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angle-left null Prospectus Published by JSC TransContainer
12.11.2010

Prospectus Published by JSC TransContainer

NOT BE DISCLOSED, PUBLISHED OR DISTRIBUTED, IN PART OR IN WHOLE, IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.

THIS STATEMENT AND THE INFORMATION CONTAINED HEREIN ARE LIMITED IN DISTRIBUTION AND ARE NOT INTENDED FOR DISCLOSURE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN PART OR IN WHOLE, IN OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHOSE LEGISLATION PROHIBITS SUCH ACTS. THIS STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR A CALL TO PURCHASE SECURITIES OR A SUBSCRIPTION TO SECURITIES IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN. PLEASE READ THE IMPORTANT NOTICE GIVEN AT THE END OF THIS STATEMENT.

This press release is not a prospectus, and investors should not submit bids for, or acquire, shares (including shares represented by Global Depositary Receipts) or other securities specified herein otherwise than in accordance with the prospectus published on 9 November 2010 by JSC TransContainer in connection with the listing of its shares represented by Global Depositary Receipts in the UKLA Official List. The prospectus is available in hard copy in the registered office of JSC TransContainer. This press release is neither an advertisement, nor an offer or part thereof, nor an invitation to make offers to acquire, or subscribe for, shares (including shares represented by Global Depositary Receipts) or other securities issued by JSC TransContainer; parts hereof or the distribution of this press release may not be used in connection with any agreement or investment decision with regard to acquisition of such shares. This press release is not a recommendation by JSC TransContainer with regard to any securities.

For Immediate Release 12 November 2010

Prospectus Published by JSC TransContainer

On 9 November 2010, JSC TransContainer published its prospectus in connection with admission of its shares in the form of global depositary receipts to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market.

The prospectus is published on the web-site of TransContainer in Section “To Shareholders”.

Important Notice 
The information in this press release does not contain or constitute an offer or invitation to offer, sell, purchase, exchange or transfer depositary receipts in the Russian Federation either for the benefit or in the interests of any Russian person or persons within the territory of the Russian Federation. This information is also not an advertisement for any depository receipts in the Russian Federation. Depositary receipts have not been and will not be issued for public placement and (or) circulation in the Russian Federation and may not be offered to any persons in the Russian Federation, except in cases provided for by Russian legislation.

This press release and proposals (if any are made) are addressed solely to persons who are in the territory of states in the European Economic Area which have implemented the Directives on Prospectuses (hereinafter, each of them is the "corresponding member states") and are qualified investors within the meaning of the provisions of Article 2 (1) (e) of the Directives on Prospectuses (Directive 2003/71/EC) (hereinafter – "the qualified investor "). Every person initially acquiring any securities, or who may be made an offer of securities, shall be considered as providing assurances, evidence and agreement of the fact that s/he is a qualified investor.

The information in this press release is not intended for disclosure, publication or distribution, whether in part or in whole, in the United States of America. This press release does not contain or constitute an offer for the sale (or an enquiry about the purchase) of securities in the United States of America. The securities referred to in this press release have not been and will not be registered in accordance with the provisions of the U.S. Securities Act of 1933 (hereinafter together with the subsequent changes and additions "the Securities Act") and may not be offered for sale to or sold in the United States without registration under the Securities Act or an exemption from the requirement for registration under the Securities Act or in a transaction to which the requirements for registration in accordance with the Securities Act do not apply.

The present communication is distributed only among individuals and is intended solely for individuals (i) outside the territory of the United Kingdom of Great Britain and Northern Ireland or (ii) who are professional investors within the meaning of the provisions of Article 19 (5) of the 2005 Supplement in accordance with Financial Services and Markets Act (Financial Proposal) Regulations 2000 (hereinafter – "the Supplement") and (iii) are legal entities with a high net worth which fall under the provisions of Article 49 (2) of the Supplement (all such persons hereinafter collectively designated as "relevant persons"). Any investment or investment activity to which this message relates will be available only to relevant persons and will be executed only with relevant persons. No persons other than relevant persons should act in accordance with this document or its contents or to rely on this document or its contents.

Neither the Company nor the Arrangers, nor TKB Capital (JSC), nor their respective affiliates, have not committed any act that would allow an offer of securities, the availability for the disposal or dissemination of this press release or of materials concerning the proposal or advertisement of securities in any jurisdiction where such action is required for this purpose. The Company and the Arrangers require persons in possession of this press release to notify the Company and the Arrangers about any such restrictions, and also to observe any such restrictions.

The companies J.P. Morgan Securities Ltd. and Morgan Stanley & Co. International plc, as well as the CJSC Investment Company Troika Dialog and TKB Capital (JSC), act in connection with the Offer solely in the interests of JSC TransContainer and Russian Railways, and no other persons. These companies will not consider any other persons (regardless of whether they are recipients of this statement) as relevant clients and will not be held responsible to any persons (except JSC TransContainer and Russian Railways) for the protection to be provided to their respective clients or for providing consultancy services in relation to the Offer, as well as to the contents of this notice or transactions or arrangements referred to herein.

In connection with the offering, Morgan Stanley (“Stabilization Manager”) (or any of its agents) may (but will be under no obligation to) effect transactions with Global Depositary Receipts with a view to supporting the market price of the Global Depositary Receipts at a level higher than that which might otherwise prevail in the open market. The Stabilization Manager (or any of its agents), however, cannot guarantee that such stabilizing measures will be taken. Such stabilising measures may not be commenced before the day when the final price of the Global Depositary Receipts is officially disclosed (the date of this announcement), and, if commenced, they may be discontinued at any time, but not later than 30 days after the final price of the Global Depositary Receipts is officially disclosed. The Stabilization Manager (and any agent of any Stabilization Manager) must take all stabilizing measures in compliance with all applicable laws and rules. Unless otherwise required by law or a regulatory act, neither the Stabilization Manager, nor its agents intend to disclose the scope of any stabilizing measures made with regard to the Offer.

The information in this press release is limited in distribution and is not for distribution in part or in whole in Australia, Canada or Japan.
 
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Forecast Nature of Statements: Some information contained in this press release may contain assumptions or statements of forecast nature regarding future events in the Company or its future financial performance. Such statements of forecast nature feature such verbs as “expect”, “believe”, “forecast”, “estimate”, “intend”, “will”, “could”, “may” or “might” and the above verbs in negative form, or other similar expressions. Such statements are but an expression of preliminary calculations, and actual events or performance may prove materially different. The company is not intending to assume and is not assuming any obligations to update such statements to reflect events and circumstances that will take place after the date of this statement, or to reflect any contingencies. Multiple factors may cause material difference between actual results and the estimates given in the assumptions of the Company or in its statements of forecast nature, including, but not limited to, the overall economic and market situation, competitive environment of the Company, risks inherent to operations in Russia, sudden operating and market changes, and other factors directly related to the Company and its operations.