(1) qibs that are qps (each as defined below) or (2

LIMITATION ON ENFORCEABILITY OF CIVIL LIABILITIESOur presence outside the United Kingdom and United States may limit your legal recourse against us. We donot have a presence in the United Kingdom or the United States and are incorporated under the laws of the RussianFederation. Most of our directors and executive officers named in this prospectus reside outside theUnited Kingdom and United States, principally, in Russia and Norway. All or a substantial portion of ourassets and the assets of our officers and directors are also located outside the United Kingdom and United States. Asa result, it may not be possible for the Issuer or the Trustee, acting on behalf of Noteholders to:kkeffect service of process within the United Kingdom or United States on us or on our officers anddirectors named; orobtain or enforce English or U.S. court judgments against us, our officers and our directors on anybasis, including actions under the civil liability provisions of U.K. or U.S. securities laws.Under the terms of the Loan Agreements, we will appoint an agent for service of process in London, Englandfor claims under the Loan Agreements. It is possible that a Russian court will not recognize this appointment. We donot appoint an agent for service of process in the United States. Subject to the terms of the Trust Deeds, noNoteholder will have any entitlement to enforce any of the provisions of the Loan Agreements or have directrecourse to our company, except through action by the Trustee under the Security Interests. Neither the Issuer northe Trustee under the Loan Administration Transfer will be required to enter into proceedings to enforce paymentunder the Loan Agreements unless it has been indemnified and/or secured by the Noteholders to its satisfactionagainst all liabilities, proceedings, claims and demands to which it may thereby become liable and all costs, chargesand expenses which may be incurred by it in connection therewith.It may be difficult for the Issuer or the Trustee, acting on behalf of Noteholders, to enforce, in originalactions brought in courts in jurisdictions located outside the United Kingdom or United States, liabilities predicatedupon the U.K. or U.S. securities laws. In addition, judgments rendered by a court in any jurisdiction outside theRussian Federation will be recognized by courts in Russia only if an international treaty providing for therecognition and enforcement of judgments in civil cases exists between the Russian Federation and the countrywhere the judgment is rendered. No such treaty exists between the United States and the Russian Federation, orbetween the United Kingdom and the Russian Federation, for the reciprocal recognition and enforcement of foreigncourt judgments in civil and commercial matters. These limitations may deprive the Issuer or the Trustee ofeffective legal recourse for claims related to your investment in the Notes.The Loan Agreements provide that if any dispute or difference arises from or in connection with the relevantLoan Agreement, the Issuer will, by notice in writing to our company, settle the claim by arbitration in accordancewith the Rules of Arbitration of the London Court of International Arbitration, also known as LCIA. The seat of anysuch arbitration will be London, England. The Russian Federation is a party to the United Nations (New York)Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the “New York Convention”).Consequently, an arbitral award from an arbitral tribunal in the United Kingdom and United States would generallybe recognized and enforced in the Russian Federation on the basis of the rules of the New York Convention.However, it may be difficult to enforce arbitral awards in the Russian Federation due to:kkkthe limited experience of Russian courts in international commercial transactions;official and unofficial political resistance to the enforcement of awards against Russian companies infavor of foreign investors; andthe inability of Russian courts to enforce such orders and corruption.See “Risk Factors—Risks Related to the Legal and Regulatory Environment in Russia and the CIS—Lack ofindependence and experience of the judiciary, difficulty of enforcing court decisions, the unpredictableacknowledgement and enforcement of foreign court judgments or arbitral awards in Russia and the CIS andgovernmental discretion in enforcing claims give rise to significant uncertainties.”Russian courts generally only recognize foreign court judgments or arbitral awards pursuant to bilateral ormultilateral treaty arrangements. In addition, Russian courts have limited experience in the enforcement of foreigncourt judgments. The possible need to re-litigate on the merits in the Russian Federation a court judgment obtainedelsewhere may significantly delay the enforcement of such judgment. Under current Russian law, certain amountsmay be payable upon the initiation of any action or proceeding related to the relevant Loan in any Russian court.These amounts in many instances depend on the amount of the relevant claim.v