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Recent news
12.05.2010
Board of directors of NWT approves AGM agendaPress release
On May 11, 2010 the board of directors of NWT adopted a decision to include in the agenda of the upcoming annual general shareholders meeting scheduled for the June 19 the issue of the merger of NWT with Rostelecom.
According to the merger agreement between NWT and Rostelecom, which will be subject to shareholder approval as part of the reorganization issue, the conversion ratios for swapping the shares of NWT for those of Rostelecom are as follows:
- 4.102 common nominal uncertified shares of NWT are to be converted into one common nominal uncertified share of Rostelecom;
- 5.220 preferred nominal uncertified shares of NWT are to be converted into one common nominal uncertified share of Rostelecom;
In addition, the board of directors approved the buyback price for NWT shares, which applies to demands to buy back shares that could be made in the event of the reorganization of NWT. The buyback price of the company’s common and preferred shares will be identical and amount to RUR 21.01 per one share. The buyback price of the company’s common and preferred shares will be RUR 21.0 per one share.
An appraisal of the market value of NWT’s shares was made by independent appraiser Ernst & Young. The appraisal used to make the appraisal was based on the following approaches:
- the discounted cash flow method in line with the revenue method;
- the stock quote and peer methods in line with the comparative approach.
Also, the board of directors of NWT set the amount of dividends proposed for the general annual shareholders meeting and the size of dividends to be paid out on the results of the company’s 2009 activities and approved the agenda for the upcoming annual general shareholders meeting.
The board of directors of NWT adopted the decision to advise the annual general shareholders meeting to allocate the company’s profit from the results of fiscal 2009 as follows:
- RUR 307,453,546 as divided payment for class A preferred shares;
- RUR 521,020,388 as dividend payment for common shares;
- RUR 2,644,995,322 to increase NWT’s shareholder capital.
Dividends are to be paid out as follows:
- RUR 1.228 per one class A preferred share.
- RUR 0.591 per one common share in accordance with the procedure for the receipt of information on how to receive dividends, which is provided by the registered shareholders of North-West Telecom through data in the shareholders register as of April 30, 2010.
The board of directors of NWT approved the following agenda for the annual general shareholders meeting:
1. Approval of the annual financial statement, the annual accounts reports, including the income statement (profit and loss accounts) of NWT based on the results of the 2009 financial year.
2. Allocation of profit (including payment of dividends) based on the results of the 2009 financial reporting year.
3. Election of members of the board of directors of NWT.
4. Election of members of the Audit Committee of NWT.
5. Reorganization of OJSC North West-Telecom as a merger between North-West Telecom and OJSC ILD and DLD operator Rostelecom.
6. Approval of the new edition of the Charter of NWT.
7. Approval of the new edition of Statute on the Board of Directors of NWT. 8. Approval of NWT’s 2010 audit firm.
9. Approval of the deduction standards (percentages) used to calculate the annual remuneration of members of the board of directors of NWT.
10. On the remuneration of members of the board of directors of NWT based on the results of 2009. Determination of the amount and procedure for payment of remuneration for the results of 2009.
During the meeting of the board of directors of NWT other issues were also reviewed in connection with the preparation and conduct of the annual general shareholders meeting.
Materials for the annual shareholders meeting can be viewed on NWT’s corporate website in the section Investors and shareholders (in Russian) as of May 19, 2010.
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