1. © 2007 RCS Deloitte and Touche Don’t Go to London Without Deloitte. Chris Weston Partner, Deloitte Maintaining your value, post-IPO

2. IPO preparation stage Tackling the obstacles Tax and Legal: Structuring Legal and tax structuring incomplete, unclear about the entity going for IPO FAS: Transaction support, DD, valuation IPO decision not yet made, just looking for funds. Possibly too small for IPO. Consulting: Corporate strategy Financial Advisory (FAS): Funding strategy, valuation Consulting: Financial Reporting Procedures No capacity for IFRS reporting, low standards of corporate governance Enterprise Risk Services (ERS): Corporate Governance Audit: 3 years IFRS audit, taking them to IPO Looking for an auditor for IPO When: Up to 3 Years Before Inadequate resources Low quality documentation Lack of local legal expertise Inadequate financial reporting procedures Inadequate corporate governance structures Opacity of the group holding structure Obstacles to a successful IPO

3. What did real estate companies say? –40% of companies said introducing financial reporting procedures had been the most challenging part –Strengthening internal communication channels for IPO was also hard “previously, all informational flows served operational needs, not those of the environment and investors” –Once listed, companies said improving their corporate governance arrangements paid off in the end “We [now] have the status of a transparent public company... It makes the process of additional fundraising easier.” –Many companies had to restructure their legal and tax entities pre-IPO “We restructured and we got rid of our non-core businesses.” Over 100 CIS business leaders discussed life before and after IPO in the largest survey of its kind, in December 2007.

4. © 2007 RCS Deloitte and Touche IPO Concerns shared by all industries –Transforming corporate governance (20%) –Implementing new financial reporting standards (26%) –Managing the IPO process (26%) –The cost of listing and compliance –Sharing power with minority shareholdersChanging corporate mentality Q. What was the biggest obstacle you faced when preparing for IPO?

5. Maximizing your value with IPO preparation Meeting the basic listing & reporting requirements High standards of corporate governance in place Time IPO Value Up to a 37% premium is paid by international investors for a Russian company that demonstrates good governance* *As noted by a McKinsey & Co. study Demonstrating good governance x Value Premium

6. Variations in post-IPO performance among real estate companies As of December’07 As of January’08

7. Maintaining your attractiveness to investors Shareholders Managing the relationship with minority shareholders Related party transactions Managing the relationship with minority shareholders Related party transactions The Board Adapting the Board to working with committees Benefits & Incentive plans for Executives Being investor friendly and making time for IR Adapting the Board to working with committees Benefits & Incentive plans for Executives Being investor friendly and making time for IR

8. Ongoing requirements and reporting Taking ownership of financial reporting within the finance dept External reporting – fast close Independent property valuations required (twice a year) Taking ownership of financial reporting within the finance dept External reporting – fast close Independent property valuations required (twice a year) Maintaining your attractiveness to investors (2) Information flows External: being investor friendly and being responsive - In house IR specialists or outsourced investor relations? - Coordinating the crisis management procedure Ensuring internal information flows – keeping the Board fully informed External: being investor friendly and being responsive - In house IR specialists or outsourced investor relations? - Coordinating the crisis management procedure Ensuring internal information flows – keeping the Board fully informed

9. What we offer: Traditional services tailored to IPO and post IPO ERS Corporate governance and disclosure ERS A functioning Board Consulting Remuneration for Directors Tax and Legal Simplified legal and tax structure and ongoing reorganization ERS Risk management systems ERS Internal controls Consulting Financial reporting procedures / Fast close Audit Introducing IFRS and ongoing audit

10. Our IPO clients The following are some of our clients that have successfully held IPOs or which are actively preparing for an IPO or a bond issue on American, British and Russian capital markets:

11. Member of Deloitte Touche Tohmatsu