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Financial Corporation "Sistema"

November 13, 2008

Sistema signs agreements aimed at improving transparency and corporate governance in Bashkir oil companies

Moscow, Russia – 13 November, 2008 – Sistema (LSE: SSA), the largest public diversified corporation in Russia and the CIS, which manages fast growing companies operating in the consumer services sector, today announced that Sistema Invest, a subsidiary of Sistema, has signed a number of agreements with the majority shareholders of Bashkir Oil and Energy Group (“Group”).

The Group includes ANK Bashneft JSC, Ufaorgsintez JSC, Bashkirnefteproduct JSC, Ufimsky NPZ JSC, Novoil JSC and Ufaneftekhim JSC.

According to the agreements, Sistema Invest will act as a management company in respect of the following companies Agidel-Invest LLC, Inzer-Invest LLC, Ural-Invest LLC and Yuryuzan-Invest LLC which own a majority stake in the Group.

Sistema, the majority shareholders and the management of the Group’s companies will undertake a number of measures concerning corporate governance, including:

- Improving levels of transparency through the implementation of common accounting standards and the standardization of business processes, the increase of disclosure around the Group’s strategic decisions and the strengthening of communications between the Group’s management and the investment community.

- Increasing the Group’s production efficiency and optimising the cost structure. Each of the Group’s companies will form a Management Board and include representatives from Sistema.

- Enhancing the overall attractiveness of the Group for investors by developing the corporate governance mechanisms and providing broader access to capital markets, both domestically and internationally. The agreements will increase the powers of the Boards of Directors of the Group’s companies such as the approval of development strategies, investment programmes and budgets; the preliminary approval of transactions with a total value between 10% and 25% of each of the Group’s companies’ total assets. Furthermore, audit and finance and investment committees will be established at Board level. The representatives of Sistema Invest and Sistema will sit on the Boards of Directors of each company of the Group.

 

 

 

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