The ''Document''

IMPORTANT: You must read the following before continuing. The following applies to the prospectus (the ‘‘document’’) following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the document. In accessing the document, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. The document has been prepared solely in connection with the proposed offering to certain institutional and professional investors of the securities described herein. THE FOLLOWING DOCUMENT MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THIS DOCUMENT MAY ONLY BE DISTRIBUTED TO PERSONS LOCATED OUTSIDE THE UNITED STATES OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (‘‘RULE 144A’’) TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A ‘‘QIB’’), OR (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Confirmation of your representation: In order to be eligible to view this document or make an investment decision with respect to the securities, you must be (1) a person that is outside the United States or (2) a QIB that is acquiring the securities for its own account or for the account of another QIB. By accepting the e-mail and accessing this document, you shall be deemed to have represented to us that you are outside the United States or that you are a QIB and that you consent to delivery of such document by electronic transmission. You are reminded that this document has been delivered to you on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorized to, deliver this document to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of JSC SITRONICS in such jurisdiction. Under no circumstances shall this document constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Recipients of this document who intend to subscribe for or purchase the securities are reminded that any subscription or purchase may only be made on the basis of the information contained in the document. The information contained in the document is directed solely at persons (1) outside the United Kingdom, (2) within the United Kingdom having professional experience in matters relating to investments or to persons of a kind described in Article 49(2) (a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons being referred to as ‘‘relevant persons’’) or (3) in member states of the European Economic Area who are ‘‘qualified investors’’ within the meaning of Article 2(1)(e) of the Prospectus Directive. Persons who are not relevant persons must not rely on or act upon the information contained in the document. This document has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the underwriters, as named in this document, nor any person who controls an underwriter nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version available to you on request from Credit Suisse Securities (Europe) Limited, Goldman Sachs International or Renaissance Securities (Cyprus) Limited. 17JAN200708302817 1,675,000,000 Ordinary Shares Offering of Ordinary Shares and Global Depositary Receipts Offer price: $0.24 per share and $12.00 per GDR We are JSC SITRONICS (‘‘Sitronics’’). We are offering 1,549,839,200 newly issued ordinary shares of Sitronics with a nominal value of one ruble per share, in the form of global depositary receipts (‘‘GDRs’’), with one GDR representing 50 shares. The Selling Shareholders, as named in ‘‘The Offering,’’ are offering 125,160,800 ordinary shares in the form of shares and GDRs. The GDRs are being offered in the United States to qualified institutional buyers (‘‘QIBs’’), as defined in, and in reliance on, Rule 144A under the US Securities Act of 1933 (‘‘Securities Act’’), and outside the United States and the Russian Federation in offshore transactions in reliance on Regulation S under the Securities Act (‘‘Regulation S’’). The shares are being offered in the Russian Federation, in the United States to QIBs in reliance on Rule 144A and outside the United States in offshore transactions in reliance on Regulation S. We have granted to the underwriters, as named in ‘‘Subscription and Sale’’ (collectively, the ‘‘Underwriters’’), an option (the ‘‘Over-allotment Option’’), exercisable within 30 days after the announcement of the offer price, to purchase up to an additional 125,000,000 ordinary shares in the form of GDRs at the offer price, solely to cover over-allotments in the offering. Our existing ordinary shares have been admitted to list ‘‘V’’ on the Moscow Stock Exchange and on the Russian Trading System Stock Exchange (‘‘RTS’’) but are not traded. Prior to the offering described herein, there has been no market for the GDRs. This document upon approval by the UK Financial Services Authority (‘‘FSA’’) will comprise a prospectus relating to Sitronics prepared in accordance with the Prospectus Rules of the FSA made under section 73A of the Financial Services and Markets Act 2000 (‘‘FSMA’’). Application has been made (1) to the FSA, in its capacity as competent authority under the FSMA for a listing of 48,360,435 GDRs, consisting of up to 30,996,784 GDRs to be issued on or about February 12, 2007 (‘‘Closing Date’’), and up to an additional 17,363,651 GDRs to be issued from time to time against the deposit of shares (to the extent permitted by law) with Deutsche Bank Trust Company Americas, as depositary (‘‘Depositary’’) to be admitted to the official list of the FSA (‘‘Official List’’) and (2) to the London Stock Exchange plc (‘‘London Stock Exchange’’) for such GDRs to be admitted to trading on the London Stock Exchange’s regulated market for listed securities. Conditional trading in the GDRs on the London Stock Exchange is expected to commence on a when and if issued basis on or about February 7, 2007. Admission to the Official List and to trading on the regulated market is expected to take place on or about February 13, 2007. All dealings in the GDRs prior to the commencement of unconditional dealings will be of no effect if admission does not take place and will be at the sole risk of the parties concerned. Application has also been made to have the Rule 144A GDRs designated eligible for The PORTAL Market of the Nasdaq Stock Market, Inc (‘‘PORTAL’’). Trading in the GDRs on the London Stock Exchange and PORTAL is expected to commence on or about February 13, 2007. Trading in the GDRs on the London Stock Exchange will be subject to cancellation until the placement report for the newly issued shares being offered by us is registered by the Russian Federal Service for the Financial Markets. We have undertaken that if the placement report is not registered within 60 days after the Closing Date (or such later date as we agree with the Underwriters), we will deliver to the Depositary the proceeds of the GDRs sold by us and the Underwriters have agreed to deliver to the Depositary the underwriting commissions related to the GDRs sold by us. The Depositary will then distribute the funds thus received by it to the then holders of the GDRs pro rata or on such other basis as it deems practicable, subject to the terms of the Deposit Agreements relating to GDRs. The amount per GDR ultimately returned to such holders of GDRs will be less than the initial public offering price per GDR, and may be subject to withholding taxes and delays.

Load more