The Report on Operational Audit

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Dear Sirs!

Please be informed that JSC "KPMG" (hereinafter – “KPMG”) has been engaged by National Settlement Depository (hereinafter – “NSD”) to perform operational audit (completion of the assignment, providing assurance) in order to report on Description of the Controls, their Design and Operating Effectiveness defined by NSD, as a result of which the relevant KPMG report dated 2 October 2019 (hereinafter – “Report”) was provided to NSD.

You have requested a copy of the Report provided by KPMG.

KPMG may authorize you to receive a copy of the Report subject to your confirmation that you obtain it only for information purposes and accept the conditions below.

KPMG does not accept or assume liability for the work performed and the content of the Report to anyone except for NSD. The work was performed by KPMG and the Report was prepared fully in accordance with the terms & conditions of the services agreement between KPMG and NSD. KPMG’s activities were not performed for your benefit and the Report was not prepared in your interests or in accordance with your requirements.

Therefore, matters of interest to you were not necessarily considered in the course of preparation of the Report. The use of professional judgement and the assessment of various issues or their relevance (as the case may be) for the purposes of KPMG’s work and preparation of the Report, means that certain matters could be assessed by you, in light of your own purposes in a different way. KPMG does not warrant or represent that the information, contained in the Report, is necessary for your purposes.

For the reasons above, the Report cannot in any way serve as a substitute for other enquiries and procedures that you would (or should) have performed otherwise, or for judgements you could make in relation to matters of interest to you regarding the Report or for any other purpose related to your requirements.

Since 2 October 2019, KPMG 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 and their effects which may have occurred after the above date, if any of those events or the information that may have been discovered after that date. Accordingly, KPMG does not express any opinion of the impact of such procedures, should they have been performed, or inquiries, should they have been sent, would have an effect on the Report. Moreover, KPMG 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 you do not acquire any rights in relation to KPMG as a result of access to the Report, and KPMG, its partners or its employees do not assume any duties or obligations as a result of providing you a copy of the Report.

You agree that the Report will not be used for any purpose except for your familiarization.

You will neither refer to the Report nor allow access to it to any person or entity without KPMG’s prior written consent, which if given (if giving such consent would be considered reasonable) may (at KPMG’s discretion) be conditional.

You agree to indemnify KPMG, its partners, employees in respect of any ownership losses in full (including legal costs) incurred in connection with any claims or action brought against them as a result of, or in connection with providing you with the Report.

To the fullest extent permitted by the Russian laws, KPMG has no liability to you for any loss or damage suffered, arising out of or in connection with the Information or its use or the Report, however such loss or damage is caused.

The terms of the agreement shall be governed solely by Russian laws. Any dispute, controversy or claim which may arise out of or in connection with the present agreement or the execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Chamber of Commerce and Industry of the Russian Federation (“ICAC”) in accordance with its Rules.

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