THE FIRM

GRATA International is an international law firm founded in 1992 and it is now a leading legal counsel in

the Eurasian region.

Rapidly growing, GRATA International currently comprises over 100 local lawyers, almost all with second

law degrees from the UK, USA or other western leading universities.

GRATA International has offices in Kazakhstan (Almaty, Astana and other largest cities), Russia (Moscow),

Azerbaijan (Baku), Kyrgyzstan (Bishkek), Tajikistan (Dushanbe), Uzbekistan (Tashkent), as well as country

desks in Georgia (Tbilisi), Mongolia (Ulaanbaatar) and Turkmenistan (Ashgabat). GRATA International also

has associated offices in Belarus (Minsk), Czech Republic (Prague), Latvia (Riga), Turkey (Istanbul),

Switzerland (Zurich) and Ukraine (Kyiv).

GRATA International's team aims to set the standard for legal support and to online monitor the needs of

our clients and to provide them with individualized legal solutions in order to help them carve out

a leading market niche.

The ability to provide legal services which offer value for money and our understanding of the peculiarities

of doing business in CIS countries.

Our clients are the largest local and international banks and companies from different industry sectors that

have trusted GRATA's knowledge and expertise for more than 20 years now.

Lawyers of GRATA International have been recognized by leading international ratings including The Legal

500, Chambers Global, Chambers Asia-Pacific, IFLR1000, Who's Who legal, Asialaw Profiles.

The lawyers of GRATA International provide access to top-tier legal talents with experience in the following sectors:

Banking & Finance

Construction & Infrastructure

Industry & Trade

Natural Resources

Telecommunication & Transport

GRATA International is a full service law firm with the following areas of expertise:

Antitrust Law

Contract Law

Corporate Law

Dispute Resolution

Environmental Law

Finance & Securities

Intellectual Property

International Trade, Customs and WTO Law

Labour Law

Licenses & Permits

Project Finance and Public-Private Partnership (PPP)

Real Estate

Restructuring and Insolvency

Subsoil Use

Tax Law

GRATA INTERNATIONAL LAW FIRM IN MOSCOW

MOSCOW OFFICE

Being the largest of the CIS countries with immense opportunities for business and large-scale projects,

according to the annual World Bank reports, Russia has made the greatest progress among the largest

emerging economies in implementing policies to improve its investment climate in recent years. The ever-

closer integration of Russia, Kazakhstan and Belarus that started with the establishment of the Customs

Union and is deepening with the creation of the Eurasian Economic Union promotes the constant growth

of trade turnover and mutual investments and creates new opportunities and challenges for business.

Having been at the cutting edge of regional developments ever since its establishment, and constantly

striving to extend the scope of its services to clients, at the beginning of 2014 GRATA International opened

its office in Moscow.

The attorneys of GRATA International's Moscow office, relying on their versatile expertise and qualification

in Russian law and ability to draw on the internationally recognized expertise of the GRATA International

network, provide legal support to clients' activities in various sectors and industries, including FMCG

manufacturing and sales, the pharmaceutical industry, real estate and construction, banking and finance

and subsoil use. They are also able to provide assistance in connection with cross-border M&A and

financial transactions, capital markets projects and project finance in the Eurasian Economic Union and

Caspian regions, thus demonstrating the key strengths of the firm: the ability to handle the most complex

multi-jurisdictional assignments in a cost-efficient manner while delivering high-quality results.

OUR SERVICES

Our firm offers clients legal services in the following key areas:

Corporate Law

Advising on choosing an organizational form for doing business in Russia;

Providing establishment of legal entities (i.e., joint ventures), including preparing charters and

shareholder agreements and providing for the state registration of entities and shares' issues, and

reorganization thereof;

Providing for opening of branches and representative offices;

Legal due diligence in the framework of sale and purchase of companies' shares and assets and

investment projects;

Structuring and full legal support of M&A transactions, including transaction structuring, development of

sale and purchase agreements and other transaction documents and obtaining the preliminary consent

of the antitrust authority;

Development of internal documents of legal entities.

Commercial Law

Development and review of distribution, sale and purchase, agency, works, services and other

agreements;

Obtaining a preliminary approval of the antimonopoly authority of terms and conditions of agreements

and other documents that restrict or may restrict competition;

Development/reviewing of policies on choice of counterparties and commercial policies with a view of

antitrust law and tax authorities requirements;

Legal due diligence of candidates for distributorship/dealership and other counterparties;

Advising on requirements and restrictions in connection with import and circulation in Russia of certain

goods;

Advising on compliance of advertising and marketing materials and events;

Advising on compliance of product labelling and packaging;

Advising on intellectual property protection issues;

Providing for inclusion of trademarks and other intellectual property in the customs register of

intellectual property objects;

Pre-judicial settlement of disputes with counterparties and of consumer claims.

Tax Law

Tax consulting relating to application of tax legislation, including taxation of M&A transactions, taxation

of securities market transactions, tax exemptions, taxation of individuals.

Tax dispute resolution, in particular:

- legal support during in-house and on-site tax audits;

- drafting of objections to a tax audit report and participation in consideration of audit

materials by a tax authority;

- drafting of appeals against a decision of a tax authority to higher tax authority and judicial;

- client representation regarding refund of export VAT;

- drafting of claims for recovery of accrued amounts to be prohibited until the decision of court is issued;

- client representation in all court instances;

- recovery of judicial representation costs.

Transfer pricing issues, among them audit of company's transactions with related parties and

transactions treated as equivalent to related-party transactions to identify controlled transactions,

preparing notifications on controlled transactions and the documents confirming them, drafting pricing

agreement and legal support during negotiations with tax authority;

Tax audit/tax due diligence for the purpose of identification of tax risks and tax overpayments, among

them legal support for recovering and offsetting overpaid corporate taxes;

Elaboration of solutions to enable companies to structure their activities tax effectively (tax planning);

Legal protection before the law enforcement authorities that apply legislation on criminal liability in

the tax sphere.

Real Estate and Construction

Structuring of acquisitions and dispositions of real estate, participation of investors in real estate

projects, including tax structuring and corporate advice;

Comprehensive legal due diligence of real estate assets and development projects under

construction;

Coordination and support for sale and purchase and other transactions with real estate including

preparation of all necessary transactional documentation, negotiation and closing;

Representing tenants at all stages of lease agreements negotiation and closing;

Advising business centre owners and property managers on preparation of standard lease

documentation, negotiation with tenants, operation and joint use of common facilities, establishment of

servitudes and development of other mechanisms for protection of real estate owner interests;

Advising on and support of financing the development projects and their refinancing;

Drafting of and assisting with negotiation, execution and fulfilment of design, build and other

construction works and services agreements necessary for completion of a construction or renovation

project, including adaptation and use in Russia of various international construction contractual forms;

Providing for the state registration of rights to real estate and support of other registration procedures,

including interaction with the state and municipal bodies, cadastral registration authorities in the course

of the cadastral registration and state registration of new facilities;

Representing clients in courts of all instances as well as in the course of arbitration and third party

settlement procedures.

Dispute Resolution

Pre-judicial settlement of disputes, mediation in order to settle disputes amicably without recourse to

courts;

Development of case theory and advising on the perspectives and strategy of litigation in the light of

further enforcement of rulings in relevant jurisdictions;

Representation of interests in courts of general jurisdiction and commercial courts of all instances;

Representation in domestic and international arbitration;

Enforcement of court rulings and foreign arbitral awards in Russia, representation in course of

enforcement proceedings;

Legal representation in course of state audits during administrative and court proceedings.

Customs Regulation and Foreign Trade Activity

Legal advising on customs regulation, including:

- application of customs duties and taxes to imported goods;

- application of customs benefits and preferences;

- determination and adjustment of customs value;

- choice of the best customs procedure;

Structuring of foreign transactions (between Russian and non-Russian parties);

Preparation of applications for preliminary decision on classification of goods including supplied

equipment disassembly;

Preparation of documents necessary for application of customs processing procedures;

Drafting of foreign trade contracts;

Customs compliance;

Preparation of documents for entry of a trademark to the customs registrar of intellectual property;

Assistance in refund of customs duties that have been paid or imposed in excess;

Appealing against the decisions of customs authorities in high-level customs administration and/or

court;

Preparation of applications for adjustment (increase or decrease) of customs duties for specific kind of

goods.

Employment Law

Development of bylaws, internal policies, model employment contracts, HR documentation;

Advising on adaptation and implementation of internal policies of foreign companies in Russian

subsidiaries;

Advising on engaging foreign employees, legal support in migration procedures, legal due diligence of

authorizations obtained and compliance with migration formalities by employers;

Audit of HR documentation in order to reveal and eliminate defects and avoid sanctions imposed by

controlling authorities;

Ongoing support of employers on employment matters on a daily basis and/or as complex issues arise,

including in course of redundancy, dismissals, and dissolution of companies;

Legal support of employers in course of state labour audits, i.e., by labour inspection, prosecutors, etc.;

Pre-judicial settlement and representation in courts on labour and labour related disputes.

Finance and Banking

Structuring and legal support of business financing (including contributions to the property and charter

capital, loans and securities issuing);

Advising on banking and currency regulation;

Structuring and legal support of assignment of rights of claim and debt restructuring;

Representing in the course of insolvency procedures.

GRATA MOSCOW OFFICE TEAM EXPERTISE

Corporate Law, Mergers and Acquisitions and Investment Projects

Advising an international group of companies (medical services) in connection with reorganization of the business in Russia and structuring a joint venture with a Russian partner;

Advising a Russian subsidiary of a Swedish manufacturer of equipment on reorganization a CJSC into an

LLC;

Representing a major investment fund in connection with the acquisition of a stake in a Russian

broadcasting company (i.e., preparing and negotiating the shareholders' agreement and reviewing and

negating other transaction documents);

Representing a Russian state corporation in connection with its investment projects (i.e., preparing and

negotiating investment, shareholders' and security agreements and conducting due diligence of target

companies);

Advising a private equity fund in connection with the acquisition of shares of a Russian bank (i.e., preparing the sale and purchase of the shares and share pledge agreements);

Representing an investment fund in connection with its joint venture with a Russian construction

holding (preparing and negotiating shareholders agreement, pledge and loan agreements and

guarantees as well as preparing and reviewing corporate approvals);

Advising a private equity fund in connection with the sale of participatory interests in a Russian LLC

(reviewing and negotiating the transaction documents).

Commercial Contracts and Regulatory Aspects

Preparing a model distribution agreement and the policy for distributors selection for a Russian

subsidiary of a Swiss production equipment manufacturer;

Advising a Russian subsidiary of a major international medical devices manufacturer on its day-to-day

activities (including contracts, state procurement issues, advertising and protection of intellectual

property);

Advising a Russian subsidiary of a major international pharmaceutical company regarding distribution

and promotion of its products in Russia (in particular preparing model distribution and marketing

services agreements);

Advising international and European pharmaceutical companies regarding clinical trials contracts and

collaboration with health care professionals;

Advising a leading international manufacturer of sportswear regarding certification and state registration

of its products in Russia;

Advising a leading international manufacturer of jeans regarding advertising and labelling of its products

in Russia;

Advising an international provider of design, production and support of innovative solutions services in

aerospace on anticorruption compliance under Russian law;

Advising a leading European automotive manufacturer regarding structuring contractual relations in

Russia;

Advising a Kazakhstani automotive manufacturer regarding customs aspects of import of vehicles in

Russia.

Taxation

Advising one of the world's largest automotive manufacturers regarding tax regimes applicable to

the import of vehicles in Russia and developing the most adequate scheme of import in terms of

taxation;

Advising a Russian official distributor of German farm machinery regarding taxation issues related to

warranty repairs;

Advising the largest Russian manufacturer and seller of sportswear regarding taxation of its products

manufactured outside Russia and subsequent import thereof into the country;

Advising one of the largest Russian manufacturers of confectionery products regarding VAT refund

issues;

Advising one of the largest Russian companies regarding import and sale of frozen seafood and

applicable tax regimes when developing an adequate business structure;

Representing one of the world's largest manufacturers of ceramic ware in tax litigation in connection

with license fee recordkeeping;

Representing one of the largest Russian manufacturers of polyethylene products in a tax case related to

recordkeeping of marketing and leased property insurance costs and expenses.

Real Estate and Construction

Conducting due diligence of a mixed-use development project in the Moscow region in the interests of

a foreign investment fund and advising on structuring the proposed investment into the development

project, including corporate structure and the issues of financing of the project;

Advising a foreign investor in connection with contemplated participation in the tenders organised by

the Government of Moscow for development of industrial zones in Moscow, as well as on the issues of

financing of development projects implementation;

Advising a foreign real estate fund and its affiliated entities in Russia in relation to on-going operation

and management of the real estate assets in Russia, including settlement of disputes with owners of

neighbouring property and tenants;

Advising a foreign Embassy on acquisition of buildings and land in the Moscow region for location of

the ambassador residence;

Advising one of the major world manufacturers of agricultural equipment in connection with

premature termination of the office lease agreement;

Advising a foreign engineering company on complex legal issues in connection with its activities in

Russia;

Representing a prominent international consulting company regarding an agreement for project

management services in connection with the expansion of a trade and entertainment complex in

Moscow;

Advising a Russian development company on specific issues related to re-development of the sports

complex in Moscow, including renovation of the stadium and other recreational facilities and

construction of the new premises intended for commercial use, and on negotiation of general contractor

agreements;

Legal support of siting of production facilities and offices, negotiation of lease agreements, conversion

of facilities, capital repairs as part of a project for establishing a Russian subsidiary of one of the world's

leading automotive manufacturers;

Representing a foreign investment fund in their acquisition of a class A office building in Moscow;

Legal support in connection with the siting of the headquarters of a Russian subsidiary of a European

automotive manufacturer, including lease of the building, architectural planning works, general

construction works, finishing works;

Advising a major global entertainment firm with regard to leasing of new office premises in Moscow;

Advising a leading world manufacturer of agricultural equipment and machinery on acquisition and

lease of land sites and premises for location of production facilities in Russia;

Advising a leading European retail group with regard to acquisition of a site for construction of

a shopping mall, and on negotiation of an investment agreement with the co-investor;

Advising a foreign manufacturer of heavy vehicles when implementing a project for the acquisition of

a building and adjacent facilities for the purpose of opening a service centre in Moscow region;

Legal support of encumbrance (pledge, mortgage) of real estate assets as a security under international

commercial and financing contracts with Russian banks.

Dispute resolution

Representing a Russian dealer of one of the largest world's automotive manufacturers in proceedings in

connection with the protection of the rights of vehicles' purchasers;

Representing a Russian business unit of a large European pharmaceutical company during the pre-trial

and court settlement of labour disputes related to the dismissal of personnel;

Contesting a decision of the Department of the Federal Supervisory Service for Healthcare for Moscow

and the Moscow Region on holding a Russian business unit of an international pharmaceutical

company administratively liable for violating licensing terms and conditions when conducting its

business activity;

Representing a Russian manufacturer of agricultural products in legal proceedings regarding a claim for

invalidity of real estate purchase and sale contracts entered into in the course of implementing a project

for the acquisition of municipal lands;

Representing a Russian manufacturer of agricultural products in legal proceedings initiated by

a municipal authority claiming for invalidity of a registered ownership of non-residential premises;

Representing a Russian manufacturer of agricultural products in legal proceedings in connection with

contesting the decisions of the Department of the Federal Service for State Registration, Cadaster and

Cartography for the Moscow Region on the state registration of a restriction on disposal of a land plot as

well as a decision of the municipal district administration (Moscow Region) on refusal to let land plots

into lease.

Employment Relations

Preparing employment agreements for a Russian unit of an international business consulting group of

companies;

Adapting and implementing standard policies of a European pharmaceutical company in Russia;

Advising a Russian division of an international association in connection with personal data processing

issues (i.e., preparing model documents);

Day-to-day support of a Russian production subdivision of one of the world's leading automotive

manufacturers on all matters related to labour relations (including employment discipline, dismissals,

etc.) and related issues (technical regulation, labour safety, etc.);

Staff reduction, dismissals in the course of voluntary liquidation of a Russian subsidiary of the world's

leading automotive manufacturer;

Advising a Russian automotive manufacturer on matters of interaction with trade unions, creation of

alternative trade union, execution of collective agreement.

Finance and Banking

Advising a European bank in connection with granting a EUR 141 million facility to a Russian

manufacturer (i.e., preparing and negotiating mortgage and pledge agreements);

Advising a private equity fund in connection with mezzanine financing of a Russian manufacturer (i.e.,

conducting due diligence of the borrower group of companies, preparing and negotiating pledge

agreements);

Advising a Russian bank in connection with assignments of the rights of claim under consumer loan

agreements (i.e., reviewing agreements, preparing legal opinions);

Representing a Kazakhstani non-profit making organisation in connection with issue to its benefit of

a banking guaranty by a major Russian bank;

Legal support of project lending and shared financing when incorporating an automotive manufacturing

company.

CONTACTS

Andrei Soukhomlinov focuses on real estate and construction and has over 18 years of experience

legal advising for foreign and Russian clients, including acting as a partner of the leading

international law firms in Moscow.

Numerous awards of Mr. Soukhomlinov, who is recognised as one of the leading experts in the real

estate sector of Russia, include:

- leading lawyer as to the Best Lawyers (2015/2016);

- leading lawyer as to Chambers Europe 2014;

- listing in Key figures, according to Chambers UK 2012;

- leading lawyer as to The Legal 500 2009;

- recommended legal practitioner in corporate real estate and construction, according to PLC

Which Lawyer? 2009;

- leading lawyer as to Chambers Europe 2008;

- one of the first 100 Russian lawyers practicing in the area of real estate, according to

Commercial Real Estate magazine.

Mr. Soukhomlinov has graduated with honors from the International Law Department of the

Moscow National Institute for International Relations (MGIMO), and completed International

Construction Contracts course in the Cambridge University (UK) and Financing Real Estate Projects

course held by Euromoney Training in London.

Andrei is fluent in Russian and English languages.

Andrei Soukhomlinov

Managing Partner, Director of GRATA International Moscow Office, Russia

Tel.: +7 (495) 660 11 84E-mail: asoukhomlinov@gratanet.com

Mr. Ziatdinov started his career in 2003. He progressed from advocate associate to the head of tax,

at one of the largest law firms in Russia. In the department of corporate tax law for international

audit firm Ernst & Young, he participated in tax audits of major Russian and foreign companies.

Mr. Ziatdinov has an extensive track record of successfully challenging tax claims.

Mr. Ziatdinov is member of the Moscow City Bar. As an expert he regularly gives comments in

leading journals, newspapers and periodicals dedicated to tax issues.

Mr. Ziatdinov has graduated from the Moscow State Institute of International Relations (University),

major in International Economy, with a diploma with honors and Saratov State Law Academy,

major in Law, with a diploma with honors.

Awards:

- Best outsource consultant 2013 of the National Law Agency

- Winner of the All-Russians Tax Olympiad 2006 arranged by Pricewaterhouse Coopers.

Mr. Ziatdinov speaks Russian and English.

Eldar Ziatdinov

Director of Tax Law Department, Tax Attorney

Moscow Office, Russia

Tel.: +7 (495) 660 11 84E-mail: eziatdinov@gratanet.com

Ms. Dianova was admitted to practice in Russia in 2002 and prior to joining GRATA International

Law Firm worked as in-house counsel for Nissan Motor Rus, as an Associate in the Tax and in

Legal Department of Mazars and the Moscow office of an international law firm Squire Sanders.

Ms. Dianova received her specialist in law degree having graduated from the International Law

faculty of the Moscow State Institute of International Relations (University), her MBA degree in

Management and Business Law from the Moscow International Higher School of Business (MIRBIS)

and her LL.M Corporate Finance Law degree from the University of Westminster. She is admitted to

practice in Russia from 2002.

Ms. Dianova speaks Russian, English and French.

Yana Dianova

Director of Corporate and Commercial Law DepartmentMoscow, Russia

Tel.: +7 (495) 660 11 84E-mail: ydianova@gratanet.com

Mr. Gorokhov graduated from the Moscow State University (MSU) Law School with Specialist in

Law degree (J.D. equivalent), and currently continues his postgraduate studies (Ph.D. degree) at

the Moscow State University (MSU).

Before joining Grata International, Mr. Gorokhov worked as lawyer at a renowned advocates'

bureau “Padva and Partners” (Moscow city) where he has successfully represented clients in state

courts and state commercial courts at all levels. Mr Gorokhov is currently a member of

the Moscow City Bar Association.

Mr. Gorokhov speaks Russian and English.

Yevgeniy Gorokhov

Lawyer, advocateMoscow, Russia

Tel.: +7 (495) 660 11 84E-mail: ygorokhov@gratanet.com

Almat graduated from the Kazakh State University of Law with a distinction in 2004. He then

undertook a postgraduate course in Taxation, and is currently studying at the Kazakh Humanitarian

University.

Mr. Daumov has taken part in numerous training courses on both European and Kazakh law. These

include EU law training, which was sponsored by TACIS, and training on Transfer Pricing provided

by the Kazakh Ministry of Finance.

Mr. Daumov speaks fluent Russian and English.

Almat Daumov

M.: +7 (701) 725 87 69E-mail: adaumov@gratanet.comnatural_resources@gratanet.com

Partner, Head of Natural Resources Department,Representative in RussiaMoscow, Russia; Almaty, Kazakhstan

Shakhrukh Usmanov focuses on a wide range of commercial and corporate transactions as well as

litigation for many global companies of FMCG industry, leading pharmaceuticals companies,

worldwide auto producers, multinational food industry players and many other global industrial

and trade companies.

Mr. Usmanov has over 17 years of legal experience and leads 'Industry and Trade' practice of

the firm.

Prior to joining Grata International Shakhrukh Usmanov worked as Head of Legal

Department for Central Asia and Caucasus division of Procter & Gamble company.

Mr. Usmanov graduated with honors from the Tashkent State Law Institute in 1998.

Mr. Usmanov speaks Russian and English.

Shakhrukh Usmanov Partner, Director of Industry and Trade DepartmentMoscow, Russia; Almaty, Kazakhstan

M.: +7 (701) 761 70 18E-mail: industry_trade@gratanet.comlitigation@gratanet.com

AzerbaijanBaku

BelarusMinsk

Czech RepublicPrague

KyrgyzstanBishkek

LatviaRiga

RussiaMoscow

SwitzerlandZurich

TajikistanDushanbe

TurkeyIstanbul

UzbekistanTashkent

Kazakhstan

Аksay

Акtau

Акtobe

Аlmaty

Аstana

Аtyrau

Karaganda

Кostanay

Kokshetau

Kyzylorda

Pavlodar

Petropavlovsk

Shymkent

Taldykorgan

Taraz

Тemirtau

Uralsk

Ust-Kamenogorsk

CanadaVancouver

MongoliaUlaanbaatar

NetherlandsAmsterdam

UAEDubai

United KingdomLondon

USANew York

ChinaBeijing

Office 3044, 21/5, Kuznetsky Most Street, Moscow, 107996, Russia

Т.: +7 (495) 660-11-84; F.: +7 (495) 660-11-64; E-mail: moscow@gratanet.com

You can find additional information, contacts on our website: www.gratanet.com

©2016 GRATA International. All rights reserved.

GeorgiaTbilisi

TurkmenistanAshgabat

Ukraine Kiev