Alternative meetings of shareholders will be held at Angarskcement

As Kommersant learned yesterday, the conflicting owners of Angarskcement OJSC (Irkutsk region) - the Novosibirsk RATM group and the Kemerovo company Sibirsky Cement - will hold alternative extraordinary meetings of shareholders within the next month. At each of them, most likely, a new board of directors will be elected. The need to elect a new board of directors arose due to the entry into force of the arbitration decision in the RATM lawsuit, which terminated the powers of the current board of directors of Angarskcement. Representatives of Angarskcement shareholder companies, according to Kommersant's information, intend to hold alternative meetings of the company's shareholders in March-April 206. RATM intends to hold its meeting on March 5, representatives of Angarskcement, controlled by Sibirsky Cement, told Kommersant that the extraordinary meeting will take place on April 1. The main items on the agenda of the meetings are the same - at both it is planned to terminate the powers of the old board of directors (BoD) and elect a new one, as well as consider the issue of early termination of the powers of the plant management company KPM Management Limited, registered in the British Virgin Islands.
Last Wednesday, the appellate instance of the Arbitration Court of the Irkutsk Region upheld the decision of the first instance in the RATM claim to invalidate the decisions of the annual general meeting of shareholders of Angarskcement OJSC dated August 27, 2005. As a result, the powers of the enterprise's Board of Directors (consisting only of representatives of Sibirsky Cement) were terminated. Now at Angarskcement the “old” council (elected at a meeting held on January 25, 2005) is legitimate, which only has the right to convene an extraordinary meeting. Yesterday, the head of the legal department of RATM-Holding CJSC, Georgy Merkulov, told Kommersant that the court “confirmed the validity of the claims of the shareholder” removed from managing the asset he owned. At the same time, he believes that RATM is now unable to influence the decisions made by the current management of the plant, and fears that if damage is caused to society, there will be no one to hold accountable.
In turn, representatives of Angarskcement and Sibcem claim that the enterprise is operating as usual, and the termination of the powers of the Board of Directors will not affect production activities in any way.
According to the head of the legal department of Angarskcement, Stanislav Golotvin, “the arbitration court did not comprehensively evaluate the evidence presented and made a decision in clear violation of the norms of substantive and procedural law.” He said that the company would file a cassation appeal with the Federal Arbitration Court of the East Siberian District.
Mr. Golotvin said that the court’s decision will not affect the current activities of the enterprise, since the management of Angarskcement “bases its powers on the decisions of the meeting of January 25, 2005. “RATM unsuccessfully challenged the results of this meeting in three instances,” Mr. Golotvin reminded Kommersant. The lawyer noted that the composition of the current Board of Directors (elected on January 25 - Kommersant) is identical to the council, whose powers were terminated by the court.
Stanislav Golotvin said that no one is preventing RATM from participating in the management of the company, but this company has “ignored all shareholder meetings since November 2004.”
Kommersant will monitor developments.
SERGEY BERG, Irkutsk
What are RATM and Sibcement fighting for?
OJSC Angarskcement is the largest supplier of cement in the region; in 2004 it produced 670.8 thousand tons of cement; data for 2005 has not yet been disclosed. The net profit of Angarskcement in 2004 amounted to 20.47 million rubles, according to the results of the first half of 2005 - a net loss of 53.64 million rubles. After purchasing a 50.52% stake in OJSC in September 2004, the RATM group expected to increase its stake in the plant to 95%. However, the holder of a 45% stake in CJSC Eastland sold its stake to OJSC Sibirsky Cement, which began operational management of the plant. RATM, in turn, does not take part in shareholder meetings initiated by its opponent. In July 2005, RATM's stake decreased by 2.17%, to 48.35% - these shares were seized from the Novosibirsk company by the minority shareholder of Angarskcement, Lyubov Kapitonova. Since that time, RATM has been trying through the courts to restore its rights to a controlling stake. As of mid-2005, RATM and Sibirsky Cement owned, respectively, 48.35% and 49.3% of the shares of Angarskcement. According to information from Sibcem at the beginning of this year, its share in Angarskcement was “just over 50%.”

Kommersant (Khabarovsk) No. 38 from 03/04/2006

RATM and Sibcement diverged in time