Result of extraordinary general meeting

22 February 2019

Urals Energy PCL ("Urals Energy" or the "Company")
Result of extraordinary general meeting

The newly elected Board of Directors of Urals Energy PCL (the "Company"), would like to thank those shareholders who have voted for them the recent extraordinary general meeting (the "EGM") and announce results of the EGM and the new Board's strategy going forward.

Results of the EGM

At the EGM held earlier today all of the resolutions, apart from resolution 4, were duly passed. Resolution 4 proposed that Vladimir Rusinov be appointed as a director of the Company. As a result, the Board now comprises Alexei Maximov, Vasily Mescheryakov and Jean-Pascal Peltier.

The votes cast for and against each resolution were as follows:

1. Resolution THAT Andrew Henry Shrager be removed from office as director of the Company in accordance with section 178 of the Companies Law Cap. 113. (the "Law") with immediate effect

For: 7,402,083 votes / 88.82% (2,705,843 votes / 65.56% excluding the requisitioner's votes)

Against: 931,829 votes / 11.18%

2. Resolution THAT Leonid Y. Dyachenko be removed from office as director of the Company in accordance with section 178 of the Law with immediate effect

For: 7,402,083 votes / 88.82% (2,705,843 votes / 65.56% excluding the requisitioner's votes)

Against: 931,829 votes / 11.18%

3. Resolution THAT Stephen Myers Buscher be removed from office as director of the Company in accordance with section 178 of the Law with immediate effect

For: 7,402,083 votes / 88.82% (2,705,843 votes / 65.56% excluding the requisitioner's votes)

Against: 931,829 votes / 11.18%

4. Resolution THAT Vladimir Rusinov be appointed as director of the Company in accordance with Regulation 15 of the Company's Articles of Association with immediate effect

For: 1,109,689 votes / 15.58%

Against: 6,010,625 votes / 84.42%

5. Resolution THAT Alexey Maximov be appointed as director of the Company in accordance with Regulation 15 of the Company's Articles of Association with immediate effect

For: 8,341,168 votes / 87.71%

Against: 1,168,810 votes / 12.29%

6. Resolution THAT Vasily Mescheryakov be appointed as director of the Company in accordance with Regulation 15 of the Company's Articles of Association with immediate effect

For: 7,420,849 votes / 88.84%

Against: 931,829 votes / 11.16%

7. Resolution THAT Jean-Pascal Hilaire Peltier be appointed as director of the Company in accordance with Regulation 15 of the Company's Articles of Association with immediate effect

For: 7,666,441 votes / 89.16%

Against: 931,829 votes / 10.84%

Suspension of trading in the Company's shares on AIM

As the first order of business, the Board are committed to use all means possible to lift the suspension of trading in the Company's shares on AIM due to the resignation of the nominated adviser, announced on 14 February 2019. The Board are in discussions with a number of nominated advisers regarding an appointment.  Shareholders should note that if a nominated adviser is not appointed within 30 days of the resignation of the previous nominated adviser then trading in the Company's shares on AIM will be cancelled.  Further updates will be announced as appropriate. 

Financial concerns

The Board recognizes that the Company's financial standing requires urgent evaluation. For these purposes the Directors are working with the Company's Chief Financial Officer and are planning to:

  1. Seek assurance that the Company has sufficient sources of working capital;
  2. Evaluate the Company's existing debt situation, as well as possible new sources of financing;
  3. Recommend and implement cost-cutting measures; and
  4. Re-assess all the loans given by the Company.

Corporate governance

The Board is working on a road-map and timeline of specific actions that will strengthen the Company's corporate governance and systems, procedures and controls, at all levels of the parent company and the Russian subsidiaries to seek to make it compliant with the requirements of a company whose shares are traded on AIM.

Annual general meeting

The Board plans to hold the annual general meeting in March 2019. The agenda of the meeting will be announced separately.

Going forward

The Board acknowledges that in the last several months the Company was forced to endure a period of discontent and uncertainty and wishes to turn the page and move forward. They believe that, even though the history of Urals Energy has included a number of dramatic events, power struggles and disagreements between stakeholders, its asset base and their unique geographic location puts the Company on track for further expansion and shareholder value creation.

While the Board still requires time to fully assess all the intricacies of daily operations at all the producing companies, we will support the following:

  • Increasing the productivity of existing assets, including strengthening supervision of all drilling and other well-related works;
  • Accelerating all necessary steps to achieve oil production at RK Oil and BVN Oil;
  • Widening the product offering and re-evaluating possible new export routes from Sakhalin island to neighboring countries;
  • Growing the asset base of the Company by seeking out assets that add value and bring additional revenue to its core operations;
  • Actively participating in the Kholmsk Port management and strategic development to enhance its revenue stream to Urals Energy;
  • Maintaining and fortifying mutually beneficial cooperation with local administrations aimed at long-term support of the Company's operations and expansion;
  • Strengthening and expanding relations with partners, especially with Petraco Oil Group, the support of which the Company has enjoyed for decades;
  • Strengthening the management team by hiring new professionals, as appropriate;
  • Returning institutional investors to the list of active Urals Energy shareholders.

Finally, we intend to improve communications with our shareholders, for which we intend to reintroduce the monthly Q&A section on the Company's web-site and annual (if necessary - more frequent) interviews with the Company's executives.

The Company provides the following details on the new directors.

Mr Alexei Maximov, Chairman (aged 59) 

Mr Maximov currently holds or has held the following directorships and partnerships within the last five years:

Current directorships and partnerships Past directorships and partnerships
held within the last five years
None Executive director of Urals Energy PCL (2009-2014), 227,927 Company shares held

Mr Jean-Pascal Hilaire Peltier, Director (aged 42), Head of Remuneration Committee

Mr Peltier currently holds or has held the following directorships and partnerships within the last five years:

Current directorships and partnerships Past directorships and partnerships
held within the last five years
None CEO of "RB Factoring" (2011-2017), no Company shares held

In 2014, UAE bank foreclosed on Mr Peltier's personal real estate, mortgaged to secure a credit facility. In 2018, the mortgage was repaid under a settlement agreement.

Mr Vasily Mescheryakov, Director (aged 49), Head of Audit Committee

Mr Mescheryakov currently holds or has held the following directorships and partnerships within the last five years:

Current directorships and partnerships Past directorships and partnerships
held within the last five years
None None, no Company shares held

 

Enquiries

Urals Energy Public Company Limited

Alexei Maximov, Chairman

Tel: +357 22 451686

 

 

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