Extraordinary Shareholder Meeting of Evraz Group S.A. to be held on July 24, 2006
June 29, 2006 — The Board of Directors of Evraz Group S.A. (the “Company“) resolved to convene an extraordinary general meeting (the “EGM“) on 24 July 2006 to seek the approval of shareholders to, inter alia, amend the articles of incorporation of the Company and change the composition of the Board of Directors. Today, the notifications on the EGM were sent to the shareholders of record of the Company.
The resolutions proposed at the EGM are to approve amendments to the articles of incorporation of the Company, which will enable completion of the previously announced transaction that will result in the transfer to Greenleas International Holdings Limited of a fifty per cent interest in Lanebrook Limited, an entity controlled by the principal beneficial shareholders of Evraz Group, which, at closing, will hold around 82.67% of the share capital of the Company (the “Transaction”). The resolutions and amendments to the articles are conditional on completion of the Transaction.
The resolutions to be voted on at the EGM, inter alia, include:
- Amendment of the articles of incorporation of the Company in order to expressly provide that shares of the Company are in registered form only and no bearer shares will be issued by the Company.
- Amendment of the articles of incorporation of the Company to clarify (i) procedural aspects for calling of the Board meetings, quorum at the Board meetings and election of the Chairman of the Board and the appointment of the CEO (administrateur délégué) and (ii) the authority of the CEO (administrateur délégué) to sign transactional documents on behalf of the Company.
- Re-composition of the Board of Directors,
- by increasing of the number of directors from 7 (seven) to nine (9),
- confirming the mandate of Alexander Abramov, Otari Arshba, James Campbell, Alexander Frolov, Bruno Bolfo and Terry Robinson
- acknowledging the resignation of Valery I. Khoroshkovsky as director;
- electing Eugene Shvidler, Eugene Tenenbaum and Olga Pokrovskaya to the Board of Directors of the Company
- resolving not to change the method of payment and the level of remuneration applicable to directors; and
- authorising the Chairman of the Board of the Company to sign management service agreements with each independent non-executive director (including any modifications thereto).
4. Authorisation to the Board of Directors to appoint Mr. Valery I. Khoroshkovsky as CEO, and to delegate day to day management to the CEO.
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