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ANNOUNCEMENT of the Convention of the Extraordinary General

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ANNOUNCEMENT of the Convention of the Extraordinary General ANNOUNCEMENT of the convention of the Extraordinary General Meeting of JSC Aeroflot shareholders Joint Stock Company “Aeroflot – Russian Airlines” (JSC Aeroflot, Company), domicile at Arbat St., 10, 119002 Moscow, Russian Federation, announces hereby the convention of its Extraordinary General Meeting of shareholders. Form of the conduct of the Extraordinary General Meeting of shareholders is absentee vote. Deadline date for ballots acceptance is the 21st of January, 2014. Date of finalizing the List of Persons entitled to attend the Extraordinary General Meeting is the 5th of December, 2013. Shareholders should mail completed and signed ballots to the following mailing address: Arbat St., 10, Moscow, 119002, Russian Federation, Corporate Property Management Department of JSC “Aeroflot”. In determining the quorum and summing up vote returns only the ballots received by the Company before or on the 21st of January, 2014 shall be taken into account. Agenda of the Extraordinary General Meeting of shareholders: 1. On transaction (a package of interrelated transactions) of acquisition on financial lease terms of six new Boeing 777-300ER aircraft equipped with General Electric Company engines. 2. Approval of the interested party transaction (a package of interested party interrelated transaction) with OJSC “Rossiya Airlines” on joint operation of “code-share / block of seats” flights under the terms of commercial management of the seats inventory of all scheduled flights of OJSC “Rossiya Airlines” by JSC Aeroflot. Shareholders – owners of voting shares, who have voted against the resolution for approval of the transaction (package of interrelated transactions) for acquisition on financial lease terms of six new Boeing 777-300ER aircraft equipped with General Electric Company engines, or who have not participated in the vote on the above issues, under Item 1, Article 75 of Federal Law “On Joint Stock Companies” are entitled to apply for the redemption of all or portion of the shares in their possession. The price of one ordinary registered uncertified share being redeemed by the Company is 54 Rubles 70 Kopeks per one ordinary registered uncertified share of JSC Aeroflot. The redemption price of shares has been determined by the Board of Directors under advice of an independent assessor. Shareholders’ applications for redemption of shares are required to be submitted to the Company no later than within 45 days from the date of the Meeting to the address: Arbat St., 10, Moscow, 119002, Russian Federation, Corporate Property Management Department of JSC “Aeroflot” with the mark “REDEMPTION”. The application must contain the following data: first, intermediate and paternal names (full corporate name) of the shareholder; place of residence (domicile); number, category (type) and the State registration number of the issue (additional issue) of shares the shareholder wants to be redeemed; shareholder’s passport data if natural person; shareholder’s main state registration number [Rus. OGRN / ОГРН] if a legal entity and if the shareholder is a resident, or information of the authority that registered a foreign entity, registration number, date and place of the registration of the shareholder if the shareholder is not a resident; bank account information for remittance of the redemption amount due. The application must be signed by the shareholder; in case of a legal entity it must be under official seal of the entity. Shareholder’s (if a natural person) as well as his/her representative’s signature on the shareholder’s request for redemption of shares in his/her possession, as well as for cancellation of such application must be notarized or witnessed by the holder of the Company Shareholder Register. If the securities of the shareholder due for redemption are kept on a custodial (depot) account in a depository a statement of the account must be enclosed with the request for redemption. If the request for redemption is signed by the shareholder’s authorized representative by proxy a duly processed proxy must be enclosed with the request. Applications received by the Company after the above set deadline or not complying with the above provided criteria shall not be accepted for consideration. Until the time of redemption of the number of shares specified by the shareholder in the application for redemption the shareholder shall have no right to make any deals with third parties to dispose of or encumber those shares that is recorded by the holder of the Shareholders Register of the Company in the Register. Shareholders are entitled to cancel There are the front and the reverse sides. Page 1 of 3 the application for redemption of shares in the same order as established for the application submission and within time limits established for submission thereof. Upon the end of the 45 day period provided for submission by shareholders to the Company of the applications for shares redemption the Company will perform the redemption within 30 days thereafter. Payment for shares due for redemption shall be made from the Company own funds by bank remittance of the due amount to the shareholder’s bank account specified in the application. Should the total number of shares due for redemption under the request of shareholders exceeds the number of shares that the Company under Article 76 of the Federal Law “On Joint Stock Companies” can redeem, the shares shall be redeemed from shareholders in corresponding proportion to the requested quantities. The list of shareholder entitled to apply for the redemption of shares in their possession is prepared on the basis of the data of the Company Shareholder Register as of the date the list of persons entitled to participate in the General Meeting of shareholders is finalized. The information (materials) to be made available to shareholders in the course of preparation to the Extraordinary General Meeting may be reviewed starting from the 20th of December, 2013 till the 21st of January, 2014 from 10:00 a.m. till 6:00 p.m on working days (on Fridays till 3:00 p.m.) at the following locations: 1) Corporate Property Management Department of JSC “Aeroflot”, Arbat St., 10, 119002 Moscow; 2) Office 107 (JSC “Aeroflot” Flight Crew Training Department), building 6, Airport Sheremetievo-1, Khimky, 141426 Moscow Oblast (Region); 3) Operations room of CJSC “Computershare Registrator”, Business Center “Kutuzoff Tower”, Ivana Franko St., 8, 121108, Moscow Contact phone numbers: (495) 578-3680, 258-0684. Board of Directors of JSC Aeroflot There are the front and the reverse sides. Page 2 of 3 ______________________________________________________________________________________ Information for Shareholders With any questions regarding the procedure of JSC Aeroflot’s shares redemption under shareholders’ initiative, please, contact the specialized Registrar of JSC Aeroflot – ZAO “Computershare Registrator”as follows: 8, Ivana Franco St., 121108, Moscow; Office 107 (JSC “Aeroflot” Flight Crew Training Department), building 6, Airport Sheremetievo-1, Khimky, 141426 Moscow Oblast (Region); or by phone: (495) 926-81-73, (495) 926-81-61. Sample shareholders application form for redemption of JSC Aeroflot’s shares and guidelines for filling in (preparing) the request are provided on the relevant page of ZAO “Computershare Registrator” at the site www.computershare-reg.ru. There are the front and the reverse sides. Page 3 of 3 .
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