Russian Real Estate Investment Company: The board proposes full conversion of bonds to equity. The proposal will give bondholders 60% of equity

     Notice convening a Ruric Bond Holder's meeting - procedure in writing

                 Offer to Ruric Bond Holders - July 16(th) 2012



To  Holders  of  Bond  Loan  not  exceeding  SEK 682,766,800 10%/13% 2010/2014,
maturing   November   16(th) 2014, loan  no  4 issued  by  Russian  Real  Estate
Investment Company AB (publ) ("the Bond")

Hereby  The  Board  of  Directors  of  Russian Real Estate Investment Company AB
(publ)  (the  Company)  has  decided  for  Ruric  to make the following offer to
Bondholders.

Background

Ruric  has long term  difficulties in servicing  the bond debt  out of cash flow
from operations.  The following factors are important to consider:

  * Current lower liquidity in the Saint Petersburg real estate market in
    general and "Project Properties" in particular.
  * The Euro crisis and global credit shortage has led to an almost complete
    closure of financing for development and purchase of real estate objects.
  * The risk for cancelation of the "Project Properties" agreements is
    increasing due to funding constraints. The lack of funding makes it
    difficult to fulfill the development obligations of the investments
    agreements.

 Proposal summary:

 1. 100% of the Bonds is converted into the shares of the Company
 2. The conversion will be carried out as follows: The Bond is converted into
    shares at face value at the price of 3.6 SEK per share. That is equal to a
    50% discount on the Bond face value and the average price of 1.85 SEK per
    share of the Company for 6 months, ended June 04(th) 2012.
 3. If accepted by bondholders, the conversion will result in 156.5 million new
    shares. Today Ruric has 104.1 million shares. Current bondholders will
    control 60% of the share capital if the deal is successful.
 4. The conversion will resolve  Ruric AB's long-term financing difficulties.
     Ruric AB will continue restructuring aiming at decreasing exposure on
    development projects and instead building up cash-flow generating asset
    base. This will enable Ruric AB to service a regular dividend pay-out. The
    board of Ruric AB will engage in developing a sound business and financing
    plan attracting investment banking and property advisory professionals.



Date for written procedure and last day to respond August 3, 2012

Procedure
The decision will be made by voting though a procedure in writing, whereby each
Bond holder eligible to vote has one vote per Bond owned (each Bond having a
nominal amount SEK 100).

Each Bond holder, acting directly or through proxy, must cast all votes in the
same way. However, representatives who represent several Bond holders may cast
their votes differently for different Bond holders.

Voting rights
In order to be eligible to vote in the written procedure, the Bond holder should
be registered as owner in the register kept by Euroclear Sweden AB ("Euroclear")
at the Record Date 27(th) July 2012. (The Company and Group Companies are not
eligible to vote according to the terms.) Replies should be received by the
Agent no later than 3(rd) August 2012.

Nominee registered Bonds
Bond holders who have nominee registered their Bonds must, in addition to what
is said above, in order to have voting rights, temporarily have the Bonds
registered in their own names in the register kept by Euroclear at the Record
Date on 27(th) of July, 2012.

Quorum
Quorum exists only if Bond holders representing at least one fifth of the
aggregate outstanding Nominal Amount attend the meeting/provide answers in due
order.

Majority
A qualified majority representing two thirds of the votes cast is necessary to
approve the proposed resolution.

The proposed resolution

The Company proposes the Bondholders to convert bonds to shares in accordance
with the proposal summary above.


Answer coupon

Bond Holder                        __________________________________

Nominal amount of Bond    __________________________________


The undersigned Bond holder votes


YES                                        NO

Signature:



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Clarification:

NB: For legal entities the Answer coupon should be signed by authorized
signatories or in accordance with a Power of attorney to be presented in
original. Authorization documents, for example excerpts from company
registration, must be attached. The Answer coupon together with authorisation
documents must have been received by the Agent no later than 3(rd) August 2012
at the address: CorpNordic Sweden AB, P.O Box 162 85, 103 25 Stockholm.

Questions are referred to:

Ruric AB                             +46 8 509 00 100

CorpNordic Sweden AB          +46 8 402 72 00




[HUG#1627071]