OREANDA-NEWS. December 29, 2012. OJSC Mostotrest (hereinafter “Mostotrest” or the “Company”, and together with its consolidated subsidiaries, the “Group”, MICEX-RTS stock ticker: MSTT) held an extraordinary general shareholders' meeting (hereinafter the “Meeting”). At the Meeting, 65.4% of disinterested shareholders (representing 40.1% of total shareholder votes) expressed their support for the strategic initiative of the Company's management and voted in favor of the acquisition of a 50% stake in the North-West Concession Company (hereinafter – “NWCC”) by Mostotrest.

Acquisition of NWCC is fully in line with Mostotrest’s strategy as it enables the Company to create a first class platform for further growth in the promising and highly profitable road concession segment, which has substantial growth potential in Russia. Moreover, NWCC is a very attractive asset for Mostotrest due to the opportunity to partner with VINCI, a leading global infrastructure construction and concession management group, its strategic location and the advanced stage of implementation of the project on construction of Moscow – St. Petersburg high-speed motorway.

Taking into account the related party aspect of the transaction, the Company’s management decided to structure the process in the most transparent way, and in accordance with the best-in-class corporate governance practices. Acknowledging strategic merits of the acquisition and transparency of the execution process, Institutional Shareholder Services Inc. (ISS), a leading independent corporate governance advisor, recommended disinterested shareholders to vote in favor of the acquisition of a 50% stake in NWCC.

Mostotrest CEO Vladimir Vlasov commented on the results of the voting: ”Today's voting is an important step in the development of Mostotrest. Acquisition of a stake in NWCC represents a unique opportunity for the Company to create one of the first diversified infrastructure groups in Russia. In our opinion, disinterested shareholders welcomed both the strategic rationale of the transaction and the transparency of the process, voting in favor of the acquisition of a stake in NWCC by an overwhelming majority. We are grateful that our shareholders supported the Company's growth strategy.”

The transaction consideration is RUB7,780.5 million payable in cash. Mostotrest will acquire 100% of Plexy Ltd., key assets of which include a 50% stake in NWCC and RUB950 million in cash (as of the anticipated closing date of the transaction). Sellers are the current owners of Plexy Ltd. – Perceive Holding Ltd and Octacore Holding Ltd, controlled by beneficial owners of Marc O'Polo. The transaction will be financed through a combination of cash on Company's accounts and borrowings.