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2009

STANDARD TERMS OF BOND DERIVATIVES


TRANSACTIONS

MOS247432/21 151276-0001
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2009
STANDARD TERMS OF BOND DERIVATIVES TRANSACTIONS

These Standard Terms of Bond Derivatives Transactions (hereinafter, the Standard


Terms) shall establish the specifics of execution, performance and termination of the
Transactions, as defined in Section 1.24 of the Standard Terms. These Standard Terms
shall apply to a Transaction (a) if they are incorporated, whether in whole or in part, in
the Confirmation of the Transaction by the statement therein that such Standard Terms
apply in whole or in the relevant part; or (b) by default if there is no Confirmation.
Any term used in the Confirmation will, when combined with the name of a party,
have meaning in respect of the named party only.

1. GENERAL DEFINITIONS

1.1 Underlying Asset means the Bonds, as defined in Section 1.14 of the Standard
Terms, and the Bond Basket, as defined in Section 1.13 of the Standard Terms) which
are to be delivered, or subject to a change in the value of which the obligations under
the Transactions are performed.

1.2 Non-Deliverable Transaction means a Non-Deliverable Option Transaction or


a Non-Deliverable Forward Transaction.

1.3 Exchange means, in respect of a Bond and Bond Transaction or Bond Basket
Transaction, each exchange or trade organiser in which such Bond is quoted or
otherwise listed, and which is specified in relation to such Bond in the Confirmation or
otherwise agreed by the parties. If the Exchange agreed by the parties stops trading in
the Bonds, or the Bonds are delisted while the Bonds are quoted or otherwise listed in
another exchange or trade organiser then the parties shall in good faith agree a different
exchange or trade organiser.

1.4 Relevant Price means, in respect of a Bond, the price per Bond determined by
the Calculation Agent as of the Valuation Time on the Valuation Date as provided in
the Confirmation or otherwise agreed by the parties, or, if no means for determining
the Relevant Price is provided, the Relevant Price shall be the arithmetic means of the
highest bid and lowest ask prices of such Bond quoted at the Exchange as of the
Valuation Time on the Valuation Date (or, in absence thereof as of the Valuation Time,
the arithmetic means of the highest bid and lowest ask prices of such Bond quoted
immediately before the Valuation Time), without regard to quotations that lock or
cross the dealer exchange, and repurchase transactions.

1.5 Payment Currency means the currency in which payments are made under the
Transaction, and designated as such in the Confirmation or otherwise agreed by the
parties in connection with the Transaction.

1.6 Scheduled Closing Time means, in respect of an Exchange and a Scheduled


Trading Day, the scheduled weekday closing time of such Exchange on such
Scheduled Trading Day, without regard to after hours or other trading outside of the
regular trading session hours.

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1.7 Master Agreement means the Master Agreement in the meaning defined in the
Model Provisions.

1.8 Calculation Date means, in respect of a Valuation Date, the earliest day on
which the Calculation Agent is able to provide calculation for that Valuation Date.
Such calculation must be provided no later than the close of business on the Business
Day next preceding that Valuation Date.

1.9 Trade Date means, in respect of a Transaction, the Trade Date in the meaning
defined in the Master Agreement.

1.10 Clearance System means, in respect of any Deliverable Transaction, the


clearance system specified as such for a Bond in the related Confirmation or otherwise
agreed by the parties with regard to such Bond, or any successor to such clearance
system as determined by the Calculation Agent or in absence of such determination,
the principal clearance system used for settling trades in the relevant Bond on the
Exchange on the Settlement Date. If the Clearance System ceases to settle trades in
such Bond, the parties shall negotiate in good faith to agree another manner of
delivery.

1.11 Number of Bonds means:

(a) in respect of a Bond Option Transaction, the number of Bonds obtained by


multiplying the Number of Options by the Option Entitlement;

(b) in respect of a Bond Forward Transaction, the number of Bonds specified as


such in the related Confirmation or otherwise agreed by the parties with regard
to the Transaction;

(c) in respect of a Bond Basket Transaction for the Bonds of each Issuer comprised
in the Basket, the number of such Bonds per Basket specified or otherwise
determined as provided in the related Confirmation or otherwise agreed by the
parties with regard to the Transaction.

1.12 Number of Baskets means, in respect of a Bond Basket Transaction, the


number of Baskets specified or otherwise determined as provided in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.

1.13 Basket means, in respect of a Bond Basket Transaction, a basket composed of


Bonds of each Issuer specified in the related Confirmation in the relative proportions or
numbers specified in the related Confirmation or otherwise agreed by the parties with
regard to the Transaction.

1.14 Bonds means, in respect of a Bond Transaction and Bond Basket Transaction,
the bonds (in the meaning defined by the laws and regulations of the Russian
Federation on securities market) specified as such in the related Confirmation or
otherwise agreed by the parties with regard to the Transaction.

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1.15 Scheduled Trading Day means any day on which the Exchange (or, if the
parties have approved more than one Exchange, each Exchange) is scheduled to be
open for trading for its respective regular trading sessions.

1.16 Confirmation means the Confirmation (in the meaning defined in the Master
Agreement) which may be made in the form set out in Exhibits 1-8 to the Standard
Terms depending on the type of Transaction, or in any other form agreed by the
parties.

1.17 Buyer means the party to the Transaction specified as such in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.

1.18 Deliverable Transaction means a Deliverable Option Transaction or a


Deliverable Forward Transaction.

1.19 Model Provisions means the Model Provisions of Agreement for Derivative
Transaction on Financial Markets published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants.

1.20 Seller means the party to the Transaction specified as such in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.

1.21 Business Day means:

(a) where used in relation to the term Exchange, any Scheduled Trading Day on
which the Exchange (or, if the parties have approved more than one Exchange,
each Exchange) is open for trading during its regular trading sessions, except
for those days when the Exchange or any such other Exchange closes prior to
its Scheduled Closing Time;

(b) where used in relation to the Clearance System including for the purposes of
settling a Transaction through the Clearance System and any Settlement
Disruption Event, any day on which such Clearance System is (or, but for the
occurrence of a Settlement Disruption Event, would have been) open for the
acceptance and execution of settlement instruction;

(c) in respect of any payment to be made in connection with Sections 1.21(a) and
1.21(b) of this Section 1.21, any day which is a Business Day in the meaning
given to it in the Master Agreement, and:

(i) if Euro is the Settlement Currency, any day on which the Trans-
European Automated Real-time Gross settlement Express Transfer
(TARGET) system is open;

(ii) if any other foreign currency is the Settlement Currency, any day on
which credit institutions are open for banking and other transactions
(including those on foreign exchange market) in the principal financial
center for the relevant foreign currency determined for such currency in
Exhibit 7 to the Standard Terms of FX, Currency Option and FX Swap

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Transactions published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association
and Russian National Association of Securities Market Participants;

(d) for any other purpose, any day which is a Business Day in the meaning given to
it in the Master Agreement.

1.22 Calculation Agent means a person specified as such in the Master Agreement,
unless another person is specified as such in the related Confirmation or otherwise
agreed by the parties in respect of the Transaction. The Calculation Agent shall:

(a) calculate the Number of Bonds, the Number of Baskets and the Settlement
Price with regard to each Settlement Date under the Deliverable Transactions;

(b) calculate the Settlement Price and the Settlement Amount with regard to each
Settlement Date under the Non-Deliverable Transactions;

(c) determine any adjustment required as a result of correcting the price of a Bond;

(d) give notices to the parties of a Transaction on the Calculation Date for the
purposes of the relevant Valuation Date specifying:

(i) the Valuation Date;

(ii) the party (parties) obliged to make each payment or each delivery;

(iii) the amount payable, or the quantity of the Underlying Assets to be


delivered;

(iv) the manner which has been used to determine each amount or quantity;

(e) otherwise act in accordance with these Standard Terms, the Master Agreement
and the related Confirmation.

The Calculation Agent shall act reasonably and in good faith in any circumstances.
Any determination or calculation made by the Calculation Agent shall be binding upon
the parties in the absence of manifest error.

1.23 Settlement Cycle means, in respect of a Bond, the period of Business Days in
which settlements customarily occur following a trade in such Bond pursuant to the
rules of the Exchange.

1.24 Transaction means an Option Transaction as defined in Section 1.25 of the


Standard Terms, a Forward Transaction as defined in Section 1.28 of the Standard
Terms, any combination of the said Transactions or any other transaction in respect of
which the parties specified these Standard Terms to be applicable in the related
Confirmation.

1.25 Option Transaction means a transaction pursuant to which the Buyer shall, on
the terms agreed by the parties and subject to other conditions set out in these Standard

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Terms, pay the Premium to the Seller and acquire the right (the Exercise Right), but
not the obligation, to:

(a) request the Seller to pay the Settlement Amount on the Settlement Date, and the
Seller shall pay such Settlement Amount (the Non-Deliverable Option
Transaction) to the Buyer. The Settlement Amount may be calculated in
respect of:

(i) a single category (type) of Bonds of one Issuer (such Transaction being
a Non-Deliverable Bond Option Transaction);

(ii) a Bond Basket (such Transaction being a Non-Deliverable Bond Basket


Option Transaction);

(b) on the Settlement Date, receive from the Seller the ownership of single
category (type) of Bonds of one Issuer under a Call Option, or transfer to the
Seller the ownership of such Bonds at the Strike Price under a Put Option, and
the Seller shall transfer to the Buyer the ownership of such Bonds, or receive
from the Buyer the ownership of such Bonds at the Strike Price, as the case
may be (the Deliverable Bond Option Transaction);

(c) on the Settlement Date, receive from the Seller the ownership of Bond
Basket(s) under a Call Option, or transfer to the Seller the ownership of the
Bond Basket(s) at the Strike Price under a Put Option, and the Seller shall
transfer to the Buyer the ownership of the Bond Basket(s), or receive from the
Buyer the ownership of the Bond Basket(s) at the Strike Price, as the case may
be (the Deliverable Bond Basket Option Transaction, and together with the
Deliverable Bond Option Transaction, the Deliverable Option Transaction).

1.26 Bond Basket Option Transaction means a Deliverable Bond Basket Option
Transaction or a Non-Deliverable Bond Basket Option Transaction.

1.27 Bond Option Transaction means a Deliverable Bond Option Transaction or a


Non-Deliverable Bond Option Transaction.

1.28 Forward Transaction means a transaction pursuant to which the Seller shall,
on the terms agreed by the parties and subject to other conditions set out in these
Standard Terms, on the Settlement Date:

(a) pay to the Buyer the Settlement Amount if it is expressed as a positive number,
and the Buyer shall pay to the Seller the absolute value of the Settlement
Amount if it is expressed as a negative number (the Non-Deliverable Forward
Transaction). The Settlement Amount may be calculated in respect of:

(i) a single category (type) of Bonds of one Issuer (such Transaction being
a Non-Deliverable Bond Forward Transaction);

(ii) a Bond Basket (such Transaction being a Non-Deliverable Bond Basket


Forward Transaction);

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(b) transfer to the Buyer the ownership of an agreed number of single category
(type) Bonds of one Issuer, and the Buyer shall make a payment for such Bonds
in an amount calculated on the basis of the Forward Price (the Deliverable
Bond Forward Transaction);

(c) transfer to the Buyer the ownership of an agreed number of Bonds in one or
more Baskets, and the Buyer shall make a payment for such Basket(s) in an
amount calculated on the basis of the Forward Price (the Deliverable Bond
Basket Forward Transaction, and together with the Deliverable Bond Forward
Transaction, the Deliverable Forward Transaction).

1.29 Bond Basket Forward Transaction means a Non-Deliverable Bond Basket


Forward Transaction or a Deliverable Bond Basket Forward Transaction.

1.30 Bond Forward Transaction means a Non-Deliverable Bond Forward


Transaction or a Deliverable Bond Forward Transaction.

1.31 Bond Basket Transaction means a Bond Basket Option Transaction or a Bond
Basket Forward Transaction.

1.32 Bond Transaction means a Bond Option Transaction or a Bond Forward


Transaction.

1.33 Business Day Convention means the convention for adjusting the end of a
period if it would otherwise fall on a day which is not a Business Day. In a
Confirmation the parties may specify the following as a Business Day Convention:

(a) Following Business Day, and in this case such period shall be deemed to end
on the first following day that is a Business Day;

(b) Preceding Business Day, and in this case such period shall be deemed to end
on the fist preceding day that is a Business Day;

(c) Modified Following, and in this case such period shall be deemed to end on the
first following day that is a Business Day unless that day falls in the next
calendar month, in which case that date will be the first preceding day that is a
Business Day.

If the last day of any period pursuant to these Standard Terms falls on a day other than
a Business Day, the day on which such period ends shall be determined in accordance
with the Following Business Day rule set out by Section 1.33(c) above, unless
otherwise provided for by other provisions of these Standard Terms, the Confirmation
or otherwise agreed by the parties in respect of a particular time period or in general.

1.34 Issuer means, in respect of a Bond, the issuer of such Bonds.

2. OPTION TRANSACTIONS

2.1 When used in relation to an Option Transaction, the following terms shall have
the indicated meanings:

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(a) Commencement Date means, in respect of an American Option, the date
specified as such in the related Confirmation or otherwise agreed by the parties
in connection with the Transaction or, if such date is not a Scheduled Trading
Day, the next following Scheduled Trading Day. If no such date is specified,
the Commencement Date shall be the Trade Date.

(b) Number of Options means the number of Option Entitlements specified as such
in the related Confirmation or otherwise agreed by the parties in connection
with the Transaction, being the number Options in relation to which the
Exercise Right is exercisable under an Option Transaction.

(c) Option means, in respect of an Option Transaction, the Exercise Right in


relation to one Option Entitlement.

(d) Option Entitlement means:

(i) in respect of a Bond Option Transaction, the number of Bonds specified


as such in the related Confirmation or otherwise agreed by the parties in
respect of the Transaction. If no Option Entitlement is so specified, the
Option Entitlement shall be one Bond;

(ii) in respect of a Bond Basket Option Transaction, the number of Baskets


specified as such in the related Confirmation or otherwise agreed by the
parties in respect of the Transaction. If no Option Entitlement is so
specified, the Option Entitlement shall be one Basket.

(e) Strike Price means:

(i) in respect of a Bond Option Transaction, an amount expressed in the


relevant currency or a percentage of the nominal value of the Bond
specified or otherwise determined as provided in the related
Confirmation, or otherwise agreed by the parties;

(ii) in respect of a Bond Basket Option Transaction, the amount per Basket
specified or otherwise determined as provided in the related
Confirmation, or otherwise agreed by the parties.

2.2 Option Style.

(a) American Option means a style of Option Transactions pursuant to which the
Exercise Right is exercisable on any Scheduled Trading Day during the
Exercise Period that consists of two or more Scheduled Trading Day.

(b) Bermuda Option means a style of Option Transactions pursuant to which the
Exercise Right is exercisable only on one of the Exercise Dates specified as
such in the related Confirmation or otherwise agreed by the parties and on the
Expiration Date.

(c) European Option means a style of Option Transactions pursuant to which the
Exercise Right is exercisable only on the Expiration Date.

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2.3 Option Type.

(a) Call means a type of Option Transactions pursuant to which the Buyer is
entitled upon the exercise of the Exercise Right:

(i) in the case of a Deliverable Option Transaction, to receive from the


Seller the ownership of Bonds or a Bond Basket in exchange for the
payment of an amount calculated on the basis of the Strike Price per
Bond or Basket;

(ii) in the case of a Non-Deliverable Option Transaction, to receive from


the Seller the Settlement Amount if the Settlement Price exceeds the
Strike Price,

in each case subject to other conditions set out in these Standard Terms and the
related Confirmation.

(b) Put means a type of Option Transactions pursuant to which the Buyer is
entitled upon the exercise of the Exercise Right:

(i) in the case of a Deliverable Option Transaction, to transfer the Seller the
ownership of Bonds or a Bond Basket in exchange for the payment of
an amount calculated on the basis of the Strike Price per Bond or
Basket;

(ii) in the case of a Non-Deliverable Option Transaction, to receive from


the Seller the Settlement Amount if the Strike Price exceeds the
Settlement Price,

in each case subject to other conditions set out in these Standard Terms and the
related Confirmation.

2.4 Payment of Premium.

(a) On one or each date agreed by the parties (the Premium Payment Date) the
Buyer shall pay a premium to the Seller (the Premium) specified or otherwise
determined as provided in the related Confirmation, or otherwise agreed by the
parties. If the date determined hereunder as the Premium Payment Date is not a
Currency Business Day for the currency in which the Premium is payable, the
Premium Payment Date shall be the next following Currency Business Day for
that currency.

(b) If a Premium per Option is specified in the related Confirmation, the Premium
shall be the product of the Premium per Option and the Number of Options.

2.5 Material Terms of an Option Transaction.

(a) The material terms of Option Transactions to be agreed by the parties on the
Trade Date in relation to each of such Transactions shall be:

(i) the Buyer;

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(ii) the Seller;

(iii) the Option style;

(iv) the Option type;

(v) the Underlying Asset;

(vi) the Number of Options;

(vii) the Strike Price;

(viii) the Expiration Date;

(ix) the Exercise Dates for a Bermuda Option (in respect of Bermuda
Options);

(x) the amount of the Premium;

(xi) the Exchange (for a Non-Deliverable Option Transaction).

(b) Any other terms may be agreed as the material terms of a Option Transaction if
requested by one of the parties.

3. EXERCISE OF EXERCISE RIGHT UNDER OPTION TRANSACTION

3.1 When used in relation to an Exercise Right under the Option Transaction, the
following terms shall have the indicated meanings:

(a) Expiration Time means any time during a Scheduled Trading Day specified as
such in the related Confirmation or otherwise agreed by the parties in respect of
the Transaction as the deadline for receipt of the Notice of Exercise. If no such
time is specified the Expiration Time shall be the Valuation Time.

(b) Expiration Date means the date specified as such in the related Confirmation
or otherwise agreed by the parties in respect of the Transaction on which the
Exercise Right terminates under an Option Transaction unless exercised prior
to the Expiration Time (and if such date is not Scheduled Trading Day, the next
following Scheduled Trading Day), provided that no Market Disruption Event
occurs prior to the Expiration Time on such date. If a Market Disruption Event
occurs on the date determined as the Expiration Date, one of the following days
shall be deemed the Expiration Date:

(i) the next following Scheduled Trading Day after the Market Disruption
Event ceases to exist;

(ii) if a Market Disruption Event continues for eight consecutive Scheduled


Trading Days after the originally scheduled Expiration Date, the eighth
Scheduled Trading Day (irrespective of whether the Market Disruption
Event continues).

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(c) Exercise Date means a Scheduled Trading Day during the Exercise Period on
which the Exercise Right under an Option Transaction is exercisable pursuant
to this Section 3.

In respect of a Bermuda Option, if the Exercise Date specified as such in the


related Confirmation or otherwise agreed by the parties is not a Scheduled
Trading Day, the next following Scheduled Trading Day shall be deemed to be
the Exercise Date. If a Market Disruption Event occurs prior to the Expiration
Time on the date determined as the Exercise Date under a Bermuda Option, one
of the following days shall be deemed the Exercise Date:

(i) the next following Scheduled Trading Day after the Market Disruption
Event ceases to exist;

(ii) if a Market Disruption Event continues for eight consecutive Scheduled


Trading Days after the originally scheduled Exercise Date under a
Bermuda Option, the eighth Scheduled Trading Day (irrespective of
whether the Market Disruption Event continues).

Notwithstanding the foregoing, if the Exercise Right under a Bermuda Option


is exercised on Scheduled Trading Day that would have been an Exercise Date
but for the occurrence of Market Disruption Event, such day shall be deemed to
be the Exercise Date for the purpose of determining whether the Exercise Right
has been exercised during the Exercise Period.

(d) Exercise Period means:

(i) in respect of an American Option, all Scheduled Trading Days from,


and including, the Commencement Date to, and including, the
Expiration Date between 09.00 a.m. (Moscow time) and the Expiration
Time;

(ii) in respect of a European Option, the Expiration Date between


09.00 a.m. (Moscow time) and the Expiration Time;

(iii) in respect of a Bermuda Option, each Exercise Date specified as such in


the related Confirmation or otherwise agreed by the parties from, and
including, the Commencement Date to, and including, the Expiration
Date between 09.00 a.m. (Moscow time) and the Expiration Time.

(e) Notice of Exercise means irrevocable notice which may be prepared by the
Buyer in the form attached as Exhibit 9 to these Standard Terms or in another
form agreed by the parties. Notice of Exercise may be delivered by facsimile,
unless the parties agree otherwise.

3.2 Sending Notice of Exercise.

(a) Unless the Exercise Right is exercised automatically in accordance with


Section 3.5 of the Standard Terms, the Buyer shall exercise its Exercise Right

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under the Option Transaction by sending the Notice of Exercise to the Seller
during the Exercise Period.

(b) If Partial Exercise is applicable to an Option Transaction in accordance with


Section 3.3 of the Standard Terms, or Multiple Exercise is applicable to an
American Option or Bermuda Option in accordance with Section 3.4 of the
Standard Terms, the Buyer shall specify the number of Options to be exercised
on the Exercise Date under the Option Transaction in the Notice of Exercise.

(c) Subject to Section 3.4 of the Standard Terms, where the Multiple Exercise
provision applies to an Option Transaction, and the number of Options
remaining unexercised is less than the Minimum Number or greater than the
Maximum Number, if the Buyer fails to specify the number of Options in the
Notice of Exercise in accordance with Section 3.2(b) of the Standard Terms,
such Notice of Exercise shall be deemed to have been sent on the relevant
Exercise Date in respect of all unexercised Options.

3.3 Partial Exercise. The terms of a European Option may provide for partial
exercise of an Option Transaction (the Partial Exercise). In that case, the Buyer may,
on the Expiration Date, exercise only a part rather than the whole Number of Options
provided by the terms of the European Option. Unless the terms of an Option
Transaction provide otherwise, the Partial Exercise shall apply to any European
Option.

3.4 Multiple Exercise.

(a) The terms of an American Option or a Bermuda Option may provide for
multiple exercise of an Option Transaction (the Multiple Exercise). In that
case, the Buyer may exercise all or a part of the Options remaining unexercised
on one or more Scheduled Trading Days during the Exercise Period, provided
that the number of the Options to be exercised so may not be less than a certain
minimum (the Minimum Number) and/or greater than a certain maximum (the
Maximum Number) set out by the terms of the Option Transaction. The
Maximum Number set out by the terms of an Option Transaction may not be
less than the Minimum Number set out by the terms of the same Option
Transaction. If the terms of an Option Transaction provide for an integral
multiple (the Integral Multiple), the number of the exercisable Options must be
equal to, or integral multiple of, the Integral Multiple.

(b) While setting the limitations in accordance with Section 3.4(a) of the Standard
Terms, if the Buyer attempts to exercise on any of the specified Scheduled
Trading Days:

(i) more than the Maximum Number of Options, the Maximum Number of
Options shall be exercised (and the Options in excess of the Maximum
Number shall remain unexercised);

(ii) less than the Minimum Number of Options, the Options shall not be
exercised;

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(iii) an amount of Options that is not equal to, or integral multiple of, the
Integral Multiple, the Options shall be exercised in a number equal to
the next lowest integral multiple of the Integral Multiple (and the
Options in excess of such number shall remain unexercised).

(c) On any such Scheduled Trading Day the Buyer may exercise any number of the
Options (notwithstanding the provisions of Sections 3.4(b)(ii) and 3.4(b)(iii) of
the Standard Terms) that does not exceed the Maximum Number if it exercises
all the Options remaining unexercised, provided that the Buyer may exercise an
unlimited number of the Options that remain unexercised on the Expiration
Date.

3.5 Automatic Exercise.

(a) If the terms of an Option Transaction provide that the Exercise Right is
exercised automatically, then each Option not previously exercised under that
Option Transaction will be deemed automatically exercised (unless, where the
terms of the Multiple Exercise apply in accordance with Section 3.4 of the
Standard Terms, the number of the Options that remain unexercised on the
Expiration Date is less than the Minimum Number or greater than the
Maximum Number, and such Options, therefore, are not exercisable):

(i) in respect of a Non-Deliverable Option Transaction, at the Expiration


Time on the Expiration Date unless the Buyer notifies the Seller prior to
the Expiration Time that the Automatic Exercise will not apply to such
Options;

(ii) in respect of a Deliverable Option Transaction, at the Expiration Time


on the Expiration Date if, as determined by the Calculation Agent, at
such Expiration Time:

(A) in the case of a Call Option, the Reference Price is equal to or


greater than 101 percent the Strike Price;

(B) in the case of a Put Option, the Reference Price is equal to less
than 99 percent the Strike Price,

except when the Buyer notifies the Seller prior to the Expiration Time
that the Automatic Exercise will not apply to such Options, or if the
Reference Price cannot be determined prior to the Expiration Time on
the Expiration Date.

(b) If in the above circumstances the parties send any notices or other
communications reminding that the term for exercising the Option Transaction
under which the Exercise Right shall be deemed exercised automatically
pursuant to this Section is has fallen due, including when such notifications are
sent in the form of the Notice of Exercise, such notices or other
communications shall be of a notifying character and shall not constitute a
ground for creation, alteration or termination of any rights and obligations of
the parties under the Option Transaction.

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(c) Reference Price means the price per Bond or amount per Basket determined as
provided in the related Confirmation or otherwise agreed by the Parties as of
the Expiration Time on the Expiration Date or, if no means of determining such
price or amount are so provided:

(i) in respect of a Bond Option Transaction, the Relevant Price of the Bond
as of the Expiration Time on the Expiration Date determined by the
Seller in good faith, and the Seller must immediately notify the
Calculation Agent of such determination; and

(ii) in respect of a Bond Basket Option Transaction, the sum of the values
calculated as of the Expiration Time on the Expiration Date for the
Bonds of each Issuer as the product of the Relevant Price of such Bond
as of the Expiration Time on the Expiration Date and the relevant
Number of Bonds comprised in the Basket.

4. FORWARD TRANSACTIONS

4.1 Forward Price means:

(i) in respect of a Bond Forward Transaction, the price per Bond specified
or otherwise determined as provided in the related Confirmation or
otherwise agreed by the parties;

(ii) in respect of a Bond Basket Forward Transaction, the amount per


Basket specified or otherwise determined as provided in the related
Confirmation or otherwise agreed by the parties.

4.2 Material Terms of a Forward Transaction.

(a) The material terms of Forward Transactions to be agreed by the parties on the
Trade Date in relation to each of such Transactions shall be:

(i) the Buyer;

(ii) the Seller;

(iii) the Underlying Asset;

(iv) in respect of a Bond Forward Transaction, the Number of Bonds;

(v) in respect of a Bond Basket Forward Transaction, the Number of


Baskets;

(vi) the Forward Price;

(vii) the Valuation Date;

(viii) the Exchange (for a Non-Deliverable Forward Transaction).

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(b) Any other terms may be agreed as the material terms of a Forward Transaction
if requested by one of the parties.

5. BARRIERS IN TRANSACTIONS

5.1 A Transaction may be subject to a knock-in event or a knock-out event,


pursuant to which the Exercise Right, the right to receive a payment or delivery or the
obligation to make a payment or delivery under an Option Transaction or a Forward
Transaction shall, unless otherwise provided for by the terms of the Transaction:

(a) arise (the Knock-in Event); or

(b) terminate (the Knock-out Event)

for the respective party, if the price or value of the Knock-in/Knock-out Reference
Security agreed by the parties is equal to or exceeds the Knock-in/Knock-out Price as
of the Knock-in/Knock-out Valuation Time on any Knock-in/Knock-out Determination
Date.

5.2 Knock-in/Knock-out Price means, in respect of a Transaction that is subject to


a Knock-in Event or a Knock-out Event, the price or value specified as such in the
related Confirmation or otherwise agreed by the parties to determine whether the
Knock-in Event or the Knock-out Event has occurred.

5.3 Knock-in/Knock-out Reference Security means, in respect of a Transaction


that is subject to a Knock-in Event or a Knock-out Event, a bond, another security or
basket specified as such in the related Confirmation or otherwise agreed by the parties
or, if no such bond, other security or basket has been specified or otherwise agreed by
the parties, the Bond or Basket under such Transaction.

5.4 Knock-in/Knock-out Determination Date means, in respect of a Transaction


that is subject to a Knock-in Event or a Knock-out Event, each Scheduled Trading Day
specified as such in the related Confirmation or otherwise agreed by the parties, unless
a Market Disruption Event has occurred prior to the Knock-in Valuation Time on such
day. If a Market Disruption Event has occurred on the day specified as a Knock-
in/Knock-out Determination Date, the Knock-in/Knock-out Determination Date shall
be:

(a) the next following Scheduled Trading Day after the Market Disruption Event
ceases to exist;

(b) if a Market Disruption Event continues for eight consecutive Scheduled


Trading Days after the day originally specified as a Knock-in/Knock-out
Determination Date, the eighth Scheduled Trading Day, irrespective of whether
the Market Disruption Event continues; provided that the Calculation Agent
shall determine the level of the Knock-in/Knock-out Reference Security in
accordance with Sections 6.5(a)(ii) or 6.5(b) of the Standard Terms.

In the event that the related Confirmation does not specify the Knock-in/Knock-out
Determination Dates (or such dates are not otherwise agreed by the parties), the

MOS247432/21 151276-0001 Page 16


Knock-in/Knock-out Determination Dates shall be each Scheduled Trading Day from
and including the Trade Date to and including the final Valuation Date, the Expiration
Date or, if there is no such Valuation Date or Expiration Date, the date that is one
Settlement Cycle prior to the final Settlement Date (subject to the provisions of
Sections 3.1(b) and 6.5 of these Standard Terms on postponement of terms, if
applicable).

5.5 Knock-in/Knock-out Valuation Time means, in respect of a Transaction that is


subject to a Knock-in Event or a Knock-out Event:

(a) the time on any Knock-in/Knock-out Determination Date specified as such in


the related Confirmation or otherwise agreed by the parties;

(b) if no such time is specified or otherwise agreed by the parties, the Valuation
Time specified as such in the related Confirmation or otherwise agreed by the
parties;

(c) if no Valuation Time is specified in the related Confirmation or otherwise


agreed by the parties, the Scheduled Closing Time on the relevant exchange for
the Knock-in/Knock-out Reference Security on any Knock-in/Knock-out
Determination Date;

(d) if the relevant exchange closes prior to its Scheduled Closing Time, the actual
closing time for its regular trading session.

5.6 If the terms of a Transaction provide for a Knock-in/Knock-out Reference


Security that is also the Bond or Basket under such Transaction, and a Knock-
in/Knock-out Price, the Knock-in Event or the Knock-out Event shall be deemed to
have occurred, if as of the Knock-in/Knock-out Valuation Time on any Knock-
in/Knock-out Determination Date:

(a) the price or value of the Knock-in/Knock-out Reference Security is equal to or


exceeds the Knock-in/Knock-out Price, if on the Trade Date the Knock-
in/Knock-out Price exceeded the Initial Price, the Strike Price, the Forward
Price or any other original reference determined by the terms of the
Transaction;

(b) the price or value of the Knock-in/Knock-out Reference Security is equal to or


less than the Knock-in/Knock-out Price, if on the Trade Date the Knock-
in/Knock-out Price was less than the Initial Price, the Strike Price, the Forward
Price or any other original reference determined by the terms of the
Transaction.

5.7 The material terms of a Transaction that is subject to a Knock-in Event or a


Knock-out Event, which must be agreed by the parties on the Trade Date apart from
the material terms of the relevant type of Transaction specified in the Standard Terms
shall be as follows:

(a) type of the barrier event (Knock-in Event or Knock-out Event);

MOS247432/21 151276-0001 Page 17


(b) the Knock-in/Knock-out Reference Security (if other than the Underlying
Asset);

(c) the Knock-in/Knock-out Price.

5.8 In the event of controversy between the parties as to the occurrence of a Knock-
in Event or a Knock-out Event, the issue of whether the relevant event has occurred
shall be resolved by the Calculation Agent.

6. VALUATION

6.1 Valuation Time means the time on the relevant Valuation Date specified as
such in the related Confirmation or otherwise agreed by the parties or, if no such time
is specified or otherwise agreed by the parties, the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date in relation to each Bond to be
valued. If the relevant Exchange closes prior to its Scheduled Closing Time and the
Valuation Time specified in the related Confirmation occurs after the actual closing
time for its regular trading session, then the Valuation Time shall be such actual
closing time.

6.2 Valuation Date means:

(a) in respect of an Option Transaction, each Exercise Date;

(b) in respect of a Forward Transaction, each date specified or otherwise


determined as provided in the related Confirmation or otherwise agreed by the
parties (or, if such date is not a Scheduled Trading Day, the next following
Scheduled Trading Day),

in each case subject to the provisions of Section 6.5 of the Standard Terms.

6.3 General Terms Relating to Market Disruption Events. If any of the events
set out in paragraphs(a)-(c) of this Section 6.3 occurs or exists in respect of a Bond,
then subject to paragraph (d) of this Section 6.3 (hereinafter, each a Market Disruption
Event), the consequences set out in Section 6.5 of the Standard Terms shall apply to
the relevant Transaction:

(a) Trading Disruption means any suspension of or limitation imposed on trading


in a Bond by the relevant Exchange or otherwise by reason of movements in
price exceeding limits permitted by the relevant Exchange or otherwise.

(b) Exchange Disruption means:

(i) any event (other than an Early Closure) that disrupts or impairs (as
determined by the Calculation Agent) the ability of market participants
in general to enter into transactions in (or obtain information on
quotations of) the Bonds on the Exchange;

(ii) any instance where the Exchange fails to open for regular trading
sessions on a Scheduled Trading Day.

MOS247432/21 151276-0001 Page 18


(c) Early Closure means the closure on any Business Day of the relevant
Exchange prior to its Scheduled Closing Time unless such earlier closing time
is announced by such Exchange at least one hour prior to the earlier of:

(i) the actual closing time for the regular trading session on such Exchange
on such Business Day;

(ii) the submission deadline for orders to be entered into the Exchange
system for execution thereof at the Valuation Time on such Business
Day.

(d) A Trading Disruption or Exchange Disruption (other than the disruption set out
in paragraph (b) of this Section 6.3) shall constitute a Market Disruption Event
unless it occurs earlier than one hour prior to the Valuation Time, Expiration
Time or Knock-in/Knock-out Valuation Time, and is (as determined by the
Calculation Agent) material.

6.4 Scheduled Valuation Date means any date that, but for the occurrence of a
Market Disruption Event, would have been a Valuation Date (without regard, for the
purposes of this section, to any postponement of the Exercise Date or Expiration Date
as a result of the occurrence of the Market Disruption Event and assuming that the
original Exercise Date or original Expiration Date would have been a Valuation Date).

6.5 Consequences of a Market Disruption Event. If a Market Disruption Event


occurs or exists on a Valuation Date:

(a) in respect of a Bond Transaction, the Valuation Date shall be:

(i) the next following Scheduled Trading Day after the Market Disruption
Event ceases to exist;

(ii) if the Market Disruption Event continues for eight consecutive


Scheduled Trading Days after the Scheduled Valuation Date, the eighth
Scheduled Trading Day, irrespective of whether the Market Disruption
Event continues; provided that the Calculation Agent shall determine
the value of the Bond as of the Valuation Time on that eighth Scheduled
Trading Day, based on its good faith estimate;

(b) in respect of a Bond Basket Transaction, the Valuation Date shall be:

(i) for any Bond that is not affected by the occurrence of the Market
Disruption Event, the Scheduled Valuation Date;

(ii) for any Bond that is affected by the occurrence of the Market Disruption
Event:

(A) the next following Scheduled Trading Day after the Market
Disruption Event ceases to exist;

MOS247432/21 151276-0001 Page 19


(B) if the Market Disruption Event continues for eight consecutive
Scheduled Trading Days after the Scheduled Valuation Date, the
eighth Scheduled Trading Day, irrespective of whether the
Market Disruption Event continues; provided that the
Calculation Agent shall determine the value for the Bond as of
the Valuation Time on that eighth Scheduled Trading Day based
on its good faith estimate.

7. GENERAL PROVISIONS RELATING TO SETTLEMENT UNDER TRANSACTIONS

7.1 Settlement Method Election.

(a) The terms of a Transaction may provide for entitlement of either party to select
one of the two settlement methods: the settlements in the manner prescribed
for a Non-Deliverable Transaction or the settlements in the manner prescribed
for a Deliverable Transaction (the Settlement Method Election). In that case,
the party entitled to such selection (or, if no such party is specified, the Buyer)
must give irrevocable notice to the other party of its election of the settlement
method to apply to the Transaction.

The notice specified in this section shall be given on or prior to the relevant
Settlement Method Election Date.

(b) In the event that no Settlement Method Election notice is given under this
section, the settlement method for the Transaction shall be the default
settlement method (the Default Settlement Method) specified in the related
Confirmation or otherwise agreed by the parties with regard to the Transaction.
If no such method is specified in respect of a Bond Forward Transaction or a
Bond Basket Forward Transaction, the settlements shall be made in the manner
prescribed for a Deliverable Transaction.

The Confirmation must specify the Default Settlement Method for any Bond
Option Transaction and Bond Basket Option Transaction.

(c) Settlement Method Election Date means the date specified as such in the
related Confirmation or otherwise agreed by the parties with regard to the
Transaction or, if such date is not a Scheduled Trading Day, the next following
Scheduled Trading Day.

7.2 Settlement Price means, in relation to a Valuation Date:

(a) in respect of a Non-Deliverable Bond Option Transaction or a Bond Forward


Transaction, the price per Bond determined by the Calculation Agent as of the
Valuation Time on the Valuation Date as provided in the related Confirmation
or otherwise agreed by the parties or, if no means for determining the
Settlement Price are so provided, the Relevant Price of the Bond;

(b) in respect of a Non-Deliverable Bond Basket Option Transaction or a Bond


Basket Forward Transaction, an amount for the Basket determined by the
Calculation Agent as of the relevant Valuation Time(s) on the Valuation Date

MOS247432/21 151276-0001 Page 20


as provided in the related Confirmation or otherwise agreed by the parties or, if
no means for determining the Settlement Price are so provided, an amount for
the Basket equal to the sum of the values for the Bonds comprised in the
Basket; provided that the sum of the values for the Bonds of each Issuer shall
be calculated as the product of (i) the Relevant Price of such Bond and (ii) the
relevant Number of Bonds comprised in the Basket;

(c) in respect of a Deliverable Bond Option Transaction or a Deliverable Bond


Basket Option Transaction, the Strike Price,

in each of the cases described in paragraphs (a)-(c) of this Section 7.2, increased by the
amount of interest, if any, accrued on the Bonds constituting the Underlying Asset.

7.3 Corrections to the Price of a Bond.

(a) For purposes of determining the Settlement Price for any day, if the price
published or announced on a given day and used by the Calculation Agent to
determine the Settlement Price is subsequently corrected and the correction is
published or announced by the person responsible for that publication or
announcement, then within 30 calendar days of the original publication or
announcement, either party may notify the other party of:

(i) that correction and

(ii) the amount (if any) that is payable as a result of that correction.

(b) If, subject to Section 7.3(a), a party gives notice that an amount is so payable,
then the party that originally either received or retained such amount will, not
later than three Business Days after the receipt by any of the parties of such
notice (as the case may be), pay to the other party that amount, together with
interest on that amount for the period from but excluding the day on which the
payment originally was (or was not) made to and including the day of the
refund or payment resulting from that correction of the price of the Bond.

The above interest will be determined as the spot offered rate for deposits at the
payment recipients location of the day of payment of the said amount
determined by the Calculation Agent.

7.4 Settlement Date means:

(a) in respect of a Non-Deliverable Transaction, the date specified or otherwise


determined as provided in the related Confirmation or otherwise agreed by the
parties with regard to the Transaction or, if no such date is specified or
otherwise agreed by the parties, the date that falls one Settlement Cycle
following the Valuation Date. If the date determined as the Settlement Date
under this section is not a Business Day, the Settlement Date shall be the next
following Business Day.

In respect of a Bond Basket Transaction, if as a result of the occurrence of a


Market Disruption Event there is more than one Valuation Date with respect to

MOS247432/21 151276-0001 Page 21


Bonds comprised in the Basket, then the relevant Settlement Date shall be
determined by reference to the latest Valuation Date occurred.

(b) in respect of Deliverable Transactions:

(i) in respect of Bonds to be delivered under an Option Transaction, the


date that falls one Settlement Cycle following the relevant Exercise
Date (or, if such date is not a Business Day, the next following Business
Day);

(ii) in respect of Bonds to be delivered under a Forward Transaction, the


date specified as such in the related Confirmation or otherwise agreed
by the parties with regard to the Transaction or, if no such date is
specified in the Confirmation or otherwise agreed by the parties, the
date that falls one Settlement Cycle following the relevant Valuation
Date (or, if such date is not a Business Day, the next following Business
Day);

(iii) if a Settlement Disruption Event prevents delivery of Bonds on the date


set out in Sections 7.4(b)(i) or 7.4(b)(ii) of the Standard Terms, then the
Settlement Date will be the first date following the date on which
delivery of the Bonds can take place through the relevant Clearance
System;

(iv) if a Settlement Disruption Event prevents delivery of Bonds for eight


Business Days immediately following the date that originally should
have been the Settlement Date:

(A) if such Bonds can be delivered in any other reasonable manner,


then the Settlement Date will be the first date on which
settlement of a sale of Bonds executed on that eighth relevant
Business Day customarily would take place using such other
reasonable manner of delivery (which other manner of delivery
will be deemed delivery of the Bonds through the agreed
Clearance System);

(B) if such Bonds cannot be delivered in any other reasonable


manner, then the Settlement Date will be postponed until
delivery can be effected through the agreed Clearance System or
in any other reasonable manner;

(v) in the case of a Bond Basket Transaction, if as a result of a Settlement


Disruption Event some but not all of the Bonds comprised in a Basket
cannot be delivered:

(A) the Settlement Date for the Bonds affected by the Settlement
Disruption Event shall be determined as provided in
paragraphs (iii) and (iv)of this Section 7.4(b);

MOS247432/21 151276-0001 Page 22


(B) the Bonds not affected by the Settlement Disruption Event shall
be delivered on the original Settlement Date;

(C) if not all of the Bonds comprised in a Basket are delivered on the
Settlement Date, the Calculation Agent shall determine in its
discretion the appropriate pro rata portion of the amount to be
paid by the relevant party in respect of that partial delivery.

7.5 In the event that the terms of a Transaction fail to provide for a settlement
method, such Transaction shall be settled in the manner prescribed for a Deliverable
Transaction.

8. SETTLEMENTS UNDER NON-DELIVERABLE TRANSACTION

8.1 Settlement Amount means, unless otherwise provided in the related


Confirmation, in respect of each Valuation Date:

(a) under a Bond Option Transaction or Bond Basket Option Transaction, an


amount equal to the number of Options exercised on the relevant Exercise Date
multiplied by the Option Entitlement multiplied by the Strike Price Differential.

Settlement number of Option Strike Price


=
Amount exercised Options Entitlement Differential

(b) under a Bond Forward Transaction or Bond Basket Forward Transaction, an


amount equal to the Number of Bonds or the Number of Baskets multiplied by
an amount equal to the difference between the Settlement Price and the
Forward Price;

Number of
Bonds
Settlement Settlement
Amount
= or
Number of
( Price
- Forward Price
)
Baskets

8.2 Strike Price Differential means, unless otherwise provided in the related
Confirmation or otherwise agreed by the parties, in respect of each Valuation Date:

(a) if the Strike Price is stated as an amount in the relevant currency, an amount
equal to the difference between:

(i) in respect of a Call Option, the Settlement Price and the Strike Price;

(ii) in respect of a Put Option, the Strike Price and the Settlement Price;

(b) if the Strike Price is stated as a percentage of the nominal value of the Bonds
(e.g., 103 percent of the nominal value), an amount equal to the difference
between:

MOS247432/21 151276-0001 Page 23


(i) in respect of a Call Option, the product of the Settlement Price and the
nominal value of the Bond, on the one hand, and the product of the
Strike Price and the nominal value of the Bond, on the other hand;

(ii) in respect of a Put Option, the product of the Strike Price and the
nominal value of the Bond, on the one hand, and the product of the
Settlement Price and the nominal value of the Bond, on the other hand,

provided that where the difference in accordance with paragraphs (a) or (b) of this
Section 8.2 is expressed by a negative number, the Strike Price Differential shall be
zero;

(c) if the Strike Price is stated as a yield, an amount determined by a method


specified in or determined pursuant to the related Confirmation or otherwise
agreed by the parties.

8.3 Settlements under Non-Deliverable Option Transaction. In respect of each


Exercise Date under a Non-Deliverable Option Transaction, the Seller shall pay to
Buyer the Settlement Amount on each relevant Settlement Date for all Options
exercised on that Exercise Date.

8.4 Settlements under Non-Deliverable Forward Transaction. In respect of


each Settlement Date under a Non-Deliverable Forward Transaction:

(a) if the Settlement Amount is a positive number, then the Seller shall pay to the
Buyer the Settlement Amount on the relevant Settlement Date;

(b) if the Settlement Amount is a negative number, then the Buyer shall pay to the
Seller the absolute value of the Settlement Amount on the relevant Settlement
Date.

9. SETTLEMENTS UNDER DELIVERABLE TRANSACTION

9.1 Settlements under Deliverable Option Transaction. In respect of each


Exercise Date under a Deliverable Option Transaction, on the relevant Settlement
Date:

(a) in the case of a Call Option, the Buyer shall pay to the Seller the Settlement
Price multiplied by (without rounding) the Number of Bonds or the Number of
Baskets and the Seller shall transfer to the Buyer the ownership of the Number
of Bonds or the Number of Baskets, as applicable;

(b) in the case of a Put Option, the Buyer shall transfer to Seller the ownership of
the Number of Bonds or the Number of Baskets and the Seller shall pay to the
Buyer the Settlement Price multiplied by (without rounding) the Number of
Bonds or the Number of Baskets;

provided that any payment or delivery set out in this Section 9.1 shall be made on the
relevant Settlement Date to the accounts specified in the related Confirmation.

MOS247432/21 151276-0001 Page 24


9.2 Settlements under Deliverable Forward Transaction. In respect of a
Settlement Date under a Deliverable Forward Transaction:

(a) in respect of a Bond Forward Transaction, the Buyer shall pay to the Seller an
amount equal to the Forward Price multiplied by the Number of Bonds, and the
Seller shall transfer to the Buyer the Number of Bonds;

(b) in respect of a Bond Basket Forward Transaction, the Buyer shall pay to Seller
an amount equal to the Forward Price multiplied by the Number of Baskets,
and, in respect of each Issuer the Bonds of which comprise the Basket, the
Seller shall transfer to the Buyer the ownership of the Number of Bonds of such
Issuer multiplied by the Number of Baskets;

provided that any payment or delivery set out in this Section 9.2 shall be made to the
accounts specified in the related Confirmation.

9.3 Split Ticket Delivery. If the terms of a Deliverable Transaction provide for a
split ticket delivery of Bonds (the Split Ticket Delivery) the party required to deliver
the Bonds may, after notice of its intentions to the other party, divide the Bonds to be
delivered into such number of lots of such size as the notifying party desires in order to
facilitate the delivery. Unless the parties agree otherwise, Split Ticket Delivery will
apply to any Deliverable Transaction by default.

9.4 Failure to Deliver and Buy-in Procedures.

(a) Failure by a party to deliver or to properly deliver when due, the Bonds to be
delivered under a Transaction will constitute an Event of Default (as defined in
Section 5.1(a) of the Model Provisions) only if on or before the next Business
Day after notice of the failure is given to the debtor party it does not:

(i) remedy such failure; or

(ii) provide such security or such other assurances to the creditor party as
the creditor party, acting in good faith but in its sole discretion, deems
adequate.

If Split Ticket Delivery is applicable to a Deliverable Transaction, the failure to


deliver will only occur in respect and to the extent of those lots of Bonds to be
delivered which remain undelivered.

(b) In addition to any requirement that the debtor party provide security or
assurances of performing its obligations, the creditor party may at any time
terminate the obligations under a Deliverable Transaction, acquire the relevant
Bonds from third party or parties, having made all efforts to do this not later
than 45 calendar days after the failure (absent an Event of Default under
Section 5.1(a) of the Model Provisions), and claim from the debtor party the
reimbursement for such acquisition of the Bonds from the third party or parties.

The creditor party will send written notice to the debtor party:

MOS247432/21 151276-0001 Page 25


(i) of its intention to acquire the Bonds from the third party or parties at
least two Business Days prior to such acquisition;

(ii) of the quantity of the Bonds acquired and the price contracted, on the
day of such acquisition.

The debtor party shall reimburse the creditor party for the acquisition of the
Bonds from the third party or parties within five Business Days following the
date of the acquisition thereof.

(c) In the event that the debtor partys failure to deliver is due to the non-existence
of the Bonds to be delivered or the creditor party is unable to acquire the Bonds
from the third party or parties, the Deliverable Transaction will be terminated in
accordance with any applicable provisions set out in the Master Agreement or
the relevant Confirmation as if:

(i) the failure by the debtor party to deliver the Bonds constituted an
Additional Termination Event under Section 5.3 of the Model
Provisions;

(ii) the debtor party were the sole Affected Party;

(iii) the creditor party had the right to terminate the Transactions under
Section 6.6 of the Model Provisions;

(iv) the relevant Deliverable Transaction (after consideration of any partial


delivery) were the sole Affected Transaction or, in the case of an
American Option or a Bermuda Option to which Multiple Exercise is
applicable, if less than all Options have been exercised on the relevant
Exercise Date, the Deliverable Option Transaction (after consideration
of any partial delivery) will be deemed, for the purposes of this
paragraph, consisting of only those Options in respect of which the
Exercise Right has been exercised.

(d) Unless the Master Agreement provides otherwise, the terms Event of Default,
Additional Termination Event, Affected Party and Affected Transaction
have the meanings defined in the Model Provisions.

9.5 Settlement Disruption Event.

(a) Settlement Disruption Event means, in respect of a Bond, an event beyond the
control of the parties as a result of which the relevant Clearance System cannot
clear the transfer of such Bond.

(b) If, in respect of any Deliverable Transaction there is a Settlement Disruption


Event that prevents delivery of the Bonds on a day that but for the occurrence
of that Settlement Disruption Event would have been the Settlement Date, then
the Settlement Date will be the first succeeding day on which delivery of the
Bonds can take place through the relevant Clearance System, unless the
Settlement Disruption Event prevents settlement on each day that the Clearance

MOS247432/21 151276-0001 Page 26


System is (or, but for the Settlement Disruption Event, would have been) open
for business during the period ending 30 calendar days after the original
Settlement Date.

If the Settlement Date does not occur during such 30 calendar day period, the
party required under that Transaction to deliver the Bonds will use best efforts
to deliver the agreed Number of Bonds promptly thereafter in a commercially
reasonable manner outside the Clearance System.

9.6 Expenses. All expenses relating to the transfer of Bonds under a Transaction
(such as stock exchange or other duties and taxes) will be payable by the party
delivering the relevant Bonds.

9.7 Representations and other undertakings. A party required to deliver the


Bonds under a Transaction agrees that it will convey good title to the Bonds free from:

(a) any third party rights including any lien, other encumbrance or third party claim
and any other restrictions whatsoever (other than the restrictions which may be
imposed by the laws of the Russian Federation in relation to sale by the
acquirer of such Bonds to a third party;

(b) any restrictions that any sale, assignment or other transfer of such Bonds be
consented to or approved by any person or entity, including the Issuer;

(c) any limitations on the type or status, financial or otherwise, of the purchaser,
pledgee, assignee or other acquirer of such Bonds;

(d) any requirement of the delivery of any certificate, approval, consent,


agreement, opinion of counsel, notice or any other document of any person or
entity to the Issuer of, any registrar or transfer agent for, such Bonds, prior to
the sale, pledge, assignment or other transfer of such Bonds;

(e) any registration or qualification requirement or prospectus registration


requirement for such Bonds pursuant to the applicable securities laws of the
Russian Federation.

10. EXTRAORDINARY EVENTS

10.1 Extraordinary Event means a Delisting, Change in Law, Failure to Deliver,


Bankruptcy or any applicable Additional Disruption Event.

10.2 Delisting means that the Exchange announces that pursuant to the rules of such
Exchange, the Bonds cease (or will cease) to be listed or traded on the Exchange for
any reason and are not immediately re-listed or re-traded on any other exchange in the
Russian Federation.

(a) In the case of a Delisting, Announcement Date means the date of the first
public announcement by the Exchange that the Bonds will cease to be listed or
traded in the manner described in this Section 10.2.

MOS247432/21 151276-0001 Page 27


If the announcement of a Delisting is made after the actual closing time for the
regular trading session on the relevant Exchange, without regard to any after
hours or any other trading outside of such regular trading session hours, the
Announcement Date shall be deemed to be the next following Scheduled
Trading Day.

(b) Either party will, upon becoming aware of the occurrence of a Delisting,
promptly notify the other party of such event. For the purpose of determining
the consequence of any Delisting:

(i) Negotiated Close-out means that the parties may terminate the
Transaction on mutually acceptable terms.

If the parties do not agree to terminate the Transaction, then it continues


on the terms and subject to the conditions then in effect, provided, that
any Transaction will, at the election of either party, become a
Transaction to which Settlement Price is applicable, except that if a
Market Disruption Event occurs or exists on the Scheduled Valuation
Date, the Calculation Agent will ignore the provisions of Section 6.5 of
the Standard Terms relating to Market Disruption Events and will
instead determine its good faith estimate of the Settlement Price as of
the Valuation Time on that Valuation Date;

(ii) Cancellation and Payment means that the Transaction will be cancelled
as of the Announcement Date and:

(A) in the case of an Option Transaction, the Seller will pay to the
Buyer the amount calculated in accordance with
Section 10.6(a)(i) below;

(B) in the case of a Forward Transaction, an amount calculated in


accordance with Section 10.6(a)(ii) below will be paid by one
party to the other;

(iii) Partial Cancellation and Payment means that in respect of a Bond


Basket Transaction:

(A) that portion of the Bond Basket Transaction represented by


Bonds with regard to which Delisting has occurred (the Affected
Bonds) will be cancelled as of the Announcement Date;

(B) the amount calculated in accordance with Section 10.6 of the


Standard Terms in respect of Affected Bonds will be paid by one
party to the other;

(C) the remainder of the Bond Basket Transaction will continue with
the Basket comprising Bonds that are not Affected Bonds; and

MOS247432/21 151276-0001 Page 28


(D) the Calculation Agent will adjust any relevant terms if necessary
to preserve as nearly as practicable the economic terms of the
Transaction for the remaining Bonds.

10.3 Change in Law means that, on or after the Trade Date of any Transaction due
to:

(a) the adoption of any legal act of the Russian Federation (including any
regulation of the Bank of Russia) including any amendment to the current laws
and regulations of the Russian Federation;

(b) the promulgation of any decision of the Constitutional Court of the Russian
Federation;

(c) a clarification in writing in relation to application of any legal act of the


Russian Federation (including any regulation of the Bank of Russia) given to
any of the parties or general public by competent government authority or an
authorised officer thereof including the Bank of Russia acting within its
competence;

(d) the adoption by the Supreme Court of the Russian Federation and/or the
Supreme Arbitrazh Court of the Russian Federation of a judicial act or a
clarification in relation to matters of court practice,

a party to such Transaction determines reasonably and in good faith that it has become
illegal to hold, acquire or dispose of the Bonds relating to such Transaction, or it will
incur a materially increased cost in performing its obligations under such Transaction
(including, without limitation, due to any increase in tax burden);

10.4 Failure to Deliver means the failure of a party to deliver, when due, or deliver
properly the relevant Bonds under that Transaction, where such failure to deliver or
improper delivery is due to illiquidity in the market for such Bonds.

10.5 Bankruptcy has the meaning defined in the Master Agreement provided that
any reference to a Party, its Specified Entity or its Credit Support Provider will mean a
reference to the Issuer.

10.6 Consequences of Extraordinary Events.

(a) If, in the event of Delisting, Cancellation and Payment or Partial


Cancellation and Payment applies to the relevant Transaction, then an amount
will be paid by one party to the other determined as provided in paragraph (i) or
(ii) of this Section 10.6(a), such payment to be made not later than three
Business Days following the date that notice of the determination by the
Calculation Agent or the Determining Party of such amount and the party
which shall pay such amount is effective. Such notice shall be provided by the
Calculation Agent or the Determining Party promptly following such
determination. The amount must be denominated in the currency for settlement
of the Transaction as determined by the Calculation Agent or the Determining
Party.

MOS247432/21 151276-0001 Page 29


(i) In respect of an Option Transaction, the amount to be paid by the Seller
to the Buyer will be as agreed by the parties within five Business Days
following the Date of Announcement.

(ii) In respect of a Forward Transaction, such Transaction shall be cancelled


and the relevant party or parties (as specified below) shall determine the
Cancellation Amount in respect of such cancelled Transaction.

(A) In respect of a cancelled Transaction where there is one


Determining Party, the Determining Party will calculate the
Cancellation Amount and will determine which party will pay
such amount.

(B) In respect of a cancelled Transaction where there are two


Determining Parties, each party will calculate a Cancellation
Amount. The party with the lower Cancellation Amount shall
pay to the party with the higher Cancellation Amount the
amount equal to one-half of the difference between the
Cancellation Amounts calculated by the parties.

(b) If Change in Law or Bankruptcy is provided by the terms of a Transaction


to be applicable as an Extraordinary Event, then upon the occurrence of such an
event either party may elect to terminate the Transaction upon at least two
Scheduled Trading Days' notice to the other party specifying the date of such
termination (or such lesser notice as may be required to comply with the
Change in Law). In this event the Transaction will terminate and the
Determining Party will determine the Cancellation Amount payable by one
party to the other.

(c) If Failure to Deliver is provided by the terms of a Transaction to be


applicable as an Extraordinary Event, then such event shall not constitute an
Event of Default under the Master Agreement, but upon the occurrence of such
an event, the party required to deliver the relevant Bonds (the Delivering Party)
shall:

(A) give the other party (the Receiving Party) notice that a Failure to
Deliver has occurred:

(I) within one Business Day of the relevant Exercise Date in


the case of an Option Transaction;

(II) at least one Settlement Cycle prior to the Settlement Date


in the case of a Forward Transaction;

(B) transfer on the Settlement Date to the Receiving Party the


ownership of such number of Bonds that it can deliver on such
date.

MOS247432/21 151276-0001 Page 30


The Receiving Partys obligation to make any corresponding payment
or delivery to the Delivering Party shall be reduced in proportion to the
number of Bonds it receives from the Delivering Party.

(i) In respect of a European Option or a Forward Transaction, the


Receiving Party may then elect to terminate the Transaction by giving
notice to the Delivering Party. In this event, the Transaction will
terminate on the date that such notice is received. The Receiving Party
(who shall be the Determining Party) shall determine the Cancellation
Amount payable in relation to such termination (after consideration of
any partial delivery, if applicable).

(ii) In respect of an American Option or a Bermuda Option, the Receiving


Party may then elect to terminate that part of the Transaction consisting
of the exercised Options by giving notice to the Delivering Party. On
the date that such notice is received, a Transaction consisting of the
exercised Options only shall be terminated. The Receiving Party (who
shall be the Determining Party) shall determine the Cancellation
Amount payable in relation to such terminated obligations under the
Transaction (after consideration of any partial delivery, if applicable).

(iii) In respect of an American Option or a Bermuda Option, in each case to


which Multiple Exercise is applicable and upon which less than all
Options have been exercised on the relevant Exercise Date, the
Receiving Party may elect within one Settlement Cycle of the
Settlement Date on which the Transaction was partially terminated to
terminate the remaining Transaction upon two Scheduled Trading Days
notice to the Delivering Party. In this event the Transaction shall
terminate on the date that such notice is received. The Receiving Party
(who shall be the Determining Party) shall determine the Cancellation
Amount payable in relation to such terminated obligations under the
Transaction (after consideration of any partial delivery, if applicable).

10.7 Cancellation Amount.

(a) Cancellation Amount means the amount calculated by the Determining Party
in the manner provided for the calculation of the Close-out Amount as if:

(i) Extraordinary Event had been specified as an Additional Termination


Event;

(ii) all applicable Grace Periods had expired;

(iii) all notifications required for the right to terminate the Transaction to
arise had been received on the day specified as the Transaction
termination date in Section 10 of the Standard Terms;

(iv) the Determining Party were the Non-affected Party, or, if both parties
are Determining Parties, both parties were Affected Parties;

MOS247432/21 151276-0001 Page 31


(v) the Transaction were the only Affected Transaction.

The terms Additional Termination Event, Grace Period, Non-affected


Party, Affected Parties and Affected Transaction have the meaning
ascribed to them in the Model Provisions, unless the Master Agreement
provides for otherwise

(b) Determining Party means the party specified as such in the related
Confirmation.

(c) Any Cancellation Amount payable by one party to the other shall be paid by the
party bound to pay such amount not later than three Business Days following
the receipt by such party of a notice specifying:

(A) such amount calculated by the Determining Party (denominated


in the currency for settlement of the Transaction as determined
by the Determining Party); and

(B) and the party bound to pay the Cancellation Amount.

The Determining Party shall send such notice promptly following such
determination.

MOS247432/21 151276-0001 Page 32


EXHIBIT 1

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Non-Deliverable Bond Option Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 33


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Option style: [American/Bermuda/European]

Option type: [Put [ ] / Call [ ]]

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Bonds: [Insert full title, category (type) and/or par


value of the Bonds, identification number or
another reference for the Bonds] of [insert
full legal name of the Issuer of the Bonds]

Number of Options:

[Option Entitlement: ] Bond(s) per Option]1

Strike Price:2

Premium: ] [(Premium per Option [ ])]3

Premium Payment Date:

[Business Day Convention for


Premium Payment Date:]

Exchange:

[Knock-in Event: [Applicable] 4

Knock-in Price:

Knock-in Reference Security:

1
The default Option Entitlement is one Bond per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Bond per Option is desired.
2
This may be stated as an amount in the relevant currency or as a percentage of nominal value of the
Bond.
3
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
4
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.

MOS247432/21 151276-0001 Page 34


Knock-in Determination Date(s):

Knock-in Valuation Time:]5

[Knock-out Event: [Applicable] 6

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

Knock-out Valuation Time:]7

(b) Procedures for Exercise Right:

[Commencement Date:]8

[Exercise Date(s) under a Bermuda


Option:]9

[Expiration Time: At [ ]/[ ][a.m./p.m.] (Moscow time)]

Expiration Date:

Partial Exercise: [Applicable] [Not Applicable] 10

Multiple Exercise: [Applicable] [Not Applicable] 11

[Minimum Number:

Maximum Number:

Integral Multiple:]12

Automatic Exercise: [Applicable] [Not Applicable]

5
Include if Knock-in Event is applicable.
6
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
7
Include if Knock-out Event is applicable.
8
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
9
Include if a Transaction for a Bermuda Option.
10
Exclude if a Transaction for an American Option or a Bermuda Option.
11
Exclude if a Transaction for a European Option.
12
Include if a Transaction providing for Multiple Exercise.

MOS247432/21 151276-0001 Page 35


[Reference Price:]

(c) Valuation:

Valuation Time: At [ ]/[ ][a.m./p.m.] (Moscow time)13

Valuation Date: [The]/[Each]14 Exercise Date

(d) Settlement Terms:

Settlements as under a Non- Applicable


Deliverable Transaction:

Settlement Currency:

Settlement Price:

Settlement Date: [In respect of each Exercise Date,]15


[] Business Days after the relevant Valuation
Date

[Business Day Convention for


Settlement Date:]

[Settlement Amount:

Strike Price Differential:]16

[Settlement Method Election: [Applicable] [Not Applicable]

Electing Party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Non-Deliverable


Transaction]17

(e) Extraordinary Events:

13
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
14
Include if a Transaction providing for Multiple Exercise.
15
Include if a Transaction providing for Multiple Exercise.
16
The parties do not need to specify how the Settlement Amount and/or the Strike Price Differential
will be determined unless they wish to amend the terms of Section 8.1 and/or 8.2 of the Standard
Terms.
17
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.

MOS247432/21 151276-0001 Page 36


(f) Delisting: [Negotiated Close-out]

[Cancellation and Payment]

(g) [Change in Law: [Applicable]]18

(h) [Failure to Deliver: [Applicable]]19

(i) [Bankruptcy: [Applicable]]20

(j) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for payments in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:

[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:

18
Include if Change in Law is applicable.
19
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
20
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 37


EXHIBIT 2

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Deliverable Bond Option Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 38


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Option style: [American/Bermuda/European]

Option type: [Put [ ] / Call [ ]]

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Bonds: [Insert full title, category (type) and/or par


value of the Bonds, identification number or
another reference for the Bonds] of [insert
full legal name of the Issuer of the Bonds]

Number of Options:

[Option Entitlement: ] Bond(s) per Option]21

Strike Price:22

Premium: ] [(Premium per Option [ ])]23

Premium Payment Date:

Exchange:

[Clearance System:]24

[Knock-in Event: [Applicable] 25

Knock-in Price:

Knock-in Reference Security:

21
The default Option Entitlement is one Bond per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Bond per Option is desired.
22
This may be stated as an amount in the relevant currency or as a percentage of nominal value of the
Bond.
23
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
24
Include if any Transaction is settled through a Clearance System.
25
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.

MOS247432/21 151276-0001 Page 39


Knock-in Determination Date(s):

Knock-in Valuation Time:]26

[Knock-out Event: [Applicable] 27

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

Knock-out Valuation Time:]28

(b) Procedures for Exercise Right:

[Commencement Date:]29

[Exercise Date(s) under a Bermuda


Option:]30

[Expiration Time: At [ ]/[ ][a.m./p.m.] (Moscow time)]

Expiration Date:

Partial Exercise: [Applicable] [Not Applicable] 31

Multiple Exercise: [Applicable] [Not Applicable] 32

[Minimum Number:

Maximum Number:

Integral Multiple:]33

Automatic Exercise: [Applicable] [Not Applicable]

26
Include if Knock-in Event is applicable.
27
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
28
Include if Knock-out Event is applicable.
29
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
30
Include if a Transaction for a Bermuda Option.
31
Exclude if a Transaction for an American Option or a Bermuda Option.
32
Exclude if a Transaction for a European Option.
33
Include if a Transaction providing for Multiple Exercise.

MOS247432/21 151276-0001 Page 40


[Reference Price:]

(c) Settlement Terms:

Settlements as under a Deliverable Applicable


Transaction:

Settlement Currency:

[Split Ticket Delivery:] [Applicable] [Not Applicable]

[Clearance System:]

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Non-Deliverable


Transaction]34

(d) Extraordinary Events:

(e) Delisting: [Negotiated Close-out]

[Cancellation and Payment]

(f) [Change in Law: [Applicable]]35

(g) [Failure to Deliver: [Applicable]]36

(h) [Bankruptcy: [Applicable]]37

(i) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

34
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
35
Include if Change in Law is applicable.
36
Include if Failure to Deliver is applicable.
37
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 41


Details for payments in favour of Party A:

Details for Bond delivery in favour of Party A:

Details for payments in favour of Party B:

Details for Bond delivery in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:


[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:

MOS247432/21 151276-0001 Page 42


EXHIBIT 3

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Non-Deliverable Bond Basket Option Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 43


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Option style: [American/Bermuda/European]

Option type: [Put [ ] / Call [ ]]

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Basket: As specified in Annex 1 to this Confirmation

Number of Options:

[Option Entitlement: ] Basket(s) per Option]38

Strike Price:39

Premium: ] [(Premium per Option [ ])]40

Premium Payment Date:

[Business Day Convention for


Premium Payment Date:]

Exchange(s): As specified in Annex 1 to this Confirmation

[Knock-in Event: [Applicable] 41

Knock-in Price:

Knock-in Reference Security:

Knock-in Determination Date(s):

38
The default Option Entitlement is one Basket per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Basket per Option is desired.
39
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Strike Price will be determined.
40
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
41
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.

MOS247432/21 151276-0001 Page 44


:]42

[Knock-out Event: [Applicable] 43

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

Knock-out Valuation Time:]44

(b) Procedures for Exercise Right:

[Commencement Date:]45

[Exercise Date(s) under a Bermuda


Option:]46

[Expiration Time: At [ ]/[ ][a.m./p.m.] (Moscow time)]

Expiration Date:

Partial Exercise: [Applicable] [Not Applicable] 47

Multiple Exercise: [Applicable] [Not Applicable] 48

[Minimum Number:

Maximum Number:

Integral Multiple:]49

Automatic Exercise: [Applicable] [Not Applicable]

[Reference Price:]

42
, .
43
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
44
Include if Knock-out Event is applicable.
45
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
46
Include if a Transaction for a Bermuda Option.
47
Exclude if a Transaction for an American Option or a Bermuda Option.
48
Exclude if a Transaction for a European Option.
49
Include if a Transaction providing for Multiple Exercise.

MOS247432/21 151276-0001 Page 45


(c) Valuation:

Valuation Time: At [ ]/[ ][a.m./p.m.] (Moscow time)50

Valuation Date: [The]/[Each]51 Exercise Date

(d) Settlement Terms:

Settlements as under a Non- Applicable


Deliverable Transaction:

Settlement Currency:

Settlement Price:

Settlement Date: [In respect of each Exercise Date,]52


[] Business Days after the relevant Valuation
Date

[Business Day Convention for


Settlement Date:]

[Settlement Amount:

Strike Price Differential:]53

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Non-Deliverable


Transaction]54

(e) Extraordinary Events:

(f) Delisting: [Negotiated Close-out]

50
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
51
Include if a Transaction providing for Multiple Exercise.
52
Include if a Transaction providing for Multiple Exercise.
53
The parties do not need to specify how the Settlement Amount and/or the Strike Price Differential
will be determined unless they wish to amend the terms of Section 8.1 and/or 8.2 of the Standard
Terms.
54
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.

MOS247432/21 151276-0001 Page 46


[Cancellation and Payment]

[Partial Cancellation and Payment]

(g) [Change in Law: [Applicable]]55

(h) [Failure to Deliver: [Applicable]]56

(i) [Bankruptcy: [Applicable]]57

(j) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for payments in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:

[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:

55
Include if Change in Law is applicable.
56
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
57
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 47


ANNEX 1

Bonds comprised in the Basket

The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.

Issuer Security Category Number of Exchange Clearance System58


Identification (type) of Bonds in
Number Bonds Basket

58
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.

MOS247432/21 151276-0001 Page 48


EXHIBIT 4

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Deliverable Bond Basket Option Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 49


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Option style: [American/Bermuda/European]

Option type: [Put [ ] / Call [ ]]

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Basket: As specified in Annex 1 to this Confirmation

Number of Baskets:

Number of Options:

[Option Entitlement: ] Basket(s) per Option]59

Strike Price:60

Premium: ] [(Premium per Option [ ])]61

Premium Payment Date:

[Business Day Convention for


Premium Payment Date:]

Exchange(s):

[Clearance System(s): As specified in Annex 1 to this


Confirmation]62

[Knock-in Event: [Applicable] 63

59
The default Option Entitlement is one Basket per Option. It is only necessary to specify an Option
Entitlement if an Option Entitlement other than one Basket per Option is desired.
60
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Strike Price will be determined.
61
If Premium per Option is specified, the Premium shall be the product of the Premium per Option
and the Number of Options.
62
Include if any Transaction is settled through a Clearance System.
63
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.

MOS247432/21 151276-0001 Page 50


Knock-in Price:

Knock-in Reference Security:

Knock-in Determination Date(s):

Knock-in Valuation Time:]64

[Knock-out Event: [Applicable] 65

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

Knock-out Valuation Time:]66

(b) Procedures for Exercise Right:

[Commencement Date:]67

[Exercise Date(s) under a Bermuda


Option:]68

[Expiration Time: At [ ]/[ ][a.m./p.m.] (Moscow time)]

Expiration Date:

Partial Exercise: [Applicable] [Not Applicable] 69

Multiple Exercise: [Applicable] [Not Applicable] 70

[Minimum Number:

Maximum Number:

Integral Multiple:]71

64
Include if Knock-in Event is applicable.
65
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
66
Include if Knock-out Event is applicable.
67
Include if a Transaction for an American Option. If no Commencement Date is specified, the
Commencement Date shall be the Trade Date.
68
Include if a Transaction for a Bermuda Option.
69
Exclude if a Transaction for an American Option or a Bermuda Option.
70
Exclude if a Transaction for a European Option.

MOS247432/21 151276-0001 Page 51


Automatic Exercise: [Applicable] [Not Applicable]

[Reference Price:]

(c) Settlement Terms:

Settlement as under a Deliverable Applicable


Transaction:

Settlement Currency:

Settlement Price:

[Split Ticket Delivery:] [Applicable] [Not Applicable]

[Settlement Amount:

Strike Price Differential:]72

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Deliverable


Transaction]73

(d) Extraordinary Events:

(e) Delisting: [Negotiated Close-out]

[Cancellation and Payment]

[Partial Cancellation and Payment]

(f) [Change in Law: [Applicable]]74

(g) [Failure to Deliver: [Applicable]]75

71
Include if a Transaction providing for Multiple Exercise.
72
The parties do not need to specify how the Settlement Amount and/or the Strike Price Differential
will be determined unless they wish to amend the terms of Section 8.1 and/or 8.2 of the Standard
Terms.
73
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.
74
Include if Change in Law is applicable.
75
Include if Failure to Deliver is applicable.

MOS247432/21 151276-0001 Page 52


(h) [Bankruptcy: [Applicable]]76

(i) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for Bond delivery in favour of Party A:

Details for payments in favour of Party B:

Details for Bond delivery in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:

[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:

76
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 53


ANNEX 1

Bonds comprised in the Basket

The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.

Issuer Security Category Number of Exchange Clearance System77


Identification (type) of Bonds in
Number Bonds Basket

77
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.

MOS247432/21 151276-0001 Page 54


EXHIBIT 5

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Non-Deliverable Bond Forward Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 55


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Bonds: [Insert full title, category (type) and/or par


value of the Bonds, identification number or
another reference for the Bonds] of [insert
full legal name of the Issuer of the Bonds]

Number of Bonds:

Forward Price:78

Exchange:

[Knock-in Event: [Applicable] 79

Knock-in Price:

Knock-in Reference Security:

Knock-in Determination Date(s):

Knock-in Valuation Time:]80

[Knock-out Event: [Applicable] 81

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

78
This should be expressed as price per Bond. The parties may insert an amount or a formula from
which the Forward Price will be determined.
79
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
80
Include if Knock-in Event is applicable.
81
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.

MOS247432/21 151276-0001 Page 56


Knock-out Valuation Time:]82

(b) Valuation:

Valuation Time: At [ ]/[ ][a.m./p.m.] (Moscow time)83

Valuation Date:

(c) Settlement Terms:

Settlements as under a Non- Applicable


Deliverable Transaction:

Settlement Currency:

Settlement Price:

Settlement Date: [] Business Days after the relevant Valuation


Date

[Business Day Convention for


Settlement Date:]

[Settlement Amount:]84

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Non-Deliverable


Transaction]85

(d) Extraordinary Events:

(e) Delisting: [Negotiated Close-out]

[Cancellation and Payment]

(f) [Change in Law: [Applicable]]86

82
Include if Knock-out Event is applicable.
83
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
84
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
85
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date.

MOS247432/21 151276-0001 Page 57


(g) [Failure to Deliver: [Applicable]]87

(h) [Bankruptcy: [Applicable]]88

(i) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for payments in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:


[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:

Title: Title:

86
Include if Change in Law is applicable.
87
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
88
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 58


EXHIBIT 6

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Deliverable Bond Forward Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 59


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Bonds: [Insert full title, category (type) and/or par


value of the Bonds, identification number or
another reference for the Bonds] of [insert
full legal name of the Issuer of the Bonds]

Number of Bonds:

Forward Price:89

Exchange:

[Clearance System:]90

[Knock-in Event: [Applicable] 91

Knock-in Price:

Knock-in Reference Security:

Knock-in Determination Date(s):

Knock-in Valuation Time:]92

[Knock-out Event: [Applicable] 93

Knock-out Price:

Knock-out Reference Security:

89
This should be expressed as price per Bond. The parties may insert an amount or a formula from
which the Forward Price will be determined.
90
Include if any Transaction is settled through a Clearance System.
91
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
92
Include if Knock-in Event is applicable.
93
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.

MOS247432/21 151276-0001 Page 60


Knock-out Determination Date(s):

Knock-out Valuation Time:]94

(b) Valuation:

Valuation Time: At [ ]/[ ][a.m./p.m.] (Moscow time)95

Valuation Date:

(c) Settlement Terms:

Settlements as under a Deliverable Applicable


Transaction:

Settlement Currency:

Settlement Price:

Settlement Date:

[Business Day Convention for


Settlement Date:]

[Split Ticket Delivery:] [Applicable] [Not Applicable]

[Settlement Amount:]96

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Deliverable


Transaction]97

(d) Extraordinary Events:

(e) Delisting: [Negotiated Close-out]

94
Include if Knock-out Event is applicable.
95
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
96
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
97
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date. If no Default Settlement Method
is specified, the Default Settlement Method will be the settlement for a Deliverable Transaction.

MOS247432/21 151276-0001 Page 61


[Cancellation and Payment]

(f) [Change in Law: [Applicable]]98

(g) [Failure to Deliver: [Applicable]]99

(h) [Bankruptcy: [Applicable]]100

(i) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for Bond delivery in favour of Party A:

Details for payments in favour of Party B:

Details for Bond delivery in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:


[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:

98
Include if Change in Law is applicable.
99
Include if Failure to Deliver is applicable.
100
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 62


EXHIBIT 7

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Non-Deliverable Bond Basket Forward Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 63


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Basket: As specified in Annex 1 to this Confirmation

Number of Baskets:

Forward Price:101

Exchange(s): As specified in Annex 1 to this Confirmation

[Knock-in Event: [Applicable] 102

Knock-in Price:

Knock-in Reference Security:

Knock-in Determination Date(s):

Knock-in Valuation Time:]103

[Knock-out Event: [Applicable] 104

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

Knock-out Valuation Time:]105

101
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Forward Price will be determined.
102
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
103
Include if Knock-in Event is applicable.
104
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.
105
Include if Knock-out Event is applicable.

MOS247432/21 151276-0001 Page 64


(b) Valuation:

Valuation Time: At [ ]/[ ][a.m./p.m.] (Moscow time)106

Valuation Date:

(c) Settlement Terms:

Settlements as under a Non- Applicable


Deliverable Transaction:

Settlement Currency:

Settlement Price:

Settlement Date: [] Business Days after the relevant Valuation


Date

[Business Day Convention for


Settlement Date:]

[Settlement Amount:]107

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Non-Deliverable


Transaction]108

(d) Extraordinary Events:

(e) Delisting: [Negotiated Close-out]

[Cancellation and Payment]

[Partial Cancellation and Payment]

(f) [Change in Law: [Applicable]]109

106
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
107
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
108
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date. If no Default Settlement Method
is specified, the Default Settlement Method will be the settlement for Deliverable Transactions.

MOS247432/21 151276-0001 Page 65


(g) [Failure to Deliver: [Applicable]]110

(h) [Bankruptcy: [Applicable]]111

(i) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for payments in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:


[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:

Title: Title:

109
Include if Change in Law is applicable.
110
Failure to Deliver may be applicable if the parties have agreed to apply Settlement Method Election
since they then may elect a settlement method for Deliverable Transactions.
111
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 66


ANNEX 1

Bonds comprised in the Basket

The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.

Issuer Security Category Number of Exchange Clearance System112


Identification (type) of Bonds in
Number Bonds Basket

112
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.

MOS247432/21 151276-0001 Page 67


EXHIBIT 8

to Standard Terms of Bond Derivatives Transactions

Form of Confirmation for Deliverable Bond Basket Forward Transactions

[Letterhead of Party A]

[Date]

[Name and address of Party B]

Re: [Name of Transaction]

Dear [ ],

The purpose of this letter (the Confirmation) is to confirm the terms and conditions of
the Transaction entered into between us on the Trade Date specified below. This
Confirmation constitutes the Confirmation in the meaning of the Master Agreement for
Derivative Transactions on Financial Markets between [ ] (Party A) and [ ] (Party B)
dated [ ] (the Master Agreement).

1. The provisions of the Standard Terms of Share and Index Derivatives


Transactions (the Standard Terms) published in the Internet on the web pages of the
Association of Russian Banks, National Foreign Exchange Association and Russian
National Association of Securities Market Participants are incorporated into this
Confirmation. In the event of any inconsistency between this Confirmation and the
Standard Terms, this Confirmation will prevail.

2. This Confirmation supplements, forms part of, and is subject to, the Master
Agreement. All provisions contained in the Master Agreement apply to this
Confirmation except as expressly modified below.

MOS247432/21 151276-0001 Page 68


3. The terms of the particular Transaction to which this Confirmation relates are
as follows:

(a) General Terms:

Trade Date:

Seller: [Party A] [Party B]

Buyer: [Party A] [Party B]

Basket: As specified in Annex 1 to this Confirmation

Number of Baskets:

Forward Price:113

Exchange(s): As specified in Annex 1 to this Confirmation

[Clearance System(s): As specified in Annex I to this


Confirmation]114

[Knock-in Event: [Applicable] 115

Knock-in Price:

Knock-in Reference Security:

Knock-in Determination Date(s):

Knock-in Valuation Time:]116

[Knock-out Event: [Applicable] 117

Knock-out Price:

Knock-out Reference Security:

Knock-out Determination Date(s):

113
This should be expressed as value per Basket. The parties may insert an amount or a formula from
which the Forward Price will be determined.
114
Include if any Transaction is settled through a Clearance System.
115
If Knock-in Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-in
Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-in Event.
116
Include if Knock-in Event is applicable.
117
If Knock-out Event is applicable, specify the event(s) or occurrence(s) that will trigger the Knock-
out Event. The parties must also specify what rights and/or obligations are conditional upon the
occurrence of a Knock-out Event.

MOS247432/21 151276-0001 Page 69


Knock-out Valuation Time:]118

(b) [Valuation:

Valuation Time: At [ ]/[ ][a.m./p.m.] (Moscow time)119

Valuation Date:

(c) Settlement Terms:

Settlement for a Deliverable Applicable


Transaction:

Settlement Currency:

Settlement Price:

Settlement Date:

[Business Day Convention for


Settlement Date:]

[Split Ticket Delivery:] [Applicable] [Not Applicable]

[Settlement Amount:]120

[Settlement Method Election: [Applicable] [Not Applicable]

Electing party: [Buyer] [Seller]

Settlement Method Election Date:

Default Settlement Method: Settlements as under a Deliverable


Transaction]121

(d) Extraordinary Events:

(e) Delisting: [Negotiated Close-out]

[Cancellation and Payment]

118
Include if Knock-out Event is applicable.
119
If no Valuation Time is specified, the Valuation Time will be the Scheduled Closing Time on the
relevant Exchange on the relevant Valuation Date.
120
The parties do not need to specify how the Settlement Amount will be determined unless they wish
to amend the terms of Section 8.1 of the Standard Terms.
121
If Settlement Method Election is applicable, parties should include settlement terms relating to Non-
Deliverable Transactions or Deliverable Transactions and must also specify the electing party,
Default Settlement Method and Settlement Method Election Date. If no Default Settlement Method
is specified, the Default Settlement Method will be the settlement for Deliverable Transactions.

MOS247432/21 151276-0001 Page 70


[Partial Cancellation and Payment]

(f) [Change in Law: [Applicable]]122

(g) [Failure to Deliver: [Applicable]]123

(h) [Bankruptcy: [Applicable]]124

(i) [Additional Disruption Event:]

[Determining Party: [Buyer] [Seller] [Buyer and Seller]]

4. Calculation Agent: [].

[5.] Payment details:

Details for payments in favour of Party A:

Details for Bond delivery in favour of Party A:

Details for payments in favour of Party B:

Details for Bond delivery in favour of Party B:

This Confirmation supersedes and replaces any previous correspondence between us in


respect of this Transaction (including by the Electronic Messaging System).

Please confirm that the foregoing correctly sets forth the terms of the Transaction by
executing a copy of this Confirmation enclosed for that purpose and returning it to us.

Yours sincerely, Confirmed as of the date first above written:


[PARTY A] [PARTY B]
By: ______________________ By: ______________________
Name: Name:
Title: Title:

122
Include if Change in Law is applicable.
123
Include if Failure to Deliver is applicable.
124
Include if Bankruptcy is applicable.

MOS247432/21 151276-0001 Page 71


ANNEX 1

Bonds comprised in the Basket

The Basket is composed of the specified Bonds of the Issuers listed below in the
relative proportions and numbers set out in relation to each Issuer below.

Issuer Security Category (type) Number of Exchange Clearance


Identification of Bonds Bonds in System125
Number Basket

125
Include if Settlement Method Selection is applicable and the parties have agreed to settle any
Transaction through a Clearance System.

MOS247432/21 151276-0001 Page 72


EXHIBIT 9

to Standard Terms of Bond Derivatives Transactions

Form of a Notice of Exercise of Option Transaction

[Letterhead of the Buyer]

[Date]

[Name and Address of the Seller]

Re: Notice of Exercise of [specify Option Transaction]

Dear Sirs,

We refer to the Option Transaction entered into by and between us on [date]


[transaction identification number] (the Transaction) pursuant to the Master
Agreement for Derivative Transactions on Financial Markets between [ ] and [ ]
dated [ ].

This Notice of Exercise has been sent to you in accordance with, and for the purposes
of, exercise by us of the Exercise Right under the Transaction pursuant to Section 3.2
of the Standard Terms of Bond Derivatives Transactions (the Standard Terms)
published in the Internet on the web pages of the Association of Russian Banks,
National Foreign Exchange Association and Russian National Association of Securities
Market Participants, applied pursuant to the Confirmation of the Transaction.

All capitalised terms in this Notice of Exercise have the meanings ascribed to them in
the Standard Terms.

Yours sincerely,

[Buyer]

______________________
Name:
Title:

MOS247432/21 151276-0001 Page 73


Draft: [ ]

INDEX OF TERMS

Term Page Section


Affected Bonds 28 10.2(b)(iii)(A)
Announcement Date 27 10.2(a)
American Option 9 2.2(a)
Bankruptcy 29 10.5
Bermuda Option 9 2.2(b)
Basket 4 1.13
Bond Basket Forward Transaction 8 1.29
Bond Basket Option Transaction 7 1.26
Bond Basket Transaction 8 1.31
Bond Forward Transaction 8 1.30
Bond Option Transaction 7 1.27
Bonds 4 1.14
Bond Transaction 8 1.32
Business Day 5 1.21
Business Day Convention 8 1.33
Buyer 5 1.17
Calculation Agen 6 1.22
Calculation Date41.8 4 1.8
Call 10 2.3(a)
Cancellation Amount 31 10.7(a)
Cancellation and Payment 28 10.2(b)(ii)
Change in Law 29 10.3
Clearance System 4 1.10
Commencement Date 9 2.1(a)
Confirmation 5 1.16
Default Settlement Method 20 7.1(b)
Delisting 27 10.2
Deliverable Bond Basket Forward Transaction 8 1.28(c)
Deliverable Bond Basket Option Transaction 7 1.25(c)
Deliverable Bond Forward Transaction 8 1.28(b)
Deliverable Bond Option Transaction 28 10.2(b)(iii)(A)
Deliverable Forward Transaction 8 1.28(c)
Deliverable Option Transaction 7 1.25(c)
Deliverable Transaction 5 1.18
Delivering Party 30 10.6(c)
Determining Party 32 10.7(b)
Early Closure 19 6.3(c)
Draft: [ ]

European Option 9 2.2(c)


Exchange 3 1.3
Exchange Disruption 18 6.3(b)
Exercise Date 12 3.1(c)
Exercise Period 12 3.1(d)
Exercise Right 7 1.25
Expiration Date 11 3.1(b)
Expiration Time 11 3.1(a)
Extraordinary Event 27 10.1
Failure to Deliver 29 10.4
Following Business Day 8 1.33(a)
Forward Price 15 4.1
Forward Transaction 7 1.28
Integral Multiple 13 3.4(a)
Issuer 8 1.34
Knock-in Event 16 5.1(a)
Knock-in/Knock-out Determination Date 16 5.4
Knock-in/Knock-out Price 16 5.2
Knock-in/Knock-out Reference Security 16 5.3
Knock-in/Knock-out Valuation Time 17 5.5
Knock-out Event 16 5.1(b)
Market Disruption Event 18 6.3
Master Agreement 3 1.7
Maximum Number 13 3.4(a)
Minimum Number 13 3.4(a)
Model Provisions 5 1.19
Modified Following 8 1.33(c)
Multiple Exercise 13 3.4(a)
Negotiated Close-out 28 10.2(b)(i)
Number of Baskets 4 1.12
Number of Bonds 4 1.11
Number of Options 9 2.1(b)
Non-Deliverable Bond Basket Forward Transaction 7 1.28(a)(ii)
Non-Deliverable Bond Basket Option Transaction 7 1.25(a)(ii)
Non-Deliverable Bond Forward Transaction 7 1.28(a)(i)
Non-Deliverable Bond Option Transaction 7 1.25(a)(i)
Non-Deliverable Forward Transaction 7 1.28(a)
Non-Deliverable Option Transaction 7 1.25(a)
Non-Deliverable Transaction 3 1.2
Notice of Exercise 12 3.1(e)
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Option 9 2.1(c)
Option Entitlement 9 2.1(d)
Option Transaction 6 1.25
Partial Cancellation and Payment 28 10.2(b)(iii)
Partial Exercise 13 3.3
Payment Currency 3 1.5
Preceding Business Day 8 1.33(b)
Premium 10 2.4(a)
Premium Payment Date 10 2.4(a)
Put 10 2.3(b)
Receiving Party 30 10.6(c)(A)
Reference Price 15 3.5(c)
Relevant Price 3 1.4
Scheduled Closing Time 3 1.6
Scheduled Trading Day 5 1.15
Scheduled Valuation Date 19 6.4
Seller 5 1.20
Settlement Amount 23 8.1
Settlement Cycle 6 1.23
Settlement Date 21 7.4
Settlement Disruption Event 26 9.5(a)
Settlement Method Election 20 7.1(a)
Settlement Method Election Date 20 7.1(c)
Settlement Price 20 7.2
Split Ticket Delivery 25 9.3
Standard Terms 3 Preamble
Strike Price 9 2.1(e)
Strike Price Differential 23 8.2
Trade Date 4 1.9
Trading Disruption 18 6.3(a)
Transaction 6 1.24
Underlying Asset 3 1.1
Valuation Date 18 6.2
Valuation Time 18 6.1