REAL ESTATE PRIVATE EQUITY FUND

1. REAL ESTATE PRIVATE EQUITY FUND +7 (495) 956-03-70 www.ukkalita.com

2. What is Equity Fund • Equity Fund (EF) constitutes a distinct asset portfolio composing of assets conveyed into a fiduciary management of a management company and formed as a result of such fiduciary management. • Equity Fund is not a legal entity. • Assets composing Equity Fund are owned by a holder of equity interests on the basis of shared ownership. It is not admitted to parcel assets composing Equity Fund and to apportion in-kind shares. • Legal regulations for Equity Fund activity are provided in Federal Law “On Equity Funds” of November 29, 2001 №. 156-FZ and respective FFMC’s (Federal Financial Markets Service) by-laws. • Fiduciary management of Equity Funds is conducted according to the Rules of Equity Fund being adopted in the standard form set by RF Government Decree. Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com

3. Management Structure of Equity Fund Management Company Management company performs a fiduciary management of Equity Fund by doing legal and actual actions in relation to assets composing Equity Fund. Special Depository Special depository controls observance of legislation and rules for fiduciary management by a management company Special depository keeps records of assets composing EF Special depository gives consent to manage EF assets for a management company Registrar Registrar maintains register of the owners of equity interests and keeps records of rights on equity interests. Auditor Auditor conducts an independent audit of accounting and reporting in respect to assets comprising Equity Fund. Appraiser Appraiser performs an independent appraisal of assets comprising Equity Fund at least once in 6 months as well as when purchasing such assets. Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com

4. Differences between real estate private equity fund and funds of other types and categories • Assets comprising real estate private equity fund may include real estate, right on real estate lease, property rights within agreements of participation in shared construction of real estates signed according to Federal Law of December 30, 2004 №. 214-FZ. • Fund can be formed by real estates. • Accurate number of equity interests, which can be increased according to the Rules of Fund. • Holder of equity interest is entitled to participate in the General Meeting of Holders of Equity Interests. • Holder of equity interest is entitled to again profit, is this is provided for by the Rules of Fund. • Holder of equity interest may not discharge an equity interest in advance excepting cases stipulated by law. Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com

5. Taxation of real estate private equity fund Profit tax is not imposed on activity related to assets management for real estate private equity fund Equity Fund constitutes an asset portfolio excluding establishment of legal entity, i.e. EF shall not meet the definition of profit taxpayer according to the Tax Code of the Russian Federation.. Only profit collected by a holder of equity interests from the Fund or from sale of equity interests is the object of taxation. No profit tax enables to reinvest profits gained as a result of asset management in full. EF Assets are not imposed by asset tax According to Article 378 of the RF Tax Code the assets comprising Equity Fund shall not be imposed by asset tax. Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com

6. Protection of rights of holders of equity interests • Strict legal regulation of EF asset management • Trinary control system for law compliance Internal control of a management company; Control by a special depository; Control by Federal Financial Markets Service of the Russian Federation. • Transparency of fiduciary management through compulsory information disclosure and delivery and reporting of a management company. • Functions related to EF asset management and keepingare distributed between independent parties – a management company and special depository. • Records of rights on equity interests are kept regardless of a management company. • Liabilities of a management company, special depository, registrar and appraiser established according to legislation. • Possible change of a management company by the General Meeting of Holders of Equity Interests. Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com

7. Privileges of real estate private equity funds • Optimization of management of segmental and unlike assets by consolidating them into one asset portfolio. • Possible separation of real estate ownership from the principal activity of enterprise (production, trade). • Equity Fund is not a legal and consequently not exposed to a whole number of corporate management risks. • Possible optimization of taxationincluding tax-free profit reinvestment and economies on property tax. • Effective mechanism for protecting assets against encroachments of third parties including raids. • Possible real estate ownership and participation in projects of various investors, individuals and legal entities as well as non-residents. • Possible equity interests pledge credit and sale of equity interests at secondary market (equity interest – security). • Simpler procedure for asset transfer by sale of equity interest( as against re-registration of rights on real estate). • Possible disclosure of information on asset owner (Information on holders of equity interests is not available for wide range of persons). • Consent of antimonopoly authorities is not required when transferring major equity interests as against shares. Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com

8. Details of LLC Management Company “Business House Kalita” Management Company “Business House Kalita” +7 (495) 956-03-70 www.ukkalita.com