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UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ______________________________________ BASE METAL TRADING SA et al Plaintiffs v. RUSSIAN ALUMINUM et al. Defendants. ______________________________________ Docket No. 00 Civ. 9627

DECLARATION OF DOV RIEGER I, Dov Rieger, pursuant to the provisions of 28 U.S.C. §1746, herby declare as follows: 1. I am a citizen of Israel. I submit this declaration to explain certain events

surrounding the fraudulent misappropriation of the shares of Omni Trusthouse Limited ("Omni") in the Kachkanarsky GOK Vanadium Plant ("GOK"). BACKGROUND 2. Omni is a private limited company, registered by the Registrar of

Companies for England and Wales on January 5, 1998, Registration Certificate # 3488263. (See Exhibit 1). I have been Omni's managing director since 1998. 3. As of September 2000, Omni owned 34,031,114 shares of GOK, which

amounted to 17.8 % of the company's authorized stock. (See Exhibit 2). Omni had acquired approximately 10.6 million of these shares from a closed joint stock company called Profit House ("Profit House").

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4.

Profit House, in turn, had acquired those shares as a result of the

September 1998 judicial sale of GOK shares that had belonged to NPRO Urals. THE RUSSIAN LITIGATION The Chelyabinsk Action 5. In Spring 2000, nearly two years after the judicial sale of its shares, NPRO

Urals filed a lawsuit in the Chelyabinsk Arbitrazh Court ("ChAC") to set aside the judicial sale of GOK and to re-register the GOK shares in the name of NPRO Urals. On August 1, 2000, the ChAC ruled in favor of NPRO Urals and ordered that the shares be re-registered in the name of NPRO Urals. (See Exhibit 3). 6. Omni was never made a party to this proceeding, and was never notified

of the proceeding, even though Omni was the record owner of the shares at the time the lawsuit was brought. NPRO Urals certainly knew that Omni owned the GOK shares, since that information was available from the stock registry. 7. Profit House appealed this decision. On October 16, 2000, the appellate

division of ChAC ordered that the shares be re-registered. (See Exhibit 4). In its October 16, 2000 Order, ChAC rejected Profit House's argument that the current owners of GOK shares had not been parties to the proceeding. It reasoned that the ChAC had taken measures to ascertain and join the true owners. The October 16, 2000 order was affirmed by the Federal Arbitrazh Court for the Ural District on or about December 4, 2001. (See Exhibit 5). 8. The re-registration apparently occurred on or about November 15, 2000.

(See Exhibit 6). Omni did not learn of the transfer, and did not learn of any of the abovementioned litigation, until two months after the transfer took place.

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9.

On June 4, 2001, Profit House filed a petition at the Supreme Arbitrazh

Court of the Russian Federation seeking to bring a protest to the ChAC decision of August 1, 2000, the ChAC Order of October 16, 2000 and the decision of Federal Arbitrazh Court for the Ural District of December 4, 2001 (See Exhibit 7). The petition is still pending. The Moscow Action 10. On September 29, 2000, the Solntsevo local court in Moscow issued a

decision in an action purportedly brought by OAO Nizhnitagilsky Metalurgical Combine, ZAO Inrossmet, and ZAO Standart Trust against various defendants, including Nexis Products, LLC, Omni Trusthouse Ltd., Foston Management, Ltd., and Holdex LLC, seeking to invalidate the sale of GOK shares to the defendants and claiming to be the owners of those shares. (See Exhibit 8). This action is described in greater detail in the Declaration of Marina Ashikhmina. 11. Although the Court decision indicates that Omni was represented at the

proceeding, it does not state the name of the person allegedly appearing on Omni's behalf. Contrary to the decision, Omni was never notified of the proceeding, nor did it participate in any proceeding. Further, Omni never authorized any person to represent it at this proceeding. 12. Although the decision of September 29, 2000 did not divest Omni of its

shares in GOK, it was yet another attempt to use judicial mechanisms to take back its shares without notifying the true owners. It is common knowledge that OAO Nizhnitagilsky Metalurgical Combine is controlled by the same person who controls GOK, Iskander Makmudov.

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13.

As set forth in the Declaration of Ashikhmina, the Moscow City Court

reversed this decision by order dated March 30, 2001. (See Exhibit 9). 14. This action was ultimately dismissed by order dated November 30, 2001.

(See Exhibit 10).

The US Defendants 15. Upon information and belief, the GOK shares that had belonged to Omni

are currently registered in whole or in part in the names of Defendants Investland LLC, Unidale, LLC, and/or Venitome Corp. 16. Based on my conversations with Joseph Traum, I believe that the illegal

transfer of Omni's shares was effected by Iskander Makmudov and Mikhail Chernoy. 17. Further, based on information in the Second Amended Complaint, and

various documents which have been submitted to the Court regarding the ownership of real estate in the United States by Chernoy, I believe that the various American companies to which the shares were transferred were organized by Arek Kislin, who acts as Chernoy's agent in the United States.

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EXHIBIT "1"

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EXHIBIT "2"

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EXHIBIT "3"

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