2006

1. Pre - IPO Financing For Russian, Eastern European, and Central Asian Companies 2006 Zimmerman Adams International Limited Registered in England and Wales No. 5136014; Registered Office: One Threadneedle Street, London EC2R 8AW AUTHORISED AND REGULATED BY THE FINANCIAL SERVICES AUTHORITY MEMBER OF THE LONDON STOCK EXCHANGE

2. Table of Contents • About Pre-IPO Financing • Rationale and Basics of Pre-IPO Financing • Financial Phases of a Growth Company • Typical Practices and Additional Benefits of Pre-IPO Financing • Introducing the ZAI – FMC Pre-IPO Financing JV • FMC - briefly • Pre-IPO Financing • ZAI - briefly • Pre-IPO financing: the Rambler Case Study • IPO Zimmerman Adams International Ltd

3. Rationale for Pre-IPO Financing In emerging markets, successful and dynamic firms look to international financial markets as a source of investment. In turn, companies from emerging markets become attractive for international investors. • Private Equity Placements and Initial Public Offerings (IPO) are popular instruments to raise capital for emerging market companies; • Raising capital, and especially conducting an IPO, is expensive, time consuming, and not without risk; • In these circumstances, Pre-IPO financing is an interesting option … Zimmerman Adams International Ltd

4. Basics of Pre-IPO Financing Pre-IPO financing is a hybrid instrument. It combines features of both Private Equity and IPO financing. In technical terms, it is a Private Equity Placement that can be used to accelerate an IPO. • In a pre-IPO deal, an Investor acquires a stake in a Company that is considering an IPO, but lacks expertise and/or resources for its preparation. The Company and the Investor work together to prepare the IPO; • The critical advantages of Pre-IPO deals for the Company and the Investor are as follows: • The Investor’s expertise translates into significant savings of time and cost for the Company preparing the IPO; • Higher probability for the Company to raise the targeted amount of capital in the IPO; • Ability to propose a smaller percentage of shares at IPO - lower dilution to existing shareholders; • Provides a budget to offset the high up-front costs of an IPO. Pre-IPO financing is a useful option for Russian companies with growth potential. Zimmerman Adams International Ltd

5. High Yield Bond Convertible Bond Secondary issues IPO P.E. 2nd round Company Size M&A Private Equity Venture Capital t Typical Growth Company - Financing Phases Target development stage for Russian companies Pre-IPO “sweet spot” Zimmerman Adams International Ltd

6. Pre-IPO Financing – Typical Practices • Investment between 24 months and 12 months prior to IPO; • Usual stake does not represent more than 20% of the company, and can be a little as 5%; • Investments are in cash, in return for equity, with an agreed security package as a fall-back plan, should the IPO fail; • Investor will seek an agreed Use of Proceeds. A reliable business plan is a must of Pre-IPO financing. • Control of the Company is not one of the Investor’s objectives; but confidence in a Company going in the right direction is absolutely needed. Zimmerman Adams International Ltd

7. Pre-IPO financing – Additional Benefits In addition to the obvious benefits to the Company and the Founders of suffering less dilution, the Company will also benefit from the following advantages : • Additional cash to meet the fairly large up-front costs of professional advisers necessary to prepare an IPO • more time to complete international accounting standard audits. • expert assistance in developing acceptable corporate governance practices • Experience in managing the complex IPO process • Additional media and exposure from the IPO press • Contacts in the IPO investors community, from the pre-IPO fund • Experience in putting the best Broking syndicate together Zimmerman Adams International Ltd

8. ZAI-FMC JV for Pre-IPO Financing of Russian Companies Zimmerman Adams International Ltd (London) and First Mercantile Capital (Moscow) have formed a joint venture to provide Pre-IPO Financing for Russian and CIS companies: • Arranging Pre-IPO financing for Russian and CIS companies; • The JV has both extensive emerging markets, specifically Russian experience, and extensive experience handling IPOs on the Alternative Investment Market, of the London Stock Exchange – the most dynamic stock marketplace in the world. Zimmerman Adams International Ltd

9. The ZAI – FMC JV: FMC First Mercantile Capital, or “FMC” are a Moscow based, Western-oriented Investor Group: • FMC is the Lead Investing Partner in the JV • 5 Funds – AUM of +/- $ 300m • Extensive working experience in the CIS environment, mainly in Russia (over 10 years) • One of the highest deal closing rates amongst the CIS-oriented investment banks • Practical experience in resolving the problems facing Russian companies wishing to do a western IPO • The Team that successfully developed Rambler pre-IPO and managed the entire IPO process. Rambler’s major shareholder today. ______________________________________________ Zimmerman Adams International Ltd

10. The ZAI – FMC JV: ZAI • Zimmerman Adams International, or “ZAI” are a London-based, independent, internationally focussed investment banking firm, offering a full range of corporate finance, broking and advisory services: • ZAI are the project management and corporate finance advisory partners in the JV • Members of the London Stock Exchange • A licensed Nominated Adviser, or “NOMAD” for the dynamic AIM market • Experienced international management team • International clientele, with companies from the USA, Russia, China, Israel, Argentina, etc. • Acted as the co-ordinating Financial Adviser for the Rambler IPO _____________________________________________________ See the attached ZAI brochure for further details Zimmerman Adams International Ltd

11. Pre-IPO Financing: Rambler Case • FMC made their initial investment in Rambler in 2002. When the initial investment strategy faltered, the FMC management team took charge of strategic and operational management; • Over 3 years, FMC Funds invested a several million US dollars in the companies that now collectively comprise Rambler Media Group; • The FMC management team began grooming Rambler for a Public Market (“IPO”) at an early stage: • Ramblers accounts were audited to western standards • Rambler adopted Western standard corporate governance practices • In July of 2004, Rambler hired the ZAI team to prepare an IPO; • In June of 2005, Rambler did an IPO of their shares on the AIM market of the London Stock Exchange. Zimmerman Adams International Ltd

12. IPO: Rambler Case In June of 2005, Rambler did an IPO of their shares on the AIM market of the London Stock Exchange: • Rambler offered its shares at a price of $10.25 in the IPO, which was oversubscribed; • Rambler raised nearly $40 mln. to invest into a several media projects of critical importance for the Company; • The Value of Rambler at IPO was set at approximately $170 million; • After the IPO, the FMC group of investors retained 52% of the Company; • Rambler’s shares currently trade at over $20 per share, having more than doubled since IPO; • The Market Value of Rambler (as of 15 Feb 2006) is above $340 million; Zimmerman Adams International Ltd

13. Contact Details LONDON: Zimmerman Adams International Ltd New Broad Street House 35 New Broad Street London EC2M 1NH United Kingdom Ray Zimmerman • Ph: +44 (0)20 7060 1760 • Fax: +44 (0)20 7060 1761 • E-mail: rayz@zimmint.com Dominique Doussot • Ph: +44 (0)20 7060 1760 • Fax: +44 (0)20 7060 1761 • E-mail: dominiqued@zimmint.com • Website: www.zimmint.com Zimmerman Adams International Ltd

14. Contact Details MOSCOW: "ЭФ-ЭМ-СИЭДВАЙЗОРЗ ЛИМИТЕД" Восточная улица, дом 10 115280 Москва Jim Mullins / Джим Маллинс • Ph: +7 (495) 721 92 00 • Fax: +7 (495) 721 92 01 • E-mail: jim@fmcg.ru Sergei Shilovtsev / Сергей Шиловцев • Ph: +7 (495) 721 92 00 • Fax: +7 (495) 721 92 01 • E-mail: shilovcev@rambler-co.ru • Website: www.first-mercantile.org www.ramblermedia.com Zimmerman Adams International Ltd