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2016-07-21

Notice of Special General Meeting in Vostok New Ventures Ltd

Notice of Special General Meeting in Vostok New Ventures Ltd

Stockholm, 2016-07-21 08:29 CEST (GLOBE NEWSWIRE) --

Notice is hereby given to the shareholders and the holders of depository
receipts in Vostok New Ventures Ltd (“Vostok New Ventures” or the ”Company”)
that a Special General Meeting
(the “Meeting”) of shareholders shall be held on Friday, 5 August 2016 at 11.00
CEST, at Advokatfirman Vinge, Smålandsgatan 20 in Stockholm, Sweden.

Notice to attend etc.

Holders of depository receipts in respect of common shares of US$ 0.32 par
value each in the Company wishing to attend the Meeting shall:

(1) be listed in the register of holders of depository receipts kept
by Euroclear Sweden AB on Friday, 29 July 2016; and

(2) notify the Company of the intention to attend the Meeting not
later than Monday, 1 August 2016 by mail at the address c/o Vostok New Ventures
AB, Hovslagargatan 5, 111 48 Stockholm, Sweden, mark the envelope “Special
General Meeting 2016”, by telephone +46 8 545 01 550, by fax +46 08 545 01 554
or by e-mail to sgm2016@vostoknewventures.com. The holder of depository
receipts shall state his or her name, personal or company identification
number, address as well as telephone number. If a holder of depository receipts
intends to be represented by proxy, the name of the proxy holder shall be
stated.

Holders of depository receipts represented by proxy shall issue dated and
signed power of attorney for the proxy. If the power of attorney is issued on
behalf of a legal entity, a certified copy of a registration certificate or a
corresponding document for the legal entity shall be appended. The power of
attorney in original and, where applicable, the registration certificate should
be submitted to the Company by mail at the address set forth above well in
advance of the Meeting. The form to use for a power of attorney can be found on
www.vostoknewventures.com.

Holders of depository receipts who hold their receipts through nominees (Sw.
förvaltare) must request a temporary registration of the voting rights in order
to be able to participate at the Meeting. Holders of depository receipts who
want to obtain such registration must contact the nominee regarding this well
in advance of Friday, 29 July 2016.

Proposed agenda

1. Election of Chairman for the Meeting.

2. Preparation and approval of voting list.

3. Approval of the agenda.

4. Election of one or two persons to check and sign the minutes.

5. Resolution that the Meeting has been duly convened.

6. Resolution to approve the acquisition of shares in BlaBlaCar
from, among others, Luxor Capital Group and to effect a new common share issue
for the consideration of non-cash property.

7. Closing of the Meeting.

Chairman for the Meeting (item 1)

The Board of Directors proposes that Jesper Schönbeck, member of the Swedish
Bar Association, is elected as Chairman for the Meeting.

Resolution to approve the acquisition of shares in BlaBlaCar from, among
others, Luxor Capital Group and to effect a new common share issue for the
consideration of non-cash property (item 6)

The Board of Directors proposes that the Meeting resolves (i) to approve the
acquisition of shares in Comuto SA (“BlaBlaCar”) from among from, among others,
Luxor Capital Group in accordance with what is set out in the press release
available at the Company’s website www.vostoknewventures.com, and (ii) to
approve an increase in the Company’s issued share capital by not more than US$
2,197,365.12 by an issue of not more than 6,866,766 new common shares of US$
0.32 per value each in consideration for non-cash property for such common
shares of the Company (the “Issue in kind”).

The following terms shall apply for the Issue in kind.

The right to subscribe for depositary receipts representing the new common
shares in the Company (“SDRs”) shall be granted only to Luxor Capital Partners,
LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP, Lead
Edge Capital II L.P, Lead Edge Capital II QP L.P and Lead Edge Partners
Opportunity III L.P., with a right and obligation for each of them to pay for
such new common shares with non-cash property consisting of shares BlaBlaCar
to the Company.

Subscription for SDRs representing the new common shares in the Company shall
be made on a subscription list from and including 5 August 2016 and up to and
including 8 August 2016. However, the Board of Directors shall be entitled to
extend the subscription period at its sole discretion.

Payment for the SDRs representing the new common shares in the Company shall be
made by transfer of shares in BlaBlaCar (non-cash consideration) to the Company
not later than 8 August 2016. However, the Board of Directors shall be entitled
to extend the period for payment at its sole discretion.

The assets to be transferred to the Company as the payment of non-cash
consideration (as described above) have been valued by the Board of Directors
to have an estimated aggregated value of US$ 45,479,595, which corresponds to a
subscription price of approximately US$ 6.62 per new SDR, which according to
the Board of Directors’ assessment does not exceed the real value of the
depository receipts. When valuing the assets representing the non-cash
consideration, the Board of Directors has used the value of the shares used in
the last known transaction with BlaBlaCar shares of the same classes, and
verified the value using several methods of valuation. Based on the information
presented in connection with negotiations, due diligence, and other information
known to the Board of Directors about BlaBlaCar and its business, the Board of
Directors has estimated that the value of the assets representing the non-cash
consideration is at least equal to the aggregate par value of the new common
shares of US$ 2,197,365.12 to be issued to Luxor Capital Partners, LP, Luxor
Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP, Lead Edge
Capital II L.P, Lead Edge Capital II QP L.P and Lead Edge Partners Opportunity
III L.P. In practice, the value at which the non-cash consideration will be
accounted for in the Company's balance sheet may, due to applicable accounting
rules, change depending on the circumstances on the transaction date but will
not be less than the aggregate par value of the new common shares to be issued.
The Board of Directors has been provided with a fairness opinion issued by
Pareto Securities AB to support the valuation referred to above.

The new common shares shall be entitled to dividends for the first time on the
record date for dividends that occurs immediately following the registration of
the new common shares.

Majority requirements and miscellaneous for the resolution regarding item 6

Due to Luxor Capital Groups ownership of more than 10 per cent of the shares in
the Company, the planned acquisition of its shares in BlaBlaCar is a so called
related-party transaction under the Swedish Securities Council’s statement
2012:05 (“AMN 2012:05”). Even though AMN 2012:05 strictly applies only to
Swedish companies, the Board of Directors has considered it to be of importance
to follow the principles set in AMN 2012:05, in particular regarding valuation
and shareholder approval.

The resolution in accordance with the Board of Directors’ proposal in respect
of item 6 requires support for the proposal of shareholders representing not
less than half of the votes cast at the general meeting, however not taking
into account shares and votes in the Company held by Luxor Capital Group.

The Board of Directors has in accordance with AMN 2012:05 provided a statement
regarding the acquisition as well as obtained a fairness opinion from Pareto
Securities AB in support of its valuation and its statement. The documents are
available at the Company’s website www.vostoknewventures.com.

_______________________

July 2016

The Board of Directors of Vostok New Ventures Ltd

Registered office: Clarendon House, 2 Church Street, Hamilton, HM 11, Bermuda

Författare SSE

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