UTK BoD Approved Agenda of AGM
OREANDA-NEWS. May 7, 2010. Southern Telecommunications Company (“UTK”) (RTS: KUBN, KUBNP; MICEX: UTEL, UTELP; ADR OTC: STJSY, KUE FRA)], the principal fixed-line telecommunications provider for Russia’s Southern and North-Caucasian Federal Districts, reports that its Board of Directors approved the agenda of the annual General Shareholders' Meeting to be held on June 16, 2010.
UTK’s Board of Directors included by a solid vote into the AGM agenda the item on reorganization of the Company through its merger into Rostelecom and on approval of the Merger Agreement by and between UTK and Rostelecom, in which the ratios of exchange of UTK’s shares for Rostelecom shares have been fixed as follows.
- 19,378 ordinary registered non-documentary shares of UTK will be exchanged for one ordinary registered non-documentary share of Rostelecom.
- 24,648 preferred registered non-documentary shares of UTK will be exchanged for one ordinary registered non-documentary share of Rostelecom.
UTK’s Board of Directors determined the price of shares for the purpose of their buy-back, demands for which repurchase may be presented to the Company in case of its reorganization. The price of shares for the purpose of their buy-back has been determined by the Board of Directors based on their market value calculated by the independent appraiser LLC Ernst and Young – Otsenka. The buyback price of ordinary shares is equal to the repurchase price of preference shares, and has been fixed as 4.45 rubles per one share.
UTK’s Board of Directors recommended to the annual General Shareholders' Meeting:
1. to distribute the Company’s profit on the basis of the reported fiscal year 2009 financial results as follows:
- 184,563,026.44 rubles to pay dividends on preference Class A shares,
- 276,837,567.26 rubles to pay dividends on ordinary shares,
- 1,384,257,383.30 rubles to increase the Company’s equity capital.
2. to make dividend payment in the amount of
- 0.18985 rubles per one preference Class A share;
- 0.09351 rubles per one ordinary share;
in order agreeing with the information about the method of dividend payment presented by registered persons according to the Register of the Company’s shareholders as of 27th April 2010 (record date).
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