THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of thisCircular or the action you should take, you are recommended to seek immediately your own personal financial advice from yourindependent financial adviser, stockbroker, bank manager, solicitor, accountant or from an appropriately qualified independent adviserauthorised pursuant to the Financial Services and Markets Act 2000, as amended if you are in the United Kingdom or, if not, from anotherappropriately authorised independent adviser.Application will be made to the Channel Islands Stock Exchange (“CISX”) for the Cell Shares and the Core Shares to be admitted to listing on the OfficialList of the CISX and to trading on the CISX (“Admission”). It is expected that dealings in the Cell Shares and the Core Shares on the CISX will commenceat 8.00 a.m. (London time) on 18 July 2013. The Admission of the Cell Shares and the Core Shares to trading on the CISX is conditional upon the ExistingShareholders voting in favour of the Resolutions at the Extraordinary General Meeting.If you sell or have sold or otherwise transferred your Existing Shares please send this Circular, together with the Form of Proxy as soon as possible tothe purchaser or transferee or to the bank, stockbroker or other agent through whom or by whom the sale or transfer was effected, for delivery to thepurchaser or transferee. The distribution of this Circular and any accompanying documents in jurisdictions other than the United Kingdom may berestricted by law. Persons into whose possession these documents come must inform themselves about and observe all restrictions applicable to them.Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. In particular, subject to certainexceptions, this Circular and any accompanying documents may not be distributed, forwarded, transmitted or otherwise made available,and their contents may not be disclosed, to any US Person (as defined below) or in, into or from the United States or any other ExcludedTerritory or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such otherjurisdictions.This Circular is not a prospectus or listing document but a shareholder circular and it is being sent to you solely for your information in connection withthe Resolutions to be proposed to Existing Shareholders at the Extraordinary General Meeting. It does not constitute or form any part of any offer orinvitation to purchase, acquire or subscribe for, any security.Jefferies International Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is advising the Companyand no one else in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to thecustomers of Jefferies International Limited nor for providing any advice in relation to the Placing, the contents of this Circular or any transaction orarrangement referred to herein.

BARING VOSTOK INVESTMENTS LIMITED(a non-cellular company limited by shares and incorporated under the laws of Guernsey with registered number 38808)

RECOMMENDED PROPOSALS FOR CONVERSION OF THE COMPANY INTO A PROTECTED CELL COMPANY

APPROVAL OF ASSET TRANSFER AS A SUBSTANTIAL TRANSACTION

PLACING OF NEW CORE SHARES

APPROVAL OF RULE 9 PANEL WAIVER

NOTICE OF EXTRAORDINARY GENERAL MEETING

The Cell Shares and the Core Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “USSecurities Act”), or under any securities laws of any state or other jurisdiction of the United States or under the securities laws of Australia,Canada, Japan or South Africa. The Cell Shares and the Core Shares may not be offered, sold, resold, transferred, delivered or distributed,directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under theUS Securities Act, “US Person”), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements ofthe US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Companyhas not been and will not be registered under the US Investment Company Act of 1940, as amended (the “US Investment Company Act”)and, as such, investors will not be entitled to the benefits of the US Investment Company Act. No offer, purchase, sale or transfer of the CoreShares or the Cell Shares may be made except under circumstances which will not result in the Company being required to register as aninvestment company under the US Investment Company Act. There will be no public offer of the Cell Shares or the Core Shares in the UnitedStates.This Circular does not constitute or form part of an offer to sell or issue, or a solicitation of an offer to purchase or subscribefor, the Cell Shares or the Core Shares to, or for the account or benefit of, US Persons or persons within the United States orany other Excluded Territory.None of the US Securities and Exchange Commission (the “SEC”) or any state securities commission or other US regulatoryauthority has approved or disapproved of the Cell Shares or Core Shares or passed upon or endorsed the merits of the offeringof the Cell Shares or Core Shares or the adequacy or accuracy of this Circular. Any representation to the contrary is a criminaloffence in the United States.Subject to very limited exceptions, Existing Shareholders in the United States or who are US Persons will not be eligible to attend theExtraordinary General Meeting or vote on the Resolutions in respect of the Proposals or purchase Core Shares in the Placing. In order to attendthe Extraordinary General Meeting or vote on the Resolutions in respect of the Proposals or purchase Core Shares in the Placing, ExistingShareholders in the United States or who are US Persons must (i) be persons reasonably believed to be “qualified institutional buyers” withinthe meaning of Rule 144A under the US Securities Act (“QIBs”), who are also “qualified purchasers” within the meaning of Section 2(a)(51) ofthe US Investment Company Act (“Qualified Purchasers”) and (ii) deliver to the Company a signed Investor Letter for QIBs/QualifiedPurchasers in substantially the form enclosed with this Circular. Any Form of Proxy received from an Existing Shareholder in the United Statesor who is a US Person in each case who does not meet the requirements specified in the preceding sentence will not constitute a valid voteand will be disregarded.Any Conversion Shares issued to Existing Shareholders in the United States or who are US Persons will be issued in registered and certificatedform, and may not be transferred into Euroclear, Clearstream or any other paperless system without the prior approval of the Company. Suchapproval will only be granted if such Existing Shareholder seeks to transfer the Conversion Shares and delivers a written certification in theform of an Offshore Transaction Letter in substantially the form enclosed with this Circular (or in a form otherwise acceptable to the Company)to the Company, with copies to the Administrator and the Registrar, containing, inter alia, a representation that the transfer is being madeoutside the United States in an “offshore transaction” complying with Regulation S under the US Securities Act to a person outside the UnitedStates and not known by the transferor to be a US Person, by pre-arrangement or otherwise.Except with the express written consent of the Company, the Cell Shares and Core Shares may not be acquired by (i) investors using assetsof (A) an “employee benefit plan” as defined in Section 3(3) of US Employee Retirement Income Security Act of 1974, as amended (“ERISA”)that is subject to Title I of ERISA; (B) a “plan” as defined in Section 4975 of the US Internal Revenue Code of 1986, as amended (the “US TaxCode”), including an individual retirement account or other arrangement that is subject to Section 4975 of the US Tax Code; or (C) an entitywhich is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA orSection 4975 of the US Tax Code or (ii) a governmental, church, non-US or other employee benefit plan that is subject to any federal, state,local or non-US law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the US Tax Code, unless its purchase,holding, and disposition of the Cell Shares or Core Shares will not constitute or result in a non-exempt violation of any such substantially similarlaw.Your attention is drawn to the letter from the Chairman of the Company which is set out in Part I of this Circular and whichrecommends you vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting. Your attention is alsodrawn to the paragraph entitled “Action to be Taken” on page 18 of this Circular.

21 June 2013

CONTENTS

Page

EXPECTED TIMETABLE 3

PART I LETTER FROM THE CHAIRMAN 4

PART II CORE INVESTMENT POLICY AND CELL INVESTMENT POLICY 20

PART III RISKS ASSOCIATED WITH THE PROPOSALS 21

PART IV EXPLANATORY NOTES OF THE PRINCIPAL CHANGES TO 25THE MEMORANDUM AND ARTICLES

PART V KEY FEATURES OF A PROTECTED CELL COMPANY 29

PART VI TAX CONSIDERATIONS AND ADDITIONAL INFORMATION 33

DEFINITIONS 38

NOTICE OF EXTRAORDINARY GENERAL MEETING 43

2

EXPECTED TIMETABLE

Publication of Circular and Listing Document 21 June 2013

Latest time and date for the receipt of Forms of Proxy for the 10.30 a.m. on 15 July 2013Extraordinary General Meeting

Extraordinary General Meeting 10.30 a.m. on 17 July 2013

Effective date for Conversion of the Company into a Protected Cell Company 17 July 2013

Admission of the Cell Shares and the Core Shares to the CISX Official List 8.00 a.m. on 18 July 2013and to trading on the CISX

Notes:

(a) The expected times and dates set out in the expected timetable above and mentioned throughout the Circular and the ListingDocument may be adjusted by the Company, in which event details of the new times and dates will be notified to the CISX,and an announcement will be made on the CISX.

(b) References to times in the Circular and the Listing Document are to London times unless otherwise stated.

(c) If you have any queries on the procedure for completing and returning your Form of Proxy, you should contact the Registrar.The Registrar cannot provide advice on the merits of the proposals or give any financial, legal or tax advice.

3

PART I

LETTER FROM THE CHAIRMAN

BARING VOSTOK INVESTMENTS LIMITED(a non-cellular company limited by shares incorporated under the laws of Guernsey with registered number 38808)

Directors: Registered office:

Ambassador Arthur Hartman (Chairman) 1 Royal PlazaDudley Fishburn Royal AvenuePeter Touzeau St Peter Port

GuernseyGY1 2HL

21 June 2013

Dear Existing Shareholder

RECOMMENDED PROPOSALS FOR CONVERSION OF THE COMPANY INTO A PROTECTED CELL COMPANY

APPROVAL OF ASSET TRANSFER AS A SUBSTANTIAL TRANSACTION

PLACING OF NEW CORE SHARES

APPROVAL OF RULE 9 PANEL WAIVER

NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTIONI am writing to provide you with details of several important proposals relating to Baring Vostok InvestmentsLimited (the “Company”). These Proposals include the Conversion to effect a restructuring of theCompany’s corporate form, a broadening of its investment policy, an expansion of its asset base by meansof the Transfer and a new equity raising through the Placing.

The Conversion: We are recommending the conversion of the Company from a non-cellular company intoa Protected Cell Company (the “Conversion”). The principal purpose of the Conversion is to facilitate achange to the Company’s investment policy to allow it to become a long term co-investor in private equityinvestments originated by funds advised by Baring Vostok Capital Partners Limited (“Baring Vostok”). TheConversion will effect the ring-fencing of one existing asset of the Company in a “Cell”, separate from theremainder of the existing and any new assets which will be held in the “Core”. In this way, ExistingShareholders will be able to maintain their current interest and exposure to the underlying investment inYandex (Russia’s leading internet search engine and one of the Company’s most successful underlyinginvestments) which will be unaffected by the issue of equity share capital to new investors in the Companypursuant to the Placing. This will be the sole asset attributed to the Cell.

In connection with the Conversion, the provisions in the existing Articles pursuant to which the life of theCompany is tied to Fund II will be removed. In addition, as a result of the Conversion, the Company’sexisting investment policy will be required to be amended. Please refer to Parts II and IV of this Circular forfurther details.

The Transfer: Certain members of the Baring Vostok management team (the “Transferors”) areproposing to transfer to the Company in specie significant personal interests in funds advised by BaringVostok in exchange for new Core Shares (the “Transfer”).

The Transfer will require Existing Shareholder approval for a waiver of the provisions of Rule 9 of the Code(the “Panel Waiver”). Further details are set out below.

4

The Placing: To assist the Company in pursuing its new investment policy, the Company is also seekingto raise up to US$32 million of additional equity share capital via a placing (the “Placing”).

On Conversion, all Existing Shares will become Core Shares representing interests in the Core. Immediatelyfollowing Conversion and the creation of the Cell, however, an appropriate proportion of each ExistingShareholder’s holding of Core Shares will then be converted into Cell Shares, representing interests in theCell, pursuant to the provisions in the New Articles. The number of Core Shares converted into Cell Shareswill reflect the Yandex NAV as a proportion of the Company’s NAV, in each case calculated as at theCalculation Date. As such, each Existing Shareholder’s overall exposure to the Company’s current portfoliowill remain unchanged as a result of the Conversion but will be apportioned between Core Shares and CellShares.

Conditional on each of the Resolutions being approved by Existing Shareholders and Admission, additionalnew Core Shares will be issued pursuant to the Placing and the Transfer.

An application will be made for the Core Shares and Cell Shares to be admitted to listing on the Official Listof the CISX and to trading on the CISX (“Admission”).

The purpose of this document is to set out the background to and reasons for the Proposals and why theBoard is unanimously recommending that you vote in favour of the Resolutions to be proposed at theExtraordinary General Meeting to be held at 10.30 a.m. on 17 July 2013, notice of which is set out at theend of this Circular.

2. THE PROPOSALSIn summary, the Proposals comprise:

(A) the Conversion of the Company into a Protected Cell Company;

(B) the Transfer, including approval of the transfer as a Substantial Transaction under the Listing Rulesand the related Panel Waiver; and

(C) the Placing.

The Proposals referred to at (A) and (B) will require the approval of Existing Shareholders. Resolutions 1, 2,and 3 relate to Proposal (A) and Resolutions 4 and 5 relate to Proposal (B). The Placing (Proposal (C)) willbe undertaken pursuant to the Company’s existing authority to allot shares in the Company.

Details of each of the Proposals are set out in paragraphs 3 to 6 below.

Background to the CompanyThe Company was created as a feeder vehicle to subscribe for a limited partnership interest in the BaringVostok Private Equity Fund, a group of four Guernsey registered limited partnerships (known collectively as“Fund II”), established in 2001 to invest in rapidly growing private enterprises in Russia and the countrieswhich comprise the FSU. The Company received US$20 million in capital commitments mostly frominstitutions who were also shareholders in the First NIS Regional Fund (“Fund I”), a 1994 vintage closed-end fund also advised by Baring Vostok.

The sole asset of the Company is its US$19.65 million commitment to Fund II (which equates to a7.656 per cent. net limited partnership interest) and the Company’s life is currently required to terminateautomatically with the life of Fund II. Fund II has reached the end of its initial 10 year term and Fund II’slimited partners have extended its term until December 2013. To allow time to liquidate Fund II’s threeremaining core investments (Yandex, Europlan and Ozon), Fund II has the right, which it intends to exercise,to request its investor limited partners to agree to a further one year extension (until December 2014).

The Company has an exceptional track record, generating a net annualised IRR of 37.4 per cent., over theperiod from inception in October 2001 to 31 March 2013.

5

As at the Calculation Date (and net of expenses payable by the Company in connection with theConversion and Transfer), the Company’s NAV was approximately US$56.5 million, of which approximatelyUS$31.6 million was represented by its interest in Yandex.

Background to, and reasons for, the ProposalsThe proposed change to the Company’s investment policy will allow it to become a long-term co-investoralongside Baring Vostok Private Equity Fund V, L.P. (“Fund V”) and subsequent funds advised by BaringVostok in private equity investment opportunities in Russia and the CIS.

The Company will avoid making a fixed capital commitment to Fund V and has instead agreed a generalframework for co-investing alongside Fund V. In this regard, the Company is initially expected to contributebetween 2 to 6 per cent. of the purchase price of each private equity investment made by Fund V from thedate of Admission, with such co-investment allocation percentage determined annually by the Board byreference to the Company’s funds. It is expected that similar arrangements will apply with respect to anysubsequent Baring Vostok Funds which are established.

The Board recognises the interest of Existing Shareholders in ensuring their current interest and fullexposure to Yandex is preserved and accordingly the Conversion is principally intended to ensure thatExisting Shareholders retain an undiluted interest and exposure to Yandex, an existing Fund II portfoliocompany, represented by the new Cell Shares.

The Transferors are proposing the Transfer for several reasons, including to increase their exposure tofuture investments to be entered into by Fund V and subsequent Baring Vostok Funds which may beestablished and to have their existing exposure to Baring Vostok Funds managed through a single vehicle.Subject to certain exemptions, the Core Shares arising from the Transfer which are issued to theTransferors will be subject to a lock-up period as described under paragraph 4 below.

The assets to be transferred by the Transferors to the Company in return for new Core Shares pursuant tothe Transfer constitute substantial partnership interests in the partnerships comprising Baring VostokPrivate Equity Fund III (“Fund III”) and Baring Vostok Private Equity Fund IV (“Fund IV”), in each case heldby the general partners of such Baring Vostok Funds, amounting to US$22.5 million and US$30.4 millionrespectively. As a result of the Transfer, the Transferors are expected to become significant Shareholdersin the Company.

In order to assist the Company in pursuing its new Core Investment Policy, the Company will also seek toraise capital by issuing new Core Shares pursuant to the Placing. The Placing is expected to be non-dilutiveto the Company’s NAV per Existing Share as at the Calculation Date. New Core Shareholders under thePlacing will acquire an exposure to the Company’s existing assets (other than Yandex) and the interests inFund III and Fund IV to be acquired pursuant to the Transfer. The size of the Placing is being capped atUS$32 million in order to permit a balanced investment portfolio to be maintained, as further describedbelow.

Together the members of the Baring Vostok management team who are issued Core Shares pursuant tothe Transfer and/or the Placing will be considered to be a “concert party” (the “Concert Party”) for thepurposes of the Code in connection with their proposed investment in the Company and, as such, theTransfer and the Placing are subject to approval by Existing Shareholders (excluding any such ExistingShareholders who are not independent of the members of the Concert Party) of the Waiver Resolutionsince the members of the Concert Party will collectively own Core Shares with voting rights in excess of30 per cent. of the total voting rights in the Company.

On Admission, it is expected that over 70 per cent. of the Company’s assets attributable to the CoreShares will be invested in private equity assets via the Core’s residual interest in assets held by Fund II(being Ozon and Europlan) and, pursuant to the Transfer, the Core’s new interests in Fund III and Fund IV.Fund III (closed in 2005) and Fund IV (closed in 2007) are substantially fully invested in 21 investments asset out in more detail in Part IV of the Listing Document. The balance of the Core Assets represented bythe net proceeds of the Placing are intended primarily for investment alongside Fund V in accordance withthe new Core Investment Policy as set out in Part II of this Circular but may also be used to fund certainun-drawn capital commitments in Fund III and Fund IV.

6

Benefits of the Proposals● The Company will become a long-term co-investor in future Baring Vostok Fund investment

opportunities, providing Core Shareholders with exposure to a portfolio of high-quality, rapidlygrowing Russian companies, to be acquired alongside Fund V and other subsequent Baring VostokFunds;

● The creation of the Cell and attribution to it of the Company’s current exposure to Yandex, will ring-fence for their sole benefit Existing Shareholders’ current exposure to this asset, which is in theprocess of orderly realisation;

● The Transfer will provide Core Shareholders with exposure to 21 existing Fund III and Fund IV portfoliocompanies, most of which are considered to be leaders in their respective sectors, at valuationswhere Baring Vostok believe the potential for future increases in value is significant;

● The Transfer will also allow the interests of Core Shareholders to become strongly aligned with certainmembers of the Baring Vostok management team, who will collectively become one of theCompany’s largest Shareholders;

● The Company will also benefit from additional optionality, such as the potential purchase of secondarystakes or exposure to Tail Assets from Baring Vostok Funds which might be more attractive for theCompany to own over the longer term; and

● Existing Shareholders will also benefit from the general updating of the Company’s structural terms,including a formalised distribution policy and potential for a future listing of the Core Shares on theLondon Stock Exchange.

Expenses in connection with the ProposalsThe expenses payable by the Company in connection with the Conversion and Transfer are estimated tobe approximately US$600,000. Such expenses will be borne by the Company as a whole.

The expenses in connection with Placing will be deducted from the Gross Placing Proceeds. Further detailswith respect to the expenses of the Placing are set out in the Listing Document. In particular, the PlacingPrice has been set at a 2 per cent. premium to the NAV to be attributed to each Core Share as at theCalculation Date in order to cover the expenses of the Placing and ensure that the Placing is non-dilutiveto such NAV.

If any one of the Resolutions is not passed, all expenses in connection with the Proposals willbe borne by the Company as a whole.

3. CONVERSION OF THE COMPANY INTO A PROTECTED CELL COMPANYA Protected Cell Company is a cellular company governed by the Companies (Guernsey) Law, 2008, asamended (the “Companies Law”) in which different cells may be created from time to time at thediscretion of the Directors. The core (being that part of a cellular company which is not a cell) and each cell(if more than one) may have its own portfolio of assets, investment objective and investment policy, whichare sub-sections of the Protected Cell Company’s investment objective and investment policy. Shares in aProtected Cell Company may be issued in respect of any cell or the core. Persons investing in such shareswill only have recourse to, and (except in very limited circumstances) their interests shall be limited to, theassets from time to time of the relevant cell or the core in which they own shares.

The Company is proposing to convert into a Protected Cell Company and, immediately following theConversion, to create one cell to hold the Company’s interest in Yandex (the “Cell”). Consistent with theCompanies Law, the remainder of the Company will be referred to as the core (the “Core”).

It is intended that the Company’s interest in Yandex (along with any associated liabilities) will be attributedto the Cell (the “Cell Assets”). All other assets and liabilities of the Company will remain attributed to theCore and will therefore be referred to in this Circular as being the assets of the Core (the “Core Assets”).

7

Under the Companies Law, in order to undertake the Conversion, the Company will need to passResolutions authorising the Conversion and alterations to its Memorandum and Articles.

The Registrar of Companies in Guernsey will then issue the Registrar Certificate (upon which theConversion of the Company into a Protected Cell Company will be effective) upon receipt of copies of therequired documents.

Upon conversion into a Protected Cell Company, the Company will (as a matter of Guernsey law) be thesame continuing entity. The Company’s current issued ordinary shares (the Existing Shares) will continueto exist and holders of Existing Shares will hold the same shares in the Company, with those sharesbecoming Core Shares automatically upon Conversion. The Company’s interests in its investments willremain unchanged in all respects. The existing contractual relationships of the Company will continue in fullforce and effect.

Following the establishment of the Cell, the re-attribution of the Cell Assets to the Cell and the conversionof a proportion of the Core Shares to Cell Shares, the Company will continue as the same legal entity, withthe Core and the Cell having separate and legally segregated assets and liabilities. The Protected CellCompany structure shares many of the same characteristics as a company with multiple classes of sharesrepresenting different pools of investment, except that the Protected Cell Company is able to takeadvantage of the permitted structure under the laws of Guernsey which establishes such legal segregationof assets and liabilities on a statutory basis.

For detailed information on the Core Assets and the Cell Assets, please refer to Part IV of the ListingDocument. Existing Shareholders are also recommended to read carefully Parts III and V of this Circular,entitled “Risk Factors” and “Key Features of a Protected Cell Company” respectively.

Creation and Admission of New SharesOn Conversion, all Existing Shares in the Company become Core Shares representing interests in the Core.Immediately following the Conversion, the Company will establish the Cell and arrange the attribution of theCell Assets to the Cell and the New Articles will operate to convert an appropriate proportion of the CoreShares into Cell Shares attributable to the Cell, as described under the heading “Inter-CellularArrangements” below.

It is intended that the Core Shares will retain the same voting rights as are currently attributable to theExisting Shares. Given the realisation nature of the Cell, it is intended that the Cell Shares will be non-voting(save for in very limited circumstances in order to protect the rights of the Cell Shareholders). Please referto Part IV of this Circular and Part X of the Listing Document for further information on the respective rightsattaching to the two classes of New Shares.

In connection with the Conversion, the listing of the Existing Shares on the Official List of the CISX will becancelled. Application will be made to the CISX for admission of the Core Shares and the Cell Shares tolisting on the Official List of the CISX and to trading on the CISX. Such cancellation will occur upon theConversion becoming effective and the re-admission to the Official List of the CISX is expected to occurupon the opening of business on the following day. Admission is conditional upon the approval of each ofthe Resolutions and upon the Conversion becoming effective.

It is expected that Admission will become effective and that dealings in the Core Shares and the Cell Shareson the CISX will commence at 8.00 a.m. (London time) on 18 July 2013.

With regard to the Core Shares, the ISIN number is GG00BBJNLJ20 and the SEDOL code is BBJNLJ2.

With regard to the Cell Shares, the ISIN number is GG00BBJNLL42 and the SEDOL code is BBJNLL4.

The Conversion should not result in a disposal of Existing Shares by Existing Shareholders for UK taxpurposes but should instead be treated as a tax neutral reorganisation of share capital. The Directors havebeen advised that, under current law, both the Core Share and Cell Share classes created on theConversion should fall outside the UK offshore fund rules and therefore that the legislation contained in Part8 of the Taxation (International and Other Provisions) Act 2010 (“TIOPA”), should not apply to either classesof Shares in relation to any future disposal. The Conversion should also not have any Guernsey taxconsequences. Further information on the Guernsey and UK tax position is set out in Part VI of this Circular.

8

Core Shares and Cell Shares will be issued in registered form and may be held in either certificated oruncertificated form and settled through Euroclear or Clearstream, as applicable, from Admission.

It is expected that the Company will arrange for Euroclear and Clearstream to be instructed on18 July 2013 to credit the appropriate Euroclear or Clearstream accounts of the Existing Shareholders ortheir nominees with their respective entitlements to Core Shares and Cell Shares. The names of the ExistingShareholders or their nominees holding Core Shares and Cell Shares through their Euroclear orClearstream accounts will be entered directly onto the share register of the Company.

The transfer of Shares outside of the Euroclear and Clearstream systems following Admission should bearranged directly through Euroclear and Clearstream, as applicable. However, an investor’s beneficialholding held through the Euroclear or Clearstream systems may be exchanged, in whole or in part, onlyupon the specific request of the registered holder to Euroclear or Clearstream, as applicable, for sharecertificates or an uncertificated holding in definitive registered form. If a Core Shareholder or CellShareholder or transferee requests Core Shares or Cell Shares to be issued in certificated form and isholding such Core Shares or Cell Shares outside Euroclear or Clearstream, as applicable, a share certificatewill be despatched either to him or his nominated agent (at his risk) within 21 days of completion of theregistration process or transfer, as the case may be, of the Core Shares or Cell Shares. Core Shareholdersand Cell Shareholders (other than US Persons and persons acting for the account or benefit of any USPerson) holding definitive certificates may elect at a later date to hold such Core Shares and Cell Sharesthrough Euroclear or Clearstream provided they surrender their definitive certificates.

New ArticlesIn connection with the Conversion, the existing Articles will be required to be amended. The changes arerequired to reflect the Company’s conversion from a non cellular company to a Protected Cell Company.As a result of the adoption of the New Articles, the Company’s life will no longer be tied to the life of FundII. Further additional changes will also be made in order to reflect current law and practice in Guernsey.

Further details of the New Articles are set out in Part IV of this Circular.

Inter-Cellular ArrangementIf all of the Resolutions are passed at the Extraordinary General Meeting and the Conversion becomeseffective, all beneficial rights and liabilities attributable to all investments of the Company will be attributableto the Core.

Immediately following the Conversion becoming effective, pursuant to provisions contained in the NewArticles, the Board will establish the Cell and complete an arrangement between the Core and the Cellpursuant to which all beneficial rights and liabilities attributable to the investment in Yandex (being the CellAssets) will be transferred to, and be solely attributable to, the Cell. As a result of such transfer and re-attribution of the Cell Assets, a pro rata share of each Existing Shareholder’s holding of Core Shares will beautomatically converted into Cell Shares.

The number of Core Shares converted into Cell Shares will be calculated by reference to the Yandex NAVas a proportion of the Company’s NAV, in each case as at the Calculation Date. As such, each ExistingShareholder’s overall exposure to the Company’s current portfolio will remain unchanged as a result of theConversion.

The Company is also proposing that a new holding company (the “NewCo”) is set up in order to hold theCompany’s interest in Fund II, which will be transferred to the NewCo shortly before the Conversion. TheNewCo will issue two classes of shares, A Shares and B Shares. The A Shares, which will be entitled toany distribution made in respect of Yandex, will be issued to the Cell and the B Shares, which will beentitled to all other distributions made by Fund II, will be issued to the Core. The interposition of the NewCobetween Fund II and the Company is necessary in order to ensure that the Cell and the Core hold separateand separately identifiable assets, as required by the Companies Law, and will operate to ring-fence furtherthe Cell Shareholders interest in Yandex.

9

Core Investment Policy and Cell Investment PolicyAs a consequence of the Conversion, the Company’s existing investment policy and objective will berequired to be amended. Further details of the proposed new Core Investment Policy and Cell InvestmentPolicy are set out in Part II of this Circular.

The approval of the Existing Shareholders of changes to the Company’s investment policy and objective isnot required by the Listing Rules. Following Admission, however, the New Articles will require any materialchange to the new Core Investment Policy or Cell Investment Policy to be approved by a majority of CoreShareholders or Cell Shareholders, as appropriate, voting in favour of the change.

The implementation of new Core Investment Policy and Cell Investment Policy is conditional on Admission.

4. TRANSFERAs noted above, conditional on each of the Resolutions being approved, the Transferors will transfer theirpersonal interests in Fund III and Fund IV, with a value at the Calculation Date of US$22.5 million andUS$30.4 million respectively, to the Core in exchange for the issue of new Core Shares. Subject to certainexceptions (including that Core Shares may be transferred by the Transferors in the case of an offer for allor substantially all of the Core Shares), (i) the Core Shares arising on the Transfer which are issued to theTrust will be subject to a lock-up period of 5 years from the date of Admission, and (ii) the Core Sharesarising from the Transfer which are issued to the remainder of the Transferors will be subject to a lock-upperiod of 3 years from the date of Admission, provided that such lock-up will apply to only 30 per cent.(the “Lock-up Percentage”) of the Core Shares issued to the remainder of the Transferors and where theLock-up Percentage will decrease by 10 per cent. on each anniversary of Admission.

The price at which the interests in Funds III and IV will be transferred to the Core and new Core Shares willbe issued to the Transferors (the “Transfer Price”) will be calculated on a “Core NAV for Baring VostokFund NAV” basis, such that the number of new Core Shares to be issued to each Baring Vostok teammember shall, as near as possible, equal the value of their respective interests in Fund III and Fund IV asat the Calculation Date.

The Calculation Date for each of the relevant NAVs will be 31 March 2013, being the latest valuation datefor each of the Company, Fund III and Fund IV in respect of unlisted private equity investments, and10 June 2013, in respect of publically-quoted securities (including Yandex). All such valuations have beenprepared by Baring Vostok based on the new European Private Equity and Venture Capital Association(“EVCA”) endorsed International Private Equity and Venture Capital Valuation Guidelines (“IPEVC”) fairmarket guidelines.

The Board, having sought independent advice with respect to the basis of valuation, is satisfied that theTransfer Price is fair to Existing Shareholders.

Details of the Fund III and IV interests to be transferred to the Company under the Transfer and the increasein the assets of the Company which will result from the Transfer are set out in detail in Part IV of the ListingDocument. The Transfer will have no effect on the earnings or liabilities of the Company.

As the Company cannot issue fractions of Core Shares, where the number of Core Shares which wouldotherwise be issued is other than a whole number, the actual number of Core Shares issued to the relevantBaring Vostok team member will be rounded down to the nearest whole number of Core Shares. Theaggregate value of any fractional Core Shares which would otherwise have arisen shall be for the benefitof the Core and the Core Shareholders as a whole.

Substantial Transaction

As the Transfer exceeds certain thresholds set out in the Listing Rules, the Transfer will amount to a“Substantial Transaction” for the purposes of the Listing Rules. As such, the approval of the ExistingShareholders is required before the Transfer can become effective. In addition, the Panel Waiver is requiredas described in paragraph 6 below.

10

In accordance with the Listing Rules, certain information relating to the Company and the effect of theTransfer must be provided to the Existing Shareholders in order for them to determine whether to approvethe Transfer as a “Substantial Transaction” for the purposes of the Listing Rules. Such information iscontained in this Circular and in the Listing Document, the contents of which are deemed to beincorporated into this Circular for such purposes.

Holding of Fund III and Fund IV partnership interests

The Baring Vostok team members’ partnership interests in Fund III and Fund IV, which are proposed to betransferred to the Company pursuant to the Transfer, are currently held by the respective general partnersof Fund III and Fund IV (the “Fund GPs”) on behalf of the Baring Vostok team members. The Baring Vostokteam members then hold limited partnership interests in the relevant Fund GP for Fund III and Fund IV.Following the Transfer, the Company will hold these limited partnership interests in the Fund GPs, which inturn hold partnership interests in Fund III and Fund IV. This means that the Company will not be a directlimited partner in Fund III or Fund IV and, accordingly, will not be entitled to enforce directly the legal andrestitutory protections afforded to the direct limited partners in Fund III and Fund IV and it will be reliantupon the Fund GPs to enforce its rights. A diagram of the proposed holding structure is set out in Part I ofthe Listing Document.

Existing Shareholders are referred in particular to the risk factor included on page 23 headed “TheCompany may not be entitled to the same legal protections as limited partners who hold their interest inFund III and/or Fund IV directly”.

5. PLACINGAs at the date of this Circular, the Company has also published a Listing Document containing details, interalia, of the Placing of up to 8,692 new Core Shares in the Company at a Placing Price of US$3,681 pernew Core Share to raise aggregate gross proceeds of up to US$32 million.

The size of the Placing has been structured to ensure that over 70 per cent. of the Company’s assets onAdmission attributable to the Core will be invested in private equity assets via the Company’s residualinterests in Fund II (Ozon and Europlan) and the transferred assets in Fund III and Fund IV. The balance ofthe assets represented by the net proceeds of the Placing are intended primarily for investment alongsideFund V in accordance with the new Core Investment Policy as set out in Part II of this Circular, but mayalso be used to fund certain undrawn capital commitments in Fund III and Fund IV.

The costs of the Placing will be no more than 2 per cent. of the Gross Placing Proceeds. To the extent thecosts of the Placing exceed an amount equal to 2 per cent. of the Gross Placing Proceeds, the InvestmentAdviser will bear the excess.

Existing Shareholders should note that the number of Core Shares available for placement under thePlacing will be scaled back (if required) so that the members of the Concert Party (as described inparagraph 6 below) will hold, in aggregate, not less than 50.1 per cent. of voting rights in the Company onAdmission. The Placing will not proceed if the Gross Placing Proceeds would be less than US$25 million(being the Minimum Gross Proceeds), provided that the Company, the Investment Adviser and Jefferiesmay notify investors via a CISX announcement that the Placing will proceed in respect of a lesser amount.If the Placing were to proceed on the basis of the Minimum Gross Proceeds, the members of the ConcertParty would hold, in aggregate, 53.5 per cent. of voting rights in the Company on Admission. Please referto paragraph 6 below for details in relation to the Concert Party.

Further details of the Placing are set out in the Listing Document which accompanies this Circular.

6. PANEL WAIVERApplication of the Code to the CompanyAs a Guernsey company which has its Existing Shares admitted to trading on the CISX, the Company issubject to the Code. Following the Resolutions being passed by the requisite majorities and theConversion, Transfer and Placing becoming effective, based on the Maximum Gross Proceeds beingraised, the members of the Concert Party will be interested in aggregate in Core Shares representing 50.1per cent. of the Core Shares of the Company.

11

Under Rule 9 of the Code, any person who acquires an interest (as defined in the Code) in shares which,taken together with shares in which he is already interested and shares in which persons acting in concertwith him are interested, carry 30 per cent. or more of the voting rights of a company which is subject tothe Code, is normally required to make a general offer to all the remaining shareholders to acquire theirshares (subject to certain limited exemptions).

Similarly, when any person, together with persons acting in concert with him, is interested in shares whichin the aggregate carry not less than 30 per cent. of the voting rights of such a company, but does not holdshares carrying more than 50 per cent. of such voting rights, a general offer will normally be required if anyfurther interests in shares are acquired by any such person (subject to certain limited exemptions).

An offer required under Rule 9 must be made in cash and at the highest price paid by the person requiredto make the offer, or any person acting in concert with him, for any interest in shares of the company duringthe 12 months prior to the announcement of the offer.

The Takeover Panel has confirmed that for the purposes of Rule 9 of the Code in connection with themembers of the Concert Party’s proposed investment in the Company, the Core Shares will be treated asa separate class of shares in the Company, separate from the Cell Shares such that when any personacquires an interest (as defined in the Code) in Core Shares which, taken together with Core Shares inwhich he is already interested and Core Shares in which persons acting in concert with him are interested,carry 30 per cent. or more of the voting rights of the Core Shares which are subject to the Code, thatperson is normally required to make a general offer to all the remaining shareholders to acquire their shares(subject to certain limited exceptions). The Core Shares and Cell Shares will be treated as separate classesof shares in the Company because the Cell Shares are non-voting shares (save for in very limitedcircumstances) with no influence over the control of the Company. The Core Shares carry full voting rights.

Similarly, when any person, together with persons acting in concert with him, is interested in Core Shareswhich in the aggregate carry not less than 30 per cent. of the voting rights of the Core Shares, but doesnot hold Core Shares carrying more than 50 per cent. of such voting rights, a general offer will normally berequired if any further interests in Core Shares are acquired by any such person (subject to certain limitedexceptions).

Calvey Family TrustUpon completion of the Conversion, Transfer and Placing, based on the Maximum Gross Proceeds beingraised, The Calvey Family Trust (the “Trust”) will be directly interested in 42.8 per cent. of the voting rightsin the Core Shares of the Company, having been reorganised as a Protected Cell Company.

The Trust, which is in the process of being established, will be created by Mrs Julia Calvey (who is marriedto Mr Michael Calvey) under and governed by the laws of Guernsey and the beneficiaries of the trust willbe the children and future descendants of Mr and Mrs Michael Calvey. The trustee of the Trust will be CareyTrustees Limited, a company incorporated in Guernsey and licensed by the GFSC to conduct trust andcompany administration business in Guernsey. The directors of Carey Trustees Limited are Jim Gilligan,Philip Retz, Jessica Morris and Sonia Bourgaize whose appointment as directors of Carey Trustees Limitedhas been approved by the GFSC for the purpose of operating a Guernsey licensed fiduciary company. TheTrust’s only assets will be its interests in the Core Shares.

Mr Michael Calvey is a Senior Partner and a member of the Board of Directors of Baring Vostok CapitalPartners (“BVCP”) which, having been established in 1994, is one of the oldest and largest private equityfirms focussing on Russia and the CIS. The Baring Vostok Funds focus on private equity investment inRussia and the CIS and currently have over US$3.6 billion of committed capital. Since 1994, the BaringVostok Funds have invested over US$2.1 billion in 63 companies in Russia, Kazakhstan, Ukraine and othercountries of the Former Soviet Union. 42 investments have been fully or partially exited with an averageholding period of six years. Mr Calvey has been working full time on the Baring Vostok Funds since the firstfund was established in 1994. He is the Chairman of the Investment Committee of the Baring Vostok Fundsand has been directly or indirectly involved in most of the investments of the Baring Vostok Funds sincetheir establishment. Prior to 1994 Mr Calvey worked at the European Bank for Reconstruction andDevelopment (“EBRD”), where he was responsible for several investments in the oil and gas sector inRussia. Prior to the EBRD, he worked at Salomon Brothers Inc. in New York with the oil and gas team ona variety of corporate finance and mergers and acquisitions assignments. Mr Calvey has an MSc in Financefrom the London School of Economics and a BBA from Oklahoma University.

12

The Concert PartyEach of the individuals listed below also intends to participate in the Transfer and/or the Placing. Each ofthem is currently an employee of Baring Vostok Cyprus, as is Mr Michael Calvey. Baring Vostok Cyprus isa company registered in Cyprus with an office in Moscow. Baring Vostok Cyprus is a limited liabilitycompany established to act as the investment adviser to the general partners of the Baring Vostok Funds.Baring Vostok Cyprus is a wholly owned subsidiary of Baring Vostok Capital Partners Limited, which is acompany registered in Guernsey whose directors are Mr Michael Calvey, Mr Terrence English, Mr JohnDare, Mr Michel Davy and Mr Kevin Brennan. Baring Vostok Capital Partners Limited is a limited liabilitycompany established to act as the investment adviser to the general partners of the Baring Vostok Funds.It is because of their close working relationship within the Baring Vostok Group and because each of theindividuals listed below will consult with Mr Michael Calvey prior to voting their Core Shares that each isacknowledged to be acting in concert with Mr Michael Calvey for the purposes of the Code in connectionwith their proposed investment in the Company.

Hugo Canwell, General Counsel (who, following the Transfer and Placing, based on the Maximum GrossProceeds being raised, will be indirectly interested in 0.07 per cent. of the voting rights in the Core Shares).

Andrey Costyashkin, Partner (who, following the Transfer and Placing, based on the Maximum GrossProceeds being raised, will be indirectly interested in 3.38 per cent. of the voting rights in the Core Shares).

Mikhail Ivanov, Partner (who, following the Transfer and Placing, based on the Maximum Gross Proceedsbeing raised, will be indirectly interested in 0.72 per cent. of the voting rights in the Core Shares).

Mikhail Lomtadze, Partner (who, following the Transfer and Placing, based on the Maximum GrossProceeds being raised, will be indirectly interested in 3.19 per cent. of the voting rights in the Core Shares).

Panel WaiverThe Panel has agreed that, subject to the approval of the Existing Shareholders on a poll, it will waive theobligation on the members of the Concert Party to make a general offer that would otherwise arise as aresult of the Transfer and the Placing.

Accordingly, the Wavier Resolution is being proposed at the Extraordinary General Meeting. In order tocomply with the Code, the Waiver Resolution will be taken on a poll to be called by the Chairman of theExtraordinary General Meeting to be passed by more than 50 per cent. of votes cast by the ExistingShareholders (excluding any such Existing Shareholders who are not independent of the members of theConcert Party) present and voting at the Extraordinary General Meeting in person or by proxy.

This Circular provides Existing Shareholders with further details of the Waiver Resolution and explains whythe Independent Directors consider that voting in favour of the Waiver Resolution is in the best interests ofboth the Company and the Existing Shareholders as a whole.

If the Resolutions are passed by the requisite majorities and the Conversion, Transfer andPlacing become effective, the members of the Concert Party will, in aggregate, hold more than50 per cent. of the Core Shares in the Company, and (for so long as they continue to be treatedas acting in concert) may accordingly increase their aggregate interest in Core Shares withoutincurring any further obligation under Rule 9 of the Code to make a general offer, althoughindividual members of the Concert Party will not be able to increase their percentage interestsin Core Shares through or between a Rule 9 threshold without Panel Consent.

The maximum interest, in aggregate, of the members of the Concert Party following the passingof the Resolutions and the Conversion, Transfer and Placing becoming effective will be 50.1 percent. of the Core Shares based on the Maximum Gross Proceeds being raised. If the Placingwere to proceed on the basis of the Minimum Gross Proceeds, the members of the ConcertParty would hold, in aggregate, 53.5 per cent. of voting rights in the Company on Admission.

If, on a future occasion, the Company issues additional Core Shares and the members of the Concert Partysubscribe for additional Core Shares pro rata according to their existing interests and all other existingholders of Core Shares do the same, the interests of the members of the Concert Party in the Core Shareswould remain the same in percentage terms. However, if: (a) other holders of Core Shares do not subscribe

13

for additional Core Shares and the members of the Concert Party do subscribe for additional Core Sharesthe interests of the members of the Concert Party in the Core Shares would increase in percentage terms;or (b) other holders of Core Shares do subscribe for additional Core Shares and the members of theConcert Party do not subscribe for additional Core Shares the interests of the members of the ConcertParty in the Core Shares would decrease in percentage terms which may reduce the percentage holdingof the members of the Concert Party in Core Shares below 50 per cent. and therefore the members of theConcert Party would become subject to Rule 9 of the Code as described above.

As noted above, Existing Shareholders should note that the number of Core Shares available for placementunder the Placing will be scaled back (if required) so that the members of the Concert Party will hold, inaggregate, not less than 50.1 per cent. of voting rights in the Company on Admission. The Placing will notproceed unless the Gross Placing Proceeds exceed US$25 million (or such lesser amount as theCompany, the Investment Adviser and Jefferies may determine and notify to investors via a CISXannouncement).

Share Buybacks and Compulsory RedemptionsRule 37 of the Code extends the waiver principle so that, when a company purchases its own votingshares, any resulting increase in the percentage of shares carrying voting rights which a person or groupof persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of theCode (although a shareholder who is neither a director nor acting in concert with a director will not normallyincur an obligation to make an offer under Rule 9 of the Code).

If the Resolutions are passed by the requisite majorities and the Conversion, Transfer and Placing becomeeffective, the members of the Concert Party will hold more than 50 per cent. of the voting rights in the CoreShares and therefore no further Shareholder consent will be required for the members of the Concert Partyto make further acquisitions (subject to the restrictions set out above with regards to members of theConcert Party). However, should the interests of the members of the Concert Party in aggregate bereduced to less than 50 per cent. the Board may request, in due course, that the Takeover Panel grant awaiver of Rule 9 in respect of any buy back under the current authority and will convene a general meetingat which Shareholders, other than the members of the Concert Party, can consider an ordinary resolutionto approve the whitewash resolution.

Further to the distribution policy described at paragraph 7 below, should the Company choose to make adistribution by way of a compulsory redemption, such compulsory redemptions would be on a pro-ratabasis to all Shareholders and would not affect the percentage of voting rights held by the members of theConcert Party.

7. THE CORE AND THE CELLPortfolioFurther details of the Company’s investments in respect of the Core and the Cell are set out in Part IV ofthe Listing Document entitled “Portfolio”.

Distribution policyConditional on each of the Resolutions being passed and Admission, the Company’s existing distributionpolicy will be required to be modified. A summary of the proposed new distribution policies in respect ofthe Core and the Cell are set out below:

● Core – The Core will distribute 50 per cent. of realised gains from private equity investments to CoreShareholders by way of dividends, compulsory redemptions or the repurchase of Core Shares. Forthe avoidance of doubt, the basis on which realised gains will be calculated for those underlyingportfolio investments that become Core Assets through the Transfer will be the value at which theyare transferred. In determining whether to return such realised gains in the form of dividends,compulsory redemptions or share repurchases, the Directors will have regard to the prevailing shareprice rating of the Core Shares. In particular, the Directors currently intend to prioritise sharerepurchases over dividends or compulsory redemptions where the market price at which the CoreShares trade is more than 10 per cent. below the NAV per Core Share for more than 1 month priorto any distribution.

14

The Articles also permit the Directors, in their absolute discretion, to offer a scrip dividend alternativeto Core Shareholders when a cash dividend is declared from time to time. In the event a scrip dividendis offered in future, an electing Core Shareholder would be issued new, fully paid up Core Shares (orCore Shares reissued from treasury) pursuant to the scrip dividend alternative, calculated by referenceto the higher of (i) the prevailing average mid-market quotation of the Core Shares on the CISX overfive trading days; or (ii) the NAV per Core Share, at the relevant time. The scrip dividend alternativewould be available only to those Core Shareholders to whom Core Shares might lawfully be marketedby the Company. The Directors’ intention is not to offer a scrip dividend at any time that the CoreShares trade at a material discount to the NAV per Core Share.

The remaining 50 per cent. of realised gains from private equity investments will be reinvested intonew private equity investments in accordance with the Core Investment Policy.

● Cell – The Cell will distribute 100 per cent. of the distributions it receives from Fund II (via the NewCo)by way of dividends, compulsory redemptions or the repurchase of Cell Shares. Any net incomereceived will be distributed by way of dividend each year.

Further details of the Company’s distribution policies in respect of the Core and the Cell are set out in theListing Document.

Repurchases of New SharesAt the Extraordinary General Meeting, the Company is proposing that the Directors be granted generalauthority to purchase in the market up to 14.99 per cent. of the Core Shares and 14.99 per cent. of theCell Shares in issue immediately following Admission at a price not exceeding the last reported Net AssetValue per New Share as at the time of purchase.

The Directors intend to seek annual renewal of this authority from the Shareholders at the Company’sannual general meeting. Pursuant to this authority, and subject to the Companies Laws and the discretionof the Directors, the Company may purchase New Shares in the market on an ongoing basis with a viewto addressing any imbalance between the supply of and demand for New Shares, thereby increasing theNet Asset Value per New Share and assisting in controlling any discount to Net Asset Value per New Sharein relation to the price at which the New Shares may be trading.

In the event that the Board decides to repurchase New Shares, purchases will only be made through themarket for cash at prices not exceeding the last reported Net Asset Value per New Share where theDirectors believe such purchases will result in an increase in the Net Asset Value per New Share. Suchpurchases will only be made in accordance with (a) the Listing Rules, which currently provide that themaximum price to be paid per Share must not be more than the higher of (i) five per cent. above theaverage of the mid-market values of Shares for the five Business Days before the purchase is made; or (ii)the higher of the last independent trade or the highest current independent bid for Shares; and (b) theCompanies Law, which provides inter alia, that any buyback is subject to the Company passing thesolvency test contained in the Companies Law at the relevant time.

Shares purchased by the Company may be cancelled or held as treasury shares up to a maximum of10 per cent. of the total number of issued Shares at any time.

The Company may borrow and/or realise investments in order to finance such New Share purchases.

Existing Shareholders and prospective Shareholders should note that the purchase of NewShares by the Company is entirely discretionary and no expectation or reliance should be placedon the Directors exercising such discretion on any one or more occasions.

Compulsory redemptions of New SharesPursuant to the New Articles, the Company will be permitted to make compulsory redemptions of NewShares in order to make distributions to Shareholders. Further details of the mechanism for the compulsoryredemption of New Shares are set out in the summary of changes to the Articles in Part VI. Where theCompany makes a compulsory redemption of New Shares, such compulsory redemption shall be madepro rata to each Shareholder’s holding of New Shares.

15

Existing Shareholders should refer to paragraph 6 of this Part I for details of provisions of the Codeapplicable to share buybacks and compulsory redemptions.

8. SIDE LETTER TO INVESTMENT MANAGEMENT AGREEMENTFollowing Admission, the Core will be subject to a management fee and performance fee in respect of allCore Assets which are not subject to a management fee or performance fee by another member of theBaring Vostok Group (“Qualifying Core Assets”). Details of the management fee and performance feewhich will be payable by the Company in respect of the Core are set out below. No management fee orperformance fee will be payable by the Company in respect of the Cell.

In addition, following Admission, the Company and the Investment Adviser believe that it is appropriate forthe Company to appoint a new investment manager that will be dedicated solely to the management ofthe Company (the “New Manager”). The New Manager will be a newly-established Guernsey companyowned by Baring Vostok Manager Holdings Limited, the parent company of the general partners of all ofthe Baring Vostok Funds. The composition of the board of directors for the New Manager will be identicalto the boards of the general partners of the Baring Vostok Funds.

The Company and Baring Vostok expect the New Manager to be incorporated shortly following Admission.A new investment management agreement will be entered into with the New Manager, such agreement tobe entered into on broadly the same terms and conditions as the existing Investment ManagementAgreement (the “New Investment Management Agreement”), save for the new fee arrangements, asummary of which are set in respect of the Side Letter below.

As an interim measure, in respect of the period from Admission until appointment of the New Manager, theCompany intends to amend the existing Investment Management Agreement by side letter (the “SideLetter”). A summary of the provisions of the Side Letter are set out below. The existing InvestmentManagement Agreement and Side Letter will be terminated on entering into the New InvestmentManagement Agreement by the Company and the New Manager. The Side Letter will become effectiveand is conditional on Admission.

Summary of the principal terms of the Side LetterThe Side Letter amends the Investment Management Agreement to incorporate a management fee andperformance fee in respect of those Core Assets in respect of which the Investment Manager or membersof its group do not otherwise receive management and/or performance fees (“Qualifying Assets”). Underthe current Investment Management Agreement no management fee or performance fee is payable by theCompany as all fees are deducted at the underlying Fund II level. No management fee or performance feewill be payable by the Company in respect of the Cell.

Management fee

Pursuant to the provisions of the Side Letter, the Investment Manager will be entitled to receive from theCore (but not from the Cell) a management fee of 1.5 per cent. per annum of the lower of: (i) the marketcapitalisation of that proportion of the Core Shares as corresponds to the proportion of the Core Assetswhich is represented by Qualifying Assets (the “Fee-bearing Proportion”); and (ii) the Fee-bearingProportion of the Core NAV, subject to adjustment as provided in the Side Letter (the “Adjusted NAV“),each as determined as at the last day of the relevant quarter (such fee to accrue daily, be calculated as athree-month average and be payable quarterly in arrear within 30 days of the calculation being made).

Performance fee

In addition, the Investment Manager will be entitled to receive from the Core (but not from the Cell) aperformance fee of 20 per cent. of the amount (if any) by which the sum of the Adjusted NAV as at the endof each quarter and any qualifying distributions (paid since the preceding quarter in respect of which aperformance fee was last paid, failing which as at Admission) exceeds the Adjusted NAV as at the end ofthe immediately preceding quarter. A performance fee will only be payable for the relevant quarter if theAdjusted NAV exceeds the highest of (i) 1.5 times the Adjusted NAV as at Admission; (ii) the Adjusted NAVas at Admission plus an 8 per cent. annualised effective internal rate of return on such amount; and (iii) ahigh water mark representing the highest Adjusted NAV as at any previous quarter date, all subject toadjustment as provided in the Side Letter, and to the extent that following such payment the Adjusted NAV

16

exceeds the amounts specified in (i), (ii) and (iii) above (the “Criteria”) with any accrued but unpaidperformance fee being carried forward and to be subject to a catch up payment to the Investment Manageronce such accrual can be paid in the future in circumstances where the Criteria are met following suchpayment provided also that a performance fee will only be paid to the extent that it may be satisfied fromnet realised profits of the Core otherwise available for distribution to Core Shareholders (“AvailableProfits”) and to the extent that there are insufficient Available Profits any unpaid performance fee shall becarried forward and paid as at the first quarter date thereafter subject to satisfaction of the Criteria. Anyperformance fee payable will be paid quarterly in arrear within 30 days of the end of the relevant quarter.

Existing Shareholders should note that the implementation of the new management arrangementsis conditional on approval of each of the Resolutions. If one or more of the Resolutions is notapproved, the existing Investment Management Agreement will remain in place.

9. THE RESOLUTIONSIn order to effect the Proposals, Existing Shareholders will need to pass each Resolution described belowand the passing of each Resolution will be conditional upon the passing of every other Resolution. TheResolutions are set out in the notice of the Extraordinary General Meeting at the end of this Circular.

Resolution 1: ConversionA Special Resolution is required to approve the Conversion of the Company into a Protected Cell Companyand to:

(a) change the Company’s name to “Baring Vostok Investments PCC Limited”;

(b) amend the Memorandum in certain respects as a consequence of the Conversion;

(c) adopt the New Articles;

(d) specify the proposed date on which the Conversion is to take effect.

Details of the material differences between the New Articles and the current Articles are set out in Part IVof this Circular.

Resolution 2: Amendment of MemorandumA Special Resolution will be required to make further amendments to the Memorandum in order to ensurethat the Memorandum reflects the requirements and provisions of the Companies Law.

Details of the material differences between the New Memorandum and the current Memorandum are setout in Part IV of this Circular.

Resolution 3: Conversion of Core Shares into Cell SharesAn Ordinary Resolution will be required to approve the conversion of the relevant proportion of Core Sharesinto Cell Shares, in accordance with the Listing Rules.

Details of the Inter-Cellular Arrangements are set out above.

Resolution 4: Transfer and Substantial TransactionAn Ordinary Resolution will be required to approve the Transfer and to approve the Transfer as a SubstantialTransaction.

Details of the Transfer are set out above.

Resolution 5: Buyback AuthorityAn Ordinary Resolution will be required to approve the buy back by the Company of the New Shares.

Details of the proposed buy back authority are set out above.

17

Resolution 6: Panel WaiverThe Waiver Resolution, details of which are set out under the paragraph headed “Panel Waiver” above, isrequired in connection with the Panel’s agreement to waive any obligation on the members of the ConcertParty to make a general offer to Shareholders pursuant to Rule 9 of the Code that would otherwise ariseas a result of the Transfer and the Placing.

In the event that any one of the Resolutions is not passed by the required majority of ExistingShareholders attending and voting (whether in person or by proxy) at the Extraordinary GeneralMeeting, the Proposals will not be implemented.

10. ACTION TO BE TAKENForm of ProxyIf you are an Existing Shareholder, you will find enclosed with this Circular a Form of Proxy for use at theExtraordinary General Meeting.

Whether or not you intend to be present at the Extraordinary General Meeting, you are asked to completethe Form of Proxy in accordance with the instructions printed thereon and to return it to Ipes (Guernsey)Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL as soon as possible, but in anyevent so as to arrive not later than 10.30 a.m. on 15 July 2013. The completion and return of the Form ofProxy will not preclude you from attending the Extraordinary General Meeting and voting in person if youwish to do so.

Extraordinary General MeetingIn order to implement the Proposals, an Extraordinary General Meeting will be required at which the aboveResolutions will be proposed and voted on by the Existing Shareholders.

The quorum for the Extraordinary General Meeting is two Existing Shareholders present in person or byproxy. If within thirty minutes from the time appointed for the Extraordinary General Meeting a quorum isnot present, the meeting shall stand adjourned to 7 days later at the same time and at the same venue on24 July 2013. On resumption of the adjourned meeting, those Existing Shareholders present in person orby proxy shall constitute the quorum.

Each of the Special Resolutions requires the approval of not less than 75 per cent. of the total number ofvotes cast by Existing Shareholders being entitled to vote. Existing Shareholders are urged to return theirForm of Proxy and vote in favour of the Special Resolutions.

In order to comply with the Code, the Waiver Resolution will be taken on a poll to be passed by more than50 per cent. of votes cast by the Existing Shareholders (excluding any such Existing Shareholders who arenot independent of the members of the Concert Party) present and voting at the Extraordinary GeneralMeeting in person or by proxy.

Existing Shareholders in the United States or who are US PersonsSubject to very limited exceptions, Existing Shareholders in the United States or who are US Persons willnot be eligible to attend the Extraordinary General Meeting or vote on the Resolutions in respect of theProposals or purchase Core Shares in the Placing. In order to attend the Extraordinary General Meeting orvote on the Resolutions in respect of the Proposals or purchase Core Shares in the Placing, ExistingShareholders in the United States must: (i) be persons reasonably believed to be QIBs who are alsoQualified Purchasers; and (ii) deliver to the Company a signed Investor Letter for QIBs/Qualified Purchasersin substantially the form enclosed with this Circular.

If you are located in the United States or are a US Person wherever located, subject to the very limitedexceptions specified in the preceding paragraph, this Circular and the attached Form of Proxy, as well asthe Conversion and the Placing described therein, are not intended for you, and you should discard thesedocuments and may not accept, or vote on, any of the matters described therein. Any form of proxy

18

received from an Existing Shareholder in the United States or who is a US Person in each case who doesnot meet the requirements specified in the preceding paragraph will not constitute a valid vote and will bedisregarded.

Risks associated with the ProposalsIn considering your decision in relation to each of the Resolutions, you are referred to the risksset out in Part III of this Circular. In addition, Existing Shareholders should also consider therisks set out in the section entitled “Risk Factors” in the Listing Document.

Existing Shareholders should read this Circular carefully and in its entirety and, if you are in anydoubt about the contents of this Circular or the action you should take, you are recommendedto seek immediately your own personal financial advice from your stockbroker, bank manager,solicitor, accountant or other independent financial advisor authorised under the FSMA.

11. RECOMMENDATIONResolutions 1 to 4Your Board considers that the Proposals (other than the Waiver Resolution, which is addressed below) andResolutions 1 to 4 are in the best interests of the Company and Existing Shareholders as a whole.Accordingly, the Board unanimously recommends Existing Shareholders to vote in favour of each theResolutions to be proposed at the Extraordinary General Meeting.

Resolution 5 (the Waiver Resolution)The Independent Directors, who have been so advised by Jefferies, consider the Waiver Resolution(Resolution 5) to be fair and reasonable and in the best interests of the Company and Existing Shareholdersas a whole. Peter Touzeau is not considered to be an Independent Director by virtue of his appointment asa director of a number of entities within the Baring Vostok Group, as such he has not taken part in therecommendation of the Waiver Resolution. In providing its advice, Jefferies has taken account of thecommercial assessments of the Independent Directors.

Yours sincerely

Ambassador Arthur HartmanChairman

19

PART II

CORE INVESTMENT POLICY AND CELL INVESTMENT POLICY

Conditional upon each of the Resolutions being passed at the EGM and Admission, the Investment Policyof the Company will be sub-divided into an Investment Policy for the Core and an Investment Policy for theCell as follows:

New Core Investment PolicyThe investment policy of the Core is to invest, directly or indirectly, in a portfolio of primarily middle-marketcompanies in Russia and other countries of the former Soviet Union plus Mongolia (together, the“Region”). It is anticipated that the underlying investments will principally be in shares of unlistedcompanies that are generally illiquid and difficult for investors outside of the Region to access. The Coremay invest directly as a co-investor alongside funds managed by Baring Vostok or indirectly through suchfunds.

Pending investment or distribution, cash held by the Core may be invested in Russian listed shares andcorporate fixed income instruments, certificates of deposit, gilts and other US dollar denominatedsovereign debt instruments, including Russian Government debt.

The New Articles provide that the Company (acting in respect of the Core) may borrow up to an amountequivalent to 20 per cent. of the Core NAV at the time such borrowing is made. The Board intends thatany borrowing by the Company shall be on a temporary basis for cash management purposes only.

New Cell Investment PolicyThe Cell will be managed with a view to receiving income and realisation proceeds from its interest inYandex and return the proceeds of such realisations to Cell Shareholders at such times and from time totime and in such manner as the Directors may (in their absolute discretion) determine.

The Cell will not make any new investments (other than cash and near cash equivalent securities). Any cashreceived by the Cell as part of the realisation of the Cell’s interest in Yandex but prior to its distribution toCell Shareholders will be held by the Cell as cash on deposit and/or as cash equivalents.

The New Articles provide that the Company (acting in respect of the Cell) may borrow up to an amountequivalent to 20 per cent. of the Cell NAV at the time such borrowing is made. The Board does not currentlyintend to incur any borrowing in respect of the Cell.

20

PART III

RISKS ASSOCIATED WITH THE PROPOSALS

Only those risks which are material and currently known to the Company have been disclosed.Additional risks and uncertainties not currently known to the Company, or that the Companycurrently deems to be immaterial, may also have an adverse effect on the Company.

Existing Shareholders should also consider the risks set out in the section entitled “RiskFactors” in the Listing Document.

Risks relating to Protected Cell CompaniesEntity riskConditional on the Resolutions being approved, the Company will be converted into a Protected CellCompany. A Protected Cell Company is a company that can create different cells, whose principal featureis that each cell has its own distinct assets and share capital, which are not generally available to creditorsof other cells of that company or creditors of the core company. Jurisdictions other than Guernsey may notbe prepared to accept that creditors of a particular cell are prevented from gaining access to the cellularassets of other cells, or that creditors of the Company as a whole do not have access to those assetsspecifically designated as cellular assets. In order to minimise this risk, where appropriate: (i) new serviceproviders to the Company may be required to agree that their fees will be paid solely from, and theirrecourse generally will be solely to, the assets of the Core or the particular cell to which the services relate;and (ii) each Shareholder in respect of a cell may be required to agree, when subscribing for Shares, thatany liability to the Shareholder will be satisfied only out of the assets of the Core or the particular cell towhich the liability relates. However, a court could determine that such agreements are not enforceable.

It should also be noted that existing service provider agreements will remain at the Company level andthese creditors may have recourse to the assets of the Cell. Please see the risk factor entitled“Counterparties to the Company’s existing contracts may have recourse to assets of the Cell”, below, forfurther details.

Other cells may be introduced by the Company from time to time. A separate portfolio will be maintainedfor each cell and each cell will bear its own liabilities. Each cell will remain ultimately liable to third partiesfor its own liabilities and the assets of one cell will not be generally available to meet the liabilities of anyother cell(s) unless otherwise provided for in the New Articles.

Cross-cell liabilitiesConditional on the Resolutions being approved, upon Admission, the Company will have one cell. Generallywithin a Protected Cell Company structure, the assets of each cell are segregated, so that the assets ofone cell are not available to satisfy the liabilities of any other cell. In the event of a particular cell’s portfoliosuffering severe losses such that the liabilities of the cell exceeded the assets of that cell, under the lawcurrently in effect in Guernsey, creditors of that cell could not seek to recover their losses from the assetsof other cells. However, although unlikely, there can be no assurance that such law will not change andthus that there will never be any cross-cell liability risk.

Counterparties to the Company’s existing contracts may have recourse to assets of the CellThe Company’s agreements with existing service providers will remain at the Company level and suchservice providers may provide services in respect of both the Core and any cell. There can be no guaranteethat such service providers will have recourse to only the Core Assets of the Company in the event of theCompany defaulting on its obligations under any such agreements. In the event of default on the part ofthe Company, such service providers may have recourse to the assets of the Core and of any cell.

No recourse to non-cellular assets in cases where a liability is specifically attributable to a cellIn cases where a liability is specifically attributed to a particular cell, no recourse can be made to the CoreAssets, being non-cellular assets, or the assets of any other cell as may be in existence at such time as

21

the liability falls due. It follows that although the Company may have sufficient assets to satisfy such liabilityattributable to the cell, the cell may be put into early liquidation ahead of the Company in order to satisfyoutstanding amounts in whole or in part from the assets of the cell alone and without recourse to otherassets.

Risks relating to the CISXThe existence of a liquid market for the Core Shares and the Cell Shares cannot be guaranteedThe Company will apply for the New Shares to be admitted to trading on the CISX. There can be noguarantee that a liquid market in the New Shares will develop. Accordingly, Shareholders may be unableto realise their investment at the NAV per Core Share or NAV per Cell Share, as applicable, or at all.

The Company is a registered closed-ended collective investment scheme. Accordingly, Shareholders willhave no right to have their Core Shares and/or Cell Shares redeemed or repurchased by the Company atany time. While the Directors retain the right to effect repurchases of Cell Shares and to return capital inthe manner described in this Circular, they are under no obligation to use such powers at any time andShareholders should not place any reliance on the willingness of the Directors to do so. Shareholderswishing to realise their Core Shares and Cell Shares will therefore be required to dispose of their CoreShares and Cell Shares through the secondary market. Accordingly, Shareholders’ ability to realise theirCore Shares and/or Cell Shares at the NAV per Core Share and NAV per Cell Share, as applicable, or atall is dependent on the existence of a liquid market for the Core Shares and the Cell Shares.

The New Shares could trade at a discount to Core NAV and Cell NAVThe New Shares could trade at a discount to the Core NAV or Cell NAV, as applicable, for a variety ofreasons, including due to market conditions or the extent to which investors undervalue the InvestmentManager’s investment management activities. The Company is not obligated to make cash distributions tothe Shareholders or to redeem New Shares. Therefore, in order to realise their New Shares, Shareholdersmay need to sell the same for cash. Accordingly, in the event that a holder of New Shares requiresimmediate liquidity, or otherwise seeks to realise the value of his holdings in the Core or the Cell of theCompany, through a sale of New Shares, the amount received by the Shareholder upon such sale may beless than the Core NAV or Cell NAV of the New Shares sold. Further, there is no guarantee that a liquidmarket in the New Shares will exist at the time of any such sale which may further reduce the amountreceivable by the Shareholders.

Please also refer to the risks contained under the sub-paragraph entitled “Risks relating to the CISX”.

Risks relating to the New SharesThere is limited scope for the further diversification of risk across the Cell AssetsAs at the date of this Circular, the Company does not intend to increase the size of its holdings in the CellAssets and/or to undertake further investment to increase the number of Cell Assets. Therefore, there isno scope for risk diversification across the Cell Assets save to the extent that such assets are representedby cash pending distribution to the holders of the Cell Shares.

The Core Assets and Cell Assets are illiquid and may be difficult to valueThe Core Assets and Cell Assets are illiquid, difficult to value and may not have a bid price.

Cell Shares may not be redeemed. Cell Shareholders may not receive distributionsThere is no assurance that Cell Shares will be redeemed or that Cell Shareholders will receive distributions.The Cell Shareholders, subject to the Board exercising its discretion to pay a dividend or to effectredemptions and all other applicable legal and regulatory requirements and restrictions, may receive theNet Cell Proceeds. Any distributions in respect of the Cell Shares are subject to a number of considerationsand restrictions that will include the following:

● the Company passing the solvency test contained in the Companies Law;

● prevailing market conditions;

● any other legal or regulatory constraints; and

22

● the Directors exercising their sole discretion to cause the Company to purchase or to redeem CellShares.

Any change in the tax treatment of dividends paid to, income received by or capital returned to theCompany may reduce the dividends or other distributions paid to the holders of the Cell Shares. Anychange in the tax treatment of distributions made to, or dividends paid to, the holders of Cell Shares mayhave adverse taxation consequences for such holders.

Risks relating to the TransferThe Company may not be entitled to the same legal protections as limited partners who holdtheir partnership interests in Fund III and/or Fund IV directlyAs the Company will not be a limited partner in either Fund III or Fund IV it will not be directly subject to,or afforded the protections contained in, the relevant limited partnership agreement for Fund III or Fund IV.The Company will have no contractual relationship with Fund III or Fund IV, save only in its capacity as alimited partner of each of the Fund GPs. In its capacity as a limited partner of each of the Fund GPs, theCompany will have no control over its indirect investments in Fund III and Fund IV and is dependent on thegeneral partners of the Fund GPs to operate the Fund GPs in a manner consistent with the investmentobjectives and intentions of the Company. There can be no guarantee that the general partners of the FundGPs will act in accordance with the Company’s wishes.

Existing Shareholders should note the general legal principle that the liability of a limited partner is limitedto their capital commitment, whilst the liability of a general partner is unlimited. Whilst the Company’sliability is limited (in respect of its capital commitment to each of the Fund GPs), and this is no different tothe limited partners who invest directly in Fund III and Fund IV, should the situation arise that the Fund GPsincur liabilities as principal, as opposed to liabilities on behalf of the relevant Baring Vostok Fund, then suchliabilities could diminish the value of the Fund GPs assets including their interests in the relevant BaringVostok Funds which will be held on behalf of the Company.

Following the Transfer the members of the Concert Party will, in aggregate, hold more than50 per cent. of the voting rights in the CompanyAs a result of the Transfer and the Placing, members of the Concert Party will hold, in aggregate, more than50 per cent. of the voting rights in the Company. This will mean that the members of the Concert Party willbe able to exercise control over Company. In particular, the members of the Concert Party will be able tocontrol the removal and appointment of Directors.

Risks relating to TaxationAn adverse change in the Company’s tax status or applicable tax legislation could harm theCompany’s financial condition or prospectsAny change in the Company’s tax status or in taxation legislation or practice in Guernsey or any otherjurisdiction affecting the Company could affect the value of the investments held by the Company or affectthe Company’s ability to achieve its investment objective or alter the post-tax returns to Shareholders. Anysuch change could adversely affect the net amount of any distributions to Shareholders.

In addition, if the Company were treated as having a permanent establishment, or as otherwise beingengaged in a trade or business, in any country in which it invests, income attributable to or effectivelyconnected with such permanent establishment or trade or business may be subject to tax on a net basis.

Statements in this Circular concerning the taxation of Shareholders are based upon current tax law andpublished practice in the jurisdictions covered, which law and practice is, in principle, subject to changethat could be adverse to Shareholders.

Changes in the Company’s non-UK tax residence status would adversely affect the CompanyIn order to maintain its non-UK tax resident status, the Company and each member of its group is requiredto be controlled and managed outside the United Kingdom. The composition of each group company’sboard, the place of residence of the board’s individual members and the location(s) in which the boardmakes decisions will all be important in determining and maintaining the non-UK tax resident status of that

23

company. Although each company is or will be established outside the UK and a majority of the board ofdirectors of each member of the group live outside the United Kingdom, continued attention must be givento ensure that major decisions are not made in the United Kingdom or the relevant company may lose itsnon-UK tax resident status. As such, management errors could potentially lead to a company beingconsidered a UK tax resident, which would negatively affect its financial and operating results.

If the Company becomes subject to the UK offshore fund rules there may be adverse taxconsequences for certain UK resident ShareholdersStatements in this document in particular take into account the UK offshore fund rules contained in Part 8of the Taxation (International and Other Provisions) Act 2010. Should the Shares of the Company beregarded as being subject to the offshore fund rules this may have adverse tax consequences for certainUK resident Shareholders.

Potential investors are urged to consult their tax advisers with respect to their particular tax situations andthe tax effect of an investment in the Company.

The Company may become subject to withholding tax in certain jurisdictions in which it invests,which may adversely affect returns to ShareholdersThe Company may become subject to tax (including withholding tax) in certain jurisdictions in which itinvests, or through which it structures investments, which may adversely affect returns to Shareholders.Any such taxes would have the effect of reducing the returns to Shareholders.

24

PART IV

EXPLANATORY NOTES OF THE PRINCIPAL CHANGES TO THE MEMORANDUM AND ARTICLES

Your Board is asking Existing Shareholders to approve a number of amendments to the Memorandum andArticles, for the following purposes:

● to reflect the conversion of the Company to a Protected Cell Company and to ensure that theCompany can operate fully as a Protected Cell Company; and

● to ensure compliance with the Companies Law, 2008 which came into effect on 1 July 2008 and toreflect any other developments in law, regulation and best practice since the adoption of the currentArticles.

1. CHANGES PROPOSED TO REFLECT THE CONVERSION OF THE COMPANY TO APROTECTED CELL COMPANYThe Company’s current Memorandum will be amended to reflect:

(a) the change of the Company’s name to “Baring Vostok Investments PCC Limited”; and

(b) to state that the Company will be a Protected Cell Company.

The New Articles will include the following material changes necessary for the proper functioning of aProtected Cell Company:

(i) giving the Directors the discretion to create new cells and issue a separate class of shares in respectof each such cell with such specific rights as the Directors may determine;

(ii) providing that the proceeds, if any, from any issue of shares in respect of a cell shall be for the accountof that particular cell;

(iii) giving the Directors the authority to initially constitute a new cell out of assets of the Company to beattributed to such cell at their sole discretion, and to convert a corresponding number of shares in theCompany into shares of that new cell;

(iv) providing that the assets, liabilities and income attributable to a cell shall be applied in the books ofthe Company exclusively to that cell;

(v) providing that any costs, expenses or liabilities incurred by the Company that are specificallyattributable to a particular cell shall be satisfied only out of the assets of such cell and no recoursemay be made to any other assets of the Company or any other cell thereof;

(vi) providing that any costs, expenses or liabilities incurred by the Company that are not specificallyattributable to a particular cell shall be satisfied out of non-cellular assets and/or assets attributableto a cell in such proportion as is in the Directors’ opinion most equitable;

(vii) providing that any assets acquired by the Company that are not acquired using the assets (orproceeds from the disposal of assets) of a particular cell shall be non-cellular assets of the Companyand shall not be attributed to a cell;

(viii) amending the winding up provisions of the Articles to provide for the liquidation of the cell;

(ix) providing the Directors with the discretion to effect a mandatory redemption of the shares issued fromtime to time in a cell in order to effect the winding up of that cell; and

(x) establishing the rights of Cell Shares, as described in Part IV of this Circular and Part X of this ListingDocument;

2. CHANGES PROPOSED TO REFLECT DEVELOPMENTS IN THE LAWIn accordance with the Companies (Transitional Provisions) Regulations, 2008 (the “TransitionalProvisions”) and subsequent amendments, Guernsey companies that were in existence under theCompanies (Guernsey) Law, 1994 (as amended) (the “1994 Law”) have been given until 31 December2013 to ensure compliance with the new legislation, the Companies Law.

25

The Board considers it prudent to implement changes to the memorandum and articles at theExtraordinary General Meeting, which will enable the Company to ensure that it will be in compliance withthe new legislation and benefit from having a modernised constitution.

3. NEW MEMORANDUMIt is proposed that the Memorandum be amended so that it contains the statements required by theCompanies Law.

Under the 1994 Law, the naming methodology for the constitutional documents of a Guernsey companyarose from the fact that a minimum of 2 persons were required in order to form a company (see sections1(1) and 94(d) of the 1994 Law). Such persons were said to “associate” in order to form the company andtherefore the memorandum and articles took on the description of memorandum and articles “ofassociation”. The Companies Law changed this position by permitting single member companies. As aresult of the fact that “association” is therefore no longer required, the description of the memorandum andarticles in the Companies Law has been changed to memorandum and articles of “incorporation”.

Paragraph 3 of the Memorandum contains a list of the objects and powers of the Company. Thisparagraph has been deleted in its entirety from the New Memorandum and replaced with a statement toconfirm that the objects of the Company are unrestricted. This is to take advantage of the Companies Lawwhich has abolished the doctrine of “ultra vires”. In accordance with section 113 of the Companies Law,“Unless a company’s memorandum specifically limits its objects, its objects are unrestricted”. This meansthat under the Companies Law a company’s objects are unrestricted (i.e. it may do anything) except to theextent that it limits itself by inserting objects into its memorandum (i.e. an unrestricted company has noexpressed objects). However, it should be noted that the Directors of the Company remain under afiduciary duty to observe the limitation on their powers imposed by or deriving from the Company’sinvestment objective and restrictions.

Paragraph 5 of the Memorandum specifies the authorised share capital of the Company. Under theCompanies Law, a company is no longer required to have an authorised share capital and so thisstatement has been replaced by a statement that the Directors may issue an unlimited number of shares.

Paragraph 8 of the Memorandum dealing with the Company’s signature has been deleted as it is no longera requirement to include the Company’s signature in the Memorandum. This is now included in the NewArticles (as article 37). This ensures that the Company’s signature may be amended by special resolutionof the Members if required. Following the expiry of the Transitional Provisions (currently scheduled to occuron 31 December 2013), it will only be possible to amend the New Memorandum in specific circumstances.

4. NEW ARTICLESIt is proposed that the Articles be replaced in their entirety by the New Articles.

Power of the Board to Issue SharesA Guernsey company is no longer required to have an authorised share capital and so references in theArticles to unissued shares, and to increasing the share capital of the Company by Shareholder resolution,have been removed. As a consequence, references to Unclassified Shares have also been removed.

Where a company has more than one class of shares, the directors may only issue shares if they areauthorised to do so by the company’s memorandum or articles of incorporation. At present, theauthorisation granted can extend only for a maximum period of 5 years whereupon it must be renewed.The New Articles authorise the directors to issue an unlimited number of shares during the period of 5 yearsfrom the date of adoption of the New Articles.

In addition, the Companies Law now permits the issue of redeemable shares which are not preferenceshares and the issue of shares of no par value as long as the power to do so is granted by the articles.The New Articles contain powers to reflect these new provisions of the Companies Law.

The Articles have also been amended to permit the Company to issue C Shares. C Shares are convertibleshares in the Company which convert into another existing class of shares in the Company at a

26

pre-determined time (usually at the point in time when the proceeds arising from the issue of such C Shareshave been substantially invested). The Company may issue C Shares as a way to limit “cash drag” inrespect of an existing portfolio of assets which is already fully or substantially invested.

Resolutions of MembersArticle 68 of the Articles (numbered Article 25.10 in the New Articles) in relation to proxies has beenamended to give the Directors greater flexibility in how they receive and process proxy forms. In particularShareholders will now be explicitly permitted to send their proxy forms to the Company in an electronicformat. In addition, in order to take advantage of the provisions of the Companies Law, it has been madeclear that calculation of the deadline for the delivery of proxy forms does not include any part of a non-working day. This ensures that the deadline does not fall on a weekend or public holiday, and assists theadministration of the Company.

The New Articles expressly state that Shareholders may pass resolutions by way of written resolutions.

Distributions and DividendsThe Articles have been generally amended to reflect the new solvency regime for the declaration andpayment of dividends and distributions under the Companies Law. The Companies Law has removed theprinciple of maintenance of capital, pursuant to which a Guernsey company was not permitted to reduceits share capital other than with the consent of members and through a special court approved process.Under the Companies Law, dividends and distributions to shareholders no longer need to be paid from anyparticular source and, specifically, do not need be paid from distributable profits or reserves.

Instead, dividends and distributions (including returns of capital) may (subject to the directors beingsatisfied that the Company passes a statutory test of solvency) be declared by the Directors in their solediscretion from time to time and such payments will not be subject to the approval of the Shareholders.

The New Articles contain powers to reflect these new provisions of the Companies Law and deletereferences to “profits available for distribution”, “capitalisation of profits” and similar phrases.

Articles 116 and 177 of the Articles have been omitted from the New Articles as the concepts ofmaintaining a redemption reserve and a share premium account are no longer applicable under theCompanies Law.

Compulsory redemptionsThe New Articles amend the existing powers which permit the Company to make compulsory redemptionsof shares so that the power is exercised on a class basis and by reference to the NAV applicable to thatclass. Any compulsory redemption of New Shares shall be made in volumes and on dates to bedetermined at the Directors’ sole discretion. Core Shares will be redeemed from all Core Shareholders prorata to their existing holdings of Core Shares on the relevant record date for any given Redemption Date.Cell Shares will be redeemed from all Cell Shareholders pro rata to their existing holdings of Cell Shares onthe relevant record date for any given Redemption Date.

When the Directors exercise their discretion to redeem compulsorily a given percentage of the Core Sharesor the Cell Shares, the Company will make a Redemption Announcement in advance of the relevantRedemption Date. The Redemption Announcement will include the following details:

● the aggregate amount to be distributed to Shareholders;

● the Relevant Percentage of the Core Share or Cell Shares to be redeemed (pro rata as between theholders of Core Shares or Cell Shares (as appropriate) as at the Redemption Record Date);

● a timetable for the redemption and distribution of redemption proceeds, including the RedemptionDate and the Redemption Record Date;

● the Redemption Price per Core Share or Cell Share (as appropriate);

● a new ISIN in respect of the Core Shares or Cell Shares (as appropriate) which will continue to belisted following the relevant Redemption Date; and

27

● any additional information that the Board deems necessary in connection with the redemption.

Redemptions of New Shares will become effective on each Redemption Date, being a date chosen at theDirectors’ absolute discretion, as determined by the Directors to be in the best interests of CoreShareholder or Cell Shareholders, as appropriate, as a whole. In determining the timing of any RedemptionDate, the Directors will take into account the amount of cash available for payment of redemption proceedsand the costs associated with such redemption. The New Shares redeemed will be the RelevantPercentage of the Core Shares or Cell Shares registered in the names of Core Shareholders or CellShareholders (as appropriate) on the Redemption Record Date. Shareholders will receive the RedemptionPrice per Core Share or Cell Share (as appropriate) in respect of each of their New Shares redeemedcompulsorily.

AccountsIf a Guernsey company holds a general meeting, it must table copies of its most recent accounts, directors’report and auditor’s report. However, it is no longer necessary to circulate these documents toshareholders prior to the meeting. Accordingly, the New Articles do not require the Company to circulatereports prior to the Company’s general meetings.

However, in compliance with the Companies Law the Company will continue to make reports and accountsavailable to Shareholders within 12 months of the end of the financial period to which they relate.

Electronic CommunicationsArticles 129 to 132 of the Articles (Article 45 of the New Articles) have been generally amended to reflectthe fact that the Companies Law now has provisions enabling communication with Shareholders byelectronic means. It is the Company’s intention to activate these new provisions and Shareholders will bedeemed to have given their consent to the receipt of electronic communications, including notices ofmeetings, from the Company. Such deemed consent may be withdrawn, by notice to the Company. Inrespect of any Shareholder who has not withdrawn that consent, the Company may post a notice ordocument on a website and send to such Shareholder a letter to inform them that the notice or documentmay be located on the website. In the case of any Shareholder who provides to the Company an emailaddress for the purposes of receiving notices and documents, the Company may send such notices anddocuments direct to that email address.

Record DatesThe New Articles contain new provisions formalising the Company’s ability to follow standard marketpractice of setting records dates for matters such as the right to attend general meetings and the right toreceive dividends.

28

PART V

KEY FEATURES OF A PROTECTED CELL COMPANY

1. LEGAL SEGREGATION OF ASSETS AND LIABILITIESA Protected Cell Company consists of a core and of separate and distinct, but not separately incorporated,cells. In accordance with the Companies Law and subject to any recourse agreements (described below)the assets and liabilities of any cell are legally segregated and protected from those of the other cells.Similarly, the assets and liabilities of the core are legally segregated and protected from those of the cells.The principle is that where any liability arises which is attributable to a particular cell or to the core, only thecellular assets attributable to that cell or the core assets attributable to the core, should be used insatisfaction of the liability. Thus, when considering a liability attributable to a cell, the core assets and theassets attributable to any cell other than the cell to which the relevant liability is attributable are “protectedassets”.

In the absence of a recourse agreement, creditors of a cell of a Protected Cell Company only have recourseagainst the cellular assets attributable to that cell and those cellular assets are “absolutely protected” fromthe creditors of the Protected Cell Company who are not creditors in respect of that cell. Similarly, unlessa recourse agreement stipulates otherwise, the core assets of a Protected Cell Company are only availableto the creditors of the core and are “absolutely protected” from any creditors of the Protected CellCompany who are not creditors of the core. Liabilities of a Protected Cell Company not otherwiseattributable to any of its cells must be discharged from the Protected Cell Company’s core assets.

Unless excluded in writing, it is an implied term of every transaction to which a Protected Cell Company isparty that no party shall make or attempt to make liable any “protected assets”. The Companies Law setsout recovery mechanisms in favour of the Protected Cell Company should any such party be successful intaking protected assets in satisfaction of liabilities. The principle is that, subject to the terms of any recourseagreement, the cellular assets attributable to a cell must be used in satisfaction of any liability attributableto that cell. In the same way, the assets attributable to the core are liable in respect of liabilities attributableto the core.

2. RECOURSE AGREEMENTSA recourse agreement is a written agreement between a Protected Cell Company and a creditor whichprovides that “protected assets” may be subject to a liability owed to a creditor. The Companies Law statesthat a Protected Cell Company may only enter into a recourse agreement if the directors have followedcertain procedures and (subject to the memorandum and articles of the Protected Cell Company) if thecore members or the members of the relevant cell (as appropriate) have approved the recourse agreement.Shareholders should note that the New Articles state that the Company may enter into recourseagreements without first obtaining the approval of Shareholders. However, the Company will only enter intoa recourse agreement without the approval of the holders of Shares in the Cells concerned where theDirectors consider, in good faith, that this is in the best interests of those Cells.

3. CONTRACTS PRE-DATING A CONVERSIONWhere a Protected Cell Company converts from being a non-cellular company to being a protected cellcompany, any creditor who entered into a transaction with the Protected Cell Company prior to theconversion shall have recourse to all core assets and cellular assets (other than any cellular assetsattributable to a cell created after the conversion) in respect of any liability for that transaction, unless thecreditor agreed otherwise.

Upon Conversion, the Company will be comprised of the Core only, and so (save as set out in the followingsentence) any counterparty to a transaction with the Company prior to the Conversion will only haverecourse against the assets of the Core, and will not have recourse against the assets of the Cell, whichshall be created by resolution of the Board immediately following the Conversion.

All liabilities of the Company arising pursuant to the Placing Agreement shall be attributable to the Core.

29

4. ASSETS OF CELLS AND THE CORE MUST BE KEPT SEPARATE AND SEPARATELYIDENTIFIABLE

The directors of a Protected Cell Company must keep cellular assets separate and separately identifiablefrom the core assets and also keep cellular assets attributable to each cell separate and separatelyidentifiable from cellular assets attributable to other cells. Nonetheless, the assets of a Protected CellCompany may be collectively invested, provided that they remain separately identifiable. The assets of aProtected Cell Company may also be held by a nominee or underlying company, the capital of which formscellular assets or core assets (as the case may be).

5. INFORMING THIRD PARTIESA Protected Cell Company must inform any person with whom it transacts that it is a Protected CellCompany and identify or specify the cell in respect of which that person is transacting or specify that thetransaction is in respect of the core (as appropriate). If a Protected Cell Company fails to provide thetransacting party with this information then the directors of that Protected Cell Company becomepersonally liable to the counterparty to the contract although, unless they were fraudulent, reckless,negligent or acted in bad faith, they do have a right of indemnity against the core assets of the ProtectedCell Company. Only the Court can relieve the directors from this liability on certain grounds set out furtherin the Companies Law and in doing so may order that any liability may be met from the cellular assets orcore assets of the Protected Cell Company.

6. NO TRANSFER OF ASSETS OUT OF A CELL OTHER THAN IN THE ORDINARY COURSE OFBUSINESS

With the approval of the Court, the assets of a particular cell, but not of the core, can be transferred toanother person wherever resident or incorporated. This transfer mechanism is not intended to cover theinvestment or divestment by the cell of cellular assets or the payment or transfers from cellular assets inthe ordinary course of the Protected Cell Company’s business. Such ordinary course transactions do notneed Court approval.

The Court will only approve a transfer of cellular assets if it is satisfied that the creditors of the cellconcerned have consented to the transfer or would not be unfairly prejudiced by the transfer. TheCommission has a right to make representations to the Court in respect of the transfer. A transfer can beapproved by the Court even though the Protected Cell Company is being wound up or it or any of its cellsis subject to an order for receivership or administration.

7. THE COURT MAY VARY, RESCIND, REPLACE OR CONFIRM AN ARRANGEMENT BETWEENCELLS

A Protected Cell Company may in the ordinary course of its business or the business attributable to any ofits cells, make an arrangement where it deals, transfers, disposes or attributes cellular assets or coreassets between any of its cells or between the Protected Cell Company and any of its cells. If necessary,the Protected Cell Company must adjust its accounting records and those of the affected cells to reflectthe new arrangement. The Protected Cell Company itself, its liquidators or administrators, or the receiveror administrator of any cell may apply to the Court to make an order to vary, rescind, replace or confirm inrespect of the execution, administration or enforcement of an arrangement.

8. WINDING UPIn a winding up, the cells of a Protected Cell Company remain separate and the liquidator may apply a cell’sassets only to those creditors entitled to have recourse against them. The general rule that a company’sassets must be applied in satisfaction of the company’s debts and liabilities pari passu is modified to applyto Protected Cell Companies subject to the provisions of the Companies Law relating to Protected CellCompanies.

9. ADMINISTRATION ORDERS IN RESPECT OF A PROTECTED CELL COMPANY OR A CELLAn administration order may be granted by the Court in respect of a Protected Cell Company or any oneor more of its cells, if the Court is satisfied that the Protected Cell Company (or cell) does not satisfy or is

30

likely to become insolvent, and if the Court considers that the making of an administration order mayachieve one or more of the following:

(a) the survival of the Protected Cell Company or cell (as the case may be) and the whole or any part ofits undertaking, as a going concern; or

(b) a more advantageous realisation of the Protected Cell Company’s or cell’s (as the case may be) assetsthan would be effected on a winding up.

Administration implements a court sanctioned moratorium against resolutions for the winding up of aProtected Cell Company, and on the commencement or continuance of proceedings against the ProtectedCell Company (without the leave of the Court) during the period between the application and the makingof the actual administration order. The moratorium continues once the administration order has beengranted but does not affect rights of set-off and secured interests.

An administrator is empowered to do all such things as may be necessary or expedient for themanagement of the affairs, business and property of the Protected Cell Company or cell. Upon hisappointment, the administrator must take into his custody or control all the property to which the ProtectedCell Company or cell appears entitled. The administrator must also manage the affairs, business andproperty of the Protected Cell Company or cell in accordance with any directions given by the Court. Theadministrator can remove and appoint directors. Neither an application for administration, nor theconsequent order for administration, results in a statutory cessation of the powers and responsibilities ofthe directors. However, any functions conferred on the Protected Cell Company or its officersconstitutionally or by Companies Law which could be performed in a way which interferes with theadministrator’s functions, may not be performed unless the administrator gives his consent.

An administration order in respect of a cell of a Protected Cell Company may not be made if a liquidatorhas been appointed to act in respect of the Protected Cell Company, if an application has been made forthe winding up of the Protected Cell Company or if the Protected Cell Company has passed a resolutionfor voluntary winding up.

An administration order ceases to have effect when a liquidator is appointed. A resolution for the voluntarywinding up of a Protected Cell Company or any cell which is subject to an administration order can onlybe made with the approval of the Court.

10. RECEIVERSHIP ORDERS IN RESPECT OF A CELLA receivership order may be made by the Court in respect of one or more cells of a Protected CellCompany where:

(a) taking account of any assets subject to a recourse agreement, the cellular assets attributable to aparticular cell are or are likely to be insufficient to discharge the creditor’s claims in respect of that cell;

(b) the making of an administration order in respect of that cell would not be appropriate; and

(c) the making of an order would achieve the orderly winding up of the business of that cell and thedistribution of the cellular assets to those who have recourse against them.

During the continuance of a receivership order, the powers and responsibilities of the directors cease.There is a Court sanctioned moratorium during the operation of the receivership order against resolutionsfor the winding up of the Protected Cell Company and on the commencement or continuance ofproceedings against the relevant cell of the Protected Cell Company (save with the leave of the Court). Themoratorium does not affect the rights of set-off and secured creditors. A receivership order may be madein respect of a cell which is subject to an administration order.

The Protected Cell Company, its directors, any creditor of a cell, a cell shareholder, an administrator of acell or the Commission may apply for a receivership order. Notice of the application must be served on theProtected Cell Company, any administrator (if any) of the cell, the Commission and any other person theCourt may direct.

Subject to rules on preferential payments, any subordination agreements and any set-off agreements, theProtected Cell Company’s cellular assets which are the subject of a receivership order must be realised

31

and applied pari passu. Any surplus must be distributed to shareholders or persons so entitled. If there areno such persons, it must be distributed among the holders of the core assets in accordance with theirrespective rights and interests.

A receivership order in respect of a cell of a Protected Cell Company may not be made if a liquidator hasbeen appointed to act in respect of the Protected Cell Company or if the Protected Cell Company haspassed a resolution for voluntary winding up.

32

PART VI

TAX CONSIDERATIONS AND ADDITIONAL INFORMATION

1. TAX CONSIDERATIONS1.1 General

The comments below are applicable to the Company and (except in so far as express reference ismade to the treatment of other persons) to persons who are resident or ordinarily resident in Guernseyor the United Kingdom for tax purposes. They are of a general and non-exhaustive nature based onthe Directors’ understanding of the current revenue law and published practice in Guernsey and theUnited Kingdom, which is subject to change possibly with retrospective effect. The following summarydoes not therefore constitute legal or tax advice and applies only to persons holding Existing Sharesas an investment and who have acquired their Existing Shares otherwise than by virtue of an office oremployment. The following summary may not apply to certain Existing Shareholders, such as dealersin securities.

An investment in the Company involves a number of complex tax considerations. Changes in taxlegislation in any of the countries in which the Company will have investments or in Guernsey (or inany other country in which a subsidiary of the Company through which investments are made, islocated), or changes in tax treaties negotiated by those countries, could adversely affect the returnsfrom the Company to investors.

Existing Shareholders should consult their professional advisers on the potential taxconsequences of the Conversion or the holding or disposal of Core Shares and Cell Sharesunder the laws of their country and/or state of citizenship, domicile or residence.

1.2 Guernsey TaxationThe CompanyThe Company is eligible to apply for, and has obtained, exemption from liability to income tax inGuernsey under the Income Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 by the Director ofIncome Tax in Guernsey for the current year. Exemption must be applied for annually and will begranted, subject to the payment of an annual fee, which is currently fixed at £600, provided that theCompany qualifies under the applicable legislation for exemption. It is the intention of the Directors toconduct the affairs of the Company so as to ensure that it continues to qualify for exempt companystatus for the purposes of Guernsey taxation.

As an exempt company, the Company is and will be treated as if it were not resident in Guernsey forthe purposes of liability to Guernsey income tax. Under current law and practice in Guernsey, theCompany will only be liable to tax in Guernsey in respect of income arising or accruing in Guernsey,other than from a relevant bank deposit. It is anticipated that no income other than from a relevantbank deposit will arise in Guernsey and therefore the Company will not incur any additional liability toGuernsey tax.

There should be no Guernsey tax consequences for Existing Shareholders as a result of theConversion.

ShareholdersIn the case of Shareholders who are not resident in Guernsey for tax purposes the Company’sdistributions can be paid to such Shareholders without giving rise to a liability to Guernsey incometax, nor will the Company be required to withhold Guernsey tax on such distributions.

Shareholders who are resident for tax purposes in Guernsey (which includes Alderney and Herm) willincur Guernsey income tax at the applicable rate on a distribution paid to them by the Company.Provided the Company maintains its exempt status, there would currently be no requirement for theCompany to withhold tax from the payment of a distribution to a Guernsey resident Shareholder. TheCompany will be required to provide the Director of Income Tax in Guernsey such particulars relatingto any distribution paid to Guernsey resident Shareholders as the Director of Income Tax may require,

33

including the names and addresses of the Guernsey resident Shareholders, the gross amount of anydistribution paid and the date of the payment.

The Director of Income Tax can require the Company to provide the name and address of everyGuernsey resident who, on a specified date, has a beneficial interest in the Shares, with details of theinterest.

Guernsey currently does not levy taxes upon capital inheritances, capital gains, gifts, sales or turnover(unless the varying of investments and the turning of such investments to account is a business orpart of a business), nor are there any estate duties (save for registration fees and ad valorem duty fora Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey whichrequire presentation of such a Grant).

No stamp duty is chargeable in Guernsey on the issue, transfer or redemption of Shares in theCompany.

Although not a Member State of the European Union, Guernsey, in common with certain otherjurisdictions, entered into agreements with EU Member States on the taxation of savings income.From 1 July 2011 paying agents in Guernsey must automatically report to the Director of Income Taxin Guernsey any interest payment to individuals resident in the contracting EU Member States whichfalls within the scope of the EU Savings Directive (2003/48/EC) (the “EU Savings Directive”) as appliedin Guernsey. However, whilst such interest payments may include distributions from the proceeds ofshares or units in certain collective investment schemes which are, or are equivalent to, UCITS, inaccordance with EC Directive 2009/65/EC and guidance notes issued by the States of Guernsey onthe implementation of the bilateral agreements, the Company should not be regarded as, or asequivalent to, a UCITS. Accordingly, any payments made by the Company to Shareholders will notbe subject to reporting obligations pursuant to the agreements between Guernsey and the EUMember States to implement the EU Savings Directive in Guernsey.

The operation of the EU Savings Directive is currently under review by the European Commission anda number of changes have been outlined which, if agreed, will significantly widen its scope. Anyreview will affect EU Member States. Guernsey, along with other dependent and associatedterritories, will consider the effect of any proposed changes to the EU Savings Directive in the contextof existing bilateral treaties and domestic law, once the outcome of that review is known. If changesare implemented, the position of Shareholders in relation to the EU Savings Directive as applied inGuernsey may be different to that set out above.

Future ChangesThe Company could be subject to FATCA. The application of FATCA to the Company is not currentlyclear, and its application may be affected by any intergovernmental agreement relating to theimplementation of FATCA in Guernsey, into which Guernsey and the United States may enter.

United States-Guernsey Intergovernmental AgreementOn 9 October 2012 the Chief Minister of Guernsey announced the intention of the States of Guernseyto negotiate an intergovernmental agreement with the United States regarding the implementation ofFATCA. The Chief Minister said that discussions had taken place at official level with the United Statesand formal negotiations were currently on going. On 15 March 2013, it was further announced thatGuernsey is working towards concluding an intergovernmental agreement with the United States.Once signed, an intergovernmental agreement would be subject to ratification by Guernsey’sparliament and implementation of the agreement would be through Guernsey’s domestic legislativeprocedure. It is currently anticipated that any such legislation will not come into effect until 2015 atthe earliest. The impact of such an agreement on the Company and the Company’s reporting andwithholding responsibilities (if any) pursuant to FATCA as implemented in Guernsey are not currentlyknown.

United Kingdom-Guernsey Intergovernmental AgreementOn 15 March 2013 the Chief Minister of Guernsey announced that Guernsey was in the process offinalising a draft intergovernmental agreement with the United Kingdom (“UK-Guernsey IGA”) under

34

which potentially obligatory disclosure requirements may be imposed in respect of certain Investorsin the Company who may have a connection with the United Kingdom. As at the date of this Circulardetails of the finalised terms and effective date of the UK-Guernsey IGA have yet to be published.Once signed, the UK-Guernsey IGA would be subject to ratification by Guernsey’s parliament andimplementation of the agreement would be through Guernsey’s domestic legislative procedure. It iscurrently anticipated that any such legislation will not come into effect until 2016 at the earliest. Theimpact of the UK-Guernsey IGA on the Company and the Company’s reporting responsibilitiespursuant to the UK-Guernsey IGA are not currently known.

1.3 United Kingdom TaxationThe CompanyIt is intended that the Company will continue to be managed and controlled in such a way that itshould not be resident in the United Kingdom for United Kingdom tax purposes. Accordingly, andprovided that the Company does not carry on a trade in the United Kingdom (whether or not througha branch, agency or permanent establishment situated there), the Company will not be subject toUnited Kingdom income tax or corporation tax other than on certain types of United Kingdomsourced income.

ShareholdersThe Conversion of Existing Shares into Core Shares and Cell Shares

For the purposes of United Kingdom capital gains tax and corporation tax on chargeable gains, theissue of Core Shares and Cell Shares to Existing Shareholders on the Conversion should be treatedas a reorganisation of the share capital of the Company. Accordingly, the Conversion should nottherefore result in a disposal of Existing Shares by Existing Shareholders and the Core Shares and theCell Shares should be treated as the same asset as the Existing Shareholder’s holding of ExistingShares and as having been acquired at the same time as the Existing Shareholder’s holding ofExisting Shares was acquired. The Existing Shareholder’s original base cost in his or her ExistingShares will be apportioned between his or her Core Shares and the Cell Shares by reference to theirrespective market values on the day on which the Core Shares and the Cell Shares are admitted totrading on the CISX. Otherwise there should be no United Kingdom tax consequences for ExistingShareholders as a result of the Conversion.

UK Offshore Fund Rules and tax on disposals

The Directors have been advised that, under current law, the Core Share and Cell Share classescreated on the Conversion should both be outside the UK offshore fund rules and therefore that thelegislation contained in Part 8 of the Taxation (International and Other Provisions) Act 2010 (“TIOPA”),should not apply.

Accordingly, Shareholders (other than those holding Core Shares or Cell Shares as dealing stock, whoare subject to separate rules) who are resident or ordinarily resident in the United Kingdom, or whocarry on business in the United Kingdom through a branch, agency or permanent establishment withwhich their investment in the Company is connected, may, depending on their circumstances andsubject as mentioned below, be liable to United Kingdom tax on chargeable gains realised on thedisposal of their Core Shares or Cell Shares (which will include any capital distribution and on finalliquidation of the Company).

Compulsory redemptions/New Share repurchases

A disposal of Core Shares or Cell Shares pursuant to any compulsory redemption or sharerepurchase will be liable to United Kingdom tax on chargeable gains in the same way as any otherdisposal (as outlined above).

Stamp duty and Stamp Duty Reserve Tax (“SDRT”)No United Kingdom stamp duty or SDRT will arise on the issue of Core Shares or Cell Shares underthe Conversion.

35

Further information on the Guernsey and UK tax consequences of holding and disposing of CoreShares and Cell Shares is set out in the Listing Document.

2. ADDITIONAL INFORMATION2.1 Additional information required pursuant to the Code 2.1.1 The members of the Concert Party have stated above their intentions with regard to the future

business and strategic plans of the Company (see paragraph 2 of the Letter from theChairman). The Company currently has no employees or fixed assets. The Company willcontinue to maintain its existing trading facilities on the Official List of the CISX.

2.1.2 Insofar as such information relates to the Waiver Resolution and in order to comply with therequirements of the Code, the Directors accept responsibility for the information contained inthis Circular, save that Peter Touzeau, who did not participate in the Board’s consideration ofthe Waiver Resolution, takes no responsibility for the paragraph on page 19 of this Circularrelating to the Board’s recommendation in relation to the Waiver Resolution. Peter Touzeau isnot considered to be an Independent Director by virtue of his appointment as a director of anumber of entities within the Baring Vostok Group.

2.1.3 To the best of the knowledge and belief of the Directors (who have taken all reasonable careto ensure that such is the case), the information contained in this Circular for which they acceptresponsibility is in accordance with the facts and does not omit anything likely to affect theimport of such information.

2.1.4 Insofar as such information relates to the Waiver Resolution and in order to comply with therequirements of the Code, the members of Concert Party, whose names are set out on page13 of this Circular, accept responsibility for the information contained in this Circular relating tothe members of the Concert Party. To the best of the knowledge and belief of the members ofthe Concert Party (having taken all reasonable care to ensure that such is the case), theinformation contained in this Circular relating to the Waiver Resolution for which they areresponsible is in accordance with the facts and does not omit anything likely to affect theimport of such information.

2.1.5 The following are middle market quotations for the Existing Shares, as derived from the DailyOfficial List of the CISX, for the first Business Day of each of the six months set out below andfor the Latest Practicable Date:

Price per Date Existing Share (US$)

2 January 2013 2,6751 February 2013 2,7501 March 2013 2,8752 April 2013 2,9251 May 2013 3,2753 June 2013 3,645Latest Practicable Date (19 June 2013) 3,700

2.1.6 As at close of business on the Latest Practicable Date no member of the Concert Party has:(i) any interests, rights to subscribe or short positions in relevant securities of the Company, orhas borrowed or lent any such shares or securities; (ii) no other person is acting in concert withany member of the Concert Party; and (iii) no member of the Concert Party has dealt in therelevant securities of the Company in the twelve months prior to the Latest Practicable Date.

2.1.7 As at close of business on the Latest Practicable Date no Director has: (i) any interests, rightsto subscribe or short positions in relevant securities of the Company, or has borrowed or lentany such shares or securities; (ii) no other person is acting in concert with any of the Directors;and (iii) no Director has dealt in the relevant securities of the Company in the twelve monthsprior to the Latest Practicable Date.

36

2.1.8 There is no agreement, arrangement or understanding (including any compensationarrangement) which exists between any member of the Concert Party and any of the Directors,recent directors, Existing Shareholders or recent shareholders of the Company, or any personinterested or recently interested in shares of the Company, having any connection with ordependence upon the Transfer and Placing.

2.1.9 The Company has not entered into any material contract (not being a contract entered into inthe ordinary course of business) in the past two years. In connection with the Proposalsdetailed in this Circular, the Company intends to enter into certain new contracts which areconditional on the approval of each of the Resolutions. Details of these contracts are set outin Part X of the Listing Document.

2.1.10 All of the Directors of the Company are non-executive and do not have service contracts withthe Company.

2.1.11 A copy of the Company’s annual report and accounts for the financial year ended31 December 2012 have been sent to Existing Shareholders with this Circular.

2.1.12 There has been no significant change in the financial or trading position of the Company since31 December 2012 (being the end of the last financial period for which audited financialinformation has been published).

2.1.13 In connection with the Waiver Resolution and in order to comply with the requirements of theCode, Jefferies has given and has not withdrawn its written consent to the issue of this Circularwith the references to it in the form and context in which they appear. There are no relationships(personal, financial or commercial), arrangements and understandings between any memberof the Concert Party and Jefferies or any person who is, or is presumed to be, acting in concertwith Jefferies.

2.2 Documents Available for InspectionCopies of the following documents are available for inspection at the offices of Herbert Smith FreehillsLLP, Exchange House, Primrose Street, London EC2A 2EG and at the registered office of theCompany (which is also the place of the Extraordinary General Meeting) during usual business hourson any weekday (Saturdays, Sundays and public holidays excepted) from the date of this Circular untilthe Extraordinary General Meeting:

● the Memorandum and Articles;

● the New Memorandum and New Articles;

● the Investment Management Agreement;

● the Investment Management Agreement Side Letter;

● the consent letter from Jefferies;

● the Company’s annual report and financial accounts for the financial year ended 31 December2012;

● the Transfer Agreements;

● the Listing Document; and

● this Circular.

The above documents are also available for inspection at https://lp-services.info/ using the followinglogin details: username/email – “bvil@ipes.com”; and password – “bvil_2013”.

A hard copy of the above documents may be obtained by contacting International Private EquityServices, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey, GY1 2HL, telephone number01481 713843. A hard copy of documents incorporated by reference will not be sent unless requested.

Copies of the Listing Document will be available from the registered office of the Company.

37

DEFINITIONS

The following definitions apply throughout this Circular unless the context requires otherwise:

Admission the proposed admission of the Core Shares and the Cell Shares tolisting on the Official List of the CISX and to trading on the CISX

Articles the articles of incorporation of the Company in force from time totime

Baring Vostok Baring Vostok Capital Partners Limited, a Guernsey incorporatedlimited company, based at 1 Royal Plaza, Royal Avenue, St PeterPort, Guernsey GYI 2HL, Channel Islands and (where the contextallows) its wholly owned Cyprus-incorporated subsidiary, BaringVostok Capital Partners (Cyprus) Limited, whose operatingaddress in Russia is Ducat Place II, 7 Gasheka Street, Suite 750,Moscow, Russia 123056

Baring Vostok Cyprus Baring Vostok Capital Partners Limited, a limited liability companyregistered in Cyprus

Baring Vostok Funds Fund II, Fund III, Fund IV, Fund IV Supplemental Fund, Fund V andFund V Supplemental Fund

Baring Vostok Group Baring Vostok, the Investment Manager, the New Manager andsuch other entities as may from time to time share common controlwith Baring Vostok

Calculation Date 31 March 2013 (in respect of unlisted private equity investments)and 10 June 2013 (in respect of publicly-quoted securities,including Yandex)

C Share a participating redeemable share of no par value in the capital ofthe Company and convertible into new Core Shares or new CellShares, as applicable

Cell the cell of the Company proposed to be established following theConversion to be known as the Yandex Cell and which will hold theCell Assets and any reference in this Circular to the Cell taking anyaction shall be interpreted as the Company acting in its capacity asa protected cell company transacting its business in the name ofthe Cell

Cell Assets the asset and liabilities of the Company attributable to the Cell andknown as Yandex, as more fully described in Part I of this Circular

Cell NAV the net asset value of the Cell in the aggregate or the net assetvalue per Cell Share (as the context requires), calculated inaccordance with the Company’s accounting policies

Cell Shareholder a holder of Cell Shares

Cell Shares non-voting redeemable shares of US$0.01 each in the capital ofthe Company which are issued in respect of the Cell

Circular this document

CIS the Commonwealth of Independent States including Armenia,Azerbaijan, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova,Russia, Tajikistan, Turkmenistan, Ukraine and Uzbekistan

38

Clearstream the facilities and procedures provided by Clearstream, part of theDeutsche Börse Group

Code The City Code on Takeovers and Mergers

Companies Law The Companies (Guernsey) Law, 2008 (as amended)

Company Baring Vostok Investments Limited and, where relevant, itssubsidiaries and subsidiary undertakings

Company NAV the Net Asset Value of the Company as at the Calculation Date,calculated in accordance with the Company’s accounting policies

Concert Party or members of the the Trust together with Hugo Canwell, Andrey Costyashkin, MikhailConcert Party Ivanov and Mikhail Lomtadze each of whom is an employee of

Baring Vostok Cyprus and each is referred to as a member of theConcert Party in this Circular

Conversion the conversion of the Company into a Protected Cell Companywhich, subject to the passing of each of the Resolutions andcompliance with the Companies Law, will occur on around17 July 2013, as more fully described in Part I of this Circular

Conversion Shares the Core Shares and Cell Shares arising pursuant to theConversion and pursuant to the establishment of the Cell

Core subject to the passing of the Resolutions, the core segment of theCompany in which the Core Assets will be retained

Core Assets the assets and liabilities of the Company from time to timeexcluding the Cell Assets

Core NAV the Net Asset Value of the Core

Core Shareholder a holder of Core Shares

Core Shares redeemable participating shares of US$0.01 each in the capital ofthe Company which are issued in respect of the Core, comprisinginitially those Existing Shares converted into Core Shares, togetherwith, following the Conversion, the Transfer Shares and the PlacingShares

Euroclear Euroclear Bank, the international central securities depositary, partof the Euroclear SA/NV group of companies

Excluded Territories and each an the United States, Canada, Australia, Japan and South Africa andExcluded Territory any other jurisdiction where the extension or availability of the

Admission would breach any applicable law

Existing Shareholders the holders of Existing Shares

Existing Shares the redeemable participating preference shares in issue as at thedate of this Circular

Extraordinary General Meeting the extraordinary general meeting of the Company due to be heldon 17 July 2013

FATCA the US Foreign Account Tax Compliance Act 2010

FCA or Financial Conduct the UK Financial Conduct AuthorityAuthority

39

Form of Proxy the relevant forms of proxy issued to Existing Shareholders entitledto attend and vote at the Extraordinary General Meeting

FSMA the UK Financial Services and Markets Act 2000, as amended

FSU Former Soviet Union

Fund II Baring Vostok Private Equity Fund, L.P.1, The Baring VostokPrivate Equity Fund, L.P.2, Baring Vostok Private Equity Fund,L.P.3 and Baring Vostok Fund Co-Investment L.P.

Fund III Baring Vostok Private Equity Fund III, L.P.1, Baring Vostok PrivateEquity Fund III, L.P.2, and Baring Vostok Fund III Co-InvestmentL.P.

Fund IV Baring Vostok Private Equity IV, L.P., Baring Vostok Fund IV Co-Investment L.P.1 and Baring Vostok Fund IV Co-Investment L.P.2

Fund IV Supplemental Fund Baring Vostok Fund IV Supplemental Fund, L.P.

Fund V Baring Vostok Private Equity Fund V, L.P., Baring Vostok Fund VCo-Investment L.P.1 and Baring Vostok Fund V Co-InvestmentL.P.2

Fund V Supplemental Fund Baring Vostok Fund V Supplemental Fund, L.P.

Gross Placing Proceeds the gross proceeds raised pursuant to the Placing

Independent Directors Ambassador Arthur Hartman and John Dudley Fishburn

Investment Management the investment management agreement, as amended from time toAgreement time, between the Company and the Investment Manager dated

17 October 2001

Investment Manager Baring Vostok Fund (GP) L.P.

ISIN International Securities Identification Number

Jefferies Jefferies International Limited

Latest Practicable Date 19 June 2013

Listing Document the listing document to be published by the Company inconnection with the Placing

Listing Rules the Listing Rules of the CISX

Maximum Gross Proceeds US$32 million

Memorandum the memorandum of incorporation of the Company in force fromtime to time

Minimum Gross Proceeds the minimum Gross Placing Proceeds at which the Placing willproceed, being $25 million (or such lesser amount as theCompany, the Investment Adviser and Jefferies may determineand notify to investors via a CISX announcement)

Net Asset Value or NAV the net asset value of the Company in the aggregate, being thevalue of its assets less its liabilities, calculated in accordance withthe Company’s accounting policies or, where the context requires,the net asset value of the Cell or the Core

40

Net Asset Value Date a date on which an estimated or confirmed Net Asset Value perNew Share is published by the Company

New Articles the new articles of incorporation, to be adopted in connection withthe Proposals

New Manager a new wholly-owned subsidiary of Baring Vostok ManagerHoldings Limited, being a member of the Baring Vostok Group

New Memorandum the existing Memorandum, as amended to implement theProposals

New Shares Conversion Shares, Transfer Shares and Placing Shares

Notice of Extraordinary General the notice contained in the Circular convening the ExtraordinaryMeeting General Meeting dated 17 July 2013

Placing the placing of new Core Shares, details of which are set out inPart I of this Circular and Parts VI and VII of the Listing Document

Placing Agreement the placing agreement dated 21 June 2013 entered into betweenthe Company, Baring Vostok and Jefferies

Placing Price US$3,681, being the price at which new Core Shares will beplaced pursuant to the Placing

Placing Shares new Core Shares to be issued pursuant to the Placing

Proposals the proposals described in paragraph 2 of Part I of this Circular,and where relevant, the Listing Document

Protected Cell Company a protected cell company governed by the Companies Law

Record Date the record date for the Conversion, being 5.00 p.m. on17 July 2013

Redemption Announcement the announcements to be made by the Company to Shareholdersin advance of any compulsory redemption

Redemption Date the date on which a compulsory redemption becomes effective

Redemption Price the price per Core Share or Cell Share at which such New Shareswill be redeemed on a particular Redemption Date as determinedby the Directors by reference to the Net Asset Value per NewShare (as at a Net Asset Value Date selected by the Directors) andadjusted as the Directors consider appropriate

Redemption Record Date the close of business on the relevant Redemption Date or asotherwise set out in the relevant Redemption Announcement

Region Russia and other countries of the former Soviet Union plusMongolia

Register the register of members of the Company

Relevant Percentage the percentage of Core Shares or Cell Shares to be redeemed bythe Company on a given Redemption Date

Resolutions the Special Resolutions and the Waiver Resolution

41

Shareholder a holder of Core Shares or Cell Shares or both, as appropriate inthe context

Special Resolutions the special resolutions to be proposed at the Extraordinary GeneralMeeting

Substantial Transaction a substantial transaction for the purposes of the Listing Rules

Tail Assets underlying Baring Vostok Fund portfolio companies still held at theend of a Baring Vostok Fund’s term when exit at a fair valuation isdeemed difficult or undesirable

Transfer the transfer of certain limited partnership interests in Fund III andFund IV to the Company in exchange for the issue of Core Shares

Transfer Agreements the agreements to be entered into between the Company and theeach of the Transferors in order to effect the Transfer

Transferors the Trust, Andrey Costyashkin and Mikhail Lomtadze

Transfer Shares the Core Shares to be issued pursuant to the Transfer

Trust The Calvey Family Trust

US Investment Company Act the US Investment Company Act of 1940, as amended

US Person has the meaning given to that term in Regulation S under the USSecurities Act

US Securities Act the US Securities Act of 1933, as amended

Waiver Resolution the waiver resolution to be proposed at the Extraordinary GeneralMeeting

Yandex Yandex N.V., a NASDAQ-listed company that is the Russian leaderin internet searches and the leading internet portal

Yandex NAV an amount representing the proportion of the Company NAV whichis attributable to its share of Fund II’s investment in Yandex as atthe Calculation Date

42

BARING VOSTOK INVESTMENTS LIMITED(a non-cellular company limited by shares incorporated under the laws of Guernsey with registered number 38808)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the Company will be held at 1 RoyalPlaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL on 17 July 2013 at 10.30 a.m. (or at anyadjournment or adjournments thereof) for the purpose of considering, and if thought fit, passing thefollowing Resolutions:

Special Resolution1. THAT, conditional on the approval of Resolutions 2 to 6, in accordance with section 46(3) of the

Companies (Guernsey) Law, 2008 (as amended) (the “Law”), the Company be converted to aprotected cell company (the “Conversion”) on the following terms:

(a) the name of the Company be changed to “Baring Vostok Investments PCC Limited”;

(b) the memorandum of incorporation of the Company be altered in the following respects:

(i) paragraph 1 is amended to read: “The name of the Company is “Baring VostokInvestments PCC Limited”.”;

(ii) a new paragraph 3 is inserted to read: “The Company is a protected cell company withinthe meaning of section 2(1)(a)(i) of the Companies (Guernsey) Law, 2008 (as amended).”;

(c) the articles of incorporation in the form presented to the meeting and initialled by the Chairmanfor the purpose of identification (the “New Articles”) be and are hereby approved and adoptedas the articles of incorporation of the Company in substitution for and to the exclusion of theexisting articles of incorporation of the Company;

(d) the proposed time and date on which the Conversion is to take effect shall be 5.00 p.m. on17 July 2013.

Special Resolution2. THAT, conditional on the approval of Resolutions 1 and 3 to 6, the memorandum of incorporation of

the Company be altered in the following respects:

(a) pursuant to section 38(5) of the Law, the existing paragraph 3 (statement of the objects of theCompany) shall be deleted and the following statement shall be inserted as a new paragraph 4:

“The objects for which the Company is established are unlimited.”

(b) pursuant to regulation 2(1)(a) of the Companies (Transitional Provisions) Regulations, 2008:

(i) the existing paragraph 4 shall be renumbered as paragraph 5;

(ii) the existing paragraphs 5, 6, 7 and 8 shall be deleted; and

(iii) a table providing the details required by section 15(4) of the Law, 2008, in relation to thefounder shares taken by each founder member upon incorporation of the Company, shallbe inserted.

Ordinary Resolution3. THAT, conditional on the approval of Resolutions 1, 2 and 4 to 6, the conversion of certain Core

Shares into Cell Shares pursuant to Article 13 of the New Articles, for the purposes of establishingthe first cell of the Company and as more fully described in detail in the Circular, be and is herebyapproved for the purposes Listing Rule 7.3.19 of the Listing Rules.

43

Ordinary Resolution4. THAT, conditional on the approval of Resolutions 1 to 3, 5 and 6, the Transfer, including the Transfer

as a Substantial Transaction under the Listing Rules, as more fully described in detail in the Circular,be and is hereby approved.

Ordinary Resolution5. THAT, conditional on the approval of Resolutions 1 to 4 and 6, the Company generally be and is

hereby authorised for the purposes of section 315 of the Law:

(a) to make market acquisitions (as defined in the Law) of Core Shares provided that:

(i) the maximum number of Core Shares authorised to be purchased shall be 14.99 per cent.of the Core Shares in issue immediately following this extraordinary general meeting(excluding treasury shares);

(ii) the minimum price (exclusive of expenses) which may be paid for such shares isUS$0.01 per Core Share;

(iii) the maximum price (exclusive of expenses) payable by the Company which may be paidfor Core Shares shall be the higher of (i) 5 per cent. above the average market value for thefive business days before the purchase is made and (ii) the higher of the price of the lastindependent trade and the highest independent bid at the time of the purchase for anynumber of Core Shares on the trading venue where the purchase price is carried out; and

(b) to make market acquisitions (as defined in the Law) of Cell Shares provided that:

(i) the maximum number of Cell Shares authorised to be purchased shall be 14.99 per cent.of the Cell Shares in issue immediately following this extraordinary general meeting(excluding treasury shares);

(ii) the minimum price (exclusive of expenses) which may be paid for such shares is US$0.01per Cell Share;

(iii) the maximum price (exclusive of expenses) payable by the Company which may be paidfor Cell Shares shall be the higher of (i) 5 per cent. above the average market value for thefive business days before the purchase is made and (ii) the higher of the price of the lastindependent trade and the highest independent bid at the time of the purchase for anynumber of Cell Shares on the trading venue where the purchase price is carried out; and

(c) the authority hereby conferred shall (unless previously renewed or revoked) expire at the end ofthe annual general meeting of the Company to be held in 2014 or, if earlier, the date fallingeighteen months from the passing of these resolutions;

(d) the Company may make a contract to purchase its own Shares under the authority herebyconferred prior to the expiry of such authority which will or may be executed wholly or partly afterthe expiry of such authority, and may make a purchase of its own Shares in pursuance of anysuch contract; and

(e) any Share acquired by the Company pursuant to the above authority may, subject to therequirements of the Law, be held as a treasury share in accordance with the Law or be cancelledby the Company.

Waiver Resolution6. THAT, conditional on the approval of Resolutions 1 to 5, the waiver granted by the Panel of the

obligation that would otherwise arise on the members of the Concert Party to make a general offer tothe Shareholders of the Company pursuant to Rule 9 of the Code as a result of the Transfer andPlacing be and is hereby approved.

In order to comply with the Code, the Waiver Resolution will be taken on a poll to be passed by more than50 per cent. of votes cast by the Existing Shareholders (excluding any such Existing Shareholders who arenot independent of the members of the Concert Party) present and voting at the Extraordinary GeneralMeeting in person or by proxy.

44

Each Resolution is conditional upon the passing of each of the other Resolutions. Terms defined in thecircular sent to Existing Shareholders dated 21 June 2013 (the “Circular”) have the same meanings inthese resolutions, save where the context requires otherwise.

By Order of the Board Registered office:

Ipes (Guernsey) Limited 1 Royal Plaza1 Royal Plaza Royal AvenueRoyal Avenue St Peter PortSt Peter Port GuernseyGuernsey GY1 2HLGY1 2HL

21 June 2013

Notes:

1. A Form of Proxy is enclosed with this Circular for use at the Extraordinary General Meeting. Except as specified in this Circular,an Existing Shareholder is entitled to attend and vote at the Extraordinary General Meeting and may appoint a proxy to attend,speak and vote in his place. A proxy need not be a member of the Company. Existing Shareholders may direct their proxy asto how to vote on the Resolutions by following the instructions on the Form of Proxy that accompanies this Notice of Meeting.

2. Any corporation which is an Existing Shareholder may by resolution of its directors or other governing body authorise suchperson as it thinks fit to act as its representative at any meeting of the Company or of any class of Existing Shareholders or toapprove any resolution submitted in writing and the person so authorised shall be entitled to exercise on behalf of thecorporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it werean individual Existing Shareholder.

3. To be valid, each of (a) this form and any power of attorney or other authority (if any) under which it is executed (or a notariallycertified copy of any such power or authority), and (b) in the event the Existing Shareholder is located in the United States oris a US Person wherever located, a signed Investor Letter for QIBs/Qualified Persons (enclosed with this Circular) must bereturned by post, to Ipes (Guernsey) Limited, 1 Royal Plaza, Royal Avenue, St Peter Port, Guernsey GY1 2HL, not less than48 hours before the time for holding the Extraordinary General Meeting or any adjournment thereof or (in the case of a polltaken otherwise than at or on the same day as the meeting or adjourned meeting) for the taking of the poll at which it is to beused, but in any event so as to arrive not later than 10.30 a.m. (London time) on 15 July 2013.

4. The completion and return of a Form of Proxy will not prevent an Existing Shareholder from attending and voting in person atthe meeting if so desired.

5. To have the right to attend, speak and vote at the meeting referred to above (and also for the purposes of calculating howmany votes an Existing Shareholder casts), an Existing Shareholder must first have his or her name entered in the Register ofExisting Shareholders by not later than close of business on 15 July 2013. Changes to entries on the Register after that timeshall be disregarded in determining the right of any Existing Shareholder to attend, speak and vote at the meeting referred toabove.

6. The quorum for the meeting is two Existing Shareholders present in person or by proxy. If within thirty minutes from the timeappointed for the meeting a quorum is not present, the meeting shall stand adjourned to 7 days later at the same time and atthe same venue on 24 July 2013. The meeting may, alternatively be adjourned to such other day, time and place as theDirectors may determine. On the resumption of the adjourned meeting, those Existing Shareholders present in person or byproxy shall constitute the quorum.

7. The approval of not less than 75 per cent. of the total number of votes cast by members being entitled to vote is required topass the Special Resolutions.

8. In order to comply with the Code, the Waiver Resolution will be taken on a poll to be passed by more than 50 per cent. ofvotes cast by the Existing Shareholders (excluding any such Existing Shareholders who are not independent of the membersof the Concert Party) present and voting at the Extraordinary General Meeting in person or by proxy.

45

Perivan Financial Print 229099