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Financial Corporation "Sistema"

July 13, 2012

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 announce 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.

 

 

 

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