23 Jun 2010 11:07

RussNeft shareholders to elect new board of directors on Sept 7

MOSCOW. June 23 (Interfax) - The board of directors of RussNeft decided at a meeting on June 21 to call an extraordinary shareholders' meeting on September 7 to elect new members to the board, the oil company said in a statement.

Shareholders of record on June 21 may participate in the ESM. The board will examine shareholder nominations on August 12.

A source close to the company's shareholders earlier told Interfax that Mikhail Gutseriyev, who owns 49% of RussNeft, nominated six candidates for the election at the AGM on June 28.

Sberbank , which owns 2%, nominated one, Sistema , with 49%, nominated five and Glencore International AG has also nominated two. It was thought Sberbank would nominate two candidates, but the source said the bank had decided to share a vote with Gutseriyev.

Reports say the board will be augmented to 14 directors at the AGM, and that Gutseriyev and Sistema would each nominated five candidates and Sberbank and Glencore would each get two seats on the board.

The source said technicalities associated with corporate procedures dictated the need to hold the ESM.

At the June 21 meeting, the RussNeft board also approved recommendations concerning a mandatory offer from Sistema to purchase outstanding RussNeft shares, including the valuation of the offer price by Scientific Research Laboratory of Expert Review and Valuation LLC, an independent appraiser.

Sistema made the mandatory offer on June 9. It offered a price of 60,144.29 rubles per share. Gazprombank is the guarantor.

Representatives of both Sistema and RussNeft said the offer was purely a technicality required by the law on stock companies.

None of the shareholders plan to sell shares. The offer price was calculated based on the announced price Sistema paid for the 49% stake, $100 million.