The Report on Operational Audit

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Dear Sirs,

We formally inform you that ZAO "Deloitte & Touche CIS" (“Deloitte”) has been engaged by National Settlement Depository (“NSD”) to perform special purpose audit engagement expresses an opinion on effectiveness of design and implementation of control procedures defined by the Client, as a result of which Deloitte transferred to the NSD a special purpose audit report dated 3 October 2017 (“Report”).

You have requested a copy of the report prepared by Deloitte.

Deloitte may authorize 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 NSD and with consideration of its interests only. 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 3 October 2017, Deloitte has not performed any procedures, 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 been discovered after that date. Accordingly, Deloitte does not express any opinion of the impact such procedures, should they have been performed, or inquiries, should they have been sent, would have on the Report. Moreover, Deloitte assumes no obligation to notify you of the changes in its findings set out in the Report as at the submission date.

You acknowledge and agree that the Report relates solely to the procedures and services performed by Deloitte and may not address all matters that Deloitte is or may become aware of, or all communications made by Deloitte, whether in writing or otherwise, to NRD or any other person or entity, on any basis, whether or not such matters or communications might be considered material to you. You also acknowledge that Deloitte may provide other services to NRD, and you agree that Deloitte and its employees will have no responsibility to you relating to such services, nor any responsibility to use or disclose information that Deloitte possesses by reason of such services or otherwise, whether or not such information might be considered material to you.

You agree that any reliance placed by you on the Report is solely and exclusively at your own risk and that you do not acquire any rights as a result of access to the Report, and Deloitte does not assume any duties or obligations as a result of access to the Report. You agree that Deloitte, by means of permitting NRD to provide you with the Report or a copy of the Report, is not rendering accounting, financial, investment, legal, tax, or other professional advice or services to you. The Report is not a substitute for such professional advice or services.

You agree that the Report will not be used for any purpose except your familiarity, and will not be used by, or circulated, quoted, disclosed or distributed to third parties.

You agree to indemnify Deloitte, 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.

You agree that Deloitte, 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.

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

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 Deloitte, which it may, at its own discretion, grant, withhold or grant subject to certain terms and conditions (including the conditions of the Deloitte 's liability to the party to which the Report or information from it is disclosed).

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 Arbitration Court of the City of Moscow.

 
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