This is an English translation of the relevant notice to shareholders of OJSC Lebedyansky prepared for information purposes only. In case of any discrepancies between English and Russian versions of the notice, the Russian text prevails.

Dear Sirs,

In accordance with the Federal Law "On Joint Stock Companies" and with the decision of the Board of directors of OJSC Lebedyansky (located at Matrosova St., 7, Lebedyan, Lipetskaya oblast, 399610 Russia) of 28 March 2008, an extraordinary general meeting of shareholders of OJSC Lebedyansky (hereinafter, the "Company") shall be convened in the form of a meeting, i.e. physical presence of the shareholders.

The list of persons entitled to participate in the extraordinary general meeting of shareholders of the Company was compiled on the basis of the data of the shareholders' register of the Company as of 28 March 2008.

The agenda of the extraordinary general meeting of shareholders of the Company:

1.     On determining the value of the assets to be disposed or acquired under an interested party transaction (a group of transactions), and on approval of the interested party transaction (a group of transactions) to be entered into within the process of the reorganisation of the Company and within the process of the concentration of the "Baby food and water business" on the basis of OJSC "PROGRESS" and of the "Juice business" on the basis of the Company.

2.     On the reorganisation of the Company by way of spin-off;

3.     On election of the Board of directors of the new company to be incorporated as a result of the reorganisation of the Company by way of spin-off;

4.     On early termination of all members of the Board of directors of the Company;

5.     On determining the total number of the members of the Board of directors of the Company;

6.     On election of the Board of directors of the Company.

The extraordinary general meeting of shareholders of the Company shall take place on 16 June 2008, at 15.00.

The registration of the meeting participants will start at 13.00.

Place of the meeting – Matrosova St., 7, Lebedyan, Lipetskaya oblast, Russia.

The shareholders (their representatives) arriving for participation in the extraordinary general meeting of the shareholders shall be registered at the place of the meeting.

For registration as a participant of the meeting, the shareholders shall produce an ID document (passport or other document evidencing their identity) and, for representatives of shareholders – documents evidencing their authority. The documents issued outside the Russian Federation shall be properly legalized. A power of attorney for voting shall contain the information of the principal and the representative as envisaged by the applicable legislation of the Russian Federation.

Persons entitled to participate in the extraordinary general meeting of shareholders may familiarize with the information (materials) to be disclosed in the process of preparation for the extraordinary general meeting of shareholders, within 30 days before the date of the meeting, from 10.00 to 16.00, local time, at the following address: Matrosova St., 7, Lebedyan, Lipetskaya oblast, 399610, Russia, on business days. The information (materials) will also be available to the persons entitled to participate in the general meeting of shareholders during the meeting. Voting on all the matters on the agenda shall be performed using voting ballots, the form and wording of which will be approved by the Board of directors of the Company. Drafts of the resolutions to be taken at the extraordinary general meeting of shareholders will be included to the information (materials) for the meeting.

The Company hereby informs the shareholders, that in accordance with the procedure of placement of shares of the company, to be incorporated as a result of the reorganisation of the Company by way of spin-off, as suggested for approval at the general meeting of shareholders, the shares of the company, to be incorporated as a result of the reorganisation of the Company by way of spin-off, will be allocated among all shareholders of the Company holding ordinary shares, except for those shares, in relation to which is a redemption demand is submitted in accordance with Clause 75(1) of the Federal Law "On Joint Stock Companies", and which shall be redeemed by the Company. In accordance the procedure of placement of shares of the company, to be incorporated as a result of the reorganisation of the Company by way of spin-off, suggested for approval at the general meeting of shareholders, the shares of this company shall be allocated among mentioned shareholders of the Company on the basis of the records in personal accounts with the registrar maintaining the shareholders' register of the Company, or records in depo accounts with a depository as of 28 March 2008, i.e. the date as of which the list of persons entitled to participate in the extraordinary general meeting of the Company's shareholders was compiled. The said right to receive shares of the company, to be incorporated as a result of the reorganisation of the Company by way of spin-off, may not be assigned to any third parties, except for cases of universal succession (inherence or reorganization of a legal entity). Transfer of shares of the Company following 28 March 2008 does not result in the transfer of the right to receive shares of the company, to be incorporated as a result of the reorganisation of the Company by way of spin-off.

In accordance with Clause 53(8) of the Federal Law "On Joint Stock Companies", the Company hereby informs the shareholders of the number of the members of the bodies of the company to be incorporated as per the draft charter of the company to be incorporated: board of directors – 6 members, supervision committee – 3 members. Proposals concerning nomination of candidates to the board of directors and the supervision committee, as well as to the position of the sole executive body of the company, to be incorporated as a result of the reorganisation of the Company by way of spin-off, shall be submitted to the Company not later than 45 days prior to the extraordinary general meeting of shareholders of the Company.

In accordance with Clause 75 of the Federal Law "On Joint Stock Companies" the Company hereby informs the shareholders that the shareholders are entitled to demand redemption by the Company of all or a part of the shares own by them, if they vote against reorganization of the Company or do not participate in voting on this matter. The list of shareholders entitled to demand redemption by Company of the shares owned by them, shall be compiled on the basis of the data of the shareholders' register of the Company as of the date of the list of persons entitled to participate in the meeting, i.e. 28 March 2008. The said right to demand redemption of the shares of the Company may not be assigned to any third parties except for cases of universal succession (inheritance or reorganization of a legal entity). Transfer of shares of the Company after 28 March 2008 does not result in the transfer of the right to demand redemption of shares of the Company. The redemption of the shares of the Company shall be performed by the Company at the price, approved by the Board of directors of the Company on the basis of the valuation report prepared by an independent appraiser: RUR 2,001.00 (two thousand and one roubles only) per one ordinary share of the Company, in following order:

1.     The shareholder entitled to demand redemption of all or a part of their shares by the Company, shall submit a written demand specifying the residence (location) address of the shareholder and the amount of shares to be redeemed to the Company at the following address: Matrosova St., 7, Lebedyan, Lipetskaya oblast, 399610, Russia. The signature of a shareholder (an individual) or their representative on the shareholder’s demand as well as on the revocation of the said demand shall be certified by a notary or the registrar maintaining the shareholders' register of the Company. The demand of a shareholder whose shares are recoded on the account of a nominal holder, shall be accompanied by the original extract from the depo account as of the date of the list of shareholders entitled to demand redemption by the Company of shares owned by them (28 March 2008).

2.     The shareholder’s redemption demand shall be submitted to the Company not later than 45 days after the date when the extraordinary general meeting of shareholders of the Company takes a decision on the reorganization of the Company. The demand submitted to the Company after the expiry of this period or containing incomplete or inaccurate information, shall not be considered. A shareholder shall not be entitled to revoke (alter) their demand upon expiry of the said period.

3.     The persons registered in the register of shareholders shall submit to the registrar the information on altering the data specified by Clause 3.4.1 of the Regulation On Maintaining the Register of Registered Securities Holders (approved by Resolution No. 27 of the Federal Securities Commission of Russia on 2 October 1997). In case the registered person failed to submit the information on altering the relevant data or submits incomplete or inaccurate information on altering the relevant data, the shareholder’s redemption demand may not be satisfied, and the Company and the Registrar shall bear no liability for any damages incurred thereby.

4.     If a shareholder of the Company claims purchase of a larger amount of shares than the amount of shares owned by them, as registered in the Register of shareholders entitled to claim the Company’s purchase of shareholders owned by them, them only the shares owned by them according to the said register, taking into consideration provisions of Par.5 below, shall be purchased.

5.     Should the total value of the shares to be redeemed exceed 10% of the value of the Company's net assets as of the date of the decision on the reorganization of the Company of the general meeting of shareholders of the Company, the shares shall be redeemed pro rata to the submitted demand (in accordance with provisions of Clause 76(5) of the Federal Law "On Joint Stock Companies").

6.     The Company shall redeem the shares of the shareholders, who submitted redemption demands within 30 days after the expiry of the 45-day period after the decision on the Company reorganization is made by the general meeting of shareholders of the Company.

7.     In the period between the receipt by the Company of the shareholder’s redemption demand and the moment of making a record in the shareholders' register of the Company on transfer of title to the redeemed shares to the Company, or the moment of revocation of the said demand by the shareholder, the shareholder may not dispose of or encumber the said shares under transactions with any third parties, of which restriction a relevant record shall be made in the shareholders' register of the Company.

8.     The shares redeemed by the Company, shall be transferred to the Company in accordance with 76(6) of the Federal Law "On Joint Stock Companies".

Board of Directors, JSC Lebedyansky

Voting ballots for the extraordinary general shareholders' meeting will be sent to each person, included into the list of persons entitled to participate in the extraordinary general meeting of shareholders of the Company, no less than 20 days before the extraordinary general shareholders' meeting takes place. The persons, included into the list of persons entitled to participate in the extraordinary general meeting of shareholders of the Company (their representatives), may either present at such meeting in person or send the filled in voting ballots to the Company. When counting quorum and results of voting, the votes represented by the voting ballots received by the Company no later than 2 days prior to the date of the extraordinary general shareholders' meeting, will be taken into account.

The postal address for sending voting ballots to the Company: Matrosova St., 7, Lebedyan, Lipetskaya oblast, 399610 Russia.

The Company hereby informs the shareholders of the following alterations to the notice on convening the extraordinary general meeting of shareholders of OJSC Lebedyansky (hereinafter, the "Company"), that is planned to take place on 16^th June 2008 (hereinafter, the "Meeting"):

In connection with the fact that the expected number of shareholders owning voting shares of the company to be incorporated as a result of the reorganisation of the Company may exceed one thousand (as per data of the list of persons entitled to participate in the Meeting, received by the Company), in the light of paragraph 2 of Clause 66 (3) of the Federal Law "On Joint Stock Companies" (as amended) the Company hereby informs the shareholders of the number of the members of the board of directors of the company to be incorporated as a result of the reorganisation of the Company, which number shall be 7 as per the draft charter of the company to be incorporated as a result of the reorganisation of the Company.

The information published previously about the number of the members of the board of directors of the company to be incorporated is not effective.

Board of directors of OJSC Lebedyansky