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Business Overview Our Strategy Business Overview JSFC Sistema is Russia’s largest publically listed investment company. Incorporated in 1993, Sistema (the “Group”) is now Russia’s top ten largest company by revenues and is one of the largest investment companies in the world. The Group owns a diverse set of public and private companies which it holds in two distinct portfolios. The Core Assets portfolio manages investments in mature businesses such as Bashneft, one of the largest oil companies in Russia; MTS, Russia’s and CIS’ number one telecoms provider, and Bashkirenergo, a leading power generating company. The Developing Assets portfolio manages the Group’s interests in smaller, growing businesses such as: Detski Mir ‐ Russia’s largest toy retailers; MBRD ‐ a retail bank; Medsi – number one private healthcare company; RTI – defense contracting business; Intourist – travel operator; Russneft – Russia’s top ten oil company; SMM – a media holding; SSTL – Indian telecoms provider; Sitronics – a high tech company, Binnopharm – a pharmaceutical company and NIS –the federal operator of the GLONASS system. Our Strategy Sistema is focused on achieving the long‐term growth of shareholder value by deriving high returns on capital through diversified investments. The Group’s portfolio is composed of predominantly Russian businesses, both core companies which generate stable cash flows and developing companies which offer great growth potential. Strategy The Group’s goal of consistently delivering superior shareholder value is driven by a dual strategy of enhancing the return on invested capital from the existing portfolio and recycling the majority of the spare cash proceeds into new investments to diversify and grow its asset base. Core Investment Principles 1. Creation of additional value - Achievement of strong and transparent financial results, - Diversification of risks and active capital financing and allocation 2. Strict financial discipline - Dominance of TSR in decision making; - A clear and intelligent system of KPIs for the Corporate Center and portfolio companies. 3. Efficient and compliance‐driven corporate governance structure 4. Macro‐economic driven investment strategy andrisk‐assessed asset allocation Rigorous IR and corporate governance practices The principles of asset portfolio management As well as helping businesses achieve their growth potential, Sistema’s key objective is to become a leading investor in terms of high returns and smart capital allocation. When making new investments, the Group follows several key principles: - 80% of NAV is represented by core assets, which generate stable dividend flow, and 20% is contributed by developing businesses - Seek material new investment projects with enterprise values (shareholders’ equity and debt) of at least US$ 300 million - Target businesses which will generate a return on investment above the cost of capital, within the investment horizon of 5‐7 years (IRR>WACC); - Aim towards medium term profitability and independent servicing of financial obligations. All businesses, including current projects and new investments, should start making profit in the medium term and independently service their financial obligations; - Review potential partnerships with financial, strategic and state‐run investors. Strategy implementation in 2010 In 2010, Sistema continued its transition from the operating holding to the investment fund model. Several large scale M&A deals were completed in the reporting period, marking this the most active spell in Sistema’s investment history. The Group completed the reorganization of its telecom assets through the sale of Comstar and Skylink and other transactions between Svyazinvest and Comstar. It decided to exit the real estate business and agreed to a partial disposal of Intourist assets to Thomas Cook. Sistema continued to attract new partners, such as the Russian Government for SSTL and Sberbank at Detsky Mir, whilst also finding unique new investment opportunities such as the acquisition of a 49% stake in Russneft, one of Russia’s top ten oil producers. The Group also adopted changes to the incentive system for the employees of Sistema and its subsidiaries, and revised processes and procedures for investment decision‐making. The final step towards the new investment model was made in 2011 when the Board of Directors approved the reorganization of the Group into two new business units based on the maturity of the underlying assets. These and other portfolio actions reflect management’s drive to effectively execute Sistema’s development strategy and grow shareholder value. Financial Highlights of 2010 (US$millions, except per share amounts) Year on Year Change 2010 2009 Revenues 28 098.5 18 749.8 49.9% OIBDA 7 308.6 6 727.3 8.64% Net income attributable to Sistema 918.7 1 643.4 (44.1%) Key Events in 2010 In December 2010, MTS purchased Sistema’s 100% stake in Sistema Telecom for RUB 11.59 billion (US$ 379 million1). In addition, MTS assumed debt totaling RUB 1.8 billion (US$ 59 million), which included the settlement of RUB 1.35 billion (US$ 44.04 million) in financial obligations between MTS subsidiaries and Sistema Telecom. In December 2010, Sberbank completed the acquisition of a 25%+1 share stake in OJSC Detsky Mir‐Center through the purchase of an additional share issue in a private placement, for a total consideration of approximately RUB 3.4 billion (approximately US$ 111 million). In December 2010, Sistema JSFC completed the sale of its 27.6% stake in Sistema‐Hals to Blairwood Limited and Stoneflower Limited (each acquired 13.8% stake) for total cash consideration of US$ 70 million. In December 2010, Sistema signed aFramework Agreement with the Indian national oil and energy holding company ONCG Videsh. According to this Agreement, the parties agreed to consider opportunities for a potential transaction involving Sistema’s majority stake in JSC Bashneft and a 49% stake in RussNeft, and ONGC Videsh’s 100% stake in Imperial Energy Corp. along with any other oil and gas assets which these companies may acquire before definitive agreements are signed, plus possible cash investments. In November 2010, OJSC Intourist and Thomas Cook Group Plc have agreed to establish a joint venture for Intourist’s tour operating and retail businesses and the sale of a 50.1% stake in the newly formed entity to Thomas Cook for a total stock and cash consideration of US$ 45 million. In October 2010, the Government of the Russian Federation approved an equity investment in SSTL and subsequent to period end acquired a 17.14% stake in SSTL for US$ 600 million through a secondary share offer. In October 2010 Sistema JSFC completed the reorganization of telecommunication assets under the agreement between Comstar‐UTS, Sistema JSFC and Svyazinevst, including the transfer of shares in Skylink and MGTS. In April 2010 Sistema acquired a 49% stake in OJSC Oil and Gas Company RussNeft. 1 Based on the average exchange rate of 30.57 RUB/USD for the 60-day period from September 4, 2010 to November 4, 2010. In July 2010, Sistema acquired a 51% stake in OJSC M2M Telematics, the leader in the Russian market of transport monitoring, navigation and telematics based on GLONASS/GPS technologies. Sistema has a right to acquire the remaining 49% stake in the next 2‐5 years in accordance with the agreement between the companies. In December2010, Bashneft won the state auction for the Trebs & Titov fields. The licence was acquired for RUR 18,5 billion and received in February 2011. Chairman's Statement Dear Shareholders, 2010 was Sistema’s 18th year of operation as an active investor, and sixth year as a public company.Throughout this time we have focused on building enterprises which are national leaders in their respective industries, always with an eye toward creating exceptional shareholder returns.An investment in our equity at the IPO, has yielded shareholders an average annual return of 43% through the end of 2010. As an active investor, we have consistently prioritized best in class management techniques in our portfolio companies, as well as international standards of accounting, control and transparency. We are long‐term, fundamental value investors.Our standard investment target is a business which can deliver total return to investors which exceeds our cost of capital and our preference is to invest where we can secure a leading market position in a sector, so that we can build effective economies of scale and defensive positions to protect our future cash returns. The majority of our equity value was originally built on mobile telephony.We were the first to recognize the true potential of GSM in Moscow, and again the first to foresee the universal adoption of mobile telephony in the pan‐Russian market and beyond to the countries of the CIS.Through our MTS brand we have built the number one mobile telecom operator in the CIS, and along the way delivered exceptional return to investors.Sistema continues to explore numerous possible avenues for pushing shareholder return from our telecoms business above its current organic rate.We are optimistic that as MTS strengthens its brand, integrating fixed line and mobile, while pursuing their 3i smart pipe strategy and exploring potential globalization initiatives, we will succeed in delivering higher return. Nevertheless, markets do evolve, technology progresses, competition within sectors remains fluid, and industries mature. A particular strength Sistema has developed over its 18 years of operation is the ability to learn and adapt quickly to these dynamics. In our quest to maximize return, we have decided to recycle a portion of our telecom profits into other sectors, and have restructured our holding into a diversified financial investment company. We have made significant organizational and personnel changes in order to pursue this new strategy. But the basic investment principle remains the same:we believe that Russia provides ample investment opportunities, and that Sistema is uniquely positioned to source investments of large scale with superior return potential. A critical lesson that we learned from the first Russian financial crisis of 1998 was to remain liquid in order to exploit unusual buying opportunities.
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