"Sodrugestvo" Group of Companies reorganization: an offer proposal from "Torgoviy Dom Sodrugestvo"...

"Sodrugestvo" Group of Companies report of the Group reorganization and the offer proposed by "Torgoviy Dom – Sodrugestvo" Ltd. on the bonds first issue by "Sodrugestvo-Finance" Ltd.

Currently "Sodrgestvo" GC is completing the first stage of the largest Russian manufacture –terminal Complex on the oil containing crops deep processing in the territory of the Kaliningrad region Special Economical Zone. In March 2007 the plant will be put into operation and CJSC "Sodrugestvo- Soy" will start manufacturing the own products with the subsequent sale through "Torgoviy Dom" and regional trade representatives.

For the business activities optimization purposes and to the effect of the taxes risks minimizing the Group Management made a decision to relocate the Trading House from Moscow to Kaliningrad region and to reassign the Moscow "Torgoviy Dom - Sodrugestvo-Regions" Ltd. functions to the Company "Torgoviy Dom Sodrugestvo" registered in Kaliningrad. The corresponding operations to perform were also advised by the Group auditor – "Pricewaterhouse Coopers" Company.

Trading House "Torgoviy Dom Sodrugestvo" Ltd. due to the advantageous economical-geographical position (Kaliningrad is well located for imports, the Group manufacture and logistics center), is capable to integrate the importer, logistics company and the Trade House of the Group functions, that previously used to be performed by the separate companies, that will enable the Group to simplify business procedures, optimize the business processes and consolidate the assets and commodity-money flows within the one company frame.

Registration of the Trading House in Kaliningrad region will also enable the Group to fully enjoy the Special Economical Zone allowances - a zero income tax rate and the assets tax rate for the products manufactured by the Group. At present there is a process of customs licenses registration, the accounts receivable reassigning and regional sales–distribution representatives relocation from "Sodrugestvo-Regions" Ltd, to "Torgoviy Dom Sodrugestvo" Ltd.

On completion of the Trade House functions commitment process "Sodrugestvo-Regions" Ltd. will be cancelled.

Due to the Group reorganization and the Trading House functions commitment to the new company, and also with the purpose of investors rights observance and protection, it was decided to timely propose an irrevocable, public offer to "Torgoviy Dom Sodrugestvo" Ltd. for the bonds acquisition of the "Sodrugestvo-Finance" Ltd. 1st issue.

The irrevocable public offer text was published in the "Kaliningradskaya Pravda" newspaper dated by February 3, 2007. The bonds issue offerers change over do not result in discontinuation of the presented bonds issue repeated tenders.

"Sodrugestvo" Group of Companies – the largest Russian animal and vegetable origin protein raw materials distributor as well as amino acids for agricultural animals, birds and domestic animals. The Company gluten market share is 63%, soybean fodder components market share is 40% and fodder vitamins market share makes up 31,5 % in the Russian Federation. The largest "Sodrugestvo" Group of Companies suppliers are the following agricultural market world leaders "Bunge S.A." , "Cargill" , "Toepfer Int." ("ADM") , "CJ Korea", the largest purchasers - "Mars" Company, "Provimi" Group of Companies, "PRODO Management"

"Sodrugestvo" Group of Companies consolidated sales revenues on the results up to 2005/ 2006 made up USD 290,3 mill, net profit – USD 23 mill. More detailed issuer infor is available at "Sodrugestvo" Group of Companies official site www.sodrugestvo.ru