Exhibit 10.3


 


(Advertising sales agency
agreement


in respect of the placement of


advertising on the CTC
Network)


 


Addendum No. 8


to Agency Agreement No. KT-1/0707/C-25-400/07
as of July 11, 2007


(hereinafter
referred to as “the Agency Agreement”)


 


	
  Moscow

  	
  August 6,
  2009

  



 


Network of Television Stations Closed Joint-Stock
Company (OGRN 1027700151852), hereinafter referred to as
“the Principal”, represented by
Director General Murugov V.A. acting on the basis of the Articles of
Association, of the one part, and TSV Company
Closed Joint-Stock Company (OGRN 5077746859757), hereinafter
referred to as “the Agent”,
represented by Director General Vasiliev S.A. acting on the basis of the
Articles of Association, of the other part, hereinafter jointly referred to as “the Parties”, made this Addendum No.8
(hereinafter referred to as “the Addendum”) to the Agency Agreement as follows:


 


1. Articles 1 - 10 of
the Agency Agreement shall be recited as amended, as has been agreed upon by
the Parties in Schedule No.1 to this Addendum.


 


2. Schedules to the
Agency Agreement, Agreement No.2 and Addendum No.1 being an integral part of
the Agency Agreement and reflecting principal cooperation conditions of the
Parties shall be approved as amended by Schedule No.2 to this Addendum.


 


3. The Parties have
agreed that the revised version of the documents specified in clauses 1 and 2
of this Addendum shall apply to the Parties’ relations with respect to advertising placing services provided by
the Principal starting from January 1, 2010.


 


4. This Addendum and
its Schedules shall be deemed an integral part of the Agency Agreement.


 


5. This Addendum shall come into effect upon
the date of its signature by the Parties.


 


6. This Addendum is executed in two original
counterparts in the Russian language, each one having equal power, one for each
Party.


 


Signatures and Seals by the
Parties:


 


	
  Principal

  	
   

  	
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


 

















 


Schedule No. 1 to Addendum No. 8 dated 06 August 2009


 


AGENCY AGREEMENT No. KT-1/0707/C-25-400/07 dated 11 July 2007


 


1. Terms and Definitions.


 


1.1. In this Agreement the words and expressions listed
below shall have the following meanings:


 


1.1.1. “Network Program Block” means a composite audiovisual work
(intellectual property) created daily by the Principal as a television schedule
for broadcasters-participants of the network of audiovisual work included in
ESMI “Pervuy Razvlekatelnuy STS” (Mass Media Registration Certificate El No. FS77-23798
dated 20 March 2006) as a schedule for television and cable broadcasting (Article 1330
of the Civil Code of the Russian Federation) for using everywhere in the
Russian Federation.


 


1.1.2. “Regional Broadcasting Time” means a period in the Network
Program Block when, at the discretion of the network participant of ESMI “Pervuy
Razvlekatelnuy STS”, the audiovisual work of the Network Program Block may be
replaced by any other.


 


1.1.3. “Advertising” means information distributed in any ways, any
forms and by any means addressed to a certain audience and intended to attract
attention to the subject of advertising, establish and maintain interest
towards it and promote it in the market.


 


1.1.4.  “Social Advertising”
means information distributed in any way, any form and by any means intended for
general audience with charitable or other goals valuable to the community and
for securing the state interests.


 


Social Advertising shall not
contain any names (models, stock numbers) of products, brand and service names
or any other individualization means, individuals and legal entities except for
state authorities, other public bodies, local authorities, municipal
authorities not included in the local government and sponsors.


 


1.1.5. “Sponsor Advertising” means advertising broadcasted on
condition of mandatory mentioning of any person as a sponsor.


 


1.1.6.  “Commercial clip”
shall mean an audiovisual clip with advertising.


 


1.1.7. “Network Advertising” means advertising materials (including
sponsor advertising and social advertising agreed with the Principal
broadcasted for a compensation) broadcasted by the Principal in Network Program
Blocks in time intervals agreed by the Agent and the Principal and broadcasted
in the entire coverage area of ESMI “Pervuy Razvlekatelnuy STS”.


 


Network Advertising may be
broadcasted as commercials and/or in other forms.


 


1.1.8. “Customers” means advertisers (including sponsors), other
third parties representing the advertisers’ (sponsors’ interests) based on
corresponding contracts as well as third parties ordering Sponsor and Social
Advertising services.


 


1.1.9.  “Advertising Services”
means broadcasting by the Principal in the Network Program Blocks (including
Sponsor Advertising and Social Advertising broadcasted for a compensation)
based on contracts made by the Agent on its behalf but at the Principal’s
expense.


 


1.1.10. “Reporting Period” means one calendar month.


 


1.1.11. “Actual Gross Revenue of the Principal from
Advertising Services in the Reporting Period” (“Actual Gross
Revenue of the Principal”) shall consist of the following:


 


revenue from selling
advertising services under transactions made by the Agent without the
value-added tax;


 


other profit (penalties,
fines and other profits including termination fees) due to the Principal and
actually received by the Agent/Principal under any transactions with the
Customers made by the Agent under this Agreement.


 


1.1.12. “Making Transactions” means performing actions for
establishing, changing or cancelling civil rights and obligations (making,
amending (approving amendments), including extension and cancellation of
contracts as well as actual activities with legal consequences).


 


1.1.13. “Political Advertising” means any information on political
parties, political figures, social and political movements and associations,
their political initiatives, ideas, undertakings, etc., including any
information on their leaders and members intended for general audience, created
with means and methods of the advertising genre including election and
referendum campaigns during preparation and holding elections to public
authorities and state administration bodies of any level or during announcement
and holding of a referendum as well as public opinion polls, informing voters
during announcement and holding of an election or a referendum campaign.


 


1

















 


2. Subject of Agreement.


 


2.1. Under
this Agreement the Agent shall for a compensation perform upon the Principal’s
instructions, on its behalf but at the Principal’s expense legal and other
actions for providing Advertising Services to Customers from 06:00 a.m.
(Moscow time) on 01 January 2010.


 


2.2. The
Principal shall pay the Agent for legal and other actions under clause 2.1
hereof  in the amount and according to
the procedure defined by this Agreement.


 


2.3. The
Principal shall broadcast Network Advertising provided by the Agent under
Customer contracts according to this Agreement within the entire coverage area
of ESMI “Pervuy Razvlekatelnuy STS”.


 


The procedure of
broadcasting Sponsor Advertising shall be agreed by the Parties in Schedule No. 3
hereto.


 


2.4. To perform its obligations to the Customers under contracts signed by
the Agent, the Principal shall provide time slots (advertising blocks and other
time slots) for broadcasting Advertising in the Network Program Blocks from
07:00 a.m. of the corresponding day to 01:00 a.m. of the following
day (Moscow time), except for the regional broadcasting time of 2 (two) hours
on weekdays and 1 (One) hour on weekends and holidays:


 


·              up to 11.25 % (Eleven
and twenty fifth hundredth percent) of the broadcasting time within one
astronomical hour except for the Regional Broadcasting time.


 


In the Network Program
Blocks from 01:00 a.m. to 07:00 a.m. the Principal shall provide the
Agent with time for Commercials at its discretion.


 


2.5. The
Agent’s compliance with clauses 4.4., 4.7., 5.2., 5.6., 9.2. hereof and clause
1 of Additional Agreement No.1 (guarantee obligation) shall be secured by Video
International Group of Companies JSC with joint responsibility of the surety. A
surety agreement shall be signed with such surety.


 


2.6. The
subject of this Agreement shall not be the relations between the Parties,
Customers and other third parties regarding Political Advertising and Social
Advertising broadcasted free of charge.


 


3. Obligations of the Parties.


 


3.1.  Obligations and Rights to Make Transactions and Agree their Terms.


 


3.1.1. The
Principal authorizes the Agent to perform legal and other actions for selling
Advertising Services without the Principal’s additional consent. The Agent
shall make transactions with Customers for such services based primarily on the
Principal’s interests, terms of this Agreement, the Principal’s instructions
regarding the terms and procedure of defining the Service costs in Customer
contracts under Schedule No. 1 hereto and any schedules and additions to
this Agreement.


 


3.1.2. The
Agent shall sign contracts between the Agent and the Customers (“Customer
Contracts”) on terms most beneficial for the Principal. The Agent may, with the
Principal’s consent, sign Customer Contracts on terms other than those in
Schedule No. 1 in case such contract could not have been signed on more
beneficial terms and by signing the contract on such terms different from those
in Schedule No. 1, the Agent prevented even less favorable consequences
for the Principal.


 


3.1.3. The
following terms shall be included by the Agent in Customer Contracts:


 


«1. The Customer shall be
fully responsible for the content and execution of any Advertising materials
submitted under this Contract, violation of copyright and associated rights for
any work and associated right objects included in such Advertising.  Any property claims including from authors
and associated right holders against the Advertising shall be settled by the
Customer on its own and at its expense.


 


If the broadcasting of any
Advertising submitted by the Customer results in claims filed against the Agent
and/or the Principal and if the Agent and/or the Principal suffer negative
consequences in the form of financial penalties, the Customer shall reimburse
the Agent and/or the Principal any losses caused as a result of such violation
and shall pay a fine in the amount of financial penalties imposed on the Agent
and/or the Principal.


 


2. The Customer shall
provide the Agent with properly certified copies of its licenses if advertising
activities are subject to licensing, certificates of compliance if any
advertised products (services) are liable to obligatory certification and
registration certificates if advertised products are liable to state
registration.  Upon the Agent’s request
the Client shall within two days submit to the Agent documented evidence of the
information contained in Advertising.


 


3. If within a calendar year
during the term of the Customer Contract the official US dollar exchange rate
changes over ± 15% (hereinafter “acceptable exchange rate range or range”) as
compared to the rate as of 01 January of the corresponding year
(hereinafter “base rate”), i.e. if on any day during the Contract term
(hereinafter “rate change day”) the US dollar exchange rate differs by over 15%
from the base rate,


 


and


 


if within 30 (Thirty)
calendar days following the rate change day the weighted average US dollar
exchange rate is beyond such range,


 


2

















 


the parties (the Agent and
the Customer) according to the Customer Contract terms shall consider such rate
change as a particular force majeure case under the contract.


 


Note: In this clause:


 


“US dollar exchange rate”
means the official US dollar exchange rate to the RF ruble established by the
Central Bank of the Russian Federation as of the corresponding date.


 


“Weighted average rate”
means the weighted average exchange rate of the US dollar to the RF ruble
calculated as follows:


 





Odp


 


where:


 


CK – weighted average
rate;


 


Kd – US dollar exchange
rate to the RF ruble established by the Central Bank of the Russian Federation
as of the corresponding day of the period;


 


d – amount of effective
days established for the corresponding date of the period of the US dollar
exchange rate above,


 


Odp – total number of days
in the corresponding period for which the weighted average rate is calculated”.


 


In case any force majeure
circumstances under this clause appear and are identified, the parties (the
Agent and the Customer) shall act as follows:


 


From the moment of
identifying force majeure circumstances either party may initiate amending the
Customer Contract by signing a corresponding amendment.


 


If the parties (the Agent
and the Customer) fail to reach agreement regarding amendments of the Customer
Contract and sign a corresponding amendment, the contract shall be cancelled
from the moment established by the parties (the Agent and the Customer), which results
in the following provisions to be applied to relations between the parties
(subject to the nature of force majeure circumstances), namely:


 


· the
Customer shall within 30 (thirty) days after cancellation of the Customer
Contract pay the Agent for any Advertising services actually provided as of the
cancellation date but not paid (at prices agreed earlier) and shall also pay
any penalties imposed on the Customer prior to the Customer Contract
cancellation;


· the
Agent shall within 30 (thirty) days after cancellation of the Customer Contract
return to the Customer any advance payments made by the Customer for
Advertising Services which have not been provided by the Contract cancellation
date.


 


4. The Agent (Principal) may
not accept Advertising on days of mourning announced in the entire Russian
Federation or any areas of the Russian Federation, on days announced by the
Principal as free from advertising, on days when scheduled maintenance is done
by the Principal and/or third parties and may also decline or refuse from
broadcasting any advertising which does not comply with the creative, artistic,
moral and ethical concepts of the Principal’s editorial policy and the current
laws of the Russian Federation.


 


5.  The liability of the Agent (and, as a result,
of the Principal) for violating the procedure of broadcasting and/or
distributing Advertising may not exceed a single broadcast of such Advertising
at the same time (in a similar television program) or the cost of any
Advertising which has not been broadcasted or has been broadcasted with
violations”.


 


The
Agent may digress from the Principal’s instructions in this clause only if as a
result the liability of the Agent (and, therefore, of the Principal) to the
Customer is lower than the liability prescribed by this Agreement.


 


The Parties agree
that the Agent may digress from the Principal’s instructions regarding the
conditions in Customer Contracts listed in sub-clause 3 of this clause, namely:


 


a) Not to include the
above provision in contracts with any Customers who comply with the following
conditions:


 


· if a contract is signed with a “direct” Customer, i.e. directly with an
advertiser and not an advertising agency representing the Customer’s interests,
which are searched with such purpose by the corresponding departments of the
Agent;


· the period of Advertising Services under such
Customer Contracts is less than 6 (six) months.


 


b)
In contracts with other customers made after 01 January of the
corresponding calendar year, the above condition shall be included with the
first paragraph revised as follows:


 


“3.
If during the term of the Customer Contract the official US dollar exchange
rate changes over ± 15% (hereinafter “acceptable exchange rate range or range”)
as compared to the rate as of the Contract date (hereinafter “base rate”), i.e.
if on any day during the Contract term (hereinafter “rate change day”) the US
dollar exchange rate differs by over 15% from the base rate”.


 


3

















 


3.1.4. The Agent shall exercise all rights and bear all obligations under
Customer Contracts made under this Agreement, even though the Principal may be
a party to such Contract and may have established direct relations with the
Customers.


 


3.1.5. Under
this Agreement the Agent may hire third parties. The Agent shall be liable to
the Principal for any actions/failure to act by such third parties. The Agent
shall pay for the services of such third parties out of the agency fee paid to
the Agent under this Agreement.


 


3.1.6. During
the term of this Agreement the Principal shall not assign to any third parties
the right to make on its behalf and at it expense any transactions which the
Agent is authorized to make under this Agreement and shall not on its own sell
its Advertising Services to Customers without the Agent’s prior written
consent, except for any cases when the Principal makes transactions for free
social Advertising, political Advertising and Advertising of mass media. The
Principal shall quarterly inform the Agent of transactions made for Advertising
services for mass media.


 


3.1.7. The
Agent shall send to the Principal reports on completing the Principal’s
assignments in the form agreed by the Parties in Schedule No. 1 hereto
according to the procedure in clause 4.13 of this Agreement.


 


3.1.8. The
Principal may audit financial documents and reports of the Agent for compliance
by the Agent with this Agreement. Upon the Principal’s request regarding such
audit the Agent shall submit certified copies of its original financial statements
and accounting reports.


 


3.2.  Principal’s Obligation to Inform of the Network Program Block Schedule.


 


3.2.1. The
Principal shall provide the Agent with information required for signing
Customer Contracts including the following:


 


· Within
three days after signing this Agreement the Principal shall provide the Agent
with a preliminary schedule of the Network Program Block (hereinafter – the “Schedule”)
for the first quarter 2008 and shall further provide the Agent with the
preliminary Schedule within the shortest possible term after its completion.


 


Thereafter the Principal
shall provide the Agent with a preliminary Schedule for the corresponding month
within two months prior to its effective date.


 


The Principal shall provide
the Agent with the approved Schedule for each calendar week within 8 (Eight)
calendar days prior to the beginning of such calendar week.


 


3.2.2. The Principal may change the Schedule and in such case it shall inform
the Agent of changes made in the preliminary schedule of the Network Program
Block for the current month within two days after their effective date. The
Principal shall inform the Agent of any changes in the Schedules for each
calendar week within 2 (Two) calendar days to their effective date.


 


An
advance notice to the Agent shall not be required in cases when such changes
are made urgently due to any events with national importance, to provide time
for a speech by the President of the Russian Federation, Chairman of the
Government of the Russian Federation, any other officials authorized by them,
changes in the time of sporting events which are broadcasted live, etc.


 


Such changes shall not be
considered a violation by the Principal of its contractual obligations, shall
not be a basis for cancellation of the Agreement or holding the Principal
liable.


 


The
Principal shall promptly on the day when changes are made and in case changes
are made on a non-business day – on the next business day, inform the Agent of
such changes in the Schedule.


 


The notice shall be sent to the
Agent by electronic mail to  NMalygina@vitpc.com. The Principal’s
obligation to notify the Agent of any urgent changes in the Television Channel
schedule shall be considered fulfilled from the notice date.


 


3.3.  Rights and Obligations of the Parties to Accept, Edit and Arrange
Advertising Broadcasts in the Network Program Block.


 


3.3.1. The
procedure of broadcasting Network Advertising shall be agreed by the Parties in
Schedule No. 2.


 


3.3.2. The
Agent shall on its own without the Principal’s approval refuse to accept any
Advertising from Customers if it does not comply with laws of the Russian
Federation or the Principal’s technical requirements.


 


3.3.2.1. In case of any
doubts regarding distributing disputable Advertising (Advertising whose
Customer disputes its incompliance with the current laws of the Russian
Federation) or regarding compliance of such Advertising with the creative,
artistic and/or moral concepts of the Principal’s editorial policy, the Agent
may submit a request to the Principal with the materials containing such
Advertising so that the latter can make a decision. In case the Agent requests
the Principal’s opinion regarding distribution of disputable Advertising, the
Agent shall attach to the materials with disputable Advertising any documents
confirming the declared status of the advertising object and validity of any
other information contained in Advertising.


 


The Parties agree that the
Agent may send to the Principal such request, Advertising materials regarding
which the Principal’s opinion is requested and in the above case  – Advertising documents, by the adapted 


 


4

















 


version of software “Automated System for Broadcasting Advertising on
Television” or by electronic mail to the Principal’s address at  trafficCTC@ctcmedia.ru.


 


In case such electronic mail
address of the Principal changes, the Principal shall inform the Agent in
advance of any expected changes within 3 (Three) business days prior to their
effective date. The Principal shall provide the Agent with new electronic mail
addresses.


 


If required, the Agent’s
request may be also sent to the Principal in writing with a courier.


 


3.3.2.2. The Agent’s request
shall specify particular elements of the advertising materials which bring
doubt and in case of disputable Advertising – particular legal requirements of
the Russian Federation which the Agent believes will be violated if the Network
Program Block broadcasts the Advertising sent to the Principal as well as any
negative consequences for the Principal.


 


3.3.2.3. The Principal shall
promptly consider such request and give a motivated response within five
business days after its receipt from the Agent with corresponding materials.


 


The date of receipt by the
Principal of the Agent’s request shall be the date when the Agent sends such
request with corresponding materials by the adapted version of software “Automated
System for Broadcasting Advertising on Television” or by electronic mail.


 


If the Principal considers a
request regarding disputable Advertising and if the Principal does not have
required documents, the Principal may request from the Agent any documents
required for making a decision by the Principal and the Agent shall provide
electronic copies of such documents by methods listed in clause 3.3.2.1.
hereof. In such case the period for the Principal’s response to the Agent’s
request shall start from the date when the corresponding documents are received
from the Agent.


 


3.3.2.4. The Principal shall
send a response to the Agent’s request by the adapted version of software “Automated
System for Broadcasting Advertising on Television” or by electronic mail to the
following electronic address of the Agent: NMalygina@vitpc.com.


 


In case such electronic mail
address of the Agent changes, the Agent shall inform the Principal in advance
of any expected changes within 3 (Three) business days prior to their effective
date. The Agent shall provide the Principal with a new electronic mail address.


 


If required, the Principal’s
response may be also sent to the Agent in writing with a courier.


 


The date of receipt by the
Agent of the Principal’s response shall be the date when the Principal sends
such response by the adapted version of software “Automated System for
Broadcasting Advertising on Television” or by electronic mail.


 


3.3.3. Accepting
advertising materials from the Agent, the Principal may decline any Advertising
accepted and provided by the Agent if the Principal believes that such
Advertising does not comply with laws of the Russian Federation, technical
requirements of the Principal or the creative, artistic or moral concepts of
the Principals’ editorial policy as well as in cases listed in clause
3.3.5  hereof.


 


The Principal shall send a
written refusal to the Agent with a motivated reason within 3 (Three) business
days after receiving the corresponding Advertising materials.


 


If the Principal failed to
send a refusal to the Agent in due time and any Advertising received by the
Agent was not broadcasted in the Network Program Block, which resulted in
receiving by the Agent of a claim from the corresponding Customer, the
Principal shall settle such claim on its own or reimburse the Agent against any
expenses incurred by such claim.


 


3.3.4. The
Principal shall assemble Commercials into Advertising Blocks and shall arrange
for broadcasting such Advertising in strict compliance with the procedure of
accepting and broadcasting Advertising in the Network Program Blocks according
to the schedule of broadcasting Advertising submitted by the Agent.


 


3.3.5. The Principal shall not broadcast Advertising on
days of mourning everywhere in the Russian Federation or in certain areas, on
days announced by the Principal as free from advertising and on days when
scheduled maintenance is carried out by the Principal and/or third parties. In
such case the Principal shall broadcast any undistributed Advertising according
to the terms agreed by the Agent with the Customer on similar conditions and in
similar time within next few days or at a different agreed time.


 


The Principal shall not be liable under Clause 5.4 hereof if Advertising
was not broadcasted on days listed in this clause.


 


If the Customer refuses from
having its Advertising broadcasted at a different time, the Principal shall
return the amount for the corresponding part of the Advertising services, on
condition that the payment for such services was received and transferred by
the Agent to the Principal according to the procedure defined by this
Agreement.


 


5

















 


3.3.6. The
Principal shall arrange for Advertising to be broadcasted in the Network
Program Block according to the procedure of accepting and broadcasting
Advertising in the Network Program Block in Schedule No. 2 to this
Agreement.


 


3.4. Rights and Obligations of the Parties to Control Advertising Broadcasts
in the Network Program Block.


 


3.4.1. The
Parties shall take any measures required to control the complete and proper
broadcasting of Advertising in the Network Program Block.


 


The Principal shall within 5
(Five) business days after receiving the Agent’s electronic request sent to trafficCTC@ctcmedia.ru,
issue broadcast certificates confirming Advertising broadcasting.


 


3.4.2. In
case of any unforeseen or other circumstances preventing performance under this
Agreement, the Agent shall promptly inform the Principal thereof.


 


3.4.3. If any
Advertising Services were provided by the Principal improperly in breach of the
Customer Contract (i.e. the Principal did not broadcast Advertising in the
Network Program Block, changed the time and/or sequence of Commercials in the
Network Program Block, broadcasted Advertising with improper quality and
technical parameters – without sound, with interferences, at improper time,
content or version of Advertising, etc.) or if the services were not provided
(including refusal by the Principal to provide the services), the Principal
shall for fulfilling its obligations upon the Customer’s request and according
to the schedule approved by the Customer broadcast undistributed and/or
improperly distributed Advertising in the same amount without any additional
fees or, upon the Customer’s request, reduce the fee for its services
correspondingly or return the corresponding amount in case advance payments
were received from such Customer on terms and conditions prescribed by this
Agreement.


 


In addition to fulfillment
of its obligations under transactions the Principal shall be liable for failure
to fulfill/improper fulfillment of its obligations for Advertising services (if
it is prescribed by the Customer Contract) under clause 5.4 hereof.


 


3.5. Cooperation of the
Parties upon receiving claims, requests, etc. regarding Advertising broadcasts
under contracts signed by the Agent.


 


3.5.1. If the
Principal receives any claims from third parties regarding broadcasting
Advertising under Customer Contracts made by the Agent, the Principal shall
promptly and in any case by the business day following the day when such claim
is received by the Principal, send it to the Agent which shall, subject to
sub-clause 1, clause  3.1.3 hereof,
promptly forward it to the corresponding Customer and take any measures
required for settling such claim by the Customer within the period specified in
the claim.


 


3.5.2. If the
Principal receives a letter, request, etc. from state authorities of the
Russian Federation (including antimonopoly authorities) or third parties
regarding Advertising broadcasted in the Network Program Block, the Agent shall
within the period specified in the Principal’s request, provide the Principal
with any requested documents, materials and information as well as (if
necessary) explanations regarding distribution of such Advertising.  The Principal shall send such request to the
Agent promptly but in any case by the business day following the day when the
request was received. If the period specified in the request is not sufficient
to prepare a report, the Principal shall take any reasonable measures to extend
the period for responding to such request and to prevent administrative
responsibility.


 


3.5.3. If
necessary, the Principal may involve the Agent in administrative proceedings
for a case initiated due to Advertising broadcasting and/or in a trial
regarding performance by the Principal of its obligations to provide
Advertising Services under this Agreement. The Agent shall participate in such
proceedings and take any required measures to protect the Principal’s interests
on condition that the Principal informs the Agent in advance of the place, date
and time of such administrative proceedings and/or trial.


 


4. Financial Conditions.


 


Agency Fee:


 


4.1. The
Agency Fee (“Agency Fee”) to which the Agent is entitled for performing legal
and other actions (clause 2.1 hereof) shall comprise 13% (Thirteen percent) of
the Actual Gross Revenue of the Principal in each Reporting Period.


 


The Agent right for the
Agency Fee shall arise from the moment when the Principal provides Advertising
Services in the reporting month.


 


4.2. The
Agency Fee calculated according to the above conditions (clause 4.1 hereof)
shall be liable to the value-added tax according to the current laws of the
Russian Federation.


 


The Agency Fee shall be
defined on the basis of the Actual Gross Revenue of the Principal calculated by
the Parties in rubles (if the price of Advertising Services is defined in US
dollars – according to the CB RF rate as 


 


6

















 


of the last day of the reporting month) in the Report for the
corresponding Reporting Period under Clause 4.13 hereof.


 


The Agency Fee shall be paid
according to the procedure in clauses 4.4 – 4.11 hereof. – 4.11. hereof.


 


Settlement Procedure:


 


4.3. The
cost of Advertising Services in the Customer Contracts made by the Agent shall
be defined as follows:


 


· in
contracts with Customers residents of the Russian Federation and non-resident
Customers paying in Russian rubles – in Russian rubles or in the US dollar
equivalent with payment in rubles according to the CB RF rate effective as of
the payment date, i.e. the date when funds are written off the Customer’s
settlement account;


· in
contracts with non-resident Customers paying in US dollars – in Russian rubles
or in US dollars. Any payments for Advertising services under transactions made
by the Agent in US dollars with non-resident Customers under this Agreement may
be made by Customers only in US dollars;


· in contracts with non-resident Customers paying in a foreign freely
convertible currency other than the US dollar – in Russian rubles, US dollars
or such foreign freely convertible currency with a mandatory written approval
by the Principal;


· in
contracts for Sponsor Advertising services with Customers residents of the
Russian Federation and non-resident Customers paying in Russian rubles – in the
US dollar equivalent with payment in rubles according to the CB RF rate
effective as of the payment date, i.e. the date when funds are written off the
Customer’s settlement account, or in Russian rubles (with a mandatory written
approval by the Principal);


· in
contracts for Sponsor Advertising services with non-resident Customers paying
in US dollars – in US dollars.


 


The Advertising services
under Customer Contracts shall be liable to the value-added tax according to
the current laws of the Russian Federation.


 


4.4. Any
payment in Russian rubles under Customer Contracts entered by the Agent shall
be made to the Agent’s settlement account.


 


Within three business days
the Agent shall transfer to the Principal any funds received under such
Customer Contracts subject to clauses 4.6 and 4.9 hereof. Such three day term
shall start from the moment when cash assets are received at the Agent’s
settlement account.


 


4.5. The
Agent may (with a notice to the Principal) based on payment instructions for
the corresponding Customer authorize the latter to make the payment under the
Customer Contract directly to the Principal’s settlement account.


 


4.6. The
Agent may transfer funds in Russian rubles to Customers which shall be returned
to such Customers under Customer Contract including out of any funds received
from other Customers for the Principal to the Agent’s account but not yet
transferred to the Principal.


 


4.7. Any
payments under contracts with non-resident Customers in US dollars shall be
made to the Agent’s currency transit account.


 


Within three business days
the Agent shall transfer in full any cash assets received under Customer
Contracts to the Principal’s currency transit account. Such three day term
shall start from the moment when cash assets are received at the Agent’s currency
transit account.


 


4.8. If any
received cash assets in a foreign currency shall be received to the Customer
under the Customer Contract, then:


 


· if
such cash assets are transferred by the Agent to the Principal, the Principal
shall within ten days transfer the amount to be returned to a non-resident
Customer in US dollars to the Agent’s transit currency account and the Agent
shall return such cash assets to the corresponding Customer. Such ten day
period shall start from receipt by the Principal of the Agent’s request to
return the cash assets evidenced by the corresponding documents with the
non-resident Customer; and


· if cash assets have not been transferred to the Principal and are in
the Agent’s transit currency account, the latter shall return to the Customer
the corresponding amount in US dollars.


 


4.9. The
Agent in compliance with the Agreement with the Principal may detain the
following amounts from the funds in rubles received at the Agent’s settlement
account for the Principal under Customer Contracts:


 


· 13% (Thirteen percent) of the difference between the amounts received
in the Russian rubles at the Agent’s settlement account for the Principal
and/or at the Principal’s settlement account and the amounts returned by the
Agent and/or the Principal to the Customers’ accounts according to Customer
Contracts, and


· 13%
(Thirteen percent) of the difference between the ruble equivalent of the
amounts in US dollars received at the Agent’s transit currency account for the
Principal and/or at the Principal’s foreign currency account under contracts
with non-resident customers and the ruble equivalent of the amounts in US
dollars returned by the Principal and/or the Agent in US dollars to
non-resident customers according to Customer 


 


7

















 


Contracts. The ruble equivalent of amounts in US dollars shall be
defined on the basis of the exchange rate of the Central Bank of the Russian
Federation as of the date when the funds were received at the Agent’s transit currency
account and/or the Principal’s currency account from a non-resident Customer.


 


The purpose of such
deduction shall be the payment of the Agency Fee.


 


4.10.
Settlements between the Parties shall be made daily if any payments are
received from the Customers. The Agent may daily detain cash assets for its
Agency Fee.  Any settlements between the
Parties shall be made subject to the value-added tax. The payment date for
settlements between the Parties under this Agreement shall be the date when
cash assets are written off the payer’s account as confirmed by an account
statement.


 


4.11. If the amount retained by the Agent at the settlement account exceeds
the Agency Fee due to the Agent for the corresponding Reporting period, the
excessive amount shall be considered an advance payment towards the next Agency
Fee in settlements for the following Reporting periods.


 


Procedure of Filing
Reports:


 


4.12. Upon
transferring cash assets the Agent shall send to the Principal a cover letter
with detailed explanation of the payment amount.


 


4.13. Upon
expiration of Reporting Period the Agent shall within 10 (ten) calendar days
send to the Principal the Agent’s Report (clause 3.1.7 hereof).


 


If necessary, the Agent
shall together with the Agent’s Report submit to the Principal additional
information on fulfilling the Principal’s requests in the form agreed by the
Parties in due course.


 


If the Principal has any
objections regarding the submitted report, the Principal shall within 10 (ten)
calendar days after its receipt send to the Agent its written objections. If no
objections are received within the specified period, the report shall be
considered accepted and the task completed.


 


Upon expiration of the
Reporting Period by the tenth day of the month following the Reporting Period
the Parties shall make a bilateral report (“Report”) in the form given in
Schedule No.5 to this Agreement specifying, among others, the following:


 


·              actual gross revenue
of the Principal in the reporting period;


·              total amount received
by the Agent in the reporting period under Customer Contracts including as
payment for Advertising Services in the reporting, previous and future periods;


·              amount which the
Agent shall return to Customers according to Customer Contracts including VAT;


·              total amount received
at the Principal’s accounts in the Reporting Period under Customer Contracts
including as payment for Advertising Services in the current, previous and
future Reporting Periods;


·              amounts which the
Principal returned to Customers including VAT;


·              Agency Fee due to the
Agent for the Reporting Period;


·              amounts paid to the
Agent as the Agency Fee including as payment for the Reporting Period and as
advance payment for any future Reporting Periods or for previous Reporting
Periods including VAT;


·              any other information
which the Parties consider appropriate to be included in the Report.


 


The received Report
shall be approved by the Principal within ten business days or motivated
objections on the Report shall be sent within the specified term. In case the
Principal has any motivated objections, the Parties shall make a report
specifying the measures to be taken for satisfaction of such motivated
objections.


 


In case the Principal fails
to send any response to the Report within the specified term, the Report shall
be considered approved.


 


4.14. The
Agent shall attach an invoice for the Agency Fee to the Report.


 


4.15. The
Agent shall not make any illegal payments from any amounts received under this
Agreement (from the Agency commission) and shall not transfer free of charge
any cash assets or any other assets with material value directly or indirectly:


 


·              to any official of any government
agencies to influence such official or make him influence any act or resolution
of any government agency, any of its establishments or departments; or


·              to any political party, its
official or candidate to a political position to influence any official
decision of such party, official or candidate or to make such party, official
or candidate influence any action or resolution of the government, its division
or department, except for any cases allowed by any legal requirements; or


·              to any official of any entity with
which the Agent cooperates in its economic activities to influence any actions
or decisions of such legal entity to assist the Agent in obtaining or
preserving its business or transfer of business to the Agent.


 


8

















 


5. Liability of the Parties and Exemption from
Liability.


 


5.1. In
case of failure to fulfill or improper fulfillment of its obligations under
this Agreement the Party in default shall reimburse the other Party against any
losses caused by such failure or improper fulfillment.


 


5.2. In
case of delay in any payments under this Agreement the Party in default shall
pay a penalty of 0.05 (zero and five hundredth percent) of the overdue amount
for each day of delay.


 


5.3. If the
Principal violates clause 3.1.6 of this Agreement the Principal shall pay the
Agent a penalty of 13% (Thirteen percent) of the Principal’s profit under the
transaction.


 


5.4. In
case of failure to fulfill or improper fulfillment by the Principal of its
obligations for broadcasting Advertising (clause 3.4.3 hereof), the Principal
shall undisputedly satisfy any claims filed by the Customers against the Agent
under Customer Contracts.  In case such
failure results in expenses for the Agent due to the Customers’ claims, the
Principal shall reimburse any documented reasonable expenses incurred by the
Agent.


 


5.5. The
Principal shall not be liable for any failure to broadcast Advertising in the
Network Program Blocks caused through the Agent’s fault and the Agent shall on
its own settle any Customer’s claims in such cases.


 


5.6. In
case the Agent makes Customer Contracts without the terms prescribed by
sub-clause 3, clause 3.1.3 hereof (except for cases expressly specified in
clause 3.1.2 hereof and agreed with the Principal) and the circumstances
described in such sub-clause arise, the Agent shall pay the Principal the
proven lost profit in the amount of the revenue not received by the Principal
due to non-fulfillment by the Customer (Customers) of the regulations
prescribed by sub-clause 3, clause 3.1.3 hereof.


 


The amount of the proven
lost profits in the US dollar equivalent shall be agreed by the Parties in a
report made within 30 days after the circumstances specified in sub-clause 3,
clause 3.1.3 hereof arise.


 


The Agent shall pay the
amount of the lost profit to the Principal within 30 days after signing the
report.


 


5.7. If
through the Agent’s fault due to its untimely actions under clause 3.5.2 hereof
or failure to perform actions under clause 3.5.3 hereof, the following
sanctions are imposed on the Principal:


 


· the
Federal Arbitration Court or any other competent public authorities imposed a
penalty;


· a
valid judgment was passed stating the Principal’s financial liability,


 


The Agent shall reimburse to
the Principal the amount of such financial liability. The payment shall be made
based on the Principal’s written request with properly certified copies of the
above documents.


 


5.8. Any
payments for penalties or losses under this Agreement shall be made in rubles
upon request of the party-creditor for such penalties which shall be sent by a
registered letter with confirmation delivery. Payment shall be made within 30
(thirty) days after the billing date.


 


5.9. The
Parties shall be exempted from liability for failure to fulfill or improper
fulfillment of their obligations under this Agreement if it resulted from force
majeure circumstances, i.e. extraordinary and inevitable events such as  natural disasters, fires, military
activities, revolutions, strikes, changes in legislation, mandatory statutory
acts, unscheduled speeches by public officials (President of the Russian
Federation, Chairman of the Government of the Russian Federation, Chairman of
the Federation Council and Chairman of the State Duma of the Federal Assembly),
disruption of television broadcasting due to interruptions in power supply,
failures of the ground transmission equipment or satellite (unless the latter
events are caused by actions/inaction of third parties - contracts of the
Principal) and any other circumstances beyond the Party’s control.


 


5.10. The
Party unable to perform its obligations under this Agreement shall promptly
inform the other Party of appearance and termination of the above circumstances
within five business days. In such case representatives of the Parties shall
within the shortest possible term negotiate and approve measures to be taken by
the Parties.


 


The appearance of such
circumstances and their duration shall be confirmed by documents issued by
competent authorities or organizations.


 


5.11.
Failure by a Party to notify or untimely notice of such circumstances shall
deprive the Party of the right to refer to such circumstances for exemption
from liability for untimely performance of its contractual obligations.


 


5.12. If any
advertising materials were not broadcasted due to the above circumstances, the
Principal shall with the Agent’s consent broadcast such Advertising at a
similar time and in similar shows and in case such broadcasting is impossible
the Principal shall return to the Agent any advanced amounts for the
Advertising which was not broadcasted.


 


6. Special Terms.


 


6.1.  If any changes in legislation result in
changes in the amount and/or other conditions of Advertising broadcasting by
the Principal, the Parties shall revise clause 2.4  hereof and respective plans for selling


 


9














 


Advertising Services. The Parties agree that any changes in legislation
according to this clause shall not be a reason for unilateral cancellation of
this Agreement without payment by the initiating Party of the termination fee
prescribed by clause 9.2 hereof.


 


7. Request Form.


 


7.1. Unless
otherwise prescribed by this Agreement, the Parties may send statements,
notices and requests to each other to the agreed addresses by a courier service
with a copy sent by facsimile or electronic mail. Any statements, notices and
requests shall be considered delivered:


 


· if
sent with a courier – on the delivery date;


· if
sent by facsimile – on the delivery date if sent during regular business hours;


· if
sent by electronic mail – on the delivery date if sent during regular business
hours.


 


7.2. Unless
otherwise prescribed by this Agreement, any requests sent by the Agent to the
Principal or by the Principal to the Agent shall be considered by the receiving
Party within three business days after their receipt and a written response (by
fax, electronic mail or with a courier) shall be sent within the same term.


 


8. Dispute Settlement.


 


8.1. Any
differences and disputes arising out of this Agreement or in connection
therewith shall be settled by the Parties by negotiations.


 


8.2. If the
Parties fail to settle any dispute by negotiations, it shall be submitted to
the Moscow Court of Arbitration.


 


9. Term of the Contract.


 


9.1. This
Agreement shall take effect when signed and remain in force until 06:00 a.m.
local time on 01 January 2013.


 


9.2. This
Agreement may be cancelled prior to its expiration by either Party with a one
hundred and eighty day notice prior to the expected cancellation date. Such
notice shall be sent by a registered letter with delivery confirmation.


 


The Party cancelling this
Agreement in advance shall pay the other Party a termination fee of 13% of the
Principal’s Actual Gross Revenue for six full calendar months prior to the
month of pre-term cancellation.


 


The Parties agree that if
the Agreement is cancelled after 31 December 2008 and the cancellation
date is 01 January of the corresponding year, and on condition the Party
received a notice from the cancelling Party within one hundred and eighty days
to the expected cancellation date, the termination fee shall not be applied.


 


The termination fee shall be
paid within 30 (Thirty) days after cancellation of this Agreement.


 


9.3. Any
reorganization, changes in the ownership form, founders and/or executive bodies
(sole and/or collective) of the Parties shall not give a reason for
cancellation and/or amending the conditions of this Agreement.


 


9.4. Upon
expiration this Agreement may be extended upon consent of the Parties.


 


9.5. If at
the moment when this Agreement is cancelled, Advertising under any contract made
by the Agent according to this Agreement has not been broadcasted and/or has
not been completed, the obligations of the Parties shall be terminated from the
date when the broadcasting of such Advertising is completed and after
completing any settlements and payments of penalties under this Agreement.


 


10. Final provisions.


 


10.1. This
Agreement shall be executed and signed in duplicate with the same legal effect
with one copy for each Party.


 


10.2. Any
amendments and modifications to this Agreement shall be effective only if made
in writing and signed by the authorized representatives of the Parties.


 


10.3. All
amendments and schedules to this Agreement shall form its integral part.


 


10.4. The
Parties have agreed not to disclose to third parties or make available in any
other ways any terms and conditions of this Agreement or any other confidential
information which either Party may provide to the other under this Agreement
(except for providing such information to its agents, consultants and
attorneys) without a prior written consent of the other Party, except for any
cases and to the extent directly prescribed by current laws, regulatory acts
and rules approved by competent state authorities (including but not
limited to competent authorities in the stock market beyond the Parties’
jurisdiction) or cases when information is provided to auditors, shareholders
or lawyers of the Parties in regular proceedings.


 


10.5. Any
titles in this Agreement are used for reference only and shall not limit or
extend the terms of this Contract.


 


10

















 


10.6. The
Parties shall promptly inform each other in writing of any changes in their
legal forms, addresses, banking and other details.


 


Addresses, Banking Details and Signatures of the
Parties.


 


	
  The Principal:

  	
   

  	
  The Agent:

  
	
   

  	
   

  	
   

  
	
  Network of Television
  Stations CJSC

  Address: 12,
  3rd Khoroshevskaya Street,
  Moscow

  Actual
  address:  Moscow,

  12, 3rd Khoroshevskaya Street

  TIN
  7707115217, OGRN 1027700151852

  KPP
  997750001

  s/a
  40702810100000006624

  with
  Alfa-Bank JSC,

  c/a #
  30101810200000000593

  BIC
  044525593

  Tel. 797-
  4100 fax 797 – 4101

   

  Hard
  currency account details:

  Beneficiary:
  Closed Joint Stock Company «Set 

  Televisionnyx
  Stanciy»

  Beneficiary
  account:  40702.840301600000271

  Beneficiary bank: ALFA-BANK,  27 Kalanchevskaya St, 

  Moscow, Russia, 107 078

  SWIFT 
  ALFARUMM

  CORRESPONDENT BANK: JPMorgan CHASE BANK, 

  New York

  4, New York Plaza, New York, N.Y. 10004, USA

  account   400927098

  SWIFT
  code  CHAS US 33

  	
   

  	
  “Kompaniya TSV” JSC

  Address: 121359,

  Moscow, 25, Akademika Pavlova Street

  Actual address: 121359,

  Moscow,
  25, Akademika Pavlova Street

  OGRN 5077746859757

  INN (Taxpayer’s identification number) 7731568585, KPP
  773101001

  S/a 40702810338260110108

  with Kiev Department No.5278

  of the Savings Bank of Russia JSC, Moscow

  c/a 30101810400000000225,

  BIC
  044525225.

   

  Hard
  currency account details:

  Beneficiary Account: 40702840038261010108

  Beneficiary Bank:  Savings
  Bank of the Russian Federation (Kievskoe Branch 5278 Moscow, Russia);

  SWIFT:  SABR RU MM

   

  



 


	
  For the Principal

  	
   

  	
  For the Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.A. Murugov Seal here

  	
   

  	
  S.A. Vasiliev Seal here

  



 


11

















 


Additional Agreement No. 1 dated 11 July 2007


to Agency Agreement KT-1/0707/C-25-400/07 dated 11 July 2007


 




	
  City of Moscow

  	
   

  	
  06 August 2009

  






 


“Network of Television Stations” Closed Joint-Stock
Company (OGRN 1027700151852), hereinafter referred to as
the “Principal”, represented by its General Director V.A.Mugurov, acting on the
basis of the Charter, on the one part, and


 


and “Kompaniya
TSV” Closed Joint-Stock Company (OGRN 5077746859757), hereinafter
referred to as the “Agent”, represented by its General Director S.A. Vasiliev,
acting on the basis of the Charter, on the other part,


 


collectively referred to as
the “Parties”, have signed this Additional
Agreement No. 1 (hereinafter – “Additional Agreement”) to Agency Agreement
No. KT-1/0707/C-25-400/07 dated 11
July 2007 (hereinafter – “Agency Agreement”) as follows:


 


Any capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to such terms
in the Agency Agreement.


 


1. The
Agent guarantees the payment to the Principal at its expense of the amounts
overdue for the advertising services under Customer Contracts made directly by
the Agent during the term of the Agency Agreement subject to existence of each
of the following conditions:


 


1.2. The Customer has not
paid in full or in part for the Advertising Services. In such case the Agent
guarantees solely the payment of the principal amount of debt (i.e. the amounts
due for the Advertising Services and not the penalties, termination fees,
etc.);


 


1.3. The amounts have
remained outstanding for 180 (One Hundred and Eighty) calendar days or longer,
counting from the first day, following the date when the service acceptance
report was signed under the respective contract;


 


1.4. The total amount of
indebtedness of all Customers outstanding for over 180 (One hundred and eighty)
calendar days exceeds the doubtful debt threshold set forth in section 2 of
this Additional Agreement.


 


1.5. The Customer has not
objected to the claims for payment of the outstanding amounts on the basis of
improper performance or non-performance of the Advertising Service Contract by
the Principal and/or existence of counterclaims against the Principal.


 


1.6. The systemic risk as
defined in section 5 hereof has not materialized.


 


2. The
doubtful debt threshold shall be defined by the Parties as the amount equal to
0.05% of the Principal’s Gross Target Sales Revenues (including VAT) for the
respective calendar year of the term of the Agency Agreement.  The Principal’s Gross Target Sales Revenues
are further defined by the Parties as the Principal’s projected gross
advertising revenues based on the Principal’s forecasts for the respective
calendar year.


 


The Parties shall determine
annually by March 31 of each calendar year the doubtful debt threshold
expressed as an exact amount, by executing a protocol to this Additional
Agreement.  Such doubtful debt threshold
shall be updated by 20 January  of each following calendar year and shall
be equal to 0.05% of the Principal’s Actual Gross Sales Revenues for the prior
calendar year.


 


3. The
terms and conditions for performance by the Agent of its obligations set forth
in section 1 of this Additional Agreement:


 


3.1. The amount of the Agent’s
guarantee (hereunder “guarantee obligation amount”) shall be determined using
the formula below:


 





 


where:


 


P i is the
guarantee obligation amount as determined for i-quarter of the respective calendar
year.


 

















 


bD i is the amount overdue from the Customers as at
the end of i-quarter of the respective calendar year, based on section 1 of
this Additional Agreement, net of any debt settled by the Customers and/or paid
by the Agent.


 


L is the  doubtful debt threshold set for the
respective calendar year according to section 2 of this Additional Agreement.


 


i is a sequential number for
the quarter of the respective calendar year (1 to 4).


 


The calculation shall be
made for one calendar year and there shall be no carry over to the following
year.


 


3.2. The Agent’s guarantee
obligation amount to be paid to the Principal shall be determined by the
Parties within 10 (Ten) business days after the end of the respective quarter
and set forth in the respective Report. 
The Agent shall perform its obligation to pay the guarantee obligation
amount within 10 (Ten) banking days from receipt of the respective claims from
the Principal issued pursuant to the respective Statement.


 


4. As
soon as the Agent has paid its guarantee obligation amount to the Principal
with respect to the amounts overdue from the Customer the Agent’s obligation to
transfer the funds under the Agency Agreement in respect of the agreement with
the non-paying Customer shall terminate to the extent the Customer’s debt has
been paid by the Agent, and the Agent shall become the creditor of such
non-paying Customer in its own right rather than to the benefit of the
Principal with respect to the amount of the Customer’s indebtedness paid by the
Agent to the Principal as shown by the respective calculation.   If the Customer, which overdue payment
obligation has been settled to the Principal by the Agent (paid at its own
expense) pursuant to the procedure described above, pays to the Agent or the
Principal the debt earlier paid by the Agent, the Principal agrees that the due
amount so paid by the Customer shall be retained by the Agent in full.


 


5. The
Parties define the systemic risk as the occurrence of events that result in the
significantly decreased ability of the Customers generally to pay their
accounts payable and/or the inability of the Principal to perform its
obligations, such as:


 


·
sovereign default -  the refusal of the
Russian Federation government to repay government debt and debt issued under
government guarantees or agreement on significant deferral due to inability of
the Russian government to meet its repayment obligations in respect of the
above debt;


·
sovereign credit rating of the Russian Federation downgraded to D by Standard &
Poor’s (S&P);


·
foreign exchange trading in the US dollar or the Euro ceases for longer than 90
consecutive calendar days.


 


6. The
Parties agree that the obligations assumed by the Agent (as set forth in
sections 1 to 5 hereof) shall constitute material conditions of the Agency
Agreement and this Additional Agreement and, notwithstanding any provision of
this Additional Agreement or the Agency Agreement to the contrary, that their
unilateral modification by the Agent (including through court proceedings)
shall entitle the Principal to terminate the Agency Agreement without payment
of any termination fees (provided by section 9.2. of the Agency Agreement).


 


7. The
Parties agree that the Agency Fee payable to the Agent by the Principal in
accordance with the terms and conditions of the Agency Agreement in the amount
equal to 13% of the Principal’s Actual Gross Revenues shall include the
compensation for the actions/activities set forth in  section 1 of this Additional Agreement.


 


8. This
Additional Agreement is made in duplicate with the same legal effect with one
copy for each Party.


 


9. This
Additional Agreement shall take effect from the date of its signing by the
Parties and shall form an integral part of the Agency Agreement.


 

















 


Signatures and Seals of the Parties:


 


	
  The
  Agent:

  	
   

  	
  The
  Principal:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (S.A.
  Vasiliev) Seal here

  	
   

  	
  (V.A.
  Murugov) Seal here

  



 

















 


Schedule No. 2 to Addendum
No. 8 dated 06 August 2009


 


Agreement No. 2 dated 11 July 2007


to Agency Agreement KT-1/0707/C-25-400/07
dated 11 July 2007


 




	
  City of Moscow

  	
   

  	
  06 August 2009

  






 


“Network
of Television Stations” Closed Joint-Stock Company (OGRN 1027700151852), hereinafter referred to as the “Principal”,
represented by its General Director V.A.Mugurov, acting on the basis of the
Charter, on the one part,


 


and “Kompaniya TSV” Closed Joint-Stock Company (OGRN 5077746859757),
hereinafter referred to as the “Agent”,
represented by its General Director S.A. Vasiliev, acting on the basis of the
Charter, on the other part,


 


hereinafter
collectively referred to as the “Parties”, have
signed this Agreement No. 2 (hereinafter – “Agreement”) to Agency
Agreement No. KT-1/0707/C-25-400/07
dated 11 July 2007 (hereinafter  –
“Agency  Agreement”) as  follows:


 


Any
capitalized terms used and not otherwise defined herein shall have the meaning
ascribed to such terms in the Agency Agreement.


 


1.
Under the Agency Agreement according to which the Agent shall for a
consideration perform by the Principal’s request legal and other actions on its
behalf but at the Principal’s expense providing advertising services to the
clients for the Principal from 01 January 2008, the Agent shall perform
(but not limited to) the following actions/activities:


 


1.1.          provide the Principal with access
(through the Internet worldwide network, by modem access or through a
designated communication channel) to the adapted version of computer software “Automated
System for Broadcasting Advertising  on
Television” with information on broadcasting Network Advertising (hereinafter –
“ASBAT for Network Advertising”) and maintain its proper functioning.


 


The
Principal may use the ASBAT for Network Advertising for media planning (making
schedules for Network Advertising broadcasting) to define commercial offers for
its own customers (under transactions made directly by the Principal).


 


1.2.          With
the purpose of defining by the Principal of the current pricing policy (for
purchased and/or produced television shows, etc., for advertising services) and
the current schedule of the Network program block, the Agent shall define
comprehensive sociological, technical and economic factors:


 


1.2.1.
conduct an annual social research “Television as Seen by Viewers”.


 


The
results of such survey shall be executed as a written report and submitted to
the Principal in the first quarter of the year following the reporting year.


 


1.2.2.
conduct an annual social research “Television in the Reporting Year”.


 


The
results of such survey shall be executed as a written report and submitted to
the Principal in the first quarter of the year following the reporting year.


 


1.2.3.
conduct a seasonal social research “Television in the Reporting Season”.


 


The
results of such research shall be executed as a written report and submitted to
the Principal in the third quarter of the current year.


 


1.2.4.
conduct a marketing survey “Advertising Market in Russia”.


 


The
results of such survey shall be executed as a written report and submitted to
the Principal in the first quarter of the year following the reporting year.


 


1.2.5.
conduct an annual marketing survey “Advertising Potential of the Television
Advertising Market in Russia” for the previous year.


 


The
results of such survey shall be executed as a written report and submitted to
the Principal in the second quarter of the year following the reporting year.


 


1.2.6.
conduct a survey “Television in Numbers (Television Viewing and Advertising
Statistics)”.


 


The
results of such survey shall be executed as a written report and submitted to
the Principal by the twenty first day of the month following the reporting
month.


 


1.2.7.
conduct a monthly survey “Programming and Television Viewing Analysis” (broken
down to weeks).


 


1

















 


The
results of such survey shall be executed as a written report and submitted to
the Principal by the twenty first day of the month following the reporting
month.


 


1.2.8. The Agent shall conduct a daily survey of the all-Russian audience of
the Network Program Block.


 


·                  Identifying  target  groups  for:


·                  advertising
events (advertising blocks, advertising stops);


·                  television  events (shows);


·                  time intervals


·                  Television
preferences of the Network Program Block audience.


 


The
results of such survey shall be executed as a written weekly report (by
Wednesday of the week after the reporting week).


 


1.2.9. For defining comprehensive social, technical and economic criteria the
Agent shall (if it is a production necessity) with the Principal’s consent
perform other activities for social surveys and data analysis and shall make
reports based on its research depending on the current changes in the
television and advertising market, including by making digests and analyzing
mass media materials regarding challenges facing the mass media, entertainment,
advertising markets and social science.


 


1.3.
For defining a commercial offer for the Customers when the latter order
advertising services as well as for planning and optimizing promotion
campaigns, calculate expected ratings and adjust them based on the analysis of
actual ratings for advertising blocks.


 


The
advertising block rating in this Agreement shall mean a percentage of the
average amount of television viewers from the target group who watched the
advertising block to the general amount of people in the target group. The
ratings shall be based on the information of the Independent Monitoring
Company.


 


1.4.
For defining a commercial offer for the Customers when the latter order
advertising services, execute (fill in) the ASBAT for Network Advertising:


 


1.4.1.
transfer (enter and update) information from a paper and/or electronic schedule
of the Network Program Block to the ASBAT for Network Advertising and adjust it
according to any information on changes received from the Principal;


 


1.4.2. transfer (enter and update) the forecasted and
actual ratings of Network Advertising blocks (defined in clause 1.3 hereof).


 


1.4.3. after broadcasting shows and advertising blocks
bring the planned schedule of the Network Program Block in compliance with the
actual distribution of the Network Information Block: correct the time of
broadcasting television shows, advertising blocks, etc;


 


1.4.4.
plan and optimize advertising campaigns broadcasted by the Network Program
Block in the current mode in the ASBAT for Network Advertising:


 


·                  effect
media planning (make schedules for Network Advertising broadcasts);


·                  inspect,
correct and adjust schedules for advertising broadcasts submitted by customers
and transfer final information to the ASBAT for Network Advertising;


·                  do
technical adjustment of advertising broadcasting schedules introduced in the
ASBAT for Network Advertising earlier.


 


1.4.5. create and constantly update in the ASBAT for
Network Advertising a catalog with names 
of advertisers (including advertising agencies representing
advertisers), products, commercials and a separate catalog listing promotional
and information materials in the archives (hereinafter – “catalogs”).


 


1.5.
Upon accepting advertising from the Customer for broadcasting by the Network
Program Block verify compliance of advertising information in the corresponding
advertising blocks with the creative concept and editorial policy of the
Principal.


 


1.6.
adapt any Network Advertising accepted for broadcasting by the Network Program
Block under transactions made by the Agent including bringing them in
compliance with requirements and restrictions of advertising laws of the
Russian Federation.


 


1.7.
make advertising blocks out of commercials accepted for broadcasting directly
by the Agent.


 


1.8.
provide consulting services in planning the schedule for the Network Program
Block:


 


1.8.1.
monitors compliance with deadlines for accepting orders for advertising.


 


1.8.2.
regulate Network Advertising amount.


 


1.9.
provide for automatic placement of all floating advertising orders under all
transactions for advertising broadcasts.


 


2

















 


1.10.
establish digital archives of Network Advertising and ensure keeping electronic
advertising materials within one year after their broadcasting by the Network
Program Block. By special instructions of the Principal certain advertising
materials may be stored in the archives for a longer period.


 


If
necessary, the Agent shall provide any required advertising materials to the
Principal.


 


1.11.
provide information for making editorial scripts of the Network Program Block
schedule for Network Advertising.


 


1.12.
provide information for broadcast references for all Network advertising
campaigns subject to the information of the Independent Monitoring Company.


 


1.13.
receive from the Customers, register, systematize and submit (monthly by the 10th day of the month following the
reporting month) on electronic media in a format suitable for further use by
the Principal, information about authors of the music, text and visuals used in
commercials broadcasted by the Network Program Block under transactions made by
the Agent.


 


1.14.
verify compliance of the contents of advertising materials with the current
laws of the Russian Federation under transactions made by the Agent.


 


1.15.
deliver video-media with recorded Advertising to the Principal’s location (12,
3rd Khoroshevskaya Street, Moscow).


 


1.16.
arrange and handle dispute resolution and claims under contracts with customers
violating their obligations (failed to pay for the Principal’s advertising
services) based on the analysis of circumstances around failure to pay for the
Principal’s services (total service period under the customer contract, period
of payment delay, customer’s solvency and any other reasons affecting payment
for the advertising services) including assistance in such work if it is
handled by the Principal’s departments.


 


2. The Parties agree that
the Agency Fee paid by the Principal to the Agent under the Agency Agreement of
13% of the Principal’s Actual Gross Revenue shall cover in full any expenses of
the Agent for any actions/activities under clause 1 hereof as well as any
reasonable and commercially justified expenses the Agent incurs while
performing its obligations under the Agency Agreement which shall not be
reimbursed by the Principal separately.


 


The
Parties may agree a special reimbursement of expenses not referred to regular
expenses (which the Agent incurs in the process of its regular economic
activities as defined in the previous paragraph of this clause), which the
Agent may incur in extraordinary and unforeseen cases and situations upon
acting as the Agent under the Agency Agreement on condition of advance (prior
to incurring such expenses) approval of such expenses by the Parties and based
on a reasonable (evidenced with corresponding documents) requests of the Agent.


 


3.
This Agreement is made in duplicate with the same legal effect with one copy
for each Party.


 


4.
This Agreement shall take effect from the date of its signing by the Parties
and shall form an integral part of the Agency Agreement.


 


Signatures and Seals of the
Parties:


 


	
  The Principal:

  	
   

  	
  The Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (V.A. Murugov) Seal here

  	
   

  	
  (S.A. Vasiliev) Seal here

  



 


3

















 


Schedule
No.1 as of December 20, 2007


to Agency Agreement No. KT-1/0707/C-25-400/07 as
of July11, 2007


 




	
             Moscow

  	
   

  	
  August 6, 2009

  






 


Network
of Television Stations Closed Joint-Stock Company (OGRN
1027700151852), hereinafter referred to as “the Principal”, represented by Director
General Murugov V.A., acting on the basis of the Articles of Association, of
the one part, and


 


TSV Closed
Joint-Stock Company (OGRN 5077746859757), hereinafter
referred to as “the Agent”,
represented by Director General Vasiliev S.A., acting on the basis of the
Articles of Association, of the other part, hereinafter jointly referred to as “the Parties”, signed this Schedule No.1
(hereinafter referred to as “the Schedule”) to Agency Agreement No. KT-1/0707/C-25-400/07 as of July 11, 2007
(hereinafter referred to as “the Agency Agreement”) as follows:


 


The Parties shall agree upon
basic factors to be taken into account by defining the contract price of
Services on Advertising Placement in Network Program Blocks by the Agent’s
negotiating agreements with the Customers.


 


1.  When making transactions
with respect to Advertising Placement Services the Agent shall rely on the
aggregate of technical, sociological and economic indices that determine
conditions required for providing services on a certain transaction. Initial
data required for determining the contract price of services provided for a
certain transaction shall be specified by the Agent as agreed with the Customer
when developing the media-strategy, and shall include details on: dates and
geographical region for conducting the given advertising campaign, total
advertising budget of the Customer, target audience of the promotional and
information materials, information of the Customer competitors’ market and
other data necessary for conducting a certain advertising campaign.


 


2.  The Parties have agreed that the determination
of the contract price for services rendered with respect to a certain
transaction is of multifactor and multifunction nature, and they shall take
into account the absence of a global natural instrument that could numerically
determine the scope of services.


 


The agreement price (amount)
shall be determined in the course of the free expression of the Parties’ will
taking into account market prices for services settled under the influence of
the demand and supply at the time of the transaction settlement in the
corresponding region, as well as considering all other particular conditions
and circumstances accompanying the conclusion of the transaction.


 


3.  Negotiating an agreement with the Customer the
Agent, while determining the contract price for services provided in the
context of the transaction, shall take into account the following factors:


 


3.1.
Demand on the service market of advertising placement in mass-media.


 


3.1.1. Macroeconomic
factors.


 


·              buying capacity of the population;


·              growth index for the aggregate
income per capita;


·              change in the cost of the market
basket and consumer prices by target groups.


 


a)             expert evaluations
of the market development maturity degree in separate economy and production
sectors (monopolistic, polypolistic sectors and etc.), and the necessity to
provide marketing and promotional support of sales;


 


b)            expert evaluations
of advertisers’ expenses (budgets) for marketing services and advertising
placement in various mass-media, including television, in the previous, current
and future periods;


 


c)              the
number of market participants (economy sectors) and their media-activity.


 


3.2
The supply in the service market of advertising placement on the air of
broadcasting companies.


 


3.2.1.   Principal’s program policy.


 


3.2.2. Broadcasting
environment of the Television channel (account of programs in the broadcast of
other TV-channels at the same time).


 


3.2.3.       Change of Principal’s technical
capabilities.


 


·              Population reach gain due to the
signal quality improvement.


·              Population reach gain due to
transmitting equipment power amplification.


·              Possible emergence of new regional
stations in the STS television network.


·              Acquisition of licenses for new
broadcasting bands.


 


3.2.4 Optimal advertising
volume from the TV-watching practices perspective.


 

















 


3.2.5.
Actual and predicted ratings of time intervals, programs and advertising blocks
of the Network Program Blocks at the period of the advertising placement.


 


Rating
is the ratio of the average number of people belonging to a certain target
audience watching the broadcast event, to the total number of people belonging
to the target audience technically capable of watching the corresponding
program (broadcast event), expressed in per cents and specified according to
everyday TV-watching measuring conducted by an independent research company.


 


Target audience is the
aggregate of prospective televiewers with identical sociographic and
psychographic characteristics:


 


·              sex


·              region or area of habitation


·              income level


·              education level


·              occupation


·              number of household members


·              availability of children


·              confession


·              consumer habits.


 


Predicted rating is
determined based on the available data regarding the previous periods extrapolated
on the period of advertising placement taking into account the planned schedule
of programs in the Network Program Blocks with the allowance for seasonal
fluctuations and other factors.


 


Data for the rating
calculation are provided by an independent sociologic research company.


 


The data supply frequency
shall be determined by the independent sociologic research company.


 


3.3. Special provision of a
particular agreement:


 


3.3.1. The number of Gross
Rating Points or GRP is the sum of rating points planned to be gained by
placing a referential commercial with the running time of thirty seconds.


 


3.3.2. The volume of the
planned advertising campaign in time units.


 


3.4. The target group of the
advertising campaign.


 


Main target groups are
standard target groups most often used by the Customer, on which basis the
planned efficiency is evaluated:


 


·              6 - 54 All


·              11 - 25 All


·              11 - 34 All


·              11 - 34 All Moscow


·              14-24 All


·              18 - 35 Females


·              18 - 35 All


·              18 - 54 Females


·              18 - 54 Males


·              18+ All


·              18+ All Moscow


·              18 - 44 Females


·              18-44 All


·              20 - 39 All


·              25+ Females


·              6+ All


 


Digits denote age limits.


 


3.5. Planned reach of the
advertising campaign.


 


The Reach is the number of
people in the target group having watched the broadcast event for at least 1
minute (thousand of people).


 


3.6.
Planned average Frequency.


 


The
Frequency is the average number of contacts of every televiewer in the selected
target audience with the analyzed broadcast events determined as the ratio of
Gross Rating Points (GRP) calculated by the placement of the referential
commercials with the provided 60-seconds running time to the Reach.


 


3.7.          Positioning.


 


Positioning
assumes placing promotional and information materials in the first, last
position or in a certain position in the advertising block.


 














 


3.8.          Fixed placement.


 


Fixed placement assumes
placing the promotional and information materials exactly in the very programs
or advertising blocks and on the very days as chosen by the Customer.


 


3.9.          Floating placement.


 


Floating placement assumes
placing the promotional and information materials by selecting programs and
dates irrespective of the Customer taking into account the specified enlarged
position of the advertising order.


 


3.10.        Seasonality of conducting advertising campaigns.


 


Seasonal fluctuations of
demand for the placement of the promotional and advertising materials in the
Network Program Blocks on the part of the Customers.


 


3.11. Competitiveness of
conducting advertising campaigns.


 


·              Rendering services on the
advertising materials placement subject to the Customer’s requirement with
respect to the absence of competitive products or competitors’ advertisings in
close proximity to them.


·              Advertising placement subject to
the requirement to position the Customer’s promotional and information
materials in particular programs or advertising blocks next to the advertising
of particular products or services.


 


3.12. Advertising of several
manufacturers’ products and/or services or several advertising objects in one
promotional and information material.


 


3.13. Placement of
promotional and information materials inside programs and in the interprogram
advertising blocks.


 


3.14. Placement of
promotional and information materials in particular time intervals (including
prime-time).


 


Prime-time is a continuous
time interval characterized by the maximum watchability.


 


3.15 Payment procedure for
the advertising campaign.


 


3.16. The number of
business days preceding the first launch of the advertising in Network Program
Blocks.


 


3.17. Social
significance of Advertising.


 


Significance of a
certain advertising campaign and its aiming at achieving charitable and other
socially valuable goals, as well as ensuring public interests.


 


4.
The Agent shall rely upon the approved/ established current price policy of the
Principal, and Principal’s instructions to set the contract price of every
particular agreement (transaction) for advertising placement services in the
Network Program Blocs broadcasts taking into account the above mentioned
factors that significantly influence the form of the provided services and,
respectively, the settlement of the contract price for a particular agreement
(transaction). The Agent shall rely upon the current pricing policy of the
Principal, including the recommended average cost of services calculated for
placing on the air one 30-second commercial with planned efficiency equaling to
one rating point fixed in Addendums to this Schedule signed on a quarterly
basis.


 


5. This Schedule shall
come into effect on the date of its signature by the Parties, and shall be
deemed an integral part of the Agency Agreement.


 


6. This Schedule is executed and signed in duplicate, each
one having equal power, one for each Party.


 


Signatures and Seals by the Parties:


 


	
  Agent:

  	
   

  	
  Principal:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Vasiliev S.A.) stamp here

  	
   

  	
  (Murugov V.A.) stamp here

  



 

















 


Schedule No.2 as of July 11, 2007


(Procedure for Network Advertising Provision and Placement)


to Agency Agreement No. KT-1/0707/C-25-400/07 as
of July11, 2007


 


	
  Moscow

  	
  August 6, 2009                 

  



 


Network of Television
Stations Closed Joint-Stock Company (OGRN 1027700151852),
hereinafter referred to as “the Principal”, represented by Director General
Murugov V.A. acting on the basis of the Articles of Association, of the one
part, and TSV Closed Joint-Stock Company
(OGRN 5077746859757), hereinafter referred to as “the Agent”,
represented by Director General Vasiliev S.A. acting on the basis of the
Articles of Association, of the other part, hereinafter jointly referred to as “the
Parties”, made this Addendum No.2 (hereinafter referred to as “the Addendum”)
to the Agency Agreement as follows:


 


This Schedule shall
determine relationship between the Agent and the Principal in the course of
preparation, execution, and issue of Network Advertising to the Network Program
Blocks provided by the Agent pursuant to the Agency Agreement. Capitalized
terms not defined throughout the text of the Schedule have the meaning
specified in the Agency Agreement.


 


1. Acceptance and Distribution of Network Advertising
in Network Program Blocks:


 


1.1.
The Agent shall accept from the Customers the Advertising in the PAL
system with completed dubbing and adjusted timecode on Betacam SP or Digital
Betacam videocassettes (hereinafter referred to as “the Cassettes”).


 


Within 4 (four) business
days before the distribution of the corresponding Advertising in the Network
Program Blocks (up to 17:00 on the day of submission) (materials submitted on
Mondays are meant for the Saturday and Sunday of the current week, and Monday
of the next week, on Tuesdays – for
the next week Tuesday, on Wednesdays – for
the next week Wednesday, on Thursdays - for the next week Thursday, on Fridays
- for the next week Fridays) the Agent representatives shall provide the
Principle (at the address: Moscow, ul. 3-ya Khoroshevskaya, 12) with the
Cassettes with the visuals of the Network Advertising and accompanying
documents (Application Form for commercials).


 


On days before holidays the Cassettes with the
visuals of the Network Advertising with accompanying documents shall be
delivered to the Principal on the date additionally agreed upon by the Parties
via phone or fax.


 


As the documentation accompanying the Cassettes
with the visuals of the Advertising the Principal shall be provided with the
Application Form for the Commercials (Clause 1.2. of this Schedule).


 


1.2. Pursuant to Clause 1.1. of this Schedule
the Application Form for commercials shall be attached to the Cassette
with the visual of the Advertising


 


The Application Form shall specify the
following data:


 


· Cassette number;


·              start and end timecodes of the
Commercial (within the accuracy of a frame);


·              name of the Commercial and
version;


·              ID of every commercial;


·              running time (within the accuracy
of a frame).


 


1.3. The Network Advertising visual shall comply
with technical requirements specified by the corresponding legislative
instruments of the Russian Federation, as well as requirements imposed on the
visual by the Principal. The running time of the commercial shall be precisely
divisible by 5 (five).


 


1.4. The Agent shall inform the Principal (traffic
department) of all changes in the Network Advertising placement not later than
14:00 within 3 (three) days prior to the date of placement. Also, this period
is the deadline for submitting the Cassettes with the visuals of the
commercials for cutting the Advertising Blocks.


 


In the event of an exigience to urgently re-cut
already completed Advertising blocks the Agent shall provide the Principal
(traffic department) with Recutting Applications. Recutting shall be performed
only if the Principal has a technical capability to do it.


 


1.5. In the event a Network Advertising visual does
not meet the requirements specified in Clause 1.3. of this Schedule, the
Principal (broadcasting distribution service) shall immediately (within 24
hours) inform the Agent of every such case.


 


The visual may be replaced by the Agent in case the
terms specified in the first paragraph of Clause 1.4. of this Schedule are not
violated.


 

















 


2. Workstation of the
Principal’s Manager:


 


2.1. The Agent shall provide the Principal with
the access (through Internet, via modem or dedicated channel) to the adapted
version of computer program “Computer-Aided System for Advertising Placement on
Television” containing data for Network Advertising placement (hereinafter
referred to in the text as “the Network Advertising CASAPT”), and shall
maintain its operation in proper condition.


 


The number of workstations shall be agreed upon
with the Principal.


 


2.2. The workstation of the Principals’ remote
manager shall contain the following information available to the Principal’s
managers, including for editing:


 


·          programs schedule of the Network
Program Block with specified open advertising volumes;


·          total time allotted for the Network
Advertising and time completed by the Network Advertising in the Network
Program Block schedule;


·          Advertising blocks filling;


·          commodity class, to which the
advertised product belongs;


·          Business Customer;


·          information on using works of Russian
and foreign authors in the commercials.


 


2.3. The Agent shall provide the Principal with
an electronic Application for placing the Network Advertising (excluding
Sponsor Advertising) by means of a Special Report installed on the remote
workstation of the Principal’s manager.


 


2.4. The Principal’s managers shall download
the electronic application for placing the Advertising not later than at 14:00
(final version) 3 (three) business days prior to the date of placement.


 


2.5. Electronic Applications for Advertising
placement shall contain the following information:


 


·  broadcasting date (date, month,
day of week, year);


·  description of all (in-program
and inter-program) advertising blocks;


·  location of every advertising
block in the Network Program Block Schedule (in which or before which program
the advertising block is placed);


·  name, version and running time of
every commercial in the block;


·  Commercial’s positioning, if
available;


·  order of Commercials in a block;


·  total running time of a block;


·  total running time of all blocks
during a day.


 


3. This Schedule is
executed and signed in duplicate, each one having equal power, one for each
Party.


 


Signatures and Seals by the Parties:


 


	
  Agent:

  	
   

  	
  Principal:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Vasiliev S.A.) stamp here

  	
   

  	
  (Murugov V.A.) stamp here

  



 

















 


Schedule No.3 as of July 11, 2007


 


(Procedure for the Placement of Sponsor Advertising in
the Network Program Blocks)


to Agency Agreement No. KT-1/0707/C-25-400/07 as
of July 11, 2007


 


	
  Moscow

  	
  August 6, 2009                 

  



 


Network of Television Stations Closed Joint-Stock
Company (OGRN 1027700151852), hereinafter referred to as
“the Principal”, represented by
Director General Murugov V.A., acting on the basis of the Articles of
Association, of the one part,


 


and TSV Closed Joint-Stock Company (OGRN 5077746859757),
hereinafter referred to as “the Agent”,
represented by Director General Vasiliev S.A., acting on the basis of the
Articles of Association, of the other part,


 


hereinafter jointly referred
to as “the Parties”, signed this
Schedule No.3 (hereinafter referred to as “the Schedule”) to Agency Agreement No.  KT-1/0707/C-25-400/07 as of July 11, 2007
(hereinafter referred to as “the Agency Agreement”) as follows:


 


Capitalized terms not
defined throughout the text of the Schedule have the meaning specified in the
Agency Agreement.


 


1. Pursuant
to the Agency Agreement provisions the Parties shall agree upon the procedure for
placing the Sponsor Advertising in the Network Program Blocks under conditions
specified in this Schedule.


 


2. Sponsor Advertising
placement in the Network Program Blocks shall be performed as follows:


 


2.1. Prior to negotiating a
service agreement for distributing the Sponsor Advertising the Agent shall
preliminary coordinate the advertising placement conditions with the corresponding
Customer and the Principal (sponsor package: sponsor name, object of
advertising (sponsor of the show, its product/activity/service), means of the
Sponsor Advertising placement, name of TV-programs/broadcasts (hereinafter
referred to as “the Programs), demonstration of which shall be sponsored, dates
of the placement and the number of the Sponsor Advertising broadcasts (hereinafter
referred to as “the Sponsor Package”)), as well as the cost for distributing
the Sponsor Advertising.


 


2.2. Based on the results of
the preliminary coordination the Agent shall address to the Principal
(responsible manager) the application (letter of guarantee) in the written form
for placing the Sponsor Package within 10 (ten) business days prior to:


 


·                  the
scheduled date of placing the Sponsor Advertising in the Network Program Blocks
in case the Sponsor Advertising is placed by means of the Program interrupt;


·                  the
start of works on making the TV-program in case the Sponsor Advertising is
placed by means other than the Program interrupt.


 


In the event that upon the
expiration of 2 (two) business days since the Principal received the
application (letter of guarantee) from the Agent the Principal did not provide
a reasoned objection regarding the Sponsor Package, or a reasoned refusal to
accept it for placing, the Sponsor Advertising shall be deemed accepted by the
Principal for placing, and the Agent shall be deemed authorized to negotiate
the agreement with the Customer under the conditions specified in the
application (letter of guarantee).


 


The
application for the Sponsor Advertising placement (Sponsor Package description)
shall include the sponsor name, object of advertising (sponsor of the show, its
product/activity/service), means of placement, name of TV-programs,
demonstration of which shall be sponsored, period of placement, number of the
Sponsor Advertising broadcasts in every Program, running time of every
Advertising placement, as well as the cost of services for distributing the
Sponsor Advertising.


 


2.3.
The Sponsor Advertising shall be placed by the Principal in the Network Program
Blocks based on the Agent’s application as follows:


 


2.3.1. The Sponsor
Advertising placed by means of the Program interrupt shall be accepted by the
Agent from the Principal in the PAL system with completed dubbing and adjusted
address-time code (timecode) on Betacam SP or Digital Betacam videocassettes
(hereinafter referred to as “the Cassettes”). 



 


1

















 


The Cassettes with visual shall be delivered to the authorized
structural department of the Principal 7 (seven) business days prior to the
start of the Sponsor Advertising placement period. Person on the part of the
Principal responsible for accepting the Cassettes: responsible manager
providing the given sponsor placement.


 


The placement of the Sponsor
Advertising by the Principal in the Network Program Blocks pursuant to the
first paragraph of this sub-clause shall be performed according to the
procedure specified in Schedule No.2 to the Agency Agreement.


 


2.3.2. The Sponsor
Advertising placed by means of overlapping shall be accepted by the Agent from
the Principal in the form of written information with respect to the sponsor,
as well as via electronic communication means in the format as agreed upon with
the producer (jpg, mpeg and etc.), or on the corresponding tangible medium.
Documents containing information on the sponsor and other materials shall be
delivered to the authorized structural department of the Principal. Person on
the part of the Principal responsible for accepting documents and other
materials: responsible manager providing the given sponsor placement.


 


2.3.3. The Sponsor
Advertising placed by means other than the Program interrupt shall be created and
included in the Program by the Program producer on the basis of the
corresponding agreements between the producer and the Principal. Placement of
the Sponsor Advertising in the Network Program Blocks by means specified in
this sub-clause shall be performed as follows:


 


2.3.3.1. The Principal shall
address the corresponding application for placing the Sponsor Advertising to
the producer with attached documents regarding the sponsor, materials for the
Program production, as well as electronic files in the agreed format on the
corresponding tangible medium.


 


2.3.3.2.
After the Program production the Principal shall accept the corresponding
Program (Program release) from the producer with integrated Sponsor
Advertising, and subject to the Program compliance with the application shall
include the Program (Program release) into the Network Program Blocks according
to the programs schedule.


 


2.3.3.3. In the event the
Sponsor Advertising is produced or included into the Program with the violation
of agreed means of placement or in a smaller volume than provided in the Agent’s
application (letter of guarantee), the Principal shall provide the Agent with a
copy of the produced Program on a review medium (DVD, VHS).  The medium shall be delivered to the Agent
within 2 (two) business days since the Principal receives the Program (Program
release) from the producer.


 


2.3.3.4.
Based on the Program recording provided by the Principal, the Agent, within 3
(three) business days since receiving the materials from the Principal pursuant
to Clause 2.3.3.3 of this Schedule, 
shall obtain Customer’s approval for the deviation from the Sponsor
Package, and shall immediately inform the Principal thereof.


 


In the event the Customer
does not approve the deviation from the Sponsor Package, the Agent shall inform
the Principal in written form thereof. In such case the Principal shall agree
to satisfy the Customer’s claims in compliance with the provisions of the
Agency Agreement (in particular, in accordance with Clauses 3.9.3., 5.4. of the
Agency Agreement).


 


In the event the Principal
does not receive the Customer’s approval or disagreement to deviate from the
Sponsor Package within the period of time specified in the first paragraph of
this subclause, the Parties shall acknowledge that the Customer agreed to the
deviations from the Sponsor Package.


 


2.3.4. For the purposes of
the Agency Agreement due performance and the Agent’s report to the Customer on
the actual performance of the services with regard to the Sponsor Advertising
placement, the Principal, upon the written request, shall provide the Agent
with the reference data in the Network Program Block of the Program with the
corresponding Sponsor Advertising placed by means of the Program interrupt not
later than the 15th day of the
month following the month of the services provision. In case the Agent needs to
obtain the Program tape with the Sponsor Advertising, the Agent shall file a
written application for the production of the above mentioned tape to the
Principal.


 


3. This Schedule shall come
into effect on the date of its signature by the Parties, and shall be deemed an
integral part of the Agency Agreement.


 


4. This Schedule is executed
and signed in two original copies, each one having equal power, one for each
Party.


 


2

















 


SIGNATURES AND SEALS BY THE PARTIES:


 


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


3

















 


 


	
   

  	
  Schedule No.4 as of July 11, 2007

  
	
   

  	
  to Agency Agreement No. KT-1/0707/C-25-400/07
  as of July 11, 2007

  
	
   

  	
   

  
	
  Moscow

  	
  August 6, 2009           

  



 


Network of Television
Stations Closed Joint-Stock Company (OGRN 1027700151852),
hereinafter referred to as “the Principal”,
represented by Director General Murugov V.A., acting on the basis of the
Articles of Association, of the one part, and


 


TSV Closed Joint-Stock Company (OGRN 5077746859757),
hereinafter referred to as “the Agent”,
represented by Director General Vasiliev S.A., acting on the basis of the
Articles of Association, of the other part, hereinafter jointly referred to as
“the Parties”, and “the Party” separately, signed this Schedule
No.4 (hereinafter referred to as “the Schedule”) to Agency Agreement No. KT-1/0707/C-25-400/07
as of July 11, 2007 (hereinafter referred to as “the Agency Agreement”) as
follows:


 


1. With this Schedule the Parties have approved the following form of
Agent’s Report submitted by the Agent to the Principal according Clause
4.13.  of the Agency Agreement:


 


	
   

  	
  “To Director General of Television Stations

  
	
   

  	
  Network ZAO”

  
	
   

  	
  XXXXXXXXXXXX

  



 


AGENT’s REPORT No.XXX as of XXXXX  XX, 200X


under Agency Agreement No. KT-1/0707/C-25-400/07
as of 11.07.2007


 


Pursuant to the conditions of the Agency Agreement No.KT-1/0707/C-25-400/07 as of
7/11/2007 in XXXXX
(accounting period) the Agent has performed the following legal and other
actions under the Principal’s instructions, on its own behalf and on the
Principal’s account with respect to the realization of Services on Placing
Advertising in the Network Program Blocks: 


 


1. Provided the Principal with the access to the adapted version of
computer program “Computer-Aided System for Advertising Placement on 


 

















 


Television” containing data on the Network Advertising placement
(hereinafter referred to in the text as “Network Advertising CASAPT”) with
respect to transactions concluded by the Agent on its own behalf but for the
account of the Principal, placement for which was performed by the Principal in
the accounting period, the list of which (transactions) is provided in Schedule
No.1 to this Report; planned (pursuant to provisions of Clause 1.4.4. of the
Addendum No.2 to the Agency Agreement) advertising campaigns with respect to
the above mentioned transactions in the Network Advertising CASAPT, and
performed the automatic placement of floating advertising orders (Clause 1.9 of
the Addendum No.2 to the Agency Agreement), composed and continuously renewed
catalogues in the Network Advertising CASAPT containing information specified
in Clause 1.4.5 of the Addendum No. to the Agency Agreement.


 


For the purposes of conducting advertising campaigns (with respect to
the transactions previously mentioned in this Clause of the Report) the Agent
performed the following accompanying (including preparatory) actions:


 


1.1. Entered into the Federal Advertising CASAPT information from the
Network Program Blocks Schedule received from the Principal and maintained the
actual state thereof, and also updated the information according to data
received from the Principal with regard to its modification.


 


1.2. Entered and maintained the actual state of the predicted and
actual ratings of the Network Advertising blocks.


 


1.3. Following the broadcast of the programs and advertising blocks
with the Network Advertising provided under the transactions specified in
Clause 1 of this Report, the Agent brought the planned Network Program Block
schedule into correspondence with the actual distribution of the Network
Program Block: adjusted the time of the programs and advertising blocks
broadcasting, and performed other actions aimed at bringing the planned Network
Program Block schedule in correspondence with its actual distribution.


 


1.4. Calculated the predicted ratings and their adjustment on the basis
of analysis of the actual Network Advertising blocks ratings provided in the
context of conducting advertising campaigns under the transactions specified in
Clause 1 of this Report. 


 


2. Accepted from the Customers Network Advertising under the
transactions specified in Clause 1 of this Report, and performed the following
actions with respect to the mentioned advertising:


 


2.1. Monitored the compatibility of the information contained in such
Network Advertising with the creative concept and editorial policy of the
Principal.


 


2.2. Monitored the compliance of the Network Advertising contents with
the applicable laws of the Russian Federation.


 


2.3. Performed the adjustment of the Network Advertising, including the
adjustment to the requirements and restrictions of the Russian Federation laws
on the advertising.


 


2.4. Arranged advertising blocks on the basis of promotional materials
received from the Customers containing the Network Advertising.


 














 


	
  2.5. Delivered the promotional materials
  containing the Network Advertising to the following address: Moscow, ul. 3-ya
  Khoroshevskaya, 12, and pursuant to the Procedure for Providing and Placing
  the Network Advertising approved by the Agent and the Principal in Schedule
  No.2 to the Agency Agreement.

  
	
   

  
	
  2.6. Prepared the digital archive of the Network
  Advertising (pursuant to Clause 1.10. of the Addendum No.2 to the Agency
  Agreement).

  
	
   

  
	
  3. Performed other accompanying actions not
  mentioned above under the transactions specified in Clause 1 of this Report:

  
	
   

  
	
  3.1. Received from the Customers information on
  the authors of the music, text and video sequence used in the promotional
  materials placed in the Network Program Blocks, arranged it and provided on
  an electronic medium in the format adapted for the further use by the
  Principal.

  
	
   

  
	
  3.2. Provided the Principal with the data for
  preparing broadcasting references with respect to the Network Advertising
  campaigns.

  
	
   

  
	
  3.3. Provided the Principal with the data for the
  preparation of cue sheets for the broadcasting schedule of the Network
  Advertising placement in the Network Program Block.

  
	
   

  
	
  4. Performed the following actions in the course
  of carrying out Principal’s instructions with respect to rendering services
  for placing the advertising in the Network Program Blocks:

  
	
   

  
	
  4.1. Performed the following calculation of the
  cosiological, technical and economic indices complex:

  
	
   

  
	
  4.1.1. Carried out investigation XXXXXXXXXXXXXXXXXXX.

  
	
   

  
	
  4.1.2. Carried out investigation XXXXXXXXXXXXXXXXXXX.

  
	
   

  
	
  4.2. Pursuant to Clause 1.8 of the Addendum No.2
  to the Agency Agreement the Agent provided the Principal with the counseling
  assistance by scheduling the Network Program Block.

  
	
   

  
	
  4.3. Performed claims activity with the Customers
  that failed to fulfill their agreements (failed to pay for the advertising
  placement services). Information on the conduct of the claims activity is
  provided in Schedule No.2 to this Report.

  
	
   

  
	
  XXXXXXXXXXXXXXXX

  	
  XXXXXXXXX

  
	
   

  	
   

  
	
  Position name and signature of the Agent’s
  authorized representative

  	
  Full name

  
	
   

  	
   

  
	
  Senior Accountant

  	
  XXXXXXXX

  



 

















 


	
  Signature

  	
  Stamp here

  	
  Full name

  



 


Schedule No.1 as of XXXX XX, 200X


to the Agent’s Report No.XX as of XX XXX 200X


 


The list of transactions concluded by the Agent on its own behalf yet
on the account of the Principal, the placement of advertising under which was
performed by the Principal in the Accounting Period specified in the Agent’s
Report:


 


	
  Document Date. No.

  	
   

  	
  Customer Name

  	
   

  	
  Financial Brand

  Name

  	
   

  	
  Principal’s services

  cost for the

  advertising placing

  	
   

  	
  incl. VAT 18%

  	
   

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  
	
  TOTAL

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  



 


	
  XXXXXXXXXXXXXXX

  	
  XXXXXXXX

  
	
   

  	
   

  
	
  Position name and signature of the Agent’s
  authorized representative

  	
  Full name

  
	
   

  	
   

  
	
  Senior Accountant

  	
  XXXXXXXX

  
	
   

  	
   

  	
   

  
	
  Signature

  	
  Stamp here

  	
  Full name

  



 

















 


Schedule No.2 as of XXXX XX, 200X


to the Agent’s Report No.XX as of XX XXX 200X


 


Information on the claims activity performed by the Agent in the
Accounting Period specified in the Agent’s Report:


 


	
  Document Date. No.

  	
   

  	
  Customer Name

  	
   

  	
  Financial Brand

  Name

  	
   

  	
  Outstanding Amount

  	
   

  	
  incl. VAT 18%

  	
   

  	
  Date of the

  claim

  Submission

  	
   

  	
  Comments

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXX

  	
   

  	
  XXXXXXXX

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXX

  	
   

  	
  XXXXXXXX

  



 


	
  XXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  
	
   

  	
   

  	
   

  
	
  Position name and signature of the Agent’s
  authorized representative

  	
  Full name

  
	
   

  	
   

  	
   

  
	
  Senior Accountant

  	
   

  	
  XXXXXXXX

  
	
   

  	
   

  	
   

  
	
  Signature  

  	
  Stamp here

  	
  Full name

  



 


2. The Parties have agreed that by the preparation of the Report the
Agent shall rely upon the above mentioned form. However, this is not to say the
Agent may not deviate from it, in particular, if the Agent sees it proper to
reflect some additional information in the Report for the corresponding
Accounting Period.


 


3. This Schedule shall be deemed an integral part of the Agency
Agreement. In all other cases not specified in this Schedule provisions of the
Agency Agreement and other Schedules to it shall apply.


 


4. This Schedule shall come into effect on the date of its signature by
the Parties, and shall remain in effect throughout the duration of the Agency
Agreement.


 


5. This Schedule is executed and signed in duplicate, each one having
equal power, one for each Party.


 

















 


SIGNATURES AND SEALS BY THE PARTIES:


 


	
  On behalf of the Principal:

  	
  On behalf of the Agent:

  
	
  Director General

  	
  Director General

  



 


 


	
   

  	
   

  	
  /Murugov V.A./

  	
   

  	
   

  	
  /Vasiliev S.A./

  	
   

  
	
   

  	
  Stamp here

  	
   

  	
           Stamp
  here

  	
   

  



 














 


Schedule
No.5


to
Agency Agreement No. KT-1/0707/C-25-400/07


as of
July 11, 2007


 


	
  Moscow

  	
  August 06,2009

  



 


Network of Television Stations Closed Joint-Stock Company
(OGRN 1027700151852), hereinafter referred to as “the Principal”, represented by Director General
Murugov V.A., acting on the basis of the Articles of Association, of the one
part, and TSV Closed Joint-Stock Company
(OGRN 5077746859757), hereinafter referred to as “the Agent”, represented by Director
General Vasiliev S.A., acting on the basis of the Articles of Association, of
the other part, hereinafter jointly referred to as “the Parties”, signed this Schedule No.5 (hereinafter referred
to as “the Schedule”) to Agency Agreement No. KT-1/0707/C-25-400/07 as of July 11,
2007 (hereinafter referred to as “the Agreement”) as follows:


 


1.
The Parties came to an agreement with respect to approving the following form
of the Act, prepared and signed by the parties according to the procedure and
deadlines specified in in Clause 4.13. of the Agreement.


 


“ACT


 


under Agency Agreement No. KT-1/0707/C-25-400/07
as of July 11, 2007


 


(hereinafter referred to as “the Agreement”)


 


for XXXXXXXXXX 200X.


 


	
  Moscow

  	
  XXXXX
  XX, 200X.

  



 


Television Stations Network Closed Joint-Stock Company (OGRN
1027700151852), hereinafter referred to as “the Principal”,  represented
by XXXXXXXXXX, acting on the basis of XXXXXXXXXX, of the one part, and TSV Closed Joint-Stock Company (OGRN 5077746859757),
hereinafter referred to as “the Agent”, represented
by XXXXXXXXX, acting on the basis of XXXXXXXXXX, of the other part,  jointly referred to as “the Parties”, signed this Act as follows:


 


1.
Pursuant to the provisions of the Agreement the Agent in XXXXXXX 200X
(accounting period) under the instructions of the Principal performed on its
own behalf and for the Principal’s account legal and other actions with respect
to the realization of services for placing the Network Advertising in the
Network Program Blocks (including Traditional Advertising and Sponsor
Advertising), hereinafter referred to as “the Services on the Advertising
Placement”, including services on placing the “Traditional Advertising” and
“Sponsor Advertising”, provided by the Principal in the specified accounting
period (Agent’s Report as of XXXXXXXXX XX, XXXX).


 


The
Principal’s instructions in the accounting period have been duly performed by
the Agent.


 


2.
Advertising Placement Services under transactions with the Customers concluded
by the Agent on its own behalf, yet for the account of the Principal, have been
provided by the Principal in whole.


 


3.
As of the signature date of this Act:


 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1. Cost of Advertising Placement Services provided by
  the Principal pursuant to agreements negotiated by the Agent with the
  Customers:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1.1. Total cost of provided Advertising Placement
  Services in the accounting period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in Russian rubles under agreements, where the cost of
  services is specified in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in Russian rubles under agreements, where the cost of
  services is specified in Russian rubles:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to
  Customers making payments in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1.2. Paid cost of services rendered in the current
  period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in Russian rubles under agreements, where the cost of
  services is specified in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising
  paid in
                                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising paid
  in
                                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in Russian rubles under agreements, where the cost of
  services is specified in Russian rubles, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising
  paid in
                                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising paid
  in
                                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising
  paid in
                                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising paid
  in
                                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1.2. Unpaid cost of services rendered in the current
  period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by Customers
  making payments in Russian rubles under agreements, where the cost of services
  is specified in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by Customers
  making payments in Russian rubles under agreements, where the cost of services
  is specified in Russian rubles:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  by Customers
  making payments in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2. Agent’s settlement of accounts with the Customers
  with respect to the realization of services:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.1. Initial advance payments of the Customers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in Russian rubles under agreements, where the cost
  of services is specified in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances received in
                                      200  
  for placing Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances received in
                                      200  
  for placing Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in Russian rubles under agreements, where the cost
  of services is specified in Russian rubles, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances received in
                                      200  
  for placing Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances received in
                                      200  
  for placing Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances received in
                                      200  
  for placing Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances received in
                                      200  
  for placing Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.2. Initial indebtedness of the Customers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in Russian rubles under agreements, where the
  cost of services is specified in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in Russian rubles under agreements, where the
  cost of services is specified in Russian rubles:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.3. Cash inflow

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash inflow for
  the Advertising Placement from the Customers making payments in Russian
  rubles under agreements, where the cost of services is specified in US
  dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in payment for services
  on the placement of the Traditional Advertising provided in
                    200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in payment for services
  on the placement of the Sponsor Advertising provided in
                    200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received as advance
  payment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash inflow for
  the Advertising Placement from the Customers making payments in Russian
  rubles under agreements, where the cost of services is specified in Russian
  rubles, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in payment for services
  on the placement of the Traditional Advertising provided in
                    200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in payment for services
  on the placement of the Sponsor Advertising provided in
                    200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received as advance
  payment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash inflow from the
  Customers making payments in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in payment for services
  on the placement of the Traditional Advertising provided in
                    200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  in payment for services
  on the placement of the Sponsor Advertising provided in
                    200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received as advance
  payment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.3. Return of funds

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in Russian rubles under agreements, where the cost of
  services is specified in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in Russian rubles under agreements, where the cost of
  services is specified in Russian rubles:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.5. Advance payments of the Customers at the end of the
  accounting period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in Russian rubles under agreements, where the cost
  of services is specified in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances out of amounts
  paid in
                    200  
  for the placement of the Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances out of amounts
  paid in
                    200  
  for the placement of the Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in Russian rubles under agreements, where the cost
  of services is specified in Russian rubles, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances out of amounts
  paid in
                    200  
  for the placement of the Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances out of amounts
  paid in
                    200  
  for the placement of the Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances out of amounts
  paid in
                    200  
  for the placement of the Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  advances out of amounts
  paid in
                    200  
  for the placement of the Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.5. Indebtedness of the Customers at the end of the
  accounting period

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in Russian rubles under agreements, where the
  cost of services is specified in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on the
  placement of the Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on the
  placement of the Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in Russian rubles under agreements, where the
  cost of services is specified in Russian rubles:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on the
  placement of the Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on the
  placement of the Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on the
  placement of the Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on the
  placement of the Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3. Non-operating income

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Received from the
  Customers making payments in Russian rubles:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  penalty for late
  payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  penalty for late
  notifications of the refusal to place the advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  penalty for budget
  reduction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Received from the
  Customers making payments in in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  penalty for late
  payments

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  penalty for late
  notifications of the refusal to place the advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  penalty for budget
  reduction

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4. Settlement of accounts between the Principal and the
  Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.2. Amounts transferred to the Principal’s accounts for
  the Advertising Placement

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received from the Customers making payments in Russian rubles under
  agreements, where the cost of services is specified in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received from the Customers making payments in Russian rubles under
  agreements, where the cost of services is specified in Russian rubles,
  including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received form the Customers making payments in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.3. Funds entered to the account for the Advertising
  Placement:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received from the Customers making payments in Russian rubles under
  agreements, where the cost of services is specified in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds received
  from the Customers making payments in Russian rubles under agreements, where
  the cost of services is specified in Russian rubles, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received form the Customers making payments in US dollars, including:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200   .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.4. Undertransferred to the Principal’s address as of
                      200  

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received from the Customers making payments in Russian rubles under
  agreements, where the cost of services is specified in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received from the Customers making payments in Russian rubles under
  agreements, where the cost of services is specified in Russian rubles

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount

  in US dollars

  VAT

  	
   

  	
  RF CB

  	
   

  	
  Amount in

  Russian rubles

  	
   

  	
   

  	
   

  	
  Total amount in

  Russian rubles

  
	
   

  	
   

  	
  net of VAT

  	
   

  	
  in US dollars

  	
   

  	
  inclusive

  	
   

  	
  exchange rate

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  VAT inclusive

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Out of funds
  received form the Customers making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.4. Received by the Agent from the Principle as the
  payment of the Agent remuneration pursuant to the Agreement conditions:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
     %
  of funds received in 200   accounting period, total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


4. The Parties have agreed upon the following
Calculation of the Agent remuneration in the accounting period:


 


	
   

  	
   

  	
  For the accounting month

  	
   

  	
  Agent remuneration (rub.)

  	
   

  
	
  Gross profit

  	
   

  	
  Actual gross

  profits net of

  VAT (US

  dollars)

  	
   

  	
  RF CB

  exchange rate

  (as of the date

  of this Act

  signature)

  	
   

  	
  Actual gross

  profits net of

  VAT (rub.)

  	
   

  	
  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total

  inclusive of

  VAT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1. Income from the realization of Advertising
  Placement Services in the accounting period:

  	
   

  
	
  4.1.1. on transactions, when the cost of services
  is specified in Russian rubles

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1.1. on transactions, when the cost of services
  is specified in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2. Amounts of penal sanctions, fines, other
  incomes, including release-money, for transactions concluded by the Agent,
  received in the accounting period:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2.1. on transactions, when the cost of services
  is specified in Russian rubles

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1.1. on transactions, when the cost of services
  is specified in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount, incl.

  of VAT (rub)

  	
   

  	
  VAT (18%)

  (rub)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.2.3. The Parties have verified settlements for the accounting month on the payment of the Agent remuneration:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advance amount paid to the Agent
  at the start of the month

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal’s indebtedness at the
  start of the month

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Accrued Agent remuneration for
  the accounting period

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Previous month indebtedness paid
  by the Principal

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Amount transferred to the Agent’s
  s/a for the accounting month

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advance amount paid to the Agent
  at the end of the month

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Principal’s indebtedness at the
  end of the month

  	
   

  	
  0.00

  	
   

  	
  0.00

  	
   

  



 


5.This Act is executed in duplicate, each one having equal power, one
for each Party.


 


6. This Act shall come into effect on the date of its signature.


 


Signatures of the Parties:


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stamp here

  	
   

  	
  Stamp here

  
	
   

  	
   

  	
   

  
	
  /XXXXXXXX/

  	
   

  	
  /XXXXXXXX/

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature and full name

  	
   

  	
  Signature and full name

  



 

















 


2.The
Parties have agreed that by the preparation of the Act they shall rely upon the
above mentioned form. However, this is not to say they may not deviate from it,
in particular, if they see it proper to reflect some additional information in
the Act for the corresponding Accounting Period.


 


3.This
Schedule shall come into effect on the date of its signature by the Parties,
and shall remain in effect throughout the duration of the Agreement. This
Schedule shall be deemed an integral part of the Agreement.


 


4.
This Schedule is executed and signed in duplicate, each one having equal power,
one for each Party.


 


	
  Signatures and Seals by the Parties:

  
	
   

  
	
   

  
	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here