Resolutions passed by the Extraordinary General Meeting of LSR Group

On February 19, 2010 LSR Group held its Extraordinary General Meeting of Shareholders.

Items put to vote and voting results:

Item 1 put to vote:
1. Approve as a major transaction which is also an interested party transaction the entering by Open Joint Stock Company LSR Group (hereinafter the “Company”) into the Underwriting Agreement (hereinafter the “Underwriting Agreement”) construed under English law, and the performance of transactions provided for therein (hereinafter the “Transaction”) pursuant to material terms and conditions as follows:
The parties (beneficiaries) under the Underwriting Agreement are:  (1) the Company, (2) Company’s shareholders - Streetlink Limited and Mr. Andrey Molchanov (hereinafter the “Selling Shareholders”), and (3) Underwriting Bank – Goldman Sachs International, Underwriting Bank – J.P. Morgan Securities Limited, Underwriting Bank – VTB Capital plc and other entities specified in the Underwriting Agreement as underwriters, bookrunners or managers, and/or their affiliated companies (hereinafter the “Underwriters”), and also other entities to which the Indemnity provisions are applicable under the Underwriting Agreement.

The subject of the Transaction is performance of transactions related to an offering of ordinary shares of the Company in the form of global depositary receipts and/or shares (hereinafter the “Offering”) to Russian and international investors, and in this connection the Company and the Selling Shareholders shall:
a) issue certain representations and warranties for the benefit of the Underwriters, particularly, in respect of their powers to enter into the Underwriting Agreement, their legal status, compliance with contractual and other obligations, shares of the Company and subsidiaries thereof, completeness and accuracy of information disclosure in the International Prospectus being prepared in connection with the Offering, completeness and accuracy of the information made available to the Underwriters, financial statements of the Company, business and other activities of the Company, financial standing and legal status of the Company, and also other matters related to the Company, the Selling Shareholders and the Offering;
b) assume obligations to indemnify the Underwriters and other entities to which the Indemnity provisions are applicable, in particular, in the event of breach by the Company or the Selling Shareholders of their representations and warranties set forth in the Underwriting Agreement;
c) assume obligations to refrain from any sale, alienation, encumbrance or other disposal of the Company’s ordinary shares for a period of 180 days from placing the Company’s ordinary shares in the form of global depositary receipts and/or shares; and also 
d) assume such other obligations arising from the Offering.

The value (monetary valuation) of the property which may be directly or indirectly disposed of by the Company under the Transaction, was determined pursuant to the decision of the Board of Directors of the Company dated 14 January 2010 based on:
a) the expected market value of the Company’s ordinary shares to be offered under the Offering in accordance with the Underwriting Agreement;
b) all of the Company’s obligations under the Underwriting Agreement;
c) the Underwriters’ fee to be determined on market terms corresponding to the terms of similar transactions based on the amount of the offering of Company’s shares, as well as the amount of expenses and costs reimbursable to the Underwriters; and also
d) non-restriction of the possible amount of Company’s liabilities arising from the indemnification of the Underwriters and other entities to which the Indemnity provisions are applicable under the Underwriting Agreement, in particular, in the event of breach by the Company or the Selling Shareholders of any representations, warranties or obligations set forth in the Underwriting Agreement or other agreements to be concluded by the Company and the Selling Shareholders in connection with the Offering. The terms and conditions of indemnity for the Underwriters shall be standard for such transactions and comply with those existing in the market;
Pursuant to the indemnification provisions applicable to the Underwriters, the value of the Company’s liabilities under the Underwriting Agreement may be over Fifty (50) percent of the book value of the Company assets determined on the basis of its financial statements as of the latest reporting date.

2. Instruct the CEO of the Company, Mr. Igor Levit or other authorised persons to carry out, on behalf of the Company, all actions required to perform the Transaction including:
a) finalisation, modification and signing of the Underwriting Agreement, and also any other agreements and documents directly related to the Transaction;
b) any other actions necessary for the purposes of the Transaction.

Results of voting on the agenda item 1:

Item 2 put to vote:
1. To approve an interested party transaction between Open Joint Stock Company LSR Group (hereinafter – the “Pledger”) and State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) (hereinafter – the “Bank”) – entering into a Surety Agreement for pledging №110100/1031-DZD a 100 percent stake in the charter capital of Limited Liability Company Cement (Primary State Registration Number 1054700453587, Registered Office: House 25a, Lomonosova Street, Slantsy, Leningrad Region, 188561, Russian Federation) owned by the Pledger (hereinafter – the “Pledged Property”).
The Pledged Property shall secure the fulfilment of all the obligations of OOO Cement (the Beneficiary) under the Loan Agreement №110100/1031 of 29.06.2009 signed with the Bank in the form of a credit facility on the following conditions:
- Credit Facility Limit: the equivalent of EUR 172,610,400 (One hundred and seventy-two million six hundred and ten thousand four hundred) in US dollars;
- Credit Facility Period: one hundred and twenty (120) months from signing of the Loan Agreement;
- Loan Currency: US dollars. The Credit Facility Limit and Targeted Cost Items thereunder shall be converted from euros into US dollars at the cross rate established by the Bank as of the Loan Agreement signing date;

2. To approve an interested party transaction between Open Joint Stock Company LSR Group (hereinafter – the “Pledger”) and State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) (hereinafter – the “Bank”) – entering into a Surety Agreement for pledging №110100/1032-DZD a 100 percent stake in the charter capital of Limited Liability Company Cement (Primary State Registration Number 1054700453587, Registered Office: House 25a, Lomonosova Street, Slantsy, Leningrad Region, 188561, Russian Federation) owned by the Pledger (hereinafter – the “Pledged Property”).
The Pledged Property shall secure the fulfilment of all the obligations of OOO Cement (the Beneficiary) under the Loan Agreement №110100/1032 of 29.06.2009 signed with the Bank in the form of a credit facility on the following conditions:
- Credit Facility Limit: RUB 2,735,016,032 (Two billion seven hundred and thirty-five million sixteen thousand thirty-two) roubles;
- Credit Facility Period: one hundred and twenty (120) months from signing of the Loan Agreement;
- Loan Currency: Russian roubles.

Results of voting on the agenda item 2:
Results of voting Transaction No.1 on the agenda item 2:
Number of votes cast “IN FAVOUR”: 74 896 986 – 84,34 percentage of votes cast by all holders of voting shares not deemed interested parties.
Number of votes cast “OPPOSED”: 36 603 – 0,04 percentage of votes cast by all holders of voting shares not deemed interested parties.
Number of votes cast “ABSTAINED”: 85 984 – 0,10 percentage of votes cast by all holders of voting shares not deemed interested parties.
Results of voting Transaction No.2 on the agenda item 2:
Number of votes cast “IN FAVOUR”: 74 896 986 – 84,34 percentage of votes cast by all holders of voting shares not deemed interested parties.
Number of votes cast “OPPOSED”: 36 603 – 0,04 percentage of votes cast by all holders of voting shares not deemed interested parties.
Number of votes cast “ABSTAINED”: 85 984 – 0,10 percentage of votes cast by all holders of voting shares not deemed interested parties.

2.6. Wordings of decisions adopted by the General Meeting:
Decision adopted on agenda Item 1:
1. Approve as a major transaction which is also an interested party transaction the entering by Open Joint Stock Company LSR Group (hereinafter the “Company”) into the Underwriting Agreement (hereinafter the “Underwriting Agreement”) construed under English law, and the performance of transactions provided for therein (hereinafter the “Transaction”) pursuant to material terms and conditions as follows:
The parties (beneficiaries) under the Underwriting Agreement are:  (1) the Company, (2) Company’s shareholders - Streetlink Limited and Mr. Andrey Molchanov (hereinafter the “Selling Shareholders”), and (3) Underwriting Bank – Goldman Sachs International, Underwriting Bank – J.P. Morgan Securities Limited, Underwriting Bank – VTB Capital plc and other entities specified in the Underwriting Agreement as underwriters, bookrunners or managers, and/or their affiliated companies (hereinafter the “Underwriters”), and also other entities to which the Indemnity provisions are applicable under the Underwriting Agreement.

The subject of the Transaction is performance of transactions relating to an offering of ordinary shares of the Company in the form of global depositary receipts and/or shares (hereinafter the “Offering”) to Russian and international investor, and in this connection the Company and the Selling Shareholders shall:
a) issue certain representations and warranties for the benefit of the Underwriters, particularly, in respect of their powers to enter into the Underwriting Agreement, their legal status, compliance with contractual and other obligations, shares of the Company and subsidiaries thereof, completeness and accuracy of information disclosure in the International Prospectus being prepared in connection with the Offering, completeness and accuracy of the information made available to the Underwriters, financial statements of the Company, business and other activities of the Company, financial standing and legal status of the Company, and also other matters related to the Company, the Selling Shareholders and the Offering;
b) assume obligations to indemnify the Underwriters and other entities to which the Indemnity provisions are applicable, in particular, in the event of breach by the Company or the Selling Shareholders of their representations and warranties set forth in the Underwriting Agreement;
c) assume obligations to refrain from any sale, alienation, encumbrance or other disposal of the Company’s ordinary shares for a period of 180 days from placing the Company’s ordinary shares in the form of global depositary receipts and/or shares; and also 
d) assume such other obligations arising from the Offering.

The value (monetary valuation) of the property which may be directly or indirectly disposed of by the Company under the Transaction, was determined pursuant to the decision of the Board of Directors of the Company dated 14 January 2010 based on:
a) the expected market value of the Company’s ordinary shares to be offered under the Offering in accordance with the Underwriting Agreement;
b) all of the Company’s obligations under the Underwriting Agreement;
c) the Underwriters’ fee to be determined on market terms corresponding to the terms of similar transactions based on the amount of the offering of Company’s shares, as well as the amount of expenses and costs reimbursable to the Underwriters; and also
d) non-restriction of the possible amount of Company’s liabilities arising from the indemnification of the Underwriters and other entities to which the Indemnity provisions are applicable under the Underwriting Agreement, in particular, in the event of breach by the Company or the Selling Shareholders of any representations, warranties or obligations set forth in the Underwriting Agreement or other agreements to be concluded by the Company and the Selling Shareholders in connection with the Offering. The terms and conditions of indemnity for the Underwriters shall be standard for such transactions and comply with those existing in the market;
Pursuant to the indemnification provisions applicable to the Underwriters, the value of the Company’s liabilities under the Underwriting Agreement may be over Fifty (50) percent of the book value of the Company assets determined on the basis of its financial statements as of the latest reporting date.

2. Instruct the CEO of the Company, Mr. Igor Levit or other authorised persons to carry out, on behalf of the Company, all actions required to perform the Transaction including:
a) finalisation, modification and signing of the Underwriting Agreement, and also any other agreements and documents directly related to the Transaction;
b) any other actions necessary for the purposes of the Transaction.

Decision adopted on agenda Item 2:
Decision adopted Transaction No.1 on agenda Item 2:
1. To approve an interested party transaction between Open Joint Stock Company LSR Group (hereinafter – the “Pledger”) and State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) (hereinafter – the “Bank”) – entering into a Surety Agreement for pledging №110100/1031-DZD a 100 percent stake in the charter capital of Limited Liability Company Cement (Primary State Registration Number 1054700453587, Registered Office: House 25a, Lomonosova Street, Slantsy, Leningrad Region, 188561, Russian Federation) owned by the Pledger (hereinafter – the “Pledged Property”).
The Pledged Property shall secure the fulfilment of all the obligations of OOO Cement (the Beneficiary) under the Loan Agreement №110100/1031 of 29.06.2009 signed with the Bank in the form of a credit facility on the following conditions:
- Credit Facility Limit: the equivalent of EUR 172,610,400 (One hundred and seventy-two million six hundred and ten thousand four hundred) euros in US dollars;
- Credit Facility Period: one hundred and twenty (120) months from signing of the Loan Agreement;
- Loan Currency: US dollars. The Credit Facility Limit and Targeted Cost Items thereunder shall be converted from euros into US dollars at the cross rate established by the Bank as of the Loan Agreement signing date;
Decision adopted Transaction No.2 on agenda Item 2:
2. To approve an interested party transaction between Open Joint Stock Company LSR Group (hereinafter – the “Pledger”) and State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) (hereinafter – the “Bank”) – entering into a Surety Agreement for pledging №110100/1032-DZD a 100 percent stake in the charter capital of Limited Liability Company Cement (Primary State Registration Number 1054700453587, Registered Office: House 25a, Lomonosova Street, Slantsy, Leningrad Region, 188561, Russian Federation) owned by the Pledger (hereinafter – the “Pledged Property”).
The Pledged Property shall secure the fulfilment of all the obligations of OOO Cement (the Beneficiary) under the Loan Agreement №110100/1032 of 29.06.2009 signed with the Bank in the form of a credit facility on the following conditions:
- Credit Facility Limit: RUB 2,735,016,032 (Two billion seven hundred and thirty-five million sixteen thousand thirty-two) roubles;
- Credit Facility Period: one hundred and twenty (120) months from signing of the Loan Agreement;
- Loan Currency: Russian roubles.
2.7. Date the minutes of the General Meeting prepared: 2010.02.19.

Note to Editors:
OJSC LSR Group is a real estate and building materials company founded in 1993 and operating in a number of complementary market segments. Its core business areas are building materials, real estate development and panel construction.
LSR Group's main operations are located in St. Petersburg, Moscow, Yekaterinburg and Ukraine.
In 2008, the sales revenues of LSR Group were RUR 49,813m (IFRS).

For more details please contact:
LSR Group Press Service
Tel.: +7 812 314 10 44
Fax: +7 812 458 83 72
E-mail: press@lsrgroup.ru
www.lsrgroup.ru

Disclaimer:
Neither these materials nor any copy of it may be taken or transmitted into the United States, Australia, Canada or Japan. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
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