URALCHEM announces the results of the Extraordinary General Shareholders Meeting of Voskresensk Mineral Fertilizers, OJSC
Moscow, Russia – 19 December, 2008 – URALCHEM, OJSC, (“URALCHEM”), one of the largest producers of nitrogen and phosphate fertilizers in Russia and the CIS, today announced the decisions approved by the shareholders of Voskresensk Mineral Fertilizers, OJSC (hereinafter – the Company) at the extraordinary general shareholders meeting on 11 December, 2008.
The Company’s shareholders approved the following decisions on the items of the agenda:
Item 1: Determination of the number, face value, and class (type) of the Company’s declared shares:
To determine that Voskresensk Mineral Fertilizers, OJSC is entitled to allocate 1 000 000 000 (one billion) ordinary registered shares with the nominal value of 0.01 (one hundredth) rouble each (ordinary shares) and the total nominal value of 10 000 000 (ten million) roubles in addition to the outstanding ordinary registered shares.
The ordinary registered shares of Voskresensk Mineral Fertilizers, OJSC to be allotted shall vest their holders with the rights stipulated in section V of the Articles of Association of the Company (“Rights of the Holders of the Company’s Outstanding Shares. Rights Associated with the Company’s Declared Shares.”).
Item 2: Alterations to the Company’s Articles of Association:
1) To introduce the following alterations to the Articles of Association of Voskresensk Mineral Fertilizers, OJSC:
To state clause 4.2 of the Company’s Articles of Association as the following.
“4.2. In addition to the outstanding shares the Company is entitled to allot 1 000 000 000 (one billion) ordinary registered shares (declared shares) with the nominal value of 0.01 (one hundredth) roubles each and the total nominal value of 10 000 000 (ten million) roubles.
Ordinary registered shares declared for allotment shall vest their holders with the rights stipulated in section V of the Articles of Association of the Company (“Rights of the Holders of the Company’s Outstanding Shares. Rights Associated with the Company’s Declared Shares”).
2) To instruct the Company’s General Director to provide for the implementation of all necessary arrangements to introduce the alterations and additions to the Articles of Association of Voskresensk Mineral Fertilizers, OJSC and register the said alterations in accordance with the established procedure.
Item 3: Increase of the Company’s authorized capital through allotment of additional ordinary registered shares by way of closed subscription:
To increase the authorized capital of Voskresensk Mineral Fertilizers, OJSC by 9 284 040 (nine million two hundred eighty four thousand forty) roubles through allotment of additional shares with the following issue characteristics and allotment conditions:
- Type, class, and form of issue of the shares being allotted: ordinary (registered) book-entry shares with the nominal value of 0.01 (one hundredth) rouble each.
- The number of the additional ordinary shares is 928 404 000 (nine hundred twenty eight million four hundred four thousand) shares within the number of the declared shares of Voskresensk Mineral Fertilizers, OJSC.
- Method for allotment: closed subscription
- Persons to which the additional shares shall be allotted:
1) The persons added to the list of persons who hold the preemption right to purchase the Company’s additional shares of the present issue are the Company’s shareholders – holders of ordinary shares whose names have been entered in the shareholders register by the time of forming the list of persons who are entitled to participate in the general shareholders meeting where the decision to increase the authorized capital through allotment of additional shares by way of closed subscription is made, who voted against or did not participate in the voting on the increase the authorized capital of the Company through allotment of additional shares by way of closed subscription.
2) To the sole participant of closed subscription, should he acquire the Company’s additional shares of the present issue left unallotted after the shareholders have exercised their preemption right to purchase the shares.
Full official name: Pricewell Limited (in Russian: Прайсвелл Лимитед).
Short official name: not provided.
Taxpayers Identification Number: the company is not registered as a taxpayer in
Location: Themistokli Dervi 3, JULIA HOUSE, P.C. 1066,
- The procedure for determination of the price of additional shares allotment:
Price of additional shares allotment (also, the price of allotment of additional shares to the persons on the list of persons who hold the preemption right to acquire the shares being allotted should the said right accrue) is determined by the Company’s Board of Directors within the period from the date of state registration of additional issue of shares until the date of allotment of shares.
- Method of payment for the additional shares being allotted:
The shares are paid with monetary funds by a bank transfer to the Company’s account in roubles or in a foreign currency in accordance with the effective legislation of the
- Other conditions for the allotment of additional shares shall be determined by the Resolution on the Issue of Shares, approved by the Company’s Board of Directors.
The decision to convene the extraordinary general shareholders meeting of the Company to consider the proposed agenda was made at the Meeting of the Board of Directors of URALCHEM on 12 December, 2008.