its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States
(including its territories and possessions, any State of the United States and the District of Columbia), Australia,
Canada, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into
whose possession any document or other information referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws
of any such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for, or
otherwise invest in, securities to any person in the United States, Australia, Canada, Japan or in any jurisdiction to
whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold
in the United States unless registered under the United States Securities Act of 1933, as amended (the "Securities
Act") or offered in a transaction exempt from, or not subject to, the registration requirements of the Securities Act.
The proposed offer and sale of securities referred to herein has not been and will not be registered under the
Securities Act or under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or
benefit of, any national, resident or citizen of Australia, Canada or Japan. There will be no public offer of the
securities referred to herein in the United States, Australia, Canada, Japan, or elsewhere.
In any member state of the European Economic Area, this announcement and any offer if made subsequently is, and will
be, directed only at persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/
1129 and amendments thereto.
In the United Kingdom, this announcement is only being distributed to and is directed at "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law in the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, (a) having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005, as
amended (the "Order"); (b) who are high net worth entities described in Article 49(2) (a) to (d) of the Order; or (c)
other persons to whom they may lawfully be communicated (all such persons together being referred to as "Relevant
Persons"). Any investment or investment activity to which this announcement relates will only be available to and will
only be engaged in with Relevant Persons. Any person who is not a Relevant Person should not act or rely on this
announcement or any of its contents.
Information contained herein is not a public offer or advertisement of securities referred to herein in the Russian
Federation, and is not an offer to sell, or an invitation to make offers to purchase, any securities in the Russian
Federation, except to the extent permitted under Russian law. Neither the securities referred to herein nor any
prospectus or other document relating to them have been, or are intended to be, registered with the Bank of Russia.
Therefore, "public placement" of the securities mentioned herein in the Russian Federation is prohibited.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These
forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes",
"estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case,
their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals,
future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any
forward-looking statements reflect the Company's current view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of
operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as
of the date they are made.
Each of the Company, Citigroup Global Markets Limited ("Citigroup"), J.P. Morgan Securities plc ("J.P. Morgan"),
Merrill Lynch International ("BofA Securities"), Morgan Stanley & Co. International plc ("Morgan Stanley"), VTB Capital
plc ("VTB Capital"), the selling shareholders and their respective affiliates as defined under Rule 501(b) of
Regulation D of the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review
or revise any forward looking statement contained in this announcement whether as a result of new information, future
developments or otherwise, and the distribution of this announcement shall not be deemed to be any form of commitment
on the part of the selling shareholders to proceed with the Offer or any transaction or arrangement referred to
therein.
Any purchase of any securities in the proposed Offer should be made solely on the basis of information contained in the
Prospectus which may be issued by the Company in connection with the Offer. The information in this announcement is
subject to change. Before purchasing any securities in the Offer, persons viewing this announcement should ensure that
they fully understand and accept the risks which will be set out in the Prospectus if published. No reliance may be
placed for any purpose on the information contained in this announcement or its accuracy or completeness. This
announcement shall not form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of
any offer to purchase any securities nor shall it (or any part of it) or the fact of its distribution, form the basis
of, or be relied on in connection with, any contract therefor.
The date of Admission may be influenced by a variety of factors which include market conditions. The Company may decide
not to go ahead with the IPO and there is therefore no guarantee that Admission will occur. You should not base your
financial decision on this announcement. Acquiring investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person specialising in advising on such
investments. This announcement does not form part of or constitute a recommendation concerning any offer. The value of
securities can decrease as well as increase. Potential investors should consult a professional advisor as to the
suitability of a possible offer for the person concerned.
None of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, VTB Capital, the selling shareholders or any of their
respective affiliates or any of their or their affiliates' directors, officers, employees, advisers or agents accepts
any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the
truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted
from the announcement) or any other information relating to the Company, its subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.
Accordingly, each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley, VTB Capital, the selling shareholders,
and any of their respective affiliates and any of their or their affiliates' directors, officers, employees, advisers
or agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever
arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort,
contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise
arising in connection therewith.
Each of BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is acting exclusively for the Company
and no-one else in connection with the proposed Offer. They will not regard any other person as their respective
clients in relation to the proposed Offer and will not be responsible to anyone other than the Company for providing
the protections afforded to their respective clients, nor for providing advice in relation to the proposed Offer, the
contents of this announcement or any transaction, arrangement or other matter referred to herein. Each of BofA
Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital is authorised by the Prudential Regulation Authority
and regulated by the Prudential Regulation Authority and the Financial Conduct Authority in the United Kingdom.
In connection with the Offer, BofA Securities, Citigroup, J.P. Morgan, Morgan Stanley and VTB Capital and any of their
respective affiliates, may take up a portion of the GDRSs as a principal position and in that capacity may retain,
purchase, sell, offer to sell or otherwise deal for their own accounts in such GDRs and other securities of the Company
or related investments in connection with the Offer or otherwise. Accordingly, references in the Prospectus, once
published, to the GDRs being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as (MORE TO FOLLOW) Dow Jones Newswires
March 05, 2021 02:00 ET (07:00 GMT)
