THE ROEL GROUP OF COMPANIESCorporate presentation

Moscow, 2009

General information on the ROEL Group of companies

ON THE ROEL GROUP OF COMPANIESThe ROEL group of companies is a private Russian company operating in corporate and financial restructuring, asset management, M&A, business consulting and direct investment since 1996.

Today the company focuses on working with distressed assets - companies in a difficult financial situation and burdened with large debts of a complicated structure, low business efficiency, insufficient liquidity, negative operational and financial business indicators.

The ROEL Group of companies does corporate restructuring of distressed companies and enterprises, restructures their debts, spins off non-core assets, reforms management, marketing and financial systems. As a result of the ROEL Group of companies operations, the reformed businesses start their stable development with a steady cash flow and a significant growth in business value.

The ROEL Group of companies’ competitive edge when working with distressed assets is its own efficient , Russia’s only turnaround team capable of quickly breaking a crisis situation in a company, “re-loading” the business, increasing key indicators by several times and turn an outsider company into a leader in its sector.

THE SCALE OF BUSINESS. GEOGRAPHY AND INDUSTRIESThe ROEL Group of companies is now working in 17 Russian regions and two CIS states in 11 industries.

Vladimir regionLipetsk region Leningrad region Kursk region Tula region Sverdlovsk region Ivanovo region Smolensk regionSaratov regionChita regionAmur regionMoscow regionMoscow Krasnodar region Altai regionChuvashiya republicBashkortostan republic

UkraineKazakhstanBelarus

Construction and developmentMachine-buildingHousing and community amenities and small scale electricity generationExplorationFood industryTextile industryTimber and timber processingAgricultureSynthetic crystals productionBiotechnologiesInternet technologies

THE HISTORY OF THE ROEL GROUP OF COMPANIESROEL Consulting is created

The consulting and investment businesses are split and CG ROEL and the ROEL Group are created, the nucleus of the ROEL Group of companies. A strategy for the creation of the ROEL Group of companies direct investment fund is worked out. The ROEL Group of companies participates in a large project, the creation of the RUSELPROM concern.

ROEL Consulting investment and consulting group develops its first large investment project – an anti-crisis management program at the Likonf Lipetsk confectionary factory. The factory has joined the Roshen Confectionary Corporation since November. The financial rate of return of the project amounted to 40%.

Specialized companies according to the company’s key strategy lines are set up – ROEL Project Management, ROEL Management, IFC ROEL Capital, ROEL Capital AM.

The ROEL Group of companies participates in the creation of the Vladimir Textile holding company.

The National Technology Group, a management company for innovations and science and technology consulting, is created.

New investment projects of the ROEL Group of companies are launched – The National Geological Survey Companyand The National Ecology Company.

In April, the ROEL Group of companies is awarded the Financial Elite, a united final prize in finance in the Development Dynamics category among investment companies.

1995

1998 – 2000

2002

2003 – 2004

2005

2006

2007

2008

THE ROEL GROUP OF COMPANIES STRUCTURE

ROEL GROUPCorporate centre of the ROEL Group of companies

ROEL Project Management

ROEL Management

IFC ROEL Capital

ROEL Capital AM

Chernozemye CEF HS(V)I

Promyshlennyye CEF HS (V) I

Kommercheskaya Nedvizhimost DI CEF

ROEL Consulting CG

The National Contract Corporation

The First Debt Agency

Regionalnaya Nedvizhimost RE CEF

ROEL Consulting Partnership CEF HS(V)I

Partnerstvo CEF HS(V)I

THE ROEL GROUP OF COMPANIES STRUCTURE, INCLUDING PARTNER COMPANIES

ROEL PROJECT MANAGEMENT

ROEL Project Management’s commercial projects specifics:Start-up projects build-up and their development into financially stable companies;

Distressed companies financial (including debt) restructuring;

Corporate restructuring of distressed companies, reforming companies with a low business efficiency and insufficient indicators (turnaround procedures);

Distressed assets management (including debt);

Creation of vertically and horizontally integrated holding companies in different industries with the help of M&A instruments and corporate restructuring;

Network structures creation in individual business directions.

The ROEL Project Management company was set up in December 2003 to search, initiate, develop commercial projects as well as to install project business organization forms in corporations.ROEL PM currently manages 41 projects.

IFX ROEL CAPITAL THE ROEL CAPITAL INVESTMENT AND FINANCIAL COMPANY WAS SET UP IN 2004. The company offers consulting services in corporate finance. IFC ROEL Capital offers its clients:

Investment in second and third tier companies (if there is a great growth potential for investment)

Investment in venture projects via instruments of individual trust management

Debt purchase ( Distressed Assets Fund was set up for this purpose)

Direct investment in the ROEL Group of companies

ROEL CAPITAL AM

ROEL CAPITAL MANAGEMENT COMPANY WAS CREATED IN 2004.The company manages 7 closed-end mutual investment funds:

Chernozemye CEF HS(V)IPromyshlennyye CEF HS (V) I Kommercheskaya Nedvizhimost DI CEF Regionalnaya Nedvizhimost RE CEFROEL Consulting Partnership CEF HS(V)I

Partnerstvo CEF HS(V)I

The total amount of funds under management of ROEL Capital AM is over $30 mln.THE DISTRESSTED ASSETS FUND is now being created. Estimated size of the Fund is 1 bln rubles.Projects: claims to debtor companies. The fund is expected to be closed by the summer end of 2009.

The ROEL Group of companies’ partnersOur recommendations

ROEL CONSULTING CONSULTING GROUP

an increase in business value and efficiency

planning and monitoring of company management system installation

turnaround consultingthe development of strategy and program of industry development and their implementation mechanisms

investment monitoring and assistance to foreign companies in the development of their business in Russia

For corporate clients, ROEL Consulting offers:

A system of regional development management, including result-oriented budgeting (ROB). This is a unique product belonging to ROEL Consulting, which was developed jointly with experts of Institute of Control Sciences of the Russian Academy of Sciences. It is already operating in some Russian regions (Vladimir region, Lipetsk region, Bashkortostan republic).

For government entities, ROEL Consulting offers:

ROEL Consulting Consulting Group is a leading Russian company in strategic planning and integrated management consulting.

ROEL Consulting offers its services to corporate clients and government bodies (regional governments and administrations of municipal entities).

РОЭЛ Консалтинг

TURNAROUND TEAM

ROEL Consulting Consulting Group has been working with distressed assets since 1996.

In the 12 years of operations, the company has developed a number of unique management methods, technologies and procedures which help turn a crisis situation in a company round, replace it with a sustainable growth and increase asset value several times. The methods are effective under Russian legislation, in local economic and financial reality.

In fact, an efficient, Russia’s only turnaround team capable of turning a crisis trend round in a short period of time, make a company push forward all its indicators and not only to increase its turnover, production volumes and margins by more than several times but also to make an outsider company an industry leader, was set up in ROEL Consulting Consulting Group.

The turnaround team includes specialists, experts and managers with a track record of successful anti-crisis management, strategy consultants, bankruptcy commissioners, corporate law and corporate finance specialists and experts.

РОЭЛ Консалтинг

TURNAROUND TEAM

Companies which have undergone a turnaround management procedure with participation of our team specialists:

TURNAROUND MANAGEMENT PROCEDURES INCLUDE THE FOLLOWING KEY STAGES: 1. The assessment of situation, research for new business opportunities (breakthrough) 2. A complete replacement of management, the buildup of a turnaround team for the project3. The development of a turnaround plan (including urgent measures aimed at sharp cost cuts and the key business circle efficiency growth)4. The implementation of the plan; business, finance, organizational structure, marketing, personnel restructuring5. Turnaround of the company to the breakeven point, then to profit-making, the start of an innovation development (breakthrough) 6. The completion of the turnaround management, the set up of a regular management team7. The start of a further development and growth plan implementation

OJSC Salavatsteklo (four-fold growth of business scale within 3 years)OJSC Muromsky Radiozavod (four times production growth in 4 years; sales volumes growth by 30% a year)

OJSC Likonf (an increase in turnover by more than two times)

РОЭЛ Консалтинг

PERVOYE DOLGOVOYE AGENTSTVO

Pervoye Dolgovoye Agentstvo (PDA) has been working on the Russian debt market since 2003. Over the 6 years, PDA has implemented more than 50 projects of different complexity and length with the total volume of restructured debt amounting to 5 bln rubles.

The current volume of PDA’s debt portfolio amounts to 1.5 bln rubles

THE AGENCY’S KEY AREAS OF FOCUS:

Debt reimbursement;debt management;bankruptcy procedure monitoring;buyback of debts (rights of claim);Facilitation of debt obligation settlement.

NATSIONBALNAYA KONTRARTNAYA KORPORATSIYA

Natsionalnaya Kontraktnaya Korporatsiya (Natskontrakt) has been working on the market of exchange of goods and barter operations, give and take schemes and other alternative payment mechanisms since 2009. Natskontrakt was set up via a reorganization of ROEL Kontrakt company , which has been involved in barter operations in Russia since 1996.

Natsionalnaya Kontraktnaya Korporatsiya solves integrated problems of an increase in goods sales and raw materials, stocks and equipment supplies for large companies in Russia and the CIS in conditions of the international financial crisis.

Natskontrakt possesses its own production facilities, a wide network of representative offices and branches, a partnership system with participation of large Russian producers and participates in all-Russian social programs, such as Affordable Housing, Food Security of the Russian Federation and others.

The company has 56 branches and representative offices in 48 Russian regions and the CIS. 32 companies make part of Natskontrakt’s partnership network.

THE ROEL GROUP OF COMPANIES’ INVESTMENT PROJECTS

THE ROEL GROUP OF COMPANIES’ INVESTMENT PROJECTS

RUSELPROM, the Russian electro technicalconcern

The RUSELPROM concern is a leader of the Russian electrical engineering, which unites 12 companies and organizations, producing over 3,000 kinds of motor sets, generators, control systems.

The company was set up in1991. Its production and scientific and engineering platform was completed in 2003.

Largest companies of the concern:ОАО SEZ (Smolensk region)ОАО VEMZ (Vladimir)ООО PO LEZ (St Petersburg)ОАО NIPTIEM(Vladimir)ООО RUSELPROM-Osnastastka (Moscow)

The concern holds more than 30% of the market for universal industrial engines.

From 2002 until 2008, within the 6 years, company turnover increased more than sevenfold to 11.877 bln rubles.

Vladimirsky Textil holding company

This is the largest producer and supplier of industrial textile (canvases) and industrial clothing in Russia and the CIS.

The Vladimirsky Textil company was set up on the basis of two Russia’s largest flax-processing businesses with a developed regional network and a wide range of goods: ОАО Vyaznikovsky Lnokombinat, ОАО Melenkovsky Lnokombinat.

The textiles Vladimirsky Textil producers are used to make tents, casings, covers for agricultural produce, machines, transport, military goods, to make industrial clothing, gloves that protect against industrial pollution, flashes, metal flashes, contact with heated surfaces for workers of metallurgical, steel-making factories, fire and explosion dangerous industries, oil industry employees, etc.

The company holds more than 75% of the Russian market for industrial clothing (canvases) and almost 90% of exports.

THE ROEL GROUP OF COMPANIES’ INVESTMENT PROJECTS

THE ROEL GROUP OF COMPANIES’ INVESTMENT PROJECTS

Krasnodarsky Domostroitelny Kombinat

Krasnodarsky Domostroitelny Kombinat is a largest producer of construction materials and developer on Kuban, which was set up in 1947. In 2007, upon consolidating 75% of shares, ROEL Group acquired GR DSK.

The result of turnaround proceduresThe volume of uncompleted construction fell three-fold ;The number of interest holders awaiting their flats fell from 3,500 to 1,000 people from2002 to 2005;The concrete goods factory started operating at its annual manufacturing capacity of 100,000 м2 panels; In 2008, new construction sites started to be developed, the construction of economy-class residential real estate was renewed.

ROAO ROSAGROBIOPROM

ROAO ROSAGROBIOPROM is the largest Russian company operating on the local and international markets for biopharamceuticals, chemical pharmaceuticals and diagnosticums for veterinary medicine . ROAO ROSAGROBIOPROM was set up in 1991.

In 2008, it produced about 2,300 mln doses for agricultural animals for a total of about $47 mln.The share of exports in the company’s turnover amounts to about 20%.

ROSAGROBIOPROM provides vaccines and medications to more than 4,000 Russian farms, which produce up to 48% of the country’s food.

THE ROEL GROUP OF COMPANIES’ INVESTMENT PROJECTS

ROEL GROUP OF COMPANIES VENTURE AND START-UP PROJECTS

THE ROEL GROUP OF COMPANIES’ INVESTMENT IN INNOVATIONS

Natsionalnaya Tekhnologicheskaya Gruppa

ZAO Natsionalnaya Tekhnologicheskaya Gruppa (NTG) is involved in searching for new technologies, selection, analysis and development of innovation projects to their readiness for sale, the organization of start-up companies and other forms of preparing scientific and technical studies for commercial use. The company owns innovation databases (over a 1,000 studies), some of which are owned by NTG.NTG is the ROEL Group of companies’ venture investment project.

NTG’s start-up projects:ZAO NTG-Avtorezonans was created to make commercial a new technology of processing materials and to develop the idea of autoresonance adjustment of machines of different purpose. Patents owned by Natsionalnaya Tekhnologicheskaya Gruppa is the basis of the project. Developments by scientists from the A. A. Blagonravov Machine Science Institute of the Russian Academy of Sciences are the scientific basis of the project. Researchers from Moscow, St Petersburg and Nizhny Novgorod are involved in the project.

ZAO ProtenFarma is Russia’s only producer of protein-calorie specialized nutritional cocktails, including for enteral feeding free from milk and whey proteins.

The company was set up in 2008 to develop the project of launching specialized food, including medical food, for patients with CKD.

THE ROEL GROUP OF COMPANIES START-UP PROJECTS

Natsionalnaya Ekologicheskaya Kompaniya

Natsionalnaya Ekologicheskaya Kompaniya is a Russian multiproduct corporation operating on the market of integrated waste management and ecology consulting since 2006. NEK is a full-circle ecology company, which covers all stages of waste management from its collection and disposal to advanced processing, the sale of secondary metarial reserouces and the burial of non-recoverable components.

NEK is the first Russian company to implement a long-term investment strategy to build a wide regional network of companies to efficiently manage biowastes by uniting the companies into a single production chain.

Companies of the network are being created in five Russian regions: Tula, Tambov, Saratov regions, Stavropol krai, Khakassiya republic. At the initial stage, the technology of industrial separation of solid domestic waste and their burial on a new generation landfill is used; the range of technologies will be widened in the future. A program of recultivation of pits and burial of liquid waste is also under way in the Moscow region. Companies which utilize dangerous biological and medical wastes in the Vladimir and Moscow regions are undergoing a deep modernization.

At the start of 2008, NEK created within its structure an Ecological Monitoring, Audit and Consulting Division. Among other matters, it focuses on the development of regional and municipal programs of waste management, the compilation of schedules for land cleaning. At the start of 2009, a 2009-2020 waste management program developed by the Division was approved by the Lukhansk regional council in Ukraine.

ROEL GROUP OF COMPANIES’ START-UP PROJECTS

Natsionalnaya Geologorazvedochnaya Kompaniya

Natsionalnaya Geologorazvedochnaya Kompaniya (NGК) was set up in September 2007 to develop the Russian geologic exploration industry on the back of venture capital. NGK is one of Russia’s first brand new companies.

NGK’s competence include geological survey, prospecting, exploration and exploitation of deposits (precious, non-ferrous and rare metals).NGK carries out geological survey at the initial, riskiest stage. If a discovery is commercially successful, rights for further exploration and mining are sold to a specialized mining company.NGK’s ActivitiesIn 2007-2008, NGK did a complex of predicting and prospecting and prospecting and appraisal work on the Kadara deposit, the largest in the Chita region, whose inferred resources amount to over 100 tons. Besides, the company did research work in the framework of preparation for 2007-2008 auctions for the right to use (a license) six promising gold deposits in the Amur region and another five promising deposits of noble and rare metals in Eastern Siberia.

ACKNOWLEDGMENTS

ACKNOWLEDGEMENTS

1 position in the Services in Strategic Planning and Organizational Development category 3 position in the Consulting in Marketing and Public Relations category3 position in the Financial Management Services category*Expert, № 14 (603), April 6, 2008.

In 2007, RUSELPROM concern occupied the 348 position in the Expert-400 rating of RA Expert.**Expert, № 36 (577), October 1, 2007.

The ROEL Group of companies in the RA Expert rating*:

RUSELPROM concern in the Expert-400 rating of RA Expert**:

In April 2008, the ROEL Group of companies was awarded the Financial Elite, a united final prize in finance in the Development Dynamics category among investment companies (on 2007 results).

109029, Moscow, Nizhegorodskaya st., dom 32, korp. 15 Telephone: (495) 786-36-90 Fax: (495) 786-36-91www.roel.ru

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