Exhibit 10.5


 


(Advertising sales agency
agreement


in respect of the placement of


advertising on the Domashny
Network)


 


Addendum
No. 8


to Agency Agreement No. 4/1207
/ D-25-0380/07 as of December 14, 2007


(hereinafter
referred to as “the Agency Agreement”)


 




	
  Moscow

  	
   

  	
  August 6, 2009

  






 


New Channel
Closed Joint-Stock Company (1047796750880),
hereinafter referred to as “the Principal”,
represented by Director General Bilan N.V. 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.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 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 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 copies in the Russian language, each
one having equal power, one for each Party.


 


SIGNATURES AND SEALS BY THE PARTIES:


 


	
  Principal

  	
   

  	
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Bilan N.V.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


1

















 


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


 


AGENCY AGREEMENT No. KT-4/1207 (D-25-0380/07) dated 14 December 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 “Domashniy” (Mass Media Registration Certificate El No. FS77-23799
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 “Domashniy”,
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 “Domashniy”.


 


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 Network Advertising
(including sponsor and social advertising broadcasted for a compensation) by
the Principal in Network Program Blocks.


 


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 “Domashniy”.


 


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 Commercials in Network Program Blocks from 07:00 a.m.
of the corresponding day to 01:00 a.m. of the following day, except for
the Regional Broadcasting Time of 2 (two) hours on weekdays and 1 (One) hour on
weekends and holidays, of up to 11.25% (Eleven and twenty fifth hundredth
percent) of the Network Program Block time within one astronomical hour except
for Regional Broadcasting.


 


In 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
0.1 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,


 


2

















 


and


 


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


 


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:


 





 


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.


 


3

















 


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”.


 


3.1.4.  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 hereto.


 


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 


 


4

















 


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
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.


 


5

















 


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.


 


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 12% (Twelve percent) of
the Actual Gross Revenue of the Principal in each Reporting Period.


 


6

















 


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


 


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 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:


 


7

















 


· 12% (Twelve 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


 


· 12% 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 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 agreed by the
Parties in Schedule No.5 to this Agreement specifying 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 sent by the Agency 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


 


8

















 


·            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.


 


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 12% (Twelve 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 Block 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 (thirty) 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 or losses 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 of
the Russian Federation), 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 - contractors of the Principal) and any other circumstances beyond
control of the Parties.


 


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 after their appearance. 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.


 


9

















 


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 was 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
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 Agreement.


 


9.1. This
Agreement shall take effect when signed and remain in force until 06:00 a.m.
local time on 01 January 2015.


 


9.2. This
Agreement may be cancelled prior to its expiration by either Party with a 180
(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 12% (Twelve
percent) of the Principal’s Actual Gross Revenue for 6 (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 180 (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














 


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.


 


10.6. 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:

  
	
  “New Channel” Closed Joint-Stock Company

  	
   

  	
   

  
	
   

  	
   

  	
  “Kompaniya TSV” JSC

  
	
  Address:
  123298, 12, 3rd Khoroshevskaya Street, Moscow

  Actual
  address: 123298, 12, 3rd Khoroshevskaya Street, Moscow

  OGRN
  1047796750880,

  INN
  (Taxpayer’s identification number) 7734517148, KPP 773401001

  S/a
  40702810301600000353

  with
  ALFA-BANK OAO, Moscow

  c/a
  30101810200000000593

  in the
  Operations Department (OPERU) of the Moscow Main Territorial Department of
  the Bank of Russia

  BIC
  044525593

  	
   

  	
  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:
  Closed Joint Stock Company «New Channel»

  Beneficiary
  Account: 40702840601600000272

  OPEN JOINT-STOCK COMPANY  «ALFA-BANK», RUSSIA

  Address: 27, Kalanchevskaya str., Moscow, Russia,
  107078

  SWIFT: ALFARUMM

  Telex: 412089 ALFARU

  Bank:  JPMorgan
  Chase Bank, New York

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

  Account with the correspondent bank: 400 927 098

  SWIFT code CHAS US 33.

  	
   

  	
  Hard
  currency account details:

  Beneficiary Account: 40702840038261010108

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

  SWIFT:  SABR RU MM.

   

  



 


11

















 


	
  For the Principal

  	
   

  	
  For the Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  N.V. Bilan Seal here

  	
   

  	
  S.A. Vasiliev Seal here

  



 


12

















 


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


 


Additional Agreement No. 1 dated 14 December 2007


to Agency Agreement KT-4/1207/D-25-0380/07 dated 14 December 2007


 


	
  City of Moscow

  	
  06 August 2009

  



 


“New Channel” Cloed Joint-Stock
Company (OGRN 1047796750880), hereinafter referred to as
the “Principal”, represented by its General
Director N.V. Bilan, 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,


 


collectively referred to as
the “Parties”, have signed this Additional
Agreement No. 1 (hereinafter — “Additional Agreement”) to Agency Agreement
No. KT-4/1207/D-25-0380/07 dated
14 December 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.


 


1

















 


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
(Ninety) 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 8.2.1 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 12% (Twelve percent) 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.


 


2

















 


Signatures and Seals of the Parties:


 


	
  The Agent:

  	
   

  	
  The Principal:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (S.A. Vasiliev) Seal here

  	
   

  	
  (N.V. Bilan) Seal here

  



 


3

















 


Agreement dated 14 December 2007


to  Agency  Agreement  KT-4/1207/D-25-0380/07 dated 14 December 2007


 


	
  City
  of Moscow

  	
  06 August 2009

  



 


“New
Channel” Closed Joint-Stock Company (OGRN 1047796750880), hereinafter referred to as the “Principal”,
represented by its General Director N.V. Bilan, 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 to Agency Agreement No. KT-4/1207/D-25-0380/07 dated 14 December 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 2010, 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 of 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 research 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 research 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.
The Agent shall conduct a daily survey of the all-Russian audience of the
Network Program Block.


 


1

















 


·              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 (within 2
weeks after the reporting week).


 


1.2.8. 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.


 


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.


 


2

















 


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
12% 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 upon signing 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

  	
   

  	
  (N.V. Bilan) Seal here

  



 


3














 


Schedule
No.1 as of December 14, 2007


to Agency Agreement No. 4/1207 / D-25-0380/07 as
of December 14, 2007


 


	
  Moscow

  	
   

  	
  August 6, 2009

  



 


New
Channel Closed Joint-Stock Company (OGRN 1047796750880),
hereinafter referred to as “the Principal”,
represented by Director General Bilan N.V., 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 (“Schedule”)
to Agency Agreement No. KT-4/1207/D-25-0380/07 as of December 14,
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
occurrence of new regional stations within ESMI “Domestic” television network —
network participants.


·                                          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

  	
   

  	
  (Bilan
  N.V.) stamp here

  



 

















 


Schedule No.2 as of December 14, 2007


(Procedure for Network Advertising Provision and Placement)


to Agency Agreement No. 4/1207 / D-25-0380/07 as
of December 14, 2007


 


	
  Moscow

  	
   

  	
  August 6, 2009

  



 


New Channel
Closed Joint-Stock Company (OGRN 1047796750880), hereinafter
referred to as “the Principal”,
represented by Director General Bilan N.V., 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.2 (hereinafter referred to as “the Schedule”) to Agency Agreement No. KT-4/1207 / D-25-0380/07 as of December 14, 2007
(hereinafter referred to as “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 Network Advertising Blocks.


 


In the event of an exigience to urgently re-cut
already completed Advertising blocks the Agent shall provide the Principal
(broadcasting distribution service) 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.


 


1

















 


The visual may be replaced by the Agent in case the
terms specified in Clause 1.4. of this Schedule are not violated. In the event
the Agent fails to replace the Advertising visual with another one without
violating the terms, the Principal shall be entitled to reject the placement of
such Advertising pursuant to Clause 3.5. of the Agency Agreement.


 


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 the placement of the
Network Advertising (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’s 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

  	
   

  	
  (Bilan N.V.)
  stamp here

  



 


2

















 


Schedule
No.3 as of December 14, 2007


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


to Agency Agreement No. 4/1207 / D-25-0380/07 as
of December 14, 2007


 


	
  Moscow

  	
   

  	
  August 6, 2009

  



 


New Channel
Closed Joint-Stock Company (OGRN 1047796750880), hereinafter
referred to as “the Principal”,
represented by Director General Bilan N.V., 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-4/1207 / D-25-0380/07 as of December 14, 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”). 
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.


 


1

















 


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:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Bilan
  N.V.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


3














 


	
   

  	
  Schedule
  No. 4 as of December 14, 2007

  
	
   

  	
  to Agency Agreement No. KT-4/1207/D-25-0380/07 as of
  December 14, 2007

  



 


	
  Moscow

  	
   

  	
  August 6,
  2009

  



 


New Channel Closed Joint-Stock Company (OGRN 1047796750880), hereinafter
referred to as “the Principal”,
represented by Director General Bilan N.V., 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-4/1207 / D-25-0380/07 as of December 14, 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 New Channel ZAO”

  
	
   

  	
  XXXXXXXXXXXX

  



 


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


under Agency Agreement No. KT-4/1207/D-25-0380/07 as of 14.12.2007


 


Pursuant
to the conditions of the Agency Agreement No.KT-4/1207/D-25-0380/07 as of December 14,
2007 (hereinafter referred to as “the Agency Agreement”) 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 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 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 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 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 to the Agency Agreement 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.


 

















 


	
  XXXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  
	
  Position
  name and signature of the Agent’s authorized representative

  	
   

  	
  Full
  name

  
	
  Senior
  Accountant

  	
   

  	
  XXXXXXXXXX

  
	
  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%

  	
   

  
	
  XXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  
	
  XXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  
	
  TOTAL

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  



 


	
  XXXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  
	
  Position
  name and signature of the Agent’s authorized representative

  	
   

  	
  Full
  name

  
	
   

  	
   

  	
   

  
	
  Senior
  Accountant

  	
   

  	
  XXXXXXXXXX

  
	
  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

  	
   

  
	
  XXXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  
	
  XXXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  	
   

  



 


	
  XXXXXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXXX

  
	
  Position
  name and signature of the Agent’s authorized representative

  	
   

  	
  Full
  name

  
	
   

  	
   

  	
   

  
	
  Senior
  Accountant

  	
   

  	
  XXXXXXXXXX

  



 

















 


	
  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

  	
   

  	
   

  
	
   

  	
  /Bilan N.V./

  	
   

  	
   

  	
  /Vasiliev S.A./

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stamp here

  	
   

  	
  Stamp here

  
					



 

















 


Schedule No.5


to Agency Agreement No. KT-4/1207/D-25-0380/07


as of December 14, 2007


 


	
  Moscow

  	
   

  	
  August 06,2009

  



 


New Channel Closed Joint-Stock Company (OGRN 1047796750880), hereinafter
referred to as “the Principal”,
represented by Director General Bilan N.V., 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-4/1207/D-25-0380/07
as of December 14, 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-4/1207/D-25-0380/07
as of December 14, 2007


(hereinafter referred to as “the Agreement”)


for XXXXXXXXXX 200X.


 


	
  Moscow

  	
   

  	
  XXXXX XX, 200X.

  



 


New Channel Closed Joint-Stock Company (OGRN 1047796750880), hereinafter
referred to as “the Principal”,  represented by XXXXXXXXXX, acting
on the basis of XXXXXXXXXXXX, 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

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  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 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Traditional Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the placement of the
  Sponsor Advertising

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in US dollars:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  for the services on 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 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 .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.3.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 

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  Amount in US

  dollars

  net of VAT

  	
   

  	
  VAT 18%

  in US dollars

  	
   

  	
  Total amount

  in US dollars

  VAT inclusive

  	
   

  	
  RF CB

  exchange rate

  	
   

  	
  Amount in

  Russian rubles

  net of VAT

  	
   

  	
  VAT 18%

  	
   

  	
  Total amount in

  Russian rubles

  VAT inclusive

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (Bilan N.V.) stamp here

  	
   

  	
   

  	
   

  	
  (Vasiliev S.A.)

  
	
   

  	
   

  	
   

  	
   

  	
  stamp here