Dorogobuzh Board of Directors reviewed documents regulating preparation and holding of the extraordinary general meeting scheduled for 4 August 2015.
In particular, the draft general meeting resolution on the third agenda item approved by the Board of Directors provides for amendments and modifications to the Company’s Charter related to the changed scope of rights attached to the preferred shares. While discussing this agenda item, the general meeting will be proposed to include into the Charter provisions envisaging conversion of the Company’s outstanding preferred shares into ordinary shares. By proposing such changes, the Board of Directors inter alia takes into account recommendations of the national Corporate Governance Code, which specify that a simple capital structure, in particular the capital consisting solely of ordinary shares, is preferable for investors in a long-term perspective.
If this item is approved the holders of the Company’s outstanding ordinary and preferred shares may demand that the Company buy back their shares in case they voted against this motion or did not participate in voting on this agenda item.
The buyback price will be determined by the Board of Directors taking into account the opinion of an independent appraiser. The buyback price will be RUB 20.70 for an ordinary share and RUB 22.84 for a preferred share.
The content of other amendments to the Charter, the method and terms of conversion of preferred shares, as well as buyback procedure will be fully disclosed by 15 July 2015.