The Report on Operational Audit

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Agreement

Dear Sirs,

You have requested a copy of the report prepared by ООО PricewaterhouseCoopers Advisory (the Auditor) of 12 October 2015 regarding the audit of the design of controls at National Settlement Depository (the Report).

The Auditor may authorise to provide you with a copy of the Report subject to your confirmation that you obtain it only for information purposes and accept the conditions below.

The Report was prepared in accordance with the instructions from National Settlement Depository (NSD) and with consideration of its interests only. The Auditor planned activities without considering the use of the Report by yourself. The Report cannot in any way serve a substitute for procedures which you intend or should undertake to obtain information about NSD's financial position or for any other purpose.

Since 12 October 2015, the Auditor has not performed any activities, nor has it sent to NSD Management any inquiries in relation to the Report for the purpose of the Report preparation. Accordingly, the Report does not incorporate any events which may have occurred after the above date and the effects, if any, of those events or the information that may have come to light after that date. Therefore, the Auditor does not express any opinion of the impact the activities if they were performed or inquiries if they were sent would have on the Report. Moreover, the Auditor assumes no obligation to notify you of the changes in its findings set out in the Report as at the submission date.

You agree that ООО PricewaterhouseCoopers Advisory, its partners, employees and third parties engaged to provide services shall not be liable to you in connection with a copy of the Report made available to you. Furthermore, the above parties shall not be held liable for any losses that may arise as a result of your using the Report or providing you with a copy of the Report, except where such liability may not be limited by operation of law.

Hereby you also agree that NSD and its employees assume no obligations before you in connection with the Report made available on the website, including but not limited to liability for any losses that may arise as a result of your using the Report or providing you with a copy of the Report, except where such liability may not be limited by operation of law.

ООО PricewaterhouseCoopers Advisory may not provide you with any explanations regarding the contents of the Report or with additional information in relation to NSD.

You agree to indemnify ООО PricewaterhouseCoopers Advisory, its partners, employees and third parties as well as NSD and its employees in respect of any loss and expenses (including legal costs) incurred by the above parties in connection with any claims or action brought against them as a result of or in connection with providing you with the Report or any explanations on it or additional information about NSD.

The provisions of this letter shall be governed and interpreted in accordance with the law of the Russian Federation. Any disputes or disagreements arising in connection with this letter and unsettled through negotiations shall be resolved by the Arbitrazh Court of the City of Moscow.

The copy of the Report to be provided to you and any information contained in the Report, all or part of it, may not be made available or disclosed in any form to any party without prior written consent of ООО PricewaterhouseCoopers Advisory, which it may, at its own discretion, grant, withhold or grant subject to certain terms and conditions (including the conditions of the Auditor's liability to the party to which the Report or information from it is disclosed).

 
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