A Globalized National Law Firm Dimitry Afanasiev Chairman, Egorov Puginsky Afanasiev & Partners

Global Top-100 Among the global top-100 law firms: from the USA from Great Britain 4 4 from Australia 1 1 from Canada, France, Spain and Holland

Прибыль The total income of the top-100 law firms in 2007 Leaders are Clifford Chance ($2.2 bln) and Linklaters ($2.1 bln). $67.4 bln Total Income Source: The American Lawyer

Average income per partner in leading global law firms (Linklaters, Slaughter and May, Wiley Rein): $1.3+ mln $1.3+ mln A year income of the best lawyers in the City $4+ mln $4+ mln Income per Partner

In 2007 the leading 250 law firms in the United States had lawyers in their abroad offices. Globalization of the Legal Business

The most globalized law firm in the world is Baker & McKenzie with abroad staff of lawyers 81% or 81% of all lawyers working in the firm Globalization Activists

Anglo-American Dominance in the Legal Market 1. Transnational companies reign the world economy; 2. They are listed at the stock exchanges in New-York and London, use English in documentation under the American or British jurisdiction; 3. Legal magnetism of the UK courts; 4. Leading role of the USA and American legal system in shaping international legal framework; 5. Cultural and historic reasons.

Why Business Goes Offshore? 1.Impractical laws 2.Inefficient courts

Judicial Reform 1. Promote prestige of being a judge and provide adequate pay for judges; 2. Ensure the inevitability, not severity of punishment; 3. Bring in a fresh generation of personnel.

Asia & Australia Africa CIS Latin America 22% 11% 52% North America 6% 2% 3% 4% CEE Western Europe Total assets value: $ 59 bln. Total number of subsidiaries and branches: 630 Source: NTV, Segodnya, 24 Feb Geography of Russian Assets Abroad

YearTargetPlaceBuyer Value, $ mln SUAL and aluminum assets of Glencore GlobalRussian Aluminum LionOreCanadaNorilsk Nickel Oregon Steel MillsUSAEvraz Group SulzerSwitzerlandRenova Group StrabagAustriaBasic Element Magna InternationalCanadaBasic Element HediardFranceLuxadvor Energetic Source SPAItalyRenova Group DufercoGlobalSteel Invest & Finance S.A. (NLMK) HighveldSouth AfricaEvraz Group700 Source: M&A-Intelligence Group of Mergers & Acquisitions magazine, Russia " TOP-10 Russian Acquisitions Abroad in

Main Impediments 1)Lack of long-term low-cost capital funding from within Russia; 2)Lack of international M&A experience at any corporate level in Russia except at the very top; 3)Cross-cultural difficulties; 4)Russias image abroad; 5) Lack of established network of key players: counsel, investment banker, PR adviser, accountant, as well as personal networks in the target industries.

How to Win the Battle 1.Learn the target market. 2.Let the target market learn about you. 3.Start the learning curve early on the regulatory issues. 4.Expect to play the local game. 5.Choose the right people.

-Italy: Bonelli Erede Pappalardo -France: Bredin Prat -Netherlands: De Brauw Blackstone Westbroek -Germany: Hengeler Mueller -Sweden and Scandinavia: Mannheimer Swartling -Austria: Schönherr -Great Britain: Slaughter and May -Spain: Uría Menéndez -USA: Wachtell Lipton -Russia: Egorov Puginsky Afanasiev & Partners Work in Coalitions: Best + Best

The Best Friends Network: Who We Are 1.Leading independent firms; 2.Not a fixed group, no exclusive arrangements; 3.Firms with a common purpose and focus: quality culture 4.Establish integrated teams of lawyers to provide a seamless cross-border service.

Role of the Local Counsel in the Integrated Team 1.Advising client in negotiations; 2.Coordination of the integrated team of foreign advisers (best+best) 3.Due diligence of local assets; 4.Antitrust clearance; 5.Legal advise of issues subjected to the home jurisdiction (i.e. labor issues); 6.GR: Relations with federal and local authorities, municipalities.

Our Experience 2006: Advising global top-3 aluminium producer RUSAL on its USD 30 bln merger with SUAL of Russia and Glencore of Switzerland creating United Company RUSAL. EPA&P + Ashurst (UK) 2007: Advised Basic Element, a major investment group in Russia, on the acquisition of a 30 percent stake in STRABAG, European leader in construction, in a 1.2 bln Euros deal. EPA&P + Bryan Cave (USA), Schoenherr (Austria) 2007: Advised on acquisition of shares in German leader in construction Hochtief. EPA&P + Gleiss Lutz (Germany) 2007: Advised RM Systems, a major Russian automotive holding owning GAZ Group, on the USD 1,53 bln private equity deal for the shares of NYSE-listed Magna International, the world's leading auto components manufacturer. EPA&P + Cravath (USA) 2008: Advised UC RUSAL on a recently announced acquisition of strategic stake in Norilsk Nickel from ONEXIM Group. EPA&P + Ashurst (UK)