Andrew was formerly a senior associate with PricewaterhouseCoopers Ukraine, directing legal support for M&A transactions. He specializes in mergers & acquisitions, commercial law, real estate, investment, securities, and privatization. Andrew also has extensive experience in domestic and international tax law. Most notably, Andrew managed certain legal aspects of the acquisition of a leading Ukrainian cleaning products manufacturer by Procter & Gamble. Andrew also provided and managed all aspects of acquisition support for TATA Steel Inc, in its bid for Kryvorizhstal and other acquisitions in Ukraine. Andrew received a Doctorate of Jurisprudence from the Vanderbilt University School of Law, Nashville, USA, in 1999, and B.A. (International Relations and Russian Studies) from Lehigh University, Bethlehem, PA, USA.

"Andrew is a terrific addition to our rapidly growing Corporate Practice," observes Oleg Riabokon, the firm's Managing Partner. "His breadth of experience, diverse client base and strong industry contacts will enhance our high-value-add services to both Ukrainian companies and inbound investors that are developing and financing innovations in Ukraine," he adds.

"I share the firm's vision that lawyers from different geographic, cultural and educational backgrounds add significant value to the firm as a whole and to our ability to better serve our clients," says Andrew. "The experience of the 29 lawyers spans mergers and acquisitions, securities and capital markets, antitrust, tax, project finance, public international law, international arbitration, trade law and estates," Mr. Mac continued.

Attorneys in Magister & Partners have extensive experience in corporate transactions including intellectual property issues, public offerings, private placements, mergers and acquisitions, complex commercial and joint venture transactions, and tax planning. The arrival of Andrew marks the fifth partner to join Magister & Partners. The other partners include: Oleg Riabokon, Eugene Korniychuk, Oleh Marchenko, Sergii Sviriba.

In February 2005, Dresdner Bank Aktiengesellschaft issued USD 100 million loan participation notes for the sole purpose of funding a loan to Joint-Stock Company "The State Export-Import Bank of Ukraine", the state-owned and currently the sixth largest bank Ukraine in terms of total assets. The notes were issued with the issue price of 102.75 per cent and as from March 23, 2005 will be consolidated and form a single series with the USD 150 million 7.75 per cent loan participation notes due 2009 issued for the purpose of funding a loan to Ukreximbank in September 2004.

Magister & Partners acted as Ukrainian legal counsel to Dresdner Bank AG and UBS Limited as Joint Lead Managers on both original and additional issuances, whereas White & Case LLP advised Joint Lead Managers as to English law. Magister & Partners transaction team was lead by Yevhen Korniychuk, Partner and head of Banking & Finance Practice of the firm.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & maritime law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation and taxation.

The speakers of the conference presented investors' expectations from the government and companies, which are looking for financing. The key speakers were: Spector, Sachs & Company (Konstantyn Zubanov), Deloitte (Ivan Kompan and Ruslan Bozhko), Azhio bank (Stanislav Arzhevitin), Kvazar-Mikro (Bogdan Kupych), PZU Ukraine (Andrew Peretyazhko), Techinvest (Sergey Loboyko), EBRD (Peter Stredder), Bleyzer Foundation (Edilberto Segura), Euroventures Ukraine Fund (Lubomir Vasyl'ev), IFC (Elena Foloshina), Western NIS Enterprise Fund (Oksana Strashnaya).

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & maritime law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation and taxation.

The transaction involved the issuance by Ukrsots Finance B.V. of the loan participation notes for the purpose of funding a loan by Moscow Narodny Bank Limited to Ukrsotsbank, being the 4th largest bank in Ukraine in terms of assets, customer deposits and current accounts and loans to customers. USD 100,000,000 9.00 per cent notes will be redeemed in June 2008.

Magister & Partners transaction team was led by Yevhen Korniychuk, the Senior Partner and the head of Banking & Finance Practice of the firm.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & maritime law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation and taxation.

Oleg Riabokon, Managing Partner, thanked all the firm's staff for their profitable and selfless work and clients' for their trust and loyalty to the firm. "Our top priorities throughout the year were investing in people and providing services on the highest level. Currently, the firm employs 35 lawyers; the total staff is about 80 - bright and dedicated people" Mr. Riabokon said.

With the wishes of growth, notorious cases and outstanding success in all of the firm's activities, numerous guests released eight-dozen balloons into the sky.

The new office of the firm is situated within five-minute walk from Khreschatyk St., in a modern business-center, which meets all business requirements.

On July 4, 2005 Ukravtodor announced the winner of the tender for provision of the facility for completion of the Kyiv-Odesa highway reconstruction. Deutsche Bank AG will provide USD 100 million facility with LIBOR + 2.7% interest rate with 10 year maturity. The facility will be guaranteed by the State of Ukraine.

Also on July 4, 2005, Magister & Partners was announced as the winner of the tender for provision of the legal services related to the attraction of the facility.

In 2004, Magister & Partners represented Ukravtodor in the USD 480 million project of financing of the reconstruction of the Kyiv-Odesa highway.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & maritime law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation and taxation.

July 18th, 2005 JSC "Gazprom", NJSC "Naftogaz of Ukraine" and RosUkrEnergo AG finally settled the problem having signed a set of documents, by which 2.55 billion cubic meters of natural gas have been transferred to "Naftogaz of Ukraine" as a partial payment for the transit of the Russian in 2005.

In 2004 Magister & Partners represented Naftogaz of Ukraine in debt settlement with Russia's Gazprom for natural gas consumed during 1997-1999.The debt amounted to USD 1.62 billion.

Magister & Partners, Attorneys-at-Law represent Naftogaz of Ukraine in different projects related to debt financing and foreign investments.

Magister & Partners, founded in 1997, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

Magister & Partners represented Fortune Brands in the process of obtaining consent of the Antimonopoly Committee of Ukraine for acquisition of the main part of the Allied Domecq's business.

On July 26, 2005, the completion of the takeover, which was effected by scheme of arrangements, took place. In this transaction Magister & Partners acted as a Ukrainian legal counsel. From the Ukrainian side the transaction was lead by Mr. Oleh Marchenko, Partner with Magister & Partners and assisted by Mrs. Olga Kotenko and Mrs. Yulia Mac. "In this high-profile and challenging transaction Magister & Partners' corporate and antitrust team advised Fortune Brands on Ukrainian antitrust aspects of the acquisition and represented Fortune Brands before Antimonopoly Committee of Ukraine. The Committee granted its consent for the acquisition. We have been dealing with unique non-standard acquisition structure, raising some complex antitrust issues", commented Oleh Marchenko.

Fortune Brands has agreed to acquire several Allied Domecq spirits and wine brands related production facilities and key distribution operations from Pernod Ricard for approximately GBP 2,8 billion in cash.

As a result of this transaction, Fortune Brands will be the fourth largest spirits company in the world and will more than double its spirits and wine revenues worldwide. This transaction will allow Pernod Ricard to become the second largest spirits producer in the world.

Magister & Partners, founded in 1997, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

The 10-year USD 100 million facility under LIBOR + 2.7% interest rate was extended by Deutsche Bank AG.

The legal team working on the mentioned transaction was led by Mr. Yevhen Korniychuk, the Senior Partner with Magister & Partners and the head of Banking & Finance Practice, who was assisted by Associates Tetyana Grischenko and Kseniya Zanuda.

In 2004, Magister & Partners represented Ukravtodor and the Ministry of Finance of Ukraine in the USD 480 million project of financing of the Kyiv-Odesa highway reconstruction on its segment from Zhashkiv to Chervonoznamyanka.

Magister & Partners is a leading Ukrainian law firm in the sphere of project and structured financing. Only in the first half of 2005 the lawyers of Banking &Finance Practice of Magister & Partners provided services in the transactions in aggregate exceeding USD 3 billion.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

The First Meeting of the Work Group was held on August 30, 2005. It was headed by the Prime Minister of Ukraine. The meeting took place with the participation of the representatives of different ministries and institutions including Ministry of Transport, Ministry of Economic Affairs, Ministry of Finance, Ministry of Justice, Ministry of Foreign Affairs, Ministry of Environment, State Road Administration of Ukraine and State Land Recourses Committee. Representatives of leading construction and investment companies, organizations from Great Britain, Austria, France, Poland, Turkey and representatives of the World Bank and European Bank for Reconstruction and Development also took part in the meeting.

Mr. Yevhen Korniychuk presented main provisions of drafting of legislation on private-public partnership in the sphere of construction, reconstruction, repair and maintenance of motorways on the meeting. These provisions were prepared by Magister & Partners, Attorneys-at-Law. The Work Group determined the most effective model for the cooperation of state and private sector in motorway development. Mr. Yevhen Korniychuk said that "such a model will give opportunity to build more precise strategy of cooperation with large investment companies that in its turn will allow establishing motorway system of our country".

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

The American and Ukrainian associates reported on many issues concerning investment, finance, corporate and succession law, and also on various aspects on the cooperation between Ukrainian and American associates.

The Senior Partner with Magister & Partners, Yevhen Korniychuk, delivered a speech at the conference concerning the development of corporate and investment law in Ukraine. His speech highlighted the peculiarities of privatization, reprivatization, mergers & acquisitions in Ukraine for the current year.

Armen Hachaturyan (Shevchenko, Didkovsky and Partners) and Olga Korobko (Ukrinyurcollegium) also reported at the conference. The judges of the Supreme Court of Ukraine and of the USA took part in the conference as well as the judges of the district courts.

All the delegates of the conference agreed that this conference would give a new impetus for the further development of the partnership relations between American and Ukrainian associates.

Ukrainian-American Bar Association has already existed for a three decade period. More than 200 associates of American and Ukrainian origin belong to this organization. The Ukrainian associates who are practicing the international law are associate members with the UABA. The Association contributes greatly to the development of the Ukrainian legislation and helps to strengthen the cooperation between the associates of both countries.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

Magister & Partners acted as Ukrainian legal counsel with White & Case LLP advising Joint Lead Managers as to English law. Magister & Partners transaction team was led by Yevhen Korniychuk, Senior Partner and head of Banking & Finance Practice of the firm, assisted by Associates Tetyana Grischenko and Kseniya Zanuda.

Magister & Partners also advised Dresdner Bank AG and UBS Limited as Joint Lead Managers of the issuance of USD 250 million 7.75% loan participation notes due 2009 for the purpose of funding a loan to Ukreximbank (September 2004 and February 2005). In addition, in February 2005, Magister & Partners advised the same Joint Lead Managers on the issuance of loan participation notes for the purpose of funding a subordinated loan to Ukreximbank intended to qualify as its Tier 2 capital.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

The government has not gone so far as to offer investors compensation but it has promised to reinstate the benefits. However, a complex legislative process to do this, along with political instability, mean the outcome for investors remains uncertain.

Magister & Partners together with Freshfields Bruckhaus Deringer issued a brochure with recommendations for investors, who suffered from this abolition.

Magister & Partners and Linklaters acted as legal advisers to Ukraine in the above transaction. Previously, Magister & Partners and Linklaters represented Ukraine in a number of capital markets transactions, including, in the issuance of USD 600 million 6.875% notes of external state borrowing in March 2004 and of USD 500 million floating rate notes in August 2004. Magister & Partners also acted as a legal adviser in the issuances of USD 1 billion 7.65% notes of external state borrowing in June and October 2003 and counseled on the 2002 Exchange Offer of Ukraine and the issuance of USD 400 million amortizing notes.

Magister & Partners transaction team was led by Yevhen Korniychuk, Senior Partner and head of Banking & Finance Practice of the firm, assisted by Associates Olga Khoroshylova, Tetyana Grischenko and Kseniya Zanuda.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

This announcement and the information contained herein are not an offer of securities for sale in the United States. The Notes may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act of 1933, as amended) unless they are registered or exempt from registration. There will be no public offer of securities in the United States. The offer and sale of the Notes in certain jurisdictions may be restricted by law and therefore potential investors should inform themselves and observe any such restrictions.

The Senior Partner with "Magister & Partners", Attorneys-at-Law, Mr. Yevhen Korniychuk delivered a speech during the conference. In his speech he characterized the traditional as well as relative new financial instruments, which application is perspective for the enterprises of the oil & gas sector of Ukraine. Mr. Korniychuk noticed that the attraction by NJSC "Naftogaz of Ukraine" of the number of bilateral unsecured multimillion facilities from the international investment banks has become an example for financing oil & gas enterprises this year. These means of financing became real thanks to the attractive facility history and a high level of trust to the NJSC "Naftogaz of Ukraine" as to a long-term partner for the banks.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

The Minister handed to Magister & Partners and Linklaters, legal advisers to Ukraine in this transaction, a thank-you letter in which he expressed the Ministry's appreciation of the excellent teamwork of the Ministry's officials, the lawyers and the lead managers. V. Pynzenyk noted that the Ministry was looking forward to further fruitful cooperation with its legal advisers in other international capital market transactions.

Magister & Partners, Attorneys-at-Law, have been advising the Ministry of Finance of Ukraine since 2002 on issuances of notes of external state borrowing, issues of the state external debt servicing, and issues related to the sovereign guarantees provided under the loan facilities raised by Ukrainian borrowers (Ukravtodor, Ukrzaliznytsya, Yuzhnoye State Design Office, Production Association "Pivdenny Machine-Building Plant Named After O. M. Makarov", and other).

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

Norsk Hydro initiated the arbitration proceedings after it was excluded from the JV "Transinvestservice". The reason was non-fulfillment of its contractual obligations before the other owners due to which the joint venture did not obtain the planned income and even suffered losses, which the company refused to recover.

Despite his overloaded schedule, Mr. Ekhanurov found a possibility to testify in the case, which will impact not only substantial budgetary costs, but also prestige and investment attraction of Ukraine. The testimony took place via a video link, established between the Stockholm court and the Remote Education Center of the National Academy. The questions put to the Prime Minister related to the agreement, which, according to the representatives of the Norwegian company, Ukraine (via the State Property Fund) signed on April 19, 1996.

The yesterday testimony was preceded by the year-and-a-half-long work of the lawyers of the Ministry of Justice Department on Representation of Interests of the State in the Ukrainian Courts and Foreign Jurisdictional Bodies under the direction of Kostyantyn Krasovsky and Magister & Partners, Attorneys-at-Law. The latter also acts as the Ukrainian legal adviser for White & Case Advokat AB, which is the legal counsel of the State of Ukraine in the case. The partner of the firm, Serhii Sviriba, expressed his confidence that the testimony of Mr. Ekhanurov will help the Stockholm District Court to render a fair judgment.

Norsk Hydro was established almost 100 years ago on December 2, 1905. The main fields are energy, oil and aluminum production, agriculture. As of October 31, 2005, 43.8% of the company shares belong to the Kingdom of Norway. In Ukraine the company was to upgrade the export-import terminal "Pivdenny" for transshipment of the chemical fertilizers. However, the company never fulfilled these obligations.

The representatives of the industry have a common opinion - Ukraine is free of the interruption in the Government's price making procedure and has to be recognized as a country with the market economy. The Indexes of the economy freedom for 2005, recently published in the Wall Street Journal together with the Heritage Foundation positioned Ukraine 88th, while Russia ranked 124th and Kazakhstan - 130th. However, Russia and Kazakhstan have been recognized by the USA as countries with market economies since 2001. This unequal ranking substantially limits the competitiveness of Ukrainian products with products from Russian and Kazakhstan on world markets.

The goal of the Ukrainian delegation's visit was to inform the US government on the position of Ukrainian private business and to explain the situation within the framework of the process conducted by the US Department of Commerce concerning granting Ukraine market economy status. The final decision of the USA concerning market economy status is expected on January 23, 2006.

The Ukrainian Association of Ferrous Metallurgy Enterprises organized the trip. Magister & Partners together with Wilmer Hale acted as legal advisers to the Ukrainian delegation.

Oleg Riabokon, the head of the legal group and the member of the delegation noted, "Granting Ukraine the status of a country with a market economy has reached its final stage. In 2002 we applied to the US Department of Commerce with proof of all the factors for recognizing the economy as a market economy. However, at the time there was no support from industry and the decision was left hanging. Today all the necessary components exist -support of the companies in the USA, the support of the Ukrainian industrial lobby, as well as politically favorable atmosphere. Moreover, on December 1st the EU announced that Ukraine had a market economy. All the information that proves that Ukraine has a market economy has been provided - the time has come for a decision to be taken."

The final decision of the US on granting Ukraine a market economy status was expected on January 23, 2006. However, the US Department of Commerce decided to extend the term until February 16, 2005.

According to the US Department of Commerce, the reasons for such an extension are based on its need to investigate the economic and institutional changes that have recently occurred in Ukraine in more detail because it may have an influence on making a decision regarding Ukraine's market status.

The Department of Commerce suggested also that all interested parties submit their supplementary comments on whether there is still a need to treat Ukraine as a state with a non-market economy in regard to US antidumping proceedings. After studying the additional comments of the interested parties, the Department of Commerce will make its final decision on February 16, 2006.

It should also be noted that such an extension might have been the result of the recent appointment of David Spooner as Assistant Secretary for Import Administration of the US Department of Commerce, who needed extra time to assess the situation.

In 2002 Magister & Partners applied to the US Department of Commerce with exhaustive proof of all the factors for recognizing Ukraine's economy as a market economy. The first stage was that the EU proclaimed Ukraine as a market economy country on December 1, 2005. At the beginning of December 2005 a Ukrainian delegation headed by Valeriy Pyatnitskiy, Deputy Minister of Economy, together with leading metallurgical enterprises, represented by Dmitry Bilokurov, Executive Director of the Ukrainian Association of Ferrous Metallurgy Enterprises, Tetyana Ponomarenko (MMZ, InHOK) and Farooq Siddique (Istil) held meetings with representatives of Congress, the White House, as well as with the US Department of Commerce in order to represent Ukraine's interests in the decision on granting Ukraine a market economy status. The goal of Ukrainian delegation's visit was to inform the US government on the position of private business in Ukraine and to explain the situation within the framework of the process conducted by the US Department of Commerce concerning granting Ukraine a market economy status.

Magister & Partners together with Wilmer Hale acted as legal advisers to the Ukrainian Association of Ferrous Metallurgy Enterprises in the issue on granting Ukraine market economy status.

Magister & Partners acted as Ukrainian legal counsel with White & Case LLP advising Joint Lead Managers as to English law. Magister & Partners transaction team was led by Yevhen Korniychuk, Senior Partner and head of Banking & Finance Practice of the firm, assisted by Associates Tetyana Grischenko and Kseniya Zanuda.

In September 2005, Magister & Partners advised Credit Suisse and UBS Limited as Joint Lead Managers of the issuance of USD 250 million 6.8% loan participation notes due 2012 for the purpose of financing a loan to Ukreximbank. In September 2004 and February 2005, Magister & Partners also advised Dresdner Bank AG and UBS Limited as Joint Lead Managers of the issuances of USD 250 million 7.75% loan participation notes due 2009 and USD 40 million subordinated loan participation notes due 2010 for the purpose of funding respective loans to Ukreximbank.

Ministry of economy of Ukraine, Ministry of industrial policy, Ministry of foreign affairs of Ukraine, Embassy of Ukraine in the USA provided an overall support for making the decision concerning market economy status. However, this would have been quite difficult without the support of the Ukrainian enterprises, since the Ukrainian government did not possess enough funds to engage the lawyers, that is obligatory in the USA regarding such types of questions. The funding has been provided by the Ukrainian Association of Ferrous Metallurgy Enterprises (UkrMet) headed by its Director General Dmytry Bilokurov. The Association organized the leading Ukrainian enterprises to finance this work. Magister & Partners, Attorneys-at-Law, acted as legal advisers to the Ukrainian side and Wilmer Hale to the American side in the issue on granting a market economy status to Ukraine.

Illych Iron Steel Plant, which during the last five years has constantly supported and financed the efforts of the government regarding this question, was the most active participant on the part of the Ukrainian enterprise.

The final step in undertaking of this decision was the visit of the Ukrainian delegation headed by Valeriy Pyatnitskiy, Deputy Minister of Economy of Ukraine. The delegation consisted of the leading metallurgical enterprises, represented by Dmitry Bilokurov , Director General of the Ukrainian Association of Ferrous Metallurgy Enterprises, Tetyana Ponomarenko (MMZ, InHOK) and Farooq Siddique (Istil) in early December 2005. The delegation held meetings with representatives of Congress, the White House, as well as the US Department of Commerce in order to represent Ukraine's interests in the decision of granting Ukraine of the market economy status.

Granting Ukraine a status of a country with the market economy will have a positive effect on all Ukrainian companies, which conduct foreign economic activity in the USA. In the first instance, it will make the imposition of the antidumping measures related to the Ukrainian products more difficult and the process of carrying out the investigations more transparent. Moreover, the Ukrainian enterprises will receive an opportunity to review the existing antidumping measures on their products. Finally, the other countries, which currently do not consider Ukraine as a market economy country, i.e. Mexico, will probably change their opinion regarding this question.

Note: In 2002 Magister & Partners initiated the process of granting Ukraine a market economy status in the USA for the purpose of the trade investigations. Then the lawyers applied to the US Department of Commerce with proof of all the factors for recognizing the economy as a market economy. However, at that time there was no support from industry and the decision was left hanging.

Note: February 14, 2006 the controlling shareholder of Ukraine's Ukrsotsbank have signed a share purchase agreement for the acquisition of 85.42% of the share capital of Ukrsotsbank by Italian Banca Intesa. Banca Intesa's cumulative investment is estimated to amount to approximately USD 1,161 million.

As at December 31, 2004, Ukrsotsbank was Ukraine's fourth largest bank, with USD 1,308 million total assets.

As at September 30, 2005 Banca Intesa was a leading Italian Bank with USD 264 billion total assets. The network of Banca Intesa consists of 3,292 branches, 822 of which are situated in the Central and Eastern Europe. As at December 31, 2005 market capitalization of Banca Intesa was EUR 31 billion.

Magister & Partners, founded in 1997, Ukraine, is a law firm specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications.

The decision about the merger was taken due to the increase of the markets purposes for the legal advises: the clients need to receive a broader range of services and larger projects need more human resources. Complementarity of practices will allow to make the united firm more competitive. In 2005 the consolidated income of the both firms amounted to UAH 64 million, which is the highest declared income for the legal practices in Ukraine.

Oleg Riabokon, the Managing Partner with Magister & Partners, noticed: "Merger of the leading Litigation Practice, represented by Alexey Reznikov and Sergii Vlasenko, corresponds the firm's strategy to provide our clients with the legal services at the supreme level on the territory of Ukraine and the Russian Federation".

Sergii Vlasenko comments his point of view concerning this event: "Uniting with Magisters will complete our Litigation Practice with a first class legal services in financial, corporate and tax law. Our clients will appreciate it".

"It is important for me to work with professionals - like-minded persons. I proved this in Magisters' partners. New horizons are opening, where my knowledge and experience would be needed, however there are also possibilities for new development", - comments Alexey Reznikov.

Attorneys company "Pravis: Reznikov, Vlasenko and Partners" is top 5 leading Ukrainian law firm and is well known for representation and protection of interests of the President of Ukraine, Viktor Yuschenko in the Supreme Court of Ukraine concerning the annulment of the 2004 Presidential elections in Ukraine; legal support and representing the interests of Consortium "Investment-metallurgical union" concerning the legitimacy of OJSC "Krivorizhstal" privatization, as well as the representation of the former stakeholders of "Nikopol Ferroalloy Plant" concerning legitimacy of its privatization.

Magister & Partners, Attorneys-at-Law, has been working at the Ukrainian legal market since 1997. Every year the firm provides legal services to the projects on the total amount of USD 5 billion. The most well-known legal guides as Chambers and Partners Global and International Financial Law Review recognized the trade and finance practices of the firm as leading on Ukrainian legal market. The most well-known recent deals are legal support of the state of Ukraine and metallurgical enterprises concerning granting Ukraine a status with a market economy in EU and USA; representing the state of Ukraine together with White & Case LLP in the dispute with Norsk Hydro (a Norwegian company) concerning the annulment of the erroneous arbitration award in Stockholm District Court; acted as legal counsel in relation to the planned acquisition of Ukrsotsbank by Banca Intesa; advised, together with Linklaters, the Ministry of Finance of Ukraine on the issuance of USD 600 million notes of external state borrowing in October 2005.

Guests included top managers from prominent Ukrainian and international companies, such as ACTI Ukraine, Deutsche Bank, UMC, ING Bank, Interpipe, MTS, National Commission for Communications Regulation, NJSC Naftogaz of Ukraine, Raiffeisen Investment Ukraine, as well as the representatives of Verkhovna Rada, State Road Service of Ukraine [Ukravtodor], Ministry of Finance of Ukraine, Ministry of Economy and European Integration of Ukraine, Ministry of Justice of Ukraine, the Central Election Commission. Greetings were also received from colleagues from the legal community, namely AGA Partners, Arzinger & Partner, Baker & McKenzie, Ilyashev & Partners, Inyurpolis, KM Partners, Lavrynovych and Partners, Legas, Lexwell & Partners, Pravis, Legal Alliance, Salcom, Sergiy Koziakov & Partners, Vasil Kisil & Partners and others.

The Managing Partner of the firm Oleg Riabokon, as well as Partner Oleksiy Reznikov welcomed guests in the beginning of the evening. They noted that this was the first common celebration for the united team. It was particularly agreeable to see the success of the united firm, which currently employs more than 100 professionals, 60 of which are lawyers.

Yevhen Korniychuk, Senior Partner, announced that due to his election to Parliament and in accordance with valid legislation, he is forced to leave the firm. However, he has a high regard for the team in which he worked successfully during the last six years, and in his new position, will be pleased to help his colleagues and community accordingly. Mr. Korniychuk also stated that he will back the interests of his colleagues in the legal field within the framework of legislative initiatives.

Once the Partners had concluded their speeches, guests were presented with an entertainment program, which included performances by "Night Groove", "Perfect" and ballroom dancing couples, who performed Latin-American dances. The evening's Master of Ceremonies was DJ Pasha.

Note: Magister & Partners, Attorneys-at-Law, is one of the leading CIS-based law firms. The firm that was founded in 1997 currently employs 60 lawyers and over a hundred professionals in total. Magister & Partners is specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications. Two offices of Magister & Partners located in Kyiv and in Moscow, give a possibility to provide better assistance to leading corporations performing their activities in the Russian and Ukrainian markets. Annually our lawyers provide legal services on the deals, total amount of which exceeds USD 10 billion.

Partner with Magister & Partners, Mr. Oleh Marchenko presented possible undesirable tax consequences as well as rational means for their prevention, based on his own experience in servicing the largest agreements for the purchase of Ukrainian and foreign enterprises. Particular attention was paid to the analysis of tax optimization mechanisms when distributing dividends within a group of companies, the emergence of taxed profit or loss as a result of the transfer of shares in the process of group reorganization, etc.

Participants of the business breakfast included the directors of the Financial and Legal Departments of such companies as A.E.S. Ukraine, AIG, Danone, Dragon Capital, Golden Telecom, Zalk, Louis Dreyfus, Procter & Gamble, Toepfer Ukraine, UMC, etc. The business breakfast took place at the restaurant, "Khinkali" and was sponsored by Magister & Partners.

Magister & Partners, Attorneys-at-Law, is one of the leading CIS-based law firms. The firm that was founded in 1997 currently employs 60 lawyers and over a hundred professionals in total. Magister & Partners is specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications. Two offices of Magister & Partners located in Kyiv and in Moscow, give a possibility to provide better assistance to leading corporations performing their activities in the Russian and Ukrainian markets. Annually our lawyers provide legal services on the deals, total amount of which exceeds USD 10 billion.

Oleg Riabokon, Managing Partner with Magister & Partners, reported on "Privatization and the Corporate Restructuring of the Ukrainian Mining Complex - Legal Aspects". In his speech, he highlighted the problems facing the major financial-industrial groups involved in the Ukrainian mining complex. Using the privatization of Kryvorizhstal and the Nikopol Ferroalloy Plant as an example, Mr. Riabokon examined the course, main privatization schemes and simmering conflicts in these cases. He also spoke about the restructuring of the assets of the Ukrainian mining complex and the sources of its financing.

The leaders of such international companies as Arcelor (Luxembourg), Deloitte & Touche (CIS), HSBC (Great Britain), Midrex Technologies, Inc. (USA), Moody's (Great Britain), Nippon Steel Corporation (Japan), Ruukki (Finland), Saudi Iron & Steel Company HADEED (Saudi Arabia), World Steel Dynamics, Techint (Italy), Severstal-metiz (Russia) and others also read speeches at the summit. Ukraine was only represented by two companies - Point Carbon and Magister & Partners.

Note: Magister & Partners, Attorneys-at-Law, is one of the leading CIS-based law firms. Two offices of Magister & Partners located in Kyiv and in Moscow, give a possibility to provide better assistance to leading corporations performing their activities in the Russian and Ukrainian markets. Founded in 1997 the firm is specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications. Last year our lawyers provided legal services on the deals, total amount of which exceeds USD 10 billion.

The parties shared their opinions regarding current situation of the steel market in the EU and Ukraine. In general, there is a positive tendency of growth of the production and consumption on the EU market. However, there is a great concern of a rapid growth of import from China, which in 2005 grew from the main imported steel consumer to the stage of net exporter.

EU constantly monitors the import licenses and the volumes of supplies with the purpose of possible interference in case if a significant increase of import occurs. The parties have noticed the positive tendencies on the Ukrainian market, namely the growth of steel consumption, as well as stabilization of exports. It has been noticed, that Ukraine, in general, complies with its obligations, which were foreseen in the Steel Agreement (Agreement between the European Community and the Government of Ukraine on Trade in Certain Steel Products). However, the requirements concerning step-by-step reduction of export tariff on scrap iron and lifting of restriction on export of nonferrous scrap were highlighted by the EU party. The Ukrainian party once again assured the European Commission that metal-makers do not receive any government grants, neither any supporting programs are planned.

Afterwards the parties discussed the Agreement between EU and the government of Ukraine concerning trade of certain kinds of steel products, the term of which runs out in December 2006. According to the Agreement, the quotas on steel import from Ukraine should be annulled from the moment Ukraine joins the WTO. Additionally, there is no clear understanding when Ukraine is planning to complete all the procedures for its accession that may be a threat to the Ukrainian steel exporters after December.

The parties faced a dilemma - either to prolong the Agreement till 2007, or to apply a new mechanism, which will allow the Ukrainian producers to supply steel to the EU market without any hindrance in the framework of quotas until Ukraine's entrance to the WTO.

Taking into consideration that Ukraine is currently on the final stage of negotiations with the working group on its accession to the WTO it was agreed by the parties to hold a technical consultation regarding the future Steel Agreement in September 2006. Moreover, it is foreseen that if the process of Ukraine's entrance to the WTO is not completed by the end of this year, starting from January 1, 2007 the EU will introduce new quotas, which will allow to continue the supply of Ukrainian steel with the import licenses. The parties are expecting the increase of quotas volume in 2007 compared with 2006 (by 20-30 thousand tons).

Above all, the European Commission promised to complete the procedure of quotas transfer from 2005 (about 50 thousand tons) to 2006 in the upcoming two months, according to the Agreement.

Note: Magister & Partners, Attorneys-at-Law, is one of the leading CIS-based law firms. The firm that was founded in 1997 currently employs 60 lawyers and over a hundred professionals in total. Magister & Partners is specializing in arbitration and litigation, banking & finance, commercial transactions, corporate matters, export control & transport law, foreign investment, intellectual property, international trade law, labor & employment law, mergers & acquisitions, oil & gas, real estate, securities regulation, taxation and telecommunications. Two offices of Magister & Partners located in Kyiv and in Moscow, give a possibility to provide better assistance to leading corporations performing their activities in the Russian and Ukrainian markets. In 2005 our lawyers provided legal services on the deals, total amount of which exceeds USD 10 billion.

In Russia, the companies will operate under the brand name Magisters Legas.  The brand name of Magister & Partners will not change in Ukraine.  Currently, the Alliance unites 135 employees including 10 partners and 75 lawyers in two offices in Kyiv and Moscow.  Based on the results of first half of 2006 the joint annual turnover of the Alliance valued at USD 18 million.

Oleg Riabokon, a Managing Partner of Magister & Partners stated that the execution of the Agreement became the next step for implementation of Magister & Partners strategy regarding regional expansion of the firm on CIS market: "We are building a unified system to provide legal and advocacy services and this is the first such level agreement on the legal market on former Soviet Union territory".  "By the end of this year we are planning to decide on transition to the new integration level of our firms", says Dmitry Dyakin, Managing Partner of Legas.

Commenting the establishment of the Alliance, Mr. Dyakin also noted on the enhancement of key practices of the companies. "Litigation and arbitration practice of the Alliance will consist of more than 30 lawyers and will include the leading Ukrainian and Russian judicial teams and a joint arbitration group".  In 2005 Legas lawyers participated in 450 sittings of the court and the partners of Magister & Partners litigation practice Alexey Reznikov and Sergii Vlasenko are famous for their participation in such famous cases as disputes over the annulment of 2004 presidential elections in Ukraine and legitimacy of OJSC "Kryvorizhstal" privatization.

The clients that both law firms provide their services to on Russian market include such companies as Kone, Oriflame, Altimo, Alfa-Group, AFK System, Vnesheconombank, Gazprombank, Eurazholding, Eurokhim, , Ingosstrakh, Metchel Group, MTS, Promsviazbank, Promyshlenno-Finansovyi Bank, Renassance, Tsentrtelecom, Zarubezhneft.

About Magister & Partners, Attorneys-at-Law,

Magister & Partners (http://www.magisters.com/) is one of the leading law firms on the territory of CIS.  As a result of its longstanding cooperation with the leading Western law firms, Magister & Partners has been representing the interests of international companies that lead their businesses not only in CIS but also in Europe, North and South America.  In 2005, the lawyers of the firm provided legal services on the deals, total amount of which exceeds USD 10 billion.

About Legas Legal Solutions

Legas Legal Solutions (http://www.legas.ru/) is a Russian legal company, specializing in Litigation, Corporate and Real Estate Practices. Legas has a wide experience and a serious track record in the following activities: due diligence, litigation, mediation, claims, legal opinion, support of legal procedures, legal documentation, regulatory authority disputes, real estate appraisal, privatization and bankruptcy procedures, etc. Legas is an exclusive Russian member of International Lawyers Network, a correspondence network of law firms in more than 70 countries.

PR support provided by PRP Ukraine

Contact persons: Galyna Poshtarenko gposhtarenko@prp.com.ua, Olesya Kravchenko-Fisun okravchenko-fisun@prp.com.ua

Phone:  + 380 44 495 29 60, fax: +380 44 495 29 61

Magister & Partners legal team working on this transaction included: Banking & Finance Department - Olga Khoroshylova, Counsel, and Tetyana Grischenko, Associate; Tax Department - Oleh Marchenko, Partner.

Since 2002, Magister & Partners have been legal advisers to the Ministry of Finance of Ukraine on state external debt issues, including issuances of notes of external state borrowing (sovereign Eurobonds) and borrowings by Ukrainian entities backed by the sovereign guarantees. Previously, Magister & Partners represented Ukravtodor and the Ministry of Finance of Ukraine in relation to the two term loan facilities secured by state guarantees (USD 480,000,000 facility for the reconstruction of "Kyiv-Odesa" highway on its segment from Zhashkiv to Chervonoznamyanka extended in 2004 and USD 100,000,000 facility for the completion of the reconstruction of "Kyiv-Odesa" highway raised in 2005).

Magister & Partners, Attorneys-at-Law, (http://www.magisters.com//) is one of the leading CIS-based law firms offering the full range of legal services. We cooperate with well-known international law firms and represents the interests of multinational corporations conducting their activity on the territory of the CIS, Europe and the USA. In 2005, our lawyers provided legal services on the deals, the total amount of which exceeds USD 10 billion. In 2006, Magister & Partners, Attorneys-at-Law, merged with Pravis: Reznikov, Vlasenko and Partners, Attorneys and Counselors at Law. In Russia, the firm is represented by Law Firm Alliance Magisters Legas. Magister & Partners has 135 employees, including 10 partners and 75 lawyers in two offices: Moscow and Kyiv.