OREANDA-NEWS. June 1, 2007. A program of corporate actions aimed at the unlawful gaining of control over the enterprise through taking a adoption of the fictitious Shareholders' meeting regarding changing the Articles and the Management of the Company has been initiated with respect to the largest in the Ukraine Kremenchug crude oil refinery of AO Ukrtatnafta.  

OAO TATNEFT and other Russian Shareholders of Ukrtatnafta supporting the position of OAO TATNEFT with an aggregate ownership share in the amount of 56% of the Company' stock consider that such actions are pursued in the interest of a close group of persons speaking on behalf of the Management of the National Joint Stock Company "Naftagaz of the Ukraine" and the Ministry of Fuel and Energy of the Ukraine.

Starting 2004  NAK "Naftogaz of the Ukraine" controls 43 percent of the state owned package of AO Ukrtatnafta transferred to the Company from the State Property Foundation of the Ukraine. Among the others this process has been actively promoted by Yu. A. Boyko who at the time headed  NAK "Naftogaz of the Ukraine" and who is a Minister of Fuel and Energy at present.

Recently numerous attempts have been made to convene on behalf of NAK "Naftogaz of the Ukraine" the shareholders' meetings with the same agenda. Such facts as anonymity of messages, transfer of the meeting venue into the office of  NAK "Naftogaz of the Ukraine" as well as ignoring resolutions of AO Ukrtatnafta Management Board which have completely satisfied lawful demands of NAK "Naftogaz of the Ukraine" put OAO TATNEFT and the other Russian shareholders on the alert.  All this allows to presume that a group of persons on behalf of NAK "Naftogaz of the Ukraine" is trying to arrange its activities based on the abuse of the shareholders' rights and on improper usage of legislative regulations and we consider that it is not compatible with the status of a national company and the authority to manage the public property.

It is worthy noting that Ukrneftegaz Company controlled by "Privat" Company, which starting November 2004 without any authority for maintaining the register of AO Ukrtatnafta is still illegally holding it,  in spite of the resolution of the Ukraine's Supreme Court takes an active part in the attempted corporate actions. This fact can not be in any way connected with "Privat" Group's acquisition of about 1 % of the AO Ukrtatnafta Stock at the end of 2006. This and other facts allow to make a conclusion about consensus in the activities of the group of persons on behalf of the state company NAK "Naftogaz of the Ukraine" and the private group "Privat" used to repeatedly enter the business of  AO Ukrtatnafta earlier.

OAO TATNEFT is also aware about another attack on behalf of NAK "Naftogaz of the Ukraine" and the Ministry of Fuel and Energy in the legislative bodies prepared against the shareholders of  AO Ukrtatnafta representing the Russian Party which allegedly will be initiated by the General Prosecutor's Office of the Ukraine. It is not just a coincidence that an a decree has been launched in the Supreme Rada of the Ukraine  providing for possible reduction of the quorum requirement for the shareholders' general meeting from 60% down to 50%. In connection with this OAO TATNEFT deems it necessary to declare that no shareholders' meetings can be considered legitimate if not attended by the majority of the Company's shareholders and any manipulations through exclusion of any stock in calculation of the meeting's quorum (irrespective of any disagreements about hem) shall directly violate requirements of the Law.

The Republic of Tatarstan and OAO TATNEFT have addressed the state authorities and personally the Prime Minister of the Ukraine V. F. Yanukovich with a request to intervene into the situation and to stop the arbitrariness on the part of NAK "Naftogaz of the Ukraine" Management and also solve the issue of terminating the NAK "Naftogaz of the Ukraine" control of the state package of AO Ukrtatnafta Stock and its return into the
 
The appeals of the Russan shareholders have found support in the Ukraine's Cabinet of Ministers. Pecifically the first Vice Premier of the Ukraine N. Ya. Azarov has suspended participation of NAK "Naftogaz of the Ukraine" in the shareholders' meeting of   AO Ukrtatnafta on May 23 2007 and also the orders have been given to elaborate the issue of returning the state package of AO Ukrtatnafta Stock  into the State Property Fund of the Ukraine.

However, the events of the last days have shown that a group of persons acting on behalf of NAK "Naftogaz of the Ukraine" did not give up the plans of unlawful obtaining control over AO Ukrtatnafta and squeezing out the Russian shareholders since already after the assignment of the First Vice Prime Minister V. A. Azarov the NAK "Naftogaz of the Ukraine" has sent yet another claim to AO Ukrtatnafta for convening the shareholders' meeting already on June 30, 2007.  Such actions contradict to the constructive plans of the Government of the Ukraine, OAO TATNEFT and the Russian shareholders for the future development of the Kremenchug refinery, the intentions of the Ukranian government to terminate the control of NAK "Naftogaz of the Ukraine" over the state owned package of AO Ukrtatnafta stock, which can testify prevailing of private interests in the activities of this Ukrainian company.

With regard to this OAO TATNEFT jointly with the Republic of Tatarstan and the other shareholders of  AO Ukrtatnafta, supporting the position of the Russian Party, would like to draw the attention of the Russian Government to the steps undertaken by the group of persons on behalf of the Ministry of Fuel and Energy of the Ukraine and NAK "Naftogaz of the Ukraine" conflicting with the position of the official Ukrainian authorities and render a political level support to the Russian companies in the Ukraine.