Dividends and Dividend Policy

Dividend Policy

The Company may by a resolution passed by a shareholder or shareholders holding in excess of 50 per cent of the voting rights exercised in relation thereto (an “Ordinary Resolution”) authorise a dividend or other distribution at such time and of such amount as the Board of Directors thinks fit if it is satisfied, on reasonable grounds, that the Company will immediately thereafter satisfy the Solvency Test (i.e. namely that the Company is able to pay its debts as they become due in the normal course of the Company’s business and that the value of the Company’s assets exceeds the value of its liabilities).

Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividends from a particular date, that share shall rank for dividend accordingly.

At present, the Group does not have a long term dividend policy; however, the Company will introduce a dividend policy in the financial year ending 31 March 2011. The Company’s dividend policy will be primarily dictated by its financial and investment needs. The payment of dividends will also be affected by the Group’s financial results for each period. In any event, the annual dividend payments by the Company can not exceed the amount recommended by the Board of Directors none of which members is under any obligation to either recommend or approve any dividend payments.

The Company is subject to certain restrictions to make dividend payments to its shareholders under the credit agreements with ZAO UniCredit Bank, Moscow ("UniCredit") expiring by 14 August 2011. A payment of dividends requires the prior written consent of UniCredit and is limited to 40% of the net profit during the previous financial year ended 31 March 2010.

Please, refer to the table below to review dividend history:

Dividend history