1. Status of U.S. and European Sanctions Regimes and Effects on M&A, Corporate Finance and Capital Markets Transactions in Russia Satish Kini, Lord (Peter) Goldsmith, Alan Kartashkin March 5, 2015

2. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Agenda 2 Introduction to US and EU Sanctions Regimes US and EU Sanctions Regimes Related to Ukraine Effects on M&A, Corporate Finance and Capital Markets Transactions

3. INTRODUCTION TO SANCTIONS REGIMES

4. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Map of US Sanctions 4

5. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Map of EU Sanctions 5

6. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP US Sanctions Lists Sanctions list search tool includes persons designated under all OFAC sanctions programs –Available at http://treasury.gov/sdn –Regularly updated Search tool was recently expanded to include all lists –Specially Designated Nationals (“SDN”) –Foreign Sanctions Evaders (“FSE”) –Sectoral Sanctions Identifications (“SSI”) relating to sectoral sanctions against Russia –Other lists relating to Iran and Palestine Lists can also be downloaded separately in various data formats 6

7. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP EU-Designated Persons and Entities Issued in annexes to EU Regulations, Decisions Member States may add further targets –E.g., Terrorist Asset Freezing Act 2010 (UK) UK Treasury maintains consolidated list of all targets –https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of- targets (does not include investment ban targets)https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of- targets –https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of- targets/ukraine-list-of-persons-subject-to-restrictive-measures-in-view-of-russias-actions- destabilising-the-situation-in-ukraine (includes investment ban targets)https://www.gov.uk/government/publications/financial-sanctions-consolidated-list-of- targets/ukraine-list-of-persons-subject-to-restrictive-measures-in-view-of-russias-actions- destabilising-the-situation-in-ukraine –Regularly updated EU maintains consolidated list of all targets –http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm –Regularly updated 7

8. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Global Reach of US Sanctions Applies to everyone in the US, including foreign entities or individuals acting in the US and business that takes place in US Applies to imports to or exports from US Applies to US companies, including their non-US offices or branches, anywhere in the world –Generally does not apply to independent subsidiaries of US companies established in non-US jurisdictions » Exception: Cuba and Iran sanctions apply to entities “owned or controlled” by US companies anywhere in the world (i.e., subsidiaries established outside the US) Applies to US citizens or permanent residents anywhere in the world – even if working for a non-US company “Secondary sanctions” can reach non-US companies 8

9. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Global Reach of EU Sanctions Applies to everyone in the EU, including foreign entities or individuals acting in the EU and business that takes place in EU Applies to imports to or exports from EU Applies to EU companies, including their non-EU offices or branches, anywhere in the world –Generally does not apply to independent subsidiaries of EU companies established in non-EU jurisdictions Applies to EU citizens anywhere in the world – even if working for a non-EU company 9

10. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Facilitation, Approval, Evasion A US person may not “facilitate” a transaction by a foreign person that would be prohibited to the US person: –“Facilitate” = “approve, finance, facilitate or guarantee” –Does not matter whether foreign person is affiliated or unaffiliated with US person –Does not matter if transaction is legal for foreign person Transactions with “intent” or “effect” of evading sanctions also are prohibited –Includes actions by foreign persons that cause a US person to violate the sanctions –E.g., foreign banks penalized for “wire-stripping” (removal of ID info so that US bank processes prohibited transaction) Bottom Line: If you can’t do something directly, then you can’t do it indirectly 10

11. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP EU –Circumvention “It shall be prohibited to participate, knowingly and intentionally, including indirectly, in activities the object or effect of which is to circumvent the prohibitions laid down in this Regulation.” UK –Also prohibits facilitating/enabling “A person commits an offence who intentionally participates in activities knowing that the object or effect of them is (whether directly or indirectly) to enable or facilitate the contravention of…” –Impact on structuring of transactions, intragroup transfers Assistance, Circumvention, Facilitating and Enabling 11

12. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP US Exemptions and Licenses Exemption –Sanctions regulations do not apply License –Sanctions regulations apply, but OFAC has authorized certain transactions despite the regulations –General license » General authorization for anyone meeting the requirements set out by the license –Specific license » Special authorization from OFAC for which a company or individual must apply » Time-consuming process to obtain 12

13. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP EU Exemptions and Licenses Exemption –Grandfather clauses: obligations incurred before designation can sometimes be fulfilled License (financial sanctions) –Authorization from HM Treasury (or other domestic body) allowing an activity that otherwise would be forbidden – but must be within range of authorizations allowed by EU law –Can come with conditions or reporting requirements –General or individual and specific License (trade sanctions) –Export Control Organization (in UK): OGEL, SIEL, OIEL, more 13

14. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP US Penalties for OFAC Violations Civil fines up to $250,000 per transaction or twice the amount of the transaction, whichever is greater For willful violations, criminal fines up to $1 million and imprisonment up to 20 years per transaction Regulated entities, like banks, may face additional penalties There have been recent, significant enforcement actions against foreign companies, and press reports indicate more to come For example, the recent case of BNP Paribas shows a wide range of penalties: –Guilty plea, and $8.97 billion forfeiture + penalty –Loss of USD-clearing for some business units –Employee terminations –All BNP Paribas entities, not just US persons, have agreed to comply with US sanctions 14

15. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP EU Enforcement: UK Example Violations prosecuted by national authorities in criminal courts Criminal penalties –Fines –Imprisonment (up to 2 years) Other enforcements /punishment –Financial Conduct Authority can punish violations of its Principles of Business: important for firms to have proportionate systems and controls in place » UK Listing Authority has sent letters regarding Russia/Ukraine-related sanctions –HM Treasury can demand information and disclose to prosecutors, EU authorities –Export Control Organisation (part of BIS) can refuse licenses 15

16. US UKRAINE-RELATED SANCTIONS

17. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP US Ukraine-Related Sanctions Ukraine-related sanctions have been imposed under the authority of 4 separate executive orders –E.O. 13660 (March 6, 2014) authorizes sanctions against officials of the former Ukrainian government and persons engaged in or supporting separatist activities –E.O. 13661 (March 16, 2014) authorizes sanctions against Russian defense companies and certain Russian government officials –E.O. 13662 (March 20, 2014) authorizes sanctions against Russian companies in certain sectors of the Russian economy –E.O. 13685 (December 19, 2014) imposes an embargo on most U.S. imports and exports to Crimea and authorizes the Treasury Secretary to impose sanctions on companies and other entities operating in Crimea and on their leaders 17

18. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP US Ukraine-Related Sanctions The prohibitions have been implemented by OFAC in abbreviated form in the Ukraine Related Sanctions Regulations (31 CFR Part 589), which clarify some of the terms used in the Executive Orders and also authorize a few limited categories of activities that otherwise would be prohibited In addition, the US adopted new export controls aimed at the Russian oil and gas sector. These new sanctions ban the exportation from the US of a wide range of items for use in deepwater, Arctic offshore or shale projects that have the potential to produce oil or gas in Russia. The same restrictions apply to reexportation of such items from third countries if the items originated in the United States. 18

19. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Russia-Focused Sanctions Under E.O. 13661, blocking sanctions may be imposed on any person determined to –Be an official in the Russian government –Operate in Russia’s arms or related materiel sector –Support, assist or finance any person designated under this order Sanctions under this executive order have included blocking assets of –Russian officials –Russian businessmen and their companies, including financial institutions, seen as close to the Russian government and its high-ranking officials –Numerous Russian defense companies Additional individuals and entities may be designated by decision of Secretary of the Treasury in consultation with Secretary of State 19

20. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Sectoral Sanctions: Corporate Finance and Capital Markets Restrictions E.O. 13662 authorizes sectoral sanctions on the Russian economy Sectoral sanctions are authorized on the finance, defense and energy sectors –Other sectors, such as metals and mining, may be targeted in future US persons are prohibited from trading in or otherwise dealing in the following instruments –New equity or debt with a maturity of 30+ days (Directive 1) of » Bank of Moscow, Gazprombank, Russian Agricultural Bank, Sberbank, VEB and VTB Bank –New debt with a maturity of 90+ days (Directive 2) of » Gazprom Neft, Novatek, Rosneft and Transneft –New debt with a maturity of 30+ days (Directive 3) of » Rostec 20

21. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Sectoral Sanctions: Corporate Finance and Capital Markets Restrictions Sectoral sanctions do not apply: To equity or debt issued before the company was put on the SSI List To equity or debt raised by SSI entities for non-sanctioned clients To short-term debt of 90 (or 30) days’ maturity or less To ordinary bank deposits, but would generally apply to time deposits with a maturity of more than 90 (or 30) days General License 1a Authorizes US persons to transact in derivatives products whose value is linked to an underlying asset that constitutes otherwise prohibited debt or equity of an SSI entity Counterparty credit exposure to SSI entities as a result of such authorized derivatives transactions does not constitute new debt and is therefore permitted 21

22. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Sectoral Sanctions: M&A and Commercial Restrictions On December 11, 2014, OFAC issued a Frequently Asked Question providing guidance on extended payment terms for goods or services sold to entities that are subject to Directives 1 through 3 of the Sectoral Sanctions: –For an entity covered by Directive 1, 2 or 3, U.S. sellers may extend payment terms up to 30 days (or 90 days for Directive 2) from the date that title or ownership of the goods passes to the buyer –In the case of services, payment terms may be extended for 30 (or 90) days from the date of each final invoice –In the event that a U.S. person becomes aware that a sanctioned entity will not make payment in full when due, the U.S. person should contact OFAC to determine whether a license is required 22

23. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Sectoral Sanctions Oil Exploration and Production Directive 4 prohibits US persons from providing, exporting or reexporting goods, services (excluding financial services) or technology in support of exploration or production for deepwater, Arctic offshore or shale projects in Russia –Applies to Gazprom, Gazprom Neft, Lukoil, Surgutneftegas and Rosneft This supplements the export controls prohibiting exportation or reexportation of US-origin goods and technology for such projects General License 2 provides a wind-down period for existing contracts until September 26, 2014 The exception for financial services means that Directive 4 does not prohibit financing or insuring these projects – but financing for Gazprom Neft and Rosneft is restricted by Directive 2 23

24. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Sectoral Sanctions Oil Exploration and Production On November 18, 2014, and December 11, 2014, OFAC issued new FAQs providing guidance on the interpretation of Directive 4: –“Shale projects” means projects “that have the potential to produce oil from resources located in shale formations.” It does not affect projects that involve drilling through shale to reach oil in reservoirs underneath the shale. –“Production” means “lifting of oil to the surface and the gathering, treating, field processing, and field storage of such oil.” It does not affect the transportation of oil off the site or the refining of oil that has already been produced. –“Arctic offshore projects” means “projects that have the potential to produce oil in areas that (1) involve drilling operations originating offshore, and (2) are located above the Arctic Circle.” It does not affect drilling operations onshore that extend under the seabed. 24

25. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Embargo on trade with Crimea On December 19, 2014, the President issued Executive Order No. 13685, imposing an embargo on US trade with Crimea: –Crimean-origin goods, services or technology cannot be imported into the US –Goods, services or technology cannot be exported to Crimea, directly or indirectly, from the US or by US persons wherever located In December 2014 and January 2015, OFAC issued general licenses that authorize exports of food and certain medical supplies to Crimea, noncommercial personal remittances to Crimea, operation of noncommercial bank accounts for individuals resident in Crimea, and certain transactions related to telecommunications and mail 25

26. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Embargo on trade with Crimea In January 2015, the US Commerce Department’s Bureau of Industry and Security (BIS) amended the Export Administration Regulations to require a license for the exportation or reexportation of most US-origin items, other than food or medicine, to Crimea – and adopted a policy that such licenses will generally be denied US companies comply with these restrictions, for example: –MasterCard and Visa suspended service for Russian banks in Crimea –Apple and Google blocked their services (incl. App Store and Google Play) and payments in Crimea –PayPal ceased to provide its payment services to customers in Crimea 26

27. EU UKRAINE-RELATED SANCTIONS

28. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP EU Russia/Ukraine-Related Sanctions 4 sanctions regimes working in parallel –Regime I: Targets individuals associated with the former Ukrainian government –Regime II: Targets political figures from Crimea and Russia, members of Russian military, and companies associated with these figures –Regime III: Targets businesses and entities in Crimea and Sevastopol –Regime IV: Targets certain Russian industries and imposes trade and financial restrictions Regimes I and II impose an asset freeze; Regime II also imposes travel bans Regimes III and IV impose sectoral trade and finance restrictions Licenses are available in very limited circumstances 28

29. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regimes I and II – Asset Freeze EU persons – includes persons within the EU as well as EU nationals anywhere in the world – are prohibited from –Dealing in funds or economic resources that belong to or are controlled or held by the listed individuals and entities –Making funds or economic resources available to, or for the benefit of, the listed individuals and entities, whether directly or indirectly Different language, but same meaning, across the Regulations 29

30. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime III – Crimea-Targeted Sanctions Restrictions on investment and exports relating to transport, telecommunications, energy industries and the exploitation of oil, gas or mineral resources in Crimea or Sevastopol –Prohibition on providing financing loans, acquisitions of shares and other interests and creation of joint ventures in relation to these industries Prohibition on importing into the EU goods originating in Crimea or Sevastopol, or providing financing, financial assistance or insurance in respect of such imports Prohibition on sale, supply, transfer and export of certain listed goods for use in Crimea or Sevastopol Exceptions for transactions entered into or contracts agreed before 20 December 2014 30

31. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime III – Crimea-Targeted Sanctions On December 18, 2014, the EU published Council Regulation (EU) 1351/2014, which extended the Crimea-targeted sanctions. New restrictions include prohibitions on: –Investment in real estate located in Crimea or Sevastopol –Investment in entities located in Crimea or Sevastopol, or entering into joint ventures with such entities –Providing loans, credit or financing to entities located in Crimea or Sevastopol –Providing investment services directly related to any of the above activities –Providing services related to tourism activities in Crimea or Sevastopol Introduction of a broader list of prohibited goods for the restricted industries in Crimea and Sevastopol 31

32. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime IV – Arms embargo and restrictions on oil industry Arms embargo –Military and dual-use goods –Includes restrictions on the provision of technical assistance and financial assistance for the sale, supply, transfer or export of military and dual-use goods Restrictions on oil industry technology –Authorization required for the sale, supply, transfer or export of certain listed oil industry-related technologies, goods and services for use in Russia, or related financial or technical assistance –No authorization available for: » Oil exploration and production in waters deeper than 150 metres 32

33. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime IV – Arms embargo and restrictions on oil industry » Oil exploration and production in the offshore area north of the Arctic Circle » Projects that have the potential to produce oil from resources located in shale formations by way of hydraulic fracturing but excluding “exploration and production through shale formations to locate or extract oil from non- shale reservoirs” 33

34. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime IV – Capital Markets Restrictions Capital market restrictions apply to listed banks, defence companies and oil companies: –Banks: Sberbank, VTB Bank, Gazprombank, VEB, Russian Agricultural Bank –Defense companies: OPK Oboronprom, United Aircraft Corporation, Uralvagonzavod –Oil companies: Rosneft, Gazprom Neft, Transneft Restrictions also apply to non-EU subsidiaries (more than 50%) or those acting on their behalf No other transactions or dealings with these entities are prohibited 34

35. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime IV – Capital Markets Restrictions Prohibition on providing loans and credits of greater than 30 days’ maturity –Exemption for financing EU-Russia imports, exports and non- financial services (“TRADE FINANCE EXEMPTION”) emergency funding for EU subsidiaries of the listed banks (“EMERGENCY FUNDING EXEMPTONS”) –BUT regulation specifically forbids using the EMERGENCY FUNDING EXEMPTION to fund the listed companies Prohibition on selling, providing investment services or assistance in the issuance of, or otherwise dealing with transferable securities and money-market instruments with a maturity exceeding 30 days issued by listed entities after 12 September 2014 (90 days for issues between 1 August and 14 September) 35

36. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime IV – Capital Markets Restrictions Transferable securities: –classes of securities which are negotiable on the capital market but NOT instruments of payment –Including: » shares and depositary receipts in respect of shares » bonds or other forms of securitized debt » any other securities giving the right to acquire or sell any such transferable securities or giving rise to a cash settlement 36

37. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Regime IV – Capital Markets Restrictions Money-market instruments: –classes of instruments which are normally dealt in on the money market BUT not instruments of payment –Including: » treasury bills » certificates of deposit » commercial paper 37

38. EFFECTS ON M&A, CORPORATE FINANCE AND CAPITAL MARKETS TRANSACTIONS

39. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Russian branches, offices, subsidiaries of a US or EU company and US/EU citizens working in a Russian company US and EU sanctions apply to US and EU companies, including their non-US or non-EU offices or branches, anywhere in the world –Generally do not apply to independent subsidiaries of US or EU companies established in non-US or non-EU jurisdictions, as long as the parent company is not involved in the transaction US and EU citizens (green card holders with respect to the US) must comply with the sanctions regime everywhere in the world, including if they are employees of a Russian company US and EU citizens (green card holders with respect to the US) being board members of a Russian company should refrain from consideration and approval of sanctions - restricted transactions 39

40. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP US and EU Personnel of a Sanctioned Entity US persons are prohibited from dealing with blocked entities, including the provision of services –Accordingly, US persons would be prohibited from serving as directors or officers of a blocked entity US persons working for SSI entities must not participate in the issuance of new long-term debt or equity of the SSI entity EU persons who are employees or board members of sanctioned entities must comply with EU sanctions, wherever they act EU persons working for Regime IV (sectoral sanctions) entities must not participate in the issuance of new long-term debt or equity of the entity 40

41. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Listed Securities in a Sanctions Jurisdiction Listing of a non-US company’s securities in the US does not trigger an obligation to comply with US sanctions laws. But: –All activities or businesses that take place (in whole or in part) within the territory of the US will be subject to US sanctions –Companies organized under the law of the US must comply with US sanctions laws anywhere in the world Listing of a non-EU company’s securities in the EU does not trigger an obligation to comply with EU sanctions laws. But: –All activities or businesses that take place (in whole or in part) within the territory of the EU will be subject to EU sanctions –Companies organized under the law of a EU jurisdiction must comply with EU sanctions laws anywhere in the world 41

42. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Repaying Loans If the borrower becomes a blocked person, is it possible for the lender to keep receiving regular payments of interest and principal? All payments, whether principal or interest, must be blocked May be possible to obtain specific license from OFAC to release blocked funds for settlement of obligations May be possible to obtain authorization to release frozen funds to make these payments but not automatic right DVB Bank SE (DVB) and others v. Shere Shipping Company Limited and others [2013] EWHC 2321 (Comm) – entities designated by EU sanctions regulations cannot use those sanctions as a reason for refusing to repay debts due under agreements made before the EU Regulations came into effect 42

43. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Trade in Shares or Debt in a Designated Company (US sanctions) Trade in shares of a blocked company is prohibited Short-term debt of an SSI company of 90 (30) days’ maturity or less is permitted Trade in newly issued shares of a company on the SSI List is forbidden, but existing shares may be bought and sold Exception under General License 1: It is allowed to transact in derivatives products linked to debt or equity of an SSI entity Credit exposure to SSI entities as a result of an authorised derivative transaction is permitted 43

44. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Trade in Shares or Debt in a Designated Company (EU sanctions) Trade in shares of companies listed under Regimes I and II is not unlawful but may be difficult in practice Trade in newly issued shares of a company subject to Regime IV (sectoral sanctions) is forbidden, but existing shares may be bought and sold Short term debt of 30 days’ or less maturity to a company under Regime IV (other than listed companies) is permitted Prohibition on dealing with transferable securities and money-market instruments with a maturity exceeding 30 days issued by listed entities after 12 September 2014 (90 days for issues between 1 August and 14 September) Derivatives which give the right to acquire or sell a restricted transferable security or money market instrument (such as options, futures, warrants) are also prohibited by Regime IV 44

45. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Prohibited Banking Transactions Scope of prohibition on “financial assistance” for sale, supply, transfer or export of military goods or restricted oil and gas goods to Russia is currently unclear EU has only provided limited guidance on what “financial assistance” includes, for example: –issuing letters of guarantee or credit linked to such transactions would be “financial assistance” –banks making payments on a client’s instructions relating to a prohibited transaction could potentially be providing “financial assistance” Derivative transactions which have the effect of financing a restricted transaction may be considered “financial assistance” 45

46. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP M&A Transactions with SSI Entities Purchases of newly issued shares of an SSI entity are restricted, but no restrictions on buying a direct or indirect subsidiary of an SSI entity, so long as the subsidiary’s shares were issued prior to the effective date of sanctions Purchase price retention by SSI entity cannot exceed 30/90 days, but cash escrow should be possible Purchase price retention by SSI entity will probably be permitted if consistent with normal business practice, but cannot be used to circumvent restriction on new loans; cash escrow is permitted 46

47. PRIVILEGED & CONFIDENTIAL © Copyright 2014 Debevoise & Plimpton LLP Compliance Policies Need for clear, detailed and tailored risk-based compliance policy –Effective company-wide understanding of sanctions compliance obligations and legal, regulatory and internal policy requirements that apply to the business –Internal controls – continuously monitor and respond to legislation changes and company’s business in timely fashion –Early detection – potential mitigation Key considerations: type of business, jurisdiction of company’s operation, nature and location of counterparties 47

48. Questions?

49. 49 Contacts Satish Kini Partner, New York smkini@debevoise.com +1 202 383 8190 Alan Kartashkin Partner, Moscow akartashkin@debevoise.com +7 495 139 4004 Lord (Peter) Goldsmith, QC, PC Partner, London phgoldsmith@debevoise.com +44 20 7786 9088 500078783