Exhibit 10.4


 


(Advertising sales agency
agreement


in respect of the placement of


advertising on the DTV
Network)


 


Addendum
No.2


to Agency Agreement No. KT-355/1208
as of December 29, 2008


(hereinafter
referred to as “the Agency Agreement”)


 


	
  Moscow

  	
   

  	
  August 6, 2009

  



 


TV DARIAL Closed Joint-Stock Company (OGRN 1027739313205), hereinafter
referred to as “the Principal”, represented by Director General Murugov V.A.
acting on the basis of the Articles of Association, of the one part, and TSV Company Closed Joint-Stock Company (OGRN
5077746859757), hereinafter referred to as “the Agent”, represented
by Director General Vasiliev S.A. acting on the basis of the Articles of
Association, of the other part, hereinafter jointly referred to as “the Parties”,
made this Addendum No.2 (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
counterparts in the Russian language, each one having equal power, one for each
Party.


 


SIGNATURES
AND SEALS BY THE PARTIES:


 


	
  Principal

  	
   

  	
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


1

















 


Schedule No. 1 to Addendum
No. 2 dated 06 August 2009


 


AGENCY  AGREEMENT  No. KT-355/1208 dated 29 December 2008


 


1.
Terms and Definitions


 


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


 


1.1.1. “Television Broadcasting”
means broadcasting by “TV DARIAL” (audiovisual messages and materials (shows,
programs, television and motion films, previews, commercials, etc.),
distributed by the Principal for general public in the Russian Federation by
technical television broadcasting means (Registration certificate SMI EL No. FS77-22443
dated 30 November 2005, Television Broadcasting Licenses TV No. 13214
dated 19 March 2008; TV No. 13155 dated 06 March 2008; TV No. 11184
dated 31 January 2007; TV No. 10168 dated 29 May 2006; TV No. 10259
dated 09 June 2006 and other television broadcasting licenses issued to
the Principal by authorized public authorities within the term of this
Agreement).


 


1.1.2.
“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.


 


1.1.3.
“Commercial clip” shall mean an audiovisual clip with
advertising.


 


1.1.4.
“Teleshopping” means commercial broadcasting with advertising
for one or several items (several products, etc.) and a contact telephone
number or any other way of communication which customers can use to order any
of advertised products. The Teleshopping lasts from 120 (One hundred and
twenty) seconds.


 


1.1.5.
“Teleshopping Commercial” means advertising materials for one
or several objects and a contract telephone number or any other communication
method which consumers can use to order the advertised product. Teleshopping
Commercials are limited on the Television Channel and may not be broadcasted
from 07.00 p.m. to 01.00 a.m. (Moscow time).


 


1.1.6.
“Television Announcement” means an advertising text recorded
on video to be broadcasted on television. The  Parties  agree  that  the  Television  Channel  does  not  broadcast  any  Television  Announcements.


 


1.1.7. “Roller Captions”
means any advertising text put over a non-advertising television show. The  Parties  agree  that  the  Television  Channel  does  not  broadcast  Roller  Captions.


 


1.1.8.
“Interactive Projects” (“interactive elements”)
means programs in which viewers can participate by telephone calls, sending
text messages, electronic messages or in any other form.


 


1.1.9.
“Sponsor Advertising” means advertising broadcasted on
condition of mandatory mentioning of any person as a sponsor.


 


1.1.10.
“Federal Advertising” means advertising (including Sponsor
Advertising and Social Advertising agreed with the Principal broadcasted for a
compensation) mandatory for broadcasting by the Television Channel in time
intervals agreed between the Agent and the Principal and distributed in
everywhere in the Russian Federation for general public by technical means of
television broadcasting.


 


Federal
Advertising may be broadcasted as commercial clips, teleshopping commercials
and in other forms.


 


1.1.11. “Regional Advertising”
means advertising mandatory for broadcasting by the Television Channel and
distributed by the Principal only in certain regions
of Russia.


 


1.1.12.
“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.


 


1.1.13.
“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.


 


1.1.14.
“Advertising Services” means broadcasting Federal Advertising
by the Principal (including Sponsor Advertising and Social Advertising broadcasted
for a compensation) on air of the Television Channel based on contracts made by
the Agent on its behalf but at the Principal’s expense. The term “advertising
services” shall not include political, regional advertising, social advertising
broadcasted for free, teleshopping and interactive projects.


 


1

















 


1.1.15.
“Customers” means advertisers (including sponsors) and other
third parties representing advertisers (including sponsors) based on
corresponding contracts.


 


1.1.16.
“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.


 


1.1.17.
“Reporting Period” means one calendar month.


 


1.1.18. “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).


 


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
Federal Advertising provided by the Agent under Customer contracts according to
this Agreement within the entire broadcasting area of the Television Channel.


 


If within the
term of this Agreement the Principal’s broadcasting area is expanded, the
Principal shall broadcast Federal Advertising in all additional broadcasting
areas.


 


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


 


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


 


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


 


From 01:00 a.m.
to 07:00 a.m. (Moscow time) the Principal shall provide the Agent with
time for Advertising at its discretion.


 


2.5.
The
Agent’s compliance with clauses 4.4., 4.7., 5.2., 5.3., 9.2. hereof and clause
1 of Additional Agreement No.1 (guarantee obligation) shall be secured by Video
International Group of Companies JSC with joint responsibility of the surety. A
surety agreement shall be signed with such surety.


 


2.6. The subject of this Agreement
shall not be the relations between the Parties, Customers and other third
parties regarding political advertising, social advertising broadcasted free of
charge, regional advertising or advertising in Teleshopping and interactive
projects.


 


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.


 


2

















 


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


 


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


 


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


 


and


 


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


 


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


 


Note: In  this  clause:


 


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


 


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


 





 


Odp


 


where:


 


CK — weighted average rate;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5.  The liability of the Agent (and, therefore,
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”.


 


3

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


3.1.4. 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 Contracts 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  Television  Channel  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 Television Channel for the first quarter 2009 and shall further provide the
Agent with a preliminary schedule of the Television Channel within the shortest
possible term after its completion.


 


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


 


The Principal
shall provide the Agent with the approved schedule of the Television Channel
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 on the following conditions:


 


·      informing the Agent of changes in the preliminary schedule of
the Television Channel within 2 (two) days after such changes are made;


 


·      informing the Agent of changes in the schedule for a calendar
week within 2 (two) calendar days prior to the effective date of such changes.


 


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 Television Channel
schedule.


 


4

















 


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
by the Television Channel.


 


3.3.1. The procedure of submitting
and broadcasting Federal Advertising is agreed by the Parties in Schedule No. 2.


 


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


 


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


 


The Parties
agree that the Agent may send to the Principal such request, Advertising
materials regarding which the Principal’s opinion is requested and in the above
case — Advertising documents, by the adapted 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 a new
electronic mail address.


 


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 Television Channel 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 by the Television Channel, which
resulted in receiving by the Agent of a claim 


 


5

















 


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 by the Television Channel according to the schedule of broadcasting
Advertising submitted by the Agent.


 


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


 


The Principal shall not be
liable under Clause 5.5 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 by the Television Channel according to the
procedure of accepting and broadcasting Advertising by the Television Channel
in Schedule No. 2 to this Agreement.


 


3.4. Rights and
Obligations of the Parties to Control Advertising Broadcasts by the Television
Channel.


 


3.4.1.  The Parties shall take any
measures required to control the complete and proper broadcasting of Advertising
by the Television Channel.


 


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 on air of the Television Channel,
changed the time and/or sequence of Commercials on air of the Television
Channel, 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 under clause 5.5 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 by the Television Channel, 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 


 


6

















 


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.


 


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


 


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


 


The Agency Fee
shall be defined on the basis of the Actual Gross Revenue of the Principal
calculated by the Parties in rubles (if the price of Advertising Services is
defined in US dollars — according to the CB RF rate as of the last day of the
reporting month) in the Report for the corresponding Reporting Period under
Clause 4.14 hereof.


 


The Agency Fee
shall be paid according to the procedure in clauses 4.4 — 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 


 


7

















 


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 accounts for the Principal
under Customer Contracts:


 


· 12% (Twelve percent) of the difference between the amounts received in
the Russian rubles at the Agent’s settlement accounts for the Principal and/or
at the Principal’s settlement accounts and the amounts returned by the Agent
and/or the Principal to the Customers’ accounts according to Customer
Contracts;


 


· 12% of the difference between the ruble
equivalent of the amounts in US dollars received at the Agent’s transit
currency accounts 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 each month the Agent
shall within 10 (ten) calendar days send to the Principal the Agent’s Report
(clause 3.1.7 hereof) in the form given in Schedule No. 4 hereto. If
necessary, the Agent shall together with the Agent’s Report submit to the
Principal additional information on fulfilling the Principal’s requests in the
form agreed by the Parties in due course.


 


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


 


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


 


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


 


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


 


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


 


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


 


·              amounts
which the Principal returned to Customers including VAT;


 


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


 


·      amounts paid to the Agent (retained by 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.


 


8














 


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


 


Warranties
of the Agent:


 


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


 


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


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


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


 


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. 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 (thirty)
days after signing the report.


 


5.4.
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.


 


5.5. 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.


 


5.6. The Principal shall not be
liable for any failure to broadcast Advertising by the Television Channel
caused through the Agent’s fault and the Agent shall on its own settle any
Customer’s claims in such cases.


 


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


 


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


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


 


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


 


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


 


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


 


9

















 


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


 


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


 


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


 


5.12.  If any Advertising materials were not
broadcasted by the Television Channel 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 (or according to a letter from the
Agent — to the corresponding Customer) 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 (including all television programs of the New Year’s night).


 


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


 


The Party cancelling
this Agreement in advance shall pay the other Party a termination fee of 12% of
the Principal’s Actual Gross Revenue for six full calendar months prior to the
month of pre-term cancellation.


 


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 written 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, Signatures and Seals of the Parties


 


	
  The
  Principal:

  	
   

  	
  The
  Agent:

  
	
  “TV DARIAL” Joint-Stock Company

   

  Address:
  129515,

  Moscow, 4, Akademika Koroleva Street,

  bld. 4

  Actual
  address: 129226, Moscow, 16, Dokukina Street, bld.1

  OGRN
  1027739313205,

  INN
  (Taxpayer’s identification number) 7716143718, KPP
  771701001

  S/a
  40702810501600000917

  with ALFA-BANK
  JSC, Moscow

  c/a
  30101810200000000593,

  BIC
  0044525593.

  «TV DARYAL»
  ZAO

  16, Dokukina
  Str., 1, 129226, Moscow, Russian Federation,

  Foreign
  currency account 40702840101600000196

  Transit
  account 40702840601603000198

  with
  ALFA-BANK JSC, Moscow

  c/a
  30101810200000000593,

  BIC
  044525593

  (SWIFT
  ALFARUMM code CHASUS33, correspondent account # 400 92 70 98 with JPMorgan
  CHASE BANK, New York, 4, New York Plaza, N.Y. 10004, USA).

  	
   

  	
  “Kompaniya
  TSV” Joint-Stock Company

   

  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
  Kievskoye Branch No.5278

  of the
  Savings Bank of Russia JSC, Moscow

  c/a 30101810400000000225,

  BIC
  044525225.

  Beneficiary
  Account: 40702840038261010108

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

  SWIFT: SABR
  RU MM.

  



 




	
  For
  the Principal

  	
   

  	
  For
  the Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  V.A. Murugov Seal here

  	
   

  	
  S.A. Vasiliev Seal here

  






 


11

















 


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


 


Agreement  dated 29 December 2008


to  Agency  Agreement  No. KT-355/1208 dated 29 December 2008


 


	
   

  	
  City of Moscow

  	
  06 August 2009

  



 


“TV DARIAL” Closed Joint-Stock
Company (OGRN 1027739313205),
hereinafter referred to as the “Principal”,
represented by its General Director V.A.Mugurov, acting on the basis of the
Charter, on the one part, and


 


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


 


hereinafter collectively referred to as the “Parties”, have signed this Agreement to Agency Agreement No.
KT-355/1208 dated 29 December 2008 (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 2009, 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 Federal Advertising (hereinafter — “ASBAT for
Federal Advertising”) and maintain its proper functioning.


 


The Principal may use the ASBAT for Federal
Advertising for media planning (making schedules for Federal 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 Television Channel, the Agent shall define
comprehensive social, 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 research shall be executed as a
written report and submitted to the Principal in the first quarter of the year
following the reporting year.


 


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


 


The results of such research 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 Television
Channel.


 


·                                         Identifying target groups for:


·                                         advertising events (advertising blocks, advertising stops);


 


1

















 


·                                         television  events (shows);


·                                         time  intervals.


·                                         Television preferences of the Television Channel audience.


 


The results of such
survey shall be executed as a written weekly report (within 20 days 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
Federal Advertising:


 


1.4.1. transfer information from the Television
Channel schedule received from the Principal on paper (and/or electronic media)
to the ASBAT for Federal Advertising and correct any earlier entered
information based on the information received from the Principal regarding
changes in the Television Channel broadcasting schedule.


 


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


 


1.4.3. After broadcasting shows and advertising
blocks bring the schedule of the Television Channel in compliance with its
actual broadcasting: correct the time of broadcasting television shows,
advertising blocks, etc.


 


1.4.4. plan and optimize advertising campaigns
broadcasted by the Television Channel in the current mode in the ASBAT for
Federal Advertising:


 


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


· inspect, correct and adjust schedules for
broadcasting Federal Advertising submitted by third parties (advertisers or
their representatives acting under corresponding agreements) and transfer final
information to the ASBAT for Federal Advertising;


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


 


1.4.5. create and constantly update in the ASBAT for
Federal 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 Television Channel verify compliance of advertising
information in the corresponding advertising blocks with the creative concept
and editorial policy of the Principal.


 


1.6. provides consulting
services in planning the Television Channel schedule:


 


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


 


1.6.2. regulate Federal
Advertising amount.


 


1.7. adapt adverting and
information materials accepted for broadcasting under transactions made by the
Agent including bringing them in compliance with requirements and restrictions
of advertising laws of the Russian Federation.


 


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


 


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


 


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


 


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


 


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


 


2

















 


1.12. deliver video-media with recorded Advertising to
the Principal’s location (Moscow,  16
Dokukina Street, bld.1, 2nd floor Video Library).


 


1.13.  provide
information for making editorial scripts of the Television Channel schedule for
Federal Advertising.


 


1.14. provide information for broadcast references for
all advertising campaigns broadcasted by the Television Channel subject to the
information of the Independent Monitoring Company.


 


1.15. arrange and handle dispute resolution and claims
under contracts with customers violating their obligations 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.


 


1.16. 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 Television Channel under transactions made by
the Agent.


 


2. For any actions/activities under clause 1 hereof the Agent may hire
third parties while being responsible for their actions to the Principal. Any
payment for such services by third parties shall be made as prescribed by
clause 3 hereof.


 


3.
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.


 


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


 


5. This Agreement shall take effect upon signing and
shall form an integral part of the Agency Agreement.


 


Signatures and Seals of the
Parties:


 


	
  The Principal:

  	
   

  	
  The Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (V.A. Murugov) Seal here

  	
   

  	
  (S.A. Vasiliev) Seal here

  



 


3

















 


Additional
Agreement No. 1 dated 29 December 2008


to  Agency  Agreement  No.
KT-355/1208 dated 29 December 2008


 


	
   

  	
  City of
  Moscow

  	
  06
  August 2009

  



 


“TV
DARIAL” Closed Joint-Stock Company (OGRN 1027739313205), hereinafter referred to as
the “Principal”, represented by its General
Director V.A.Mugurov, acting on the basis of the Charter, on the one part, and


 


“Kompaniya
TSV” Closed Joint-Stock Company (OGRN 5077746859757), hereinafter referred to as
the “Agent”, represented by its General
Director S.A. Vasiliev, acting on the basis of the Charter, on the other part,
hereinafter collectively referred to as the “Parties”,
have made this Additional Agreement No. 1 (hereinafter — “Additional Agreement”)
to Agency Agreement No. KT-355/1208 dated 29 December 2008 (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 shall guarantee to
the Principal the payment at its expense of the amounts overdue for the
Advertising Services from 6.00 a.m. (Moscow time) on 01 January 2009 under
Customer Contracts made directly by the Agent during the term of the Agency
Agreement subject to existence of each of the following conditions:


 


1.1. 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.);


 


1.2. 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;


 


1.3. 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.


 


1.4. 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.


 


1.5. 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 31 March of each calendar year of the Agency
Agreement term 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 Agency.


 


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 obligations 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 Agreement.


 


2

















 


Signatures
and Seals of the Parties:


 


	
  The Principal:

  	
   

  	
  The Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (V.A. Murugov) Seal here

  	
   

  	
  (S.A. Vasiliev) Seal here

  



 


3














 


Schedule
No.1 as of December 29, 2008


to
Agency Agreement No. KT-355/1208 as of December 29, 2008


 


	
  Moscow

  	
  August 6,
  2009

  



 


TV
DARIAL Closed Joint-Stock Company (OGRN 1027739313205), hereinafter referred to as “the Principal”, represented by Director General Murugov
V.A., acting on the basis of the Articles of Association, of the one part, and


 


TSV
Closed Joint-Stock Company (OGRN 5077746859757), hereinafter referred to as “the Agent”, represented by Director General Vasiliev S.A.,
acting on the basis of the Articles of Association, of the other part,
hereinafter jointly referred to as “the Parties”,
signed this Schedule No.1 (“Schedule”) to
Agency Agreement No. KT-355/1208 as of December 29, 2008 (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.


 


The Parties
shall agree upon basic factors to be taken into account by defining the
contract price of Services with respect to placing Federal Advertising on the
air of the TV-channel by the Agent’s negotiating agreements with Customers.


 


1. When making
a transaction 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’ costs (budgets) for marketing services and
advertising placement in various mass-media, including television, in the
former, 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.
Broadcast environment of the TV-channel (account of programs on the air of
other TV-channels at the same time).


 


3.2.3. Change
of Principal’s technical capabilities.


 


·                                          Population reach gain due to
the signal quality improvement.


·                                          Population reach gain due to
transmitting equipment power amplification.


·                                          Possible emergence of new
regional stations in the TV-channel network.


·                                          Acquisition of licenses for
new broadcasting bands.


 


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


 


3.2.5. Actual
and predicted ratings of time intervals, programs and advertising blocks of the
TV-channel 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 on-air event, to the total number of people belonging to the
target audience technically capable of watching the corresponding program
(on-air 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
scheduled viewing grid of the TV-channel with 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. The
target groups 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


·                                          25-54 All


·                                          6+ All


 


Digits denote
age limits.


 


3.4. Planned
reach of the advertising campaign.


 


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


 


3.5. Planned
average Frequency.


 


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


 


3.6. Special
provision of a particular agreement:


 


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


 


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


 


3.7.          Positioning.


 


Positioning
suggests 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 suggests 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 suggests placing the promotional and information materials by
selecting programs and dates independently from the Customer taking into
account specified consolidated positions of the advertising order (planned
efficiency level, distribution of the advertising over the TV-channel broadcasting
depending on the time of day and etc).


 


3.10.        Seasonality of conducting advertising
campaigns.


 


Seasonal
fluctuations of demand for the placement of the promotional and advertising
materials on the air of the TV-channel on the part of the Customers.


 


3.11.
Competitiveness of conducting advertising campaigns.


 


·              Rendering of advertising materials positioning services
subject to the Customer’s requirement with respect to the absence of
competitive products or competitors’ advertising 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 on the
air of the TV-channel.


 


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 on the
air of the TV-channel 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 advertising spot 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:


 


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov
  V.A.) stamp here

  	
   

  	
  (Vasiliev
  S.A.) stamp here

  



 

















 


Schedule No.2 as of December 29,
2008


(Procedure for Providing and Placing
the Federal Advertising)


to Agency Agreement No. KT-355/1208
as of December 29, 2008


 


	
  Moscow

  	
  August 6, 2009

  



 


TV DARIAL Closed Joint-Stock Company (OGRN
1027739313205), hereinafter referred to as “the Principal”, represented by Director
General Murugov V.A., acting on the basis of the Articles of Association, of
the one part, and


 


TSV Closed Joint-Stock Company (OGRN 5077746859757), hereinafter referred to as “the Agent”,
represented by Director General Vasiliev S.A., acting on the basis of the
Articles of Association, of the other part, hereinafter jointly referred to as “the Parties”, signed this Schedule No.2 (hereinafter referred to as “the Schedule”) to
Agency Agreement No. KT-355/1208 as of December 29, 2008 (hereinafter
referred to as “the Agency Agreement”) as follows:


 


This
Schedule shall determine the interaction between the Agent and the Principal in
the course of preparing, processing and broadcasting the Federal Advertising
(including Sponsor Advertising and Public Service Advertising approved by the
Principal and distributed on a remuneration basis), 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. Federal Advertising Acceptance And Broadcast:


 


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


 


1.2. The Agent representatives shall provide the Principal (at address:
Moscow, ul. Dokukina 16, bld. 1) with the Cassettes containing the Advertising
visual and accompanying documentations (Application
Form for advertising spots) according to the following
schedule:


 


	
  Advertising schedule submission 

  day

  	
   

  	
  Cassettes submission time

  	
   

  	
  Advertising broadcast day

  
	
  Monday

  	
   

  	
  17:00

  	
   

  	
  Next Friday

  
	
  Tuesday

  	
   

  	
  17:00

  	
   

  	
  Next Saturday, Sunday

  
	
  Wednesday

  	
   

  	
  17:00

  	
   

  	
  Next Monday

  
	
  Thursday

  	
   

  	
  17:00

  	
   

  	
  Next Tuesday, Wednesday

  
	
  Friday

  	
   

  	
  17:00

  	
   

  	
  Next Thursday

  



 


The Principal shall inform
the Agent well in advance of the materials submission deadline change on public
holidays.


 


1.3.          The
Cassette with the Advertising visual shall be accompanied by the Application
Form.


 


The Application form shall
specify the following data:


 


·                  Cassette number;


·                  start and end time codes of the Advertising spot (within the accuracy of
a frame);


·                  name of the Advertising spot and version;


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


·                  Advertising spot ID.


 


The running time of the
Advertising spot shall be precisely divisible by 5 (five) seconds.


 


1.4. The Advertising visual
shall comply with GOST-7845-92 specifications, OST-58-10-87 specifications,
PTE-2001 p.1 “Television” specifications, as well as requirements to
TV-recording imposed by the Principal and Television Technical Center Quality
Control Department.


 


1.5. In the event of an exigency to urgently re-cut
already completed Advertising blocks the Agent shall provide the Principal
(on-air distribution service) with Re-cutting Applications. Re-cutting shall be
performed only if the Principal has a technical capability to do it.


 


1.6. In the event an Advertising visual does not meet
the requirements specified in Clause 1.4. of this Schedule, the Principal
(on-air distribution service) shall immediately (within 24 hours) inform the
Agent of every such case.


 


The
visual may be replaced by the Agent in case the terms specified in Clause 1.5.
of this Schedule are not violated.


 


1

















 


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 Federal Advertising
placement (hereinafter referred to in the text as “Federal 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:


 


·                  TV-channel viewing grid with specified open Advertising volumes;


·                  total time allotted for Advertising and filled by the Advertising in the
advertising spots schedule;


·                  Advertising blocks filling;


·                  commodity class, to which the advertised product belongs;


·                  Business Customer;


·                  information on using Russian and foreign products in the advertising
spots.


 


2.3. The Agent shall provide the Principal with
an electronic Application for placing Federal Advertising by means of the
Special Report installed on the remote workstation of the Principal’s manager.


 


2.4. Principal’s managers shall download the
electronic Application for Advertising placement according to the following
schedule:


 


	
  Advertising schedule submission 

  day

  	
   

  	
  Advertising schedule submission 

  time

  	
   

  	
  Advertising broadcast day

  
	
  Monday

  	
   

  	
  12:00

  	
   

  	
  Next Friday

  
	
  Tuesday

  	
   

  	
  12:00-13:00

  	
   

  	
  Next Saturday, Sunday

  
	
  Wednesday

  	
   

  	
  12:00

  	
   

  	
  Next Monday

  
	
  Thursday

  	
   

  	
  12:00

  	
   

  	
  Next Tuesday, Wednesday

  
	
  Friday

  	
   

  	
  12:00

  	
   

  	
  Next Thursday

  



 


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 viewing grid (in which or before which
program the advertising block is placed);


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


·                  Cassette
number where the advertising spot is recorded, time code on the Cassette and
advertising spot ID;


·                  Advertising
spot positioning, if available;


·                  order
of advertising spots 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:


 


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


2

















 


Schedule 3


(Procedure for Sponsor Advertising
Placement)


to Agency Agreement No. KT-355/1208
as of December 29, 2008


 


	
  Moscow

  	
  August 6, 2009

  



 


TV DARIAL Closed Joint-Stock Company (OGRN
1027739313205), hereinafter referred to as “the Principal”, represented by Director
General Murugov V.A., acting on the basis of the Articles of Association, of
the one part,


 


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


 


hereinafter jointly referred to as “the
Parties”, signed this Schedule No.3 (hereinafter referred to as “the Schedule”)
to Agency Agreement No. KT-355/1208 as of December 29, 2008
(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.


 


·      Pursuant to the Agency Agreement provisions the Parties shall
agree upon the procedure for placing the Sponsor Advertising on the air of the
TV-channel under conditions specified in this Schedule.


 


2. Sponsor Advertising placement on the air of the TV-channel shall be
performed as follows:


 


2.1. Prior to negotiating a service agreement for distributing the
Sponsor Advertising the Agent shall preliminary coordinate with the
corresponding Customer and the Principal the advertising placement conditions
(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 on the air of the TV-channel 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 from the Agent the application (letter of guarantee) 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 on the air of the TV-channel based
on the Agent’s application as follows:


 


1

















 


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 (time code) 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.


 


The placement of the Sponsor Advertising by the Principal on the air of
the TV-channel 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 on the air of the TV-channel by
means specified in this sub-clause shall be performed as follows:


 


2.3.3.1. The Principal shall address to the producer the corresponding
application for placing the Sponsor Advertising 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 TV-channel broadcast according to the viewing grid.


 


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 from the Principal the materials 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 sub-clause, 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 on the broadcasting of
the Program with the corresponding Sponsor Advertising placed on the TV-channel
by means of the Program interrupt not later than the 15th day of the month following the month of the
services provision. In case the Agent needs to obtain the Program tape with the
Sponsor Advertising, the Agent shall file a written application for the
production of the above mentioned tape to the Principal.


 


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


 


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


 


2

















 


SIGNATURES AND SEALS BY THE
PARTIES:


 


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 


3














 


Schedule No.4 as of December 29, 2008


to Agency Agreement No. KT-355/1208
as of December 29, 2008


 


	
  Moscow

  	
  August 6, 2009

  



 


TV DARIAL Closed Joint-Stock Company (OGRN
1027739313205), hereinafter referred to as “the Principal”, represented by Director
General Murugov V.A., acting on the basis of the Articles of Association, of
the one part, and


 


TSV Closed Joint-Stock Company
(OGRN 5077746859757), hereinafter referred to as “the Agent”, represented by Director General
Vasiliev S.A., acting on the basis of the Articles of Association, of the other
part, hereinafter jointly referred to as “the
Parties”, signed this Schedule No.4 (hereinafter referred to as “the
Schedule”) to Agency Agreement No. KT-355/1208 as of December 29,
2008 (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. The
Parties came to an agreement with respect to approving the following form of
Agent’s report (hereinafter referred to as “the Report”), submitted by the
Agent to the Principal according to the procedure and deadlines specified in
Clause 4.13. of the Agency Agreement.


 


	
   

  	
  To Director General of

  	
   

  
	
   

  	
  TV DARYAL ZAO

  	
   

  
	
   

  	
  XXXXXXXXXXXX

  	
   

  



 


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


 


under Agency Agreement No. KT-355/1208 as of December 29,
2008


 


Pursuant to the conditions of the Agency Agreement No.KT-355/1208 as of
December 29, 2008 (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 for placing Advertising on the air of the
TV-channel in the XXXXX accounting period:


 


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 Federal Advertising placement (hereinafter
referred to in the text as “Federal 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 Federal Advertising CASAPT, and performed
the automatic placement of floating advertising orders (Clause 1.10 of the
Addendum to the Agency Agreement), composed and continuously renewed in the
Federal Advertising CASAPT catalogues 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
TV-channel viewing grid 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 Federal Advertising blocks.


 


1.3. Following the broadcast of the programs and advertising blocks
with the Federal Advertising provided under the transactions specified in
Clause 1 of this Report, the Agent brought the scheduled viewing grid into
correspondence with the actual broadcast: adjusted the time of the programs and
advertising blocks broadcasting, and performed other actions aimed at bringing
the TV-channel’s viewing grid in correspondence with its actual broadcasting.


 


1.4. Calculated the predicted ratings and their adjustment on the basis
of analysis of the actual Federal 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 Federal 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
Federal Advertising with the creative concept and editorial policy of the
Principal.


 


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


 


2.3. Performed the adjustment of the Federal 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 Federal Advertising.


 


2.5. Delivered the promotional materials containing the Federal
Advertising to the following address: 
Moscow, ul. Dokukina 16, bld. 1, and pursuant to the Procedure for
Providing and Placing the Federal Advertising approved by the Agent and the
Principal in Schedule No.2 to the Agency Agreement.


 


2.6. Prepared the digital archive of the Federal Advertising (pursuant
to Clause 1.8. 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 on the
air of the TV-channel, 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 on-air
references with respect to the Federal Advertising campaigns.


 


3.3. Provided data for the preparation of cue sheets for the
broadcasting schedule of the Federal Advertising placement on the air of the
TV-channel.


 


4. Performed the following actions in the course of carrying out
Principal’s commission with respect to rendering services for placing the
advertising on the air of the TV-channel:


 


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


 


4.1.1. Carried out investigation XXXXXXXXXXXXXXXXXXX.


 


4.1.2. Carried out investigation XXXXXXXXXXXXXXXXXXX.


 


4.2. Pursuant to Clause 1.6 of the Addendum to the Agency Agreement
provided the Principal with the counseling assistance by scheduling the
TV-channel viewing grid.


 


4.3. Performed claims activity with the Customers tat 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.


 


 


	
  Position name of the Agent’s authorized person

  	
   

  	
   

  	
  /XXXXXXXX/

  
	
   

  	
   

  	
  stamp here

  	
  Full name

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Senior Accountant

  	
   

  	
   

  	
  /XXXXXXXX/

  
	
   

  	
   

  	
  stamp here

  	
  Full name

  



 


 


	
   

  	
   

  	
   

  	
   

  	
  Schedule No.1 as of XXXX XX, 200X

  
	
   

  	
   

  	
   

  	
   

  	
  to the Agent’s Report No.XX  as of XXXX XX, 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 No.

  	
   

  	
  Document Date

  	
   

  	
  Customer Name

  	
   

  	
  Brand Name

  	
   

  	
  Principal’s

  services cost for

  the advertising

  placing

  	
   

  	
  incl. VAT 18%

  	
   

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  
	
  TOTAL

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  



 


	
  XXXXXXXXXXXXXXX

  	
   

  	
    /XXXXXXXX/

  
	
   

  	
   

  	
   

  
	
  Position name and signature of the Agent’s authorized representative

  	
  Signature

  	
     Full name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senior Accountant

  	
   

  	
     /XXXXXXXX/

  
	
  Stamp here     

  	
  Signature

  	
  Full name

  



 


 


	
  Schedule No.2 as of XXXX XX, 200X

  
	
  to the Agent’s Report No.XX

  
	
  as of XXXX XX, 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

  	
   

  	
  Brand Name

  	
   

  	
  Outstanding Amount

  	
   

  	
  incl. VAT 18%

  	
   

  	
  Date of the

  claim

  Submission

  	
   

  	
  Comments

  	
   

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  
	
  XXXXXXXXXXXXXXX

  	
   

  	
  XXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  	
  XXXXXXX

  	
   

  	
  XXXXXXXX

  	
   

  



 

















 


	
  XXXXXXXXXXXXXX

  	
   

  	
    /XXXXXXXX/

  
	
   

  	
   

  	
   

  
	
  Position name and signature of the Agent’s authorized representative

  	
  Signature

  	
     Full name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Senior Accountant

  	
   

  	
     /XXXXXXXX/

  
	
  Stamp here     

  	
  Signature

  	
  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 provision 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:


 


	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here

  



 

















 


Schedule
No.5  

to Agency Agreement No. KT-355/1208 as of December 29, 2008




	
  Moscow

  	
  August 06,2009

  



 


TV DARIAL Closed Joint-Stock
Company (OGRN 1027739313205),
hereinafter referred to as “the Principal”,
represented by Director General Murugov V.A., acting on the basis of the
Articles of Association, of the one part, and TSV
Closed Joint-Stock Company (OGRN 5077746859757), hereinafter
referred to as “the Agent”,
represented by Director General Vasiliev S.A., acting on the basis of the
Articles of Association, of the other part, hereinafter jointly referred to as “the Parties”, signed this Schedule No.5
(hereinafter referred to as “the Schedule”) to Agency Agreement No. KT-355/1208
as of December 29, 2008 (hereinafter referred to as “the Agreement”) as
follows:


 


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


 


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
Agency Agreement.


 


“ACT


 


under Agency
Agreement No. KT-355/1208 as of December 29, 2008


 


(hereinafter
referred to as “the Agreement”)


 


for XXXXXXXXXX
200X.


 


	
  Moscow

  	
  XXXXX XX, 

  200X.

  



 


TV DARYAL Closed Joint-Stock
Company (OGRN 1027739313205),
hereinafter referred to as “the Principal”, represented by XXXXXXXXXX, acting
on the basis of XXXXXXXXXXXX, of the one part, 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
Federal Advertising on the air of the TV-channel (hereinafter referred to as
“the Advertising Placement Services”, “Traditional Advertising”), provided by
the Principal in the specified accounting period (Agent’s Report as of XXXXXXXXX
XX, XXXX).


 


The Principal’s instructions 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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers making
  payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers making
  payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1.2. Unpaid 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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.1. Initial advance payments of the Customers

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.3. Cash inflow

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received as advance
  payment

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cash inflow from
  the Customers making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  to Customers
  making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.5. 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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Advances of the
  Customers making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Indebtedness of
  the Customers making payments in US dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4. Settlement of accounts between the Principal and the
  Agent

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.1. Retained on the
  Agent’s settlement account in payment for the Agent remuneration pursuant to
  Clause 4.9. of the Agency Agreement.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 
  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.4.3.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:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
   

  	
  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

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  undertransferred as of
                  
  200.

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  received in
                        
  200  .

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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 profit

  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 retained on 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 by the
Parties.


 


Signatures and Seals 

by the Parties:


 




	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Stamp here

  	
   

  	
  Stamp here

  
	
   

  	
   

  	
   

  
	
  /XXXXXXXX/

  	
   

  	
  /XXXXXXX/

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  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 Agency Agreement.
This Schedule shall be deemed an integral part of the Agency Agreement.


 


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


 


Signatures and Seals

by the Parties:


 




	
  Principal:

  	
   

  	
  Agent:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Murugov V.A.) stamp here

  	
   

  	
  (Vasiliev S.A.) stamp here