There are no legal grounds to re-elect the Board of Directors of OJSC Holding Company "Sibcem"

OJSC Holding Company "Sibcem" states that the Election of a new Board of Directors for the company in June 2013 was held in accordance with the law without violations, the rights of minority shareholders were fully met. The statement of Investor Protection Association (IPA) for mass-media, which stated the opposite, contains unlawful assessments and untrue information on Annual General Meeting of Shareholders of the Holding Company (AGMS) and review procedure, according to OJSC Holding Company "Sibcem".

The Minority Shareholders of OJSC Holding Company "Sibcem" announced their intention to challenge the results of elections for the Board of Directors in August 2013. However, the official complaint to Sibirskiy Cement was not brought. According to the Company, such complaints were brought neither to courts, nor to law authorities. Instead, the Investor Protection Association applied to mass-media which is not competent to make decisions on the issues raised by the organization.

In its statement IPA points a number of facts, which are presented as “abuse”, though they are not:

• On the basis of Art. 56 of the Federal Law “On Joint-Stock Companies” the number and personal composition of the counting commission are approved by the General Meeting of Shareholders. The actual composition of the counting commission at the AGMS of OJSC Holding Company “Sibcem” held in June fully complies with the law.
• The list of candidates for the Board of Directors, contained in the documents, provided to Shareholders in preparation to the AGMS, is the same as the list of candidates in the voting ballot. These documents are prepared in accordance with Russian law. The company can’t and shall not be responsible for indistinct instructions, given by a Shareholder to a person, who participated in the Meeting on his behalf, or improper execution by such person of minority shareholder’s instructions.
• The requirement of IPA for the presence of independent observers from the candidates for the Board of Directors during the AGMS contravenes the provisions of Art. 89 and 91 of the Federal Law “On Joint-Stock Companies”. According to the Law only shareholders and their representatives on the basis of the Power of Attorney shall be present at the Meeting.

“We should point out the fact that IPA referred to mass-media only now –six months after the General Meeting of Shareholders of the Holding Company and six months before the next election for the Board of Directors. It can be the evidence of the fact, that IPA does not seek to protect the allegedly violated rights of the minorities (who can easily exercise their legal right to be elected for the Board of Directors at the next elections)”, - says Daria Martynkina, the Director of Public Relations of OJSC Holding Company “Sibcem”.

OJSC Sibcem further notes the activity of the Association is connected with the fact, that its CEO is Denis Kulikov, who was not supported by the Shareholders as the Member of the Board of Directors at the last Meeting. Andrey Muraviev, former president of the Holding Company “Sibirskiy Cement” also was not elected, and his business partner Boris Sinegubko is a member of the Board of Directors of IPA. (It was previously reported by the Holding Company, that the Holding Company and its subsidiaries filed claims against a number of natural persons and companies. Andrey Muraviev and other former senior executives, who worked with him, are represented in cases personally or through affiliated companies).