Non-profit organizationFund for Development of the Center for Elaboration and Commercialization of New

Technologies

ORDER

December 15, 2010 No. 16/1City of Moscow

On approval of the Regulations for the Investment Committeeof the Skolkovo Fund

For the purpose of organization of the work on the financing of activities aimed at providing assistance for carrying out research, development and commercialization of results, I hereby order:

1. To approve the attached Regulations for the Investment Committee of the Fund for Development of the Center for Elaboration and Commercialization of New Technologies (hereinafter referred to as the Skolkovo Fund).

2. To state that before the Innovation Priorities are defined, the fulfillment of condition stipulated in subparagraph B of paragraph 13 of the attached Regulations are not required.

Fund President V. F. Vekselberg

REGULATIONS FOR THE INVESTMENT COMMITTEE OF THE FUND FOR DEVELOPMENT OF THE CENTER FOR ELABORATION AND

COMMERCIALIZATION OF NEW TECHNOLOGIES

I. General Provisions

1. The present Regulations define the powers as well as the procedure of forming and activities of the Skolkovo Fund Investment Committee (hereinafter referred to as the Investment Committee).

2. The activity of the Investment Committee is governed by the Federal Law No. 244-FZ, dated September 28, 2010, "On the Skolkovo Innovation Center" (hereinafter referred to as the Law), by the Skolkovo Fund Charter Documentation, the present Regulations as well as by other documents of the Skolkovo Fund.

3. The objectives of the Investment Committee are as follows:1) definition of the Skolkovo Fund’s general guidelines for investment activities;2) making decisions concerning the procedure and conditions of providing financing to legal

entities (hereinafter referred to as the Applicants) in order to assist them in carrying out of their Innovation Projects.

4. Applicants may be legal entities granted the Project Participant Status for creation and maintenance of operations of the Skolkovo Innovation Center in accordance with the Law.

II. Composition of the Investment Committee

5. Composition of the Investment Committee is approved by the President of the Skolkovo Fund. With that, besides Skolkovo Fund employees, the abovementioned body is to include persons that are not members of the staff of the Skolkovo Fund (hereinafter referred to as independent members).

6. The Investment Committee’s independent members are to satisfy the following requirements:A) to possess experience in management activities of legal entities carrying out or financing

research, development and commercialization of the results of such activities;B) to possess status and a positive reputation in investment and (or) research environment;C) to possess experience of working in analogous committees in other legal entities.

Independent members have the right to remuneration and reimbursement of expenses in connection with participation in the Investment Committee meetings, in the amount stipulated in the agreement signed with the Skolkovo Fund for performing the functions of an independent member of the Investment Committee.

7. The Chairman of the Investment Committee is appointed by the President of the Skolkovo Fund.

8. The Chairman of the Investment Committee appoints a person to head the Investment Committee in his/her absence.

9. The composition of Investment Committee includes an executive secretary appointed by the President of the Skolkovo Fund from among the Investment Committee members.

III. Convening of Investment Committee meetings

10. The Investment Committee Chairman is entitled to make a decision for convening an Investment Committee meeting on his/her own initiative. Investment Committee meetings at which questions concerning providing financing to Applicants are considered, are convened on the grounds of the decision of the Investment Committee Chairman, made as advised by the executive director of the relevant Skolkovo Fund cluster.

11. Agenda of the Investment Committee meeting is defined by the Investment Committee Chairman. An Investment Committee member has a right to submit a proposal about including in the meeting agenda any questions related to the Investment Committee’s competence, with the exception of questions related to the providing financing to an Applicant.

12. Investment Committee meetings are held in presentio. The Investment Committee Chair is entitled to make a decision for holding an Investment Committee meeting in absentia.

13. The executive director of relevant Skolkovo Fund cluster advises the Investment Committee Chairman to convene an Investment Committee meeting to make a decision concerning providing financing to the Applicant upon the following conditions:

A) The project presented by the Applicant is an Innovation project in accordance with subparagraph D of paragraph 2 of the Regulations on assigning and termination of the status of project participant for the creation and maintenance of operations of the Skolkovo Innovation Center;

B) The Applicant's Innovation project corresponds to the Innovation priorities;C) The Skolkovo Fund investment officer has developed an Evaluation sheet in accordance

with the form stipulated in Appendix 1 to the present Regulations (hereinafter referred to as the Evaluation Sheet);

D) The Skolkovo Fund investment officer has developed an Investment Committee draft decision.

14. Convening of the Investment Committee meeting is carried out by the Investment Committee executive secretary not later than three days prior the date of holding the meeting, by means of sending notifications to the Investment Committee members.

15. Notification about convening of an Investment Committee meeting is to contain:A) information about date, time and place of holding of the meeting; B) agenda of the meeting;C) materials necessary for the meeting;D) if a question of providing financing to an Applicant is being considered - the Evaluation

Sheet and the investment memorandum of the Applicant prepared in accordance with the form stipulated in Appendix 1 to the present Regulations;

E) Investment Committee draft decision prepared by the Skolkovo Fund Investment Service.

IV. Holding of Investment Committee meetings

16. The Investment Committee meeting is legally competent if no less than fifty percent of the Investment Committee members are present at the session, including at least one independent member.

17. An Investment Committee member, being an interested individual in relation to the Applicant is to inform the Investment Committee members about this before the meeting starts.

In case of violation of this requirement, the abovementioned Investment Committee member is subject to expulsion from the Investment Committee. The Investment Committee members, being Skolkovo Fund employees are also subject to disciplinary actions. An Investment Committee member is considered to be interested in relation to an Applicant, if he/she either makes or can make profit in connection with providing financing to the Applicant.

18. An Investment Committee member, being an interested individual in relation to the Applicant is not entitled to take part in the discussions and voting on the question of providing financing to the Applicant. In accordance with paragraph 24 of the present Regulations, the abovementioned individual is considered absent at the meeting when determining the results of the voting.

19. At an Investment Committee meeting, dedicated to the question of providing financing to the Applicant, the Investment Officer reports to the Investment Committee members on the general provisions of the Evaluation Sheet and presents the draft decision prepared by the Skolkovo Fund Investment Service.

20. The Applicant's representatives are entitled to be present at the Investment Committee meeting during the discussion of the question of providing financing to the Applicant. The Applicant's representatives do not take part in the voting.

21. By the decision of the Investment Committee Chair invitees, (such as experts, etc.) in a consultative capacity, can take part in the meetings.

22. As for the question of providing financing to the Applicant, the Investment Committee is entitled to make one of the following decisions:

A) to provide the financing;B) to return the materials presented to the Investment Committee meeting for further

elaboration or revision;C) to deny financing.

23. When making a decision on providing financing to an Applicant, the Investment Committee defines:1) the total volume of financing for the Applicant;2) time frames and conditions for providing the financing.The decision of the Investment Committee may also stipulate other conditions, upon which financing may be provided to an Applicant.

24. The decision of the Investment Committee is considered final, if more than fifty percent of the Investment Committee members present at the meeting, including at least one independent member, voted in its favor.

25. The results of the Investment Committee meeting are documented in the minutes signed by the Investment Committee Chairman and the executive secretary.Part of the Investment Committee decision, containing information stipulated in subparagraph 1 of paragraph 23 of the present Regulations is to be posted on the Fund’s website.

Appendix 1 to the Regulations for the Investment Committee.

Requirements for the Applicant's investment memorandum and Evaluation Sheet

I. Investment memorandum

1. Investment memorandum summary (not more than 2 pages).1.1. Brief description of the innovation project (essence of the innovation).1.2. Brief description of the market (demand for the product and (or) technology, competition in the sphere of application of the product and (or) technology).1.3. Brief description of the Applicant (name, list of head officers and other key workers).1.4. The Applicant's financial plan, short summary (investment volume required for the Innovation project’s realization; expected results of the Innovation project’s realization).1.5. Brief description of the risks connected to the Innovation project’s realization.1.6. Volume of financing applied for from the Skolkovo Fund.

2. Innovation project summary.2.1. Means of commercialization of the product and (or) technology.2.2. Competitive advantages of the product and (or) technology.2.3. Listing the reasons that consumers will be interested in the product and (or) technology.2.4. Specification of product and (or) technology.2.5. Innovation project road map (drawn in accordance with the form stipulated in Appendix 3 to the Skolkovo Fund Order "On approval of the form of the Application of the Applicant for status of project participant for the creation and maintenance of operations of the Skolkovo Innovation Center, list of documents to be submitted when filing the Application for awarding of project participant status, project road map sample and the nondisclosure agreement form, concerning the information about the project presented by the Applicant").

3. Market summary.3.1. Demand:

3.1.1. Consumer characteristics.3.1.2. Volume and dynamics of the target market. 3.1.3. Target market segmentation.3.1.4. Market barriers.

3.2. Supply:3.2.1. Existing competitors.3.2.2. Potential competitors.

3.3. Success factors:3.3.1. Conditions necessary for capturing the assumed market share.

4. Applicant summary.4.1. The Applicant's name, PSRN, TIN, main registration number of the project participant on creation and maintenance of operations of the Skolkovo Innovation Center.4.2. Shareholders of the Applicant and entities assisting the Applicant in the realization of the Innovation Project:

4.2.1. Shareholders of the Applicant.4.2.2. Entities assisting the Applicant in the realization of the Innovation Project.

4.3. Description of the Applicant's current activities.

4.4. Experience and qualification of the Applicant's chief officers and other key workers.4.5. The Applicant's assets, necessary for achieving his/her goals (material, nonmaterial).4.6. The Applicant's current financial condition (if available - financial statements).

5. Financial plan.5.1. Information about the investor (investors). Documents confirming the intention of investors to invest into the realization of the Innovation Project (if available).5.2. Investment schedule.5.3. Cost estimate (capital costs and operating expenses).5.4. The Applicant's sales forecast. The financial plan is drawn up divided into quarters for the entire period of realization of the Innovation Project.

6. Risks.6.1. Scientific, technological and industrial risks.6.2. Market risks.6.3. Financial risks.6.4. Legal risks.

7. Participation of the Skolkovo Fund in supporting the Applicant's Innovation Project.7.1. Volume of financing applied for from the Skolkovo Fund, time frames and conditions of its provision.7.2. Non-financial support in commercialization of the product and (or) technology.7.3. Innovation project organizational support.7.4. Equipment necessary for realization of the Innovation Project.7.5. Other resources required for realization of the Innovation Project.

II. Evaluation sheet.

Evaluation sheet main sections:a) Innovation Project’s market potential.b) Innovation Project’s team.c) Innovation Project’s risks.d) Innovation Project’s cost estimate soundness.e) Personal interests of the Skolkovo Fund employees and Investment Committee independent members in the realization of the Innovation Project.f) Skolkovo Fund investment officer’s recommendation.