Renaissance Securities (Cyprus) Limited .
Irish Listing Agent:
J .P . Morgan Bank (Ireland) plc.
Status of the Securities : The Certificates are direct, unconditional , unsubordinated and
unsecured general obligations of the Issuer. The obligations
evidenced by the Certificates rank and will rank part passu among
themselves and equally with all other unsecured and unsubordinated
indebtedness of the Issuer from time to time outstanding .
Status of the Guarantee : The obligations of the Guarantor under the Guarantee, save for such
exceptions as may be provided by applicable legislation or judicial
order, are direct , unconditional, unsubordinated and unsecured
obligations of the Guarantor and rank and will rank pani passu with its
other present and future unsecured and unsubordinated contractual
obligations .
Warrant/Certificate :
Type of Security :
Certificate.
Share
Security .
Relevant Asset (s) : A basket comprised of the shares ( the "Shares " and each a "Share")
of each Company (each a " Basket Company") as described in
Schedule 1 hereto .
Issue Date :
20
March
Issue Price :
2007 .
U .S .$1,000 per Certificate .
The Certificates may be offered from time to time at negotiated prices
other than the Issue Price and which may vary at any one time
between different purchasers .
Number:
10,000
Certificates
The Certificates may be issued in several trenches however the total
number of Certificates issued shall not exceed 20,000 .
Purchase and Sale and Transfer On the secondary market Certificates may only be traded in amounts
Restrictions : greater than or equal to U .S .$100,000 .
Specified Currency or Currencies : United States dollars .
Interest :
None.
Redemption Date : The earlier of 23 March 2009 (the Final Redemption Date) and the
Early Redemption Date as defined in Annex 1 to the section headed
"Terms and Conditions of the Certificates" .
Early Redemption at the Option of The holder of a Certificate shall have the right to redeem such
the Holder: Certificate prior to the Final Redemption Date further details of which
are set out in Annex 1 .
Settlement Date :
Five
(5) Business Days after the applicable Redemption Date .
Cash/Physically Settled : Cash Settled Certificates .
Certificate Settlement Notice : In order to obtain payment of the Cash Settlement Amount in respect
of any Certificate, the Holder must deliver a duly completed
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settlement notice .
Cash Settlement Amount: The Cash Settlement Amount payable in respect of each Certificate
shall be an amount equal to such Certificate's pro rata share of the
U .S .$ equivalent of the aggregate proceeds of sale of the Shares by
the Issuer less taxes and costs (including any costs of unwinding any
Hedging Transaction and the Early Redemption Fee) incurred,
provided always that if the Issuer is unable to sell or otherwise realise
any of the Shares on or before the day falling one month after the
date on which the Certificates are due to be redeemed, the proceeds
of sale of such Shares shall be deemed to be zero . Further details
are set out in Annex 1 to the section headed "Terms and Conditions
of the Certificates" .
Expenses and Taxation : The Issuer shall not be liable for or otherwise obliged to pay any tax,
duty, withholding or other payment which may arise as a result of the
ownership, transfer, exercise or enforcement of any Certificates by
any person and all payments made by the Issuer shall be made
subject to any such tax, duty, withholding or other payment which
may be required to be made, paid, withheld or deducted .
Form of Securities : Permanent Global Security exchangeable for Definitive Securities
only upon an Exchange Event
Selling Restrictions : For a description of certain restrictions on offers, sales and deliveries
of Certificates and on the distribution of offering material in the United
States, the United Kingdom and certain other jurisdictions, see the
section headed "Selling Restrictions" in the Base Prospectus
(beginning on page 78) .
Risk Factors : The Certificates are not capital protected Certificates and the
redemption proceeds paid to an investor depend on the price at
which the corresponding Shares of the Basket Companies can be
sold in the secondary markets . Therefore there is no guarantee that
an investor will receive his invested amount on redemption of the
Certificates .
Investors should read carefully the sections headed "Risk Factors"
herein and in the Base Prospectus (beginning on page 13) .
Governing Law :
English
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RISK FACTORS
Holders should also read the risk factors set out in the Base Prospectus (beginning on
page 13 of the Base Prospectus) which are incorporated by reference into this Prospectus.
Prospective purchasers of the Certificates should ensure that they understand the nature of the
Certificates and the extent of their exposure to risk and that they consider the suitability of the
Certificates as an investment in the light of their own circumstances and financial condition .
Prospective purchasers should conduct their own investigations and, in deciding whether or not to
purchase Certificates , prospective purchasers should form their own views of the merits of an
investment related to the Certificates based upon such investigations and not in reliance upon
any information given .
The Certificates are direct , unconditional, unsubordinated and unsecured obligations of the
Issuer . The Certificates are not capital protected . The redemption proceeds paid to an investor in
the Certificates depends on the price at which the corresponding Shares of the Basket
Companies held by or on the Issuer's behalf may be sold in the secondary markets . Therefore
there is no guarantee that an investor will receive his invested amount on redemption of the
Certificates .
Neither the Issuer nor the Dealer makes any representation as to the existence of a secondary
market for the Certificates .
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TERMS AND CONDITIONS OF THE CERTIFICATES
RENAISSANCE SECURITIES TRADING LIMITED
10,000 Certificates due March 2009 linked to a Basket of Telecom Shares
Guaranteed by
Renaissance Capital Holdings Limited
Issued pursuant to the
Warrant and Certificate Programme
PART A - CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in
the Base Prospectus dated 31 August 2006 which constitutes a base prospectus for the purposes of the
Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") . Full information on the Issuer
and the offer of the Certificates is only available on the basis of the combination of this Prospectus and the
Base Prospectus . The Base Prospectus is available for viewing at and copies may be obtained from
JPMorgan Chase Bank, N .A. of Trinity Tower, 9 Thomas Moore Street , London E1W 1YT.
1 . (i) Issuer:
(ii) Guarantor:
Renaissance Securities Trading Limited ( Bermuda)
Renaissance Capital Holdings Limited (Bermuda)
2. Warrants/Certificates :
Certificates
3 . Specified Currency or Currencies :
United States dollars (" U .S .$")
4 . Type of Security:
(i) Index Security :
Not Applicable
(ii) Share Security :
Applicable
(iii) Debt Security :
Not Applicable
(iv) Currency Security :
Not Applicable
(v) Commodity Security:
Not Applicable
(vi) Other Security :
Not Applicable
5. Issue Price :
U .S .$1,000 per Certificate .
The Certificates may be offered from time to time at
negotiated prices other than the Issue Price and
which may vary at any one time between different
purchasers .
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6. Number: 10,000 Certificates per Tranche A
The Certificates may be issued in several tranches
however the total number of Certificates issued
shall not exceed 20,000 .
7 . (i) Issue Date :
20
March
2007 .
(ii) Trade Date :
20
March
2007
(iii) Tranche :
A
WARRANT EXERCISE
8.
(i) American, European Style
other:
or Not Applicable
(ii) Automatic Exercise :
Not Applicable
(i) Minimum Exercise Number :
Not Applicable
(ii) Maximum Exercise Number :
Not Applicable
(iii) Units:
Not Applicable
10.
Minimum Trading Size :
Not Applicable
11 .
Exercise Price :
Not Applicable
12 .
Call or Put:
Not Applicable
9.
SETTLEMENT AND REDEMPTION
13 .
Exercise Date(s):
Not Applicable
14 .
Exercise Period :
Not Applicable
15 .
Expiration Date :
Not Applicable
16 .
(i) Settlement Date :
Five (5) Business
Redemption Date
(ii) Settlement Business Day :
Any Business Day
(iii) Redemption Date :
The earlier of 23 March 2009 (the "Final
Redemption Date ") and the Early Redemption
Date as defined in Annex 1
Days after the applicable
17 . Cash/Physically Settled :
Cash Settled Certificates
18. Issuer's Option to vary Settlement:
Not Applicable
19. Cash Settlement Amount:
Shall be determined as set out in Annex 1 hereto
(subject to the occurrence of a Potential Adjustment
Event, Adjustment Event or Termination Event) .
20 . Settlement Currency:
U .S .$
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21 . Guaranteed Cash Settlement Amount:
22 . Settlement Price :
Not
Not Applicable
Applicable
23 . Exchange Rate : If on the relevant Settlement Date any price or
amount is quoted or calculated in a currency (the
"Actual Currency ") other than the Settlement
Currency, such price or amount should be
converted into the Settlement Currency at the
Exchange Rate determined by the Calculation
Agent acting in good faith on or about such relevant
Settlement Date .
24 . Business Day Centre(s) :
25 . Multiplier :
Not
London, New York, Nicosia , Moscow
Applicable
26 . Relevant Asset(s) : A basket comprised of the shares (the "Shares"
and each a " Shane ") of each company (each a
"Basket Company") as described in Annex 2
27. Method of Delivery of Entitlement: Not Applicable
28. Evidence of Entitlement: Not Applicable
29. Schedule Trading Day :
A
day
on which the Exchanges and each Related
Exchange are open for trading for their respective
regular trading sessions
30 . Valuation Date : The Final Redemption Date or the Early
Redemption Date, as applicable
31 . Market Disruption :
32 . Relevant Time :
Applicable
Not
Applicable
ADJUSTMENTS AND SECURITIES SPECIFIC PROVISIONS
33 . Index Securities :
Not Applicable
SHARE SECURITIES
34 . Exchanges :
As
set
out
in
Annex
2
35 . Related Exchange: Each exchange or quotation system where trading
has a material effect (as determined by the
Calculation Agent) on the overall market for futures
or options contracts relating to the relevant Share
36 . Method of Adjustment: Calculation Agent Adjustment
37 . Options Exchange:
Not
Applicable
38 . Additional adjustments relating to Not Applicable
Relevant Assets listed, quoted or
compiled on a stock exchange :
39 . Additional adjustments relating to Fund Not Applicable
Securities :
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40 .
Adjustments for other Relevant Assets :
Not Applicable
41 .
Additional Termination Events :
Not Applicable
DEBT SECURITIES :
42 .
Nominal Amount :
Not Applicable
43 .
Relevant Screen Page :
Not Applicable
44 .
Provisions for calculations :
Not Applicable
CURRENCY SECURITIES :
45 .
Relevant Screen Page :
Not Applicable
46 .
Base Currency:
Not Applicable
47 .
Subject Currency :
Not Applicable
COMMODITY SECURITIES :
48 .
Provisions for calculations:
Not Applicable
MISCELLANEOUS
49.
Relevant Clearing System :
Euroclear and/or Clearstream , Luxembourg
50.
Alternative Clearing System :
None
51 .
Additional principal financial centre :
None
52 .
Purchase and Sale
Restrictions :
The subscription amount shall be equal to the
product of (i) the number of Certificates subscribed
for by the particular Holder and (ii) the price agreed
between the Dealer and Holder (the "Subscription
Amount") .
and Transfer
On the secondary market Certificates may only be
traded in amounts greater than or equal to
U .S .$100,000 .
53.
Date of resolution of Board of Directors of
9 March 2007
the Issuer approving the issue of the
Certificates:
54 .
Commission/Concession :
(i) Arrangement Fee :
The Dealer will charge 1 .00 per cent . of the
Subscription Amount, or another negotiated
amount, as arrangement fee (the "Arrangement
Fee") . The Arrangement Fee will be paid by the
particular Holder to the Dealer in addition to the
Subscription Amount .
(ii) Early Redemption Fee :
An early redemption fee of 3 per cent . will be
deducted by the Dealer off the Aggregate Sale
Proceeds to be paid to the relevant holder of
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Certificates .
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
55. Form of Securities :
Permanent Global Security exchangeable for
Definitive Securities only upon an Exchange Event .
56. Other final terms :
Applicable :
(a) The holder of a Certificate shall have the
right to redeem such Certificate prior to the Final
Redemption Date further details of which are set
out in Annex 1 .
(b) All determinations and calculations to be
made by the Calculation Agent shall be done by it
acting in good faith and in a commercially
reasonable manner.
(c) The Issuer may, but is not obliged to, from
time to time declare coupons or dividends with
respect to Certificates as described in Annex 1 .
DISTRIBUTION
57. (i) If syndicated, names and Not Applicable
addresses of the Managers and
underwriting commitments :
(ii) Date of Syndication Agreement: Not Applicable
(iii) Stabilising Manager (if any) : Not Applicable
58 . If non-syndicated, name and address of Renaissance Securities (Cyprus) Limited
9th Floor
Dealer:
Capital Centre
2-4 Arch. Makarios III Avenue
Nicosia 1505
Cyprus
59. Selling restrictions : As set out in the section entitled "Selling
Restrictions" in the Base Prospectus
60. Estimate of total expenses related to Euro 4,000
admission to trading :
Interests in the Securities may be held through Euroclear and Clearstream, Luxembourg indirectly through
institutions which are participants in Euroclear and Clearstream, Luxembourg .
The Issuer will not be responsible for the operation of the clearing arrangements which is a matter for the
clearing institutions, their participants and the investors .
RESPONSIBILITY
Each of the Issuer and the Guarantor accepts responsibility for the information contained in these Terms
and Conditions or Prospectus .
Signed on behalf of the Issuer and the Guarantor:
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By
Duly authorised
FMDCM/ 19308 -58IAZSIJAZG(D009332 )
.
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PART B - OTHER INFORMATION
LISTING
2.
Listing :
Applicable
Admission to Trading :
Application will be made for the Certificates to be
admitted to the Official List and trading on the
regulated market of the Irish Stock Exchange or of
any other stock exchange as the Issuer may
decide. No guarantee can be given that such
application ( s), once made , will be successful.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in herein and in the Base Prospectus , so far as the Issuer is aware , no person
involved in the offer of the Certificates has an interest material to the offer .
3.
REASONS FOR THE OFFER , ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)
Reason for the offer
As set out in the section entitled "Use of Proceeds"
in the Base Prospectus and Annex 1 .
(ii)
Estimated gross proceeds :
U . S .$10 , 000, 000
(iii)
Estimated total expenses :
The approximate expenses incurred by the Issuer in
respect of the Certificates are as follows :
Legal Expenses = £20,000
Listing Fee = Euro 4,000
(iv)
Estimated net proceeds :
U.S.$10,000,000
4 . Index , Equity, Commodity, Currency or Debt Security or formula-linked Securities only performance of relevant Index, Equity, Commodity, Currency or Debt Security or other
underlying , explanation of effect on value of investment and associated risks and other
information concerning the underlying.
On redemption of a Certificate the amount paid to the Holder of such Security on the relevant
Settlement Date will be equal to that Certificate ' s pre rata share of the actual sales proceeds
received by the Issuer on the sale of the Share ( s) relevant to such redemption on such Redemption
Date less any Early Redemption Fee, if applicable.
Further information on the Shares is available on the relevant Bloomberg page specified for each
Share in Annex 2 .
5 . OPERATIONAL INFORMATION
ISIN Code :
BMG749471543
Common Code:
029216851
Any clearing system ( s) other than Euroclear Bank Not Applicable .
S .A./N .V. and Clearstream Banking , socir to anonyme
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and the relevant identification number(s) :
Delivery:
Free
of payment
Names and addresses of additional Security Agent ( s) Not Applicable
(if any) :
6 . REPRESENTATIONS OF HOLDERS OF CERTIFICATES
By purchasing the Certificates, each Holder represents and agrees that :
(a) it has sufficient knowledge and experience and has taken such professional advice and has
independently obtained such information as it thinks necessary to make its own evaluation
of the merits and risks involved in purchasing the Certificates and in making an investment
of this type ;
(b) it understands that the Cash Settlement Amount will be dependent upon the performance of
the Share ( as defined in Annex 1 attached hereto ), which contains substantial risks and that
neither the Guarantor nor Issuer provides any guarantees or undertakings regarding the
performance of the Shares ;
(c) it understands and agrees that the Issue Price may include an amount related to hedging
arrangements entered into by the Issuer and one of its affiliates and the Certificates may be
re-sold in the future at prices which may be greater or less than such price ;
(d) it understands that since the entity acting as Calculation Agent is an affiliate of the Issuer,
potential conflicts of interest may exist between such affiliate in its capacity as the
Calculation Agent , on the one hand , and the Holders of Certificates on the other;
(e) it acknowledges that, in acting hereunder, the Calculation Agent is acting as agent of the
Issuer and such entity shall not thereby assume any obligations towards or relationship of
agency or trust for or with the Holders of Certificates ;
(f) it understands and acknowledges that an arrangement fee is being paid to a third party in
relation to the issue of the Certificates . Full details of this fee will be disclosed to the Holder
upon request;
(g) it understands that the Certificates do not constitute beneficial ownership of the Shares and
do not entitle the Holder to any rights , including voting rights , directly arising from holding
the Certificates .
FMDCM /19308-58/AZS/JAZG( D009332)
16
LN. 258024C 2
ANNEX 1
Use of Proceeds
On or after the Issue Date of each Tranche, the Issuer will acquire , or procure that any of its Affiliates will
acquire the number of Shares comprising the Basket under such Tranche using the Net Proceeds of such
Tranche .
The Issuer, or its Affiliate (as the case may be) is obliged to hold all such Shares and is not able to sell
them to , or encumber them in favour of, any third party until the Final Redemption Date of the Certificates
or until the Early Redemption Date of the Certificates (whichever is the earlier) .
For the purposes of the preceding paragraph the purchase price per each Share shall be determined by the
Calculation Agent in its absolute discretion and all such transactions of the issuer or its Affiliate ( as the case
may be) with respect to the Shares shall constitute hedging transactions (the "Hedging Transactions" and
each a " Hedging Transaction") .
2 . Coupons and Dividends
2 .1 The Issuer may, but is not obliged to, from time to time declare coupons and dividends (the
"Distribution ") with respect to the Certificates . Any such Distribution shall be payable in cash to
the relevant Holders on the Distribution Payment Dates .
2 .2 Subject as provided in paragraphs 5 and 6 below , the amount of any Distribution payable in respect
of each Certificate on each Distribution Payment Date shall be an amount equal to such Certificates
pro rata share of the U . S .$ equivalent of the Declared Distribution Amount in respect of the
immediately preceding Accrual Period .
3 . Early Redemption
3 .1 At the Option of each Holder
Subject to paragraphs 5 and 6 below, the Holder of one or more Certificates may redeem all such
Certificates held by it on any Settlement Business Day (the "Early Redemption Date") by the
delivery of a Certificate Settlement Notice in respect of such Certificate(s) to the Principal Securities
Agent (as required pursuant to Condition 8), with copies sent to the Issuer and the Calculation
Agent, no later than ten (10) Business Days prior to such Early Redemption Date . Provided such
Certificate Settlement Notice is valid (for which purposes it must have been copied to the Issuer
and the Calculation Agent) the Issuer shall redeem such Certificate(s) and shall pay to the Holder of
such Certificate(s) on the relevant Settlement Date the Cash Settlement Amount to such account of
the Holder as is specified in the Certificate Settlement Notice . Upon early redemption of a
Certificate by the Holder thereof, the Issuer shall cancel such Certificate .
3 .2 At the Option of the Issuer
For the purposes of Condition 14 (Illegality ), cancellation of the Certificates thereunder shall, at the
option of the Issuer , also occur upon the occurrence of a Termination Event ( as defined below) and,
to the extent permissible under applicable law, the Issuer will make reasonable efforts to pay to
each Holder the Cash Settlement Amount.
4 . Cash Settlement Amount
FMDCMH9308- 58JAZSIJAZG(D009332)
17
LN'258D24C
7
For the purposes of these Terms and Conditions the "Cash Settlement Amount" payable in respect of
each Certificate shall be an amount equal to such Certificate's pro rata share of the U .S .$ Equivalent of the
Aggregate Net Sale Proceeds less (i) any costs related to unwinding any Hedging Transaction and (ii) the
Early Redemption Fee .
5 . Non - convertibility
5 .1 If the Calculation Agent determines that a Non- Convertibility Event has occurred and is continuing
on any Redemption Date :
(A) the Issuer shall not be required to pay the Cash Settlement Amount otherwise due on such
Redemption Date ( the "Non-Convertible Redemption Amount") ;
(B) if, in the reasonable opinion of the Issuer, all applicable laws and regulations prevailing at
the relevant time permit the transfer of the relevant number of Shares of the Basket
Companies by the Issuer to or to the order of the Holders, the Issuer shall give notice to
such Holders in accordance with Condition 17 and each Holder may elect by notice to the
Issuer (to be served on the Issuer not later than 15 Business Days after the giving of the
said notice to such Holders) to receive such Shares in respect of the Certificates held by
such Holder, the amount of Shares to be received in respect of each such Certificate (such
amount, the "Alternative Redemption Amount") to be equal to a proportionate part of the
applicable Shares to be transferred by the relevant Basket Company which the number of
Certificates held by such Holder bears to the aggregate number of outstanding Certificates,
less any number of such Shares realised or retained by the Issuer to cover any Taxes and
Costs incurred by the Issuer and/or the Issuer and/or any Affiliate in connection with the
transfer or delivery of the applicable Shares for the purpose of this sub-paragraph (B) . Any
Taxes and Costs referred to in the preceding sentence shall be for the account of each of
the Holder and the Issuer may reduce or retain a number of applicable Shares in order to
account for such Taxes and Costs or, at its option, may require a Holder to pay to the
Issuer such Holder's proportionate share of such Taxes and Costs prior to the transfer to
such Holder of its proportionate share of the applicable Shares . The Alternative
Redemption Amount will be rounded down to the nearest Share issued by the relevant
Basket Company but after aggregating for this purpose all Certificates in respect of which
an election is made at the same time by the same Holder . The Issuer shall have no liability
to any Holder as a result of such rounding down .
Delivery of any Shares pursuant to this sub- paragraph (B) shall be made in such manner
and on such date (the "Alternative Redemption Settlement Date ") as the Issuer shall
determine and notify to the relevant Holder and shall be subject to the payment by such
Holder of any Taxes and Costs referred to in the preceding paragraph to the extent that no
deduction is made in respect thereof from the amount of the Shares transferred .
Upon such delivery and, if applicable , payment in respect of the relevant Certificates all
liability of the Issuer in respect of such Certificates shall be discharged .
Notwithstanding any provision of the Certificates, the Issuer shall not be required to offer,
sell or otherwise transfer to any U .S . Person (as defined in Regulation S under the U .S .
Securities Act of 1933, as amended) any security ( a "Subject Security ") issued by the
relevant Basket Company unless such offer, sale or transfer can be made in a transaction
that, after giving effect to any agreement by the holders of Certificates to transfer
restrictions on the Subject Secunty, would be exempt, as determined in the absolute
discretion of the Issuer, from registration under such Act and applicable state securities
laws ; and
FMDCM/19308-58/AZS/JAZG( D009332)
18
LN'256D24C_9
(C) if the Issuer freely and unconditionally receives any U .S .$ amount in exchange for the
Aggregate Sales Proceeds (or any part thereof) relating to any Shares which are not
delivered to Holders pursuant to sub-paragraph (B) above within the period of one calendar
month after such Redemption Date and is able freely and unconditionally to transfer such
U .S .$ amount to the Holders, the Issuer shall give notice to the Holders which have not
exercised the election to receive Shares referred to in sub-paragraph (B) above ( the "NonElecting Holders ") and, not later than 10 Business Days following receipt of such U .S .$
amount by or on behalf of the Issuer, the Issuer shall pay such U .S .$ amount ( less an
amount equal to any Taxes and Costs incurred by Issuer the Issuer and/or any Affiliate) to
the Non-Electing Holders, the amount payable in respect of each Certificate held by the
Non-Electing Holder being such Certificate's pro rata share of such U .S .$ amount; and
(D) except as provided in sub-paragraphs 4 .1(B) or (C) above, the Issuer shall have no further
obligations or liability whatsoever in respect of the Non-Convertible Redemption Amount .
5 .2 If the Calculation Agent determines that a Non-Convertibility Event has occurred and is continuing
on any date on which the Certificates are to be redeemed and cancelled by the Issuer in
accordance with Condition 12 or 14 :
(A) the Issuer shall not be required to pay any cash amount owing to the Holder of a Certificate
pursuant to either such Condition (in each case the "Mandatory Non-Convertible
Redemption Amount ") . However, if, in the reasonable opinion of the Issuer, all applicable
laws and regulations prevailing at the relevant time permit the transfer of the relevant
number of Shares of the Basket Company by the Issuer to or to the order of the Holders,
the Issuer shall give notice to such Holders in accordance with Condition 17 and each
Holder may elect by notice to the Issuer (to be served on the Issuer not later than 15
Business Days after the giving of the said notice to such Holders) to receive Shares in
respect of the Certificates held by such Holder . The amount of Shares to be received in
respect of each such Certificate will be determined in the sole and absolute discretion of the
Issuer (such amount to constitute an "Alternative Redemption Amount " for the purposes
of sub-paragraph 5 .1(B) above) and the remaining provisions in sub-paragraph 5 .1(B)
above shall apply ;
(B) if the Issuer freely and unconditionally receives any U .S.$ amount in exchange for the sale
proceeds from any Shares not delivered to Holders pursuant to sub-paragraph 5 .2(A)
above within the period of one calendar month after any Alternative Redemption Date that
occurs pursuant to sub-paragraph 4 .2(A) and is able freely and unconditionally to transfer
such U .S .$ amount to the Holders, the Issuer shall give notice to the Holders which have
not exercised the election to receive Shares referred to in sub-paragraph 5 .2(A) above
(such Holders to constitute "Non-Electing Holders " for the purposes of sub-paragraph
4 .1(C) above) and the remaining provisions in sub-paragraph 5 .1(C) above shall apply with
the exception that the amount payable in respect of each Certificate shall be determined by
the Issuer in its sole and absolute discretion ; and
(C) except as provided in sub-paragraphs 5 .2(A) or (B) above, the Issuer shall have no further
obligations or liability whatsoever in respect of the Mandatory Non-Convertible Redemption
Amount.
6 . Adjustments
FMDCM /19308 -58/AZSIJAZG( D009332)
19
IN
258D24C_2
6 .1 If an Adjustment Event has occurred on relation to any of the Shares , the Calculation Agent in its
sole and absolute discretion may take the action described in (A) or ( B) below:
(A) determine in its sole and absolute discretion the appropriate adjustment, if any, to be made
to the number of Shares of the relevant Basket Company attributable to each Note and/or
any of the other terms of these Conditions to account for the Adjustment Event and
determine the effective date of that adjustment ; or
(B) cancel the Certificates by giving notice to Noteholders in accordance with Condition 17 .
If the Certificates are so cancelled the Issuer will pay an amount in US$ to each holder in
respect of each Certificate held by it which amount shall be the fair market value of a
Certificate taking into account the Adjustment Event, less (i) the Facility Amount (including
Accrued Interest) and (ii) all costs the Issuer or its Affiliates might have realising the
Shares, all as determined by the Calculation Agent in its sole and absolute discretion .
Payment will be made in such manner as shall be notified to the Noteholders in accordance
with Condition 17 ; or
6 .2 Upon the occurrence of an Adjustment Event, the Calculation Agent shall give notice as soon as
practicable to the holders in accordance with Condition 17 stating the occurrence of the Adjustment
Event, as the case may be, giving details thereof and the action proposed to be taken in relation
thereto . However, holders should be aware that there may be necessarily some delay between the
time at which any of the above events occur and the time at which it is reported to holders .
6.3 Following the declaration by any Basket Company of the terms of any Potential Adjustment Event,
the Calculation Agent will, in its sole and absolute discretion, determine whether such Other
Adjustment Event has a diluting or concentrative effect on the theoretical value of the Shares and if
so, will (i) calculate and make the corresponding adjustment, if any, to be made to the number of
shares of the relevant Basket Company attributable to each Certificate and/or any of the other
terms of these Conditions as the Calculation Agent in its sole and absolute discretion determines
appropriate to account for that diluting or concentrative effect and (ii) determine the effective date of
that adjustment .
Upon making any such adjustment, the Calculation Agent shall give notice as soon as practicable
to the holders in accordance with Condition 17, stating the adjustment to the Shares of the relevant
Basket Company and/or any of the other terms of these Conditions and giving brief details of the
Other Adjustment Event .
Definitions
The following definitions shall apply for the purposes of these Terms and Conditions and terms not defined
herein shall have the meaning ascribed thereto in the Conditions set out in the Base Prospectus :
"Accrual Period" means the period from and including the preceding Distribution Payment Date (but in the
case of the first Accrual Period, from and including the Issue Date) to but excluding the next Distribution
Payment Date (but in the case of the final Accrual Period, to but excluding the Redemption Date) .
"Adjustment Event" means the occurrence of any of the following :
(i) Merger Event;
(ii) Nationalisation ;
FMDCM/19308-58/AZS/JAZG(D009332)
20
LN :258D24C_2
(iii) Insolvency ; or
(iv) Other Adjustment Event .
"Affiliate" means any direct or indirect subsidiary of the Issuer, any entity which controls the Issuer either
directly or indirectly and any entity which is under either direct or indirect common control with the Issuer .
"Aggregate Net Sale Proceeds " means Aggregate Sale Proceeds received by the Issuer or its Affiliate (as
the case may be) for the sale of the Basket comprising the Shares less Taxes and Costs incurred by the
Issuer or any Affiliate.
" Aggregate Sale Proceeds " means the aggregate proceeds of sale of the Shares of the Basket
Companies (or, in the case of redemption of some only of the Certificates, a pro rata portion of the Shares
selected by the Issuer) by the Issuer, provided always that if the Issuer is unable to sell or otherwise realise
any of the Shares on or before the Cut-off Date, the proceeds of sale of such Shares shall be deemed to be
zero . If the Issuer is unable to sell or otherwise realise any of the Shares on or before the Final
Redemption Date or, if applicable, the relevant Early Redemption Date or date on which the Certificates are
to be redeemed pursuant to Condition 12 or 14, the Issuer shall be entitled to postpone payment of the
Cash Settlement Amount until the date falling five (5) Business Days after such sale or other realisation or,
if earlier, the date two (2) Business Days after the Cut-off Date .
"Costs" means any costs, expenses, levies or other charges whatsoever incurred by the Issuer or the
Issuer or any of its Affiliates in connection with redeeming the Certificates or hedging, indirectly or directly,
the obligations of the Issuer in respect of the Certificates (such hedging to include the Issuer and/or any of
its Affiliates maintaining funds in the Russian Federation), holding or disposing of the applicable Shares .
"Cut-off Date" means in relation to any date on which the Certificates are due to be redeemed, the day
falling one calendar month after such date .
"Declared Distribution Amount" means an amount in cash (if any) declared by the Issuer to be paid with
respect to the Certificates for each Accrual Period .
"Distribution Payment Date " means 24 March 2008 and the Redemption Date .
"Jurisdiction Event" means any of the following :
(i) the occurrence of any event or existence of any condition which, in the opinion of the Calculation
Agent, is created on or after the Issue Date by, or results on or after such date from, any action of,
or failure to act by, the government of the Relevant Jurisdiction or any agency or regulatory
authority thereof, the Central Bank or the Ministry of Finance of the Relevant Jurisdiction, that, in
the opinion of the Calculation Agent, has the effect of prohibiting or restricting the ability of the
Issuer to hold, or dispose of, any of the Shares when compared with the restrictions known to the
Issuer on the Issue Date;
(ii) any event which occurs in the Relevant Jurisdiction on or after the Issue Date, including but not
limited to any changes in laws and regulations and changes in the interpretation and enforcement
of laws and regulations and any amendment to the charter or other constitutive documents of any
of a Basket Company pursuant to which any hedging arrangements envisaged in respect of any
Basket Company or Shares (whether taken individually or collectively or in part) may be
recharacterised or interpreted by a legal, regulatory or other governmental authority of the Relevant
Jurisdiction or by a Basket Company in a manner which is inconsistent with the commercial
objectives of the Issuer in entering into such hedging arrangements ; or
FMDCM/ 19308 -58/AZS/JAZG(D009332)
21
LN 258D24c_:
(iii) a challenge by a third party to the Issuer's title to any of the Shares .
"Net Proceeds " means, with respect to this Tranche A, U .S.$10,000,000 .
"Other Adjustment Event" means De-Listing and/or a Tender Offer or a Potential Adjustment Event .
"Non-Convertibility Event" means the occurrence of any event or existence of any condition which, in the
opinion of the Calculation Agent is created on or after the Issue Date by, or results on or after such date
from, any action of or failure to act by the government of the Relevant Jurisdiction or any agency or
regulatory authority thereof, including the Ministry of Finance or the Central Bank of the Relevant
Jurisdiction, that, in the opinion of the Calculation Agent, has the effect of further restricting, prohibiting or
delaying the exchange of Relevant Currency for dollars or the repatriation thereof abroad by non-residents
of the Relevant Jurisdiction when compared with the restrictions and delays known by and enforced on the
Issuer at the Issue Date .
"Other Taxes" means, save for any items included in part (i) of the definition of "Taxes" contained in this
Terms and Conditions, any Russian, Cypriot or Bermudan tax including, but not limited to, any duty,
withholding, levy, impost, deduction, value added tax or tax which is payable as at the Issue Date or will
become payable at any time thereafter (i) by or in connection with the purchase, holding, sale or transfer of
the Shares, or (ii) on payment or receipt of distribution of dividends on the Shares in any form, such
amounts to be determined by the Calculation Agent in its sole discretion .
"Relevant Currency " means the lawful currency of the Relevant Jurisdiction .
"Relevant Jurisdiction " means, in relation to each Basket Company, the jurisdiction of incorporation of
such Basket Company or the jurisdiction in which the Exchange where the Shares of such Basket
Company are listed is located .
"Taxes" means (i) any taxes, duties, levies, imposts and deductions payable or levied in Russia, Cyprus or
Bermuda (as at the Issue Date or at any time thereafter) on dividends, profits, income or gains in respect of
the Shares (on the assumption that gains and losses on sales or transfers of Shares cannot be offset and
no expenses or costs are deductible) and all penalties and liabilities with respect thereto and (ii) any Other
Taxes, the amount of all Taxes being determined by the Calculation Agent in its sole discretion .
"Termination Event" means a Non-Convertibility Event or a Jurisdiction Event .
"U .S .$ Equivalent " with respect to any amount in Roubles means an equivalent amount in U .S .$ as the
Calculation Agent, acting in good faith, shall determine by reference to rates quoted by major financial
institutions active in the U .S .$/Roubles foreign exchange interbank market for a transaction of the
appropriate size on the date of such determination .
FMDCM/19308- 58/AZ5/JAZG(D009332)
22
LN.258D24C 2
ANNEX 2
Basket Company
Nominal value
Type of security
% of Basket
Exchange
ISIN
Common Code
Bloomberg page
per Share
MOBILE
TELESYSTEMS
ADR
N/A
American
Depositary Receipt
12 .5
New York Stock
Exchange (NYSE)
US6074091090
011374891
<MBT US>
NORTH-WEST
RUB 1 .00
Common Stock
12 .5
Moscow Interbank
R00009046585
000904658
<SPTL RM>
Currency Exchange
TELECOM
(MICEX)
ROSTELECOM
RUB 0 .0025
Common Stock
12 .5
Moscow Interbank
Currency Exchange
(MICEX)
R00008943394
000894339
<RTKM RM>
SIBIRTELECOM
RUB 0 .15
Common Stock
12 .5
Moscow Interbank
Currency Exchange
R00009087456
000908745
<STKM RM>
R00009043426
000904342
<UTEL RM>
R00009048805
000904880
<URSI RM>
US68370R1095
68370R109
<VIP US>
R00009058234
000905823
<VTEL RM>
(MICEX)
SOUTHERN
RUB 0 .33
Common Stock
Moscow Interbank
12 .5
Currency Exchange
(MICEX)
TELECOM
URALSVYAZINFORM
RUB 0 .12
Common Stock
12 .5
Moscow Interbank
Currency Exchange
(MICEX)
VIMPELCOM ADR
N/A
American
New York Stock
12 .5
Exchange (NYSE)
Depositary Receipt
VOLGATELECOM
RUB 5 .00
Common Stock
12 .5
Moscow Interbank
Currency Exchange
23
_
U
v
N
SCHEDULE 1 : PART 1
THE BASKET COMPANIES
The information included herein with respect to the basket comprised of the Shares of each company (each
a "Basket Company') consists only of extracts from, or summaries of, publicly available information . Such
information has not been prepared in connection with the offering of the Certificates . The Issuer accepts
responsibility that such information has been accurately extracted or reproduced. No further or other
responsibility in respect of such information is accepted by the Issuer and, in particular, the Issuer does not
accept responsibility in respect of the accuracy or completeness of the information set forth herein
concerning each Basket Company or its Shares or that there has not occurred any event which would affect
the accuracy or completeness of such information.
The Share Price levels shown in the table below under "Share Price Information" show the high and low
closing levels of the Shares for the periods indicated. While the table below provides some historical data
regarding the risks of investing in the Shares, past results are not necessarily indicative of future
performance. Prospective purchasers of the Certificates are advised to consult their own legal, tax,
accountancy and other professional advisers to assist them in determining the suitability of the Certificates
for them as an investment Each prospective purchaser of the Certificates should be fully aware of and
understand the complexity and risks inherent in the Certificates before it makes its investment decision in
accordance with the objectives of its business.
The information provided in this Annex in respect of each Basket Company and its Shares is intended to
provide only a very basic outline of the general nature of each Basket Company and the recent
performance of its Shares. The information is in highly abbreviated form only, and investors must look to
other sources of information (including, without limitation, those sources of information referred to herein) in
order to obtain all material information in respect of each Basket Company and the Shares upon which to
base their investment decision in the Certificates .
25
Basket Company
Nominal value
per Share
Type of security
% of Basket
Exchange
ISIN
Common Code
Bloomberg page
MOBILE
TELESYSTEMS
ADR
N/A
American
Depositary Receipt
12 .5
New York Stock
Exchange (NYSE)
US6074091090
011374891
<MBT US>
NORTH-WEST
RUB 1 .00
Common Stock
12 .5
Moscow Interbank
R00009046585
000904658
<SPTL RM>
R00008943394
000894339
<RTKM RM>
Currency Exchange
TELECOM
(MICEX)
ROSTELECOM
RUB 0 .0025
Common Stock
12 .5
Moscow Interbank
Currency Exchange
(MICEX)
SIBIRTELECOM
RUB 0 .15
Common Stock
12 .5
Moscow Interbank
Currency Exchange
(MICEX)
R00009087456
000908745
<STKM RM>
SOUTHERN
TELECOM
RUB 0 .33
Common Stock
12 .5
Moscow Interbank
Currency Exchange
(MICEX)
R00009043426
000904342
<UTEL RM>
URALSVYAZINFORM
RUB 0 .12
Common Stock
12 .5
Moscow Interbank
R00009048805
000904880
<URSI RM>
Currency Exchange
(MICEX)
VIMPELCOM ADR
N/A
American
Depositary Receipt
12 .5
New York Stock
Exchange (NYSE)
US68370R1095
68370R109
<VIP US>
VOLGATELECOM
RUB 5 .00
Common Stock
12 .5
Moscow Interbank
R00009058234
000905823
<A/TEL RM>
Currency Exchange
26
SCHEDULE 1 : PART 2
SHARE PRICE INFORMATION
The following table shows the high and low levels of the closing price of the Shares in each Basket
Company on the relevant Exchange for each of the periods indicated . The historical performance of the
Shares should not be taken as an indication of the future performance .
1 . MOBILE TELESYSTEMS ADR
Year Ended 31 December Highest ( USD) Lowest (USD)
2004
2005
2006
38.975
42 .21
51 .27
20 .75
30 .47
26
Year Ended 31 December
Highest (RUB)
Lowest (RUB)
2004
2005
2006
NIA
NIA
42 .45
NIA
NIA
20 .5
Year Ended 31 December
Highest (RUB)
Lowest (RUB)
2004
2005
2006
76
75 .73
205 .84
45 .88
47 .45
62 .51
Year Ended 31 December
Highest (RUB)
Lowest (RUB)
2004
2005
2006
1 .85
2 .178
3 .02
1 .06
1 .395
1 .56
Year Ended 31 December
Highest (RUB)
Lowest (RUB)
2004
2005
2006
NIA
4 .25
5 .06
NIA
2 .1
2 .62
Year Ended 31 December
Highest ( RUB)
Lowest (RUB)
2004
2005
2006
1 .367
1 .2
1 .789
0 .82
0 .91
0 .855
2 . NORTH-WEST TELECOM
3 . ROSTELECOM
4 . SIBIRTELECOM
5 . SOUTHERN TELECOMMUNICATIONS
6 . URALSVYAZINFORM
7. VIMPELCOM ADR
28
Year Ended 31 December
Highest (USD) Lowest (USD)
2004
2005
2006
42.9
47 .61
82 .72
Year Ended 31 December
Highest (RUB) Lowest (RUB)
2004
2005
2006
NIA
134
168
22 .9633
31 .7
37 .5
8 . VOLGATELECOM
(Source: B/oomberg (23 March 2007))
29
NIA
86 .5
79 .01
REGISTERED OFFICE OF THE ISSUER
Renaissance Securities Trading Limited
Canon's Court
22 Victoria Street
Hamilton HM12
Bermuda
REGISTERED OFFICE OF THE GUARANTOR
ARRANGER , DEALER AND CALCULATION
AGENT
Renaissance Capital Holdings Limited
Canon's Court
22 Victoria Street
Hamilton HM12
Bermuda
Renaissance Securities ( Cyprus) Limited
th
9 Floor
Capital Centre
2-4 Arch . Makarios III Avenue
Nicosia 1505
Cyprus
PRINCIPAL SECURITIES AGENT
JPMorgan Chase Bank, N .A .
Trinity Tower
9 Thomas More Street
London E 1 W I YT
LEGAL ADVISERS
as to English Law
Simmons 8 Simmons
CityPoint
One Ropemaker Street
London EC2Y 9SS
as to Bermudan Law
Appleby Spurting Hunter
IRISH LISTING AND IRISH SECURITIES AGENT
AUDITORS OF THE GUARANTOR
J .P . Morgan Bank ( Ireland) plc
JP Morgan House
International Financial Services Centre
Dublin 1
Ireland
Ernst 8 Young LLC
1, 77 Sadovnicheskaya nab .,
Moscow 115035,
Russian Federation
Canon's Court
22 Victoria Street
PO Box HM 1179
Hamilton HM EX
Bermuda
30