Phosagro S Regulatory News (PHOR)

** NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE RUSSIAN FEDERATION **

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published by OJSC "PhosAgro". Copies of the Prospectus are available from the registered office of OJSC "PhosAgro" at Leninsky Prospect 55/1, Building 1, Moscow 119333, Russian Federation.

OJSC "PhosAgro"

("PhosAgro" or "the Company")

EXERCISE OF OVER-ALLOTMENT OPTION

PhosAgro, the Russian-based vertically-integrated global leader in the phosphate fertiliser industry today announces that the over-allotment option related to its initial public offering (the "Offering") has been exercised by Citigroup Global Markets Limited in its capacity as Stabilising Manager. The over-allotment option at the offer price for the global depository receipts ("GDRs") in the Offering is in respect of 1,923,270 GDRs.

The Offering was in the form of ordinary shares (the "Shares") to investors in Russia and both Shares and GDRs to international institutional investors and certain other eligible investors outside of Russia with thirty GDRs representing an interest in one Share.

Including the exercise of the over-allotment option, the total size of the Offering was 397,496 Shares and 28,458,390 GDRs, and comprised approximately 10.8% of the Company's total ordinary share capital.

Proceeds arising from the exercise of the over-allotment option will be received by Adorabella Limited, which together with Miles Ahead Management Limited were the Selling Shareholders of existing shares in PhosAgro and are companies organised and existing under the laws of Cyprus.

Total gross proceeds from the Offering, including the exercise of the over-allotment option, were US$565 million.

Citi, Renaissance Capital and Troika Dialog served as Joint Global Coordinators of the Offering. Citi, Renaissance Capital, Troika Dialog, Credit Suisse and BMO Capital Markets acted as Joint Bookrunners of the Offering. Raiffeisen Bank International acted as Co-lead Manager.

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Notes to Editors

PhosAgro is a vertically integrated global leader in the phosphate fertiliser industry. The Group focuses on the production of phosphate-based fertilisers, feed phosphate and high-grade phosphate rock, as well as ammonia and nitrogen-based fertilisers. In 2010, the Group was the largest phosphate-based fertiliser producer in Europe, the largest producer of high-grade phosphate rock worldwide and the third largest MAP/DAP producer in the world (excluding China). PhosAgro controls approximately 2.1 billion tonnes of high quality apatite-nepheline ore resources, which translates to over 75 years of production. The Group's strategic aim is to reinforce its position as a leading integrated global producer of fertilisers and to enhance overall value for its shareholders through increasing fertiliser and feed phosphate production capacities, utilising the full potential of its apatite-nepheline ore reserves base and continuing to improve operational flexibility and efficiency. PhosAgro is listed on the MICEX stock exchange (MICEX: PHOR) with its global depositary receipts listed on the London Stock Exchange (PHOR LI). The Group had revenues of approximately $2.5 billion in 2010 with EBIDTA of approximately $674 million. PhosAgro employs approximately 25,000 people.

For further information on PhosAgro please visit the company's website - www.PhosAgro.ru  

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These materials are not an offer for sale of any securities in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company has not registered and does not intend to register any portion of any offering in the United States or to conduct a public offering of any securities in the United States.

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could," "may" or "might" the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may differ materially. The Company does not intend 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 projections or forward-looking statements of the Company, including, among others, general economic conditions, the competitive environment, risks associated with operating in Russia, rapid technological and market change in the industries the Company operates in, as well as many other risks specifically related to the Company and its operations.

Neither these materials nor any copy of it may be taken or transmitted, directly or indirectly, into the United States, Australia, Canada, Japan or the Russian Federation. These materials do not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefore. The offer and the distribution of these materials and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

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(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (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 investment activity to which this communication relates will only be available to and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication is distributed in any member state of the European Economic Area which applies Directive 2000/71/EC (this Directive together with any implementing measures in any member state, the "Prospectus Directive" and amendments thereto, including Directive 2010/73/EC, to the extent implemented in the relevant member state) only to those persons who are investment professionals for the purposes of the Prospectus Directive in such member state, and such other persons as this document may be addressed on legal grounds, and no person that is not a relevant person may act or rely on this document or any of its contents.

Information contained in this communication does not constitute an advertisement, an offer or an invitation to make offers, sell, purchase, exchange or transfer any securities in Russia or to or for the benefit of any Russian person, and must not be passed on to third parties or otherwise be made publicly available in Russia. The GDRs have not been and will not be admitted to placement or public circulation in Russia and may not be offered to any person in the Russian Federation except as permitted by Russian law.

The Joint Bookrunners are acting exclusively for the Company and no one else in connection with the offering and will not regard any other person (whether or not a recipient of this press release) as their client in relation to the offering and will not be responsible to anyone other than the Company for providing the protections afforded to their client.