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Dorogobuzh Completes Conversion of its Preferred Shares to Ordinary Shares

Dorogobuzh completed conversion of its preferred shares to ordinary shares with conversion ratio of one-to-one and unchanged par value.

Previously, the Company’s extraordinary general meeting held on 4 August 2015 amended the Dorogobuzh Charter concerning the rights attached to preferred shares; in particular, that Dorogobuzh may convert its preferred shares to ordinary shares within a certain period of time by the Board of Directors resolution.

In accordance with the resolution, on 25 February 2016, Dorogobuzh Board of Directors resolved to place additional ordinary shares by converting preferred shares into ordinary shares.

Under the resolution registered with the Bank of Russia on additional securities issue, Dorogobuzh converted its previously placed preferred shares based on statements of account opened with the shareholder register holder and depositaries as on 7 April 2016.

The Company’s authorised capital remained unchanged upon conversion. The number of Dorogobuzh outstanding ordinary shares increased by the number of ordinary shares resulting from the conversion of preferred stock, to 875,439,260 shares. The preferred shares have been redeemed.

Dorogobuzh will shortly submit for state registration a report on additional issue of ordinary shares and amendments to the Charter concerning the updated number and category of outstanding shares.

Following the state registration of the securities issue report, the ordinary shares placed by conversion (state registration number 1-01-02153-А-003D) will be available for over-the-counter trading and admitted to trading on the Moscow Exchange in August 2016 once all formalities are completed and the time envisaged by law expires.

There shall be no trading restrictions for the Company’s previously placed initial issue of ordinary shares (state registration number 1-01-02153-А).

Dorogobuzh decided to complete the share conversion, inter alia, to implement recommendations of the national Corporate Governance Code stating that a simple capital structure containing only ordinary shares is preferable for investors in the long term.