Non-profit organization Fund for Development of the Center for Elaboration and Commercialization of New Technologies ORDER December 15, 2010 No. 16/1 City of Moscow On approval of the Regulations for the Investment Committee of the Skolkovo FundFor the purpose of organization of the work on the financing of activities aimed at providingassistance 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 Developmentof the Center for Elaboration and Commercialization of New Technologies (hereinafter referred toas the Skolkovo Fund).2. To state that before the Innovation Priorities are defined, the fulfillment of condition stipulated insubparagraph 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 Provisions1. The present Regulations define the powers as well as the procedure of forming and activities ofthe 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, datedSeptember 28, 2010, "On the Skolkovo Innovation Center" (hereinafter referred to as the Law), bythe Skolkovo Fund Charter Documentation, the present Regulations as well as by other documentsof 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 legalentities (hereinafter referred to as the Applicants) in order to assist them in carrying out of theirInnovation Projects.4. Applicants may be legal entities granted the Project Participant Status for creation andmaintenance of operations of the Skolkovo Innovation Center in accordance with the Law. II. Composition of the Investment Committee5. 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 thatare 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 financingresearch, 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 connectionwith participation in the Investment Committee meetings, in the amount stipulated in the agreementsigned with the Skolkovo Fund for performing the functions of an independent member of theInvestment 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 Committeein his/her absence.9. The composition of Investment Committee includes an executive secretary appointed by thePresident 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 InvestmentCommittee meeting on his/her own initiative. Investment Committee meetings at which questionsconcerning providing financing to Applicants are considered, are convened on the grounds of thedecision of the Investment Committee Chairman, made as advised by the executive director of therelevant Skolkovo Fund cluster.11. Agenda of the Investment Committee meeting is defined by the Investment CommitteeChairman. An Investment Committee member has a right to submit a proposal about including inthe meeting agenda any questions related to the Investment Committee’s competence, with theexception of questions related to the providing financing to an Applicant.12. Investment Committee meetings are held in presentio. The Investment Committee Chair isentitled to make a decision for holding an Investment Committee meeting in absentia.13. The executive director of relevant Skolkovo Fund cluster advises the Investment CommitteeChairman to convene an Investment Committee meeting to make a decision concerning providingfinancing to the Applicant upon the following conditions: A) The project presented by the Applicant is an Innovation project in accordance withsubparagraph D of paragraph 2 of the Regulations on assigning and termination of the status ofproject participant for the creation and maintenance of operations of the Skolkovo InnovationCenter; B) The Applicants Innovation project corresponds to the Innovation priorities; C) The Skolkovo Fund investment officer has developed an Evaluation sheet in accordancewith the form stipulated in Appendix 1 to the present Regulations (hereinafter referred to as theEvaluation Sheet); D) The Skolkovo Fund investment officer has developed an Investment Committee draftdecision.14. Convening of the Investment Committee meeting is carried out by the Investment Committeeexecutive secretary not later than three days prior the date of holding the meeting, by means ofsending 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 EvaluationSheet and the investment memorandum of the Applicant prepared in accordance with the formstipulated in Appendix 1 to the present Regulations; E) Investment Committee draft decision prepared by the Skolkovo Fund Investment Service. IV. Holding of Investment Committee meetings16. The Investment Committee meeting is legally competent if no less than fifty percent of theInvestment Committee members are present at the session, including at least one independentmember.17. An Investment Committee member, being an interested individual in relation to the Applicant isto inform the Investment Committee members about this before the meeting starts.
In case of violation of this requirement, the abovementioned Investment Committee member issubject to expulsion from the Investment Committee. The Investment Committee members, beingSkolkovo Fund employees are also subject to disciplinary actions.An Investment Committee member is considered to be interested in relation to an Applicant, ifhe/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 isnot entitled to take part in the discussions and voting on the question of providing financing to theApplicant. In accordance with paragraph 24 of the present Regulations, the abovementionedindividual 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 theApplicant, the Investment Officer reports to the Investment Committee members on the generalprovisions of the Evaluation Sheet and presents the draft decision prepared by the Skolkovo FundInvestment Service.20. The Applicants representatives are entitled to be present at the Investment Committee meetingduring the discussion of the question of providing financing to the Applicant. The Applicantsrepresentatives do not take part in the voting.21. By the decision of the Investment Committee Chair invitees, (such as experts, etc.) in aconsultative capacity, can take part in the meetings.22. As for the question of providing financing to the Applicant, the Investment Committee is entitledto make one of the following decisions: A) to provide the financing; B) to return the materials presented to the Investment Committee meeting for furtherelaboration or revision; C) to deny financing.23. When making a decision on providing financing to an Applicant, the Investment Committeedefines: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 whichfinancing may be provided to an Applicant.24. The decision of the Investment Committee is considered final, if more than fifty percent of theInvestment 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 theInvestment Committee Chairman and the executive secretary.Part of the Investment Committee decision, containing information stipulated in subparagraph 1 ofparagraph 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 Applicants investment memorandum and Evaluation SheetI. Investment memorandum1. 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 thesphere 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 Applicants financial plan, short summary (investment volume required for the Innovationproject’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 theSkolkovo Fund Order "On approval of the form of the Application of the Applicant for status ofproject participant for the creation and maintenance of operations of the Skolkovo InnovationCenter, list of documents to be submitted when filing the Application for awarding of projectparticipant status, project road map sample and the nondisclosure agreement form, concerning theinformation 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 Applicants name, PSRN, TIN, main registration number of the project participant oncreation and maintenance of operations of the Skolkovo Innovation Center.4.2. Shareholders of the Applicant and entities assisting the Applicant in the realization of theInnovation 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 Applicants current activities.
4.4. Experience and qualification of the Applicants chief officers and other key workers.4.5. The Applicants assets, necessary for achieving his/her goals (material, nonmaterial).4.6. The Applicants current financial condition (if available - financial statements).5. Financial plan.5.1. Information about the investor (investors). Documents confirming the intention of investors toinvest 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 Applicants sales forecast.The financial plan is drawn up divided into quarters for the entire period of realization of theInnovation 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 Applicants Innovation Project.7.1. Volume of financing applied for from the Skolkovo Fund, time frames and conditions of itsprovision.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 independentmembers in the realization of the Innovation Project.f) Skolkovo Fund investment officer’s recommendation.