Extraordinary AGM of OJSC RTS Will Take Place on August 5, 2011
OREANDA-NEWS. July 20, 2011. On June 21, 2011 the Board of Directors of Open Joint Stock Company "Russian Trading System" Stock Exchange (hereinafter referred to as OJSC RTS) made the decision to conduct an extraordinary general shareholders meeting of the Company.
The annual general shareholders meeting will include the joint presence of the shareholders.
The extraordinary general meeting will take place on August 5, 2011 at 10:00am MSK in the offices of RTS Stock Exchange at 4/7 Vozdvizhenka Str, Bld 1, 7th floor, 125009,
The list of persons who are eligible to participate in the meeting has been based on the OJSC RTS shareholders register as of June 21, 2011.
Registration of the meeting’s participants will start from 9:00am MSK on the day of the meeting.
The following documents should be submitted by those persons who are eligible to participate in the meeting (or their representatives) for registration:
for an individual shareholder: an identity document(s) which will allow his recognition in the list of persons who are eligible to participate in the meeting;
for a shareholder’s representative: the power of attorney granted by the individual and the representative’s identity document(s);
for a representative of a legal entity shareholder: the power of attorney granted by the legal entity and the representative’s identity document(s);
for a person acting on behalf of a legal entity who does not have the power of attorney by law or by constitutive documents: copy of the legal entity shareholder’s constitutive documents and document(s) which confirm his credentials (including a copy of the decision on his election and appointment), identity document(s);
for a representative of a shareholder who is a state body or municipal entity acting without the power of attorney on the basis of directions of federal laws or enactments issued by authorized state bodies or local authorities: a document(s) that confirm the appropriate credentials (service certificate, guidelines to vote, etc.) and an identity document(s).
The powers of attorney and other documents that confirm the right to act on behalf of a shareholder should be taken to the Counting board of OJSC RTS at registration.
Voting will be held using ballots during the meeting. OJSC RTS shareholders will be able to exercise their rights to participate in the extraordinary general meeting of shareholders by sending completed ballots to one the following addresses:
7th floor, 4/7 Vozdvizhenka Str, Bld 1,125009,
P/O box 9, 18 Stromynka Str, 107996,
Copies of documents indicated above should be properly certified and enclosed in the ballot.
Those shareholders registered to participate in the meeting as well as those whose votes are received at the above-mentioned addresses no later than 2 (two) days prior to the day of the extraordinary general meeting of OKSC RTS shareholders is held will be deemed as having participated in the meeting.
The agenda of the meeting is as follows:
Payment of dividends on shares of OJSC RTS for the first half of 2011.
Reorganization of OJSC RTS in the merger with Closed Joint-Stock Company Moscow Interbank Currency Exchange (hereinafter referred to as CJSC MICEX) including an approval of the Merger agreement and transfer deed.
Approval of the Merger of OJSC RTS to CJSC MICEX as the major transaction.
Approval of the framework agreement between OJSC RTS, CJSC MICEX, certain OJSC RTS shareholders and MICEX (CYPRUS) LIMITED as the major transaction with interested parties.
Approval of the deal on acquiring assets of Not-for-profit partnership "Russian Trading system" Stock Exchange" as the major transaction with interested parties.
Approval of a new version of the OJSC RTS Articles of Association.
Approval of new versions of Regulations on the OJSC RTS General meeting of shareholders, Regulations on the OJSC RTS Board of Directors and Regulations on the OJSC RTS Executive Board.
According to article 32, clause 4 of the Federal Law "On Joint-Stock Companies", those shareholders who own ordinary registered uncertified shares of OJSC RTS and who own preferred registered uncertified shares of OJSC RTS are eligible to vote as to item 2 of the agenda of the meeting.
Information (materials) which must be provided to persons eligible to participate in the extraordinary general meeting of OJSC RTS shareholders will be available for collection at 4/7 Vozdvizhenka Str, Bld 1,125009, Moscow, Russia, from July 6, 2011 to August 4, 2011, inclusive of business days from 10.00 am MSK to 6.00pm MSK. Above-mentioned information (materials) will be available for persons participating in the extraordinary general meeting of OJSC RTS shareholders on August 5, 2011 from 9.00 am MSK to close of meeting.
Please be advised that in accordance with articles 75 and 76 of the Federal Law "On Joint-Stock Companies", in the case of passing resolutions on item(s) 2-5 of the agenda by the extraordinary general meeting of OJSC RTS:
shareholders who own ordinary shares of OJSC RTS and who will vote against making the decision(s) on item(s) 2-5 of the agenda or who abstain from voting on relevant item (items) are eligible to claim OJSC RTS to buy out all or some of their OJSC RTS ordinary shares;
shareholders who own preferred shares of OJSC RTS and who will vote against making the decision on item 2 of the agenda or who abstain from voting on this item are eligible to claim OJSC RTS to buy out all or some of their OJSC RTS preferred shares.
The prices of shares repurchased by OJSC RTS will be:
207.5 (two hundred and seven point five) rubles per one ordinary registered uncertified share of OJSC RTS;
205 (two hundred and five) rubles per one preferred registered uncertified share of OJSC RTS.
Written claims to buy out shares of OJSC RTS from shareholders (hereinafter referred to as a Buyout claim) should be sent by registered post to one of the following addresses:
4/7 Vozdvizhenka Str, Bld 1,125009,
P/O box 9, 18 Stromynka Str, 107996,
Buyout claims should include the following information: a shareholder’s full name (of a person or a company),
data from an identity document (certificate of incorporation),
place of residence (office location),
number, category (type) of shares to be bought out and state registration number of such shares issue (additional issue),
method of payment (bank transfer or postal order),
bank account details in case of a bank transfer.
If the shares that are subject to repurchase have been registered on a securities account in a depository then an extract from the shareholder’s securities account containing information on the total number of OJSC RTS shares registered in the account, as well as the number of OJSC RTS shares which are subject to repurchase and so are blocked from operations should be enclosed in the Buyout claim.
Open joint-stock company "R.O.S.T. Registrar" (which maintains the OJSC RTS securities holders register) will accept the Buyout claims as well as withdrawals of them on behalf of OJSC RTS in accordance with clauses 75 and 76 of the Federal Law "On Joint-Stock Companies" and on the basis of an agreement between it and OJSC RTS.
The Buyout claim (and withdrawal of it) submitted by an individual shareholder shall contain the signature of such shareholder (or his authorized representative) confirmed by a notary or by the OJSC RTS register holder (Open joint-stock company "R.O.S.T. Registrar"). The Buyout claim (and withdrawal of it) submitted by a shareholder who is a legal entity shall contain the signature of a person authorized by such shareholder as well as the legal entity stamp.
The Buyout claims shall be submitted no later than 45 days after the resolution on item(s) 2-5 of the meeting agenda are passed by the extraordinary general meeting of OJSC RTS shareholders (hereinafter referred to as Term for submitting buyout claim). During this term a OJSC RTS shareholder is eligible to withdraw the Buyout claim in accordance with the form and the order similar to those used for submitting the Buyout claims.
OJSC RTS must repurchase the shares from the shareholders submitting the Buyout claims within 30 days from the expiration day of the Term for submitting a buyout claim.
The OJSC RTS Board of Directors will approve a report on the results of submitting the Buyout claims by the OJSC RTS shareholders (hereinafter referred to as Report on repurchase results) no later than 50 days after the respective resolutions are passed by the extraordinary general meeting of OJSC RTS shareholders.
The Open joint-stock company "R.O.S.T. Registrar" will submit records on the transfer of ownership on shares repurchased to OJSC RTS into the OJSC RTS register. This information will be based on the Repurchase results report, the Buyout claims, as well as documents outlining the fulfillment of the obligation to pay cash funds to a shareholder, submitted Buyout claims by OJSC RTS.
In accordance with article 76 of the Federal Law "On Joint-Stock Companies" the total amount of funds used by OJSC RTS for repurchasing the shares shall not exceed 10 per cent of OJSC RTS net asset value as at the time of when the resolutions on items 2-5 of the agenda are passed by the extraordinary general meeting of OJSC RTS shareholders. If the total number of shares subject to being repurchased exceeds the number of shares permitted for the repurchase in accordance with above-mentioned limit, then the shares shall be repurchased proportionally to claims submitted using mathematical rounding rule (which implies that the value of the whole share(s) shall remain unchanged if the first figure following the figure to be rounded off is between 0-4, and shall be increased by one only if the figure followed is between 5-9).
Dear shareholders please, feel free to contact OJSC RTS with all questions on OJSC RTS shares repurchasing during business hours at 4/7 Vozdvizhenka Str, Bld 1,125009,
Phone: (495) 705-90-31, (495) 705-90-32.
Fax: (495) 733-97-03.
Additional information on rights of shareholders who own OJSC RTS preferred shares
On June 28, 2011 the annual general meeting of OJSC RTS shareholders took place. The decision to pay dividends on OJSC RTS ordinary and preferred shares was made.
In accordance with clause 5 of article 32 of the Federal Law "On Joint-Stock Companies", shareholders who own preferred shares of definite type with the amount of dividend payments specified in the Article of association are eligible to participate in the shareholders general meeting with voting authority on all items discussed in the meeting. This general meeting must follow the previous meeting where no decision regarding dividends payment, or the decision to pay a part of dividends on the preferred shares, was made. Consequently, those shareholders who own OJSC RTS preferred shares will have the right to vote on all items of the agenda at the extraordinary general meeting of OJSC RTS shareholders on August 5, 2011.
In addition, in accordance with articles 75 and 76 of the Federal Law "On Joint-Stock Companies" if the extraordinary general meeting of OJSC RTS shareholders pass resolutions on item(s) 2-5 of the agenda then shareholders who own OJSC RTS ordinary shares and shareholders who own OJSC RTS preferred shares, and who will vote against passing resolutions on item(s) 2-5 of the agenda or abstain from voting on relevant item(s) are eligible to claim OJSC RTS to buy out all or some of their OJSC RTS shares.
Комментарии