Svyazinvest Holds AGM
OREANDA-NEWS. July 20, 2010. Svyazinvest (hereafter, the Company) held its annual general shareholders meeting on July
During the annual general meeting shareholders approved the annual financial statement and the annual accounting reports, including the income statement (profit and loss accounts) of the Company. A resolution was also passed at the AGM to allocate the Company’s net profit which was generated from current activities based on the results of fiscal 2009 as follows:
- RUR 87,466,746 for dividend payment (which equals 25% of net profit from operating activity);
- RUR 262,400,237 to raise equity capital (which equals 75% of net profit from operating activity);
The shareholders meeting decided to allocate RUR 87,466,747 to dividend payouts on 2009 financial activities (RUR 0.00448126011 per common share). Dividend payments are to be made in cash by wiring payments to shareholders’ account within 60 days of the date on which the decision is made to disburse dividends.
The shareholders meeting of the Company also passed a resolution to pay out bonuses for work performed by members of the board of directors that are not state employees.
The total amount of remuneration payable to all members of the board of directors for the execution of their duties as board members from June 30, 2009 until June 30, 2010 amounts to RUR 4,4454,646.45.
The total amount of remuneration payable to all members of the board of directors for the execution of their duties as board members from June 30, 2009 until June 30, 2010 can be broken down as follows:
- RUR 212,333.33 – to the Corporate Governance Committee attached to the Board of Directors;
- RUR 191,333.33 – to the Executive Remuneration Committee;
- RUR 266,000 – to the Strategic Business Planning Committee
- RUR 126,000 – to the Audit Committee attached to the Board of Directors.
Based on voting results, the following people were elected as members of the Board of Directors of the Company:
Mikhail R. Butrin – managing director, co-director of the investment banking department for global markets, VTB-Capital;
Yury P. Korneev – deputy director of Federal Security Service of Russia – head of special communications and information;
Konstantin V. Malofeyev – managing partner of the representative office of MarCap Advisors Limited;
Marlen J. Manasov – member of the Board of Directors of UBS Bank;
Leonid D. Reiman – advisor to the President of the
Ivan I. Rodionov – professor of state university Higher School of Economics;
Nikita D. Ryauzov – managing director, head of department of investment banking and finance of MDM Bank;
Igor O. Schegolev – telecommunications minister of the
Evgeny V. Yurchenko – general director of Svyazinvest.
The members of the Audit Committee are as follows:
Denis N. Afanasyev – advisor to the telecommunications minister of the
Yulia V. Krasnopolskaya – division head in a department of the Telecommunications Ministry the
Alexander V. Narukavnikov – department head of the Telecommunications Ministry the
Kirill A. Stepanenko – deputy division head in a department of the Ministry of Economic Development;
Viktoria G. Chernousova – division advisor in a department of the State Federal Property Management Agency.
The shareholders meeting also approved an interested party transaction involving a swap of the common nominal certified shares of MGTS for the common nominal certified shares of Sky Link. This agreement was stipulated between Svyazinvest and Sistema Inventure on the following substantial terms and conditions:
Svyazinvest is required to hand over to Sistema Inventure 22,352,150 common nominal certified shares of MGTS, whereas Sistema Inventure, in turn, is required to hand over 6,482,736 common nominal certified shares which it owns in Sky Link;
The parties agree that the share swap agreement is not equal, i.e.
the value of 22,352,150 common nominal certified shares of MGTS amounts to RUR 9,750,000,000 ;
the value of 6,482,736 common nominal certified shares of Sky Link amounts to RUR 9,300,000,000.
Sistema Inventure is required to pay Svyazinvest the difference between the value of the shares swapped, which is equal to RUR 450,000,000.
3. The obligation of each of the Parties to transfer respectively the shares of MGTS and those of Sky Link shall arise pending fulfillment of all preliminary and deferred conditions.
The share swap between MGTS and Sky Link, as well as payment by Sistema Inventure of the difference in value of the shares exchanged, shall be carried out by the Parties concurrently on the date when the Transaction is closed.
The shareholders meeting of the company also passed a resolution on the approval of an interested party transaction, i.e. a securityship agreement to be concluded between Svyazinvest and Sistema. Under the terms of the agreement, Sistema is required jointly and severally to be liable to Svyazinvest for the timely and accurate execution of the obligations of Sistema Inventure, in accordance with the terms and conditions set forth in the securityship agreement.
The only issue on which a decision was not adopted was the choice of the Company’s auditor. By request of shareholders, the managing bodies of Svyazinvest were assigned to re-tender the selection of the auditor in complete compliance with the requirements of Federal Law No. 94-FZ “On placing orders for goods supplied, work performed and services provided for state and municipal needs”.