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Apatit Board of Directors Makes Recommendations Regarding PhosAgro Mandatory Tender Offer

15 November 2012
Moscow – PhosAgro ("PhosAgro" or "the Company") (Moscow Exchange, LSE: PHOR), a leading global vertically integrated phosphate-based fertilizer producer, announces that the Board of Directors of its subsidiary OJSC Apatit held a meeting today at which the Board has made recommendations to Apatit shareholders in relation to PhosAgro’s mandatory tender offer to acquire ordinary and preferred shares of Apatit.  Following today’s decision the Apatit Board of Directors’ recommendation, together with the mandatory tender offer, will be sent to Apatit shareholders.

After reviewing the tender, the Apatit Board of Directors established that the mandatory offer, the documentation and the offer price are in compliance with the Russian Federation law on Joint Stock Companies.

PhosAgro’s mandatory tender offer was announced on 8 November 2012.  The offer price, which was determined in accordance with Russian law, is RUB 6,679.9 per ordinary share and RUB 5.344.0 per type A preferred share.

Apatit shareholders have 70 days to respond to the offer from the date when Apatit received the tender offer.  VTB Bank provided a bank guarantee securing PhosAgro’s potential liabilities.

As of the date of this announcement, shareholders owning over 5% of Apatit shares have expressed their interest in accepting the mandatory tender offer.

On the 4 September 2012 PhosAgro won the tender for disposal of the Russian Federation’s 20% stake in Apatit and increased its stake in the Apatit’s share capital from 57.57% to 77.57%.  Presently PhosAgro and affiliated parties own approximately 85% of Apatit shares.