Turbine Blades’ Plant mergers with Power Machines

Extraordinary general meeting at “Turbine Blades’ Plant” (ZTL) was held on 22 October, which passed a decision for the merging with “Power Machines”. The decision marked the beginning of the final stage in the reorganization of enterprises of the “Power Machines Group” into one legal entity.

By a unanimous vote the shareholders meeting of Turbine Blades’ Plant backed up the proposal of the Board for the Plant to merge with Power Machines.
Under the Russian Law each ZTL shareholder shall be entitled to conversion of the shareholder’s shares, i.e. ownership of common inscribed shares of the Power Machines, or demanding from ZTL to buy back the shareholder’s shares.

In accordance with the procedure for conversion, which had been approved earlier, one common share of ZTL (face value – Rbls 0.125) shall be converted simultaneously into 200 additional common uncertified shares of Power Machines (face value – Rbls 0.01) being placed in accordance with the decision of the general meeting of shareholders of Power Machines to increase the Statutory Fund by additional issue of shares.

In case of a shareholder decided not to convert, the shareholder shall be entitled, within 45 days, to demand from the issuing authority to buy back the shareholder’s shares. The price for buying back one inscribed common share of ZTL, as approved by the Board on the basis of an independent valuation of “Rosexpertiza” JC Limited, is Rbls 261.28 per share.

In addition to passing the decision to reorganize Turbine Blades’ Plant through merger with Power Machines, the general shareholders meeting approved the Agreement for the Merger of Turbine Blades’ Plant with Power Machines, a transfer act of ZTL, as well as a major transaction associated with the transfer of the property complex of ZTL as part of universal assignment of rights associated with the reorganization of the Company.

“Power Machines” is a major shareholder of the “Turbine Blades’ Plant” holding 76.89 % interest in the Plant.