On November 27, at the request of Uralchem, JSC, an extraordinary general meeting (EGM) of PJSC Togliattiazot shareholders has been held.
At the EGM, the shareholders decided to terminate prematurely the powers of the management company (JSC Corporation Togliattiazot) and members of the company's board of directors. The EGM elected a new board of directors, which included representatives of Uralchem, JSC Andrey Ermizin, Sergey Momtsemlidze, Mikhail Lopatin, Dimitry Tatyanin, and Artur Karamashev.
Dimitry Tatyanin, Legal Affairs Director of Uralchem, JSC was elected as the Chairman of the Board of Directors. Anatoly Shablinsky was elected General Director of PJSC Togliattiazot. Prior to this appointment, Anatoly managed the KCCW Branch of Uralchem in the city of Kirovo-Chepetsk, Kirov Region.
In addition, by the decision of the EGM, amendments were made to the Articles of PJSC Togliattiazot Charter related to the activities of the Chairman of the Board of Directors of the Company (in the new version, they will organize the work of the Board of Directors, convene and preside over meetings of the Board of Directors of the Company, organize the keeping of minutes at meetings) and operations of the General Meeting of Shareholders (in the new version, the Chairman and the Secretary will be elected at the General Meeting of Shareholders by a majority of votes of shareholders owning voting shares of the Company and participating in the meeting). The number of members in the Board of Directors remained unchanged – 5 people.
Oleg Egerev, who was appointed by the court as the financial manager of the property of Togliattiazot co-owner Sergei Makhlai as part of the Makhlai bankruptcy procedure, voted with the controlling stake in PJSC Togliattiazot. The decisions of the EGM were adopted by an absolute majority – more than 80% of the votes.
When holding the EGM, Uralchem acted strictly in accordance with the current legislation and the effective decision of the Arbitration Court of the Samara Region dated November 22, 2021.
An extraordinary meeting of ToAZ shareholders was convened after a court decision was made on the request of Uralchem, JSC and its member Khimaktivinvest JSC. On August 18, Uralchem sent a request to ToAZ to convene and hold an EGM with an agenda for the early termination of the powers of ToAZ's management bodies, and the election of a new board of directors. According to the legislation on joint stock companies, a meeting of shareholders dedicated to the election of the board of directors must be held within 75 days from the date the request is submitted. In this case, no later than November 3.
However, the board of directors of Togliattiazot refused to comply with the requirements of the legislation of the Russian Federation on convening an EGM under the pretext of a worsening epidemiological situation in the Samara Region and the introduction of non-working days from October 25 to November 7. To defend its rights as a shareholder of PJSC Togliattiazot, Uralchem was forced to go to court. In the statement of claim, Uralchem highlighted the necessity and possibility of complying with all requirements and anti-COVID measures, since the assembly hall of the plant office is designed to accommodate 180 people, whereas the number of shareholders participating personally in the meetings does not exceed 20 people.
In addition, in accordance with the decree of the Governor of the Samara Region, despite the announced non-working week, the backbone enterprises of the region – to which Togliattiazot belongs – had to continue their work, observing the requirements for epidemiological safety ensuring. Based on this, Uralchem claimed that the actions of ToAZ's board of directors maliciously violate the requirements of the law and the shareholders’ rights.
The decisions made by the meeting of shareholders aim to improve the efficiency of the financial and economic activities of PJSC Togliattiazot and restore law and order at the enterprise.
Dimitry Tatyanin, Legal Affairs Director of Uralchem, JSC:
“The Arbitration Court of the Samara Region ordered us to hold the extraordinary meeting of shareholders, which has been held in full compliance with the Russian legislation on joint stock companies. Decisions on all issues on the agenda were made by an absolute majority of votes – more than 80%. Uralchem recognizes as positive the decisions of the majority of shareholders to terminate prematurely the powers of the management company and to change members of the board of directors. We regard the activities of the previous management bodies as contradicting the interests of PJSC Togliattiazot and causing significant economic damage to the enterprise. The decisions made by the meeting of shareholders aim to restore normal production and financial activities of ToAZ, increase the efficiency of the enterprise, bring back law and order to it. We believe that the new board of directors will end the vicious practice of illegal withdrawing money from the plant and will ensure that the enterprise is upgraded. We also expect that, in accordance with the decision of the Komsomolsk District Court of Togliatti made in 2019, Togliattiazot and Uralchem will receive compensation in the amount of 87.3 billion rubles for the damage caused by the actions of ToAZ beneficiaries in previous years.”