DISCLAIMER


MATERIALS PRESENTED ON THIS INTERNET SITE ARE MARKETING COMMUNICATION. THE MARKETING COMMUNICATION DOES NOT CONSTITUTE AN OFFER OF, OR AN INVITATION BY OR ON BEHALF OF, THE ISSUER OR VTB CAPITAL TO SUBSCRIBE OR PURCHASE THE INVESTMENT AND SHALL NOT FORM THE BASIS OF, NOR MAY IT ACCOMPANY, NOR FORM PART OF, ANY CONTRACT TO ACQUIRE THE INVESTMENT IN ANY JURISDICTION. THE DISTRIBUTION OF THE MARKETING COMMUNICATION AND THE OFFER OR SALE OF THE INVESTMENT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS AND THE MARKETING COMMUNICATION DOES NOT CONSTITUTE AN OFFER OF, OR ANY INVITATION BY OR ON BEHALF OF THE ISSUER OR VTB CAPITAL TO OFFER OR SELL THE INVESTMENT IN ANY JURISDICTION IN WHICH SUCH OFFER OR INVITATION IS NOT AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR INVITATION. ACCORDINGLY, THE INVESTMENT MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, AND THE MARKETING COMMUNICATION MAY NOT BE DISTRIBUTED IN ANY JURISDICTION, EXCEPT IN ACCORDANCE WITH THE LEGAL REQUIREMENTS APPLICABLE TO SUCH JURISDICTIONS. PERSONS INTO WHOSE POSSESSION THE MARKETING COMMUNICATION COMES ARE REQUIRED BY VTB CAPITAL TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. NEITHER VTB CAPITAL NOR ITS AFFILIATES ACCEPT ANY LIABILITY TO ANY PERSON IN RELATION TO THE DISTRIBUTION OR POSSESSION OF THE MARKETING COMMUNICATION IN OR FROM ANY JURISDICTION.


The Marketing Communication is for information purposes only and is solely intended for the use of the intended recipients. The Marketing Communication does not constitute a binding commitment or agreement to provide services or financing on the terms therein or similar terms, or any other commitment to provide services or financing of any kind, and cannot be relied upon as a representation that any particular transaction necessarily could have been or can be effected at the stated price. The Marketing Communication is not investment research and has not been prepared in accordance with applicable legal requirements designed to promote the independence of investment research and is not subject to any prohibition on dealing ahead of the dissemination of investment research. The Marketing Communication shall not constitute a prospectus, an underwriting commitment, an offer of financing, an offer to sell, or the solicitation of an offer to buy or sell any securities or other financial instruments. In evaluating any investment products or strategies, each recipient of the Marketing Communication must independently determine (with input from his/her own tax, accounting, financial and/or legal advisors), the appropriateness of any financial instruments or transactions before investing. No part of the Marketing Communication constitutes tax, legal, accounting, financial or investment advice, as well as individual investment recommendation, and should not be construed as such. The legal rights and obligations of recipients of the Marketing Communication, who participate in the investment, will be governed solely by the investment agreement and no rights or obligations against or toward the issuer or any other person shall arise out of or in connection with the Marketing Communication.


The value of any investment may fluctuate as a result of market changes. Past performance is not indicative of future performance.


Certain transactions, including futures, options and other derivatives, involve significant risk, and may not be suitable for all investors. Many persons, physical and legal, may be restricted from dealing in the securities markets. Investors should perform their own due diligence before investing. Importantly, securities and financial instruments denominated in foreign currencies and ADRs and other investments are subject to exchange rate fluctuations that may adversely affect the value of the investment.


While every care has been taken in preparing the Marketing Communication, no director, officer, employee, agent or adviser of any member of the VTB Group gives or makes any representation, warranty or undertaking, whether express or implied, and accepts no responsibility or liability as to the reliability, accuracy or completeness of the information set out in Marketing Communication. Opinions expressed therein may differ or be contrary to opinions expressed by other business areas or groups of VTB Capital and its affiliates as a result of using different assumptions and criteria. All such information is subject to change without notice, and neither VTB Capital nor any of its subsidiaries or affiliates is under any obligation to update or keep current the information contained in the Marketing Communication or in any other medium. The delivery of the Marketing Communication at any time does not imply that the information in it is correct as of any time or that there has been no change in the business, financial condition, prospects, creditworthiness, status or affairs of the issuer or anyone else since that date. VTB Capital does not undertake to assess or keep under review the business, financial condition, prospects, creditworthiness, status or affairs of the issuer or any other person now or at any time in the future. Neither VTB Capital nor any of its affiliates undertake to provide the recipient with access to any additional information or to update the Marketing Communication or to correct any inaccuracies therein which may become apparent and VTB Capital reserves the right, without prior notice, to change the procedure for the investment or the delivery of information or to terminate discussions at any time without stating its reasons. The information in Marketing Communication is not intended to predict actual results and no assurances are given with respect thereto.


Descriptions of the issuer or the securities or other financial instruments of the issuer or securities underlying or related to such instruments or the markets or developments mentioned in the Marketing Communication are not intended to be complete. In the Marketing Communication certain agreements may be referred to and described in summary form. The summaries do not purport to be complete or necessarily accurate descriptions of the full agreements. Interested parties are expected to review independently all such documents. The Marketing Communication should not be regarded by recipients as a substitute for the exercise of their own judgment as the Marketing Communication has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient. The application of taxation laws depends on an investor’s individual circumstances and, accordingly, each investor should seek independent professional advice on taxation implications before making any investment decision. The Marketing Communication has been compiled or arrived and based on information obtained from sources believed to be reliable and in good faith. Such information has not been independently verified, is provided on an ’as is’ basis and no representation or warranty, either expressed or implied, is provided in relation to the accuracy, completeness or reasonableness of the Marketing Communication or any further information, notice or other document at any time supplied in connection with the investment. All statements of opinion and all projections, forecasts, or statements relating to expectations regarding future events or the possible future performance of investments represent VTB Capital’s own assessment and interpretation of information currently available.


The VTB Group may and may seek to do business with any companies mentioned in the Marketing Communication. Investors should be aware that the VTB Group may have a conflict of interest that could affect the objectivity of Marketing Communication, as members of the VTB Group and/or their respective principals, directors, officers and employees (including, but not limited to, persons involved with the preparation or issuance of the Marketing Communication) may own, have positions or effect transactions in the securities or financial instruments referred to herein or in the investments of any issuers discussed herein, may engage in securities transactions in a manner inconsistent with the information contained in the Marketing Communication and with respect to securities or financial instruments covered by the Marketing Communication, may sell to or buy from customers on a principal basis and may serve or act as director, placement agent, advisor or lender, or make a market in, or may have been a manager or a co-manager of the most recent public offering in respect of any investments or issuers of such securities or financial instruments referenced in the Marketing Communication or may perform any other investment banking or other services for, or solicit investment banking or other business from, any company mentioned in the Marketing Communication.


THE MARKETING COMMUNICATION IS NOT AN ADVERTISEMENT TO AN UNLIMITED GROUP OF PERSONS OF SECURITIES, OR RELATED FINANCIAL INSTRUMENTS. THE MARKETING COMMUNICATION IS INTENDED ONLY FOR PERSONS REGARDED AS PROFESSIONAL INVESTORS IN ANY JURISDICTIONS AND IS NOT INTENDED TO BE DISTRIBUTED DIRECTLY OR INDIRECTLY TO ANY OTHER CLASS OF PERSON. IT IS NOT INTENDED FOR ANY RETAIL INVESTOR.


The Marketing Communication may not be reproduced, redistributed or published, in whole or in part, for any purpose without the written permission of VTB Capital, and neither VTB Capital nor any of its affiliates accepts any liability whatsoever for the actions of third parties in this respect. The Marketing Communication may not be used to create any financial instruments or products or any indices. VTB Capital accepts no liability whatsoever for any consequential losses (direct or indirect — or foreseen and unforeseen) arising from the use of the Marketing Communication or reliance on the information contained herein.


VTB Capital, the Investment Business of VTB Group, is one of the three strategic business arms of VTB Group, along with the corporate and retail businesses. VTB Capital is offering a full range of investment banking products and services to Russian and international clients, focusing on arranging operations in the debt, equity, global commodities markets, developing investment and asset management, advising clients on M&A deals in Russia and abroad. Investment Business of VTB Group is positioned in the strategically-important regions of Europe, Asia, the Middle East, Africa and the Americas. VTB Capital is headquartered in Moscow with offices in London, Singapore, Hong Kong, Zug, Frankfurt am Main, Sofia and Vienna. JSC VTB Capital is authorized and regulated in the Russian Federation by the Central Bank. VTB Capital plc is a bank incorporated in England & Wales (registration no. 159752), is a member of the London Stock Exchange and is authorized in the United Kingdom by the Prudential Regulation Authority and is regulated by Financial Conduct Authority and Prudential Regulation Authority; in Singapore — by the Monetary Authority of Singapore. VTB Capital Hong Kong Limited is licensed by the Securities and Futures Commission in Hong Kong. Except as otherwise specified in the Marketing Communication any reference to VTB Capital shall mean reference to any member of the group of companies of VTB Capital.


This document is protected by copyright, and no part of it may be reproduced, distributed or transmitted without the prior written permission of VTB Capital. All rights reserved.


IMPORTANT INFORMATION – TERMS OF ACCESS
FOR INFORMATION ONLY

The information and opinions contained within VTB Capital research reports are prepared by research analysts associated with JSC VTB Capital, VTB Capital plc and their non-U.S. affiliates (each such entity, a “VTB Group entity,” and all such entities collectively, the “VTB Group”). The information, analytic tools, and/or models referenced herein (and any reports or results derived from their use) are intended for informational purposes only. VTB Capital has no obligation to update this information and may cease provision of this information at any time and without notice. The information and opinions described herein may be based on VTB Capital research reports that have already been published and made available to research customers. Accordingly, members or clients of the VTB Group may have acted upon or used the information or conclusions contained in this research report, or the research or analysis on which they are based, before its publication.

NO OFFER, RECOMMENDATION, INDUCEMENT OR ADVICE

This material does not constitute nor is it intended as an offer, inducement, promotion or solicitation for the purchase or sale of securities, investments or other financial instruments. Neither the information contained in the report nor any future information made available with the subject matter contained in the report will form the basis of any contract. This material is not intended to constitute an investment recommendation as defined by Article 3(1) (35) of Regulation (EU) No 596/2014, and related rules and regulations (each as amended). VTB Capital is not acting as a fiduciary. VTB Capital does not provide, and has not provided, any investment advice or personal recommendation to you in relation to any transaction and/or any related securities described herein and is not responsible for providing or arranging for the provision of any general financial, strategic or specialist advice, including legal, regulatory, accounting, model auditing or taxation advice or services or any other services in relation to the transaction and/or any related securities described herein. Accordingly, VTB Capital is under no obligation to, and shall not, determine the suitability for you of any transaction described herein. You must determine, on your own behalf or through independent professional advice, the merits, terms, conditions and risks of any transaction described herein. Any reference to past performance of securities or other financial instruments is for informational purposes only and does not imply or indicate future results.

CONFLICTS OF INTEREST

VTB Group entities do and seek to do business with companies referenced in research reports. Thus, investors should be aware that the VTB Group may have a conflict of interest that could affect the objectivity of this research report. Disclosures on the companies referenced in this report can be obtained by accessing the following webpages:

Research disclosures webpage - http://research.vtbcapital.com/ServicePages/Disclosures.aspx.

Investment Recommendations disclosures webpage https://www.vtbcapital.ru/en/about/information-disclosure/investment-recommendations/

NO LIABILITY

Whilst every care has been taken in preparing the reports, no research analyst, director, officer, employee, agent or adviser of any member of the VTB Group gives or makes any representation, warranty or undertaking, whether express or implied, and accepts no responsibility or liability as to the reliability, accuracy or completeness of the information set out in the reports. Any responsibility or liability for any information contained in the reports is expressly disclaimed. All information contained in the reports is subject to change at any time without notice. No member of the VTB Group has an obligation to update, modify or amend the reports or to otherwise notify a reader thereof in the event that any matter stated in the reports, or any opinion, projection, forecast or estimate set forth in the reports, changes or subsequently becomes inaccurate, or if research on the subject company is withdrawn.

In the United Kingdom, the reports are approved and/or communicated by VTB Capital plc, a bank authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. The reports are intended for those persons that would be classified as eligible counterparties or professional clients under the Financial Conduct Authority’s Conduct of Business rules. The reports have been made publicly available, and as such, constitute an ‘acceptable minor non-monetary benefit’ pursuant to Article 12(2) Commission Delegated Directive (EU) 2017/593 (as implemented into United Kingdom domestic law and regulation following the United Kingdom’s departure from the European Union). The reports do not intend to communicate an invitation or inducement to engage in investment activity, and as such do not fall within the definition of a Financial Promotion as per s.21 of the Financial Services and Markets Act 2000 (FSMA), and related rules and regulations (each as amended).

Reports are distributed in the European Economic Area (EEA) by VTB Bank (Europe) SE, registered with the number HRB 12169 at the register of companies in Frankfurt am Main and authorised by the Bundesanstalt fur Finanzdienstleistungsaufsicht (Federal Financial Supervisory Authority), Graurheindorfer Strasse 108, 53117 Bonn, Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main and the European Central Bank, Sonnemannstrasse 20, 60314 Frankfurt am Main to provide banking transactions and financial services. Reports are intended for those persons classified as Eligible Counterparties or Professional Clients pursuant to Directive 2014/65/EU. In the United States, these reports are intended for persons who are considered ‘institutional investors’ as defined by FINRA Rule 2210(a)(4).

In Singapore, the reports are distributed by VTB Capital plc to accredited investors, expert investors or institutional investors only (as defined in the applicable Singapore laws and regulations and are not intended to be distributed directly or indirectly to any other class of person). Recipients of these reports in Singapore are to contact VTB Capital plc, Singapore branch in respect of any matters arising from, or in connection with, this report. VTB Capital plc, Singapore branch is regulated by the Monetary Authority of Singapore.

In Hong Kong, the reports are distributed by VTB Capital Hong Kong Limited, a licensed corporation (CE Ref: AXF967) licensed by the Hong Kong Securities and Futures Commission to “professional investors” (as defined in the Hong Kong Securities and Futures Ordinance and its subsidiary legislation) only.

In Russia, the reports are approved and/or communicated by JSC VTB Capital, a professional securities market participant regulated by the Central Bank of Russia. VTB Capital is not providing either investment advice or individual investment recommendations to the recipients of the reports or any other persons either under Federal Law On Securities Market of 22.04.1996 No. 39-FZ (or related rules and regulations, each as amended) or otherwise. These reports are not advertising as defined in Russian legislation, but are information and analysis not having product promotion as their main purpose and do not provide appraisal within the meaning of the Russian legislation on appraisal activity. Research reports do not constitute a personalised investment recommendation as defined in Russian laws and regulations, are not addressed to a specific client, and are prepared without analysing the financial circumstances, investment profiles or risk profiles of clients.

THESE REPORTS ARE INTENDED FOR ELIGIBLE COUNTERPARTIES OR PROFESSIONAL INVESTORS AS DEFINED IN THE RESPECTIVE JURISDICTION.

The reports are being furnished to certain persons as permitted by applicable law, and accordingly may not be reproduced or circulated to any other person without the prior written consent of a member of the VTB Group. Unauthorised use or disclosure of the reports is strictly prohibited.

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