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Reorganization

EGM. Extraordinary General Shareholder’s Meeting of Pharmstandard OJSC (the “Company”) to approve reorganization of the Company by spin-off (“Spin-off”) will take place on September 27, 2013.

VOTING. The list of shareholders entitled to vote was formed as of July 5, 2013.

The last date for submitting votes is September 25, 2013.

The last date for Holders of GDRs to instruct Depositary to submit voting rights is September 23, 2013.

“FOR”. If Spin-off approved, Shareholders who vote FOR shall receive ordinary registered shares of the Newly Created Company (“NewCo”).

“AGAINST”. If Spin-off approved, Shareholders who vote AGAINST will have the option to sell their shares in the Company to the Company (“Buyout”) and shall receive ordinary registered shares in the NewCo, less ordinary Company shares which the Company will buy out.

“ABSTAIN”. If Spin-off approved, Shareholders who vote ABSTAIN will NOT have the opportunity to participate in the Buyout, but will have an opportunity to obtain shares of the NewCo once it’s registered in proportion to shares owned in Pharmstandard OJSC.

“No vote”. If Spin-off approved, Shareholders who fail to vote will have the option to participate in the Buyout and shall receive ordinary registered shares in the NewCo, less ordinary Company shares which the Company will buyout.

BUYOUT. The list of shareholders entitled to demand Buyout was formed as of July 5, 2013.

Shareholders who voted negatively or did not vote regarding reorganization of the Company shall be entitled to demand Buyout of all or some of their ordinary registered shares in the Company in the procedure stipulated by the laws of the Russian Federation.

The price was determined at the Board of Directors at RUR 2,180 per ordinary share.

In accordance with Russian Law, Company's obligation to buy shares from shareholders and holders of GDRs via Depositary is limited to the value of 10% of the Net Assets of the Company as at the date of the reorganization (such value is currently expected to be approximately RUR 3 billion). Requests to purchase the Company's shares will be pro-rated in the event that the value of all purchase requests exceeds the 10% figure.

45 days. The Shareholders shall demand buyout of their ordinary registered shares in the Company at least 45 days as of the date of EGM Resolution adoption, i.e. November 11, 2013.

30 days. Within 30 days after the end of the period of 45 days after the EGM Resolution adoption, the Company shall buy out ordinary registered shares in the Company from the Shareholders demanding such buyout, i.e. December 10, 2013.

HOLDERS OF GDRs: GDR PROGRAM.

If the spin-off is approved and once NewCo has been formed, NewCo is expected to consider establishing a separate GDR program in which new GDRs would be issued representing the shares of NewCo distributed to Depositary on behalf of the Company's existing GDR holders.

If decided on, the GDR program will be set by the time of the registration of the NewCo; GDRs will be unlisted.

DISTRIBUTION OF SHARES OF NEWCO.

Ordinary registered shares in the NewCo shall be distributed among all Company Shareholders based on the data of personal accounts of the register holder or data of depo accounts in the depositary as of the state registration date of the NewCo.

Each Company Shareholder who voted for the reorganization shall receive ordinary registered shares in the NewCo granting the rights identical to those granted by ordinary registered shares such person holds in the Company, in the number pro rata to the number of Company ordinary shares held by such Shareholder.

Each Company Shareholder who did not vote or voted negatively the reorganization shall receive ordinary registered shares in the NewCo granting the rights identical to those granted by ordinary registered shares such person holds in the Company, in the number pro rata to the number of Company ordinary shares held by such Shareholder, less ordinary Company shares which the Company is demanded to buy out and which would be bought out pursuant to the Law of Joint-Stock Companies.

NewCo plans to list its shares on MICEX/RTS.

ADDITIONAL INFORMATION
For redemption requests and any other additional information, pls, contact our Head of IR, Irina Bakhturina, by email IR@pharmstd.ru or by phone +7 (495) 970-0035

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