(XXIC) XXI Century Investments

30 January 2012

XXI Century Investments Public Limited

("XXI Century" or the "Company")

Notice of director's acquisition of interest in shares and other agreements

Following completion of the restructuring proposals in relation to the Company announced on 25 January 2011, details of which were also announced on 17 December 2010 and in the Company's circular posted to shareholders on 16 December 2010, Ovaro Holding Limited ("Ovaro") became the largest shareholder in XXI Century. The two principal shareholders in Ovaro (through their respective intermediate companies) were Mr Oleg Salmin (currently CEO and Interim Chairman of XXI Century) and Renaissance Group Holdings Limited ("Renaissance").

The Company has been notified today that Bremille Investments Limited ("Bremille" which is indirectly beneficially owned by Mr Oleg Salmin) has agreed to purchase 2,000 ordinary shares (25 per cent of the issued share capital) in Ovaro Holding Limited ("Ovaro") for approximately US$5.4 million from Acermus Limited, a company indirectly beneficially owned by Renaissance (the "Transaction"). Completion of the Transaction is expected to take place on or around 3 February 2012. Following completion of the Transaction, Bremille will hold the entire issued share capital of Ovaro.

Ovaro currently holds 268,395,302 ordinary shares (approximately 60.1 per cent of the issued share capital) in XXI Century. As a result of the Transaction Mr Salmin will control approximately 60.1 per cent of the issued share capital of the Company through Ovaro.  Ovaro's overall shareholding in XXI Century remains unchanged.

Deeds of Amendment

The Company also announces that it has entered into deeds of amendment (the "Deeds of Amendment") in relation to two agreements previously entered into with Dorvell Investments Limited, an entity in receipt of debt financing from Renaissance ("Dorvell") on 6 December 2010 and Renaissance Capital Financial Consultant Limited, an affiliate of Renaissance ("Renaissance FC") on 3 February 2009 respectively.

As at 31 December 2011, under the two agreements, the Company had outstanding liabilities totalling approximately US$3.2 million (US$1.96 million owed to Dorvell and US$1.23 million owed to Renaissance FC). These amounts represent the principal amount of debt and interest accrued under those agreements at that date. Under the terms of the Deeds of Amendment, Dorvell and Renaissance FC each agree to waive their rights to the amounts owed to them by the Company under the respective agreements, if the directors of the Company decide (subject to shareholder approval) to issue new shares to Dorvell and Renaissance FC respectively (or in each case to an affiliate of Renaissance) in satisfaction of the amounts owing to them on the terms of the Deeds of Amendment on or prior to 1 July 2012. If the directors of the Company decide (subject to shareholder approval and satisfying any applicable rules and regulations) to capitalise the debts under the Deeds of Amendment, the Company will grant Dorvell and Renaissance FC (or if an affiliate of Renaissance subscribes for the shares, then that affiliate) and the attached right to sell the shares to be issued back to the Company or a person nominated by the Company at a price equal to the amounts currently owed by the Company under the agreements, exercisable during the period of 60 days following the earliest of 13 December 2013, 18 months after completion of the debt capitalisation and any cancellation of the Company's admission to trading on AIM.

The Deeds of Amendment do not oblige the Company to capitalise the debt or issue any shares and provide that such actions will be subject to the prior approval of the board of directors and shareholders of the Company and satisfying any applicable rules and regulations.

In the event that the issue of shares described above does not take place inter alia either as a result of the board of directors voting against the share issue, the shareholders of the Company voting against a resolution of the Company proposed in order to issue new shares on or before 30 May 2012 or no meeting of shareholders to consider such resolution being convened on or before 15 May 2012 and no share issue being completed  on or prior to 1 July 2012,  the Deeds of Amendment will terminate, and the amounts owed to Dorvell and Renaissance FC under the agreements, totalling approximately US$3.2 million as at 31 December 2011 will remain payable by the Company.

Other agreements

On completion of the Transaction the Company intends to enter into a Deed of Termination and Restatement of the Relationship Agreement dated December 16, 2010 (details of which were set out in the circular of the same date and previously sent to shareholders) between,  the Company, Steltex Investments Limited ("Steltex", a company beneficially owned by Mr Salmin), Ovaro and Reachcom Public Limited ("Reachcom", a Renaissance affiliate) as a result of which, Reachcom will cease to be a party to that agreement and the Company, Ovaro and Steltex will enter into an new relationship agreement on substantially the same terms as  the December 2010 Relationship Agreement. As previously the Relationship Agreement will regulate the ongoing relationship between the Company, Ovaro and Steltex to ensure that certain key decisions related to the business of the Company or any further share issues are approved by a majority of the independent directors as well as a majority of the board.

On completion of the Transaction the Company also intends to enter into a Deed of Termination, the effect of which is to terminate the Share Subscription Agreement dated 16 December 2010 (details of which were set out in the circular of the same date and previously sent to shareholders) between XXI Century, Ovaro, Reachcom, Steltex and certain individuals and certain related documents entered into in connection with such Share Subscription Agreement.

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