AFK Sistema OAO : SISTEMA’S RTI AND NVISION GROUP TO INTEGRATE THEIR ASSETS

01.24.2012 14:37

Moscow, Russia - January 24, 2012 - Sistema JSFC ("Sistema") (LSE: SSA), the largest diversified public financial corporation in Russia and the CIS, today announces that it has signed a framework agreement with OJSC RTI ("RTI") and NVision Group Managing Company LLC. The agreement stipulates the principles upon which the future cooperation between the parties will be based, and it defines the terms of a strategic integration of RTI's and CJSC NVision Group's assets.

Within the framework of the agreement, RTI will acquire a 50% stake in CJSC NVision Group ("NVision Group") from the company's shareholders. Furthermore, NVision Group's shareholders will swap the remaining 50% of the company through an additional share issue by RTI. As a result of the transaction, NVision Group's shareholders will receive a total cash consideration of up to US$ 200 million and a significant stake in RTI's charter capital, as well as representation on RTI's Board of Directors, which will enable them to participate in key Board decisions.

Mikhail Shamolin, President and Chief Executive Officer of Sistema, commented: "NVision Group is one of the largest information and communication technology companies in Russia. We believe that the integration of Sistema's high-tech assets under RTI with NVision Group as a leading industry player, enhances shareholder value and provides further opportunities for growth in our business and the recognition of synergies."

Anton Sushkevich, President of NVision Group, added: "This transaction is in line with our strategy to form the largest high-tech company in the CIS which will be focused on technologies developed by both NVision and RTI. The company will serve a diversified portfolio of clients on a turnkey basis and will deliver complex projects for the largest public and private enterprises."

Sergei Boev, General Director of RTI, commented: "The integration of NVision Group and RTI's assets and expertise brings with it the obvious potential to realise synergies. The deal will also strengthen RTI's position as one of the leading providers of complex technological solutions with a greater priority on developing the share of our own high-tech products. NVision Group's ICT-expertise can be successfully applied to RTI's strategic business fields during the provision of complex communications and security systems, microelectronics and telecommunications solutions."  

The completion of the transaction is subject to the fulfilment of a number of preconditions, including the approval of the transaction according to corporate procedures for all the parties, receipt of all the necessary permissions from the State regulatory bodies, as well as negotiation and execution of a number of separate transaction-related agreements.

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Investor Relations Evgeniy Chuikov Tel.: [phone] [e-mail]

Public Relations Vsevolod Sementsov Tel.:[phone] [e-mail]

Sistema is the largest diversified public financial corporation 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$ 9.0 billion for the third quarter of 2011, and total assets of US$ 42.7 billion as at September 30, 2011. 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 342 in the 2010 edition of the Fortune Global 500 list. Website:

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 comprises OJSC Concern RTI Systems (97%) and OJSC Sitronics (63.074%), Website:

NVision Group is a leading developer of unique information and communications technology solutions and services. Founded in 2001, the company has 10 regional branches. In 2010, NVision Group reported a total annual turnover of RUB 22 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 500 largest Russian companies (Finans Magazine). Website:

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.

This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares or other securities of JSFC Sistema and/or any of its subsidiaries and affiliated companies, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the shares or securities of JSFC Sistema and/or any of its subsidiaries and affiliated companies.