OFFER ON EXCHANGE / ACQUISITION OF BONDS ISSUED BY RURIC, PROPOSED AMENDMENTS TO TERMS AND CONDITIONS OF THE BONDS AND EARLY PUBLICATION OF INTERIM REPORT

As previously announced, Russian Real Estate Investment Company AB
(publ) ("Ruric" or the "Company") has worked intensely to find a
solution on the Company's long term financing in order to be able to
pursue the Company's strategy, which includes keeping, developing and
realising the value of the Company's assets. This has, among other
reasons, been done due to the upcoming payment of interest on 16
November 2009 in accordance with the Company's outstanding bond loans
and the repayment of the bond loans in November 2010.

In consideration of this and the negotiations that have taken place
with the major bond holders and some of the Company's major
shareholders, Ruric hereby submits a public offer to the holders of
bonds issued in accordance with the Company's Bond Loan No. 2 and
Bond Loan No. 3 (together the "Bond Holders" and the "Bond Loans") to
transfer all of these bonds to the Company[1] (the "Offer").
In view of the Offer, the Company's interim report for the third
quarter of 2009 will be published in advance on the 29 October 2009.
In short, the Offer entitles the Bond Holders to either:
(A) exchange each existing bond with nominal amount of SEK 10,000 in
accordance with the Bond Loans ("Existing Bond") for:
*          new secured bonds that run for five years ("New Bonds"),
  equivalent to 60 per cent of the Existing Bond's nominal amount and
  5.5 percentage unit accrued interest[2] on the Existing Bond;
*          secured convertibles that run for slightly more than five
  years ("Convertibles"), equivalent to 40 per cent of the Existing
  Bond's nominal amount; and
*          cash payment equivalent to the remaining accrued
  interest[3] on the Existing Bond
henceforth referred to as the ("Exchange Alternative"),
or
(B) receive a cash payment of SEK 2,925, including accrued interest,
for each Existing Bond according to Bond Loan No. 2 or SEK 3,300,
including accrued interest, for each Existing Bond according to Bond
Loan No. 3 (the "Cash Alternative").
The major Bond Holders Alecta Pensionsförsäkring, Proventus, Nordea
Fonder and the Gadd Group, holding in total Existing Bonds
corresponding to approximately 45.2 per cent of the Bond Loans[4]
(approximately 40,8 per cent of Bond Loan No. 2 and approximately
50.4 per cent of Bond Loan No. 3)[5] have, in respect of the Exchange
Alternative, indicated a positive view towards acceptance. The
Company's major shareholders, Öhman J:or AB, Cancale Förvaltnings AB
and Nils Nilsson, holding in total approximately 21.7 per cent of the
outstanding shares and approximately 61.9 per cent of the outstanding
votes, have undertaken to vote in favor of the board of directors'
proposal to authorise the board of directors to issue convertibles
and to amend the articles of association at an extraordinary general
meeting.
The Offer to the Bond Holders are subject to the conditions that are
set out on page 7.
Further information about the proposed amendments to the terms and
conditions of Bond Loan No. 2 and Bond Loan No. 3 is set out on page
8.
Russian Real Estate Investment Company AB (publ)

For further information
Nils Nilsson, Chairman of the Board of Directors
Tel                        +41 22 534 95 42
E-mail                  nils@ruric.com
Craig Anderson, CEO
Phone                   +7 812 703 35 50 (St. Petersburg)
phone                   +46 8 509 00 100 (Stockholm)
email                   craig@ruric.com
web                     www.ruric.com

ABOUT RURIC
Ruric's business concept is to acquire, develop, manage, let and
divest real estate in St Petersburg, Russia, with a focus on
commercial premises of the highest quality in the best locations that
can thereby contribute positively to the business of the tenants. The
company has the vision of becoming a leading real estate company in
central St Petersburg.
The strategy is to identify real estate with great potential in the
central parts of St Petersburg, create suitable acquisition
structures and acquire at the best price. After renovations,
commercial premises of the highest class are offered to tenants that
are looking for the best possible premises in the best locations and
are willing to pay for it.
Ruric's Certified Advisor at First North is Erik Penser
Bankaktiebolag.

[1] The bonds of a nominal amount of SEK 20 million under the
Company's Bond Loan No. 3 that are held by the Company's subsidiary
Russian Real Estate Investment Company Sweden I AB will be
"extinguished" and are therefore not included in the Offer.
[2] Accrued interest for the period from 16 November 2008 until, and
including, 16 November 2009.
[3] See footnote 2.
[4] Based on a total outstanding nominal amount of SEK 831,500,000,
i.e. excluding Ruric's own holdings of Existing Bonds.
[5] See footnote 4.

BACKGROUND AND REASONS
St Petersburg's real estate market and the real estate market in
Moscow are the best developed markets in Russia, and since 2000 have
continually increased in market attractiveness. Ruric is well
positioned on the market in Saint Petersburg, with attractive
management properties in good locations and a project portfolio with
significant economic potential. On top of this Ruric has a locally
established property and project management organisation with a local
network of good contacts in both business and public organisations.
Since autumn 2008 the real estate and rental markets in St.
Petersburg have experienced markedly declining demand, which,
combined with expanded supply through project completions, has
resulted in falling rent levels, after several years of continuous
rises, and higher vacancies. Real estate prices also declined towards
the end of 2008 as uncertainty intensified about future economic
performance combined with a sudden lack of liquidity and
opportunities for loan financing.
In the office rental market the supply of premises increased by
approximately 200,000 square metres in the first half of 2009.
Further new additions to office space can be expected in the second
half of 2009 and early 2010 as several projects are reaching
completion. However, in 2010 and 2011 the rate of increase is
expected to decline.
The uncertain economic outlook has also affected demand. Tenants are
choosing to wait and see before seeking out new premises,
particularly larger ones. Existing tenants are being active in
negotiating down current rent levels, obtaining discounts and
extending agreements with long contract periods and low rent levels.
The average annual increase in rents for A and B class office
premises was 12 per cent during the period 2005 to 2008. In the first
half of 2009 rent levels for A class office premises decreased by 21
per cent, and for B class office premises the equivalent decline was
25 per cent. At the same time, the vacancy rate for A class office
premises had increased to 25 per cent from 10 per cent at the end of
2008. For B class office premises the increase has not been as
marked. The vacancy rate for this type of premises was approximately
12 per cent at the end of the second calendar quarter 2009, which can
be compared with 8 per cent at the end of 2008. The occupancy rate
for newly completed office complexes is approximately 40-50 per cent.
Given St. Petersburg's size and location, Ruric believes there should
be an interest in modern, functional premises in the central
districts of the city, even in times of greater economic uncertainty.
It is in this part of the real estate market that Ruric operates.
However, the current exceptional economic situation influencing St.
Petersburg's real estate market has affected Ruric to a significant
extent. Based on external valuations, the value of Ruric's management
property is estimated to have declined by SEK 90 million,
corresponding to 25 per cent in the period December 31, 2008 until
June 30, 2009. In the same period it is estimated that the value of
Ruric's project property has declined by SEK 336 million,
corresponding to 28 per cent. There is currently a significant gap
between what potential buyers are prepared to pay for property and
what potential sellers are prepared to sell at. This is a result of
continued great uncertainty about issues such as the level at which
rent reductions will discontinue, as well as the difficulty in
borrowing capital and to find attractive financing. It is believed
that this situation will persist for some time, resulting in
continued price pressure. It is likely that this situation will also
lead to several planned projects being postponed, which will have a
limiting effect on future new additions of further premises. Given
continued underlying economic growth in St. Petersburg, this will
successively lead to a market in balance. However, the timing of this
is currently highly uncertain.
As an alternative to realising capital tied up in property, which was
regarded as value damaging, Ruric conducted a rights issue of new
shares with preferential rights for the Company's shareholders in
autumn 2008, totalling SEK 107 million, in order to, among other
things, permit financing of interest payments on outstanding bond
loans.
As a result of the current exceptional situation, the board of Ruric
assesses that the prospects of repaying the two outstanding bond
loans maturing in November 2010 are limited. Given current market
conditions, the board believes that a realisation of capital tied up
in properties in order to finance the repayment in November 2010
would damage Ruric, and destroy value for both bond holders and
shareholders.
In consideration of the above the board has unanimously decided to
submit the Offer.[1] The board assesses that Ruric will receive, if
the Offer is completed, long-term funding to ensure that the Company
can maintain and develop the underlying long-term values assessed to
exist in the Company's assets.

THE OFFER
In accordance with the Offer, the Bond Holders are offered an
exchange alternative and a cash alternative. Each Bond Holder can,
when accepting the Offer, choose to accept either the Exchange
Alternative or the Cash Alternative for its entire holding. No
commission will be charged in connection with the Offer.

The Exchange Alternative
For each Existing Bond with a nominal amount of SEK 10,000 the
following is offered:
*          50 New Bonds, each with a nominal amount of SEK 131,
  corresponding to SEK 6, 550 in aggregate[2];
*          91 Convertibles, each with a nominal amount of SEK 44
  (corresponding to SEK 4,004 in aggregate) and a conversion rate of
  SEK 43.90 per class B share in the Company[3]; and
*          cash payment, which for each Existing Bond according to
  Bond Loan No. 2 amounts to SEK 300 and for each Existing Bond
  according to Bond Loan No. 3 amounts to SEK 1,050[4].
*          By accepting the Exchange Alternative the Bond Holders
  consent to the fact that no interest is paid on 16 November 2009 in
  accordance with the terms and conditions of the Existing Bonds, and
  also that the terms and conditions of the Existing Bonds are
  amended so that they will, in all vital aspects, correspond with
  the terms and conditions of the New Bonds (with the exception that
  the Existing Bonds after amendments of the terms and conditions
  will continue to have an unaltered nominal amount and will not be
  secured).
The Cash Alternative
For each Existing Bond with a nominal amount of SEK 10,000, a payment
in cash is offered of:
*          SEK 2,925, including accrued interest for each Existing
  Bond according to Bond Loan No. 2 equivalent to 29.25 per cent of
  its nominal amount; and
*          SEK 3,300, including accrued interest for each Existing
  Bond according to Bond Loan No. 3 equivalent to 33.00 per cent of
  its nominal amount.
*          The Company undertakes to pay up to SEK 35 million in
  accordance with the Cash Alternative. An acceptance of the Cash
  Alternative entitles the Bond Holder primarily to receive cash
  consideration as set out above. However, if the acceptance of the
  Cash Alternative aggregates to a value that exceeds SEK 35 million
  the Bond Holder will be entitled to a cash consideration reduced
  pro rata[5] for each Bond holder having accepted the Cash
  Alternative, as well as a consideration in accordance with the
  Exchange Alternative to the extent cash consideration is not
  received (i.e. New Bonds, Convertibles and cash consideration in
  accordance whit the terms and conditions of the Exchange
  Alternative). If the consideration in the Exchange Alternative
  includes a fraction of a New Bond or of a Convertible, the number
  of New Bonds and Convertibles received will be rounded downwards to
  the next integer and the fraction of a New Bond or a Convertible
  will be paid in cash. However, the total amount of the Cash
  Alternative may, under the circumstances set out in the section
  "Financing" below, exceed SEK 35 million.
*          By accepting the Cash Alternative the Bond Holders consent
  to the fact that no interest is paid on 16 November 2009 in
  accordance with the terms and conditions of the Existing Bonds, and
  also that the terms and conditions of the Existing Bonds are
  amended so that they will, in all vital aspects, correspond with
  the terms and conditions of the New Bonds (with the exception that
  the Existing Bonds will continue to have an unaltered nominal
  amount and will not be secured).
Essential Terms and Conditions for the New Bond Loans
*           The total amount of the bond loan (the "New Bond Loan" or
  "Bond Loan No. 4") will at the most amount to SEK 797,396,345[6].
*           Annual interest of 10 per cent to be paid in cash, or if
  the Company so decides, an annual interest of 13 per cent in total
  (3 per cent cash and 10 per cent in the form of New Bonds).
*           A term up to and including 16 November 2014, with the
  option for the Company to wholly or partially repay the loan
  prematurely.
*           The Company undertakes not to, without approval from the
  holders of the New Bonds, take up additional loans with better or
  the same right to the security that will secure the Company's
  undertakings according to the New Bond Loan, nor take up additional
  loans with the same or higher priority as the New Bond Loan, with
  the exception of an additional bond loan with an amount of up to
  SEK 25 million with a term of up to three years and that runs with
  up to 15 per cent interest ("Bond Loan No. 5") that may be taken
  for the purpose of partially financing the Cash Alternative or
  enable potential payments exceeding SEK 35 million in accordance
  with the Cash Alternative.
*           If the Company disposes of certain real estates or shares
  in certain companies directly or indirectly owning real estates,
  the Company undertakes to wholly or partially use the proceeds to
  primarily repay Bond Loan No. 5 and secondarily repay the New Bond
  Loan, and under certain circumstances reinvest parts of the
  proceeds in certain real estates, whereby pledged securities in the
  disposed assets shall be released.
*           The Company undertakes to ensure that, for as long as the
  New Bond Loan is not fully repaid,  the outstanding nominal amount
  of the New Bond Loan never exceeds 60 per cent of the Company's
  total assets, as well as not distribute any dividend or carry out
  any other form of value transfers to the Company's shareholders.
*           The New Bond Loan will be secured.
The complete terms and conditions of the New Bond Loan will be set
out in the prospectus which will be distributed to the Bond Holders
in connection with the commencement of the acceptance period.

Essential Terms and Conditions for the Convertible Loan
*            The total amount of the convertible loan (the
  "Convertible Loan") will at the most amount to SEK 332,932,600.
*            The Convertible Loan runs without interest and matures
  on 16 December 2014.
*            Holders of Convertibles can at any time until and
  including 30 November 2014 request conversion into class B shares
  of the Company at a conversion rate of SEK 43.90 per share.
*            The terms and conditions of the Convertibles entitle the
  holders the same right as the Company's shareholders to participate
  in rights issues in the Company and in other aspects include
  customary recalculation clauses.
*            The Company undertakes not to, without the approval from
  the holders of the Convertibles, take up additional loans with
  better or the same right to the security that will secure the
  Company's undertakings according to the Convertible Loan, nor take
  up additional loans with the same or higher priority as the
  Convertible Loan, except for Bond Loan No. 5.
*            If the Company disposes of certain real estates or
  shares in certain companies directly or indirectly owning real
  estates, the Company undertakes to wholly or partially use the
  proceeds to primarily repay Bond Loan No. 5 and secondarily repay
  the New Bond Loan and under certain circumstances reinvest parts of
  the proceeds in certain real estates, whereby pledged securities in
  the disposed assets shall be released.
*            The Convertible Loan will be secured.
The complete terms and conditions of the Convertible Loan will be set
out in the prospectus, which will be distributed to the Bond Holders
in connection with the commencement of the acceptance period.

Financing
The Offer will be financed through the issue of the New Bonds and
Convertibles together with the Company's cash balance which will be
increased by approximately SEK 17,5 million by proceeds from the sale
of Grifon that will be received on 2 November 2009. In addition,
according to the terms and conditions of the New Bond Loan and the
Convertible Loan, the Company has the right to take up Bond Loan No.
5 provided that such loan is taken for the purpose of partially
financing the Cash Alternative or enable potential payments exceeding
SEK 35 million in accordance with the Cash Alternative. The Company
may also up to an amount corresponding to the New Bond Loan's initial
amount, i.e. excluding interest paid in the form of New Bonds, divest
in the market New Bonds that will not be transferred to those who
accept the Offer, provided that the proceeds are used to finance
potential payments exceeding SEK 35 million in accordance with the
Cash Alternative.

Security
All of the Company's undertakings pursuant to the New Bond Loan and
the Convertible Loan will be secured through a pledge over the shares
of the Swedish subsidiaries that indirectly own the real estates
Gustaf, Oscar and Magnus, 50 per cent of the real estate Fontanka 57
and 65 per cent of the real estate Apraksin together with the call
option that entitles its holder to acquire the remaining 35 per cent
of the real estate Apraksin. The above mentioned assets shall
primarily be pledged for the benefit of holders of bonds in Bond Loan
No. 5, secondarily for the benefit of the holders of New Bonds, and
thirdly for the benefit of the holders of Convertibles.


CONDITIONS OF THE OFFER
The Offer is conditional upon:
1.    the Offer being accepted by Bond Holders to an extent
corresponding to 95 per cent of the total outstanding nominal amount
according to the Bond Loans[7];
2.    that the extraordinary general meeting of the Company to be
held on 5 November 2009, in accordance with the board of directors'
proposal, resolves to authorise the board of directors to resolve to
issue Convertibles within the scope of the Convertible Loan; and
3.    that the Offer is not wholly or partially rendered impossible
or made severely difficult to carry out by legislation or any other
regulation, court ruling, official ruling or corresponding
circumstance, that exists or can be reasonably expected to exist,
which is beyond Ruric's control and which Ruric could not reasonably
be expected to predict at the time of the announcement of the Offer.
The Company reserves the right to withdraw the Offer in the event
that it becomes clear that any of the conditions above are not
fulfilled or cannot be fulfilled. However, with regard to condition
No. 3 such withdrawal will only be made provided that the non
fulfilment of such condition is of material importance to the
Company's acquisition of the Existing Bonds.

The Company reserves the right to waive, in whole or in part,
condition No. 1 and condition No. 3 above.

ACCEPTANCE PERIOD
The acceptance period of the offer begins on 23 October 2009. The
Offer can be accepted at the latest at 17.00 CET on 5 November 2009.
The Company reserves the right to extend the acceptance period of the
Offer and to postpone payment of the consideration in the Offer. If
the acceptance period is extended the Bond Holders that have accepted
the Offer have the right to withdraw their acceptances during the
extended acceptance period.

MARKET QUOTATION OF NEW BONDS AND CONVERTIBLES
Market quotation of the New Bonds and the Convertibles will take
place as soon as possible after completion of the Offer.

INDICATIVE TIMETABLE[8]
8 October 2009                                        Publication of
notice convening an extraordinary general meeting of Ruric
22 October 2009                                      Publication of
prospectus
23 October- 5 November 2009                     Acceptance period of
the Offer
5 November 2009
                           Extraordinary general meeting of Ruric
9 November 2009                                    Announcement of
the outcome of the Offer
17 November 2009                                  Settlement of the
consideration of the Offer

APPLICABLE LAW, ETC.
Disputes concerning the Offer will be settled by a Swedish court
exclusively by the application of Swedish law, whereby the first
instance will be Stockholm district court.

This press release neither has nor will be, directly or indirectly,
distributed or announced in the United States, Australia, Canada,
Japan, New Zealand or South Africa. The Offer is not submitted to
(and acceptance will not be permitted from) persons in these
countries or persons in any other country where participation would
require additional documentation, registration or measures other than
those pursuant to Swedish law.
This press release has been made public in Swedish and English. In
the event of a conflict between the English and the Swedish language
versions, the Swedish language version shall prevail.

AMENDMENTS TO THE CONDITIONS OF EXISTING BONDS
During the acceptance period of the Offer, the Company will ask the
Bond Holders whether they consent to or dispute certain amendments to
the conditions of Bond Loan No. 2 and Bond Loan No. 3, conditional on
the completion of the Offer, in order for the conditions to
correspond, in all vital aspects, with the terms and conditions of
the New Bonds (with the exception that the Existing Bonds will
continue to have an unaltered nominal amount and will not be
secured). According to the conditions of Bond Loan No. 2 the
amendments require consent from creditors holding at least 80 per
cent of the outstanding loan amount. However, amendments regarding
postponement of the redemption day and payment of interest require
the consent of all creditors. According to the conditions of Bond
Loan No. 3 consent from creditors holding at least two-thirds of the
outstanding loan amount is required, except for amendments regarding
the interest rate, interest amount or postponement of the redemption
day, which require the consent of creditors holding at least
three-fourths of the outstanding loan amount. Further information
about the proposed amendments to the terms and conditions will be set
out in the prospectus.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Based on the negotiations preceding the Offer, the board of directors
has resolved to propose that the Company's general meeting makes a
decision, conditional upon the Offer being completed, on certain
amendments to the Company's articles of association. According to the
proposed amendments the number of votes per class A share will be
reduced from 10 to 4 votes per share and a resolution to issue
shares, warrants or convertibles with deviation from the
shareholders' preferential rights will require a majority of at least
three quarters of the votes cast as well as the shares represented at
the meeting.

STATEMENTS FROM MAJOR SHAREHOLDERS AND BOND HOLDERS
The major Bond Holders Alecta Pensionsförsäkring, Proventus, Nordea
Fonder and the Gadd Group, holding in total Existing Bonds
corresponding to approximately 45.2 per cent of the Bond Loans[9]
(approximately 40,8 per cent of Bond Loan No. 2 and approximately
50.4 per cent of Bond Loan No. 3)[10] have, in respect of the
Exchange Alternative, indicated a positive view towards acceptance.
The Company's major shareholders, Öhman J:or AB, Cancale Förvaltnings
AB and Nils Nilsson, holding in total approximately 21.7 per cent of
the outstanding shares and approximately 61.9 per cent of the
outstanding votes, have undertaken to vote in favour of the board of
directors' proposal to authorise the board of directors to issue
convertibles and to amend the articles of association at an
extraordinary general meeting. on 5 November 2009.

ADVISORS
HQ Bank is the financial advisor and Mannheimer Swartling Advokatbyrå
AB is the legal advisor to Ruric in connection with the Offer.


[1] The board members Tom Dinkelspiel and Harald Kjessler have not
participated in the board's decision regarding the Offer due to
conflict of interest.
[2] Equivalent to 60 per cent of the Existing Bond's nominal amount
and 5.5 percentage units accrued interest on the Existing Bond during
the period 16 November 2008 - 16 November 2009.
[3] Equivalent to slightly more than 40 per cent of the Existing
Bonds' nominal amount.
[4] Equivalent to the remaining accrued interest of 3.0 or 10.5
percentage units respectively on the Existing Bond during the period
16 November 2008 - 16 November 2009.
[5] Pro rata-reduction will be made in proportion to the total amount
of the Bond Loans held by each Bond Holder for which the Cash
Alternative is accepted.
[6] Including a loan amount of SEK 544,632,500 based on full
acceptance of the Exchange Alternative, and a loan amount of SEK
252,763,845 based on full exercise of the Company's right to pay
interest in kind, in the form of New Bonds.
[7] Based on a total outstanding nominal amount of SEK 831,500,000,
i.e. excluding Ruric's own holdings of Existing Bonds.
[8] Provided that the board of directors do not resolve to extend the
acceptance period.
[9] See footnote 12.
[10] See footnote 12.