Bondholders Consent to Waive Covenants

NCSP Receives Eurobond Holders Consent to Waive Covenants

7 December 2010

The Novorossiysk Commercial Sea Port (LSE: NCSP, RTS AND MICEX: NMTP) hereby reports the successful solicitation of consent in respect of $300 000 000, 7 percent Loan Participation Notes due 2012 issued by Novorossiysk Port Capital S.A. (ISIN XS0300986337, common code 030098633) (the Notes) conditioned by the execution of the planned transaction to acquire Primorsk Trade Port LLC.

The meeting of Noteholders held on 6 December 2010 has adopted the Extraordinary resolution waiving the right of Noteholders to require the Issuer to redeem their Notes and prepay the loan in case of the breach of Consolidated Leverage Ratio (debt/EBITDA) covenant and a potential occurrence of Change of Control as a result of the execution of the planned transaction to acquire Primorsk Trade Port LLC.

The Extraordinary Resolution was upheld by the 99.82% of all Noteholders participating in the meeting (In total the meeting was attended by the Noteholders representing 77.55% of the outstanding principal amount of the notes).

Commenting on this event CEO of NCSP Igor Vilinov said: «The consent to waive the Eurobond covenants was granted on the original terms as proposed by the company and was supported by the prevailing majority of the Noteholders. In our opinion, this poses an unconditional proof that the fundamental credit quality of NCSP will not deteriorate from the short-term increase in debt burden resulting from the planned transaction to acquire Russia's second largest port by cargo turnover. It is also worth mentioning that NCSP already has a successful track record of deleveraging the company to comfort levels in a short time».

All Noteholders who voted in favour of the Extraordinary Resolution are entitled to a Consent fee of $12.5 for each $1 000 in principal amount of the Notes held on the Record Date.

Any inquiries regarding the Consent fee should be directed to the Tabulation Agent at: D. F. King (Europe) Limited, CityPoint, 1 Ropemaker Street, London EC2Y 9AW, United Kingdom; Attention: Caroline Hall; Telephone: +44 20 7920 9718; E-mail: [email protected], www.king-worldwide.com/kwwprojects/ncsp.

About NCSP Group

Novorossiysk Commercial Sea Port is the largest Russian port operator in terms of cargo turnover. Group's consolidated cargo turnover in 2009 totaled 86.5 million tons. Consolidated revenue to IFRS in 2009 totaled $675.1 million and net profit $252.2 million.

NCSP shares are traded on Russia's RTS and MICEX exchanges (NMTP) and on the London Stock Exchange (NCSP) in the form of GDRs (1 GDR representing 75 shares).

NCSP Group includes the following stevedore companies: PJSC NCSP, PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Shipyard, PJSC NCSP Fleet, OJSC Novoroslesexport, OJSC IPP, and Baltic Stevedoring Company Ltd.

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