OREANDA-NEWS. Approval of composition of the Commission for reorganization of PJSC “UniCredit Bank” through its accession to PJSC “Ukrsotsbank”.

PJSC “Ukrsotsbank”, which operates under the UniCredit Bank trade mark, held an Extraordinary General Meeting of Shareholders on December 02, 2013.

During the meeting a number of important strategic decisions were taken on the merger of Ukrainian subsidiary companies - members of UniCredit: PJSC “UniCredit Bank” and PJSC “Ukrsotsbank”.

Borys Tymonkin, the Deputy Chairman of the Supervisory Board of PJSC “Ukrsotsbank”, was elected as the Chairman of the Extraordinary General Meeting of Shareholders of PJSC “Ukrsotsbank”.

The Extraordinary General Meeting of Shareholders also approved the Agreement on accession of PJSC “UniCredit Bankto PJSC “Ukrsotsbank”. The shareholders approved the Transfer balance-sheet, which recognized the transfer of property, property rights and obligations, assets and capital of PJSC “UniCredit Bank” as defined in the Transfer balance-sheet to PJSC “Ukrsotsbank” from the date of its approval. The balance-sheet of PJSC “Ukrsotsbank”, created on the basis of the Transfer balance-sheet of PJSC “UniCredit Bank” was approved as well.

By the shareholders' decision of 02 December 2013 a new Commission for Reorganization of PJSC “UniCredit Bank” through its accession to PJSC “Ukrsotsbank” was approved. The newly appointed Chairman and members of the Commission -Graziano Cameli, Giacomo Volpi, Vladyslav Rashkovan, Viktoriya Boronenko, Larysa Fedyaeva, Oleksandr Bragin and Valentina Yarmolenko - were authorized to take further actions regarding termination of PJSC “UniCredit Bank” through its accession to PJSC “Ukrsotsbank”.

At the meeting the shareholders approved the increase of PJSC “Ukrsotsbank” statutory capital to UAH 653,507,670 (six hundred fifty-three million five hundred seven thousand six hundred and seventy hryvnias) via issue of 6,535,076,700 (six billion five hundred thirty-five million seventy-six thousand seven hundred) ordinary registered shares of PJSC “Ukrsotsbank” with the nominal value of UAH 0.10 each for the purposes of conversion of the ordinary registered shares of PJSC “UniCredit Bank”, which is subject to termination via accession, into the ordinary registered shares of PJSC “Ukrsotsbank”, to which the accession is performed.

By the shareholders' decision the Management Board of PJSC “Ukrsotsbank” was defined as the authorized body entitled to carry out the actions on mandatory buy-out of shares from the shareholders who exercise the right to require mandatory buy-out of the ordinary registered shares owned by them.

Aimed at conversion of PJSC “UniCredit Bank” shares into PJSC “Ukrsotsbank” shares the decision on additional issue of PJSC “Ukrsotsbank” shares was approved on the following terms and conditions of conversion of ordinary shares: one (1) ordinary share of PJSC “UniCredit Bank” shall be exchanged for ten (10) ordinary shares of PJSC “Ukrsotsbank” (i.e., conversion of the shares shall be made at a nominal value of shares with the conversion ratio equal to 10).

The Management Board of PJSC “Ukrsotsbank” was authorized by the shareholders to approve the results of the placement (exchange) of the ordinary shares and the report on the results of the placement (exchange) of the ordinary shares.