Valinor Public Limited - Dom Maklerski BZ WBK SA

History and Development of the GroupThe foundations of the Group’s business were formed in 2006 by the establishment of anagricultural trading, logistics and production business (the “Former Group”) by certainmembers of the former management team of Yugtranzitservis Group (the “YTS Group”),one of the largest agricultural production and trading businesses in Russia. Mr. KirillPodolskiy, who controls the majority of shares in the Company, established the YTS Groupin 1997 together with certain other investors. In 2006, he left the YTS Group to establish theFormer Group. In 2008, the Former Group assumed control of the YTS Group and, as aresult, acquired an additional approximately 180,000 hectares of agricultural land formerlycontrolled by the YTS Group.Until the end of 2010, the Group was part of the Former Group. Trading operations forcereals and oilseeds in the Former Group were carried out by Valars Holding Limited("VHL"), Valars SA, LLC “Valary-Trade”, LLC “Valary”, LLC “Volary”, LLC “Volary-Agro” and LLC “Volary Export”. These companies purchased agricultural products fromboth Valinor-controlled farming companies and independent third parties. Certain companiesin the Former Group were involved in production activities and some of these companieswere under the direct or indirect control of companies involved in trading and logisticactivities.In order to separate the production and trading activities of the Former Group, at the end of2010 a restructuring was commenced (the “Restructuring”). As a part of this restructuring,the Company was incorporated on 21 September 2010 and companies of the Former Groupthat were involved in production activities were, pursuant to a subscription agreementbetween the Selling Shareholder and the Company dated 9 December 2010, transferred to theCompany for cash consideration or as an in kind contribution. Under the terms of thissubscription agreement, the Selling Shareholder transferred to the Company the ownership ofthe Former Group’s subsidiaries which were engaged in agricultural production at an agreedsubscription price of USD 228,498,678 and, in exchange, the Company issued to the SellingShareholder 34,867,860 Shares. In order to give effect to the arrangements contemplated bythe subscription agreement, a series of sale and purchase agreements, governed by eitherCypriot, Russian or Ukrainian law, between various members of the Group, as purchaser, andvarious holding and sub-holding companies of the trading companies and other third parties,as sellers, were entered into.As a result, the Company became the holding company of the Group and currently holds allthe Former Group’s agricultural production assets. Companies of the Former Group that wereinvolved in trading activities are now owned separately by the Selling Shareholder, in a groupreferred to as the "Valars Group", and do not form part of the Group.The Group’s current portfolio of land was formed from three main sources. In addition to theapproximately 180,000 hectares previously under the control of the YTS Group, a furtherapproximately 152,000 hectares was acquired by members of the Former Group from varioussources in 2008 and 2009 and a further approximately 27,000 hectares was acquired by theGroup as a result of the Restructuring.- 2 -