Moscow, June 8, 2004 - With this letter OAO "RBC Information Systems" ("RBC" or "the Company") hereby brings to the attention of all of its shareholders of record as of January 12, 2004 ("Existing Shareholders") that the Company is planning to offer 15m additional common shares in the near future and to announce in this connection that they may exercise their rights of pre-emption in relation to this capital increase. This letter shall not be construed as an official notice of the capital increase, as according to the Russian legislation, the only official notices are those placed in Russian in a limited number of sources of information (including Rossiyskaya Gazeta).
The Existing Shareholders may exercise their rights of pre-emption in relation to the newly issued shares of the Company within 45 days after the commencement of their placement by submitting to the Company a written application on the acquisition of such shares ("the Application") together with an original or a notarized copy of a document confirming that the shareholder has paid for the shares that are being acquired. The list of Existing Shareholders can be obtained from the register of the Company's shareholders as of that date. The shareholders can buy the number of shares comprising the capital increase proportional to the number of ordinary shares in the Company they held on January 12, 2004.
The Application can be filed following publication of a notice regarding the possibility of an exercise of pre-emptive rights in the Rossiyskaya Gazeta periodical and until the date 45 days later. It must contain:
- A heading containing the words "Application to acquire shares of OAO "RBC Information Systems" under the rights of pre-emption" or "Çàÿâëåíèå íà ïðåèìóùåñòâåííîå ïðèîáðåòåíèå àêöèé Îòêðûòîãî àêöèîíåðíîãî îáùåñòâà "ÐÁÊ Èíôîðìàöèîííûå Ñèñòåìû" in Russian;
- Full name or official company name, address and identification number with the Russian Tax Ministry (if any) of the shareholder;
- For individuals: date and place of birth, passport number, date and place of issue, For companies: registration number at the unified state registry of legal entities (if any);
- Account number with the registrar and number of shares acquired;
- Bank information of the shareholder and the amount of funds transmitted to pay for the shares; and
- Reference to the enclosed original or a notarized copy of a document confirming that the shareholder has paid for the shares that are being acquired.
The Application must be signed by the shareholder or a party acting on the basis of a power of attorney. For legal entities a seal must be affixed if the entity's charter provides for such a seal. If a party acting on the basis of a power of attorney signs the Application an original or a notarized copy of the power of attorney must be enclosed. The Application and all supporting documents must be delivered to the following address by the shareholder or a party acting on the basis of a power of attorney: 78 Profsoyuznaya Street, Building 1, Moscow 117420, Russian Federation Monday through Friday 9.00 to 18.00 following publication of a notice regarding the possibility of an exercise of pre-emptive rights in the Rossiyskaya Gazeta periodical until the date 45 days later.
The shares must be paid for in full in rubles or US Dollars (according to the exchange rate of the Central Bank of the Russian Federation prevailing on the payment date). Bank details of the account to which the funds must be transferred are:
OOO Commercial Bank Makprombank
Leninsky Prospekt, 75/9, Moscow 119261, Russian Federation
Taxpayer's identification number: 7736022535
Correspondent account number: 30101810400000000522
For payments in rubles: account number 40702810000000000403
For payments in US Dollars: account number 40702840900009100403
According to the Russian legislation all documentation relating to the Joint-Stock Companies must be in Russian. For the convenience of the shareholders who may not be familiar with the Russian securities legislation and/or the Russian language, the Company would like to provide them with a model text of the Application in Russian (enclosed as Appendix I) and in English (Appendix II). We strongly suggest that the Existing Shareholders appoint someone who is familiar with Russian laws and language to file the Application.
Investor contact: Natalia Makeeva
Tel: +7 (095) 363-1111 (ext. 1369), e-mail: firstname.lastname@example.org, Web: www.rbcinfosystems.com.