X5 RETAIL GROUP Company overview and strategy June 2007 p. 1 Disclaimer This presentation does not constitute or form part of and should not be construed as an advertisement of securities, an offer or invitation to sell or issue or the solicitation of an offer to buy or acquire or subscribe for securities of X5 Retail Group N.V. or any of its subsidiaries or any depositary receipts representing such securities in any jurisdiction or an invitation or inducement to engage in investment activity in relation thereto. In particular, this presentation does not constitute an advertisement or an offer of securities in the Russian Federation. No part of this presentation, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No representation, warranty or undertaking, express or implied, is given by or on behalf of X5 Retail Group N.V. or any of its directors, officers, employees, shareholders, affiliates, advisers, representatives or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein or any other material discussed at the presentation. Neither X5 Retail Group N.V. nor any of its directors, officers, employees, shareholders, affiliates, advisors, representatives or any other person shall have any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or any other material discussed at the presentation or their contents or otherwise arising in connection with the presentation. This presentation includes statements that are, or may be deemed to be, “forward-looking statements”, with respect to the financial condition, results, operations and businesses of X5 Retail Group N.V. These forward-looking statements can be identified by the fact that they do not only relate to historical or current events. Forward-looking statements often use words such as” anticipate”, “target”, “expect”, “estimate”, “intend”, “expected”, “plan”, “goal” believe”, or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, a number of which are beyond X5 Retail Group N.V’s control. As a result, X5 Retail Group N.V’s actual future results may differ materially from the plans, goals and expectations set out in these forward-looking statements. X5 Retail Group N.V. assumes no responsibility to update any of the forward looking statements contained in this presentation. This presentation is not for distribution in, nor does it constitute an offer of securities for sale, or the solicitation of an offer to subscribe for securities in Australia, Canada, Japan or in any jurisdiction where such distribution, offer or solicitation is unlawful. Neither the presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions, or distributed, directly or indirectly, in the United States of America, its territories or possessions or to, or viewed by any U.S. person as defined in Regulation S under the US Securities Act 1933 (the "Securities Act”). Any failure to comply with these restrictions may constitute a violation of United States, Australian, Canadian or Japanese securities laws. The distribution of this presentation in certain jurisdictions may be restricted by law and persons into whose possession this document or any other document or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction. For Russian law purposes, the securities mentioned in this presentation (the "Securities") represent foreign securities. It is not permitted to place or publicly circulate the Securities on the territory of the Russian Federation at present. No prospectus for the issue of the Securities has been or is intended to be registered with the Federal Service for Financial Markets of the Russian Federation. The information provided in this presentation is not intended to advertise or facilitate the offer of the Securities in the territory of the Russian Federation. This presentation does not represent an offer to acquire the Securities or an invitation to make offers to acquire the Securities. The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice. Some of the information is still in draft form and neither X5 Retail Group N.V. nor any other party is under any duty to update or inform recipients of this presentation of any changes to such information or opinions. In particular, it should be noted that some of the financial information relating to X5 Retail Group N.V. and its subsidiaries contained in this document has not been audited and in some cases is based on management information and estimates. Neither X5 Retail Group N.V. nor any of its agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the statements contained in this presentation. p. 2 Table of Contents 1. 2. 3. 4. 5. 6. 7. Russian Food Retail Market X5 Retail Group Overview Growth Strategy Operational Strategy Audited 2006 Financial Results Un-audited Q1 2007 Financial Results Appendix p. 4 p. 8 p.13 p.17 p.24 p.30 p.33 p. 3 Russian Food Retail Market p. 4 Russian Food Retail Market (overview) Main characteristics: large, growing, unsaturated and limited competition Official Russian Food Retail market (2006) – USD 146 bln Total Russian Food Retail Market (2006) – USD 233 bln (incl. “grey” market) Share of modern formats – 15% (of Total Market) Share of Top 10 in modern retail chains – 53% (of Total Market) Share of X5 Retail Group on the market – 1.7% (of Total Market) Key Russian food retail operators Place in TOP 10 Source of info: FSGS, analysts, media reports Company Revenue 2006, (USD mio excl VAT) Market share, % 1 X5 Retail Group 3,551 21.9% 2 Metro 2,544 15.7% 3 Magnit 2,504 15.4% 4 Auchan 2,016 12.4% 5 Dixi 1,080 6.7% 6 Lenta 1,060 6.5% 7 Kopeyka 980 6.0% 8 Seventh Continent 958 5.9% 9 Victoria 900 5.5% 10 Ramstore 635 3.9% Total TOP 10 16,228 100% p. 5 Forecast of Russian Retail Market Growth • Forecasted annual average growth rate for 5 year period of Total Russian food retail market is 12% per year. • Average growth rate of top-10 in 5 year period is expected at a level of 42%. 2006 2011 $bln, incl VAT Official Russian food retail market $146 bln. $281 bln. Estimated share of «grey» market 37% 30% Total Russian food retail market $233 bln. $405 bln. + 74% 63% Share of modern formats in total Russian food retail market TOP 10 modern food retail chains (share) 37% 30% 70% 15% 35% $18.4 bln. (53%) $106 bln. (75%) Source of info: FSGS, analysts, media reports p. 6 Perspectives of Modern Formats in Russian Retail Trade The main formats in Russia are discounters, supermarkets, hypermarkets. It’s expected that the fastest growing market segments in 5-year period will be hypermarkets and discounters (CAGR respectively 39% and 33%). Perspectives of retail formats, (bln.$) Change of the format structure in modern retail trade, (%) 405 450 * TRRM 2006 400 350 300 * TRRM 227 233 250 Other 200 Other formats 150 0 5% 4% 6% 163 100 50 14% Share of modern trade (of total Russian market) 34 9 15 13 CAGR of the formats: Hypermarket – 39% Discounter – 33% Supermarket – 20% 2006 37 46 Hypermarket Discounter 63 33 15% 35% 2011 16% 11% 8% 56% 71% 9% Supermarket 2011 * - Total Russian Retail Market Source of info: analysts and media reports p. 7 X5 Retail Group Overview p. 8 X5 Retail Group Today X5 Retail Group – the leader of the Russian Food Retail Market Pro-forma Net Sales for 12 months 2006 – USD 3.551 bln Number of company own managed stores (as at 31 December 2006) – 619 Net selling space (as at 31 December 2006) – 466,000 sq.m. Geography of operations – Russia (12 regional offices), Ukraine, Kazakhstan (franchising stores) Number of customers in 2006 – 445,871,769. p. 9 History Key milestones 1995 1998 Perekriostok chain founded by Alfa Group Consortium 2002 20 supermarkets opened 1st DC acquired 1st Perekriostok hypermarket opened Regional expansion start A.Rogachev and A.Girda founded Pyaterochka chain 16 stores opened in St.Petersburg 1999 Pyaterochka enters to Moscow market Pyaterochka franchise operations start Private Label development program start 2002 2001 2003 2004 Templeton Investment foundation buys 7.7% of Perekriostok stock SPAR Middle Volga chain acquired 100th store opened The largest DC opened in NorthWest Russia 2003 PEREKRIOSTOK th.m2 400.0 Ukraine & Kazakhstan markets entry 2004 Pyaterochka & Perekriostok chains development in 2003-2007F period 900 «365» chain acquired in Yaroslavl’ Gastronomy production started 90th supermarket opened Ukraine market entry via 4 Kiev stores chain acquisition Merger of Pyaterochka and Perekriostok IPO at LSE 18 St. Petersburg and 25 Moscow Kopeyka stores acquisition 2005 PYATEROCHKA th.m2 400.0 CAGR (03-06): 32% 675 300.0 675 200.0 450 257.2 209.0 450 300.0 205.5 141.5 225 2006 900 CAGR (03-06): 38% 79.5 2005 200.0 145.9 112.4 102.4 100.0 451 225 100.0 347 0 90 120 168 64 2003 2004 2005 2006 0.0 Number of stores (eop) Trade area (eop) 189 235 2003 2004 0 0.0 Number of stores (eop) 2005 2006 Trade area (eop) p. 10 X5 Retail Group in Russia Today 2006: Total Retail Sales by the Regions (mln.$, VAT excl.) St. Petersburg Pskov Veliky Novgorod Cherepovez Tver’ Vologda Yaroslavl Smolensk MOSCOW Kostroma Kaluga Bryansk Vladimir Orel Kursk Moscow North-West Nizhny Novgorod Samara South Tatarstan Ural Ukraine Centr.- Chernozemny 1,987 1,128 158 78 70 49 35 27 19 TOTAL: 3,551 2006: Share of Retail Sales by the Regions (%) 1% Moscow 1% North-West 55% 1% N.Novgorod Samara South 2% Tatarstan 2% Ural 33% Ukraine 5% Ivanovo Kirov Tula Ryazan Lipetsk Arzamas Belgorod Yoshkar-Ola Cheboksary Saransk Voronezh Tambov Kazan Penza Perm Izhevsk Ulyanovsk Ekaterinburg Toglyatty Saratov Ufa Samara Chelyabinsk Rostov-na-Donu Total Stores including Ukraine: - 619 Volgograd Novorossiysk Orenburg Krasnodar Sochi Stavropol Elista Astrakhan Tyumen Perekriostok stores - 47 (excl.4 Pyaterochka stores - 25 Combined: Moscow: Perekriostok - 100 Pyaterochka - 222 stores in Ukraine) St. Petersburg: Perekriostok - 17 Pyaterochka - 204 p. 11 New Management Team Following the merger a new international management team composed of professionals with extensive and successful experience in major Russian companies and leading international that means retail chains was built up • Lev Khasis, CEO, former Chairman of Perekrestok Supervisory Board, over 10 years in retail business, PhD in Retail Economics, Chairman of Russian Retail Association • Vitaliy Podolskiy, CFO, MBA from the University of Chicago, over 12 years of finance experience with leading investment banks and multinationals • Antonio Melo, COO, around 20 years of experience in retail with Makro and other chains • Dariush Bator, Perekrestok GM, over 10 years of experiense in retail with Tesco and Perekrestok • Andrei Gusev, M&A Director, MBA from the University of Pensylvania, over 5 years of M&A activity with Alfa-Group • Yuri Kobaladze, Corporate Affairs Director, probably Russia’s best professional in this area p. 12 Growth Strategy p. 13 Key strategic and 2007 objectives and projections The key strategic objectives of X5 going forward Maintain the leadership position on the Russian market Play role of the market consolidator in Russia Ensure highest return on shareholders capital in the sector 2007: CapEx Projections (mln.$, VAT excl.) TOTAL New stores 2007 2007: New DCs opening Key objectives c. 700 450 th.sq.m Rented 44.0 Owned 19.3 TOTAL: 63.3 add at least 150,000 sq.m. of net selling space organically expand supermarkets “Perekrestok” across all regions of the European part of Russia expand discounter chain “Pyaterochka” in Moscow area, enter Samara and Nizhny Novgorod regions develop hypermarket format, with the aim of massive roll-out starting from 2009 p. 14 Focus on the most attractive regions 3-rd priority 1-st priority 2-nd priority Zone №1 – European part and Urals Zone №2 – Siberian regions Zone №3 – Other regions of Russia X5 Retail Group will grow both organically and by means of M&A * Concentration of population, territory and market volume by Russian regions in 2005 Geographical zone Population Share (>100 th. people) % Area (mln.m2) Share % Market volume mln.$ Share % European part and Urals 53 000 75% 2.8 16% 100 800 84% Siberia 7 300 10% 2.7 16% 14 400 12% Other regions 10 000 15% 11.5 68% 4 800 4% Total (towns With population more than 100 th.): 70 300 (50%) 100% 17.1 100% 120 000 100% Total (all population): 142 000 * - official data Source: analysts and media reports p. 15 M&A Strategy Main objective for M&A is to provide sustainable growth of X5 shareholder value through acquisition on financially attractive terms of strategically located and growing retail chains to enable Company’s strategy for long-term market leadership and to obtain access to new retail technologies and markets European part and Urals Regions with the own stores of X5 as at the end of 2006 year Regions of western Siberia There are no own stores as at the end of 2006 Purchasing of retail chains with trade areas, suitable for organization of discounter, supermarket and hypermarket formats Creation of joint ventures or purchase of control in the leading companies on the local market (organization of self-dependent growth centers under X5 control without significant involvement of operating resources of X5) Other regions of Russia No own stores are planed to be opened on this territory during 5 years Selling of franchising contracts and possible JVs to pass under X5 control in a longer term perspective p. 16 Operational Strategy p. 17 Format Strategy To increase market penetration and maintain high growth rates, X5 Retail Group focuses on MULTI-FORMAT STRATEGY: Soft Discounters Supermarkets Hypermarket p. 18 Soft Discounter 2006 * X5 Retail Group operated 451 own discounter stores, with total net selling space of 257,000 sq.m., and net sales of 1,973 bln. USD Format Concept Trade area (average) Assortment (average) Non-food Price - 600 м² - 3500 SKUs - 10% - EDLP Format Evolution Value Proposition Next to customers apartments Low prices Balanced assortment Guaranteed quality of goods * As of 31 December 2006 Focus on efficiency Increase % of centralized deliveries to 85%-90% Investment into price Higher speed of opening (multiple centers of growth) Optimization of assortment Advertising and Promo activities Loyalty program Increase share of fresh food Increase contribution of Private Labels p. 19 Supermarket 2006 * X5 Retail Group operated 168 supermarkets stores, with total net selling space of 209,000 sq.m, and net sales of 1.496 bln USD Format Concept Trade area Assortment Price Quality Environment Non-food - 800, 1200, 1600, 4000 sq.m. - 15 000 – 25 000 SKUs - high/low - high - friendly, welcoming - 20-30% Format Evolution Value Proposition Perekriostok is the best in fresh fruits and vegetables, own bakery products, meat and fish products Good location: close to customers apartments or «on their way home». Easy access, convenient parking. «Saving Customers’ Time» * As of 31 December 2006 Focus on effectiveness Increase % of centralized deliveries Rationalization of assortment Increase participation in fresh up to 60% Increase contribution of Private Labels Focus on standardization Increase efficiency of ratio between trade and total areas p. 20 Hypermarket • Hypermarkets will allow to maintain high growth rates, increase market share and purchasing power • Higher turnover and efficient low-cost operations, a smart pricing strategy (high/low) to create a low-price image • Supported by highly disciplined commercial and operational policy based on negative working capital Trade area 5.000, 7.000, 10.000 sq. m Assortment 40,000-60,000 SKUs Price: When I shop in Frank I do a cheap shopping Atmosphere: I’ll find a happy (friendly) atmosphere Promotions-Campaigns: I’m always surprised. I’ll get a good deal Staff: The people is friendly, willing to help, they know the business and what they are talking about Assortment: They did the best selection for me. I can cover almost all my needs Drivers for Hypermarkets format development: Building up platform for massive roll-out of hypermarkets starting from 2009 land bank in process of creation (over 20 land plots secured, other 60 in progress) X5 plans to open around 70 hypermarkets organically over next 5-7 years Focus on Development projects - building own bigger trade centers in priority regions «Karusel» chain acquisition option exercisable from January 1, 2008 until June 30, 2008 ca. 25 hypermarkets by the beginning of 2008 the potential acquisition fits well into X5 format and regional strengthening strategy p. 21 Logistic Strategy Current situation: Distributional Centers in Moscow and St. Petersburg Level of centralization as of end 2006 – 50% for discounters; 25% for supermarkets Current DCs total area (as of April 2007) – 100’000 m2 (excl. external logistics services (3PL) operators): - Rented area – 20’000 m2 - Owned area – 80’000 m2 Strategic Goals of X5 Retail Group: to build own logistic infrastructure, including network of DC-s and own fleet transportation to support operations in European part of Russia to increase level of centralization to best-in-class levels Target level of centralization: - 90% for discounters - 85% for supermarkets - 75% for hypermarkets DC types: - Regional DC (FMCG and Fresh) - National DC (SMCG, strategic goods: import & private label) - Both DC types will be own managed p. 22 X5 DCs Planned Locations in European Russia Pskov - National Distributional Centers planned location St. Petersburg Planned total area of national and regional DC’s in 2011 about 600’000 - 700’000 sq.m. Veliki Novgorod Cherepovets Tver’ Smolensk Vologda Yaroslavl Kostroma Moscow Vladimir Kaluga Bryansk Ivanovo Tula Orel Kursk Kirov Ryazan Yoshkar-Ola Cheboksary Lipetsk Belgorod Nizhni Novgorod Saransk Tambov Penza Voronezh Perm Izhevsk Kazan Ekaterinburg Ulyanovsk Saratov Togliatti Tyumen Samara Rostov-na-Donu Ufa Chelyabinsk Volgograd Orenburg Novorossiysk Krasnodar Sochi Stavropol Astrakhan p. 23 Audited 2006 Financial Results p. 24 Pro-forma Consolidated 12m 2006 Highlights For ease of comparison, the following financials show the Pyaterochka and Perekriostok chains combined for the full year of 2006 and 2005 respectively; results of Merkado operations are taken for the full year 2006 only Net sales of US $ 3,551.5 million (+49.6%) Gross profit of US $ 989.5 million (+63.8%, margin 27.9%, vs 25.4% last year) EBITDA(1) of US $ 295.4 million (+31.0%(2), margin 8.3%, vs 9.5% last year(2)) Net profit of US $ 102.8 million (+1.2%(2), margin 2.9%, vs 4.3% last year(2)) Net selling area of 466,000 square metres as of 31 December 2006 1,234 total stores as of 31 December 2006 Company owned: 451 soft discount stores, 156 supermarkets, 12 city hypermarkets Franchised stores: 605 soft discount stores, 10 supermarkets/convenience stores Source: (1) (2) Company information EBITDA includes Options expenses of Pyaterochka chain of US$ 64.6 mio in 2006 and of US$ 5.4 mio in 2005; 2005 EBITDA does not include an extraordinary gain on Perekrestok’s Tushino Plaza real estate transaction of US $ 18.7 million p. 25 12m 2006: Strong Financial Performance Net Sales Gross Profit ($ in millions) ($ in millions) (% margin) 3,551 27.9% 2,374 25.4% 990 604 2005 Pro-Forma 2005 Pro-Forma 2006 Pro-Forma Gross Profit EBITDA exc. options (1) Gross Profit Margin EBITDA incl. options (% margin) ($ in millions) 2006 Pro-Forma (1) ($ in millions) (% margin) 8.3% 10.1% 9.5% 9.7% 295 360 226 231 2005 Pro-Forma 2005 Pro-Forma EBITDA 2006 Pro-Forma EBITDA incl. options 2006 Pro-Forma EBITDA incl. options Margin EBITDA Margin (1) Perekrestok EBITDA for 2005 does not include an extraordinary ga in on the disposal of Tushino Plaza of US $ 18.7 million Source: Company information, IFRS accounts, management accounts p. 26 X5 Retail Group - Income Statement Highlights $ million / PRO-FORMA 2006 2005 Net Sales Gross Profit Gross Margin OPEX % of Sales EBITDAR (1) (2) EBITDAR Margin Net Rental Expense EBITDA (2) EBITDA Margin OPTIONS % of Sales EBITDA incl. options (2) EBITDA margin incl. options Net Profit (2) Net profit Margin 3,551.5 989.5 27.9% 548.8 15.5% 446.8 12.6% 86.8 360.0 10.1% 64.6 1.8% 295.4 8.3% 102.8 2.9% 2,374.1 604.1 25.4% 319.3 13.4% 282.1 11.9% 51.1 231.0 9.7% 5.4 0.2% 225.6 9.5% 101.6 4.3% (1) (2) Source: EBITDAR calculated as EBITDA plus net rental expenses Perekrestok’s 2005 EBITDAR and below does not include an extraordinary gain on the disposal of Tushino Plaza of US $ 18.7 million Company information YOY Change (+/%) +49.6% +63.8% +71.9% +58.4% +70.0% +55.9% +31.0% +1.2% p. 27 Pyaterochka – Income Statement Highlights YOY Change (+/%) $ million / PRO-FORMA 2006 2005 Net Sales 1,973.1 1,359.3 +45.2% Gross Profit 528.8 338.5 +56.2% Gross Margin 26.8% 24.9% 244.8 141.7 12.4% 10.4% 287.2 194.7 14.6% 14.3% 44.6 26.0 +71.5% 242.6 168.7 +43.9% 12.3% 12.4% OPTIONS 64.6 5.4 % of Sales 3.3% 0.4% EBITDA incl. options 178.0 163.3 EBITDA margin incl. options 9.0% 12.0% OPEX % of Sales EBITDAR (1) EBITDAR Margin Net Rental Expense EBITDA EBITDA Margin (1) Source: EBITDAR calculated as EBITDA plus net rental expenses Company information +72.8% +47.5% +9.1% p. 28 Perekrestok – Income Statement Highlights 2006 2005 Net Sales 1,495.7 1,014.8 +47.4% Gross Profit 437.8 265.6 +64.9% Gross Margin 29.3% 26.2% 280.1 177.6 18.7% 17.5% 160.7 87.4 10.7% 8.6% 41.7 25.1 +66.2% EBITDA (2) 119.0 62.3 +90.9% EBITDA Margin 8.0% 6.1% OPTIONS 0.0 0.0 % of Sales 0.0% 0.0% EBITDA incl. options (2) 119.0 62.3 EBITDA margin incl. options 8.0% 6.1% OPEX % of Sales EBITDAR (1) (2) EBITDAR Margin Net Rental Expense (1) (2) Source: YOY Change (+/- %) $ million / PRO-FORMA EBITDAR calculated as EBITDA plus net rental expenses Perekrestok’s 2005 EBITDAR and below do not include an extraordinary gain on the disposal of Tushino Plaza of US $ 18.7 million Company information +57.7% +83.8% +90.9% p. 29 Un-audited Q1 2007 Financial Results p. 30 Q1 2007 Un-audited Financial Results $ million / PRO-FORMA Net Sales Q1 2006 Change (+/- %) 1,106.2 762.3 45.1% Gross Profit 301.5 200.7 50.2% Gross Margin 27.3% 26.3% 165.3 107.0 % of Sales 14.9% 14.0% EBITDAR 136.1 93.6 12.3% 12.3% 29.1 18.2 60.2% EBITDA before options 107.1 75.4 42.0% EBITDA before options Margin 9.7% 9.9% OPTIONS - 5.6 % of Sales 0.0% 0.7% EBITDA 107.1 69.8 EBITDA 9.7% 9.2% OPEX EBITDAR Margin Net Rental Expense Source: Q1 2007 54.4% 45.5% -100.0% 53.3% Company information p. 29 Q1 2007 Operational Highlights Strong Like-for-like performance: LfL Sales Performance for the Group in Q1 2007 vs.Q1 2006 by region and chain (RUR) Total Like-for-Like +16% +16% +16% Traffic Basket +12% +15% +13% +4% +1% +3% St. Petersburg: Pyaterochka St. Petersburg: Perekrestok St. Petersburg: X5 Retail Group +8% +17% +9% +2% +18% +3% +6% -1% +6% Regions: Pyaterochka Regions: Perekrestok Regions: X5 Retail Group +35% +2% +7% +17% +4% +8% +18% -2% -1% +13% +8% +5% Moscow: Pyaterochka Moscow: Perekrestok Moscow: X5 Retail Group Total X5 Retail Group Store opening progress (net selling space, sq.m.) in Q1 2007 Perekrestok Pyaterochka X5 Retail Group Moscow St Petersburg 1,200 4,341 5,541 1,648 5,763 7,411 Russian regions and Ukraine 5,600 13,811 19,411 Total Q1 2007 Total as of 31.03.2007 8,448 23,915 32,363 216,265 280,707 496,972 p. 30 Appendix 33 p. 31 IFRS Consolidated Balance Sheet, USD thousand (condensed) 31 December 2006 ASSETS Non-current assets Property, plant and equipment Goodwill Intangible assets Prepaid leases Loan to related party Deferred tax assets 1,311,950 2,622,949 492,259 9,440 5,250 18,626 4,460,474 324,598 24,153 19,040 4,218 5,250 377,259 208,576 623 10,985 148,225 95,595 167,988 631,992 68,576 12 24,528 59,084 30,067 182,267 Total assets 5,092,466 559,526 EQUITY AND LIABILITIES Equity attributable to equity holders of the parent Total equity 2,890,037 181,986 949,123 2,913 177,604 4,117 159 1,133,916 144,089 16,674 146 160,909 552,060 218,013 69,990 2,271 13,544 414 11,511 200,710 1,068,513 119,634 52,602 702 2,758 5,018 35,917 216,631 Total liabilities 2,202,429 377,540 Total equity and liabilities 5,092,466 559,526 Current assets Inventories of goods for resale Available-for-sale financial assets Loans receivable Trade and other accounts receivable VAT and other taxes recoverable Cash Non-current liabilities Long-term borrowings Long-term finance lease payable Deferred tax liabilities Long-term deferred revenue Other non-current liabilities Current liabilities Trade accounts payable Short-term borrowings Share-based payments liability Short-term finance lease payables Interest accrued Payable to related parties Current income tax payable Other liabilities Source: 31 December 2005 Company information, IFRS accounts p. 32 IFRS Consolidated Statement of Cash Flows, USD thousand (condensed) Net cash generated from operations Source: Company information, IFRS accounts 31 December 2006 426,108 31 December 2005 59,877 Interest paid Administrative charges paid for loans received Interest received Income tax paid Net cash from operating activities (63,843) 687 (46,076) 316,876 (12,393) (2,886) 177 (4,587) 40,188 Cash flows used in investing activities Purchase of property, plant and equipment Non-current prepaid lease Acquisition of subsidiaries Acquisition of other long-term investments Proceeds from sale of property, plant and equipment Long-term loan to related party originated Loans originated Proceeds from sale of investments available for sale Purchase of intangible assets Net cash used in investing activities (256,642) (6,836) 227,932 (389) 13,125 (11,608) 66 (6,594) (40,946) (147,903) (3,734) (20,138) 8,608 (5,250) 1,186 (246) (167,477) Cash flows from financing activities Proceeds from short-term loans Repayment of short-term loans Proceeds from long-term loans Repayment of long-term loans Distribution to shareholders Acquisition of treasury shares Principal payments on finance lease obligations Net cash from financing activities Effect of exchange rate changes on cash Net increase / (decrease) in cash 204,060 (207,232) 470,208 (225,186) (300,000) (76,534) (3,491) (138,175) 166 137,921 487,923 (454,131) 146,262 (75,063) 104,991 (253) (22,551) Movements in cash Cash at the beginning of the year Net increase / (decrease) in cash Cash at the end of the year 30,067 137,921 167,988 52,618 (22,551) 30,067 p. 33 Management Board Structure Management Board (7 members) Lev Khasis, Group CEO – Vitaliy G. Podolskiy, Group CFO – Mr. Rieff (48) joined the Group in 2002 as Company Secretary. He is also employed by Fortis Intertrust (Netherlands) BV and has held a number of senior positions during his 29 years there Andrei Gusev, Group M&A and Business Development Director – Source: Mr. Musial (38) has been Chief Operating Officer of Perekrestok since July 2004. Prior to joining Perekrestok, Mr. Musial held senior management positions in the food retail industry in Poland, including five years with Tesco in Warsaw Wim Rieff, Corporate Secretary – Before joining Pyaterochka as a Finance Director in March 2001, Ms Li (36) held senior finance positions in the banking, audit and publishing industries Pawel Musial, Group CCO – Prior to joining the Company in 1998, Mr. Vysotsky (38) worked in the merchant fleet and later headed the logistics divisions of several leading wholesalers in St. Petersburg. Mr. Vysotsky is a graduate of the Makarov State Naval Academy in St. Petersburg Angelika Li, Group Integration Director – Mr. Podolskiy (38) is the former Chief Financial Officer of Perekrestok. He worked for Ford Motor Company from 1999 to 2003 in the UK and then in Germany as Finance Controller of Material Planning and Logistics of Ford Europe. Mr. Podolskiy also worked as a Management Consultant in A.T. Kearney, Inc. (New York) and as Senior Banking Associate in Bankers Trust International Plc (London) Oleg Vysotsky, Pyaterochka Managing Director – Mr. Khasis (40) is the former Chairman of the Supervisory Board of Directors of the Perekrestok Group and a founding member of Fosbourne. Fosbourne invests in various businesses, including in retail business in Russia. Mr. Khasis has held a number of senior board and management positions, including Chairman of the Board of GUM in Red Square and Chairman of the Board of TsUM, which are Moscow’s two most famous department stores Mr. Gusev (34) has been director of Portfolio Management and Control for Alfa Group since 2005. From 2001 to 2005, he was Director for Investment Planning of Alfa Group. In his current role at Alfa Group, Mr. Gusev also serves on a number of Supervisory Boards of Alfa Group companies. Prior to 2001, Mr. Gusev worked in the consulting group at Deloitte and Touche Company information 36 p. 34 Supervisory Board Structure Supervisory Board (8 members) Herve Defforey, Chairman of the Supervisory Board – Andrei Rogachev – Mr. Gould (38) worked for PricewaterhouseCoopers in the United States and Moscow from 1992 through 2000. Since 2000 he has served as Deputy Director of Corporate Development, Finance & Control at CTF Holdings Ltd, the ultimate holding company of Alfa Group Consortium. In addition, Mr. Gould is a member of the Board of Directors of Alfa Finance Holdings SA Vladimir Ashurkov – Source: Note: Mr. Savin (37) serves as Managing Director of Investment Company A1, where he is responsible for overall strategic business development. From 1992 until 2001, Mr. Savin worked at Bain & Company in Moscow, Boston and London. While at Bain he focused on consulting for private equity businesses as well as on development of strategy for leading multinational corporations. In 2000 and 2001 he served as an external consultant to the Supervisory Board of Directors of Alfa Group David Gould – Mr. Fridman (42) is Chairman of the Supervisory Board of Alfa Group and principal founder of Alfa Group Consortium. Mr. Fridman also serves as the Chairman of the Board of Directors of Alfa Bank and TNK-BP and is a member of the Board of Directors of VimpleCom Alexander Savin – From 1993 to 1994 Mr. Kosiyanenko (43) served as Chairman of the Board of Directors of Moskva-Centre Commercial Bank. In 1994, Mr. Kosiyanenko helped to found Perekrestok. He served as Chief Executive Officer through May 2006 and was responsible for the overall strategy and development of Perekrestok Mikhail Fridman – Prior to joining the Board, Ms Franous (49) was head of finance at United Food Company, a large wholesaler and distributor of canned food products Alexander Kosiyanenko – Mr. Rogachev (42) is a co-founder and principal of Pyaterochka. From 1993 to 1998 Mr. Rogachev was Deputy Chairman of Stema Bank and served as a coordinator of the Banking Confederation. Mr. Rogachev joined the Group in 1998 Tatyana Franous – Mr. Defforey (56) Herve started his career as a marketing manager in Nestle Co. in 1975. From 1977 he worked in Chase Manhattan Bank N.A. which he left in the position of Vice President in 1983. From 1983 to 1990 he held top positions in BMW AG. In 1990 he took up the duties of the Managing Director in Azucarrera EBRO S.A. In 1993-2004 served as Finance Director and General Manager in Carrefour, S.A. From 2001 Mr. Defforey is a Partner in GRP Partners where he also serves as Executive Chairman for Europe From 2005 to September 2006 Mr. Vladimir Ashurkov (34) held a position of Vice-President of Strategic planning in the Group “Industrial Investors” which incorporates of transport, bin and machine-building companies. Now Vladimir Ashurkov is a Director of Group Portfolio Management and Control in Alfa Group Consortium. Company information The Supervisory Board is responsible for the supervision of and advising to the Management Board, which in its turn is responsible for Pyaterochka’s overall management. The Supervisory Board meets at least four times per year 37 p. 35 Alfa Group Overview Alfa Group is one of Russia’s largest and most sophisticated privately owned financial investors, with investments in four key sectors of strategic focus: Retail, Oil and Gas, Telecommunications, and Financial Services Russia’s largest private bank Group’s flagship company Group’s asset management operations One of the largest non-obligatory insurance companies in Russia 25% stake in TNKBP Russia’s third largest vertically integrated oil company (in terms of production) Large-scale proprietary and forclient investments in Emerging Markets Company focusing on the development of promising technologies The leading food retail operator in Russia Long-term focus on strategic and portfolio investments One of the largest wireless communications service companies in Russia Source: Alfa Group The third largest provider of wireless communications services in Russia One of the leading providers of wireless communications services in Ukraine Leading fixed-line and internet provider A managing company with significant investments in cellular and fixedline communications providers Leading GSM operator in Turkey 38 p. 36