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OAO JSFC OAO Shareholders “22” May 2009 Minutes “__” _____ 2009 of Meeting No

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OAO JSFC OAO Shareholders “22” May 2009 Minutes “__” _____ 2009 of Meeting No Preliminarily approved by Approved by the Annual the Board of Directors of General Meeting of Sistema Sistema JSFC OAO JSFC OAO Shareholders “22” May 2009 Minutes “__” _____ 2009 of Meeting No. 04-09 Minutes of Meeting No. __ SISTEMA Joint-Stock Financial Corporation Public Joint-Stock Company [OAO] ANNUAL REPORT for 2008 Completed in accordance with requirements of the “Regulation for disclosure of information by issuers of issuable securities” (Order of the Federal Service for Financial Markets of 10 October 2006 N 06-117/pz-n). The financial information presented in this Annual Report is based on data of the accounting statements compiled in accordance with Russian legislation and also contains elements from the consolidated financial statements compiled in accordance with international standards. All data presented in this Report are fixed as of 31 December 2008. Moscow, 2009 1 TABLE OF CONTENTS 1. Company’s positioning in the sector 4 1.1 Profile of Sistema JSFC OAO operations 4 1.2 Sistema JSFC OAO assets 4 2. Priority directions of the activity 7 2.1 Sistema JSFC OAO strategy 7 2.2 Determining the strategy and principles for asset portfolio management 7 3. Report of the Company’s Board of Directors on results of the 8 Company’s development 8 3.1 Key events of 2008 11 3.2 Financial results of activities according to the RBAS 13 3.3 Financial results of activities under the US GAAP 16 3.4 Sistema JSFC OAO credit ratings 16 3.5 Dividend policy, report on payment of declared (paid) dividends on Sistema JSFC OAO shares 4. Prospects and strategy of development 17 4.1 Results of activities and development strategy of operating companies 17 5. Description of main risk factors 46 5.1 Financial risks 46 5.2 Sectoral risks 47 5.3 Country risks 52 5.4 Administrative risks 53 6. Corporate governance system 54 6.1 General Meeting of Shareholders 55 6.2 Board of Directors 55 6.3 President 57 6.4 Management Board 58 6.5 Development of the corporate governance in 2008 58 7. Criteria determining remuneration of the members of the 60 Company’s Board of Directors and its top management 8. Appendices 61 8.1 Brief professional background of members of the Board of Directors and their 61 stakes in the Sistema JSFC OAO capital 8.2 Information about transactions made by members of the Sistema JSFC OAO 66 Board of Directors with shares of the Company for the period from 1 January to 31 December 2008 8.3 Brief professional background of the Sistema JSFC OAO President and members 68 2 of the Board of Management 8.4 Information about quantity of Sistema JSFC OAO shares owned by the President 73 and members of the Management Board 8.5 List of transactions, which were made by the Company in the accounting year 74 and which in accordance with the Federal Law “On Joint-Stock Companies” are recognized as major transactions, and other transactions, which in accordance with the Company’s Articles of Association are covered by the procedure for approval of major transactions 8.6 List of transactions, which were made by the Company in the accounting year of 74 2008 and which in accordance with the Federal Law “On Joint-Stock Companies” are recognized as related parties’ transactions 8.7 Information about Sistema JSFC compliance with requirements of the Code of 79 Corporate Conduct 3 1. COMPANY’S POSITIONING IN THE SECTOR 1.1 Profile of Sistema JSFC OAO operations SISTEMA Joint-Stock Financial Corporation Public Joint-Stock Company [OAO] is the largest public diversified corporation in Russia and CIS whose assets are concentrated in the fastest growing and promising sectors of the service industries. Sistema JSFC OAO was founded in 1993 and is the only public holding in Russia controlling large public assets in different businesses. As a result of the IPO, which took place in February 2005, 19% of Sistema JSFC OAO shares in a form of Global Depositary Receipts (GDR) were admitted to auction in the official quotation list of the London Stock Exchange under the symbol of SSA. Ordinary shares of Sistema JSFC OAO are also included to the quotation list “B” of the RTS exchange under the symbol of AFKS and to the quotation list “B” of the Moscow Stock Exchange under the symbol of SIST. The asset portfolio counts ten strategic business directions: telecommunications, real estate, hi- tech, finances, retail, mass media, tourism, radio engineering, medicine and pharmaceutics. On the whole, the companies controlled by Sistema JSFC OAO serve more than 100 million consumers in Russia, CIS and Eastern and Western Europe. The Sistema JSFC OAO efforts are concentrated on development of high technologies not only for the maximum increase of shareholders’ long-term profits but also with the purpose to develop the economy of Russia and those markets where we work. At present the basis of the Sistema JSFC OAO competitive stability is composed by: Effective financial policy; Wide diversification; Highly professional team of managers. 1.2 Sistema JSFC OAO assets Sistema JSFC OAO Telecom assets Consumer assets Technology and Financial investments industry MTS – 54% Sistema Hals – 80% SkyLink – 50% ComStar – 53% MBRD – 87% Sitronix – 71% MTT – 50% Shyam – 74% Detskiy Mir – 96% RTI – 100% SvyazInvest – 25%+1 SMM – 100% Intourist - 66% BinnoPharm – 100% BashTEK > 25% Medsi – 100% 4 Description of assets MTS The largest cellular communication operator in Russia and CIS countries with the subscriber base of more than 95 million subscribers The MTS brand became the first and only Russian brand, which entered the number of one hundred leading world brands according to the BRANDZ™ rating published by the Financial Times and leading international survey agency Millward Brown ComStar Leading supplier of complex telecommunication solutions in Russia ComStar UTS Group of Companies includes MGTS OAO, which is the leader of the Moscow market of fixed communication services, and ComStar Direct Company, which is the largest supplier of broadband Internet access services ComStar UTS and Stream TV work in 6 federal districts of the Russian Federation (with the exception of the Far East) servicing nearly 4 million telephone subscribers – individuals, more than 1 million apartment subscribers of broadband access and nearly 2.1 million subscribers of pay TV Shyam Disposes of radio frequencies in 22 licensed districts, which cover all 28 administrative states and 7 union territories of India Shyam has 280 thousand subscribers of fixed communication in Rajasthan and expands its network and range of provided services In September 2008 Shyam has launched a mobile communication network of CDMA 800 MHz standard under the Rainbow brand in the state of Rajasthan SMM A vertically integrated holding, which develops a media business within Sistema JSFC. At present the priority direction for the company is development of pay TV Sistema Hals The largest diversified company, which works in the real estate market of Russia and CIS Since the beginning of its activities in 1994 Sistema Hals has successfully completed more than 30 projects with the total area of approximately 300 000 sq. m. Among them the headquarters of DaimlerChrysler, Hals Tower office building, Pipe Metallurgical Company’s headquarters, MaMaison network hotel MBRD As of the end of 2008 the Bank had 17 regional centres opened. MBRD also owns DalComBank (Khabarovsk) and East-West United Bank (Luxemburg) According to RBC Rating Agency, MBRD entered TOP-10 largest mortgage banks of Russia in 2007 with respect to granted mortgage credits Detskiy Mir Holds the leading position in the Russian market of goods for children in Russia. Detskiy Mir is one of the oldest and most recognizable retails brand, which has won the consumers’ confidence and has been known for more than 50 years As of the end of 2008 the retail network has increased up to 130 shops. The total trading area of the network came to 223.2 thousand sq. metres Intourist The largest travel agency of Russia. Intourist was established in 1929 and at present is the leading operator in the rapidly growing market of travel services For the third time in a row Intourist is at the head of the annual sectoral rating of the Largest Travel Agencies of Russia compiled by TourInfo Information Agency. According to the rating, the total number of customers serviced by Intourist Group of Companies in 2008 compared with indices of 2007 has grown on 30.5% and exceeded 1.1 million people Medsi Includes more than 30 clinics in Moscow and regions, and also a medical emergency service. In addition to that, Medsi Group of Companies ZAO [Private Joint-Stock 5 Company] unites the following companies: American Hospital Group OOO [Limited Liability Company] (American Medical Centres brand) — a family clinic for VIP and foreigners, a Medsi ZAO clinic for adults, a Medsi II OAO children’s clinic, Family Medicine Corporation ZAO and also a network of Medsi Fitness fitness and wellness clubs In the third quarter of 2008 the total number of patients was 105500 people Sitronics One of the leading suppliers of solutions in the field of telecommunications, information technologies and microelectronics in Russia and CIS countries with the growing presence in the Central and Eastern Europe, in the Middle East and Africa It serves more than 3,500 customers. The total number of employees is more than 10,000 persons where more than 4,500 are engaged in R&D Sitronix entered the rating of Deloitte Technology Fast 500 EMEA (500 fastest growing companies in the high-tech sector in 2008) RTI A large Russian defence company, which implements projects in the high-tech area unique on their complexity It is included in the TOP 20 enterprises of the Russian Defence-Industrial Complex according to the rating of enterprises of the Defence-Industrial Complex compiled by the Centre for Analysis of Strategies and Technologies (AST Centre) It operates in the market of B2G and B2B projects.
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