OAO OMZ (Uralmash-Izhora Group)
28 April 2006
The Board of Directors of OMZ (Uralmash-Izhora Group) set 5 June 2006 as the
date for the annual general shareholders' meeting (AGM) of the Company. The AGM
will commence at 10.30a.m. and will be held at the Marco Polo Hotel in Moscow,
The agenda of the AGM will be as follows:
1) Ratification of the 2005 financial year annual report, annual financial
results, including the statement of profit and loss and distribution of profits,
including payment of dividends.
2) Approval of the number of members of the Board of Directors.
3) Election of the members of the Company's Board of Directors.
4) Election of the members of the Company's Revision Commission.
5) Approval of the Company's auditor.
6) About the remuneration of members of the Board of Directors and ratification
the By-law on the remuneration and compensation of members of the Board of
7) About the approval of possible future interested party transactions, executed
by the Company in the course of its day-to-day operations.
8) About the release from obligation of ZAO 'Forpost-Management' (Forpost) to
make an offer to shareholders to buy their holdings of common shares upon
Forpost accumulating a 30% holding in the Company (including a release from the
obligation to make such offer upon reaching each 5% incremental threshold above
the 30% holding). The release from this obligation is requested in relation to
Forpost's plan to acquire up to 95% of the common shares of OAO OMZ
(Uralmash-Izhora Group). Forpost currently holds 19.93% of the common shares of
Point #8 above was included in the agenda of the AGM at the request of ZAO
'Forpost-Management' in its capacity as a shareholder which at the date of the
request owns more than 10% of the common shares of the Company.
In addition, on April 27 2006 ZAO Forpost-Management gave notice to OMZ
(Uralmash-Izhora Group) of its intention to independently acquire such number of
ordinary shares of the Company, which may increase the aggregate number of
ordinary shares held by Forpost to 95 (ninety five) per cent of the number of
ordinary shares in issue. The Company was informed that Forpost intends to
acquire ordinary shares in the maximum amount stated above incrementally,
through one or more transactions, between 12 June 2006 and 30 June 2006
It is in the context of the above-mentioned intention that Forpost seeks, from
the Company's shareholders, a waiver from the Russian statutory requirement
(Russian Federal Law No. 208-FZ On Joint Stock Companies) that it must make an
offer to buy-out the ordinary shares held by the remaining shareholders in the
event that Forpost acquires 30% or more of the Company's shares.
The complete set of materials on the AGM meeting will be released no later than
4 May 2006.
For further information please contact Marina Nacheva, Head of Investor
Relations, on (++7095) 974 6021 or by e-mail at firstname.lastname@example.org
This information is provided by RNS
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