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Statement re SISTEMA'S RTI AND NVISION GROUP COMMENCE STRATEGIC INTEGRATION OF THEIR ASSETS

13th Jul 2012 17:48

SISTEMA'S RTI AND NVISION GROUP COMMENCE STRATEGIC INTEGRATION OF THEIR ASSETS

Moscow, Russia - July 13, 2012 - Sistema JSFC ("Sistema") (LSE: SSA), the largest diversified publicly-traded investment company in Russia and the CIS, and NVision Group today announces that OJSC RTI Group ("RTI Group"), the largest industrial holding of high-tech research and production companies within Sistema, and NVision Group Managing Company LLC have signed legally binding documents that relate to a transaction, resulting in the strategic integration of RTI Group's and CJSC NVision Group's information and communication technologies assets.

In accordance with the signed documents, following the completion of the transaction, RTI Group (includes assets of RTI and SITRONICS) will own a 50%+0.5 share stake in CJSC NVision Group ("NVision Group"). NVision Group's shareholders will retain a 50%-0.5 share stake in the company. RTI Group will pay a total cash consideration of RUB 3 billion, and contribute certain assets, which are now part of SITRONICS Information Technologies and SITRONICS Telecommunication Solutions (excluding Intracom Telecom).

In order to fulfil the agreements on joint management of NVision Group, the parties have established various corporate governance mechanisms, which will ensure equal involvement of the partners in operating NVision Group. In particular, the mechanism provides for an equal representation of the parties on the company's Board. The current management of NVision Group will continue to operate the company.

The completion of the transaction is expected by the end of the year and is subject to the fulfilment of a number of preconditions, including the receipt of all the necessary permissions from the State regulatory bodies, as well as execution of a number of separate transaction-related agreements.

The Company is not an investment company, and is not and will not be registered as such, under the U.S. Investment Company Act of 1940.

***

For further information, please visit www.sistema.com or contact:

Sistema Investor Relations

Evgeniy Chuikov

Tel.: +7 (495) 692 1100

[email protected]

Sistema Public Relations

Vsevolod Sementsov

Tel.:+7 (495) 730 1705

[email protected]

Nvision Group External Communications Department

Valeriya Voskresenskaya

Tel.: +7 (495) 641 1210 ext. 3295

Mob.: +7 (985) 760 8022

[email protected]

RTI Public Relations

Roman Fomishenko

Tel.: +7 (495) 231 3891

Mob.: +7 (910) 457 6284

[email protected]

Sistema JSFC is the largest diversified publicly-traded investment company in Russia and the CIS, which invests in and is a major shareholder of companies serving over 100 million customers in the sectors of telecommunications, high technology, oil and energy, radars and aerospace, banking, retail, mass-media, tourism and healthcare services. Founded in 1993, the company reported revenues of US$ 7.9 billion for the first quarter of 2012, and total assets of US$ 47.3 billion as at March 31, 2012. Sistema's global depository receipts are listed under the symbol "SSA" on the London Stock Exchange. Sistema's ordinary shares are listed under the symbol "AFKS" on the MICEX-RTS Stock Exchange, and under the symbol "SIST" on the Moscow Stock Exchange (MSE). Sistema was ranked number 315 in the 2010 edition of the Fortune Global 500 list. Website: www.sistema.com

OJSC RTI is the largest industrial holding of high-tech research and production companies. RTI's main shareholders are JSFC Sistema (84.6%) and the Bank of Moscow (15.4%). RTI's companies have their own R&D infrastructure and implement large, unique and complex projects centred around radio and space technologies, navigation and microelectronic devices. RTI's product portfolio includes integrated solutions in the field of complex communications and security systems, integration systems, microelectronics, telecommunications, geoinformatics and radio navigation, as well as major defence projects of national importance. RTI is a member of TOP Defense 100 rating. RTI comprises OJSC Concern RTI Systems (97%) and OJSC Sitronics (63.074%). Website: www.oaorti.ru

NVision Group is a leading developer of unique information and communications technology solutions and services. Founded in 2001, the company has 11 regional branches. In 2011, NVision Group reported a total annual turnover of RUB 24.4 billion. The company develops and provides its customers with integrated solutions and services in the following areas: IT consulting, information systems, telecommunications and network management systems, information security, industrial automation, infrastructure systems, engineering infrastructure, service and technical support. All solutions are aimed at improving overall efficiency of companies. NVision Group is among the 10 largest IT companies (Expert RA, Kommersant), the 30 fastest-growing IT companies (Kommersant), the 200 largest privately held companies in Russia (Forbes), and it is also among the 400 largest Russian companies (Expert Magazine). Website: http://www.nvg.ru/

Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Sistema. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "estimate," "intend," "will," "could," "may" or "might" the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially. We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic conditions, our competitive environment, risks associated with operating in Russia, rapid technological and market change in our industries, as well as many other risks specifically related to Sistema and its operations.

Copyright Business Wire 2012


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