Kamaz Equity

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Daimler Trucks began a strategic partnership with Kamaz in December 2008 when Daimler acquired a 10 percent stake in Kamaz. Daimler and Troika Dialog have signed in February 2010 a memorandum of understanding regarding the strengthening of Daimler's role in Kamaz, through the acquisition of Kamaz shares held by Troika Dialog. EBRD intends to support this process by acquiring part of the Kamaz shares from Troika. Through this transaction, the Bank will support Daimler, the global market leader in heavy- and medium-duty trucks, in its progressive cooperation with Kamaz, bringing with it strong technology, know-how and high standards of business conduct that are expected to contribute to further improvements in the operations of Kamaz. OJSC Kamaz is Russia’s largest truck manufacturer with total revenues of USD 3.9 billion and 47,500 units sold in 2008. Daimler AG owns 10 per cent of Kamaz since December 2008. Kamaz employs 46,000 people and is located in Naberezhnye Chelny (Tatarstan, Russian Federation). Daimler AG, Stuttgart, with its businesses Mercedes-Benz Cars, Daimler Trucks, Daimler Financial Services, Mercedes-Benz Vans and Daimler Buses, is the global market leader of heavy- and medium-duty trucks as well as buses (259,000 units sold in 2009). In 2009, the Group employed a workforce of over 256,000 people; revenue totalled €78.9 billion and EBIT amounted to a loss of €1.5 billion. An investment into ordinary shares of Kamaz. Confidential. 1. Environmental classification and rationale Potential significant adverse environmental and social impacts associated with Kamaz’s existing operations are site specific and readily identified and addressed through mitigation measures. Accordingly, the Project has been categorised as B in under the Bank’s Environmental and Social Policy (2008). 2. Due Diligence Outcomes and Management and Mitigation Measures As part of the Bank's original loan with Kamaz in 1995 (DTM 1940), EBRD commissioned an independent environmental, health and safety (EHS) audit. Key EHS issues identified in the report included localised air and water pollution, water supply, waste water and hazardous waste management issues, soil and groundwater contamination and material gaps in the Company’s compliance with relevant environmental legislation. More recently, as part of Daimler's environmental due diligence, the Company carried out comprehensive Phase I and II environmental site investigations at Kamaz's operations which confirmed that the environmental liabilities identified by the Bank in 1995 continue to persist. Daimler's studies further identified the need i) to undertake additional investigative work to understand fully the environmental liabilities associated with Kamaz’s facilities and ii) to reduce existing pollution to the required acceptable levels through an investment programme, which will lead to a considerable overall environmental improvement. The Bank used these findings for its current due diligence and carried out an additional EHSS corporate audit. The audit identified that the Company is in the process of formalising its Environmental Management Systems and will need to implement their proposed Environmental Program to bring their current operations into compliance with Russian and EU environmental standards. Kamaz is also revising its stakeholder engagement practices through the development of a comprehensive "Information Policy" which is to be interconnected with the Company's 2010-2014 Corporate Development Strategy. Additional actions required by EBRD have been included in a time bound Environmental and Social Action Plan, which includes but is not limited to: The ESAP remains in draft form and will be agreed with the Client prior to EBRD’s Board date. Kamaz will be required, through a covenant, to implement the ESAP. The Bank will monitor the progress of the ESAP through annual reports, including emissions data and site visits by the Bank’s Environmental and Sustainability Department. Given the number of issues that need to be addressed to bring Kamaz’s operations in line with relevant Russian and EU environmental standards, the Project will not meet the Bank's Performance Requirements in the short to medium term. Therefore, a derogation from the Bank's Environmental and Social Policy will be required. None. Carsten Bothmann E-mail: carsten.bothmann@daimler.com Website: www.daimler.com