On September 12, 2012 the Supervisory Board held a correspondence vote on the revision of ALROSA’s participation interest in the authorized capital of OJSC ‘GMK ‘Timir’.
The Supervisory Board voted to approve the reduction of the Company’s participation interest in OJSC ‘GMK ‘Timir’ from 100% to 49% less 1 (one) share by the sale of the shares of GMK ‘Timir’ to Evraz Plc subject to the sale of 1 (one) share of GMK ‘Timir’ to the State Corporation Vnesheconombank, and subject to the conclusion of a shareholders agreement between the parties.
The shareholders agreement between the parties shall include the provisions as follows: 1) to secure the preemptive right of the State Corporation Vnesheconombank to buy-back shares of OJSC ‘GMK ‘Timir’ at the price fixed based on the report of an international independent appraiser, endorsed by all the shareholders, should the shares be sold by one of the shareholders of OJSC ‘GMK ‘Timir’;
2) to provide for the sale of the shares by one of the shareholders only based on the results of the completed key stages of development and exploitation of the deposits under 2 (two) licenses issued to OJSC ‘GMK ‘Timir’, namely:
- the exploration of the license area is completed and a geological report with the estimation of reserves of categories C1 and C2 is duly passed for the state expert examination of mineral reserves;
- the design of commercial development of the license area on the areas with the approved reserves is duly examined and approved;
- the first stage of mining enterprise is commissioned;
- the project capacity of the mining enterprise is attained;
3) to provide for the transformation of OJSC ‘GMK ‘Timir’ into a closed joint stock company in accordance with the laws of the Russian Federation within the period not later than one year from the moment of concluding the shareholders agreement;
4) to provide for the appointment of the general director of OJSC ‘GMK ‘Timir’ from among the candidates nominated by Evraz Plc (London);
5) to provide for the appointment of the financial director of OJSC ‘GMK ‘Timir’ from among the candidates nominated by Evraz Plc (London).
The Supervisory Board voted to approve a number of the interested party transactions and resolved to amend the Provisions on the procedures of internal control over the financial and economic activities of OJSC ALROSA to reconcile them with the requirements of the Provisions on organization of trade on equity markets approved by the Federal Service for Financial Markets of Russia.
It is one of the requirements for ALROSA’s shares to be included in the Quotation list А, Level 1.