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28.06.2010
Far East Telecom shareholders vote for Rostelecom mergerPress Release
Company holds its annual general shareholders meeting in Khabarovsk
Vladivostok, June 28, 2010. Far East Telecom, the biggest telecommunications operator in the Far East Federal District, hereby announces the results of its annual general shareholders meeting which took place on June 28, 2010 in the city of Khabarovsk.
The shareholders of Far East Telecom passed a resolution on reorganization through a merger of the Company with Rostelecom.
The decision on the reorganization issue was approved by 99.6 % of votes of the holders of the Company’s voting shares (common and preferred shares) that participated in the voting. All in all, 85.0542% of the shareholders voted in favor of the reorganization.
The annual general shareholders meeting of Far East Telecom also passed a resolution on reorganization as a merger with Sakhatelecom and the merger agreement between Sakhatelecom and Far East Telecom was approved.
On a range of other issues, resolutions were passed by shareholders holding a total of over 85.5021% of the voting (common) shares.
The annual general shareholders meeting approved the annual financial statement, the annual accounting reports, including the Company’s income statement, the Company’s profit allocation (including dividend payout) for fiscal 2009. According to a decision approved at the meeting, Far East Telecom intends to allocate its profit from the results of 2009 financial activities as follows:
to pay out RUR 213,594,244.77 in dividend on preferred shares;
to pay out RUR 325,712,808.34 in dividend on common shares;
to allocate 1,632,170,132.89 to raise the Company’s shareholder capital
The amount of dividend payable on one common share amounts to RUR 3.4077 and RUR 6.8528 on one preferred share.
The new lineup of Far East Telecom’s Board of Directors was elected, with the following 11 members:
Evgeny Yurchenko;
Mikhail Kobishchanov;
Alexander Shevchuk;
Denis Afanasyev;
Natalia Feoktistova;
Denis Kulikov;
Mikhail Kritsky;
Elena Umnova;
Vyacheslav Gurkin;
Alexey Lokotkov;
Vladimir Statin.
The Company’s Audit Committee was elected with a 5-member lineup, including:
Tatyana Zubova;
Elena Kozyreva;
Olga Koroleva;
Sergey Kosarev;
Ekaterina Punina.
The shareholders meeting also approved the new version of the Company Charter and the Statute on the Board of Directors of Far East Telecom.
In addition, KPMG was approved as Far East Telecom’s external auditor for 2010. Also, the deduction standards (percentage) were approved for calculating the annual compensation payable to members of the Board of Directors, which amounted to 0.39% of the Company’s EBITDA based on 2010 RAS accounting report data and 0.78% of the Company’s 2010 net profit allocated to dividend payout.
The shareholders’ meeting passed a resolution to pay out compensation to the Board of Directors of the Company for strong financial performance in 2009, and also determined the amount and procedure for bonuses payable.
All materials on the annual general shareholders meeting of Far East Telecom, which took place on June 28, 2010, can be viewed in the section of the Company’s corporate website entitled “Center for investors and shareholders” (in Russian). Official information on the results of the AGM will be announced after the minutes of the meeting are announced in accordance with Article 63 of the Federal Law “On joint stock companies”. At the end of the annual general shareholders meeting the newly elected Board of Directors held its first meeting, at which Evgeny Yurchenko was elected as head of the board.
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