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Press releases | Archive 2007

Notice of the possibility to exercise preemptive rights

Moscow, November 2, 2007. - OAO RBC Information Systems, (hereinafter "the Issuer") hereby announces that on August 3, 2007, the Issuer's Board of Directors resolved to enlarge the Issuer's share capital by floating additional registered shares (hereinafter, "Additional Shares") by public subscription. In accordance with Clauses 40 and 41 of the federal law "On Joint-Stock Companies", the Issuer's shareholders are granted the preemptive right to acquire Additional Shares floated by public subscription in proportion to the number of the Issuer's shares they hold.

The list of parties entitled to preemptive rights to acquire shares shall be drawn based on the Issuer's shareholder register as of the date of the decision to increase the share capital by issuing additional common shares (August 3, 2007).

The Issuer hereby notifies shareholders of the possibility of and the procedure for exercising the preemptive rights.

Number of Additional Shares: 20,740,000 (Twenty million seven hundred and forty thousand) shares.

Name of the registration authority responsible for the state registration of the Additional Shares, the issue's state registration number and date: Federal Financial Markets Service of Russia, No. 1-03-05214-A-004D, November 1, 2007.

Start date of the offering: The Issuer shall set the start date upon the state registration of the additional issue of shares and the expiry of the exercise period of preemptive rights to acquire shares. The flotation cannot be launched until the expiry of a two-week period from the date of disclosure of information on the additional share issue registration and provision of access to the information on the state registration of the additional share issue subject to disclosure in accordance with the federal law, "On the Securities Market" and regulations of the federal executive body for the securities market to all potential purchasers according to the procedure specified in the Resolution on the Additional Securities Issue and the Offering Circular. The said two-week period shall be calculated from the publication date of the notice on the state registration of the additional share issue in the RBC Daily newspaper.

The Issuer shall, in accordance with the procedure and within the period specified in Clause 11 of the Resolution on the Additional Securities Issue and Clause 2.9 of the Offering Circular, disclose the information on the state registration of the additional share issue (hereinafter, "Shares") and on access to the information contained in the Offering Circular for any parties concerned.

The Issuer shall set the set and publish the start date of the flotation of Shares in the newslines of Interfax and AK&M news agencies no later than 5 (five) days prior to the start date of the flotation of the Shares, as well as post it online on its website http://rbcinfosystems.com no later than 4 (four) days prior to the start date of the flotation of the Shares, but no sooner than the information is published in newslines of Interfax and AK&M news agencies.

Offering price for Additional Shares (price per Additional Share): The offering price for Shares to be floated by public subscription, including the offering price for persons entitled to the preemptive right to acquire the shares, shall be determined by the Issuer's Board of Directors based upon the expiry of the exercise period of the preemptive right, and shall be disclosed in accordance with the procedure set by the federal executive body for the federal securities market. In this case, the Share offering price for persons entitled to the preemptive right to acquire the shares shall be made equal to the offering price for third parties acquiring the Shares by public subscription not under preemptive rights.

The Additional Shares shall be paid for in full upon their acquisition in the currency of the Russian Federation, as specified in the Resolution on the Additional Securities Issue and the Offering Circular. Any party exercising its preemptive right to acquire Additional Shares shall pay for the acquired Additional Shares no later than 5 (five) business days upon the disclosure of information on the offering price of the Additional Shares by the Issuer in accordance with the procedure set out in Clause 11 of the Resolution on the Additional Securities Issue and Clause 2.9 of the Offering Circular, at the Additional Share price set for parties entitled to preemptive rights to acquire the Additional Shares.

Details of the bank account to which payments for Additional Shares during the share flotation under preemptive rights shall be transferred.

Non-cash payments for Shares acquired under preemptive rights shall be remitted to the Issuer's settlement account based on the following bank account details:

Recipient: OAO RBC Information Systems
Taxpayer ID: 7736206959
Full corporate name of the lending institution: ABN AMRO Bank Closed Joint-Stock Company
Short corporate name of the lending institution: ABN AMRO Bank CJSC
Location: Building 1, 17 Bolshaya Nikitskaya Street, Moscow 125009, Russia
Account No.: 40702810400005583551
BIK: 044525217
Lending institution's correspondent account No.: 30101810900000000217

Cash payments for the Shares acquired under preemptive rights shall be made at the payment office at the location of OAO RBC Information Systems at: 75/9 Leninsky Prospekt, Moscow 119261, Russia.

Procedure for determining the number of Additional Shares any shareholder shall be entitled to acquire: The maximum number of Additional Shares a party may purchase under preemptive rights to acquire Additional Shares is proportionate to the number of the Issuer's shares the party held as of August 3, 2007 (the date of the Issuer's decision to enlarge its share capital by issuing Additional Shares) and shall be calculated according to the formula below:

K=A*(20,740,000 / 119,260,000), where

K is the maximum number of shares of the additional issue in question that the party entitled to the preemptive right to acquire Additional Shares may purchase,

A is the number of the Issuer's common registered shares held by the party entitled to acquire Additional Shares as of August 3, 2007 (the date of the Issuer's decision to enlarge its share capital by issuing Additional Shares),

20,740,000 is the number of Additional Shares to be offered,

119,260,000 is the number of the Issuer's outstanding common registered shares as of August 3, 2007 (the date of the Issuer's decision to enlarge its share capital by issuing Additional Shares).

If the calculation yields a fractional number, the party entitled to a preemptive right to acquire Additional Shares may purchase part of Additional Shares (fractional share).

Preemptive right exercise period: 20 (twenty) days following the publication of this Notice in the RBC Daily newspaper.

Procedure for exercising preemptive rights: Additional Shares will be floated among parties entitled to preemptive rights to acquire Additional Shares based on Orders for the Acquisition of Additional Shares submitted by the parties in question (hereinafter, the "Order").

For the purpose of exercising preemptive rights, civil law contracts shall be concluded with parties acquiring the shares under preemptive rights subject to the following procedure.

A party entitled to a preemptive right to acquire Shares shall submit an Order within 20 (Twenty) days upon the publication of the Notice in the RBC Daily newspaper (hereinafter, the "Exercise Period").

Until the end of the Exercise Period, Shares cannot be floated otherwise except under preemptive rights.

The Order shall contain the following information:

  • title: Order for the Acquisition of Shares in RBC Information Systems Open Joint-Stock Company under preemptive rights;
  • date of the Order;
  • full name (full corporate name) of the person entitled to the preemptive right to acquire Shares;
  • place of residence (location) of the person entitled to the preemptive right to acquire Shares;
  • for individuals: passport data (birth date, year and place; passport series, number and issue date, issuing authority, effective term, if applicable);
  • for legal entities: information on the state registration of the legal entity and its registration in the Uniform State Register of Legal Entities (primary state registration number (OGRN) and/or other registration number, if applicable, date, issuing authority, number of a respective certificate);
  • the number of Shares to be acquired.

It is recommended that the Order contain the following information as well:

  • bank account details for refunds;
  • information on the nominee holder if such Shares must be entered into the personal account of the nominee holder in the register of holders of the Issuer's securities (full corporate name, primary state registration number (OGRN), registration authority, state registration date (date and entry into the Uniform State Register of Legal Entities), number and date of the deposit account, number and date of the inter-depositary agreement (if any)).

The Order shall be signed by the party entitled to the preemptive right to acquire the shares (a person authorized by the party presenting an original or notarized copy of the properly documented Power of Attorney or any other document confirming the powers of the representative) and, for legal entities, sealed (if applicable).

The party exercising its preemptive right to acquire Additional Shares shall be liable for the reliability, completeness and relevance of the information specified in the Order, and its compliance with the data from the register of holders of the Issuer's securities.

The Order has to be delivered to the Issuer during the Exercise Period.

The Order shall be delivered to the Issuer in person by the party entitled to the preemptive right to acquire additional Shares, or by a person authorized by the party presenting an original or notarized copy of the properly documented Power of Attorney or any other document confirming the powers of the representative, couriered to the Issuer, or delivered by post (to the Issuer's postal address: 75/9 Leninsky Prospekt, Moscow 119261, Russia).

Orders shall be accepted from 9 a.m. to 6 p.m. Moscow time with a lunch break from 12 p.m. to 1 p.m. on weekdays during the entire Exercise Period at: 75/9 Leninsky Prospekt, Moscow 119261, Russia.

Information on the availability of the Resolution on the Additional Securities Issue and Offering Circular for shareholders: All parties concerned may view the Resolution on the Additional Securities Issue and Offering Circular, as well as obtain copies of the documents at: Building 1, 78 Profsoyuznaya Street, Moscow, Russia; tel.: +7 (495) 363 1114, fax: +7 (495) 363 1125, corporate web-site in the Internet: http://rbcinfosystems.com.

Faithfully yours,
Yury Rovensky, General Director of OAO RBC Information Systems


Press and investor contacts:
Egor Timofeev
Tel: +7 (495) 363-1111
Email: pr@rbc.ru
Web: www.rbcholding.com