Template Checklist for Legal Due Diligence

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

1.1Complete chart of the organisational structure of the Companies Group
1.2Information 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.
1.3Constitutional and other corporate documents
1.3.2Certificates of incorporation
1.3.3Documents on reorganisation
1.3.4Internal documents relating to corporate goverance etc.
1.4If aplicable, all documents relating to reorganisation of the companies, including separation baance sheets (разделительныи балансб(razdelitelny balans)(before 2014) and handover acts(peredatochny balans)
1.4.2.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:
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
1.6Documents 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)
1.7Up-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
1.9Information on any restrictions on transfer of participatory interest / shares in companies:
Including pledges
Shareholders agreements
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.
2.2.1Layout passport passport 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 transfer of such properties 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
3.1List 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:
4.1.4Know how
4.1.5Domain names
4.2List of all intelectual property licensed by the companies including the names of exclusive right holders – if licensed by the companies
4.2.1including the name os exclusive right holders – if licensed by companies
4.2.2registration number – if applicable
4.2.3registration dates – if applicable the dates and numbers of the licences issued and other types of encumbrrances
5.Commercial activities
5.1List 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
5.2List 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
6financial liablities
6.1All existing loan and facility agreements (including related security such as pledgs suretyships, corporate guaranties, mortgages etc.
6.2All outsanding letters of credit (akkreditiviy) and promissory notes – vekseli
7.Licensed activities
7.1List 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
7.2Information on any violations of the therms and conditions of licences
8.1Information 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
9.1Resolution 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.
9.2List of current employees of the companies with breakdowns by:
9.2.1Category of staff by department, fuctional area and profits / cost center
9.2.2Salary, benefits, notice periods
9.2.3Basis for hire
9.2.4Emoployment contract
9.2.5Civil law contract on provision of consulting service or management services
9.2.6Full time hours contract
9.2.7part time hours contract
9.2.8Fixed terms contract
9.2.9indefinite term contract
9.3Copies of allcollective bargaining agreements currently in effect between the companies and any trade unions or employees of the companies.
9.4Detail of bonuses
9.4.1Other incentive schemes
9.4.2Financial support
9.4.3Social benefits provided to employees of the companies
List in table below all ongoing proceedings involving the Companies
10.2Documents and information concering all:
10.2.1Investigations or inspections by authorities or institution
10.2.2Ongoing proceedings in which any member of management of the Companies has been involved
10.2.3Disutes between the companies and their participatians / shareholders or between the Companies and members of their management bodies
11.Financial Statements – last three years
11.1Balance sheets
11.2Annual reports
11.3Audit reports