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JSFC Sistema (SSA)

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Monday 30 March, 2009

JSFC Sistema

Sistema Acquires Controlling Stakes in Bashkir ...

Sistema Acquires Controlling Stakes in Bashkir Oil and Energy Group

JSFC Sistema

SISTEMA ACQUIRES CONTROLLING STAKES IN BASHKIR

OIL AND ENERGY GROUP

Moscow, Russia – March 30, 2009 – Sistema (LSE: SSA), the largest diversified public corporation in Russia and the CIS, which manages fast growing companies operating in the telecommunications, consumer services sectors and technology industries, today announced that it has signed an agreement with Agidel-Invest LLC, Ural-Invest LLC, Inzer-Invest LLC and Yuryuzan-Invest LLC to acquire their stakes in Bashkir Oil and Energy Group companies, including ANK Bashneft JSC, Ufaneftechim JSC, Novoil JSC, Ufaorgsintez JSC, Ufimskiy NPZ JSC and Bashkirnefteprodukt JSC. The deal is expected to be concluded for a total cash consideration of US$ 2.5 billion. The payment is being made in two tranches with US$ 2.0 billion paid upon the completion and US$ 500 million being paid on a deferred basis after 14 months. The completion of the deal is contingent upon the fulfillment of a number of conditions.

In 2005, Sistema-Invest, a subsidiary of Sistema, acquired minority stakes in Bashkir Oil and Energy Group’s subsidiaries. Following the completion of this transaction Sistema will own 76.52% stake in ANK Bashneft JSC, 65.78% stake in Ufaneftechim JSC, 87.23% stake in Novoil JSC, 73.02% stake in Ufaorgsintez JSC, 78.49% stake in Ufimskiy NPZ JSC and 73.33% stake in Bashkirnefteproduct JSC. Furthermore, in accordance with the Russian legislation Sistema plans to make an offer to minority shareholders of Bashkir Oil and Energy Group for purchase of their shares.

Leonid Melamed, President and Chief Executive Officer, commented: “Sistema and its Group companies have been operating in Bashkortostan for a number of years. We are confident that the acquisition of controlling stakes in Bashkir Oil and Energy Group companies will underpin our cooperation with the Republic. We plan to further develop and build up the production potential of the oil companies thus strengthening the economy and social infrastructure in Bashkortostan. Furthermore, the creation of a vertically integrated oil company will sustain further economic development and rational use of the Republic’s potential in the future. The increase in Sistema’s ownership of Bashkir Oil and Energy Group companies is in line with our strategy to create additional shareholder value. This transaction will allow us to maximize the returns from our portfolio investments and to receive another steady source of cash flows.”

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

       
Sistema Investor Relations Shared Value Limited
Maksim Arkhipov Larisa Kogut-Millings
Tel: +7 495 692 11 00 Tel: +44 (0) 20 7321 5010

ir@sistema.ru

sistema@sharedvalue.net

 

Sistema is the largest public diversified corporation in Russia and the CIS, which manages fast growing companies operating in the telecommunications, consumer services sectors and technology industries and has over 100 million customers. Sistema develops and manages market-leading businesses in selected industries, including telecommunications, technology, banking, real estate, retail, media, tourism and healthcare. Founded in 1993, the company reported revenues of US$ 12.6 billion for the first nine months of 2008 (unaudited), and total assets of US$ 32.0 billion as at September 30, 2008 (unaudited). Sistema’s shares are listed under the symbol “SSA” on the London Stock Exchange, under the symbol “AFKS” on the Russian Trading System (RTS), under the symbol “AFKC” on the Moscow Interbank Currency Exchange (MICEX), and under the symbol “SIST” on the Moscow Stock Exchange (MSE).

Bashkir Oil and Energy Group is a top ten oil production company in Russia (with 11.7 million tons produced in 2008), the fifth largest oil processing Russian company (with 21 million tons processed in 2008) and the fourth largest company by oil reserves (over 310 million tons). The Group’s revenues amounted to RUB 161.3 billion for the first nine months of 2008.

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. In addition, there is no assurance that the new contracts entered into by our subsidiaries referenced above will be completed on the terms contained therein or at all. 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.