TIDMUEN
RNS Number : 7933L
Urals Energy Public Company Limited
31 December 2018
Dissemination of a Regulatory Announcement that contains inside
information according to REGULATION (EU) No 596/2014 (MAR).
31 December 2018
Urals Energy Public Company Limited
("Urals Energy", the "Company" or the "Group")
Posting of Circular to Shareholders
and
Notice of Extraordinary General Meeting
On 11 December 2018, the Company announced that it had received
a notice from Adler Impex S.A. (the "Requisitioner") requiring the
Company to convene an extraordinary general meeting to consider
resolutions to remove the Existing Directors from the board of
Urals Energy (the "Board") and to replace them with Mr Vladimir
Rusinov, Mr Alexey Maximov, Mr Vasily Mesheryakov and Mr
Jean-Pascal Hilaire Peltier.
The Board announces that Company has today posted a Circular to
Shareholders (the "Circular") including a notice convening an
Extraordinary General Meeting of the Company (the "Extraordinary
General Meeting").
The Board UNANIMOUSLY recommends that Shareholders VOTE
AGAINST
all the Resolutions proposed by the Requisitioners at the
Extraordinary General Meeting
The Circular and a Form of Proxy will be available shortly on
the Company's website, www.uralsenergy.com.
Extracts from the Circular are set out further below. Any
references to page numbers, appendices, or 'this document' refer to
the Circular. All capitalised terms used throughout this
announcement shall have the meanings given to such terms in the
Definitions section of this announcement and as defined in the
Circular.
For further information, please contact:
Urals Energy Public Company Limited
Andrew Shrager, Chairman Tel: +357 22 451686
Leonid Dyachenko, Chief Executive Officer
Allenby Capital Limited
Nominated Adviser and Broker
Nick Naylor / Alex Brearley Tel: +44 (0) 20 3328
5656
www.allenbycapital.com
LETTER FROM THE CHAIRMAN
The Board of Urals Energy UNANIMOUSLY recommends that
Shareholders VOTE AGAINST all the Resolutions proposed by the
Requisitioners at the Extraordinary General Meeting
Since 10 October 2018, the Company has been required to make a
number of regulatory announcements which concern transactions by
its Petrosakh subsidiary that have come to light and were not
approved by the Board. The Board commissioned an independent review
of these transactions by Crowe Russaudit LLC ("Crowe"), the results
of which were announced on 22 November 2018. The Board believes
that a total that is the equivalent of approximately US$5.1 million
of loans have been made by the Group on the authority of the
President of Petrosakh, Mr Sergey Kononov ('Mr Kononov'), without
the Board's approval. Approximately US$0.17 million of these loans
have subsequently been repaid, although the Board believes that
some or all of the remaining amounts may be irrecoverable.
On 11 December 2018, your Board announced that it had received a
notice from the Requisitioner requiring the Company to convene an
extraordinary general meeting to consider resolutions to remove the
Existing Directors from the Board and to replace them with Mr
Vladimir Rusinov, Mr Alexey Maximov, Mr Vasily Mesheryakov and Mr
Jean-Pascal Hilaire Peltier. The Board notes that Mr Maximov is the
former Chief Executive Officer of the Company. The Board believes
that the Requisition has been instigated by Mr Kononov, as the
Board believes that the Requisitioner is owned by a trust the
beneficiaries of which are members of the family of Mr Kononov.
In accordance with Cypriot law and the Company's constitution, I
am now writing to Shareholders to convene the Extraordinary General
Meeting to propose the Requisitioner's Resolutions and to explain
why the Board unanimously recommends that you continue to back the
Existing Directors. This document contains the notice of the
Extraordinary General Meeting, which is to be held at 11:00 a.m.
Cyprus time on 22 February 2019 at the registered office of the
Company at Glafkos Tower, Office 501, 5th floor, 3 Menandrou
street, Nicosia, CY-1066, Cyprus, at which the Requisitioner's
Resolutions will be considered.
This document should be read in full. The attention of
Shareholders is drawn to Appendix 1, which provides information
regarding the position relating to voting on the various
Requisitioner's Resolutions at the Extraordinary General Meeting,
as prescribed in the Company's Articles of Association.
The Existing Directors would like to highlight the following
points to Shareholders:
-- The Existing Directors have rebuilt the Group's asset
portfolio over the last four years, which has resulted in
significant increases in the Group's base of reserves and
prospective resources.
-- The Group has oil production levels of approximately 2,000
barrels per day. Under the Existing Directors the Company paid its
first dividend in 2017, and prior to the recently announced loans
and transactions made/undertaken by Petrosakh that were not
authorised by the Board, it was the publicly stated intention of
the Existing Directors to pay a dividend in 2018.
-- The Board believes that Mr Kononov's actions, which have been
required to be announced as they have emerged, have led to a
substantial reduction in shareholder value.
-- The Board has previously sought to reach agreement with Mr
Kononov, offering proposals including that:
- Mr Vladimir Rusinov be appointed to the Board, taking the role
of Group Chief Executive Officer from Mr Dyachenko who would
resign, with Mr Rusinov also assuming the role of President of
Petrosakh on an interim basis from Mr Kononov, who would resign
from that position, as well as repay or refinance the loans and
transactions by Petrosakh that were not authorised by the Board;
or
- He or the Requisitioner make an offer to all shareholders that
are independent of the Requisitioner, at a price which would be
recommended by the Board.
Thus far there has been limited progress in respect of such
proposals.
-- In the meantime, the Board has been in discussion with
potential partners for the Group's operations and hopes to be able
to bring forward proposals in the first quarter of 2019. The
Board's objective is to address the short-term working capital
deficit of the Group, caused primarily by the actions of Mr
Kononov, as well as provide the necessary capital for the
development of the Group's assets.
-- If the Board is supported by Shareholders at the
Extraordinary General Meeting, it will proceed to take action to
remove Mr Kononov from his position as President of Petrosakh. The
Board caveats that this process could take time and could involve a
legal process in Russia, if Mr Kononov continues to resist its
proposals.
-- The Board has chosen 22 February 2019 as the date for the
Extraordinary General Meeting in order to allow its AIM nominated
adviser sufficient time to carry out customary due diligence and
satisfy itself as to Board composition and the suitability of the
Alternative Directors for the purposes of the AIM Rules. There can
be no certainty that this due diligence process will be
satisfactorily concluded, which could potentially lead to the
Company's AIM nominated adviser resigning and trading in the
Company's shares on AIM being suspended and possibly cancelled (if
no replacement AIM nominated adviser is appointed within one month
of such a suspension). A key part of the Company's AIM nominated
advisers' requirements will be for the Alternative Directors to
demonstrate that they are 'independent' of Mr Kononov and that they
will continue to seek repayment of the loans that were not
authorised by the Board.
-- Thus far, very little information has been provided by the
Requisitioner in respect of the proposed strategy to be pursued by
the Alternative Directors. The Board assumes that the Alternative
Directors will at some point explain their perspective on the
Group's current circumstances and their proposals to secure the
funding of the Group, as well as their strategy for the future
development of the Group's assets.
WHY YOU SHOULD VOTE AGAINST THE REQUISITIONERS' PROPOSALS:
-- The Requisitioner has not put forward any strategy for the
Company going forward and some of the loans made by Petrosakh to
date on Mr Kononov's authority appear to be dubious and incapable
of repayment.
Very little information has been provided by the Requisitioner.
In particular, the Requisitioner has not put forward any proposals
for how the Requisitioner or the Alternative Directors would intend
to fund the Group's significant working capital deficit.
The Board believes that the Requisition has been instigated by
Mr Kononov, as the Board believes that the Requisitioner is owned
by a trust the beneficiaries of which are members of the family of
Mr Kononov. Since June 2018, whilst Mr Kononov has been its
President, Petrosakh has expended a significant amount of the
Group's capital by making a net investment directly into the shares
of the Kholmsk Seaport on Sakhalin Island.
Since June 2018, Petrosakh has also provided a number of loans
that are connected with the Kholmsk Seaport or its stakeholders,
with these loans being substantial relative to the Group's working
capital requirements. Petrosakh lent a total of approximately
Russian Roubles 97 million (equivalent to approximately US$1.4
million) to the Kholmsk Seaport directly. In July 2018, Petrosakh
made loans to Mr Y L Freidis, which represent a total of
approximately Russian Roubles 96 million (equivalent to
approximately US$1.4 million). The Board understands that Mr
Freidis holds a 19.9% voting interest in the Kholmsk Seaport and is
also an employee of Petrosakh. The Board understands that the
Kholmsk Seaport was in financial distress and has only avoided
bankruptcy proceedings due to Petrosakh covering its debts as the
Kholmsk Seaport's creditors pursued it in the Russian courts. The
Kholmsk Seaport still has other substantial liabilities and it is
not clear whether Petrosakh will be able to recover its loans. The
Board is considering the possible impairment of all the above
loans.
The pattern of lending activity by Petrosakh, as described
above, which occurred in the second half of 2018, whilst Mr Kononov
has been Petrosakh's President represents, in the view of the
Board, a substantial and unjustifiable deviation from the Group's
oil exploration and production business. This pattern of lending,
in conjunction with other transactions by Petrosakh, has also led
to a substantial Group working capital deficit.
Additionally, as announced by the Company on 22 November 2018,
in May 2016, the Company's Arcticneft subsidiary issued a
short-term loan to a company named Igrovoy Kontinent LLC ("Igrovoy
Kontinent") amounting to US$360,000. On 15 March 2017, Arcticneft
assigned the loan issued to Igrovoy Kontinent to PRO-ARTS LLC
("PRO-ARTS"), in accordance with a loan assignment agreement. As at
15 March 2017, US$360,000 was equivalent to approximately Russian
Roubles 23.1 million. According to Mr Kononov's explanations,
Arcticneft assigned the loan to PRO-ARTS to eliminate any
connection with Igrovoy Kontinent as a participant in the tender
for purchasing a right to develop the Dagi field. As at 31 October
2018, PRO-ARTS had not repaid its debt to Arcticneft. The Board
does not believe that Igrovoy Kontinent or PRO-ARTS, on the basis
of their publicly available accounts as detailed in the independent
report by Crowe, have the means to repay the loan.
In 2017, Petrosakh made loans of approximately Russian Roubles
98 million (equivalent to approximately US$1.4 million) to a
company named Maxitrans LLC ("Maxitrans"). Furthermore, the General
Director of Maxitrans was appointed as an employee of Petrosakh.
This company already had substantial liabilities before the loan
was made and it would appear to the Board, on the basis of their
publicly available accounts as detailed in the independent report
by Crowe, that it is unlikely to be able to repay its loans to the
Group.
-- The Existing Directors believe that the Requisition has been
instigated by the very individual who they believe has
significantly damaged the financial condition of the Group and
caused a substantial reduction in shareholder value.
The closing mid-market price of the Company's Ordinary Shares on
AIM on 9 October 2018 was 75 pence, with this being the day prior
to the release of the first announcement on 10 October 2018 in
relation to a transaction authorised by Mr Kononov that had not
been approved by the Board. The closing mid-market price of the
Company's Ordinary Shares on AIM on 27 December 2018, being the
last practicable date prior to the finalisation of this document,
was 23.5 pence, representing a decrease of approximately 68.7%. The
Board attributes a significant amount of this reduction in
shareholder value to consequences of the actions of Mr Kononov.
As at the date of this document, the Existing Directors believe
that the Group is likely to face a total working capital deficit of
up to approximately US$5 million in the coming months, unless the
loans and transactions made/undertaken by Petrosakh, that were
authorised by Mr Kononov without reference to the Board, are repaid
in the near term or an alternative solution to the Group's working
capital issues is found.
-- If a new board is appointed, the Board cannot guarantee that
this new board will take any action against Mr Kononov or seek the
loan repayments referred to above.
-- The Board also believes that Mr Kononov is seeking to take
control of Urals Energy at board level without paying shareholders
for such control.
-- The Existing Directors cannot provide any guarantees that the
Requisitioner's Resolutions, if passed, will not pose a risk to the
continued admission of the Company's Ordinary Shares to trading on
AIM due to the suitability of the Alternative Directors and the new
Board for the purposes of the AIM Rules.
Shareholders should be aware that the Requisitioner's
Resolutions, if passed, could potentially pose a risk to the
admission of the Ordinary Shares to trading on AIM. If the
Requisitioner's Resolutions are passed, the Company's AIM nominated
adviser will need to consider the proposed Alternative Directors
and the composition of a new Board in connection with the overall
suitability of the Company to be a company with shares admitted to
a public market in the UK.
In order to comply with the AIM Rules, the Company's AIM
nominated adviser must undertake customary due diligence on the
Alternative Directors and satisfy itself as to Board composition
and suitability.
The Alternative Directors have made contact with the Company's
AIM nominated adviser in order to commence the director due
diligence process. The Existing Directors have chosen 22 February
2019 as the date for the Extraordinary General Meeting in order to
allow sufficient time for this due diligence process, although
there is no guarantee that this will be completed by the time of
the Extraordinary General Meeting, nor of the eventual outcome of
the due diligence process.
The Company's AIM nominated adviser will need to consider, inter
alia, the recent background concerning the Group and the
Requisition, including the recent loans and transactions
made/undertaken by Petrosakh, and the Alternative Directors'
independence, as nominees of a substantial shareholder that the
Existing Directors believe is owned by a trust for the benefit of
the family of Mr Kononov. As at the date of this document the AIM
nominated adviser's considerations on the above themes are at an
early stage, as the director due diligence process has only
recently started and the AIM nominated adviser has not yet met with
the Alternative Directors.
In the event that the Company's AIM nominated adviser cannot
reach a satisfactory conclusion in this respect and as to the
suitability of any new Board for the purposes of the AIM Rules,
then should all of the Requisitioner's Resolutions be passed, the
AIM nominated adviser may determine that it should resign,
potentially with immediate effect. Following the resignation of the
Company's AIM nominated adviser taking effect, in the absence of
the appointment of a new AIM nominated adviser, trading in the
Company's Ordinary Shares on AIM will be suspended. If the Company
cannot appoint a replacement AIM nominated adviser within one month
of such suspension, the admission of the Company's Ordinary Shares
to trading on AIM will be cancelled and, unless other arrangements
are put in place, Shareholders will not be able to trade their
Ordinary Shares. The Existing Directors are of the view that, in
the circumstances, there can be no guarantee that a replacement AIM
nominated adviser can be appointed within the appropriate
timescale.
Shareholders should also be aware that the Company will no
longer be bound by the AIM Rules if the admission of the Company's
Ordinary Shares to trading on AIM were to be cancelled. As a
consequence, investors would not be able to benefit from certain of
the protections provided by the AIM Rules. For example, the Company
would no longer be required to announce material events, interim or
final results or transactions (including transactions with related
parties) and certain previously prescribed corporate governance
procedures may not be adhered to by the Company in the future as an
unquoted company. Shareholders' approval would also not be required
for reverse takeovers and/or fundamental changes in the Company's
business. The Company will no longer be bound to comply with the
corporate governance requirements applicable to UK-quoted companies
and the Company would also no longer be required to have an AIM
nominated adviser, nor be required to retain a broker.
The Existing Board are aware that the Company's AIM nominated
adviser is, in light of the recent actions taken by Mr Kononov,
considering whether to continue to act as the Company's AIM
nominated adviser. Should the Company's AIM nominated adviser
resign before the Extraordinary General Meeting is held, the
Existing Board do not believe that it would be possible for the
Company to appoint a new AIM nominated adviser before the
Extraordinary General Meeting and this would result in trading in
the Company's Ordinary Shares on AIM being suspended (and cancelled
if the Company cannot appoint a replacement AIM nominated adviser
within one month of such suspension).
RECOMMATION of the BOARD
For the reasons set out above, the Board considers that the
Requisitioner's Resolutions to:
-- remove the Existing Directors, being Andrew Henry Shrager,
Leonid Dyachenko and Stephen Myers Buscher; and
-- replace them with the Alternative Directors, being Vladimir
Rusinov, Alexey Maximov, Vasily Mesheryakov and Jean-Pascal Hilaire
Peltier,
are, in each case, not in the best interests of the Company or
Shareholders as a whole. The Board therefore unanimously recommends
that all Shareholders VOTE AGAINST the Requisitioner's Resolutions,
as all the Existing Directors have undertaken to do in respect of
their aggregate beneficial holdings of Ordinary Shares.
ACTION TO BE TAKEN
You will find, set out at the end of this document, a Notice
convening the Extraordinary General Meeting, to be held at 11:00
a.m. Cyprus time on 22 February 2019 at the registered office of
the Company at Glafkos Tower, Office 501, 5th floor, 3 Menandrou
street, Nicosia, CY-1066, Cyprus, at which the Requisitioner's
Resolutions will be considered. The full text of the
Requisitioner's Resolutions is set out in the Notice.
Voting at the Extraordinary General Meeting will be by poll and
not on a show of hands and each Shareholder entitled to attend and
who is present in person or by proxy will be entitled to one vote
for each Ordinary Share held in relation to the proposed removal of
each of the Existing Directors, and four votes for each Ordinary
Share held in relation to the proposed appointments of the
Alternative Directors which may be cast in any amount for or
against any of the Alternative Directors. Further details regarding
voting on the Requisitioner's Resolutions can be found in Appendix
1 to this document.
HOW TO VOTE AGAINST THE REQUISITIONERS' PROPOSALS IF YOU HOLD
YOUR SHARES IN CERTIFICATED FORM:
-- Complete the Form of Proxy for use at the Extraordinary
General Meeting which is enclosed with this document.
-- Whether or not you intend to be present at the Extraordinary
General Meeting, you should complete and sign the Form of Proxy in
accordance with the instructions printed on it.
-- Please return the Form of Proxy so as to be deposited at the
registered office of the Company and received by the secretary of
the Company, as soon as possible and, in any event, no later than
11:00 a.m. on 20 February 2019.
-- Shareholders wishing to complete their paper Form of Proxy in
line with the Board's recommendation should place an "X" in the
boxes under the heading "Against" for the Requisitioner's
Resolutions numbered 1-3.
-- Shareholders wishing to complete their paper Form of Proxy in
line with the Board's recommendation should also insert the desired
number of shares they wish to vote 'Against' in the boxes under the
heading "Against" for the Requisitioner's Resolutions numbered 4-7,
provided that the total number of shares voted does not exceed the
cumulative number of shares for voting.
-- The completion and return of a Form of Proxy will not
preclude you from attending and voting in person at the
Extraordinary General Meeting if you wish to and are so
entitled.
HOW TO VOTE AGAINST THE REQUISITIONER'S RESOLUTIONS IF YOU HOLD
DEPOSITARY INTERESTS:
-- Holders of Depositary Interests should complete a Form of Instruction.
-- To be valid the accompanying Form of Instruction for use in
connection with the Extraordinary General Meeting should be
completed, signed and returned as soon as possible and, in any
event, so as to reach Computershare Investor Services PLC by 9:00
a.m. (Greenwich Mean Time) on 19 February 2019.
-- Holders of Depositary Interests wishing to complete their
paper Form of Instruction in line with the Board's recommendation
should place an "X" in the boxes under the heading "Against" for
the Requisitioner's Resolutions (1-3).
-- Holders of Depositary Interests wishing to complete their
paper Form of Instruction in line with the Board's recommendation
for the Requisitioner's Resolutions (4-7) should either (i) place
an "X" in the boxes under the heading "Against" or (ii) indicate
the desired number of shares they wish to vote 'Against' in a
separate schedule, provided that the total number of shares voted
does not exceed the Holders of Depositary Interests' number of
shares for voting.
The Board of Urals Energy UNANIMOUSLY recommends that
Shareholders VOTE AGAINST the Requisitioner's Resolutions
at the Extraordinary General Meeting
Yours faithfully,
Andrew Shrager
Non-Executive Chairman
APPIX 1: INFORMATION REGARDING VOTING AT THE EXTRAORDINARY
GENERAL MEETING
Voting at the Extraordinary General Meeting will be by poll and
not on a show of hands and each Shareholder entitled to attend and
who is present in person or by proxy will, pursuant to, inter alia,
regulation 16 under the Articles of Association, be entitled
to:
-- one vote for each Ordinary Share held in relation to the
proposed removal of each of the Existing Directors (resolutions
1-3), and
-- four votes for each Ordinary Share held in relation the
proposed appointment of the Alternative Directors (resolutions 4-7)
which may be cast in any amount for or against any of the
Alternative Directors. Therefore, if a Shareholder holds 100
Ordinary Shares, the Shareholder will have 400 votes in relation to
the proposed appointments, which can be allocated in any amount
amongst the Alternative Directors. For example, the Shareholder
could cast one vote for each of three Alternative Directors, and
397 votes for the fourth.
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
AIM: AIM, a market operated by the London
Stock Exchange
AIM Rules: the AIM Rules for Companies which
govern the admission and trading
of a company's securities on AIM
and the AIM Rules for Nominated Advisers
published by London Stock Exchange
Group plc
Alternative Directors: Mr Vladimir Rusinov, Mr Alexey Maximov,
Mr Vasily Mesheryakov and Mr Jean-Pascal
Hilaire Peltier
Articles of Association the current articles of association
of the Company, as adopted on 9 November
2017
Board: the current board of directors of
the Company, being the Existing Directors
Company or Urals Energy: Urals Energy Public Company Limited,
a company Incorporated and registered
in Cyprus under the Cyprus Companies
Law, Cap, 113 (as amended)
CREST: the relevant system (as defined in
the CREST Regulations) in respect
of which Euroclear UK & Ireland Limited
is the operator (as defined in the
CREST Regulations)
CREST Regulations: the Uncertificated Securities Regulations
2001 of the United Kingdom
Depositary Interests: depositary interests representing
Ordinary Shares
Extraordinary General Meeting: the extraordinary general meeting
of the Company to be held at 11:00
a.m. Cyprus time on 22 February 2019
(and any adjournment thereof) for
the purposes of considering and,
if thought fit, passing the Requisitioner's
Resolutions
Existing Directors: Andrew Henry Shrager, Leonid Dyachenko
and Stephen Myers Buscher, being
the current directors of the Company
Form of Instruction: the form of written instruction for
use by Depositary Interest holders
in connection with the Extraordinary
General Meeting;
Form of Proxy: the Form of Proxy enclosed with this
document for use by Shareholders
in connection with the Extraordinary
General Meeting
Group: the Company and its subsidiaries
Mr Kononov: Mr Sergey Kononov, the President
of Petrosakh
Notice: the notice of the Extraordinary General
Meeting set out on page 13 of this
document
Ordinary Shares: the ordinary shares of nominal value
US$0.126 each in the capital of the
Company, having the rights set out
in the Company's Articles of Association
Petrosakh: JSC Petrosakh, the Company's 98.56%
owned subsidiary
Requisition: the notice received on 11 December
2018 from the Requisitioner to call
an extraordinary general meeting
of the Company to propose the Requisitioner's
Resolutions
Requisitioner: Adler Impex S.A., a company which
the Board believes is owned by a
trust the beneficiaries of which
are members of the family of Mr Kononov,
and is the registered holder of 5,628,069
Ordinary Shares, which is equivalent
to 44.59% of the Company's issued
Ordinary Share capital
Requisitioner's Resolutions: the resolutions set out in the Notice
Shareholders: holders of Ordinary Shares
UK or United Kingdom: the United Kingdom of Great Britain
and Northern Ireland
pence, GBP or p: the lawful currency of the United
Kingdom
US$: the lawful currency of the United
States of America
All times referred to in this section are local time in Cyprus
unless otherwise indicated.
All references to legislation in this document are to the
legislation of the Republic of Cyprus unless the contrary is
indicated. Any reference to any provision of any legislation shall
include any amendment, modification, re-enactment or extension
thereof.
Words importing the singular shall include the plural and vice
versa, and words importing the masculine gender shall include the
feminine or neutral gender.
NOTICE OF EXTRAORDINARY GENERAL MEETING
URALS ENERGY PUBLIC COMPANY LIMITED ("Company")
Notice of Extraordinary General Meeting
NOTICE is given that an Extraordinary General Meeting of the
Company will be held at the registered office of the Company at
Glafkos Tower, Office 501, 5(th) floor, 3 Menandrou street,
Nicosia, CY-1066, Cyprus on 22 February 2019 at 11:00 a.m. Cyprus
time to consider and, if thought fit, pass the following
resolutions:
To be proposed as ordinary resolutions:
1. THAT Andrew Henry Shrager be removed from office as director
of the Company in accordance with section 178 of the Companies Law
Cap. 113, (the "Law") with immediate effect.
2. THAT Leonid Y. Dyachenko be removed from office as director
of the Company in accordance with section 178 of the Law with
immediate effect.
3. THAT Stephen Myers Buscher be removed from office as director
of the Company in accordance with section 178 of the Law with
immediate effect.
4. THAT Vladimir Rusinov be appointed as director of the Company
in accordance with Regulation 15 of the Company's Articles of
Association with immediate effect.
5. THAT Alexey Maximov be appointed as director of the Company
in accordance with Regulation 15 of the Company's Articles of
Association with immediate effect.
6. THAT Vasily Mesheryakov be appointed as director of the
Company in accordance with Regulation 15 of the Company's Articles
of Association with immediate effect.
7. THAT Jean-Pascal Hilaire Peltier be appointed as director of
the Company in accordance with Regulation 15 of the Company's
Articles of Association with immediate effect.
By order of the Board
Leonid Y. Dyachenko, Chief Executive Officer
Dated: 28 December 2018
A member of the Company entitled to attend and vote at this
meeting is entitled under Cypriot law to appoint one or more
proxies to attend and on a poll vote on his behalf. A proxy need
not be a member of the Company. Proxy forms and other relevant
material will be sent to the shareholders in due course.
Please see Appendix 1 of the circular to Shareholders that
accompanies this notice for Information regarding voting at the
Extraordinary General Meeting.
EXPECTED TIMETABLE OF EVENTS
Event Time and date
Latest time and date for 11:00 a.m. Cyprus time on 20 February
receipt of Forms of Proxy 2019
from Shareholders
Latest time and date for 9:00 a.m. Greenwich Mean Time on 19
receipt of Forms of Instruction February 2019
from holders of Depositary
Interests
Voting record time for 8:00 p.m. Cyprus time on 20 February
Shareholders to be eligible 2019
to attend the Extraordinary
General Meeting
Voting record time for 6:00 p.m. Greenwich Mean Time on 19
holders of Depositary Interests February 2019
to be eligible to attend
the Extraordinary General
Meeting
Time, date and location 11:00 a.m. on 22 February 2019
of the Extraordinary General at the registered office of the Company
Meeting at Glafkos Tower, Office 501, 5th floor,
3 Menandrou street, Nicosia, CY-1066,
Cyprus
-ENDS-
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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