Alexander Gorbachev v Andrey Grigoryevich Guriev [2024] EWHC 2174 (Comm)

“In or about July 1995, Mr Khodorkovsky agreed to pay Mr Guriev a fixed fee for managing Apatit during the aforementioned one-year trial period. At a subsequent meeting in or about July 1995, Mr Guriev agreed to pay Mr Gorbachev 30% of the fee that he (Mr Guriev) would ultimately receive from Mr Khodorkovsky (the "July 1995 Arrangement")…” and that “… (i)n exchange for his 30% share of Mr Guriev' s fee, Mr Gorbachev took over primary responsibility for managing and developing Apatit during the one-year trial period.”

“ Q. … And at the time you assumed your first deputy role in 1995 you didn't have any agreement with Mr Guriev entitling you to any specific share of any payments Mr Guriev received, did you? A. Not in 95, no. Q. It was -- the first agreement you say you had with Mr Guriev in relation to a split was January 1996; is that right? A. Yes, … yes.”

“Q. Your appointment as deputy general director had nothing to do with an agreement by Mr Guriev to share a fee with you, did it? A. Yes, it's correct. Not when the deputy director, only when CEO. Q. So the whole of this last sentence of paragraph 17 is wrong, isn't it? A. And it's not correct with date and appointment, but 30% is correct … Q. Well, what part of that sentence are you suggesting is correct? Just focus on the words in your pleading. A. Yes, the 30% is correct, was have deal, but date and when I was appointment CEO. Q. Look at the sentence in paragraph 17 that I am asking you about, Mr Gorbachev: "In furtherance -- A. Last two, the date and deputy director, it is not correct, yes. But 30% was correct and it was made later. Q. We are coming to that but I am just focusing on this allegation and I just suggest to you if you were trying to assist my Lord you would accept that that last sentence is incorrect? A. Last sentence, yes, it's not correct.”

“I understood from the early days of my involvement with the project that, if we were to continue managing Apatit after the trial period ended, the management team would receive 10% of shares and interest in Apatit, and could later discuss a further option to get more, to give us some incentive. According to Mr Guriev, this is what Mr Khodorkovsky promised him. I specifically remember Mr Guriev telling me that “we” would get this in one of our conversations.”

“ Q. What do you mean by "early on during the trial period"? Do you mean a few weeks, a few months, what do you mean? A. Yes, possibly a few weeks or months, yes, approximately. Q. It's your witness statement, Mr Gorbachev. What are you saying? A. Because I told already in the witness statement I don't remember exactly the time but it was shortly after, yes, start trial period time. Q. So the trial period, have I understood this correctly, started after your initial assessment of Apatit on your -- A. It was not fixed deal or any agreement in writing. It was approximately estimated from our first visit to Apatit in July 1995, yes. … Q. So if this conversation about the 10% that you were referring to in paragraph 80 happened shortly after that, it was some time in the autumn of 1995; is that what you're remembering? A. Yes, possibly, yes. Q. Possibly -- I am asking what you remember, Mr Gorbachev. A. I don't remember exactly. But I remember it was definitely some period of time after first visit. Q. Before 1996? A. I think so, yes.”

“Q. So there is no pleaded case of a discussion in autumn 1995 about the 10%, is there? A. Yes. Q. Yes, there is a pleaded case? Where is that pleaded, Mr Gorbachev? A. No, I mean it's not here. Q. It is not here? A. Yes. Q. So are you suggesting that what you are telling us now is something that was just inadvertently omitted from the pleading? A. No, it's my witness statement, it's my better recollection, yes. Q. So the pleading's wrong? A. Something maybe it is not there, yes. Not pleading wrong, but maybe it is not everything there.”

“Q. It was burdened with debt? A. Yes, it was financial problems, yes. Q. It had high production expenses? A. Yes. Q. Low production volumes? A. Yes. Q. Lacked an effective sales and distribution network? A. Yes. Q. And there appeared to be a lot of corruption? A. Yes. Q. With criminal gangs extracting large amounts of money from Apatit as a result? A. Yes. Q. And so although you thought it could be turned around there were no guarantees, were there, that it could be turned around? A. It was a possibility, it was like huge potential project, yes, but on this period of time it was a little difficult. Q. There were no guarantees you were going to be able to make a success of it, were there? A. Guarantee, not. Q. There was a lot of risk that you might not be able to make a success of it? A. Yes, it was risk. Q. And owning shares in Apatit was not an obvious way of making money in 1995, was it? A. Yes, not obvious, yes.”

“21. At a meeting held in or about January 1996 (in the offices of the Menatep Group located on Kolpachny Lane in Moscow) Mr Guriev told Mr Gorbachev: (1) That Mr Khodorkovsky had agreed in principle (and subject to the outcome of the one-year trial period) that Mr Guriev would have a 10% interest in "the fertiliser business" (meaning any entities carrying on business in the fertiliser industry which formed part of the Menatep Group, including, at this stage, the Apatit Group); and (2) That Mr Khodorkovsky had agreed that there may be an option for Mr Guriev to increase his interest in "the fertiliser business" from 10% to 50% in the future, depending upon the success of the business. …. 23. At the same meeting held in or about January 1996 (as referred to at paragraph 21 above) Mr Guriev and Mr Gorbachev had a discussion about the management of the business and agreed that Mr Gorbachev would become the General Director of Apatit-Trade… … 24. At the same meeting held in or about January 1996 (as referred to at paragraphs 21 and 23 above) and in exchange for Mr Gorbachev's agreement to become General Director of Apatit-Trade, Mr Guriev agreed and/or represented that, subject to the outcome of the one-year trial period and the implementation of the arrangements that Mr Guriev had agreed with Mr Khodorvsky [sic] (as described in paragraph 21 above), Mr Gorbachev would have a 30% interest in each of: (1) Mr Guriev' s 10% interest in "the fertiliser business" (following the conclusion of the one-year trial period); and (2) Any further interest which Mr Guriev might subsequently acquire in "the fertiliser business";”

“It was risk because it was strong suggestion from Mr Guriev that my shares, and later on when he agreed about Antoshin shares, will be hold on his name and he will be never on the any signed commercial or contract deal and it will be safety under his name until yes, we are operated by the commercial business and potentially have some risk, commercial risk and criminal risk as well. ... It's -- not about proper attack. It was, yes, strong suggestion from Mr Guriev, yes, that it will be better keep my interest to my shares under his name because he will be never on the risk on any commercial deal. What we can see what's happened later on. … Because if something happened it is nothing under my name and nothing could be taken from me and it was the reason.”

“Q. Yes. And he didn't need to be a shareholder, did he, to receive good money? A. We had a plan to build a house, so I assumed it is not enough for future life. And of course I would have to be …independent.”

“A. … by investing my own money, I would be stuck in this project, but knowing the whole situation, knowing the story and knowing there will be no profit there for the foreseeable future, given the number of debts in Apatit and the corruption and the horror on the management level. Of course, this very general "offer" of being a 50/50 owner and investing $50 million for that time, investing in a dead corpse, as it were, it wasn't very attractive at all. It was easier for me to earn, keep earning 10% from my existing enterprises. That was a pure business decision that was normal at the time.”

“1.1. To create, together with A.G. Guriev, one whole holding for mining and chemical complex (Apatit, VMU, and other plants, excluding trading companies), 50% of this holding shall be taken for GML 1.2. A.D. Golubovich to submit an opinion about the most preferred jurisdiction for the above- mentioned holding for the best quotation of its stock in the western market. 1.3. V.G. Prokofiev to work out a scheme for creating this holding, taking account of the possibility to exclude a potential complication in the current activity of the mining and chemical complex.”

“To enter into transaction with 'Chemicals and Mining Universal Limited' on purchase of the 50% Stock of Shares of 'Anvilco Holdings Inc.' and further management of the whole business of 'Anvilco Holdings Inc.' on the terms and conditions of the listed further agreements and documents;”

“I had various other encounters which offered insight into the ownership of the business as well. At the celebration for the anniversary of Apatit in November 1999 referred to above, I remember referring to Mr Gorbachev as a boss or a manager and was corrected by Ms Irina Borisovna Strizhova, who was a commercial director of the company Balakovskye Mineralnye Udobreniya, Saratov oblast, at the time. She said Mr Gorbachev was better described as a ‘master’ of the company. ‘Top boss’ or ‘manager’ was not high enough to describe him. I took this as further confirmation that Mr Gorbachev was one of the owners of the business. I also recall that Mr Guriev, Mr Gorbachev and Mr Antoshin stood together during the church ceremony for Mr Lymar’s funeral. This was another occasion when I was told ‘our masters’ were present by Mr Vladimir Sergeevich Sushev, the director of science from the research institute, OAO NIUIF, since 1998. The funeral was very religious, and I expressed my surprise at this to him and I recall him responding to say words along the lines of “don’t be surprised it is religious as our masters are here”; they were there and wanted it to be religious. He also told me not to ask any additional questions. Throughout my employment, I remained of the view that there were three owners of the business, Mr Guriev, Mr Gorbachev, and Mr Antoshin. As well as the rumours and conversations with Mr Yushkov and Ms Strizhova, you could see that Mr Guriev, Mr Gorbachev and Mr Antoshin were owners from their behaviour, that was part of the post- soviet way. The way a person behaved, talked, walked, and shook hands for example would all demonstrate they were in charge. Mr Guriev and Gorbachev in particular also had offices, drivers and security to reflect their status. … I understood Mr Guriev, Mr Gorbachev, and Mr Antoshin bought the business from Mr Khodorkovsky in around 1999. Mr Khodorkovsky was getting rid of non-core businesses to focus on the oil business and ownership went to our masters. I came to know about this at a meeting at the end of May 2000 with US partners, IMC Global. IMC Global’s top management, Mr Gorbachev, Mr Filimonov and Mr Stanislav Pomytkin attended the meeting. Mr Guriev did not attend. At the meeting, Mr Gorbachev said we had bought the business from Mr Khodorkovsky and said something along the lines of “we are our own masters”

“A. Well, in that case what he meant is that we shall put a line, you know, between us and Mr Khodorkovsky, put a kind of border between us who by now was concentrating solely on his oil projects.”

“Q. Yes. So I am just -- first of all, I was just trying to clarify, when you say in paragraph 35: "It was at this time that I formed a concrete understanding ..." As to the ownership of Phosco, you are talking about the time you joined PhosAgro in spring 2003; is that right? A. That's correct. Q. And is the concrete understanding that you say you formed at that time, what you describe if we go back in your statement to paragraph 31 {D1.1/27/5}: the belief that Mr Guriev and Mr Gorbachev "co-owned PhosAgro's 50% share of the business 50/50"? Is that the concrete understanding you're referring to? A. Yes, that's correct. Q. Was that what Mr Gorbachev told you? A. No, it's because how Mr Guriev treated Mr Gorbachev, addressed to him during the meetings with the management team. Q. So it was your perception based on watching the two of them interact together; is that what you're describing? A. That's correct, it's my -- it was my understanding. Q. But not based on anything you had been told, just your perception of seeing the two individuals working together? A. No. I never discussed the co-owners of the PhosAgro, neither with Gorbachev nor with Guriev.”

“3. Value and Method of settlement The value of each of the Participation Interests will be further agreed by the Contracting Parties, but in any case must not be less than the nominal value and must be determined on a reasonable basis, on the principles of mutual partnership (hereinafter "Value of the Interest"). The payment method, terms and dates will be further agreed by the Contracting Parties.”

“… key members of Mr Guriev’s team … It seemed to me at the time that Mr Antoshin was more important than Mr Gorbachev within the business, as he handled all financial matters and so was closely involved with the functioning of the business. On the other hand, Mr Gorbachev only handled the sales side of the business, although I quickly recognised that he was not really involved in the detail of the sales process itself, rather he appeared to manage the relationships with senior contacts at various clients. Mr Antoshin was very trusted by Mr Guriev, and I personally saw him as his number 2. The relationship between Mr Antoshin and Mr Gorbachev at this point was not good. They were colleagues, but certainly not friends. Mr Gorbachev spent a lot of time with Mr Guriev during these years, going on vacation with him and trying to get as close to him as possible. It was common in the business to go on holiday together at that point (I went a couple of times) with Mr Guriev. However, Mr Antoshin did not go, or only very seldomly went, on such joint holidays. In my eyes, Mr Antoshin was a completely self-sufficient individual and was not trying to improve his position in the group by making friends with people.”

“I had a good relationship with Mr Gorbachev who was popular and well-liked within the business. He was outgoing and sociable and formed many good relationships with other individuals who were involved with the Mineral Group, hence why he was involved with sales relationships. This was his main skill. There is a phrase in Russian called the “wedding general”, which describes a person who can behave in high society as if they are powerful and influential, but in fact they are neither of those things. This, to me, describes Mr Gorbachev. My view of Mr Guriev at that time was that he was an introvert and he used Mr Gorbachev as his ‘front man’, giving him instructions on how to behave and what to tell people. Mr Guriev, unlike Mr Gorbachev, did not like making speeches or attending big formal dinners, but on occasions when an important speech needed to be made on behalf of the business, it was Mr Guriev who would work with the speech writers to get the messages correct.”

“As the document involved PhosCo, I was involved in reviewing drafts of the agreement, being prepared by Mr Mezentsev and Mr Mariashin. I understood from Mr Guriev that he wanted to give Mr Gorbachev and Mr Antoshin a 5% share each in PhosCo out of his stake. I did not have any specific discussions with Mr Guriev about the level of the incentive that was granted, but I do recall that it was granted by PhosCo, as I do not believe that the incorporation of PhosAgro had been completed by that stage. I do not recall discussing the arrangement with Mr Gorbachev or Mr Antoshin at the time, although I of course discussed the option with both individuals on various occasions over the subsequent years.”

“At no point when the option was granted did Mr Gorbachev mention that he was entitled to shares greater than this 5%. It is illogical to me that he would be entitled to more than this or more than Mr Antoshin. It also seems totally contrary to the importance that Mr Gorbachev clearly still placed on the 2001 Option in 2005, when Mr Gorbachev and his lawyer requested to have the document re-signed and notarised in London, an event I attended. If he was entitled to a greater shareholding, I cannot think of a reason why he would not have wanted this reflected in the original agreement.”

“… My understanding of the requirements of the IPO was that there was no requirement from a legal perspective to show a paper trail of how shareholders had obtained shares in the IPO process. The only necessity was to disclose the identity of the shareholders in the IPO memorandum, but not to disclose how the shareholders obtained shares.”

“We hereby acknowledge receipt of the letter from the Seller addressed to us (CMU) dated 21 of January 2004 relating to the sale by you of one hundred per cent (100%) of your shares in PI, constituting one hundred per cent of the authorised share capital of PI (the "Shares") to a third party(ies) (the "Sale").”

“In 2003, in the circumstances of the investigation into the affairs of Yukos and Mr Gorbachev’s departure from Russia, and in circumstances where Mr Gorbachev was unlikely to exercise the option before the end of 2003 (the time limit specified in the First Option Agreement), Mr Guriev agreed with the advice of Ms Charidemou and Mr Mariashin that his shareholding in Phosco (and thus also the share option) should be restructured. As a result, a further option agreement was entered into between Mr Gorbachev and B&C Consultants Limited which came to be dated 19 November 2003 (the “Second Option Agreement”), pursuant to which Mr Gorbachev was re- granted a 5% share option in PhosCo. B&C Consultants Limited was a company formed to hold a stake in PhosCo. …”

“… was, of course, my fault, because I had never got round to finalising the agreements between B&C and Mr Gorbachev and B&C and Mr Antoshin. Whilst I was conscious of the fact that they would have to be done at some point, it really was never a priority for me, because the arrangements between Mr Guriev and Mr Gorbachev were confirmed by the 2001 Option Agreement and I thought that agreements with B&C could be executed at any point.”

“A. That is not the case. If you open the trade register of B&C company, you will see that in January 2004 B&C company became a 10% shareholder in Phosco, and this document was executed, it was realised, one of those documents. And nobody asked me to hide anything. It was an official document, it was open. You could open the register and see it with your own eyes.”

“Q. And the first agreement was a single agreement with Mr Gorbachev and Mr Antoshin, but on this occasion there were separate agreements, one with Mr Gorbachev and one with Mr Antoshin; that's the first difference, and you understand that? A. Yes. Q. And is that what you had instructed Mr Mariashin to do? A. I gave him only one single instruction: to officially reflect a new option agreement to protect the assets of my friends. At that time, they were people very dear to me, like family, like family.”

“Q. The reason you didn't explain in your asylum statement that you were a co-owner of Apatit alongside Mr Khodorkovsky, Mr Brudno and Mr Lebedev is that you know you weren't. That is right, isn't it? A. No, it is not correct. The reason was that I have to protect Mr Guriev, Mr Antoshin because in one stage what lawyer explained my statement will be open to the Russian prosecutor on the extradition case and one of my important position was not extradite, and secondly it was strong message from Mr Guriev through Mr Mariashin who was deeply involved on preparation of my statement asylum and was a lot of meeting with Gherson and provide document and it was strong message that I will need to protect Mr Guriev, Mr Antoshin and not give any information about their name and their involvement of this business. Q. That didn't stop you saying that you were a co-owner. Even if that had happened that wouldn't have stopped you saying you were a co-owner of Apatit? A. But in this case I have to open Mr Guriev and I have to protect him.”

“When I left Russia on 28 January [2004] I travelled by air from Moscow to Geneva, Switzerland, arriving the same day. I travelled on my own and the main purpose was to seek medical assistance. The secondary reason concerned business. I had a Swiss visa which permitted multiple visits for 90 days (in total or per visit, I'm not sure which) and was valid from July 2003 to July 2004.”

“339. I returned to Russia after New Year and my family skiing trip. The following night after I returned, I got a note from Mr Antoshin through his driver, in the middle of the night. The note told me not to call anyone or use any credit cards, just buy a ticket with cash and fly out to Geneva as soon as possible because otherwise I could be arrested – I had been invited for a “conversation” with the prosecutors. 340. I took an 8am flight, the first available one, to Geneva. My driver went to the airport and bought a ticket in cash. I was very nervous. 341. I fled Russia for Geneva. For money, I still had my credit card. I could also just ask Mr Goussarov for cash when I needed it. 342. After leaving Russia, having been invited for interrogation by the prosecutors, I became more careful in my telephone communications. I got a Swiss telephone number and started passing most messages to Mr Guriev through Mr Volkov, Mr Antoshin or secretaries.”

“The first I heard about the prosecutors' interest in me was within a few days of leaving Russia. It was the very end of January 2004 or start of February and I was in Geneva. In the course of a telephone conversation with someone in my office in Moscow, I was informed that a summons had been served on me at work to attend the GPO General Prosecutor’s Office . I was not unduly worried because I assumed it was a summons to attend as a potential witness, and such summonses were very common. … ”

“66. The purpose of the UK visa was essentially tourism. As I recall, it was before I left Russia that I engaged the travel agent concerned to obtain a fresh UK visa for me. … 67. I would like to make it absolutely clear that when I left Russia on 28 January I was not running away and that my purpose in putting a UK visit visa application in train was not to give me somewhere else to run to. I point out that in late January 2004, when the UK visit visa application was started, I already had visas for countries I could flee to, if that had been my objective at that time. In addition to the Swiss visa (valid July 2003 to July 2004), I also had a US visa (valid July 2001 to July 2004) as well as a Schengen visa (valid 7 October 2003 to 6 October 2004).”

“Up to the last days of March 2004, I had been absent from Russia for medical and business reasons and not because I was seeking to evade the authorities there. Up to this time, it was my belief that the authorities' interest in me was, at most, to ask me (as one potential witness among very many) a few questions.”

“94. During the course of the same visit and on or about 25 June 2005, Mr Guriev and Mr Gorbachev visited a health club on North Row in Mayfair for a couple of hours. Whilst in the sauna and in the relaxation area at the health club, Mr Gorbachev and Mr Guriev discussed (amongst other matters) their interests in "the fertiliser business". Whilst they were together in the sauna and in the relaxation area: (1) Mr Guriev said to Mr Gorbachev (in Russian) words to the effect that "You shouldn't worry about anything. Your interest is protected and secured under my name. It is more protected now because I am a Senator and they cannot come after me. I will continue holding your interest until the situation will be resolved in Russia" (the "First 2005 Declaration").”

“95. After they had left the health club on North Row, Mr Gorbachev and Mr Guriev went together to the Audley Public House in Mayfair. During the course of their discussions at the Audley Public House: (1) Mr Gorbachev told Mr Guriev that (following his grant of asylum in April 2005 and his grant of indefinite leave to remain) since the plan was that that his family were to join him in England (as they had already discussed) he would need financial provision to purchase a property. (2) Mr Guriev said (in Russian) words to the effect that "I will hold your 25% of the fertiliser business for you under my name. You shouldn't worry about anything." (the "Second 2005 Declaration").”

“Mr Gorbachev understood (from his discussions with Mr Guriev and Mr Volkov) that the purpose of Mr Guriev's visit to London was to finalise the arrangements by which his offshore companies were acquiring the remaining 50% interest in "the fertiliser business " (including PhosAgro) from the Menatep Group (as had been discussed and agreed between Mr Guriev and Mr Gorbachev between about 24 to 26 June 2005: see paragraph 92 above). Mr Gorbachev had been involved in earlier discussions relating to this acquisition from the Menatep Group, In particular, Mr Volkov had visited Mr Gorbachev in London and they had spent time discussing the terms of the acquisition.”

“Q. But you signed this form, didn't you? A. I signed it but it was prepared by the tax adviser and I think it is correct. Q. If you look at the declaration at the bottom, do you see that you are specifically declaring that you will notify the UK Inland Revenue without delay if there was a change in your circumstances or intentions and that the information that you have given in this form is correct and complete to the best of your knowledge and belief. Do you see that? A. Yes, but I don't remember this document here. Q. You understood, didn't you, Mr Gorbachev, that it was important that this document was true? A. No, because it was prepared by the tax lawyer I think it was correct. Q. You understood, didn't you, that it was important that what was said in this document was true? A. I think so, yes. Q. And you must have looked at what was said in this document before you signed it, mustn't you? A. Not really, because I believe that it's information correct what was prepared by the tax adviser. It was not my handwriting. Q. So you had told your tax adviser, hadn't you, that you considered yourself to be domiciled in Russia? A. No, I don't remember about conversation. Q. You had also told your tax adviser that your intention for the future was to return to Russia, if you look at 18(a)? A. No, I don't remember all of this conversation exactly. Q. And if you look at 18(b), you had also told your tax adviser that you intended, had originally intended that your residence would cease in 2005 but now you intended it would cease as soon as possible. Do you see that? A. It's not my handwriting, and I don't remember this. Q. Your tax adviser could not possibly have put this information in a form for you to sign unless you had told them this information, could they? A. Possibly we discuss some option but I don't remember exactly that it was agreed like this word.”

“Domicile NDJ explained that it would be useful for both Mr & Mrs Gorbachev to prepare detailed domiciled statements demonstrating their intention to return to Russia in order to avoid any risk of their being treated as domiciled in the UK for tax purposes. If they were domiciled in the UK for tax purposes then they would be taxable on their worldwide income and gains on the basis they were UK tax resident and their full estates would be liable to UK Inheritance Tax in the event of death.”

“Due to a change in Mr Gorbachev's residency status in Russia he was obliged to withdraw all his cash from his Russian bank account and place it in a safe deposit box in Russia. Mr Gorbachev's only other asset is 90% (tbc) of the shares of Fresnillo Trading Ltd, a Cypriot-incorporated company, which are held upon trust for him, During the accounting year ending 31 March 2005, Fresnillo Trading Ltd has not/has had X of profits.”

“Q: … Do you not accept, Mr Gorbachev, that your tax advisers were trying to find out what assets you had, whether you owned them legally or beneficially? A. Yes, but personally. Q. Personally? A. Yes. Q. You mean -- by personally you mean in your name; is that right? A. Yes, yes. Q. The Fresnillo shares were not held in your name, were they? A. I am not sure. At some stage I think it was my name. Q. Mr Saunders' understanding at the time of this conversation is that they were held on trust for you which would mean they were not held in your name, wouldn't it? A. No, I am not sure about the trust.”

“Q. Now, you also understood, didn't you, Mr Gorbachev, that your advisers, your tax advisers were interested whether -- in what assets you had in trust as well as in your personal name? A. Possibly, but I'm not sure it's here.”

“[Mr Saunders] summarised that his understanding is that AG's assets amount to the cash in the safe deposit box in Russia, 10% of the shares in [Fresnillo] and the monies he had received for consultancy services in Switzerland, which he will declare in his 2004/2005 tax return. RS asked AG to confirm his understanding that these are the only assets AG owns.”

“Q: So Mr Saunders was asking, wasn't he, for confirmation at this meeting that you attended that these were the only assets you owned? A. I don't remember he ask me or Areti Charidemou. Q. You did not tell Mr Saunders, did you, that you also had a shareholding in PhosAgro or Phosco? A. No, because I don't held. It was under Guriev name, not my name. Q. You did not tell Mr Saunders, did you, that you had a shareholding in PhosAgro or Phosco being held on your behalf by Mr Guriev? A. No. Q. Nor did you tell Mr Saunders that you were receiving income as a result of an interest you had in a fertiliser business in Russia? A. No.”

“Due to a change in my residency status in Russia, I was obliged to withdraw all my funds from my Russian bank account, place it in a safe deposit box in Russia, and leave the country rapidly. My partner, who resides in Russia, has access to the contents of the safety deposit box, to provide herself, our two children and also me with funds for living expenses by paying the funds into a Russian bank account on a regular basis. My only other asset is 10% of the shares of Fresnillo Trading Company, a Cypriot-incorporated company, which is currently held upon trust for me.”

“Q. The reason you told HMRC in this letter in January 2006 that your only other asset was 10% of the shares of Fresnillo held on trust for you was that that was the truth? A. Yes. Q. Now, your case in these proceedings, as we understand it, is that you had a 24.75% interest in what you call the fertiliser business and that Mr Guriev had specifically told you in 2005 that he continued to hold your shares under his name, yes? A. Yes. Q. Now, if that was true you could not possibly have written a letter in these terms to Her Majesty's Revenue and Customs on 31 January 2006, just a matter of months later, could you? A. Because I am not hold those shares myself and what I understand I don't need to report it to HMRC. Q. You were reporting to HMRC assets that were held on trust for you. Do you see that in the first sentence of the third paragraph? A. Yes, but I explain already I was not aware about the structure of the holding. I don't remember that it was trust. Q. You were telling HMRC specifically that the only other asset you had were these shares held on trust and Mr Gorbachev, I suggest to you it really -- if your case in these proceedings really were true you could not possibly have said that to HMRC on 31 January 2006? A. No, because it was not under my name. I cannot report it hold someone for me, what I understand. Q. Nor were your shares in Fresnillo under your name Mr Gorbachev. A. In this period of time I think it was under my name. Q. We just looked at the trust deeds, Mr Gorbachev. A. Yes, but I told I don't remember this document exactly. I have not been involved on the preparation.”

“… confirmed to me and to Mrs Charidemou that he wished to exercise his option to acquire 5% of shares in PhosCo. Thus, on 29 October 2007 he gave notice to B&C of his intention to do so. It was agreed that the shares would then be re-purchased by PhosCo for a sum of US$20 million. The figure of the USD 20 million was provided by Mr Volkov, because, I think, he knew the approximate value of the Phosco’s shares based on the various valuations of the business that were carried out. I am not sure whether Mr Volkov discussed this figure with Mr Guriev. However, I know that Mr Guriev became aware of the fact that the payment of the USD 20 million would be made.”

“WHEREAS the Assignor has an Option agreement with "B & C. Consultants Limited" a company duly incorporated and existing under the Laws of Belize and having its registered office at 60, Market Square, PO Box 364, Belize City, Belize, dated 19 November 2003 for the purchase of 5% of the shares in the issued share capital of company "Phosco Industries Limited" an International Business Company existing under the laws of BVI and having its registered office at Mill Mall, Suite 6, Wickhams Cay 1, P.O. 3085, Road Town, Tortola, BVI (hereinafter called "the option" ).”

“The Assignor as Trustee of the said Gamini Trust has an obligation under a loan agreement ("The Loan") to repay to the lender thereunder the sum of US$6,000,000 (six million US dollars) plus interest thereunder until the date of repayment and any fees or expenses connected to the Loan and intended to repay the Loan and associated costs out of the proceeds of the sale of the Option shares.”

“Further to our telephone conversation attached is the option agreement with the extension of time and deed of assignment of the option agreement to the trustees. I also attach a CV for [the claimant]. The company Phosco industries agreed to buy it's shares from the trustees for approximately US$20,000,000 (final figure is not agreed yet).”

“1. Option 1.1 This has been extended until the end of February 2007. 1.2 The Trust was established in November 2005, and the option was assigned shortly after that to the Trust. This was contrary to the information that had been supplied to [Mr Jacob] earlier. It would thus be the trustee who would exercise the option, acquire the shares, and have the ability to sell them. They believe they would be able to sell them for US$20 million.”

“Request: • To open a Trust bank account (Gamini Trust – not registered yet) with Julius Baer Guernsey. In this account approximately ½ of $20mn will be deposited in the JS account, the rest will go towards settling various expenses. Outgoing $10m payments to be clarified • The JS account will be a discretionary managed account (mandate profile to be determined). • Further, he is considering releasing ½ equity from his London residential address. JB may provide the financing and the proceeds will be managed by JB on a discretionary account. • Trustees of the GAMINI Trust will be Areti Charidemou and Maria Loizou (Cypriot based lawyers). … ”

“Q. Now, what I am going to suggest, Mr Gorbachev, is, given that this was being discussed between Ms Charidemou and Julius Baer shortly before your meeting with them, this must be what you were discussing with Julius Baer in the meeting with them? A. No, I don't remember we discuss all this transaction or this structure of the shares, not at all. … They ask me about, because what I understand, to open an account and beneficiary, yes, and Red Notice, and I understand Areti told me they ask my personal attention on the meeting, and most of the question was about the case, about all this Interpol, about charge, etc, etc, and I told them all the story about the extradition and all of this situation. But we not discuss about any structure of the shares and sale and 20 million. Q. There must have been some discussion about what the account was going to be used for, Mr Gorbachev? A. It is for use, yes, was a trust for property and for beneficiary, yes. Q. And to receive the 20 million which they had been discussing in the documents? A. No, we not discuss receive 20 million, no.”

“… hereby appoints the Assignee as his lawful attorney to act in the name of the Assignor as is necessary to take action and otherwise negotiate or obtain sums in relation to the Chose In Action for the Benefiting Parties … ”

“… the Plaintiffs, acting as beneficiaries of the "THE GOALIVA TRUST", registered in Cyprus on 03/08/2007, have had and still have a substantive benefit on the amount of 5% of the shares of the Defendant 5 from 2008, as also, have been and still are the beneficiaries of the profits or the distributed dividends attributable to the abovementioned shares thenceforth.”

“… knew that the value of 5% … of the 'PHOSCO' shares, was much higher, namely amounted to USD 360,000,000, the latter in order to damage the value of the trust for the benefit of [the defendant and Phosco], conspiring with them to deceive, under whose instructions they acted and to serve their own interests, have accepted to make this sale and make a market in the shares causing damages to the trust and the Claimants amounting to USD 340,000,000 which the Claimants claim on the Defendants … jointly and or separately.”

“On the 2/11/2007 [First Link Management] acting as Trustee of GOALIVA TRUST signed an agreement with the … PHOSCO powered by the [First Link Management] sold and transferred to [the defendant] the 500 shares, namely the 5% of the share capital of PHOSCO by consideration with the amount of 20,000,000 US DOLLARS since the latter with her own decision decided to buy back the said 500 shares.”

“18. While [First Link Management, Mr Mariashin and Ms Charidemou] knew that the value of the 5%, namely in total 500 shares on the value of the shares of "PHOSCO" were of much greater value, namely amounted 360,000,000 US DOLLARS, the latter with the purpose of damaging the trust for benefit of [the defendant and Phosco], conspired with them to defraud, under those instructions they acted also to serve their own financial interests, they have accepted to make the aforementioned sale and disposal of the shares causing damage upon the trust and to the Claimants rising to 340,000,000 US DOLLARS the amount which the Claimants claim from the Defendants … jointly and severally.”

“… we always discuss about provide money to the trust, and all this document, all what created by Areti, yes, with Mariashin possibly, it just creates a paperwork structure to provide money to the trust. And this option agreement will used, yeah, like one of the document that Areti can exercise or under this document receive the money on the trust.”

“A. I not been involved on preparation, but later on they informed me that, yes. Q. You knew that was being alleged in Cyprus in a criminal prosecution in your name? A. Later on, yes. Q. And you didn't take any steps, did you, to stop this criminal prosecution immediately upon learning about it? A. No, because not been deeply involved on this, yes.”

“Q. You knew certainly by this time that what was being alleged was that there was a fraud based on the sale or disposal of the 5% of the Phosco shares? A. It was prepared by a Cyprus lawyer and I not been involved, I explained before, all this situation, yes, in Cyprus.”

“Q. You were prepared for allegations of criminal conduct to continue to be made against First Link, Ms Charidemou and Mr Mariashin on the basis that there had been a sale or disposal of the 5% of the Phosco shares, and you knew what was being alleged and you were prepared to allow the criminal proceedings to continue in your name weren't you, Mr Gorbachev? A. I was advised from Cyprus lawyers, yes. Q. Which you took, so you were prepared to -- A. They will prepare all this material, yes. Q. And you agreed with them that they could continue making allegations on that basis, didn't you? A. I not agree because I'm not give instruction for them.”

“Q. Now, criminal proceedings I'm sure you'll agree are very serious proceedings indeed? A. I was not explained at that time. Probably, yes. Q. And before criminal proceedings could have been issued in your name you must have authorised the lawyers to do so, yes? A. I authorised lawyers. Q. Yes, you authorised the lawyers and you must have known what the basis of the claim that was being brought on your behalf was? A. Probably, yes. Q. And you must, I would suggest, have looked even if only briefly at the criminal indictment that was being issued in your name? A. I trusted lawyers. Q. You trusted the lawyers? A. Yes and I was not really -- I read briefly but I trusted lawyers. Q. You trusted the lawyers not to mislead the Cypriot court as to the factual basis of the claim, didn't you? A. I trusted lawyers fully, it was lawyers. Q. So is the answer to my yes, you trusted the lawyers not to mislead the Cypriot court? A. Not to mislead. They are lawyers.”

“I am a lawyer and I work in the Law Firm of P.N.Onoufriou LLC, lawyers of the applicants, I know the facts of the present case which I say below, from information that I have received from Applicant 1 as well as from the study of the documents which are related with the present case. I swear in this affidavit with authorisation of the Applicants because of their inability to attend in person in the Court for the purpose of this Affidavit because of their absence abroad.” [Emphasis supplied]

“Q. And that he swears this affidavit with authorisation of the applicants, because they are unable to attend Cyprus? A. Possibly, but I don't remember exactly this document. Q. So you had provided him with information and authorised him to swear the affidavit leading to the application to remove Ms Charidemou as a trustee of the Gamini Trust. That is right, isn't it? A. Yes, we discuss it, we need to take action and to try to remove trustee, yes.”

“The draft of the affidavit of Alexander Gorbachev — Applicant — Claimant, on the present originating summons derives by his own personal knowledge and consists primary evidence on which the court can rely for the purpose of solving all the legal issues.”

“Q. You must have seen it and approved it, Mr Gorbachev; if you were being honest -- A. Possibly, but I don't remember.”

“I did not know until the year 2013 that the trustee had negotiated the sale of the 5% option which had been converted into shares of 5% in PHOSCO for the amount of 20,000,000 USD, an amount which is insufficient taking into account the actual value of the shares as of July 2011 according to London Stock Exchange that exceeds 360,000,000 USD as well as today.”

“Q. There is no mention in your affidavit of this being paperwork or not being a real sale, is it? A. Yes, but I told you already I don't remember preparations of this document. Q. You told us yesterday that your position has always been that there was no real sale. But that's just not true, Mr Gorbachev, is it? Because in this affidavit to the Cypriot court, your own affidavit, you were saying it was a sale? A. No, it was not a sale for me, because if it's a real sale it should be real valuation and real money. If it's not, it's not real sale. Q. How did you come to tell the Cypriot court in your own affidavit it was a sale? A. Because it's been paperwork like sale, but not a real sale. Q. Are you accepting you were telling an untruth to the Cypriot court? A. No. Q. How do you explain based on your current evidence that you weren't telling an untruth? A. Because it was prepared by the lawyer, the documents what they have. Q. So is your position that if a lawyer prepares a document, even if it is in your own name, it doesn't involve you telling an untruth to the court? A. Sorry, what is the question? Q. This is your affidavit, Mr Gorbachev. A. Yes, but I told you -- Q. And I put to you that on your current account you are suggesting you told an untruth to the Cypriot court, and your response was: no, the lawyer prepared it? A. Yes, it was prepared by the lawyer, yes. Q. So I am just testing that and asking you: is your position if a lawyer prepares something, even if you sign it, it doesn't involve you telling an untruth to the court? A. No, I think I told the truth. Q. How could you tell the truth unless the truth is, as I submit it is and put to you that it is, there was a sale of the option in 2007? A. It was produced document that it looked like sale, but it was not real sale.”

“Q. Just taking that in stages, Mr Gorbachev, you knew in 2007 that 20 million was coming to your trust in connection with the exercise of the option, its assignment and the transfer of the shares, didn't you? A. No. 20 million, yes, but it was not from shares or real sale for that option agreement. It was just provide money to the trust, what has been agreed. But by paperwork, yes, it was prepared like this. But I knew that it was not real sale, yes. Q. The paperwork that you yourself signed in 2007 was paperwork which related to an assignment of the option, in order to enable the option to be exercised by your trust and the 20 million to be transferred, yes. You knew that in 2007, didn't you? A. I signed the document what was agreed to prepare by Areti, but it was not agreed that it was sale in real shares for 20 millions.”

“Q. Well, Mr Gorbachev, I suggest to you that cannot be true, because you are telling the Cypriot court that there had been a sale of the shares at a very significant undervalue; you are refusing to say that this is untrue in your affidavit, and so if this is true, you knew it was a sale? A. No, my position always was that it was not real sale, no real valuation, yes, but they cannot provide any document of the support of their valuation and that theirs was real sale. But for paperwork, yes, it looks like this. Q. If your position really had been it was not a real sale -- I will just give you one last chance -- how were you saying to the Cypriot court: Ms Charidemou was in breach of her duties as trustee by selling the shares at a gross undervalue? A. I told you I don't remember to be involved on this document. I don't remember this details, but my position always is the same. Q. It is your own affidavit, Mr Gorbachev. You must have read it before you signed it? A. I not really remember all this document.”

“Q. You can't have made a mistake telling Mr Fitzgerald in 2012 about when the yacht trip was because the trip was only a year later -- you are having this conversation with Mr Fitzgerald only a year later than June/July 2011, aren't you? A. Yes, but what I remember that it was conversation 2008 with my son. Q. Mr Guriev's mega yacht is the Alfa Nero, isn't it, or at least it was? A. Possibly, but I don't know exactly the ... Q. You say in your third witness statement at paragraph 196.4.4 that Mr Guriev bought that yacht in 2008. Do you see that? A, Yes, approximately, yes. Q. You weren't involved in that purchase, were you? A. No. Q. And the purchase was in fact in 2011, Mr Gorbachev? A. Yes, okay. Q. You are not in a position to disagree with that, are you? A. Possibly not, but they can use the yacht before. Q. They didn't use a yacht before. The yacht trip was in 2011, as you told Mr Fitzgerald, Mr Gorbachev? A. Maybe it's my mistake, yes.”

“Mr Gorbachev at §582 says that I refused to go to Mr Antoshin’s birthday celebrations because I was “upset” that Mr Gorbachev allegedly “did not trust” me, and wanted to sign something in respect to his supposed “interest”

“A. My relationship with Mr Gorbachev cooled off, as I said to you earlier, when he insulted me in front of me son and other people. Crudely speaking -- well, no, I will not speak crudely. He refused to work for me, in a very cynical and a very obnoxious way. That was before the trip to Israel. And after that, Gorbachev no longer existed for me. There was no point discussing him because my blood was boiling from a sense of antipathy towards Gorbachev.”

“A. No, not at all. That is not true at all. He said that Mr Guriev offered him to get engaged in the reconstruction and the building works in Witanhurst, but he refused. He said no, thank you. That's all I know. Q. Did Mr Gorbachev mention to you that it would have been possibly unwise for his name, as a wanted man in Russia, to be so publicly associated with Mr Guriev's project at Witanhurst? A. No, he did not explain these things to me, he just told me that he received the offer and he refused it. He was offered to look after Witanhurst project but he refused.”

“JUDGE PELLING: … Do I understand you to say that in 2008 you were so grievously offended by the way in which Mr Gorbachev behaved towards you that you considered that to be a breakdown in relationships with him? A. Of our personal relationship, yes, indeed. JUDGE PELLING: Can you explain to me, therefore, why it was that until 2012 you continued to provide voluntary support for his living expenses to the tune of many millions of dollars? A. Because I was obliged to do it, so that he would be here and would live in a certain way, decent way. I did not communicate with him. I wasn't interested in him. He only dealt with Mr Mariashin. Nobody wanted him. He refused to go into business with me, decided he wanted to have business relations with other people. His financing was about 1.5 or 2 million and that would ensure his calm and normal life. JUDGE PELLING: By that stage, on your case, he had exercised his option to acquire shares and then immediately sold them back to you for $20 million, hadn't he? A. Indeed, correct. JUDGE PELLING: Why was that not the end of the relationship and the obligation? A. Well, he sold the shares prior to 2008. It all worked -- inertia set in. It all worked. He sold his shares in 2007 but he refused to look after my business in 2008. Well, if you refuse to earn your money, okay, live off charity. I was obliged to him that he left, that he lived in London, and I knew that, whatever my attitude towards him, it was my duty to maintain his lifestyle and maintain him.”

“JUDGE PELLING: In those circumstances, what were you proposing to offer $30 million for? A. The figure -- the origin of the figure was very simple. He wanted to go into business with the people I mentioned. I've already described those people. So I gave him the money that he wanted to go into business projects and then I said: that's it. JUDGE PELLING: Why? A. So that I would discharge all my responsibility for him, because after that, he would have had to be responsible for himself, because he chose other friends for himself. JUDGE PELLING: And, just so I'm clear, the responsibilities you thought you were discharging by offering $30 million were what? A. I was responsible for him because he left Russia and I had to maintain him financially, but after he wrote this letter, and prior to that, he had desired to go into business with the people I had mentioned and to invest $30 million with them, together. I decided: well, if you feel more comfortable with these people, live with them and deal with them. I gave him 30 million, so that he could go into business with those people. JUDGE PELLING: Finally, the obligation to look after Mr Gorbachev, you have just described, all other things being equal, was that going to be a life-long obligation? A. If he hadn't left for London -- JUDGE PELLING: No, forgive me, he did leave for London. You said you had to look after him. I'm asking, did you perceive that to be a life-long obligation? A. Well, if he wasn't working I would have to maintain him. What else could I do? JUDGE PELLING: So is the answer to my question, that you considered it to be a life-long obligation, "yes" or "no"? A. Yes.”

“Q. Are you really suggesting you can't remember whether an agreement to pay you £150,000 is in writing or not, Ms Goldenberg? A. Probably there is something but again, I do not recollect. Q. Do you know where the document is? A. Probably at my home.”

“I have a good recollection of the meeting. I remember the tenor of the discussions very well, although I do not remember the exact words used. In this meeting my father explained to Guriev words to the effect that "the company has to be clean" and transparent. The reference to the "company" was a reference to PhosAgro. Father did not use a direct reference to President Putin but there was no doubt that he means that President Putin did not want strangers or people that they did not trust or "Khodorkovsky mafia", in PhosAgro. In Russian father called it an organised crime group. There was to be just competent company people. Father repeated that there should be no strangers in the company. No people that they did not trust. This was a direct conversation about Sasha. As I have said, Sasha is what my father called Gorbachev. As I have explained, this was not the first time this subject had come up in conversation. There had been earlier discussions. I remember that Guriev did try and push back. I saw it in his face. ln my opinion it was hard for him. He kept saying something along the lines of "not now", "I need time", and "why, what's the problem". But my father took a tough position. He wanted it resolved as quickly as possible. In my father's mind, Gorbachev was a done deal - he was out. There was no context where Sasha could be allowed to stay. 74. You can tell how my father tries to express himself in how he behaves: he will be animated and bang the table. When my father understands that he is in charge he can be a bit emotional. My father gave a very clear task to Guriev, using f words, saying something to the effect "Clean, Clean and again Clean". "No Aliens/UFO's in the Company". No foreigners and no connection to foreigners, or anything that could be suspicious for President Putin had to be removed. Guriev asked about his son and my father said this was okay. Guriev said he understood what he had to do. He asked how much time he had. My father shouted, "as soon as you can", to which Guriev replied, "I cannot do it straight away, I need to think how to do it". 75. My impression was that Guriev tried to push back on excluding Gorbachev but understood that this was not possible. Guriev then tried to negotiate time to do this, but again my father said there was no time. The impression my father conveyed was that this was a demand from above. This impression was created by him pointing his finger upwards.”

“A. How many shares did he have? Q. Yes, what was the discussion about end point? A. As far as I remember my father wanted to increase his part in PhosAgro, but again, this what I can recollect. Q. What percentage was connected to an end point, Ms Goldenberg? A. I cannot recollect that, but I remember he was very, very aggressive about Mr Gorbachev. Q. Was there any discussion of an end point for his shareholding in PhosAgro? A. There was a conversation that Guriev should do all his best and as soon as possible to get rid of Sasha from this company, yes.”

“Q. Well, I am asking you, you used the term "end point" in your witness statement and I am asking you what the end point was. Was the end point by the time of the IPO? A. Probably -- I was thinking that my father wanted to increase his shares by taking them from Mr Gorbachev but this is my suggestion. Q. It is your suggestion. You didn't hear him say that, did you? A. Not really, no.”

“Q. And what you are saying is that there was a discussion about an end point being reached of your father having 20% of PhosAgro. Do you see that? A. Yes. Q. Do you remember having that conversation? A. Yes. Q. The end point that was being referred to was the time of the IPO, correct? A. I suggest the end point was how many shares will get the President, this is what I suggest.”

“The proposition that Litvinenko was happy to purchase preference shares in PhosAgro knowing that Gorbachev had a 5% option is implausible – unless, that is, Litvinenko had been assured that Gorbachev would be removed from the business.”

“PRINCIPAL AND SELLING SHAREHOLDERS Immediately prior to this Offering, Mr. Andrey Guriev and members of his family are economic beneficiaries of 81.23 per cent. of the ordinary shares, Mr. Vladimir Litvinenko holds 10.03 per cent. of the ordinary shares either as an economic beneficiary or directly, Mr. Igor Antoshin holds 7.03 per cent. of the ordinary shares either as an economic beneficiary or directly and Mr. Maxim Volkov is a shareholder of 1.0 per cent. of the ordinary shares. Several employees and former employees of the Group are economic beneficiaries of 0.7 per cent. of the ordinary shares. Mrs. Evgeniya Gurieva directly holds 100 per cent. of the A2 Convertible Preferred Shares (as defined below).”

“The following table sets forth information regarding the shareholders of the Company's ordinary shares (i) immediately prior to the Offering, and (ii) immediately after the Offering, assuming that 1,282,000 Shares are sold in the Offering by the Selling Shareholders, which assumes no exercise of the Over-Allotment Option. The ordinary shares held by Dubberson Holdings Limited, Fornido Holding Limited, Carranita Holdings Limited, Dubhe Holdings Limited, Chlodwig Enterprises Limited, Adorabella Limited, Miles Ahead Management Limited and Owl Nebula Enterprises Limited are ultimately held on trust where the economic beneficiaries are Mr. Andrey Guriev and members of his family. The ordinary shares held by Feivel Limited are ultimately held on trust where the economic beneficiary is Mr. Vladimir Litvinenko. The ordinary shares held by Vindemiatrix Trading Limited are ultimately held on trust where the economic beneficiary is Mr. Igor Antoshin. The ordinary shares held by Maderatcha Consulting Limited are held on trust where the economic beneficiaries are several employees and former employees of the Group.”

“As the Chief Executive Officer of PhosAgro I had the primary legal responsibility for the disclosures made in the IPO Prospectus and, (without waiving privilege) having been warned at length by our investment banks and Clifford Chance on the liabilities that could flow from any material non-disclosure, I would never have agreed to the IPO Prospectus being issued if it did not properly list the owners of PhosAgro.”

“Q. For the purpose of the prospectus, what had to be disclosed was not just legal ownership, but also the economic beneficiaries of the legal ownership? A. Yes. Q. And unless I have misunderstood your case, your case is that as at 2011, you were the economic beneficiary of shares being held by Mr Guriev; is that right? A. Yes, it should be, yes. Q. And so what I am suggesting is that it was just as much a problem for the prospectus that you had that claim in relation to shares, as being registered a legal owner of the shares? A. Possibly, yes, but … It depend of the risk, yes, what -- Q. The risk? A. -- Guriev think about. If open my name with all criminal case in Russia and all Interpol, it could be of course risk and damaging for IPO. And maybe for him it's less risk not to open my interest.”

“Q. During the entirety of the period from 2003 when you left Russia until 2012, you never asked, did you, for information as to the financial performance of PhosAgro? A. No. Q. Or, for that matter, Phosco? A. No. Q. You didn't know, did you, how much money Mr Guriev was receiving because of his interest in Phosco? A. Not exactly, no. Q. … You didn't receive any accounts from Phosco? A. No. Q. And you didn't receive any accounts from PhosAgro? A. No. Q. If you weren't receiving that sort of financial information, how were you ever going to know what money was owed to you in respect of your claimed interest? A. It's depend of the shares. It's not only about money, yes. Q. But on your case from 2003 onwards, in fact, before that, but certainly from 2003 onwards, Mr Guriev was holding shares for you, yes? A. Yes. Q. And if he was holding shares for you, wouldn't it follow that any amounts he received in relation to the shares he was holding for you, he was also holding for you? A. Yes. Q. So what I am suggesting is if you didn't have any financial information at all, how were you ever going to know how much money was owed to you in respect of the shares you say he was holding for you? A. Yes, when we finally will be met and agreed how it will be structure of balance of previous financial, yes, it will be agreed the vision together. … Q. 2003-2012 you received no financial information at all as to how PhosAgro or Phosco were performing, did you? A. Yes, but I don't need it. Q. The reality is the reason you didn't ask for that financial information was because the only entitlement you ever had was the option to acquire 5% of Phosco shares, which option you exercised in 2007. That is the truth, isn't it, Mr Gorbachev? A. No, that's not correct, no.”

“Mr Guriev said to Mr Gorbachev (in Russian) words to the effect that "You shouldn't worry about anything. Your interest is protected and secured under my name. It is more protected now because I am a Senator and they cannot come after me. I will continue holding your interest until the situation will be resolved in Russia" (the "First 2005 Declaration").”

“Mr Guriev told me that the prosecutors could not find any evidence against him as there were no documents, and that as a senator he had immunity. He said that whatever documents they did find were related to his department position at Rosprom, so they could not charge him based on them. There were no documents with his financial signature that the prosecutors could use against him. So, he said, my 25% (which was the shorthand used by both Mr Guriev and me at the time for my whole interest in the business, held by Mr Guriev) were much safer under his name and there was no need for us to worry. I specifically remember that Mr Guriev said these things about my interest being safe with him while we were in the sauna’s relaxation area. I also recollect that, separately, Mr Guriev said the same thing about Mr Antoshin’s interest. 405.6 To the best of my recollection, I remember Mr Guriev saying specific words along the following lines: … (Well now, everything – bought everything from Menatep, the three of us have 100% of the business, no Jews left! Don’t worry, don’t worry, they don’t have anything on me. They cannot officially summon me, I am a senator, I have immunity, that's why they invited me only for an informal conversation, I went to it myself. They won’t get to me - your share is under my protection. As long as the situation in our case in Russia is not resolved, your share will be under me.)”

“Q. Mr Gorbachev, if there really had been a reference in the sauna to a 25% figure that would have appeared in your particulars of claim, wouldn't it? A. It should be, yes. Q. Yes, but it is not and the reason it is not is because it wasn't said? A. No, it was said. Q. And not only would it have appeared in your particulars of claim, it would also have appeared in the response to the further information in September 2021? A. It was definitely said. Why it's not here it difficult to explain, yes.”

“Q. That after you had finished at the sauna you think you visited the Audley pub in Mayfair, yes? A. Yes. Q. And because it was busy you think you sat on the kerb outside the pub, yes? A. Yes. Q. So on the edge of the pavement in the street; is that what you're -- A. No, not street, it was next door, antique shop in its -- antique shop door but it was closed and we sit in there. Not on the street. Q. You say "we were sitting on a kerb''. What do you mean by a kerb? A. Where is next door outside Audley pub is antique shop and it is the kerb on the door of this shop. Q. So it is a low-level door, is that what you are describing? A. Yes, like level door but it has like step. Porog in Russian. (Interpreted) Threshold. (In English) Yes, porog. Q. Kerb is not the right word then, is it? A. Maybe it is the wrong translation, yes. Q. Because Mr Guriev, as you know, had judo injuries from his youth, didn't he? A. Yes. Q. And he isn't able to sit down low, is he, because of those? A. No, he sit down very relax.”

“Q. So your evidence is you were sat effectively on the pavement; is that right? A. Yes, on the -- yes, steps, or some ... Q. I am suggesting that couldn't have happened, Mr Gorbachev? A. No, it's happened, sorry.”

“Q. Right. Now, you agree, I think, that during that visit you spent time with Mr Gorbachev, during the July visit, didn't you? A. I have already agreed with you ten times that I did meet. We actually hugged each other and we went to drink some beer. We were friends at that time. Q. He recalls a visit to the sauna in the early afternoon, or a health club, where you stayed for a few hours; and you agree with that? A. Yes, I agree with that. Q. And then after that, a visit to a pub where you drank two or three pints of beer; you agree with that? A. Yes, I remember drinking Guinness. When I come to London I enjoy drinking Guinness. Q. And I don't suppose you can remember where you stood or sat in the pub, can you, in 2005? A. I remember that I have never sat on a tarmac near any pub or bar in Moscow or London, for the very reasons that I give in my witness statement. Q. I won't pursue that.”

“ 94. The purpose of Mr Guriev’s visit to London was to finalise the agreement by which his offshore companies would acquire the remaining 50% interest in “the fertiliser business” (including PhosAgro) from the Menatep Group (as had been discussed and agreed between Mr Guriev and Mr Gorbachev between about 24 to 26 June 2005: see paragraph 87 above). Mr Gorbachev had been involved in earlier discussions (between June 2005 and August 2005) relating to this acquisition from the Menatep Group. In particular, Mr Volkov had visited Mr Gorbachev in London in or about early August 2005 and they had spent time discussing the proposed terms of the acquisition. 95. During the course of a meeting between Mr Guriev and Mr Gorbachev held in London (the day before the intended execution of an agreement relating to the acquisition of the Menatep Group’s remaining 50% interest in “the fertiliser business”) Mr Guriev said in Russian (of the proposed acquisition) words to the effect that “we will soon get 100% of the whole fertiliser business from the Menatep Group” (the “Third 2005 Declaration”). ”

“Q. No, but look at your draft particulars of claim which must have been based on information you provided to your lawyers. It was all assuming, these paragraphs, weren't they, that the acquisition had not happened until September 2005? A. No, it's not correct. Q. I know it is not correct, but your particulars of claim assume that, don't they? A. Yes, because it maybe was not correct because I explained that until the instalment payment will be made it could be some reversal of the agreement, and in 2005 it was not complete all transactions, all repayment, but it is something not correct. Q. As you know, Mr Gorbachev, that is not an explanation for what's in your draft particulars of claim. Look at the last sentence of paragraph 94:"In particular, Mr Volkov had visited Mr Gorbachev in London in or about early August 2005 and they had spent time discussing the proposed terms of the acquisition." That is an allegation, is it not, that you and Mr Volkov were discussing on what terms you would buy? A. It should be 2004. It's maybe a year mistake, yes, because all this discussion was in 2004.”

“Q. … you couldn't change the terms of the alleged third declaration, because that was an important part of your case, and changing it would suggest you couldn't actually recall what had been said. So you left it as it was in the pleadings in your actual particulars of claim … even though you knew it didn't make any sense? A. No, it makes sense for me. Q. Neither the third or fourth declarations were actually said, were they? A. Because I explain already, that part of the 50% acquisition was on the two, yes, transfer shares and final payment, and it's the same deal but with two action, and...”

“Q. But there was never a criminal prosecution of Apatit, Mr Gorbachev, as you know? A. Not directly Apatit, not, but 20% involve Apatit, yes. Q. And given there was never a criminal prosecution of Apatit, Mr Guriev cannot have said: "Despite the prosecution of our company ..." Meaning Apatit? A. Yes, because 20%, it was important case and it was related with Apatit. It's 20% of the Apatit, and it's important of course. Q. Mr Gorbachev, you know that's not true as well, don't you? You are just sticking to it to try and avoid changing your case? A. No, I knew that it's true, yes.”

“Q. Yes. And so I think you've just told us that after you deposited the documents there, that was worth a small commemoration, and you think you probably went to have a drink to commemorate that; correct? A. I think we probably raised a toast to each other. But to commemorate, as we say in Russia, we commemorate a kind of setting a first stone to a building or toasting something major. Nothing like that. We just raised a drink and then I flew out to Cyprus.”

“Q. Your own case is that there was a celebration after the documents were placed into the safe deposit box? A. It's not like celebration. It is just like toast or something like, yes. Q. Toast? A. Yes.”

“Q. Look at paragraph 429, the last sentence. We can strike the words "for a small celebration", as well, can we? Because that is not true either. A. No, yes, maybe it's yes. Q. "No, yes, maybe" is not an answer. We can strike the last four words because that is not true either? A. Okay, it's not correct, yes.”

“Q. Now, as I understand it, it wasn't a celebration, but you do say that at the Wolseley there was a toast that you had 100% of the fertiliser business? A. Yes. Q. But if you were going to be toasting acquiring 100% of the fertiliser business, surely you would have been doing that on Mr Guriev's first visit to London in July 2005? A. Yes, we did it as well with him, yes, on the pub.”

“106. On the following day (and whilst Mr Guriev and Mr Gorbachev were again together alone at the Audley Public House): … (2) During the course of their discussions, Mr Guriev said (in Russian) words to the effect that "don 't worry, I still hold your interest in the fertiliser business under my name " and "I will stand by our deal " and "I hold the shares for you " (the "Fifth 2005 Declaration"). …”

“He asserts it's 24.75. No, I didn't say it. I didn't say anything about 24.75, nor about 25. He had an option for 5% which he hasn't used by then, he just notarised at the notary. The option agreement of 2001.”

“Q. But you haven't been able to produce that passport in these proceedings; correct? A. Yes, but that's quite understandable, because it expired and it must have been cancelled and handed over to the Ministry of Foreign Affairs for destruction. It's a diplomatic passport. Q. Yes, I'm not complaining about it. I'm just identifying the fact that there's a passport that you haven't been able to produce because it's not available. A. I didn't have it in my hands, no.”

“Q. This passport has also expired, but it seems to have avoided being destroyed. You can see that, can't you? A. Because later the procedures loosened a little, perhaps from 2009/2010, and passports were then returned -- rather, the diplomatic passports were given to people, into their own hands, and they could use them for private travel, not just for business travel; whereas that first passport I could use only for official travel. I was given it once to go with a delegation to Vienna, then I had to return it to the office of the Federation Council. But then the rules changed and I had no obligation of returning it. Q. When do you say the rules changed? A. Well, I need to see when my first trip was with a passport stamp, and that's probably when they changed. When you see I exited the country, that's the year when the rules will have changed. I don't remember exactly, 2007, 2008, 2009. Since then I always had that passport in my possession and I still have a passport in my possession. Q. We can leave that topic.”

“(4) The day after visiting the two aforementioned properties, Mr Guriev and Mr Gorbachev spent time together with Mr Sergey Tarahnenko [sic], who had been a lawyer for PhosAgro and who was in exile in London. They met at a cafe near to Mr Guriev's Vauxhall penthouse, and then travelled to the Prospect of Whitby public house in Wapping. During the trip to the Prospect of Whitby, whilst Mr Taranenko [sic] went either to the bathroom or to the bar, Mr Guriev and Mr Gorbachev discussed the Fertiliser Business. Mr Guriev told Mr Gorbachev that the investigation into Apatit in Russia was soon likely to reach a positive conclusion, and they were therefore starting to prepare for the IPO of OJSC PhosAgro. As such, Mr Guriev told Mr Gorbachev (in Russian) words to the effect of "don't worry", "our agreement remains the same" and "later on we can discuss how we will structure your holding in the fertiliser business" (5) The following day, Mr Guriev and Mr Gorbachev went shopping in London with Mr Bichkov [sic]. During this shopping trip, Mr Guriev and Mr Gorbachev were alone in a cafe (whilst Mr Bichkov [sic] had stepped out for a few minutes) and they discussed the Fertiliser Business. Mr Guriev reassured Mr Gorbachev and specifically stated (in Russian) words to the effect of "I remember everything", "our understanding remains the same", "please don't worry", "everything is the same as before".”

“137. In the premises, the declarations made by Mr Guriev in 2008 as set out in paragraph 136 above (and in particular Mr Guriev's repeated use of plural pronouns such as "we", "our" and "us") corroborated the fact that Mr Guriev made the 2005 Declarations and reasonably led Mr Gorbachev to continue to believe (1) that he was entitled to 24.75% of Mr Guriev's interests (howsoever held and whether directly or indirectly, including any future interests) in the Fertiliser Business (2) that Mr Guriev's interest in the Fertiliser Business at that time was 100% and (3) and that Mr Guriev would continue to hold 24.75% of his 100% interest in the Fertiliser Business for Mr Gorbachev.”

“546. Mr Guriev said something to the effect that now everything was “in our hands”, there was no Menatep involvement or relationship with Yukos, and that one day the IPO will happen because the situation would improve. I do not remember exactly if Mr Tarakhnenko was present when Mr Guriev said this – he might have gone out to the restroom – but Mr Guriev would have been OK saying this in front of Mr Tarakhnenko, who had been the top lawyer of the business and could be trusted. It was also understandable to Mr Tarakhenko [sic] that Mr Guriev and I were partners, and I believe he also knew what my interest was.”

“549. When Mr Bychkov was not around, Mr Guriev told me there was nothing to worry about for me regarding my shares, my “25%”, because they were held under his name, and he, as a senator, was safe. I believe Mr Bychkov knew that we were partners then though.”

“Q. Could we look at your particulars of claim again, … But no reference to the 25%, Mr Gorbachev? A. Yes, because when we prepare the witness statement they ask me about more specific, yes. Q. If there had been a reference in this cafe to 25% that would have been pleaded in this paragraph, Mr Gorbachev? A. Possibly, but not necessary. Q. Mr Guriev didn't say anything in 2008 about your shares, your 25% or holding things for you under his name, did he? A. He did. He did say.”

“Dear Paul, Re: Alexander Gorbachev ("Gorbachev") I refer to our recent discussion and to the detailed advice set out in my memorandum dated 2 November 2012 ('the Main Advice'). You have requested that I provide a brief, more succinct, summary of the Main Advice. I trust this letter is sufficient for that purpose: despite its length!!!! … ”

“… 2. On 23 April 2024, at the end of Mr Gorbachev’s cross examination, HHJ Pelling KC raised a number of questions with our client in respect of the advice letter dated 12 November 2012, which you were involved in preparing (the “Advice Letter”). 3. The questions were raised in respect of the unredacted version of the Advice Letter and attached to an email that you sent to Nigel Stone, Boodle Hatfield, on 14 January 2013 (as enclosed). Our client was not copied on that correspondence. HHJ Pelling KC queried who Mr Paul Brown was and why the Advice Letter was addressed to him. 4. Our client’s evidence is that our client asked you to prepare a document that he could show to Mr Mariashin and Mr Volkov that would make clear that he had started taking legal advice. You produced the Advice Letter for that purpose and then a redacted version of the Advice Letter was shown by our client to Mr Mariashin and Mr Volkov towards the end of 201. ... 6. In the light of the queries raised by HHJ Pelling KC, we have a small number of further questions relating to the Advice Letter which we would be grateful if you could answer: (a) Do you agree that the Advice Letter was prepared for the reasons given by Mr Gorbachev (as summarised at paragraph 4), and that Mr Gorbachev did not intend for the Advice Letter to be sent to Paul Brown? (b) Do you agree that the Advice Letter was never sent to Mr Brown? (c) Do you agree that Mr Gorbachev did not know who Mr Brown was?”

“Paul Brown is a good friend and business colleague of mine who I have known since the 1980s. We worked together in Monaco where we both lived. I lived in Monaco from 1985 to about 2016 (thus carrying out my practice at the bar from Monaco). From time to time my assistant and I shared full time part of Paul Brown's company office. His office provided support to me on a friendly basis. Mr Gorbachev did not know Paul Brown and had never met him. Mr Gorbachev did not ask me to address the letter to Paul Brown. I do not know why the letter was addressed to Paul Brown. It is possible that I addressed it to him so that my assistant could review the letter. However, my suspicion is the Advice Letter was never sent. I will make enquiries of Paul Brown to see if they have the letter on file. If they do it will simply have been for administrative convenience in order to be reviewed by my assistant. Paul Brown would certainly not have been involved in Mr Gorbachev's matter.”

“Q. You must have appreciated, Mr Gorbachev, mustn't you, that the document that you were giving to Mr Mariashin and Mr Volkov to read referred to a main advice? A. No, I am not focusing about any main advice because I told you, I ask Mike Fitzgerald prepare some document just to show that I am start working with lawyers, and he was barrister, professional lawyer, and he prepares this document, I think it's reasonably correct. And what kind of main advice he mean for me really doesn't matter. I don't know. I haven't seen any main advice from him. Q. Was it your request to Mr Fitzgerald that this document1 should refer so extensively to the main advice? A. No. Q. You must have discussed that with him, Mr Gorbachev? A. Main advice? Q. Yes. A. No. Q. You must, I am suggesting to you, have discussed with Mr Fitzgerald that this advice letter should refer to a much longer main advice? A. No, I am not discuss with him about any main advice. Q. So your suggestion is, is this right, that Mr Fitzgerald did this entirely on his own and without any discussion with you about it at all? A. About main advice, yes. Q. That is just not true, is it, Mr Gorbachev? A. No, it's true. Q. You say the main advice never existed? A. No, I have not seen.”

“The Prospectus set out the capital structure of PhosAgro extensively. It detailed, in tabular form, the then shareholders of (sic) PhosArgo, together with the shares they owned, before and ( on a pro forma basis) after the Offering. The Prospectus disclosed, that, prior to the Offering, the majority (82.23%) of the PhosAgro shares on issue were collectively - and beneficially - owned by interests associated with Andrey Guriev ("Guriev") and his family ("the Guriev Interests"). Gorbachev was astonished by this revelation: based on his calculations, he [ant]icipated that the Prospectus would reveal that he beneficially owned (pre offering) 24% of the shares of PhosAgro ("the Gorbachev Interest") and that this was held on his behalf by the Guriev Interests.”

“The Gorbachev Interest directly derives from the terms of a binding agreement, which Gorbachev claims he entered into with Guriev in 1996 ('the Core Contract'). The Core Contract (when entered into) recorded, Gorbachev asserts, their simple agreement, namely that Guriev and Gorbachev would jointly and beneficially own (what became) PhosAgro between them on a 70 /30 (Guriev /Gorbachev) percentage split.”