• The Scheme of Arrangement and associated matters have been approved at the court meeting and the general meeting. All resolutions were passed by the requisite majorities.
  • Trading in the IBS Group GDRs on the Frankfurt Stock Exchange will be suspended as from October 29, 2014.
  • The IBS Group GDRs are expected to be delisted from the Frankfurt Stock Exchange on or around November 7, 2014 as a result of the cancellation of the IBS Group GDRs.

Ramsey, Isle of Man, October 27, 2014 - IBS Group Holding Limited ("IBS Group Holding") today announces that the proposals to reorganize the IBS group (the "Proposals") by means of a scheme of arrangement under Section 157 of the Isle of Man Companies Act 2006 (the "Scheme") were approved today.

At the court meeting, the required majority in number of those holders of IBS Group Holding's shares which are being offered shares in Luxoft Holding Inc. (the "Scheme Shareholders") present and voting, either in person or by proxy, representing approximately 99.7% in nominal value of the Scheme Shares in respect of which votes were cast, voted in favor of the resolution to approve the Scheme. The voting of those Scheme Shareholders who cast votes, either in person or by proxy, at the court meeting was as follows:

% of Scheme Shareholders(1) that voted 'For'

% of Scheme Shareholders that voted 'Against'

Totals (in person and by proxy)

99.7

0.3

(1) Bank of New York Mellon who acts as depositary for the holders of IBS Group GDRs (the "GDR Holders") and holds the underlying Scheme Shares on behalf of the GDR Holders participated in the court meeting as one of the Scheme Shareholders after receiving voting instructions from the respective GDR Holders prior to the meetings.

At the general meeting, the special resolution put to the meeting was duly passed. The special resolutions related to, among other things, the implementation of the Scheme and the reduction of the Company's share capital by the cancellation and extinguishment of the Scheme Shares pursuant to the Scheme. The voting of the company's shareholders who cast votes, either in person or by proxy, at the general meeting was as follows:

% of the company's shareholders that voted 'For'

% of the company's shareholders that voted 'Against'

Totals (in person and by proxy)

99.9

0.1

Pursuant to the Proposals, holders of the global depositary receipts of IBS Group Holding (the "IBS Group GDRs"), listed on the regulated market of the Frankfurt Stock Exchange (general standard) (ISIN: US4509391037), and issued and outstanding shares in IBS Group Holding other than the shares held by BXA Investments Ltd and Croyton Limited (the "Scheme Shares", and together with the IBS Group GDRs the "Scheme Securities") will receive, for each Scheme Security cancelled pursuant to the Scheme, 0.95 shares in Luxoft Holding, Inc.

IBS Group Holding now announces that:

(a) Trading in the IBS Group GDRs on the Frankfurt Stock Exchange is expected to be suspended as from 9 a.m. on October 29, 2014. The suspension of trading is effected in order to ensure that no trades in the IBS Group GDRs on the Frankfurt Stock Exchange will be unsettled at 6 p.m. on October 31, 2014 (the "Scheme Record Date") which is the relevant time for determining the entitlement of holders of IBS Group GDRs to receive shares in Luxoft Holding, Inc under the Scheme. Only such holders of IBS Group GDRs who are registered in the GDR register at the Scheme Record Date will be entitled to receive shares in Luxoft Holding, Inc.

(b) The Court Hearing where the Isle of Man Courts of Justice is expected to sanction the Scheme is expected to take place on November 6, 2014 and the Scheme is expected to become effective on November 7, 2014 (the "Scheme Effective Date").

(c) The Scheme Shares will be cancelled on the Scheme Effective Date. It is expected that the IBS Group GDRs will also be cancelled on or around November 7, 2014. As a result of the cancellation of the IBS Group GDRs the securities will be delisted from the Frankfurt Stock Exchange on or around November 7, 2014. In any event will the IBS Group GDRs be cancelled and delisted on November 20, 2014.

(d) The settlement of the Scheme and delivery of the shares in Luxoft Holding, Inc is expected to take place on or before November 20, 2014.

About IBS Group Holding Limited

IBS Group Holding is a leading software development and IT services provider in Central and Eastern Europe. Through its two principal subsidiaries, Luxoft and IBS IT Services, it offers a wide variety of information technology services, such as software development and IT services outsourcing, IT infrastructure and business applications implementation. IBS Group Holding has business operations in Russia, Ukraine, Romania, Poland, Germany, Switzerland, the UK, the USA, Vietnam and Singapore. IBS Group Holding's Global Depositary Receipts are listed on the Regulated Market (General Standard) at the Frankfurt Stock Exchange (Bloomberg: IBSG:GR; Reuters: IBSGq.F)

About Luxoft Holding, Inc

Luxoft is a leading provider of software development services and innovative IT solutions to a global client base consisting primarily of large, multinational corporations. Luxoft's services consist of core and mission critical software development and support, product engineering and testing, and technology consulting. Luxoft's solutions are based on its proprietary products and platforms that directly impact clients' business outcomes and efficiently deliver continuous innovation. Luxoft A Shares are listed on the New York Stock Exchange (NYSE: LXFT US).

For more information about IBS Group Holding please visit http://www.ibsgr.com or contact

Investor Relations:

Andrei Novikov

IR Director

tel: +7 (495) 967 8000 (ext.4095)

anovikov@ibs.ru


THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND YOU SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES ON THE BASIS OF INFORMATION CONTAINED IN THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, ISSUE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, NOR ANY SOLICITATION OF ANY OFFER TO PURCHASE, OTHERWISE ACQUIRE, ISSUE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES.

IN GERMANY AND AUSTRIA THE OFFER OF LUXOFT SHARES IS BEING MADE SOLELY BY MEANS OF, AND ON THE BASIS OF, A SECURITIES PROSPECTUS (INCLUDING ANY AMENDMENTS THERETO, IF ANY) TO BE PUBLISHED BY IBS GROUP HOLDING. THE SECURITIES PROSPECTUS WILL BE MADE AVAILABLE ON THE IBS GROUP HOLDING WEBSITE FOLLOWING ITS APPROVAL BY THE GERMAN FINANCIAL SUPERVISORY AUTHORITY (BAFIN).

THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS DOCUMENT AND/OR THE ACCOMPANYING DOCUMENTS IN OR INTO JURISDICTIONS OTHER THAN ISLE OF MAN, GERMANY OR AUSTRIA, MAY BE RESTRICTED BY LAW AND THEREFORE THIS DOCUMENT AND/OR THE ACCOMPANYING DOCUMENTS MAY NOT BE DISTRIBUTED OR PUBLISHED IN ANY JURISDICTION EXCEPT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS DOCUMENT AND/OR THE ACCOMPANYING DOCUMENTS COME SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY SUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED UNDER THE US SECURITIES ACT OR ARE EXEMPT FROM SUCH REGISTRATION. THE LUXOFT SHARES WILL NOT BE, AND ARE NOT REQUIRED TO BE, REGISTERED WITH THE SEC UNDER THE US SECURITIES ACT OF 1933 (THE "SECURITIES ACT") OR THE SECURITIES LAW OF ANY OTHER JURISDICTION AND MAY NOT BE OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS (AS DEFINED IN THE SECURITIES ACT) UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENT OF THE SECURITIES ACT IS AVAILABLE.

THE SECURITIES ISSUED PURSUANT TO THE SCHEME WILL BE ISSUED IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 3(A)(10). THEREOF. IF THE COURT APPROVES THE SCHEME, ITS APPROVAL WILL CONSTITUTE THE BASIS FOR THE SCHEME SHARES TO BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY SECTION 3(A)(10).

THE SCHEME SHAREHOLDERS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE SCHEME, INCLUDING THE MERITS AND RISKS INVOLVED. THE SCHEME CIRCULAR HAS NOT BEEN FILED WITH OR REVIEWED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY AND NONE OF THEM HAS APPROVED, DISAPPROVED, PASSED UPON OR ENDORSED THE MERITS OF THE SCHEME OR THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE SCHEME CIRCULAR. IT IS UNLAWFUL TO MAKE ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

NO CLEARANCES HAVE BEEN, NOR WILL BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA; NO PROSPECTUS IN RELATION TO THE LUXOFT SHARES HAS BEEN, OR WILL BE, LODGED WITH, OR REGISTERED BY THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION; AND NO REGISTRATION STATEMENT HAS BEEN, OR WILL BE, FILED WITH THE JAPANESE MINISTRY OF FINANCE IN RELATION TO THE LUXOFT SHARES. ACCORDINGLY, SUBJECT TO CERTAIN EXCEPTIONS, THE LUXOFT SHARES MAY NOT, DIRECTLY OR INDIRECTLY, BE OFFERED OR SOLD WITHIN CANADA, AUSTRALIA OR JAPAN OR OFFERED OR SOLD TO A RESIDENT OF CANADA, AUSTRALIA OR JAPAN.

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