MOSCOW, Russia – March 13, 2012 – JSC SITRONICS (“SITRONICS” or “the Company”) (LSE: SITR), a leading provider of telecommunications, information technology and microelectronic solutions in Russia and the CIS, announces that it has received today from OJSC RTI (“RTI”), a subsidiary of Sistema JSFC (“Sistema”) (Sistema owns 84.6% and Bank of Moscow owns 15.4% of RTI), a Voluntary Tender Offer (the “Offer”) to acquire up to 36.926% of ordinary registered shares of SITRONICS at a cash price of RUR 0.55 per common share of SITRONICS.

The Offer is made for all shares of SITRONICS, which are not currently owned directly by RTI, including the shares underlying SITRONICS Global Depositary Receipts (“GDRs”).

The SITRONICS' Board of Directors will review the Offer documentation and make a recommendation to SITRONICS shareholders regarding the Offer. The Board of SITRONICS has established a Special Committee of Independent Directors, consisting of Gregor Harter as Chairman and Kanwal Sibal, in connection with such recommendation.  

SITRONICS will deliver the Offer documentation, together with the recommendations of its Board of Directors, to SITRONICS shareholders on the register as of today’s date, including Deutsche Bank Ltd., the custodian of Deutsche Bank Trust Company Americas, the Depositary with respect to SITRONICS GDR program (the “Depositary”), no later than on March 28, 2012.  The GDR holders will receive the Offer documentation via the Depositary in accordance with its established procedures and timing.

The Offer documentation was filed with the Federal Service for Financial Markets (“FSFM”) on February 24, 2012 and the period of statutory review has now expired.

GDR holders are entitled to participate in the Offer. Subject to confirmation by the Depositary, the amount in US dollars payable per GDR to GDR holders will be based on the USD/RUB exchange rate at the time the Depositary receives funds in accordance with the terms and conditions of the Offer, will be paid in accordance with the terms and conditions of the relevant Depositary Agreement, less any fees payable to the Depositary thereunder.

The Offer period commences from today, when SITRONICS received the Offer from RTI, and will remain open for 70 days until the end of day on May 22, 2012.

Pursuant to the terms of the Offer document received by the Company, if as a result of the Offer RTI acquires over 95% of SITRONICS’ issued share capital, RTI intends to purchase all remaining shares from the holders of the remaining common stock of SITRONICS via a statutory squeeze-out under Russian law. Even if RTI is unable or decides not to initiate the squeeze-out of the remaining minority shareholders of SITRONICS, RTI intends to give serious consideration to delisting of SITRONICS’ securities from the Russian stock exchanges and the London Stock Exchange after completion of the Offer.   The Offer document further states that RTI may also consider a possibility of a reorganisation of SITRONICS in the future to achieve its full integration, however, RTI has not made any corporate decisions regarding such a reorganisation at present and reserves the right to determine the desirability, timing and procedure for any reorganisation of SITRONICS in the future.

Rothschild (RCF (Russia) B.V.) is acting as financial advisor to SITRONICS’ Special Committee of Independent Board Directors and Debevoise & Plimpton LLP is acting as legal advisor to the Special Committee.

Documentation regarding the Voluntary Tender Offer made by RTI to acquire SITRONICS’ shares is, or will soon be, available in Russian at: https://www.rtisystems.ru/oaorti/disclouserti/, in Russian and in English at:https://www.sitronics.com/investors/ and https://www.sitronics.ru/investors/.