RUSSIAN DIRECT INVESTMENT FUND (RDIF)

Swedish – RussianInvestment Forum

17th November 2011

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Russia is a Powerful Global Economy…

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,%

Fueled by Fundamental Growth Drivers…

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…And Positioned Well For The Future

Russian Direct Investment Fund (RDIF)

• To become catalyst for attracting direct investments, talent and technologies into the Russian economy by carrying out profitable investments

• Attracting foreign direct investments into the Russian economy

• Carrying out profitable investments

• Predominantly Russian Federation

• Foreign investments not to exceed 20% of the Fund

• Investments in foreign companies must be approved by 75% of votes of the Investment Committee / Supervisory Board…

• …and only subject to (а) providing access to breakthrough technologies in priority innovation and modernization sectors, or (b) having strategic importance within the CIS

• Focus is on private equity investments, in addition to (а) influential or controlling stakes in public companies, and (b) equity-linked credit instruments (e.g., convertible, mezzanine)

• RDIF is structured as a private equity fund

• Investment IRR target is at least 20%

Fund missionFund mission

Fund objectives Fund objectives

Investment geographyInvestment geography

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Investment structureInvestment structure

RDIF Key Investment Criteria

• RDIF can invest only with a co-investor or a group of co-investors in the ratio of not less than 1:1 co-investor / RDIF

• Co-investor must have at least $1 billion of assets under management, or have market capitalization of at least $1 billion, or annual turnover of at least $1 billion and EBITDA of at least $150 million*

• Minimum deal size - $50 million equity investment in one project

• Maximum deal size - $500 million equity investment in one project, unless approved by 75% of the votes of the Investment Committee / Supervisory Board

• Ownership in the company of less than 49%; in typical transactions RDIF ownership will not exceed 25%+1

• The Fund will target significant influence and/or joint control with its co-investors

• Expected exit in 5-7 years

Mandatory co-investment

Mandatory co-investment

Size of investmentSize of investment

OwnershipOwnership

Investment horizonInvestment horizon

Co-investment is a enabling mechanism, which aims to (а) maximize the quality of RDIF investments and (b) attract foreign direct investments into the Russian economy

* According to the latest auditedfinancial statements

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RDIF Structure and Management

Three levels of governance:

I.STRATEGIC: Supervisory Board• Investment strategy• Rules and procedures• Approval of large transactions • Approval of transactions, for which special permit was

requested by Investment Committee

II.INVESTMENT: Investment Committee• Approval of investment transactions

III.OPERATIONAL: Chief Executive Officer and Executive Board• Management team should possess significant investment

experience• Day-to-day guidance of origination, assessment, structuring

and execution• Hiring and management of investment team• Preparation of recommendations for Supervisory Board and

Investment Committee

RDIF MANAGEMENT COMPANY

RDIF MANAGEMENT COMPANY CEMF Management

Agreement

sole investor100%

ownership

Financial and StrategicInvestors

Financial and StrategicInvestors

Stakes in projects

Stakes in projects

InternationalAuditor

InternationalAuditor

International AdvisoryBoard

International AdvisoryBoard

audit

advice

ИНВЕСТОРЫ(Limited Partners)

ИНВЕСТОРЫ(Limited Partners)ИНВЕСТОРЫ

(Limited Partners)

ИНВЕСТОРЫ(Limited Partners)PORTFOLIO

COMPANIES

PORTFOLIO COMPANIES

Russian Direct Investment Fund(RDIF)

Russian Direct Investment Fund(RDIF)

Key development and international trade bank, chaired by Prime Minister Vladimir Putin

RDIF World Class International Advisory Board

STEPHEN SCHWARZMANChairman and CEOBlackstone Group($129B)

LOU JIWEIChairman and CEOChina Investment Corporation(*Assets under management $410B)

CHONG-SUK CHOIChairman and CEOKorea Investment Corporation($37B)

KURT BJORKLUNDCo-managing PartnerPermira($28B)

BADER MOHAMMAD AL-SA’ADManaging DirectorKuwait Investment Authority($296B)

LEON BLACKChairman and CEOApollo Global Management($72B)

DAVID BONDERMANManaging PartnerTPG($48B)

MARTIN HALUSACEOApax Partners($40B)

JOSEPH SCHULLHead of European operationsWarburg Pincus($35B)

RICHARD DALEYDistinguished senior fellow, the Harris School of Public Policy, University of Chicago; Mayor of Chicago from 1989 to 2011

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