NCSP Calls EGM to Approve Primorsk Acquisition

NCSP Calls Extraordinary General Meeting to Approve Primorsk Acquisition

29 October 2010

PJSC Novorossiysk Commercial Sea Port («NCSP») (LSE: NCSP, RTS and MICEX: NMTP) hereby announces the resolutions adopted by the Board of Directors on 29 October 2010 with regard to the proposed acquisition of 100% participation interest in Primorsk Trade Port LLC («PTP») and associated bank debt financing.

1. To propose the general meeting of NCSP shareholders to consider the acquisition of 100% participation interest in Primorsk Trade Port LLC at the purchase price of $ 2 153 000 000, subject to subsequent approval of this purchase price by the competent federal regulatory authority, and the related bank debt financing in the amount not exceeding $ 1 950 000 000.

2. To convene an extraordinary general meeting of shareholders of NCSP («EGM») in the form of absentee voting with the following agenda:

Item 1: Approval of the «major transaction» (a series of interrelated transactions) to acquire 100% of participation interest in PTP funded, inter alia, through bank debt financing («Transaction»), the price (cash value) of which exceeds 50% of the balance sheet asset value of NCSP, calculated on the basis of NCSP's RAS financial statements as of the most recent reporting date. The Transaction also constitutes an «interested party transaction» due to the interest of NCSP shareholder NOVOPORT HOLDING LTD, incorporated and existing under the laws of British Virgin Islands, holding more than 20% of NCSP voting shares, and governed by the following agreements:

a) The sale and purchase agreement to acquire 100% of participation interest in PTP between NCSP as the buyer and OMIRICO LIMITED, incorporated and existing under the laws of Cyprus, as the seller, and KADINA LIMITED, incorporated and existing under the law of British Virgin Islands, as a party;

b) Loan facility agreement between NCSP as the borrower and OAO Sberbank or OAO Bank VTB or VTB Capital PLC or another credit institution to be selected by NCSP through an open tender to determine a financial institution to arrange a loan facility in the amount not exceeding $1 950 000 000.

The record date for the EGM has been determined as 8 November 2010.

Voting ballots are due by 16 December 2010.

Information related to the EGM voting procedures and deadlines for holders of Global Depositary Receipts (GDRs) representing NCSP shares will be made available to them via the GDR program depository bank - JP Morgan Chase Bank NA.

3. To determine the price of one ordinary share of NCSP in the amount of RUR 4.9 (four rubles and ninety kopecks), subject to subsequent approval of this purchase price by the competent federal regulatory authority, for the purpose of exercising of a put right by the shareholders who voted against or did not participate in voting on the approval of the Transaction.

The aggregate amount of funds to be used by NCSP to buy shares from the shareholders exercising their put rights may not exceed 10% of its net asset value as of the date of EGM. For this purpose, the net asset value will be calculated on the basis of NCSP's financial statements prepared in accordance with RAS on an unconsolidated basis as of the most recent reporting date.

About NCSP Group

PJSC "Novorossiysk Commercial Sea Port" together with its subsidiaries ("NCSP Group") is the largest Russian port operator in terms of cargo turnover. NCSP Group's consolidated cargo turnover in 2009 totaled 86.5 million tons. Consolidated IFRS revenue in 2009 totaled $675.1 million and net profit ‑ $252.2 million. NCSP shares are traded on Russia's RTS and MICEX exchanges (Ticker: NMTP) and on the London Stock Exchange (Ticker: NCSP) in the form of GDRs (1 GDR representing 75 shares). NCSP Group includes the following stevedore companies: PJSC Novorossiysk Commercial Sea Port, PJSC Novorossiysk Grain Terminal, OJSC Novorossiysk Ship Repair Yard, PJSC NCSP Fleet, OJSC Novoroslesexport, OJSC IPP, and Baltic Stevedoring Company Ltd.

Submit comments and inquiries to: IR@nmtp.info / +7 (495) 783-5434