Holders of more than 38% of Ingosstrach shares disagree with the decision of the General Meeting
Oct 16, 2007
Limited liability companies Investitsionnaya initsiativa, Vega and Novy kapital (owned by the Cyprus-based Durbe Limited belonging to PPF Beta Ltd., part of the PPF Investments Group), which own in aggregate 38.46% of shares of the Ingosstrach insurance company, contested the decision of the General Meeting of Ingosstrach shareholders. In their opinion, the General Meeting took place with a breach of the law as well as the shareholders' rights.
The representatives of Investitsionnaya initsiativa, Vega and Novy kapital learned that an Extraordinary General Meeting of Ingosstrach shareholders was being prepared for 8 October 2007 from the media. The media said that the agenda of the General Meeting would include a quadruple increase of Ingosstrach share capital from RUB 2.5 billion to RUB 10 billion.
The representatives of the aforementioned companies were not invited to the Extraordinary General Meeting and did not participate in voting. In addition, regardless of written requests addressed to Ingosstrach, Investitsionnaya initsiativa, Vega and Novy kapital did not receive ballot papers. Pursuant to the Russian Federation's Act on Public Limited Companies, all shareholders must be informed in the manner specified by the Act in the event that a decision on an Extraordinary General Meeting is to be adopted - and this was not the case with the Extraordinary General Meeting of Ingosstrach held on 8 October 2007.
Despite the repeatedly expressed disapproval of the organisation of the General Meeting and despite an attempt to serve upon the organisers the position of Investitsionnaya initsiativa, Vega and Novy kapital, the General Meeting adopted a resolution on the increase of share capital. In the aforesaid companies-shareholders' opinion, the General Meeting involved a serious breach of both the law of the Russian Federation and Ingosstrach's internal articles of association. Thus, the General Meeting did not legally recognise the ballot papers with the votes of Investitsionnaya initsiativa, Vega and Novy kapital. Therefore, the General Meeting held without their participation does not have power sufficient to adopt such decisions.
Notes for editors:
PPF Investments is an independent international private equity group registered in Jersey. It focuses on the transitional period economies in the Central and Eastern European and Asian regions. PPF Investments' investment strategy is based on the following targets: sound business and corporate strategy, considerate management and optimal capital structure. PPF Investments has the right for the commercial use of the 'PPF' registered brand contained in the name of PPF Group, a leading international financial group. However, PPF Investments is not interchangeable with PPF Group, as these two mutually independent companies differ in their assets, management, shareholders and business focus.
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