Rostelecom shareholders to elect new board on property agency's initiative April 2
MOSCOW. Dec 20 (Interfax) - Directors at Rostelecom have scheduled an extraordinary shareholders meeting for April 2 to elect a new board of directors and vote on charter amendments.
Shareholders on record as of January 9 will be eligible to vote, Rostelecom said.
The meeting was convoked by the Russian Federal Property Agency (Rosimuschestvo), the telco's biggest shareholder, as the government stake has risen significantly following the merger with OJSC Svyazinvest.
The list of board candidates will be drawn up 30 days in advance of the meeting.
Two sources with knowledge of the situation at the company told Interfax that the state might vote two government officials onto the new board. Also, more board members might vote according to state directives. The state might get six of 11 candidates elected to the board.
Only three directors currently vote in line with state directives: Vadim Semyonov, the board chairman, Sergei Kruglov, head of administration at the Rostec corporation, and Mikhail Alexeyev, head of UniCredit Bank.
There are no government officials currently on the board at Rostelecom.
The planned charter amendments could call for increasing the board's mandate to manage Rostelecom subsidiaries, one source said.
Svyazinvest was the biggest shareholder in Rostelecom prior to the reorganization, and Rosimuschestvo had 7.4% ordinary shares. Rosimuschestvo now has 46.99% ordinary shares or 43.07% issued shares. Vnesheconombank (VEB) owns 4.04% voting shares and 3.7% issued shares. In total, the state owns 51.03% voting shares and 46.77% issued shares.
The biggest minority shareholder until recently was Gazprombank , which held 9.24% voting shares on behalf of Konstantin Malofeyev's Universal Telecom Investments Strategies. The Rostelecom board currently includes two of the bank's representatives: its former executive vice president, Anatoly Milyukov; and the head of Gazprom Asset Management, Alexander Pchelintsev.
Subsidiary LLC Mobitel bought 7.24% of Rostelecom shares from Gazprombank on November 18 and now holds 9.38% of the state telecom's voting stock and 12.55% of the operator's preferred shares.
Rostelecom itself holds 7.21% of its own ordinary shares and 17.5% of prefs (8.07% of capital) bought in September from minority holders who disagreed with the holding's merger with Svyazinvest. These shares were purchased in September at 136.05 rubles a share.
In February-March of 2014, Rostelecom will purchase additional shares from minority shareholders who are not participating in the December 30 vote to spin off mobile assets. These shares can be used to vote at the April 2 meeting by shareholders on record as of January 9.
The quasi-treasury and treasury stakes will give Rostelecom management 16.59% votes, enough to get two candidates on the board.
The Russian Direct Investment Fund (RDIF) and Deutsche Bank each own 1.35% ordinary shares and Gazprombank has 1.13% votes.
