On April 5, 2001, an extraordinary shareholders’ meeting of ALROSA (closed joint-stock company) was held by correspondence vote.
The shareholders decided to approve a revised edition of the Charter of ALROSA (open joint-stock company).
In the new Charter edition, amendments are made to clauses establishing the type of the joint-stock company (to replace the full and abbreviated trade names of the Company), namely: the present name is replaced with «Open Joint-Stock Company ALROSA» and «ALROSA Ltd." is replaced with «OJSC ALROSA». The document also abandons clauses related to shareholders’ preferential right to buy shares sold by other Company shareholders at a price offered to third parties and those entitling the Company to place additional shares by only closed subscription; and the clause «Implementation Procedures and Periods of the Preferential Share Purchase Right» is deleted.
Clause 7 «Authorized Capital» is amended to include a paragraph on shares authorized for issue in addition to those outstanding in the amount of 76362 pieces.
The competencies of the Supervisory Board are extended and supplemented, and the number of deal types to be prior approved by the Supervisory Board is increased, with threshold figures for deals to be approved reduced as compared to those established by the law, among other things.
The powers of the Supervisory Board have also been extended: to approve reports about results of security issues, to take decisions about making contributions to the property of other organizations (limited-liability companies) and about participating in simple partnership agreements (agreements on joint activities).
The meeting approved revised Regulations on the general shareholders’ meetings of OJSC ALROSA, the Supervisory Board, the Executive Committee, and the Auditing Commission of OJSC ALROSA.
The shareholders decided to approve a deal implying interest, such as procurement of additional-issue shares in OAO Severalmaz by ALROSA Ltd. on the following terms and conditions:
1)Type, category and form of acquired shares in OAO Severalmaz: ordinary, registered, non-documented shares;
2)The nominal value of one share in OAO Severalmaz of the additional issue: 1 (One) ruble;
3)The number of the additional-issue shares in OAO Severalmaz purchased by ALROSA Ltd.: up to 17,100,000,000 (Seventeen billion one hundred million) pieces;
4)Acquisition method of the additional shares in OAO Severalmaz by ALROSA Ltd.: use of a preferential right to buy additional-issue shares;
5)The cost of the additional shares in OAO Severalmaz: up to 17,100,000,000 (Seventeen billion one hundred million) rubles (at the price of 1 ruble per share).
The payment method for the additional shares in OAO Severalmaz is by money, in Russian Rubles.