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Merger of PM and UHM as an example of the globalization of the Russian economy

London April 2004

Pavel G SkitovichDeputy General Director

Strategy and Corporate Affairs

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• Integration synergies, achieved through the creation of a large unified machine building company will enhance the value of the company substantially above the simple sum of parts

• Reason for UHM making the offer• a longer history as a public company • an existing listing on the London Stock Exchange

Merger objective

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Potential synergies

• Improved efficiency of capital expenditures and R&D

• Development of new technologies

• Improved terms of financing

• Optimisation of the use of production sites

• Cost reduction

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Focus on core business

Short-term divestiture• Shipbuilding• Drilling equipment• Oil & gas equipment• Excess property

• Nuclear power engineering • Production of specialty steels

• Power-generating equipment

Sales proceeds will be directed to the expansion of PGE and nuclear businesses

Non-core assets

Long-term divestiture • Mining equipment• Lifting and transportation equipment

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Aims of focused strategy

• Ability to provide comprehensive solutions for power generation plants, hence increasing economic efficiency

• Improving product competitiveness and extending the existing product portfolio with new competitive offerings

• Strengthening key market positions and advancing in new product / geographic market segments

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Growth in economic efficiency

Evidence from around the world shows that higher business specialisation as well as the ability to offer comprehensive product solutions allow companies to achieve better efficiency and higher market valuation*

00,20,40,60,8

11,21,41,61,8

P/S

Low diversity Medium diversity High diversity

0%

5%

10%

15%

20%

25%

EBITDA/Sales

Low diversity Medium diversity High diversity

* Source: company

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Leadership in nuclear power engineering

Technological leadership - Experience in the construction of a 1500 MW channel-type

reactor in Lithuania - Production of the most powerful steam turbine (1200 MW)

in the world, with a possibility to increase its capacity up to 1500 MW

- Development of equipment for a 1500 MW water-cooled power reactor

Market outlook- The bulk of nuclear reactor construction in the near

future will take place in Asia (mainly China and India) where the company has strong established market positions (45 GW of additional nuclear generating capacity will be introduced by 2025)

- In Russia, a program of constructing nuclear power plants (up to 54GW) in the remote areas of the country is currently under development

The merged company will achieve a leading position in the nuclear energy market

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Market potential

PM-UHM plans to take advantage of the new focused strategy and the synergies derived from the merger to accelerate growth in the attractive energy market:

• World PGE market capacity is 120-140 GW annually ($100-120 bn per year)

• Russian PGE market capacity is $4,5 bn per year during 2004-2010 and $10,5 bn per year during 2011-2020

Prices charged by PM-UHM are 15-20% lower than those of western competitors

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Geographic expansion of the company

The merger between PM and UHM has initiated the development of a plan to set up engineering and production capacities in Eastern Europe and South-East Asia

PM-UHM is becoming a multi-national company with ensuing advantages:- favourable terms in the competitive environment- reduction of currency risks- absence of customs barriers

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Shareholding structure

Russian institutional investors

8%

Treasury shares8%

Former UHM management

15%

Interros with partners35%

International institutional investors

34%

Well balanced shareholding structure

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PM-UHM and “blue chips”

PM-UHM will become one of the very few Russian “blue- chip” companies, where the majority shareholder has a stake less than 50%

Norilsk NickelRAO UES YUKOSSurgutneftegas MTS

Majority shareholder with more than 50% of all shares