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SISTEMA Fixed Income Markets January 2004. 2 Investment Highlights Largest non-natural resource based conglomerate in Russia Diversified portfolio of.

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Presentation on theme: "SISTEMA Fixed Income Markets January 2004. 2 Investment Highlights Largest non-natural resource based conglomerate in Russia Diversified portfolio of."— Presentation transcript:

1 SISTEMA Fixed Income Markets January 2004

2 2 Investment Highlights Largest non-natural resource based conglomerate in Russia Diversified portfolio of assets with high degree of control over its subsidiaries –Involvement in 13 business sectors –Asset value of $5.5bn as of 1H2003 Strong growth history and perspectives –Asset growth of 306% from1999 to 1H2003 –Strong growth potential in other core businesses Strategic partnerships with leading international players –e.g. Deutsche Telekom (MTS), Allianz AG (ROSNO), Volvo, Accor History of successful management of major projects in Russia –First hand knowledge of the business environment –Excellent track record of the management team Industry leadership –Sistema’s subsidiaries in each core business are industry leaders in their sectors Geographic leadership - Moscow market Sistema is a leading Russian holding company with high growth potential

3 3 History and Ownership 19931994199519961997 1998199920002001 2002 Sistema founded Won privatisation tender for MGTS Invested in MTS Acquired control of MTS and MGTS MTS IPO Acquisition of assets in insurance, retail and technology sectors Consistent development of asset base and transparent ownership structure 2003 Debut $350m Eurobond; purchase of controlling stake in MTS Vladimir Evtushenkov Management and directors 78.1%21.9% TelecomsTechnologyInsurance Real Estate Other businesses Sistema JSFC

4 4 Board of Management Key Shareholders and Managers Company Management Vladimir P. Evtushenkov Majority Shareholder (78%) Chairman of the Board Founder of Sistema Evgeny G. Novitsky Director President of Sistema since 1995 Alexander Y. Goncharuk Director General Director of OAO CSC Arkady I. Volsky Independent Director President of the Russian Union of Industrialists and Entrepreneurs Stanislav V. Emelyanov Independent Director Academician, Head of International Scientific Research Institute of Automatic Control Levan S. Vasadze First Vice President Strategy and Development Alexey N. Buyanov First Vice President, CFO Finance and Investment Shareholder Meeting Chairman of the Board of Directors Board of Directors President Internal Audit Department Corporate Strategy Committee Finance & Investment Committee Finance & Investment Strategy & Development PR and Corporate Communication Property and Legal

5 5 Corporate Governance Strong commitment to establish checks and balances within the Company: –Board of Directors Corporate Governance Committee created in late 2003 –Finance and Investment Committee empowered to vet all major investment decisions –International Consulting Council set up in May 2003 as advisory body for key strategic matters –2 out of 13 BoD members are independent High transparency and disclosure standards –Among first Russian companies to disclose beneficial owners in 2002 –High quality of corporate governance in publicly traded subsidiaries  MTS: S&P Corporate Governance Score of 7.4, highest among Russian companies –In 2003, Sistema created Investor Relations Department  Single point of contact for investors, analysts and media –In 2003, Sistema initiated semi-annual public disclosure of US GAAP financial reports Sistema’s role as an investor in its subsidiaries as a guarantee of the profound understanding of transparency requirements Sistema adheres to the highest standards of corporate governance

6 6 Portfolio Composition (as of June 30, 2003) Four business sectors make up the core of Sistema’s investment portfolio Sistema Asset Value BreakdownSistema Sales Breakdown Total: US$ 5.5 bnTotal: US$ 1.6 bn

7 7 MTS: Relationship with Sistema Change of MTS status as a result of Sistema stake increase to controlling 50.6% Management of MTS –Ability to exercise efficient control over the company Relationship and co-operation with Deutsche Telekom going forward –DT is present on the board with 3 Directors out of 7 total –DT is ready to lend its strategic support and industry know-how Development strategy –Sistema has been instrumental in developing MTS’ strategy from the initial stage, and is fully capable of ensuring its implementation going forward. –According to the Shareholders’ Agreement with DT, key strategic decisions will be agreed with the German partner Change in dividend policy ‒ As ADR covenants expired in 2003, MTS adopted a dividend policy whereby at least 25% of RAS net income of OAO MTS would be distributed to the shareholders “Brightest jewel in Sistema’s crown…”

8 8 Strategic Goals Focused business development strategy Building a balanced portfolio of operating companies Growing size and value of technology, insurance, real estate and retail businesses Portfolio Diversification Return-based Strategy Investing into companies with leading competitive positions Establishing sales and earnings targets for operating companies Disposing of underperforming assets Management capability Attracting, developing and motivating professionals and building an effective management structure Strategic Partnerships Successful development of strategic partnerships Acquiring know-how, management skills and market knowledge

9 9 Telecommunications MTS is the largest mobile operator in Central and Eastern Europe with over 16.7mn subscribers in at the end of 2003 Sistema’s telecom division is the leading telecom provider in the traditional and alternative fixed-line segments in Moscow with over 4.7mn active lines in service and a market share of over 60% in 2003 Sistema is Moscow’s leading dial-up and broadband Internet services provider with a market share of 40% in 2003 The largest diversified telecom portfolio in Russia Wireless P-Com Fixed-line MGTS MTU- Inform Comstar Telmos Internet & data services MTU-Intel Golden Line Alternative operators Incumbent MCC 50.6% 60% 11% 56%* 72% 73% 59% 84% Sistema MTS * voting interest

10 10 Microelectronics Telecom Equipment and Software Industrial & Consumer Electronics Sitronics 99% Technology Russia’s leading semiconductor manufacturer in Zelenograd with more than 40-year history High-quality manufacturing process is ISO-9001 certified Significant share of export revenues Extensive R&D capabilities, 500 scientists employed Considerable market potential: Sitronics, Russia’s consumer electronics umbrella brand, operates in $5bn market (2002) Recently established presence in the telecom equipment market in Russia ($3.4bn in 2002) via Czech manufacturer Strom Telecom Leading diversified technology business in Russia Technology Division 100% Scientific Center 56% Mikron 28% Corona Elion 70% Elaks 64% VZPP- Mikron 51% 52% Kvant 28% 70% Strom- Telecom 80% Angstrem 8% Angstrem-M 8% R&D NIITM ICM

11 11 Insurance One of the leading insurance companies in a high-growth Russian insurance market of $9.6bn (in 2002) Strategic partnership with Allianz AG (45.27% of ROSNO) bringing industry expertise and improving efficiency Nationwide coverage: 78 branches located throughout the Russian Federation Diversified portfolio (over 160) of tailor- made insurance products Prudent insurance policies based on international standards Top 3 Russian insurer leveraging on combination of local experience and international know how 47% (51% voting) Insurance Division ROSNO

12 12 Real Estate Highly prominent segment with high cash generation capacity Sistema Hals is one of the leading real estate developers in Moscow with numerous international awards Real estate was one of our initial businesses - we started it early in ‘90s Specializes in developing premium offices, luxury apartments, retail space and cottages We have an excellent track record in developing premium offices for foreign corporates, having completed projects for Daimler-Chrysler, Dresdner Bank, BNP, Samsung Electronics, and others Very attractive portfolio of projects in Moscow’s booming real estate market 98% LandchaftSistema Hals 98% Real Estate Division Hals-ManagementSistema-Temp 86%99%

13 13 Other Businesses: Ownership Structure Other Businesses Retail Detsky Mir Detsky Mir Center Travel services Mass media Pharmaceu- ticals International operations VAO Intourist Sistema Mass Media Medical Technology Holding Company ECU-Gest 71% 100% 91% 100%74%99% Banking and Finance MBRD East-West United Bank 30% 56%

14 14 Financial Performance Selected Items from US GAAP Consolidated Financial Statements Significant change of financial results in 1H2003 due to MTS consolidation (1)Total Debt excludes notes payable and includes capital leases

15 15 Cash Flow Sources As an operating holding company, Sistema has three major cash flow sources: Dividend Cash Flows –Starting in 2002 MTS has changed its policy of dividend distribution with payout levels established in a shareholder agreement between Sistema and Deutsche Telekom, which should provide holding company with sound cash upstream –In future, as our businesses mature, we expect dividends to become a significant recurring cash flow source for the holding company Income from Real Estate –Real Estate segment is different from our other business lines as it is capable to generate significant cashflows for the holding company in the short to mid term while other businesses (except for MTS) are at earlier stages of development Capital Gains Potential –We are quite flexible in respect of non-core asset disposals and are taking a tactical approach to managing our interests in these businesses In addition to three major sources, Sistema receives consulting/management fees which are generally balanced against holding company’s administration costs

16 16 Financial Strategy Sound approach to financing: –Core businesses financing through a combination of Sistema’s equity, own debt and involvement of strategic partners –Non-Core Businesses financing mostly through internal cash flow generation and partnering initiatives Commitment to optimize the quality and maturity profile of the debt portfolio Diversification of debt instruments: –Domestic ruble market (holding and subsidiary level financing) –International debt capital markets  Sistema US$350mn Reg S Eurobond issue outstanding  Sistema US$350mn Rule 144A/ Reg S Eurobond priced  Established MTS Eurobond curve (Global and 144A/Reg S issues) ‒ Project financing  Equity financing (potential application of MTS model to other subsidiaries)

17 17 Sistema Ruble Bonds LAUNCHED:November 5, 2002 ISSUER:Sistema Finance OJSC GUARANTOR:Sistema JSFC ISSUE TYPE:Fixed Rate ISSUE SIZE:RUB 1,200,000 TENOR:2 years COUPON:Step-down: 17.75% Y1, 15% Y2 STATUS:Senior, Unsecured LEAD MANAGER:Raiffeisenbank Austria ZAO

18 18 Sistema CLN LAUNCHED:January 28, 2003 ISSUER:CRR B.V. GUARANTOR:Sistema JSFC ISSUE TYPE:Fixed Rate ISSUE SIZE:US$ 100 mn TENOR:1 year COUPON:10.75% LEAD MANAGERS:Trust, ING

19 19 Sistema Eurobond LAUNCHED:April 14, 2003 ISSUER:Sistema Finance S.A. GUARANTOR:Sistema JSFC ISSUE TYPE:Fixed Rate ISSUE SIZE:US$ 350 mn TENOR:5 years COUPON:10.25% STATUS:Senior, Secured (10% of MTS) LEAD MANAGER:ING, Deutsche Bank Sistema is rated B1 by Moody’s, B- by S&P and B by Fitch

20 Contact us: Andre Bliznyuk Head of Investor Relations Telephone: +7 095 730 1543 Fax: +7 095 232 3391 Email: bliznyuk@sistema.rubliznyuk@sistema.ru http://www.sistema.ru/


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