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 RUSSIA IN FACTS
27 February 2004 13:50
YUKOS won"t call extraordinary meeting
The Board of Directors of the oil company YUKOS refused to call an extraordinary shareholders meeting at the request of a former shareholder of Sibneft who has a more than 10 percent stake in YUKOS, YUKOS said.

This decision was made at a meeting of the YUKOS Board on Thursday. The proposed agenda of the extraordinary general meeting included the discussion of the sale of YUKOS’s shares in Sibneft and the reduction of the company’s equity capital through the buyback of shares from one of shareholders, in connection with the sale of Sibneft shares.

The Board decided that there was no opportunity to call an extraordinary meeting of YUKOS shareholders with the proposed agenda. The company has received a ruling of the Moscow Arbitration Court on a complaint filed by two companies affiliated with Millhouse Capital against the Federal Commission for the Securities Market and YUKOS.

The two companies asked the court to cancel the decision of the Federal Commission for the Securities Market to register an additional issue of YUKOS shares, which were swapped for a 57.46 percent of Sibneft shares. These shares were part of Sibneft’s stake involved in a deal between YUKOS and a number of Sibneft’s former shareholders in October 2003. In its ruling, the Arbitration Court banned the sale of YUKOS and Sibneft shares until a final decision is passed in this case.

In view of this, the YUKOS Board decided not to convene an extraordinary shareholders meeting.

In early October, YUKOS announced the completion of its merger with Sibneft, having acquired a 92 percent stake in Sibneft. According to the merger agreement, YUKOS purchased 20 percent minus one share of Sibneft for $3bn, and another 72 percent plus one share was swapped for a 26.01 percent stake in YUKOS. As a result, Sibneft shareholders were to control 26.01 percent of the united company. On November 28, Sibneft announced that the deal had been suspended.


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