8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): September 13, 2012

CENTRAL EUROPEAN DISTRIBUTION CORPORATION

(Exact Name of Registrant as Specified in Charter)

DELAWARE	001-35293	54-1865271
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
3000 Atrium Way, Suite 265 Mount Laurel, New Jersey		08054
(Address of Principal Executive Offices)		(Zip Code)

(856) 273-6980

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Mr. Christopher Biedermann as Chief Financial Officer

On September 14, 2012, Mr. Christopher Biedermann resigned from his position as Chief Financial Officer of Central European Distribution Corporation (“CEDC”). Mr. Biedermann will remain available to CEDC to assist CEDC’s finance team for a transition period.

In connection with Mr. Biedermann’s resignation, CEDC and Mr. Biedermann have entered into a separation agreement (the “Separation Agreement”) providing for certain severance benefits in an aggregate amount of approximately $1.1 million plus fringe benefits and accrued salary and paid time off. In addition, under the Separation Agreement, Mr. Biedermann has agreed to serve as a consultant to CEDC until December 14, 2012 for which he will receive a fee of $27,000 per month.

Appointment of Mr. Bartosz Kolacinski as interim Chief Financial Officer

On September 14, 2012, the Board of Directors of CEDC appointed Mr. Bartosz Kolacinski as interim Chief Financial Officer of CEDC.

Bartosz Kolacinski (age: 38) has served as Deputy Chief Financial Officer of the CEDC group since October 2008. Prior to joining CEDC, Mr. Kolacinski spent 10 years working at Ernst & Young in Poland. During his time at Ernst & Young, Mr. Kolacinski spent eight years with Ernst & Young’s Audit Department working on various significant audit engagements. Mr. Kolacinski also spent two years with Ernst & Young’s Corporate Finance Department as a Manager in the Transaction and Advisory Services group, where he was responsible for the coordination and management of due diligence projects in different industries.

Mr. Kolacinski graduated from the Technical University of Lodz in 1999 with a Master and Engineer degree in Organization and Management.

Item 8.01 Other Events.

Corporate Governance Framework

On September 13, 2012, the Board of Directors of CEDC approved a framework for the corporate governance of CEDC (the “Corporate Governance Framework”). The Corporate Governance Framework provides, in summary, as follows:

• As soon as practicable, but in any event upon the filing by CEDC of its restated financial statements with the United States Securities and Exchange Commission (the “SEC”), Mr. Roustam Tariko shall be appointed interim President of CEDC (“Interim President”). Mr. Tariko will serve as Interim President on a temporary basis until the earlier of (a) such time as a permanent Chief Executive Officer is appointed by the Board of Directors of CEDC and (b) March 31, 2013. The Interim President shall supervise the operations of CEDC other than in Poland and shall exercise certain other rights with respect to CEDC’s export business and import business in Poland as described in the Corporate Governance Framework. Mr. Tariko will retain his position as Chairman of the CEDC Board of Directors.

• The Interim President shall also be responsible for developing a strategic development plan for the CEDC group, as well as a plan for synergies to be realized between CEDC and Russian Standard, both to be presented to the CEDC Board of Directors for its consideration.

• Mr. David Bailey shall continue as Interim Chief Executive Officer of CEDC (the “Interim CEO”). For so long as Mr. Tariko serves as Interim President, the Interim CEO shall be responsible for company-wide finance and CEDC’s operations in Poland, as well as the administrative, reporting, legal, compliance and audit functions of CEDC.

• CEDC’s by-laws shall be amended to provide for the role of a lead director on the CEDC Board of Directors. The lead director shall have the power to call meetings of the CEDC Board of Directors and, during any time when the Chairman of the CEDC Board of Directors has executive responsibilities, the lead director shall serve as Vice Chairman of the CEDC Board of Directors with primary responsibility to set the agenda for and chair meetings of the CEDC Board of Directors.

• The Russia Oversight Committee of the CEDC Board of Directors shall not operate for so long as Mr. Tariko is Interim President.

The foregoing description of the Corporate Governance Framework does not purport to be complete and is qualified in its entirety by reference to the Corporate Governance Framework, a copy of which is attached as an exhibit hereto and is incorporated by reference herein.

Update on Financial Restatement

As previously disclosed, upon the recommendation of CEDC’s management, CEDC’s Board of Directors has concluded that CEDC’s financial statements for all reporting periods from and after January 1, 2010 should no longer be relied upon primarily due to the fact that certain retroactive rebates and trade marketing expenses were not properly recorded by CEDC’s principle operating subsidiary in Russia, the Russian Alcohol Group. The Audit Committee of CEDC’s Board of Directors initiated an internal investigation regarding CEDC’s retroactive rebates, trade marketing expenses and related accounting issues. CEDC currently expects this internal investigation to conclude by the end of September or shortly thereafter.

In connection with the expected restatement, CEDC intends to file amended Quarterly Reports on Forms 10-Q for affected periods in 2011 and 2012 and an amended Annual Report on Form 10-K for the fiscal year ended December 31, 2011. CEDC expects to be able to file such amended Annual and Quarterly Reports, as well as its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, with the SEC as soon as practicable following completion of its internal investigation.

Because CEDC’s accounting review and investigation are ongoing, the estimated timing included herein is subject to change.

Forward-Looking Information

This Current Report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements about the expected timing of the completion of the restatement. Forward looking statements are based on our knowledge of facts as of the date hereof and involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by our forward looking statements. Such risks include, among others, uncertainties regarding the timing of the completion of CEDC’s Audit Committee’s investigation and the restatement, unanticipated accounting issues or audit issues regarding the financial data for the periods to be restated or adjusted, the inability of CEDC or its independent registered public accounting firm to confirm relevant information or data, unanticipated issues which prevent or delay CEDC’s independent public accounting firm from concluding the audit or that require additional efforts, procedures or review and CEDC’s inability to design or improve internal controls to address the identified issues.

Investors are cautioned that forward looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward looking statements or to make any other forward looking statements, whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC’s Form 10-K for the fiscal year ended December 31, 2011, including statements made under the captions “Item 1A. Risks Relating to Our Business” and in other documents filed by CEDC with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Corporate Governance Framework approved by the board of directors of Central European Distribution Corporation on September 13, 2012
99.2	Press Release dated September 14, 2012

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Central European Distribution Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CENTRAL EUROPEAN DISTRIBUTION CORPORATION
By:	/s/ Bartosz Kolacinski
	Bartosz Kolacinski Chief Financial Officer

Date: September 18, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Corporate Governance Framework approved by the board of directors of Central European Distribution Corporation on September 13, 2012
99.2	Press Release dated September 14, 2012

EX-99.1

Exhibit 99.1

CEDC/RUSSIAN STANDARD STRATEGIC PARTNERSHIP

CORPORATE GOVERNANCE HEADS OF TERMS

RT has proposed to the Board to work temporarily in an executive position primarily to strengthen the Company’s operations. In this regard, the parties agree to the following variation to the corporate governance of CEDC (the “Company”).

The parties agree that unless otherwise specifically varied by these Heads of Terms (which may be reflected in amended and restated definitive documents), the terms and conditions of the Amended and Restated Securities Purchase Agreement and the Amended and Restated Governance Agreement (the “Amended Governance Agreement”), each dated July 9, 2012, will remain unchanged and continue to have full force and effect. Other than explicitly as set forth in these Heads of Terms, nothing in these Heads of Terms shall alter or otherwise limit Roust Trading Ltd.’s right and obligations under the Amended Governance Agreement.

Capitalized terms that are not otherwise defined herein shall have the meaning ascribed to them in the Amended and Restated Securities Purchase Agreement (the “Amended SPA”) and the Amended and Restated Governance Agreement.

SENIOR MANAGEMENT

Interim President

•      Roustam Tariko shall be appointed Interim President of the Company. •      RT agrees that he shall be Interim President of the Company on a temporary basis until the earlier of (a) such time as a CEO is appointed by the Board and (b) March 31, 2013, it being understood that the Board shall be permitted to extend the Interim President’s term at the Board’s discretion. •      For so long as RT is Interim President, the Interim President’s scope of authority will comprise: ¡     the operations of the Company and its subsidiaries (other than in Poland), including supply, manufacturing, distribution, brand development, import, marketing and trading and finance related to operations (including pricing, discounts and rebates and management of payables, receivables, spend, salaries, credit obligations and tax obligations), with managers operating in those areas reporting to the Interim President and new hires and personnel terminations in those areas being determined by the Interim President; ¡     with respect to operations in Poland, the Interim President shall have the authority to meet with the managers that report to the Interim CEO in coordination with the Interim CEO and shall be entitled to make operational recommendations to the Interim CEO for his good faith consideration; ¡      with respect to the Company’s finances the Interim President will be able to make recommendations to the Interim CEO and for the avoidance of doubt RTL retains all its rights under the RTL/CEDC partnership agreements; ¡     with respect to operations of the Company and its subsidiaries everywhere other than in Poland, the Interim President will keep the Interim CEO fully informed on a regular basis for purposes of strategy coordination and assessment of business results; and ¡     with respect to the export business, the Interim President will assume a lead role, provided, however, that the Interim President will keep fully informed the Interim CEO on a regular basis with respect to the export business for purposes of strategy coordination and assessment of business results; ¡      with respect to the import business in Poland, the Interim President will participate with the Interim CEO and the Interim President will have the right to object to any decision with the ability to elevate the matter to the Board for a determination. (for the avoidance of doubt, no transaction will be implemented until the Board has made a determination). •      The Interim President shall report directly to the Board and remains subject to the provisions set forth in Section 4 of the Company’s bylaws.

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Interim CEO

•      David Bailey shall continue to act as Interim CEO of the Company under the terms and conditions of his employment agreement, which shall not be varied as a result of the implementation of these Heads of Terms other than with respect to the scope of authority, which shall be restated as set forth below. •      For so long as RT is Interim President, the Interim CEO’s scope of authority will comprise: ¡      finance (including inter-company finance), administrative, reporting, legal and compliance and audit functions of the Company, including specifically the ongoing restatement and investigation processes (under the auspices of the audit committee); managers operating in those areas will report to the Interim CEO; any new hires or personnel terminations (other than those that are within the authority of the Interim President) in those areas will be proposed by the Interim CEO (after consultation with the Interim President) to the Board; provided, however, that hiring and termination of senior management shall be subject to the provisions set forth below under “Senior Management”; ¡     the operations of the Company and its subsidiary in Poland, including supply, manufacturing, distribution, brand development, import, marketing and trading (including pricing, discounts and rebates and management of payables, receivables and spend), with managers operating in those areas reporting to the Interim CEO and new hires and personnel terminations in those areas will be proposed by the Interim CEO to the Interim President; provided, however, that hiring and termination of senior management shall be subject to the provisions set forth below under “Senior Management”; ¡     the Interim CEO will notify the Interim President before making any intercompany transactions related to the Russian operations and no such transactions will be consummated if the Interim President objects pending a resolution of such matter by the Board; ¡     the Interim President may challenge decisions of the Interim CEO regarding finances by discussing those issues first with the Interim CEO, and if not resolved, then the Interim President may raise such issues for decision by the Board; ¡     with respect to operations in Russia, the Interim CEO shall have the authority to meet with the managers that report to the Interim President in coordination with the Interim President and shall be entitled to make operational recommendations to the Interim President for his good faith consideration; ¡     with respect to operations in Poland, the Interim CEO will liaise with the Interim President on a regular basis for purposes of strategy coordination and assessment of business results; ¡     reviewing and signing of the restated financials arising from the Company’s restatement; ¡     monitoring the activities of RT to assist the Russian Standard Relationship Committee in the fulfilment of its responsibilities; and ¡      the Interim President and the Interim CEO will lead the ongoing corporate restructuring in Russia and the composition of boards of directors of those companies. •      The Interim CEO shall report directly to the Board and remains subject to the provisions set forth in Section 4 of the Company’s bylaws.

Access to Information and Personnel

•      In order to carry out their respective responsibilities as senior executives of the Company, each of the Interim President and the Interim CEO shall have full access to Company information and personnel worldwide. The Interim President and Interim CEO shall work together to minimize duplication and/or disruption resulting from such requests and will keep each other fully informed of one another’s requests and activities.

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Strategic Plans	The Board proposes to develop in due course (i) an assessment of the operational management team of all group entities; (ii) a strategic development plan for the group and (iii) a synergy plan which identifies short and long-term actions. For this purpose the Interim President, together with his team will be responsible for: •      The creation of a Strategic Development Plan for the Group, which after its approval by the Board will be implemented by the Interim President. This plan should be presented not later than 45 days after the appointment of RT as the Interim President. •      The creation of a Synergy plan between the Company and Russian Standard, to be approved by the Russian Standard Relationship Committee and the Board to create substantial synergies between the two companies. All synergies identified by the plan will be premised on establishing an arms length commercial relationship between Russian Standard and the Company. This plan should be presented not later than 30 days after the appointment of RT as the Interim President.
Senior Management	•      Replacements for Senior Executive Management of the Company have to be approved by the Board. Any personnel identified by the Interim CEO or the Interim President as candidates for any such position shall be discussed with the other before being proposed to the Board or one of its committees. As per the Amended Governance Agreement, “Senior Executive Management” shall mean the chief executive officer, the chief financial officer, the chief operations officer and the director of investor relations. •      The parties agree that the activities of the CEO and CFO search committees will continue, with a view to identifying permanent replacement CEO and CFO as set forth in the Amended Governance Agreement. RT shall in parallel use his extensive network in the industry to recommend and present candidates to the CEO and CFO search committees as and when he sees fit. The search committees shall be permitted to appoint external consultants to help it fulfil their respective mandates as they see fit. •      Within 30 days of the appointment of the Interim President, the Interim President and the Interim CEO shall report to the Board on their joint assessment of existing Russian and Polish senior operational personnel and positions that require new hires and provide specific recommendations in this regard. The Interim President’s primary focus shall be Russia and the Interim CEO’s primary focus shall be Poland. •      For the avoidance of doubt, absent approval of the Board, no changes shall be made to senior management engaged in the restatement of the Company’s financial accounts until such time as the restatement shall have been completed and the SEC shall have cleared CEDC’s proxy statement and annual report on Form 10-K for the year ended December 31, 2011. •      For the avoidance of doubt, as set forth in Section 4 of the Company’s bylaws, appointment and removal of the Senior Executive Management of the Company shall be subject to approval of the Board and the terms of the Amended Governance Agreement.
BOARD OF DIRECTORS
Composition	•      Unless and until RTL acquires a majority of the voting capital of the Company, the Board will be composed of a majority of directors that are not appointed or designated by, or affiliated with, RTL or its Affiliates. •      The Special Committee of the Board consisting of non-RTL Directors shall continue to appoint a non-RTL Director as Lead Director.
Lead Director	•      The Company’s by-laws shall be amended, in keeping with the Company’s historical practice, to reflect that the Company shall have a Lead Director. The Lead Director shall have the power to call meetings of the Board. During any period of time when the Chairman has executive responsibilities and in light of the substantial time

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	commitment of such responsibilities, the Lead Director shall also have the designation Vice Chairman with the primary responsibility to set the agenda for and chair regular and special meetings. The Vice Chairman shall be required to consult with the Chairman in connection with any such meeting agenda and have no ability to limit the authority of the Chairman, including the authority of the Chairman to call a meeting of the CEDC Board. For the avoidance of doubt, the Chairman retains the right to chair any meeting that he chooses to call during this period.
RT Membership	•      RT shall be permitted to retain his position as member and Chairman of the Board notwithstanding his position as senior executive of the Company.
Russia Oversight Committee	•      The Russia Oversight Committee shall not operate during the time that RT is Interim President. Upon RT ceasing to be Interim President, unless otherwise agreed by Russian Standard, the Russia Oversight Committee shall begin to operate again and shall function in accordance with Section 2.1(l) of the Amended Governance Agreement; provided, however, that RT shall be a member of the Russia Oversight Committee in place of Mark Kaufman.
OTHER
By-laws	•      The Company will make appropriate changes to the By-laws to reflect and implement the above agreement.
Timing	•      These corporate governance changes will be announced promptly and take full effect as soon as practicable but in any event upon the filing by the Company of the restated accounts. Moreover, the Interim President and the Interim CEO will begin to work on the Strategic Plan and Senior Management and related elements of the governance structure outlined above on an informal basis as soon as they are comfortable doing so, and implement such other elements of this governance structure as will not interfere with or delay completion of the restatement or related investigation.
Conflicts of Interest	•      CEDC and RTL acknowledge that conflicts of interest will arise from time to time as the Interim President performs his duties for CEDC since the Interim President is not just a substantial equity and debt holder of CEDC but also the owner of RTL and its Affiliates. However, CEDC and RTL also believe that there are substantial benefits to CEDC that flow from the existing RTL/CEDC strategic partnership as well as the operational leadership that the Interim President will provide to CEDC. Accordingly, a number of steps are being taken to manage actual and potential conflicts of interest in a way that is responsible and practical. The Russian Standard Relationship Committee will be responsible for monitoring related party transactions between RTL and its affiliates, on the one hand, and CEDC, on the other hand, as follows: (i) any such transaction or series of related transactions involving aggregate consideration in excess of $20.0 million will be reviewed by the Russian Standard Relationship Committee in advance of implementation in order to ensure compliance with the covenants of the CEDC 2016 Bond Indenture and (ii) any such transaction or series of related transactions involving aggregate consideration of less than $20.0 million need not be reviewed in advance of implementation by the Russian Standard Relationship Committee as long as such transaction(s) are in compliance with the covenants of the CEDC 2016 Bond Indenture. In addition, the Interim President will be mindful of actual and potential conflicts of interest as he performs his duties and where any such conflicts are likely to be substantial or significant he will discuss his views with the Interim CEO and/or the Russian Relationship Committee. Finally, the Interim President will report regularly on any transactions that involve actual or potential conflicts of interest and in the event that the Interim CEO and/or the Russian Relationship Committee believe a review of such transaction is appropriate they will be permitted to do so.

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EX-99.2

Exhibit 99.2

CEDC and Russian Standard Deepen Strategic Alliance

Mt. Laurel, New Jersey – September 14, 2012 – Central European Distribution Corporation (NASDAQ: CEDC) announced today that it has agreed to appoint Mr. Roustam Tariko, the Chairman of the CEDC Board of Directors, to serve as Interim President of CEDC. CEDC intends for this appointment to deepen the strategic alliance between CEDC and Russian Standard Corporation. Mr. Tariko will be appointed to serve as Interim President as soon as practicable but in any event upon the filing by CEDC of its restated financial statements with the United States Securities and Exchange Commission.

Once appointed, Mr. Tariko will serve as Interim President of CEDC on a temporary basis until the earlier of the appointment of a permanent Chief Executive Officer of CEDC or March 31, 2013. In his role as Interim President of CEDC, Mr. Tariko will supervise CEDC’s operations outside of Poland. David Bailey will continue to serve as Interim CEO of CEDC with responsibility for company-wide finance and CEDC’s operations in Poland, as well as the administrative, reporting, legal, compliance and audit functions of CEDC.

Mr. Tariko will continue to serve as Chairman of the CEDC Board of Directors. However, in light of Mr. Tariko’s increased responsibilities at CEDC, the CEDC Board of Directors is amending the by-laws to provide for an increased role for the lead director also as Vice Chairman of the CEDC Board of Directors. Accordingly, Scott Fine will continue to serve as lead director and, upon the appointment of Mr. Tariko as Interim President of CEDC, Vice Chairman, of the CEDC Board of Directors.

CEDC also announced that Christopher Biedermann has resigned as CEDC’s Chief Financial Officer, and Bartosz Kolacinski, the current Deputy Financial Officer of the CEDC group, has been appointed Interim Chief Financial Officer. Mr. Biedermann will remain available to CEDC to assist CEDC’s finance team for a transition period.

Update on Financial Restatement

As previously disclosed, upon the recommendation of CEDC’s management, CEDC’s Board of Directors has concluded that CEDC’s financial statements for all reporting periods from and after January 1, 2010 should no longer be relied upon primarily due to the fact that certain retroactive rebates and trade marketing expenses were not properly recorded by CEDC’s principle operating subsidiary in Russia, the Russian Alcohol Group. The Audit Committee of CEDC’s Board of Directors initiated an internal investigation regarding CEDC’s retroactive rebates, trade marketing expenses and related accounting issues. CEDC currently expects this internal investigation to conclude by the end of September or shortly thereafter.

In connection with the expected restatement, CEDC intends to file amended Quarterly Reports on Forms 10-Q for affected periods in 2011 and 2012 and an amended Annual Report on Form 10-K for the fiscal year ended December 31, 2011. CEDC expects to be able to file such amended Annual and Quarterly Reports, as well as its Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, with the SEC as soon as practicable following completion of its internal investigation.

Because CEDC’s accounting review and investigation are ongoing, the estimated timing included herein is subject to change.

About Central European Distribution Company

CEDC is one of the world’s largest producers of vodka and Central and Eastern Europe’s largest integrated spirit beverage company. CEDC produces the Green Mark, Absolwent, Zubrowka, Bols, Parliament, Zhuravli, Royal and Soplica brands, among others. CEDC exports its products to many markets around the world, including the United States, England, France and Japan.

CEDC also is a leading importer of alcoholic beverages in Poland, Russia and Hungary. In Poland, CEDC imports many of the world’s leading brands, including Carlo Rossi Wines, Concha y Toro wines, Metaxa Liqueur, Rémy Martin Cognac, Sutter Home wines, Grant’s Whisky, Jagermeister, E&J Gallo, Jim Beam Bourbon, Sierra Tequila, Teacher’s Whisky, Campari, Cinzano, and Old Smuggler. CEDC is also a leading importer of premium spirits and wines in Russia with brands such as Concha y Toro, among others.

About Russian Standard Corporation

Russian Standard Corporation is one of Russia’s most successful private companies with business interests in premium vodka, spirits distribution, banking and insurance. Russian Standard Vodka is the global leader in authentic Russian premium vodka and the only Russian global brand with sales in over 75 markets around the world. Its 2011 sales exceeded 2.6 million 9-liter cases. Roust Inc. is one of Russia’s leading premium spirits distributors, representing such well-known brands as Gancia, Rémy Martin, Metaxa, St Remy, Cointreau, Jagermeister, Molinari, Whyte & Mackay, and Dalmore. In 2011, Russian Standard acquired a 70% stake in Gancia SPA, the legendary Italian wine-making company that created the first Italian sparkling wine. With 2000 hectares of vineyards, 5 million kilograms of grapes vinified, Gancia produces around 25 million bottles of sparkling wine, wines and aperitifs each year. Russian Standard Bank is the largest privately owned financial institution in Russia and is a leader in the Russian consumer finance market, including consumer loans and credit cards. Since 1999 the Bank has been setting new standards in consumer banking, with over 25 million clients, over US$45 billion in loans granted and 35 million credit cards issued. Russian Standard Bank is the exclusive issuer and service provider for American Express and Diners Club International cards in Russia.

Russian Standard Corporation has over 19,000 employees working in offices in Moscow, St Petersburg, New York, Paris, London and Kiev. The total assets of Russian Standard Corporation exceed US$5 billion.

Cautionary Statement about Forward-Looking Information

This press release contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, without limitation, statements about the expected effects of the CEDC management changes announced and the expected timing of the completion of the restatement. Forward looking statements are based on our knowledge of facts as of the date hereof and involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of CEDC to be materially different from any future results, performance or achievements expressed or implied by our forward looking statements. Such risks include, among others, uncertainties regarding the timing of the completion of CEDC’s Audit Committee’s investigation and the restatement, unanticipated accounting issues or audit issues regarding the financial data for the periods to be restated or adjusted, the inability of CEDC or its independent registered public accounting firm to confirm relevant information or data, unanticipated issues which prevent or delay CEDC’s independent public accounting firm from concluding the audit or that require additional efforts, procedures or review and CEDC’s inability to design or improve internal controls to address the identified issues.

Investors are cautioned that forward looking statements are not guarantees of future performance and that undue reliance should not be placed on such statements. CEDC undertakes no obligation to publicly update or revise any forward looking statements or to make any other forward looking statements,

whether as a result of new information, future events or otherwise, unless required to do so by securities laws. Investors are referred to the full discussion of risks and uncertainties included in CEDC’s Form 10-K for the fiscal year ended December 31, 2011, including statements made under the captions “Item 1A. Risks Relating to Our Business” and in other documents filed by CEDC with the Securities and Exchange Commission.

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Contact

Jim Archbold

Investor Relations Officer

Central European Distribution Corporation

856-273-6980

Anna Załuska

Corporate PR Manager

Central European Distribution Corporation

48-22-456-6061

Oleg Yegorov

Russian Standard Corporation

7-495-967-0990

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