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Integra brochure
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December 24, 2009

Amendments to GDR Deposit Agreement

Moscow, December 24, 2009. Integra Group (LSE:INTE) (the "Company"), a leading independent provider of onshore oilfield services, entered into an Amended and Restated Deposit Agreement relating to Global Depositary Receipts (GDR’s) with JPMorgan Chase Bank N.A. (the “Depositary”) following the approval of Amended Articles of Association at the Extraordinary General Meeting of Shareholders held on December 7, 2009. Key amendments to the Deposit Agreement are summarized below:

1.  Inclusion of language to permit the establishment of a Rule 144A tranche of GDRs under the Deposit Agreement (the Company has no immediate plans to have such a tranche opened at this time).
2. Amendment to the voting provisions to require beneficial ownership reporting obligations on the part of any holder of GDRs seeking to provide the Depositary with voting instructions.  The amendments are intended to give the Company a level of transparency with respect to its beneficial owners similar to companies registered in the UK. Holders of GDR’s will be required to certify to the Company their beneficial ownership in cards to be submitted to the Company prior to the date of a general meeting. In addition, beneficial owners acquiring in excess of 3% of the voting rights of the Company, or increasing or decreasing their voting rights in the Company above or below 5% and integral multiples thereof, will be required to report such acquisitions or disposals to the Company. Beneficial owners may also be required to notify the Company of their beneficial ownership upon the request from the Company. In order to facilitate such reporting, the Company will post on its website the form of beneficial ownership certificate, as well as the number of outstanding shares having voting rights at that time.

Any amendments included in the Amended and Restated Deposit Agreement referred to above which shall, in the opinion of the Depositary, be materially prejudicial to the interests of the GDR holders (as a class) shall not become effective so as not to impose any obligation on the holders of the outstanding GDRs until the expiry of three months after notice thereof shall have been given by the Depositary to GDR holders. 

The above is intended merely as a brief description of certain, but not all, of the changes included in the Amended and Restated Deposit Agreement. 

About Integra Group:

Integra Group is a leading independent diversified provider of onshore oilfield services and manufacturer of drilling rigs with heavy lifting capacity, cementing equipment and certain specialized equipment used in the exploration, development and production of oil and gas. 

Integra Group operates in the drilling, workover, seismic and geophysics sectors, provides integrated project management services and manufactures oilfield services equipment. Integra has oilfield services operations in all major oil and gas producing regions in Russia and in many other CIS countries. The company’s customer base includes major Russian and international oil and gas companies operating in Russia and CIS.

Established in March 2004, Integra Group has, through 17 strategic acquisitions, become one of the leading companies in the oilfield services and equipment manufacturing sectors of the Russian market and employs more than 17 000 people.
Since February 27, 2007 Integra Group has been traded on the London Stock Exchange (symbol: INTE).
For additional information please contact:


Integra Group  
Andrei Machanskis 
Head of Investor Relations T
el. +7 495 933 0621
amachanskis@integra.ru

Sergey Beldinsky
 Head of Public Relations
 Tel. +7 495 933 0621
sbeldinsky@integra.ru

Forward looking statements: Some of the information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of Integra Group. You can identify forward-looking statements by terms such as “expect,” “believe,” “anticipate,” “estimate,” “intend,” “will,” “could,” “may” or “might,” or the negative of such terms or other similar expressions. These statements are only predictions and actual events or results may differ materially. Integra Group does not intend to or undertake any obligation to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in Integra Group’s projections or forward-looking statements, including, among others, general economic and market conditions, Integra Group’s competitive environment, risks associated with operating in Russia, rapid technological and market change, and other factors specifically related to Integra Group and its operations.
 
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Integra Group, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of Integra Group.

This communication is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “relevant persons”).  Any person who is not a relevant person should not act or rely on this document or any of its contents.