The DOCUMENTATION on Procedure of EQUIPMENTSALE

The DOCUMENTATION on procedure of EQUIPMENTSALE

Kiev

2014г.

Table of contents

1. General provisions3

2. Subject of procedure of sale4

3. The rules of procedure of sale4

4. Preparation of Offers4

5. General requirements to Participants. Confirmation of conformity to the requirements5

6. Giving of Offers also are more their acceptance at the first stage of procedure of sale5

7. Change and withdrawal of Offers6

8. Opening the sales who had act on procedures of envelopes6

9. Estimation of Offers and negotiation6

10. Determination of the Winner of procedure of sale7

11. Signing of the Agreement7

12 Notification of Participants of results of procedure of sale7

Appendix 1. REQUIREMENTS ON PREPARATION of the OFFER8

Appendix 2. The technical project on procedure on sale telecommunication equipments/materials…Exelfile.

Forms of Documents9

1. General provisions

1.1. General information on procedure of sale

1.1.1. PRAO «MTS UKRAINE» - a legal address: Ukraine, 01601, Kiev, street. Leipzigskaya, 15 (hereinafter - the Organizer) by the Notification about carrying out of procedure of the sale, placed on a website of the Organizer (the address of a site:< invites the organisations (further - Participants) to participate in procedure of sale ofadministrative, IT, the telecommunication equipment, cars (further - Goods).

1.1.2. The company-buyer of Goods will be chosen by the results of procedure.

1.2. Legal status of procedures and documents

1.2.1. The procedure is not a competitive tender anddoes not impose on the Organizer of the correspond volume of civil-law obligations according to the Civil Code of Ukraine.

1.2.2. The Notification published according to point 1.1.1 including its integral appendixes(present Documentation)are the invitation for Participants to submit the offers taking into account the mentioned Documentation.

1.2.3. The Participants offers have status of “free offers” and will be considered by the Organizer in connection therewith, however the Organizer reserved the right to permit or suggest Participants to make changes in their Offers during the procedure.

1.2.4. Theagreement by the parties should fix all reached arrangements.

1.2.5. PrJSC «MTS UKRAINE» has no responsibility on any contract conclusions with organizations sent their offers.

1.3. Appeal

1.3.1.All disputes and the disagreements ar in connection with carrying out of procedure of sale, including, concern executions by the Organizer and Participants of the obligations, should be in a compliant procedure. For realisation of this procedure the concerned party in case of infringement should address the claim to other party. The party which received the claim, should direct to other party the substantiated answer within 10 working days from the moment of receipt.

1.3.2.If the compliant procedure specified in clause 1.3.1., have not come to the resolution of disagreements, Participants have the right to challenge the decision or behaviour of the Organizer in connection with the data of procedure of sale. For this purpose the Participant could send the letter on the electronic address <mailto:> which will be consider according the rules described further in clause 1.5.6.

1.4. Other provisions

1.4.1. Participants independently incurred all expenses connected with preparation and submitting of the Offer, and the Organizer has no expenses in connection withthe above and had no obligations, irrespective of a course and results of the procedure of sale.

1.4.2. The organizer should provide reasonable confidentiality about all data received from Participants, including the Offers contents. Giving this information to other Participants or the third parties are possible only in the cases which have been directly provided by the current legislation of Ukraine or the present Documentation.

1.5. Counteraction to a corruption and fraudulent practice

1.5.1. The purpose of PrJSC «MTS UKRAINE», (further - the Company), are advancement of high ethical standards in relations with the counterparts and construction of mutually advantageous relations on a long-term basis. Relations with counterparts are based on a principle that all participated organizations observe the highest ethical standards at interaction with the Company.

1.5.2. For all stages of process the Company established the following:

All procedures of the Company are conducted on an open and transparent basis with observance of all requirements of the local legislation, and also applicable requirements of international law. Thecompanyis a part of OJSC «Mobile Telesystems» (NYSE: MBT), the company «Mobile Telesystems» is quoted at the New York stock exchange and should fulfil of Sarbanes-Oxley Act.

Corruption practice means the actions that influence on the offer, submitting, transfer or the requirement, directly or indirectly, any material or intangible benefits with the purpose to affect to other party.

The fraudulent practice means any action or failure to act, including distortion of the facts that leads to false representation or attempt to mislead other party for the purpose of reception of material or intangible benefits.

1.5.3. The PrJSC «MTS UKRAINE» has the right to reject the Offer if it isdetermined that the Participant has been involved in a corruption or fraudulent practice at any stage of procedure of sale. TheCompany hasthe right to cancel the Agreement concluded with the Winner by results of the procedureby providing the written notice signedby the General director ofPrJSC «MTS UKRAINE» in case it will be revealed that the Winner had been involved in a corruption or fraudulent practice.

1.5.4. The Company has the right to reject the Offer of the Participants which have been entered into among themselves any agreementswith the purpose of affectingon the Winner of the procedure.

1.5.5. The Company reserved the right to itself to declare the Participant as the party which does not have the rights to take part for a determined or uncertain time, in any further mutual relations with the Company if it will be revealed that the Participant had been involved in a corruption or fraudulent practice both during the procedure or after it or in case the Participant or its officials were determinated in similar practice by state structures.

1.5.6. In case the Participant has bases to assume that on any of request of proposals orprocedure of salethe opaque decision was done, or the decision which is not equitable maximum to interests of the Company the Participant could confidentially report about such facts on a hot line of the Company according to the Policy on the prevention of illegal actions. Consideration of such message will be coordinated by the Head of Group of Internal Audit. The results of the investigation will be reported to such Participant, and company management.

For this purpose the Participant could use any mail box on popular servers of e-mail, through the Internet cafe or with any other place who did not demand obligatory registration of users, or did not use algorithm of the identification card of the sender. The messageshould be directedto the address: . There are also other methods of information transferring, the detailed information can be receivedby the link: <.

All electronic messages which were received on will be considered by the Head of Group of Internal Audit during 2 working days who will specify expected time of the final decision on each message and will report about it to the sender.

2. Subject of procedure of sale

Subject of Sale are Administrative, IT, Telecommunication Equipment, Cars which were earlier in operation.

Procedure of sale is divided on the following Lots:

Lot №1 - the Administrative equipment

The target price for Lot №1 is 774016 USD (incl. VAT)

Lot №2 –The information and technical equipment (IT)

The target price for Lot №2 is 318874 USD (incl. VAT)

Lot №3 –Auxiliary Telecommunication Equipment

The target price for Lot №3 is 10 750418 USD (incl. VAT)

Lot №4 – Cars

The target price for Lot №4 is 377511 USD (incl. VAT)

Lot №5 –Base Telecommunication Equipment

The target price for Lot №5 is 10 018427 USD (incl. VAT)

3. The rules of procedure of sale.

3.1.The notification of procedure of sale are publishedaccording to clause 1.1.1. Other publications are not official and donot carry for the Organizer of Sale any consequences.

3.2.To participate in the procedure of sale the Participants that comply with present Documentation requirements should receive an electronic copy of the Documentationby entering anapplication (the Form is attached)by e-mail:.

Subject of the letter is “Application to theProcedure of sale of Goods”

The payment for granting of the Documentation are not withdrawn.

3.3.The organizer of procedure of sale is responsible for compliance of conditions of the Notification of carrying out of procedure of sale and the Documentation only for those Participants of procedure who had received the Documentation in an order specified in clause 3.2.

3.4.Lots are not divided.

3.5.The equipment is on sale by a principle «as is» and the Organizer do not bear responsibility for its quality.

3.6.The equipment is not subject of return or exchange.

3.7. Delivery terms - shipment at own expenses from warehouses and objects of the Autonomous Republic Crimea

3.8. The target priceis specified in the Subject of procedure of sale

4. Offers preparation

4.1. General requirements to the Offer

The participant should submit the offer on purchasing of all volume of the equipment listed in the Lot.

Each document entered into the Offer should be sign by the person who has the right to act on behalf of the Participant without the letter of attorney, or the person properly authorized by it on the basis of the letter of attorney. In the latter case the verified copy of the letter of attorney are to be put in the Offer.

Each document entered into the Offer should be seal by the Participant.

No corrections in the text of the Offer are valid, unless these corrections were certified a hand-written inscription «correct to trust» and the sign manual of the authorised person close to each correction.

ParticipantsOffers and their parts of the procedure of sale are not subject to return.

4.2. Requirements to language of the Offer

4.2.1. All documents enter into the Offer should be prepared in Russian,Ukrainian or English languages.

4.2.2. The organizer has the right not to consider the documents which have not been translated into the languagespecified in item 4.2.1.

4.3. Explanation of the Documentation on procedure of sale

4.3.1. At any stage of procedure of sale the participant has the right to address to the Organizer for explanations of the present Documentation on procedure of sale. Inquiries about an explanation of the Documentation on procedures of sale should be sent by e-mail (see item 3.2).

4.3.2. The organizer in reasonable time should answer to any question that received no later than for 2nd day before the expiry of the term of acceptance of the Offer. If according to the Organizer opinion the answer to this question is interesting to all Participants the copy of the answer (without instructions of a source of inquiry about an explanation) will be directed to all Participants which officially have received the present Documentation (subsection 3.2.).

4.4. Prolongation of date of termination of acceptance of Offers

4.4.1. If necessary the Organizer has the right to prolong the date of termination of acceptance of the Offers with the notification of all Participants.

5. General requirements to Participants. Confirmation of conformity to the requirements.

5.1. Requirements to Participants

5.1.1. In procedure of sale could take part:

othe organizations both registered in territory of Ukraine and non-residents;

othe organisations which have in due time submit properly arranged Application form for participation in procedure of sale (the form is attached) and the offer.

othe organisations meet all requirements mentioned in the Documentation for procedure of sale.

6. Offers submittingand their acceptance at the first stage of procedure of sale

6.1. Offers should be sentto the electronic address:

The subject of the letter is «Procedure of sale of Goods»

In the offer the Participant should specify the following data:

oa full company name of the Participant and the postal address;

othe name of contact person, position, electronic address, phone.

6.3.The date of Offers submission - from the moment of thepublicationoftheannouncement

till4 PM, 14 October, 2014

7. Change and withdrawal of Offers

7.1. The participant of procedure of sale had the right to change or withdraw the submit Offer provided that its corresponding written notification will be received by the Organizer of procedure of sale for 2nd working day before the expiry of the term of the termination of acceptance of Offers. Notification about change of the Offers received with infringement of the specif term will not be considered.

7.2. In case of change of the Offer the Participant of procedure of sale should prepare and direct to the Organizer of procedure of sale the following documents:

oNotification to the Organizer of procedure of sale with the request for change of the Offer on the officialletterhead paper of the Participant of procedure of sale;

othe list of changes in the Offer with the documents of the initial Offer which the changes are concerned;

onew versions of documents that should be changed.

7.3. Notification about changes or a withdrawal of the Offer together with all annexes should be done according to clause 6.1. The subject of the letter should be «Change of the Offer for sale of Goods» or «A withdrawal of the Offer for sale of Goods».

8. Offers opening procedure

8.1. The organizer conducts the opening procedure without Participants.

9. Evaluation of Offers and negotiation

9.1. General provisions

The evaluation of the Offers should be done by the organizer of procedure and other persons (experts and specialists)involvedby the organizer.

The Offers evaluation includes a selection stage, an estimate stage and negotiations (if needed).

The procedure, criteria and techniques of Offers evaluation could be changed to the subsequent stages of the procedure. It should be reflected in the Documentation on the subsequent stages with the notification of the participants which have passed the first stage.

9.2. Selection stage

Within the limits of a selection stage should be checked:

ocorrectness of registration of the Offers, their conformity to requirements of the present documentation;

oconformity of Participants to requirements of the present documentation;

oconformity of the offer to requirements of the present documentation.

Within the limits of a selection stage the Organizer could enquire from Participants of an explanation or addition information of absent documents of their Offers. But the Organizer has not the right to enquire an explanation or to demand the documents that change an essence of the Offer.

By results of carrying out of a selection stage the Organizer has the right to reject of the Offer which:

oin an essential measure done not meet the requirements to arrangement of the present documentation;

osubmit by Participants who do not meet the requirements of the present documentation;

ocontained the offers which in essence are not meet technical, commercial or contractual requirements of the present documentation;

ocontained plain arithmetic or grammatical errors with which correction the Participant had disagreed.

9.3. Evaluation stage

Within the limits of an evaluation stage the Organizer makes participants ranging on degree of preferences for the Organizer based on the following criteria specified in decreasing order of the importance:

the offer cost on purchasing of Goods (the basic criterion of an estimation);

terms of the buying of goods;

readiness for fixing of cost.

9.4. Negotiation

After consideration and evaluation of Offers the Organizer have the right to carry on negotiations with any of Participants regarding any part the Offer.

Negotiations could be conducted in one or few rounds. The priority of negotiations will be established by the Organizer.

Negotiations are conducted with each participant individually.

At negotiation the Organizer will avoid disclosing to other Participants content of the received Offers, and also information about negotiation running. Namely:

oany negotiations between the Organizer and the Participant are confidential;

oany of the parties of negotiations does not open to any other person any technical, price or other market information concerned these negotiations, without the consent of other party.

10. Determination of the Winner of procedure of sale

10.1. Representatives of the Organizer on closed meeting will determine Winner/winners of the procedure of sale by results of an evaluation of Offers.

10.2. After the approval of the decision on results the Participant of procedure of sale willbe notifiedabout acknowledgement of it by Winners/winners of procedure of sale and about a place and an order of signing of the agreement of delivery.

11. Signing of the Agreement

11.1. The agreement between the Organizer and Winners/winners should be signed in optimum terms for the Organizer.

11.2. PrJSC «MTS UKRAINE» has the right to terminate the contract with the notification the counterparty in written form not later than in 30 calendar days prior to an expected cancellation date of the agreement.

12 Notification Participants of results of procedure of sale

12.1. After the decision regarding results of procedure is approved, Participants of procedure of sale within three working days will be informedabout the decision by the personal notification.

APPENDIX 1. REQUIREMENTS TO THE PARTICIPANTS AND TO THE OFFER

The offer should be prepared according to the Appendix 2 (send to Participant in response to application) and contain the following:

1. The price offer what should contain:

Total amount of equipment/materialsper lot (it is necessary to fill appendix 2).

All prices should be specifiedinUAH with the VAT, on the terms of shipment at own expense from warehouses and objectsof the Autonomous Republic Crimea - for the companies registered in territory of Ukraine).

For the companies non-residents - all prices should be specifiedinUSD, on the terms of shipment at own expense from warehouses and objects of the Autonomous Republic Crimea.

2. Periodof purchase of the equipment/materials in calendar days.

3. Payment terms (conditions of the Organizer - 100 % advance payment).

4. Copies of the following documents (for the companies registered in territory of Ukraine):

Copies of registration certificates and registration in tax authorities;

A copy of the certificate of inclusion of the company in the United State Register of the enterprises and the organizations of Ukraine.

Enterprise Charter (motorized copy)

6.Data of the enterprise (ownership and legal position of the enterprise; name and address of a headquarters , date of foundation, place of registration).

7. The contact person, authorized to represent the company regarding mentioned issue (name, Post adress, mob.tel., fax, e-mail).

8. The Participant should confirm the consent with listed below conditions(In case of disagreement to specify acceptable conditions):

Forms of Documents