XXI Century Invest.

26 April 2012

XXI Century Investments Public Limited

(«XXI Century» or the «»

Potential Debt Conversions and Trading Update

The Company announces that it is in advanced discussions regarding the possible capitalisation of debts of the Company owing to the group of companies («Renaissance (NZSE: RNS.NZ – news «, certain current and former Directors of the Company and companies associated with , a company which owns 60.1% of the shares in XXI Century and which is currently 100% owned by Mr (Chief Executive Officer and Interim Chairman of XXI Century and as previously announced on February 23, 2012, anticipated to be owned equally by Mr Oleg Salmin and DCH Immo Limited («DCH», a company indirectly beneficially owned by Mr Aleksander Yaroslavskyy («Ovaro». The completion of the sale of shares in Ovaro to DCH is now expected to occur by 20 May 2012, following approval by the relevant Ukrainian authorities. The capitalisation of these debts would be subject to shareholder approval and if implemented, would be expected to strengthen the cash position of the Company and establish a platform for future growth.

During 2011 and as detailed in the circular posted to shareholders on 16 December 2010, the US$20 million cash investment by Ovaro and the conversion of the US$175 million Guaranteed Secured Notes issued by the Company into substantially reduced pressures on the Company’s liquidity and working capital position and secured the Company’s survival. Taking into account the liabilities which accrued during the period 2009 to 2010, the financial position of the Company remains finely balanced.

The directors anticipate that net annual running costs for operating expenses, leasehold payments and taxes in 2012 will amount to approximately US$4.8 million. The Company has around US$9.0 million of current cash resources, which the Directors believe represents nearly two years of operating cushion without leaving any funding for new development projects. In this regard, the proposed debt capitalisations, if implemented, would save significant cash resources and strengthen the Company’s balance sheet.

With the exception of an adjustment for the previously announced sale of Lukyanivka and Luteranska projects during the financial year ended 31 December 2011, the Directors anticipate that the Company’s share in the value of the properties in its portfolio property valuation as at 31 December 2011 will be broadly in line with the valuation at 31 December 2010. Similarly with the exception of an adjustment for the sale of the Lukyanivka and Luteranska projects, the Directors anticipate that the Company’s debt position as at 31 December 2011 will be broadly in line with the position as at 31 December 2010.

Following the announcement of the planned sale of 50% of the shares in Ovaro to DCH the Company has carried out a comprehensive review of its activities and business model in order to protect its assets, and safeguard cash flow necessary to maintain operations and meet its ongoing financial obligations. The Company now plans to focus on its core real estate segments where it can leverage its experience and reputation in retail, residential and mixed-use developments. Accordingly, properties and projects deemed no longer important to the business, and which were not pledged as collateral to senior and secured lenders, are earmarked for sale. It is hoped that the sale of non-core projects will reduce carrying costs and generate income.

Further to the Company’s announcement on 25 April 2012 in relation to the proposed development for Auchan of part of a site owned in Kiev (the Vyrlysta project, the Board and management continue to believe that establishing strategic partnerships with international retailers as anchor tenants is likely to build value for the Company. The Board believes that these anchor tenants may attract other strong brand names and tenants in addition to facilitating securing financing for further development.

Though Ukraine’s real estate sector is still vulnerable to weaknesses in its major markets, the board of directors and management anticipate that the Ukrainian real estate market and property values are on the path of slow recovery. The directors believe that in light of improving property prices that the general long term outlook for the Ukrainian real estate market and its participants is cautiously optimistic. The directors believe that property values should continue to improve unless the debt crisis in some of the EU countries deteriorates further and contributes to another global recession.

The Company announced on 30 January 2012 that agreements had been entered into with Renaissance regarding the possible capitalisation of debts owing to it. The Company is now in discussions regarding a proposal that these and certain other debts (as set out below, together totalling US$7.94 million, be waived in consideration for the issue of new ordinary shares in the capital of the Company. If agreement can be reached, the price at which the new ordinary shares would be issued pursuant to the debt capitalisations is expected to be at, or around, a 15% discount to the 90 day volume weighted average price for the ordinary shares at the date on which binding agreements are signed. The debts comprise US$3.2 million owing to Renaissance, US$4.0 million owing to companies associated with Ovaro and US$0.74 million owing to certain former and current Directors of the Company.

The debt conversions, should they be implemented, would be related party transactions for the purposes of the AIM Rules for Companies, would be subject to shareholder approval and therefore if the agreements to effect the debt conversions are concluded, the Company will convene an extraordinary general meeting at which shareholders will have an opportunity to vote on the proposals. There is no certainty at this stage as to whether binding agreements to effect the proposed debt capitalisations will be concluded.

The Company is also considering the development of a number of other sites and the acquisition of a number of land plots in Kiev and throughout the Ukraine. In particular, the Company is considering participating in the possible development of a property in Donetsk which was sold by the Company in March 2010 at a time when the Company’s cash position was under severe strain, in order to provide critically needed liquidity. The Donetsk property is indirectly owned by Mr Oleg Salmin. Further announcements may be made in due course.

The Company is also considering various financing options, in order to allow it to progress strategic developments, including the remainder of the site in Kiev (the Vyrlysta project, part of which is to be developed with Auchan.

For further information, please contact:

XXI Century Investments Public Limited +380 44 2000 457ir@21.com.

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