US Sectoral Sanctions

EU Sectoral Sanctions (cont'd) Finance - for Energy (and Military) Sector Companies Prohibits (per Reg. art. 5.2) direct or indirect purchase or sale of, provision of investment services for or assistance in issuance of, or other dealings with, certain debt or equity "transferable securities" (and money-market instruments) issued after 12 Sept. 2014 by Rosneft, Transneft, Gazpromneft (the three currently designated entities engaged in "sale or transportation of crude oil or petroleum products" (... not including Novatek) - per Annex VI), their non-EU subs (>50% owned), or persons or entities acting at their behalf / direction Applies to debt securities, including money market instruments, with maturity >30 days (note OFAC Directive 2 now is = 60 days max.) And note the relevant "transferable securities" definition: "... which are negotiable on the capital market" (some uncertainty re whether equity investment in LLC-type cos. is covered: some specialist practitioners take the view that it isn't - but can't surely rely on this) - And see EU Guidance Note FAQ 36 allowing modifications to transferable securities depending on materiality — i.e., if would not "actually or potentially result in additional capital being made available to a targeted entity" Same basic prohibition re the three designated Russian entities connected with military-sector goods services - including United Aircraft Corp. (per Annex V), with exception for space / nuclear sector entities (and a hydrazine exception) And note that the EU rule / interpretation re depositary receipts (GDRs etc.) appears to be stricter than that of the US (compare EU Guidance Note FAQ 37-39 with OFAC FAQ 391) Morgan Lewis 75

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