The general meeting of stockholders. 21st of August of 2007.
On the 21st of August of 2007, the general meeting of stockholders of OJSC Bank “Finance & Credit” has resolved to enhance the authorized capital stock of OJSC Bank “Finance & Credit” by increasing the number of shares of current share denomination by means of additional depositations and to place the shares which will be additionally floated, in closed (private) way (minutes no.2 of 21.08.2007).
Total quantity of shares of the Bank offered for placement - 1.515.000.000 (one billion five hundred fifteen millions) of ordinary nominative shares. Type of shares – ordinary. Share denomination – UAH 0,50 (fifty kopecks).
Total denomination of shares of the Bank subject to placement – UAH 757.500.000 (seven hundred fifty seven million five hundred thousand UA hryvnas). Form of the shares of the Bank – non-documentary.
By now the shares are placed among the stockholders who hold 10 and more percent of shares in the following way:
- Limited Liability Company ‘Askania’, 504 471 470 of ordinary nominative shares, 48,6003 % of the authorized capital stock of the Bank;
- Closed Joint Stock Company ‘F&C Realty’, 508 127 665 of ordinary nominative shares, 48,9526 % of the authorized capital stock of the Bank.
The stockholders of the Bank can use their buying priority for shares which are additionally placed within the first stage of placement – from the 25th of September, 2007, till the 9th of October, 2007 (included).
Placement of shares of the Bank includes the following sequence of actions:
- the stockholder of the Bank (authorized person) submits an application for purchase of shares to the Board of the Bank;
- sign the sale agreement (if the application is drawn up and submitted according to the terms and conditions of placement);
- make payment for shares according to the terms and conditions of placement.
Those stockholders of the Bank which resign their buying priority for additionally placed shares should give an unrestricted written notice to the Board of the Bank prior to the commence date of the first stage of placement.
Commence date of the first stage of placement – 25th of September, 2007.
Last date of the first stage of placement – 9th of October, 2007.
Commence date of the second stage of placement – 10th of October, 2007.
Last date of the first stage of placement – 12th of October, 2007.
Closed (private) placement of shares of the Bank will be valid for the stockholders of the Bank only.
Closed (private) placement of shares of the Bank will be carried out in two stages:
First stage – the stockholders of the Bank use their buying priority for the number of shares proportional to their share in the authorized capital stock of the Bank as of the commence date of the first stage of placement.
Second stage – shares are placed among the stockholders of the Bank in quantity exceeding the number of shares acquired against the priority.
The first stage of closed (private) placement of shares of the Bank will take place at building 60, Artema Street, Kyiv, 04050, Ukraine.
The second stage of closed (private) placement of shares of the Bank will take place at building 60, Artema Street, Kyiv, 04050, Ukraine.
The buying priority for shares subject to placement or purchase of shares for which the stockholders of the Bank have not used their buying priority within the established period of time can be implemented by means of an application (individual at each stage of placement) submitted to the Board of the Bank and mandatory indicating:
- Full name of stockholder (according to the latest registered review of the statutory documents of legal entity);
- Details of state registration certificate of legal entity (series, number, organ which issued the certificate and date of issuance);
- Code of stockholder according to JSREOU;
- Location of stockholder (as indicated in the state registration certificate of legal entity) and postal address (with indication of five digit postal code);
- Contact details (telephone, fax, e-mail);
- Number of shares which stockholder is willing to buy and undertaking to pay for the applied number of shares at the rate which will be not lower than denomination, and in time specified in terms and conditions of placement;
- Date of application, outgoing mail number, signature of officer and stamp of legal entity.
The applications are accepted by authorized persons of the Bank: Volodymyr Khlyvniuk, the Chairman of the Board, Oleg Shapkin, Deputy Chairman of the Board, and Olexandr Glushchenko, Deputy Chairman of the Board, during the office hours on the days of shares placement 9.00 to 18.00.
The application should be personally submitted by stockholder of the Bank or through its authorized representatives. When the application is submitted by the authorized representative of stockholder of the Bank, its power should have due confirmation according to the effective laws.
Applications submitted for the quantity of shares exceeding the leftover of unplaced shares will be rejected in full and the authorized persons of the Bank will give a written notice of this to applicants – stockholders of the Bank within 3 (three) working days.
From the date of application and before the last date of each stage of placement, an agreement of sale of shares should be effected with stockholder of the Bank who applied for placement.
An agreement of sale of shares is made between and sealed by the Bank and stockholder represented by their authorized persons. The documents which confirm power of the person authorized by stockholder will be filed by the Bank.
The terms and conditions of a sale agreement should comply with the terms and conditions of placement.
Only cash resources in national currency of Ukraine (hryvnas) can be used as source of payment.
Payment for shares under sales agreements made in the first stage of placement should be fulfilled within 5 (five) banking days from the date of agreement and before the last date of the first stage of closed (private) placement of shares – 9th of October, 2007.
Payment for shares under sales agreement made in the second stage of placement should be fulfilled within 3 (three) banking days from the date of agreement and before the 12th of October, 2007.
Shares should be paid for by way of bank transfer of cash by stockholders to the account of OJSC Bank ‘Finance & Credit’ according to the following bank details: recipient – OJSC Bank ‘Finance & Credit’, code of recipient according to JSREOU: 09807856, checking account no. 36302010900980 at OJSC Bank ‘Finance & Credit’, MFO 300131.
Payment for shares can’t be made with non-monetary resources.
After the Bank receives payment for shares, the stockholder which bought the shares will get a payment reference within 10 (ten) working days. The reference is verified with signatures of the Chairman of the Board and Senior Accountant of the Bank and sealed with the stamp of the Bank.
The results of closed (private) placement of shares should be approved by the General Meeting of Stockholders of the Bank.
If the Bank withdraws placement of shares, cash received by the Bank from stockholder as payment for shares of this placement should be returned to stockholder by way of bank transfer within 7 (seven) banking days from the date when such decision was made by the General Meeting of Stockholders of the Bank.
If the quantity of shares of the Bank subject to placement are placed ahead of schedule, the Board of the Bank can take a decision about early completion of closed (private) placement of shares however this should happen not earlier that the commence date of the second stage of placement.
If the shares of the Bank are not placed in full quantity, the General Meeting of Stockholders of the Bank approves the results of placement in actual volume of placement (payment).
Khlyvniuk Volodymyr Grygorovych, the Chairman of the Board, Shapkin Oleg Anatoliyovych, Deputy Chairman of the Board, and Glushchenko Olexandr Viktorovych, Deputy Chairman of the Board are authorized to act as authorized persons of the Bank with the following powers:
- personally notify all stockholders about resolutions of the general meeting of stockholders;
- receive written notices of buying priority waive from stockholders with regard to shares subject to placement;
- carry out actions enabling stockholders to use their buying priority with regard to shares subject to placement;
- carry out actions to ensure share are placed in closed (private) way.
Buying priority for shares can be implemented during the first stage of placement at the place of location of the Bank (building 60, Artema Street, Kyiv, 04050, Ukraine) through application submitted to the name of the Board of the Bank, then through agreement of sale of shares which should be effected by the 9th of October, 2007 (inclusive) and 100% payment of shares according to the sale agreement.
Stockholders, who will buy shares of the Bank, will acquire the rights of stockholders specified by the effective laws of Ukraine and the Articles of the Bank.
The authorized capital stock of the Bank will be enhanced to increase market capitalization of the Bank and to widen the range of banking services. The funds will used to enhance the authorized capital stock of the Bank.
No provisions or actions will be made for conversion of shares subject to additional placement.
The person stated herein below confirms authenticity of information provided in the letter of disclosure and acknowledges his responsibility according to the laws
Chairman of the Board of OJSC Bank ‘Finance & Credit’ Volodymyr Khlyvniuk.
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