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This checklist sets out documents and information to be provided for the pruposes of legal review of the target companies.

Nmb.	Process
1.	*Corporate*
1.1	Complete chart of the organisational structure of the Companies Group
1.2	Information as to wether any of the companies is engaged in any of the business activities enurmetd in Art. 6 Federal law No. 57-FZ on the Procedure for Making foregin investments in companies of strategic Imporatnce for National Defence and state security , dated 29. April 2008.
1.3	Constitutional and other corporate documents
1.3.1	Charters
1.3.2	Certificates of incorporation
1.3.3	Documents on reorganisation
1.3.4	Internal documents relating to corporate goverance etc.
1.4	If aplicable, all documents relating to reorganisation of the companies, including separation baance sheets (разделительныи балансб(razdelitelny balans)(before 2014) and handover acts(peredatochny balans)
1.4.1.	Accesions
1.4.2.	Merger agreements
1.4.3.	Publications in the bulletin of the state registrations(vestnik gosudarstvennoy registrasii) on reorganisation requierd by law
1.4.4.	Resolution of general shareholders meetings
1.4.5.	Meetings of the board of directors taken in connection with reorganisation of any of the companies
1.5.	All applications and notifications field with competition authorities:
	Consents
	Approvals
	Refusals
	To review such applications and notifications issued by the competition authorities in conenection with the acquisition with the acquisition of title to participory interest / shares in/ by or reorganisation of the companies
1.6	Documents confirming the formation of the Companies charter capital inculuding:
1.6.1.	Payments orders
1.6.2.	Transfer acts
1.6.3.	Independent appraisal report on any non-monetatry contributions and additional with respect to jopint-stock companies
1.6.4.	Notification on state registration of shares issues and reports on the result of share issues
1.6.5.	Resolution on shares issues
1.6.6.	Share issues prospectuses(if applicable)
1.7	Up-to-date extracts from Companies shareholders register – vpiska iz reestra aktsionerov / and list of participants – spisak uchastnikov
1.8.	Documents confirming acquisition of the title to participatory interest / shares in the companies by the existing shareholders
1.9	Information on any restrictions on transfer of participatory interest / shares in companies:
	Including pledges
	Shareholders agreements
	Trust
1.10.	All contracts and agreements between the shareholders and/or third parties containging restrictions on transfer of participatory interest / shares of companies
2.	*Real Estate*
2.1.	List of the real estate of the Companies, togheter with the title documents including:
2.1.1.	Lease Agreements
2.1.2.	Joint venture agreements
2.1.3.	Construction contracts
2.1.4.	Sale and purchase contracts etc.
2.2.	Information and documents with respect to the real estate reffer to the section 2.1.
2.2.1	Layout
2.2.2.1.	Technical passport
2.2.2.1.	Cadastral passport
2.2.2.2.	BTI plans and breakdowns
2.2.2.	Encumbrances and third party rights in relation to such properties
2.2.3.	Statutory or regulatory restrictions on use, construction
2.2.3.1.	And/or transfer of such properties
2.2.3.2.	Alteration
2.2.3.3.	Remodeling of premises
2.3.	Confirmation regarding
2.3.1.	Fulfilment of any covenants or conditions regarding legal arrangements with respect of properties
2.3.2.	Use of the properties in accordance with their permitted use
2.3.2.	the existence of separate exit roads from the properties to public land
2.3.3.	absense of any overlaps with so – called “red line” boundries – krasnye linii – of the public street or road network
3.	*Movables*
3.1	List of all movables with value of{…} toghether with underlaying documentations
	Information and cocuments relating to any encumbrances or third parties rights in relation to Companies movables
4.	*Intelecutal property – IP – owned by companies*
4.1.	List of all intelectual property including:
4.1.1	Trademarks
4.1.2	Patents
4.1.3	Software
4.1.4	Know how
4.1.5	Domain names
4.2	List of all intelectual property licensed by the companies including the names of exclusive right holders – if licensed by the companies
4.2.1	including the name os exclusive right holders – if licensed by companies
4.2.2	registration number – if applicable
4.2.3	registration dates – if applicable the dates and numbers of the licences issued and other types of encumbrrances
5.	*Commercial activities*
5.1	List of ,main suppliers, indicate in percentege terms the share of the companies total turnover attributable to each supliers toghether with copies of the corespodonding commercial contracts
5.2	List of main clients, indicate in percentege terms the share of the companies total turnover attributable to each supliers toghether with copies of the corespodonding commercial contracts
6	financial liablities
6.1	All existing loan and facility agreements (including related security such as pledgs suretyships, corporate guaranties, mortgages etc.
6.2	All outsanding letters of credit (akkreditiviy) and promissory notes – vekseli
7.	*Licensed activities*
7.1	List of all currently valid licences – including all attachemnts and addenda for activites out by the companies,toghether with confirmation that the companies do not conduct any other licensed business activities
7.2	Information on any violations of the therms and conditions of licences
8.	*Insurance*
8.1	Information on any insurance policies held by companies, including business insurance, real estate insurance, medical insurance, life insurance, along with information on any insurance claims made by the companies upon the occurance of insured events
9.	*Employemnt*
9.1	Resolution on appointment of key members of the Companies management(general direcotr, chief accountant, member of the board) toghether with the copies of their employment / civil law contracts.
9.2	List of current employees of the companies with breakdowns by:
9.2.1	Category of staff by department, fuctional area and profits / cost center
9.2.2	Salary, benefits, notice periods
9.2.3	Basis for hire
9.2.4	Emoployment contract
9.2.5	Civil law contract on provision of consulting service or management services
9.2.6	Full time hours contract
9.2.7	part time hours contract
9.2.8	Fixed terms contract
9.2.9	indefinite term contract
9.3	Copies of allcollective bargaining agreements currently in effect between the companies and any trade unions or employees of the companies.
9.4	Detail of bonuses
9.4.1	Other incentive schemes
9.4.2	Financial support
9.4.3	Social benefits provided to employees of the companies
*10.*	*Litigation*
	List in table below all ongoing proceedings involving the Companies
No.	Claimant
[…]	[…]
10.2	Documents and information concering all:
10.2.1	Investigations or inspections by authorities or institution
10.2.2	Ongoing proceedings in which any member of management of the Companies has been involved
10.2.3	Disutes between the companies and their participatians / shareholders or between the Companies and members of their management bodies
*11.*	*Financial Statements – last three years*
11.1	Balance sheets
11.2	Annual reports
11.3	Audit reports

Template Checklist for Legal Due Diligence