OREANDA-NEWS. November 11, 2009. Oranta held a special shareholders meeting.The meeting took place in Pushcha-Ozernaja state-run sanatorium (Kiev, Pushcha-Vodiza, 14th Street).

According to the minutes of credentials committee, the meeting was attended by the shareholders and shareholders' representatives who altogether own 95.51% of the company’s shares. This entitles the meeting to authorize decisions that relate to the competency of the shareholders meeting.

The Control Unit of the Territorial Administration of Securities and Stock Market State Commission in Kiev of the State Committee on Regulation of Markets of Financial Services of Ukraine represented by Evgenii Dyachenko, head of the unit, and Andrei Doroshenko ensured that the registration of the meeting participants was conducted in accordance with the current legislation. The unit made a report based on the results of its inspection. At the opening of the meeting, the head of Control Unit read its report and stated that no violations of the legislation on securities were detected during their inspection.

The agenda of the shareholders meeting included the following issues on: making changes in Oranta’s Charter by publishing its new edition, recalling and appointing members of the supervisory board, audit committee and Oranta's board, creating, reorganizing and eliminating Oranta’s economically autonomous subdivisions; approving the status of Oranta's economically autonomous subdivisions; changing the name of the company from Oranta National Joint-Stock Insurance Company to Oranta National Public Insurance Company; adjusting Oranta’s internal documents in accordance with the Law of Ukraine “On Joint-Stock Companies" and new edition of Oranta’s Charter.

The most important decision that was made at the shareholders meeting was to approve the results of public offering of Oranta's additional (eights) share issue to the amount of UAH 600 million.

As a reminder, the company’s shareholders and management have been planning the increase of Oranta's charter capital since the middle of the last year. In October 2008, at the time when Ukraine encountered economic crisis, the company's owners and management reached the general agreement on capitalization of Ukraine’s largest insurer. On April 17, 2009, the shareholders meeting made a decision about share issue.

Due to the change in shareholders' structure, certain units of the company were also changed. From now on the supervisory board shall consist of 7 members who are elected from the company's shareholders and their representatives. The Board shall include the Board Chair and 12 members. The audit committee shall include 5 members to be elected from shareholders and their representatives.

The meeting considered making changes in the supervisory board, audit committee and Oranta’s board.

The shareholders meeting made a decision on early termination of Mr. Anuar Aizhulov, supervisory board member.

In addition, Mr. Joseph Kanarek (supervisory board member, Oranta’s shareholder) and Vladislav Manevskij (supervisory board member, Oranta's shareholder) were recalled from Oranta's supervisory board by IMG International Holding.

Sergei Sulimov (Oranta’s shareholder) and Pavel Prosyankin(Chairperson of BTA Bank) were elected as deputy chairs of supervisory board; Yelena Popova (Oranta’s shareholder) and Nikolai Varenko (representative of BTA Bank) were elected as members of the supervisory board.

Oleg Spilka and Alexander Tyminskii remained chair and secretary of the supervisory board respectively.

Vitalii Masura (Oranta’s shareholder) and Nikolai Safyannikov (Oranta's shareholder) were elected as members of the audit committee.

Aliya Akimbekova remained chair of the audit committee.

Ruslana Lechekhleb, Yelena Voloshinova, Alexander Ovchinnikov were elected as deputy chairs of the board; Vladimir Mushinskii (director of Oranta's Kiev Regional Directorate, Igor Pugachev (director of Oranta’s South-Eastern Main Regional Directorate) were elected as members of the board.

With regard to changing the name of the company from Oranta National Joint-Stock Insurance Company to Oranta National Public Insurance Company and adjusting Oranta’s internal documents in accordance with the Law of Ukraine “On Joint-Stock Companies" and new edition of Oranta’s Charter, the shareholders decided to postpone the consideration of the above issues to annual shareholders meeting in 2010.

After considering the issue on creating, reorganizing and eliminating Oranta’s economically autonomous subdivisions and also the issue on approving the status of Oranta's economically autonomous subdivisions, the shareholders decided to establish the South-Eastern Main Regional Directorate of Oranta.

The meeting was held in a transparent and open manner in the presence of the company's shareholders, members of the supervisory board and the company's management, as well as representatives of mass-media.

For the first time in history of the Ukrainian insurance market the meeting was broadcast on the Internet in a real time mode through webcam. Popular insurance web portal Tristar became an Internet platform for the broadcasting.

While communicating with the journalists, the shareholders of the company expressed satisfaction with the level of the event's organization.

In particular, Pavel Prosyankin, representative of BTA-BANK (Kazakhstan), stated: "BTA-BANK has been Oranta’s shareholder for a long time. Despite the change in the Bank's management in February 2009, we committed to participate in the additional share issue of Oranta. We consider this one of the most important and perspective investments of BTA-BANK.

We plan to continue close cooperation with the company; we support Oranta's plans for development and are happy to witness successes of the company in Ukraine. We value our strong and good relations with Oranta's management and continue our working dialogue. We see that Oranta's team is very professional; and therefore, we support everything they do in every possible way.”

The satisfaction with the level of the organization of the meeting and its results was also expressed by Nikolay Lagun, Oranta's new large shareholder. "The meeting was very transparent and clear. I appreciated the online broadcast of the event and I am quite happy with the results of the meeting," said Mr. Lagun.

Yelena Bolotova, Oranta’s Board Chair, stated that the past shareholders meeting resolved a very complex issue. “Today, at the time of the world’s financial crisis, it's not easy to find investors and money for the increase of charter capital. We are proud that the company's management and supervisory board managed to find investors. This is an important event for the company. It will further the company's development and strengthen its reliability and solvency, which is very important for the insurance market," said Ms. Bolotova.

Summarizing the outcomes of the meeting, Oleg Spilka, Chairman of Oranta’s supervisory board, stated: “What happened today is of great significance not only for Oranta but also for the insurance market in general. The shareholders approved the unprecedented share issue, which increased the company’s charter capital almost by four times. The issue would be considered unprecedented not only at the time of the crisis but also at the time of stable economic development or rapid economic growth.

I'm pleased to notice that the company’s shareholders supported the share issue and voted for the approval of its results. This testifies that shareholders understand the logic of the company's development and support its strategy. I am certainly happy with the results of the meeting.”