Dorogobuzh’s extraordinary general meeting passed the following resolutions by absentee vote:
- To determine that, in addition to its outstanding shares, Dorogobuzh may place 154,256,400 ordinary shares of the Company
- To approve the Dorogobuzh Charter as amended, with the proposals by the Company’s Board of Directors, including the change of the Company’s name to Public Joint Stock Company Dorogobuzh
- To amend the Dorogobuzh Charter concerning the rights attached to preferred shares, as proposed by the Company’s Board of Directors
- To amend the Dorogobuzh Charter concerning the definition of outstanding and declared shares, as proposed by the Company’s Board of Directors
- To resolve that Dorogobuzh participate in the Association of Self-Regulated Organisation Professional Construction Union (OGRN 1096700000264).
Thus, the name of the Company will be changed to Public Joint State Company Dorogobuzh once the amended charter passes state registration and the updated information is submitted to the unified state register of legal entities.
The third agenda item passed by the shareholder meeting will amend the Charter to make it possible for preferred shares to be converted into ordinary shares of the Company. The Company will place convertible preferred shares by converting previously placed preferred shares of the Company.
In future, the Board of Directors may resolve to convert all convertible preferred shares into ordinary shares of the Company. Under the approved amendments to the Charter, a preferred share that is convertible into an ordinary share with a par value of RUB 0.25 shall be converted into an ordinary share with a par value of RUB 0.25. No additional contributions or other payments shall be required for ordinary shares placed by conversion of preferred shares into ordinary shares. Upon conversion, the preferred shares will be redeemed and excluded from the list of securities admitted to trading at the Moscow Exchange. The amount of the Company’s authorised capital will remain unchanged upon conversion. The number of outstanding ordinary shares of the Company shall increase by the number of previously outstanding preferred shares of the Company.
Shareholders holding outstanding ordinary and preferred shares of the Company may demand that the Company repurchase their shares if they voted against the relevant resolution or did not take part in the vote on the third item of the shareholder meeting agenda.
Shares shall be repurchased at the price determined by the Board of Directors with due consideration for an independent valuation. The repurchase shall be RUB 20.7 per ordinary share and RUB 22.84 per preferred share.
The list of shareholders who may demand that the Company repurchase their shares was compiled on 16 June 2015. Shareholders shall, no later than 18 September 2015, submit demands to the Company that the Company repurchase their shares. The Company shall repurchase shares from those shareholders who submitted repurchase demands no later than 18 October 2015.
Detailed information and forms are available at http://www.dorogobuzh.ru/investors/dorogobuzh_shareholders/meeting/.