STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP

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STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP
STRATEGIC ACQUISITION
OF LEADER-INVEST BY
ETALON GROUP

19 February 2019

                        0
STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP
DISCLAIMER                                                       IMPORTANT: YOU MUST READ THE FOLLOWING
                                                                 BEFORE CONTINUING

This presentation has been prepared by Etalon                independently verified. Neither Etalon nor any other     and other unknown future events and circumstances
Group plc (“Etalon”) in connection with the proposed         Relevant Party makes any representation or               which can cause results and developments to differ
acquisition by Etalon of Leader-Invest JSC. By               warranty, express or implied, as to, and accordingly     materially from those anticipated. Nothing in this
attending (whether in person or by webcast or by             no reliance may be placed for any purpose                presentation should be construed as a profit
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being produced solely for your information and may           information made available to, or publicly available     presentation are subject to change without notice
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                                                             other Relevant Party shall have any liability            undertaking to disseminate any updates or revisions
This presentation is for informational purposes only         whatsoever for any errors or omissions or any loss       to any forward-looking statements contained herein.
and does not constitute or form part of (and shall           (including in respect of direct, indirect or
not be taken to constitute or form part of) any offer        consequential loss or damage) howsoever arising          Any information contained in this presentation on
or invitation or inducement to buy or invest in any          from any use of this presentation, its contents or       the price at which shares or other securities in
securities of Etalon, or any other entity, or a              otherwise arising in connection therewith. Further,      Etalon have been bought or sold in the past, or on
commitment of any kind. The information set out in           whilst Etalon may subsequently update the                the yield on such shares or other securities, should
this presentation is not intended to form the basis of       information made available in this presentation, we      not be relied upon as a guide to future performance.
any contract and does not give rise to any legally           expressly disclaim any obligation to do so.              Terms defined in the announcement made by Etalon
binding obligations on the part of Etalon or any of its                                                               on the date of this presentation have the same
subsidiaries, affiliates or associated undertakings, or      This presentation contains statements which are not      meaning in this presentation.
any of their respective directors, officers, partners,       based on current or historical fact and which are
employees, agents, representatives or legal or other         forward looking in nature. These forward looking
advisers (together, the “Relevant Parties”). No part         statements reflect knowledge and information
of this presentation, nor the fact of its distribution, is   available at the date of preparation of this
intended to or should form the basis of, or be relied        presentation and Etalon undertakes no obligation to
on in connection with, any contract or commitment            update these forward looking statements. Such
or investment decision whatsoever.                           forward looking statements are subject to known
                                                             and unknown risks and uncertainties facing Etalon
The information in this presentation, which does not         and its subsidiary undertakings including, without
purport to be comprehensive, has not been                    limitation, those risks described in this presentation

                                                                                                                                               ETALON GROUP          1
STRATEGIC ACQUISITION OF LEADER-INVEST BY ETALON GROUP
ETALON GROUP AT A GLANCE BEFORE ACQUISITION
Etalon Group is one of Russia's largest development and construction corporations. The
Company focuses on residential real estate for the middle class in the Moscow metropolitan
area and St Petersburg.

KEY FACTS

>30
YEARS
            of experience in
            construction &
            development
                                                58
                                                CITIES
                                                             in Russia
                                                             covered by sales
                                                             network

6.3
            commissioned since
            inception                           5   THS      employees
MLN SQM

2
MARKETS
            St Petersburg and Moscow
            metropolitan area – two capital
            cities with steadily growing
                                                ETLN
                                                LSE ticker
                                                             GDRs listed on the London
                                                             Stock Exchange since 2011

            population and high concentration
            of middle class customers

                                                                                     ETALON GROUP   2
ETALON GROUP SEGMENTS

                                 Low volume due
                                                                               small to medium size projects
                                 to limited demand   ELITE                     located in central districts and
                                                                                prestigious areas of suburbs
                                                                               low-rise low-density housing
 large and medium size
  residential complexes                        BUSINESS CLASS                  high ceilings, floor-to-ceiling
                                                                                windows
 located in suburbs with
  well-developed recreational
  and transport infrastructure
 metro station within walking                 COMFORT CLASS
  distance
                                                                                                           large and medium size
                                                                                                            complexes located in
                                                                                                            suburbs and outer
                                                                                                            areas of the city
                                          UPPER ECONOMY CLASS                                              brick-monolithic
                                                                                                            construction

                                                             Low margin due
                                        LOWER-ECONOMY        to low price

                                                                                                     ETALON GROUP          3
SALES PERFORMANCE SINCE IPO
NEW CONTRACT SALES DEMONSTRATE IMPRESSIVE GROWTH, WITH CAGR OF 22%

        +30%           +30%          +27%          +32%            -12%           +35%           +6%           +37%

                                                                                                                      68.7

                                                                                                        50.2
                                                                                          47.4
                                                             40
                                                                             35.1
                                            30.2
                               23.7
                18.3
 14.1

 2010          2011           2012          2013          2014             2015          2016          2017           2018

                                                   New contract sales, bln RUB

                                                                                                          ETALON GROUP       4
ACQUISITION SUMMARY
                      TRANSACTION                         Acquisition of 51% in Leader-Invest JSC (“Leader-Invest”), a Russian residential real estate
                                                           developer focused on the Moscow market, from Sistema PJSFC and affiliates by Etalon’s subsidiary
                                                           Etalon Group of Companies AO
                                                          RUB 15.2 bln consideration to be paid fully in cash by Etalon Group
                                                          Acquisition to be funded using 5-year credit facility from Sberbank with 10.1%(1) interest rate

          LEADER-INVEST KEY                               31 projects under construction or in design stage located in Moscow inside the Moscow Ring Road,
                                                           including 28 small to medium size projects and 3 large-scale multi-use development projects
                    FIGURES
                                                          1.3 million square meters of unsold NSA(2)
                                                          Focus on comfort, business and premium class segments
                                                          Low leverage with 0.1x net debt/EBITDA level as of 31.12.2018(3)
                                                          c. 400 employees as of 31.12.2018

                      INTEGRATION                         After completing the transaction, Leader-Invest will be fully integrated into Etalon Group

                  DEAL ADVISORS                           J.P. Morgan Securities plc acted as financial adviser to Etalon Group
                                                          Allen & Overy is acting as a legal advisor for Etalon Group
                                                          PwC is acting as a financial and tax advisor for Etalon Group

(1) CBR   key rate + 2.35%
(2) According   to Colliers International valuation report as of 01.10.2018
(3)   Net debt of RUB 0.3 bln as of 31.12.18 based on management accounts; FY2017 EBITDA of RUB 2.4 bln according to Leader-Invest IFRS accounts is used   ETALON GROUP   5
STRATEGIC RATIONALE
         CREATES A LEADING                                Acquisition of Leader-Invest significantly improves Etalon’s share in the most lucrative Moscow residential real
                                                           estate market, making the combined entity one of the leading developers in Moscow:
         PLAYER IN MOSCOW
                                                         – #1 by number of projects offered to the market(1)
                                                         – #2 in sales(1)
                                                         – #2 in volumes under construction(2)

                  STRENGTHENING                           c. 48% increase in unsold NSA(3)
                        PROJECT                           Replenish landbank with a diversified portfolio of early-stage and advanced-stage projects to create substantial
                                                           growth opportunity
                      PORTFOLIO
                                                          No overlap with Etalon’s pre-acquisition project portfolio

                      SIGNIFICANT                         Etalon Group’s vertically integrated platform will ensure efficient development of Leader-Invest projects
                     OPERATIONAL                          Considerable optimisation of construction and SG&A costs by eliminating duplicate administrative and operational
                                                           functions
                        SYNERGIES
                                                          Utilisation of Etalon’s sales network to unlock value of Leader-Invest projects
                                                          Low one-off integration expenses thanks to limited headcount of Leader-Invest

IMPROVED PROFITABILITY                                    Improve Etalon’s margin due to higher share of projects in more profitable business and premium class segments
  AND STRONG FINANCIAL                                    Significant addition to Etalon’s revenue
              POSITION                                    Etalon maintains strong balance sheet with 0.85x net debt/EBITDA level(4)

              VALUE ENHANCING                             Acquisition cost per sqm of RUB 23 ths is close to low end of Etalon’s current land plot acquisition cost range of
                                                           RUB 20 ths – RUB 38 ths(5)
                  ACQUISITION
                                                          Average selling price per sqm for Leader-Invest projects of RUB 240 ths(6), significantly above current range for
                                                           Etalon’s projects of RUB 132 ths – RUB 200 ths(5)

  (1) Based on Knight Frank data as of 31.12.2018
  (2) Based on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018
  (3) Including minority interest of Sistema PJSFC of 49%                                                                                                            ETALON GROUP   6
  (4) Etalon Group net cash of RUB 2.3 bln plus Leader-Invest net debt of RUB 0.3 bln as of 31.12.18 based on management accounts less the acquisition cost funded

  by the credit facility; Etalon Group plus Leader-Invest FY2017 EBITDA of RUB 13.2 bln and RUB 2.4 bln, respectively, according to IFRS accounts
  (5) For Etalon Group projects under construction in Moscow within the Moscow Ring Road
  (6) Forecasted average real estate sale price for Leader-Invest projects
LEADER-INVEST AT A GLANCE

 ONE OF THE LEADING                        PROVEN BUSINESS                     WELL-DEVELOPED                           REPUTABLE
DEVELOPERS IN MOSCOW                           MODEL                       FINANCIAL FUNCTION AND                      SHAREHOLDER
                                                                           TRANSPARENCY PRACTICES

 Leader-Invest is a leading           Focus on the most in demand          Leader-Invest reports IFRS          Leader-Invest is a subsidiary
  residential real estate developer     comfort and business segments         financial results on semi-annual     of Sistema PJSFC, whose
  within Moscow Ring Road                                                     basis                                shares and GDRs are listed
                                       Established process for selection
                                                                                                                   on MOEX and the LSE since
 Portfolio includes 31 projects        of attractive assets with excellent  Portfolio valuation carried by
                                                                                                                   2005
  under construction or in design       transport accessibility               reputable independent
  stage and 8 completed projects                                              appraiser (Colliers                 Sistema PJSFC is a well-
                                       Development of unique, niche
  with total area of unsold                                                   International)                       recognised holding company
                                        product with a focus on modern
  property available for sale of                                                                                   with reputable investment
                                        trends                               Leader-Invest has publicly
  about 1.3 million sqm                                                                                            track record
                                                                              traded bonds since 2016
                                       8 projects delivered over the last
 Prime locations in well-                                                                                        Well defined corporate
                                        3 years                              S&P credit rating of B with a
  developed and attractive                                                                                         governance platform in line
                                                                              stable outlook
  neighbourhoods with a healthy                                                                                    with international standards
  living environment inside
                                                                                                                  Sistema PJSFC to remain a
  Moscow Ring Road
                                                                                                                   49% minority shareholder
 69 ths sqm of NSA sold in 2018                                                                                   post transaction

                                                                                                                       ETALON GROUP      7
LEADER-INVEST PORTFOLIO OVERVIEW
                              WINGS                       NAGATINO I-LAND                              ZIL YUG                      OTHER PROJECTS

    TOTAL AREA              160 ths sqm                          333 ths sqm                          623 ths sqm                         338 ths sqm
    UNSOLD NSA              154 ths sqm                          333 ths sqm                          623 ths sqm                        189 ths sqm
PROPERTY CLASS                Business                             Business                        Business / Comfort             Premium / Business / Comfort
BRIEF OVERVIEW   Wings is a business-class project     Nagatino I-Land is a business-       This large-scale urban                Leader-Invest’s landbank
                 located in the Ramenki district of    class project located on the shore   redevelopment project will create     includes 29 other projects that
                 Moscow, just minutes from major       of the Moscow River in the           a new business- and comfort-          are either under construction or
                 transport routes and within           Nagatino district of Moscow near     class residential district with 623   in the design stage, with a total
                 walking distance of the               major transport routes and just 5    ths sqm of NSA on a 109-hectare       area of 338 ths sqm. The
                 Michurinskiy Prospekt metro           minutes from the nearest metro       land plot just 6km from the           company’s portfolio includes
                 station. The project’s three          station. The project will include    Kremlin. Developed based on a         premium-, business- and
                 interconnected buildings of up to     residential and commercial space,    “smart neighbourhood” concept,        comfort-class projects located
                 21 storeys, with a total of 1,473     as well as underground parking.      the district will be equipped with    in well-developed residential
                 apartments and 160 ths sqm of         Nagatino I-Land will offer           electric car charging stations,       areas with good social
                 NSA, look out over a forest park      residents extensive landscaped       sorting facilities for recycling      infrastructure inside the
                 and the Ramenka river. This           green spaces, including              waste and other features that will    Moscow Ring Road, all with
                 development will offer residents      pedestrian boulevards along the      make ZIL Yug one of the world’s       good access to public transport
                 3.1-metre high ceilings with large    Moscow River embankment. This        most modern urban districts.          and main roads, as well as
                 windows that will provide for         4-hectare development will           The ZIL Yug project will house        parks, shopping and
                 excellent views and plenty of         become a self-contained              approximately 60 ths residents        entertainment facilities.
                 natural lighting. The private         neighbourhood, with cafes and        and include an exhibition centre,
                 territory of the Wings project will   restaurants, shopping and social     shopping centre, schools,
                 include recreation grounds, a         infrastructure all located on the    preschools, a hospital and health
                 preschool and school as well as       carefully thought-out territory.     clinic.
                 commercial and office space.
 CONSTRUCTION               2018 – 2023                           2019 – 2025                         2020 – 2028                            by 2024
       PERIOD
                                                                                                                                  ETALON GROUP          8
LEADER-INVEST ACQUISITION IS IN LINE WITH
ETALON GROUP DEVELOPMENT STRATEGY
LEADER-INVEST FULLY SATISFIES ALL CHARACTERISTICS SET FOR POTENTIAL M&A TARGETS BY
ETALON:

  1   FOCUS ON THE SAME REGIONS AND SEGMENTS
                                                                     
  2   COMPLEMENTARY PORTFOLIO AND VALUE CHAIN
                                                                     
  3   CONSIDERABLE OPERATING SYNERGIES DUE TO ELIMINATION OF
      DUPLICATE FUNCTIONS AND MONETISATION OF SALES NETWORK
                                                                     
  4   ATTRACTIVE PROFITABILITY ACROSS PROJECT PORTFOLIO AND
      SIGNIFICANT RETURN ON INVESTMENTS                               
  5   HIGH LEVEL OF TRANSPARENCY
                                                                      
                                                                         ETALON GROUP   9
TRANSACTION EFFECT ON ETALON
GROUP OPERATIONS IN MOSCOW
ETALON’S PROJECTS           LEADER’S PROJECTS              PROJECTS IN MOSCOW

   11 projects                   31 projects                    42 projects

      UNDER CONSTRUCTION   DESIGN STAGE        COMPLETED

                                                                          ETALON GROUP   10
ETALON GROUP OPERATIONS IN ST PETERSBURG
AND MOSCOW AFTER THE TRANSACTION
57           PROJECTS                               4.0                  MLN SQM
                                                                         UNSOLD NSA(1)      200     BLN RUB OPEN
                                                                                                    MARKET VALUE(1)   58   CITIES COVERED BY
                                                                                                                           SALES NETWORK

PROJECTS IN ST PETERSBURG                                                                PROJECTS IN MOSCOW

                                                                                                                                   UNDER CONSTRUCTION

                                                                                                                                   DESIGN STAGE

                                                                                                                                   COMPLETED

                                                                                                                                   ETALON BEFORE DEAL

                                                                                                                                   NEW PROJECTS

 (1) Including   minority interest of Sistema PJSFC of 49% in Leader-Invest projects
                                                                                                                               ETALON GROUP       11
LANDBANK DEVELOPMENT
                                                                  ETALON GROUP                             LEADER-INVEST                         PRO-FORMA(1)
                    UNSOLD NSA,                                                                                   1.30                                  4.03
                       MLN SQM                                                   2.73

                                                                       ETALON GROUP                          LEADER-INVEST                        ETALON GROUP

                BREAKDOWN BY                                 Upper-Economy                                   Premium                       Upper-Economy Premium
                                                                                 7%                               2%                                    5% 1%
                    SEGMENTS                                  Business
                                                                      15%
                                                                                                                         Comfort            Business            Comfort
                                                                                        Comfort        Business                                 30%
                                                                                                           57%           41%                                    64%
                                                                                        78%

                BREAKDOWN BY                                        Completed                               Completed                           Completed
                                                                                 9%                               1%                                    6%
                       STAGE

                                                               Design                                   Design
                                                                                                           55%
                                                                                                                                             Design
                                                                    29%                                                                         38%
                                                                                        Construction                                                            Construction
                                                                                        62%                              Construction
                                                                                                                         44%                                    56%

                BREAKDOWN BY                                  Moscow region                                                                 Moscow region
                                                                                7%                                                                      5%
                     REGIONS
                                                                                        Moscow
                                                                                        38%                                                                     Moscow
                                                                                                       Moscow                                                   61%
                                                                                                          100%
                                                      St Petersburg                                                                     St Petersburg
                                                                      55%                                                                        34%

(1) Including   minority interest of Sistema PJSFC of 49% in Leader-Invest projects
                                                                                                                                                   ETALON GROUP       12
STRENGTHENING MARKET POSITION IN MOSCOW

#1 BY NUMBER OF PROJECTS                                                                           #2 IN SALES(1)                                                 #2 IN VOLUMES UNDER
OFFERED TO THE MARKET(1)                                                                                                                                          CONSTRUCTION(2)

                                                             28       #1                                       PIK                                 628                     PIK                   3,629
                       PIK                              25                                                                           203                   #2                             732    #2

                                                      23                                                       LSR                192                                      LSR           700
              MR Group                           18                                                   MR Group                    190                                 Donstroi            692
                Donstroi                        16                                                         Ingrad                 166                                MR Group            625
       Capital Group                       10                                                                                    153                                                 516
                  Ingrad               7                                                                      PSN                144                                    Ingrad      461
  RG Development                       7                                                                 Donstroi               142                                        MIC      408
                 Pioneer              6                                                                   Pioneer               134                                        PSN     364
                     Gals             6                                                                    DSK-1               118                                     Pioneer     339
                                     5                                                            Capital Group                110                                Capital Group    315

                                                                                                                           50                                                     216

(1) Based   on Knight Frank data as of 31.12.2018; for sales ranking the data for residential real estate sales is used without commercial premises and parking
(2) Based   on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018
                                                                                                                                                                                  ETALON GROUP    13
MARKET POSITION IN ST PETERSBURG

#3 BY NUMBER OF PROJECTS                                                                           #3 IN SALES(1)                                                   #3 IN VOLUMES UNDER
OFFERD TO THE MARKET(1)                                                                                                                                             CONSTRUCTION(2)

             Setl Group                            18                                                          LSR                                        615               LSR                       2,951
                      LSR                          17                                                 Setl Group                                 429                  Setl Group                    2,614

                                              11                     #3                                                               258                #3                                     1,136 #3
                      RBI                 10                                                           Glavstroy                    218                                     CDS            741
                      CDS                 8                                                                   CDS              121                                  Dalpitersroy          601
              Stroytrest                  8                                                                Glorax             97                                     Lider Group     381
                      KVS                 8                                                                   KVS            70                                        Glavstroy    363
            Lider Group                   8                                                               Akvilon            70                                          Megalit    356
    RosStroyInvest                    6                                                        Renovation StP               66                                    Renovation StP    341
            Polis Group               6                                                                        RBI          62                                            Glorax    315

(1) Based   on Knight Frank data as of 31.12.2018; for sales ranking the data for residential real estate sales is used without commercial premises and parking
(2) Based   on Russian Unified Registrar of Residential Real Estate Developers data as of 31.12.2018
                                                                                                                                                                                   ETALON GROUP         14
BENEFITS OF INTEGRATION

                      DESIGN AND                    MARKETING                        PROJECT                         GENERAL                          ONGOING
                      PERMITTING                    AND SALES                      MANAGEMENT                    CONTRACTING AND                    MAINTENANCE
                                                                                                                 SUBCONTRACTING
       CURRENT    Lack of design bureau       Limited in-house sales        Limited expertise in             Significant construction        No property
CHALLENGES FOR   that can evaluate            capacity                       implementing full-fledged         costs related to inflation of    management company
 LEADER-INVEST   planning solutions and        Large commission paid        development projects and lack     construction budgets and          No access to customers
                 advise on their necessity    for brokers                    of experience with large-scale    project execution due to         after sale of real estate in
                                               Limited access to            mixed-use projects                lack of in-house general         order to receive feedback
                                              regional buyers                                                  contractors and                  and further promote
                                                                                                               subcontractors                   projects

  WAYS ETALON     Deep in-house design        Best-in-class sales team      About 200 fully-managed          High quality general            Own property
CAN IMPROVE IT   expertise                     58 cities covered by sales   residential buildings delivered   contracting and                  management company
                  Extensive use of BIM       network                         Large-scale construction        subcontracting services          with 4.6 mln sqm of real
                 tools at all stages of        Established in-house         projects ranging from             offer competitive prices         estate and 18.4 ths
                 development                  marketing and sales            factories to exhibition centres   and quality with proven          parking spaces under
                  Quick approval of          functions                       Skilled staff who ensure        track-record and                 management
                 documentation due to          Strong brand                 quality, safety and timely        experience executing large-
                 reputation as a strong        Advanced IT solutions        delivery, while accurately        scale projects
                 and reliable player          facilitate interaction with    forecasting required resources
                                              customers and brokers

  BENEFITS FOR    Potential to cut costs      Lower costs for               Increase quality of projects     Reduce construction costs       Additional income from
 ETALON GROUP    for external architects      promoting projects              Shorten construction time       at Leader-Invest projects        property management
                 and increase efficiency of    Lower fees paid to            Efficient implementation of      Increase quality of            company
                 planning solutions, as       brokers                        large-scale projects like         projects                          Expand areas of activity
                 well as monitoring of         Accelerate pace of sales     Wings, Nagatino and ZIL-Yug        Utilise Etalon Group           of service company by
                 under-construction           at existing projects thanks                                      capacities and achieve           entering business and
                 projects                     to Etalon’s strong sales                                         economies of scale               premium segments
                                              team and additional                                               Increase margins for            Expand channels for
                                              demand from regional                                             large-scale mixed-use            promoting projects
                                              buyers                                                           projects
                                                                                                                                               ETALON GROUP          15
VALUE CREATION THROUGH SYNERGIES
 Management has conducted an analysis of potential synergies with Leader-Invest on the basis of the Group’s
  experience in the real estate sector and precedent transactions in the industry
 A preliminary analysis of potential synergies has identified the following areas:

   CONSTRUCTION                                          ADMINISTRATIVE              SELLING
                                                                                                               FINANCE
      COSTS                                                EXPENSES                 EXPENSES

  1. Optimisation of                                    1. Personnel cost       1. Utilisation of combined   1. Refinancing of
  materials sourcing and                                optimisation            sales network                current Leader-Invest
  procurement                                                                                                debt at Etalon’s
                                                        2. Rationalisation of
                                                        shared services
                                                                                2. Combined
                                                                                procurement of
                                                                                                             marginal financing       RUB 0.7 Bln –
  2. General and                                                                                             cost
  subcontractors services                                                       marketing /                                            RUB 1.1 Bln
  costs optimisation                                                            advertisement services
                                                                                                                                          Estimated annual
  3. Increased purchasing                                                       3. Increased efficiency of                                    savings(1)
  power in new land plot                                                        customer funnel
  acquisitions – lower
  acquisition costs

(1) One-off   integration costs in 2019 are estimated at c. RUB 0.5-0.9 bln
                                                                                                                                     ETALON GROUP     16
JOINT BRANDING UNDER ETALON’S ROOF

    More than 30-year history                           Leading developer in Moscow by
    Successful track record in Russia with               number projects in portfolio
     6.3 million sqm commissioned since                  TOP-30 brand by customer
     inception, without any delays                        recognition in Moscow
    TOP-3 brand by customer recognition                 Established product branding for
     in St Petersburg                                     business class residential property
    TOP-10 brand by customer                             called “Schastye” (Happiness):
     recognition in Moscow
    #1 developer operating in Moscow
     and St Petersburg by customer
                                               +        – Normal (3 out of 5) grade of quality
     recognition in Russia’s regions thanks               according to Russian Unified
     to nationwide sales and marketing                    Registrar of Residential Real Estate
     network                                              Developers
    The highest (5 out of 5) grade of                   One of three developers in Moscow
     quality according to Russian Unified                 market that uses the word “leader” in
     Registrar of Residential Real Estate                 its name
     Developers
                                                         Low brand recognition in Russia’s
    Strong corporate brand without                       regions
     unified project branding

 BENEFITS:
    Reputation as a reliable developer with significant experience will add value to Leader-Invest projects
    Well-developed sales network and high brand recognition for Etalon will significantly increase sales for Leader-Invest projects
    Large number of projects will further strengthen Etalon’s brand recognition in Moscow
    Potential to use well-developed project branding standards of Leader-Invest
                                                                                                                          ETALON GROUP   17
VALUE ENHANCING ACQUISITION
ACQUISITION OF MORE PROFITABLE
PROJECTS AT AN ATTRACTIVE PRICE:

                                        0               30                60       … 120                    150      180         210    The cost of RUB 23 ths per sqm for the
                                                                                                                                         acquisition of Leader-Invest is close to the
                                                                                                                                         lower end of Etalon Group’s current price
                                            20       26          38
                                                                                                                                         range for land acquisition of RUB 20 ths –
  Etalon’s land cost
          per sqm(1)                                                                                                                     RUB 38 ths per sqm, and 11% below Etalon
                                                                                                                                         Group’s average acquisition cost of RUB 26
                                                                                                                                         ths per sqm
                                               23
 Leader acquisition
    cost per sqm(2)                                                                                                                     The average selling price of RUB 240 ths
                                                                                                                                         per sqm(3) for Leader-Invest projects is
                                                                                               132           154             200         significantly above the current range of RUB
 Etalon’s residential                                                                                                                    132 ths – RUB 200 ths per sqm for Etalon
    price per sqm(1)                                                                                                                     Group’s projects

                                                                                                                                 240
Leader’s residential
   price per sqm(3)

                                                      land cost range, RUB ths                      average land cost, RUB ths
                                                      price range, RUB ths                          average price, RUB ths
 (1)   For Etalon Group projects under construction in Moscow within the Moscow Ring Road
 (2)   Acquisition cost divided by Etalon’s share of unsold area in Leader-Invest project portfolio of 1.3 mln sqm
 (3)   Forecasted average real estate sale price for Leader-Invest projects                                                                                     ETALON GROUP        18
ETALON MAINTAINS A STRONG BALANCE SHEET
EVEN AFTER RUB 15.2 BLN ACQUISITION

                                                                                                 15,185

                                                                                                                                                                        0.85x

                                                             5,694
                                                                                                                                    23,082
                        20,912
                                                                                                                                                          5,393        13,316

                ETALON GROUP                         LEADER-INVEST                       CREDIT LINE                            ETALON GROUP         LEADER-INVEST     NET DEBT
                 GROSS DEBT                           GROSS DEBT                       FOR ACQUISITION                              CASH (2)             CASH (2)
                AS OF 31.12.18                       AS OF 31.12.18                                                             AS OF 31.12.18       AS OF 31.12.18

                                                                  Total debt                    Cash and cash equivalents                        Net debt/EBITDA(1)

(1)   Etalon Group plus Leader-invest FY2017 EBITDA of RUB 13.2 bln and RUB 2.4 bln, respectively, according to IFRS accounts
(2) Cash   and cash equivalents
                                                                                                                                                                      ETALON GROUP   19
INDICATIVE INTEGRATION TIMETABLE

                                                                                                    INTEGRATION
   DEAL                                                                                              COMPLETED,
 CLOSING                                                                                           NEW STRATEGY

 Feb. 2019                                                                                              3Q 2019

                 INTEGRATION
                Optimisation of personnel structure and elimination of duplicate functions   1. Start of sales of Leader-
                Establish unified management team                                                Invest projects under
                                                                                                  the Etalon Group brand
                Integration of Leader-Invest projects into the Etalon sales network
                                                                                              2. Leader-Invest
                Termination of inefficient construction contracts and signing of new
                                                                                                  consolidation in financial
                 contracts with Etalon general and sub contractors based on tender
                                                                                                  reporting
                 procedures
                                                                                              3. New strategy adoption
                Unification of accounting and reporting systems, as well as other policies
                                                                                                  and presentation to the
                 and standards
                                                                                                  market
                Identifying best practices and its implementation
                Formation of a unified corporate culture
                Prepare new development strategy

                                                                                                          ETALON GROUP         20
CONTINUE TO ADHERE TO DISCIPLINED
LONG-TERM FINANCIAL POLICIES

   LEVERAGE      Continue to maintain strong balance sheet with net debt / EBITDA below 2x

   DIVIDENDS     Keep dividend policy unchanged with 40% - 70% payout ratio

      NEW
                 In line with previously announced principles
  ACQUISITIONS

                                                                                ETALON GROUP   21
CONCLUSION

 1. UNIQUE OPPORTUNITY TO ACCELERATE GROWTH IN SALES AND POSITIVE OPERATING CASH FLOW EVEN
 FURTHER AND TO REACH STRATEGIC GOALS AHEAD OF SCHEDULE, WHILE CONTINUING TO PAY DIVIDENDS
 IN LINE WITH EXISTING DIVIDEND POLICY

 2. ACQUISITION OF HIGH-QUALITY PROJECT PORTFOLIO WITH EXCELLENT GEOGRAPHICAL FIT, WHILE
 MAINTAINING STRONG BALANCE SHEET

 3. RIGHT TIME FOR TRANSACTION TO CONSOLIDATE MARKET IN KEY REGION

 4. OPPORTUNITY TO CREATE VALUE THROUGH SYNERGIES AND IMPROVED PROFITABILITY

                                                                                  ETALON GROUP   22
STRATEGIC ACQUISITION
                              OF LEADER-INVEST BY
                              ETALON GROUP

ETALON GROUP PLC

2-4 CAPITAL CENTRE
ARCH. MAKARIOU III AVENUE
NICOSIA | CYPRUS

TEL: +44 (0)20 8123 1328
FAX: +44 (0)20 8123 1328
EMAIL: INFO@ETALONGROUP.COM
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