Changes in the corporate structure in 2009
In January 2009, Jenington International Inc. acquired 14,826,000 additional shares of Polyus Exploration Limited, and in February 2009, it acquired a further 812,500 shares.
In April 2009, OJSC SVMC disposed of 251 shares it held in OJSC East Yakutia Development Corporation. As a result of this transaction, the share of OJSC SVMC in the latter’s share capital reduced from 74.9% to 49.8%.
April also saw LLC Polyus Stroy increase its share capital to RUB 1,010,000. However, the 100% share of CJSC Polyus in the share capital of LLC Polyus Stroy remained unchanged.
In May 2009, Partial Offer Nominee Limited was established as part of Polyus Group, 100% of the shares of which are held by Jenington International Inc.
In June 2009, ordinary registered shares of OJSC Matrosov Mine, with a nominal value of RUB 1 per share, were converted into ordinary registered shares with a nominal value of RUB 2 per share, and class A preference registered shares in OJSC Matrosov Mine with a nominal value of RUB 1 per share, and into convertible preference registered shares in OJSC Matrosov Mine with a nominal value of RUB 2 per share. As a result, the share capital of OJSC Matrosov Mine increased to RUB 1,183,302, and the company was no longer liable to disclose information in the form of quarterly reports and corporate action notices in accordance with Resolution of FCSM of Russia No. 06-117/ PZ-N, of 10 October 2006.
In June 2009, Jenington International Inc. acquired 2,397,500 additional shares in Polyus Exploration Limited. As a result of these transactions (including the transactions that took place in January and February) the ownership interest percentages in Polyus Exploration Limited changed. As at the end of year, Jenington International Inc. had a share of 49.999%, CJSC Polyus, a share of 31.304%, OJSC Matrosov Mine, a share of 15.867%, OJSC Aldanzoloto GRK, a share of 0.910%, and LLC LZRK, a share of 1.910%.
In April, the share capital of LLC Amursk Exploration was increased to RUB 592,824,000. However, the 100% share of Polyus Exploration Limited in the share capital of LLC Amursk Exploration remained unchanged. LLC LZRK acquired 37,280 additionally issued shares in OJSC Pervenets. LLC LZRK’s total number of shares in OJSC Pervenets amounted to 37,380; however, the 100% share of LLC LZRK in the share capital of OJSC Pervenets remained unchanged. The placement of additional shares resulted in an increase in OJSC Pervenets’s share capital to RUB 37,380,000.
In June 2009, the share capital of LLC Polyus Stroy was increased to RUB 46,010,000. However, the 100% share of CJSC Polyus in the share capital of LLC Polyus Stroy remained unchanged.
In July 2009, the share capital of LLC Krasnoyarsk Exploration was increased to RUB 406,375,976. However, the 100% share of Polyus Exploration Limited in the share capital of LLC Krasnoyarsk Exploration remained unchanged.
In August 2009 the convertible preference registered book-entry shares (class A) of OJSC Matrosov Mine were converted into additional ordinary shares. Thereupon, the share capital of OJSC Matrosov Mine was divided into 591,651 ordinary shares; the share capital of OJSC Matrosov Mine does not include any preference shares.
In August, OJSC YMC issued 224,551 additional shares. As a result, its share capital increased from RUB 73,500,000 to RUB 95,955,100. However, the 100% share of Polyus Exploration Limited in the share capital of OJSC Ya YMC remained unchanged.
In September 2009, LLC Gromovsky, an affiliate of JSC Sevzoto, was liquidated.
In October 2008, OJSC Aldanzoloto GRK was reorganized through a merger with CJSC Kurakhanzoloto. As a result, the latter discontinued its operations. LLC CHOP Polyus Shield-M was set up in October. The main participant in LLC CHOP Polyus Shield-M is LLC CHOP Polyus Shield (99.9%).
In November 2009, OJSC Polyus Gold purchased 16 additional shares in CJSC Polyus and now holds a total number of 315 ordinary shares in the company. The total share of OJSC Polyus Gold in the share capital of CJSC Polyus remained unchanged (100%).
In December 2009, OJSC Polyus Gold sold 100% of the share capital of LLC CHOP Polyus Shield to LLC CHOP Polyus Shield-M.
Also in December, CJSC Polyus acquired an additional 41,071 shares in OJSC Matrosov Mine, bringing the total number of shares it holds to 632,722. CJSC Polyus’s ownership interest in OJSC Matrosov mine remained unchanged (100%).
In December, LLC Rosbank Management Company purchased shares in OJSC RBC Information Systems for OJSC Polyus Gold under a trust agreement. On 23 December 2009, as a result of the termination of this trust agreement, 16,008,706 OJSC RBC Information Systems shares (11.43% of the share capital) were transferred to OJSC Polyus Gold’s depositary account.
Also in December, LLC LZRK purchased 144 additional shares in JSC HRMC Sukhoi Log, bringing the total number of shares it holds in JSC HRMC Sukhoi Log to 540 items. The total share of LLC LZRK in the share capital of JSC HRMC Sukhoi Log remained unchanged (100%).
In addition, in December, OJSC Polyus Geologorazvedka, a subsidiary of OJSC Polyus Gold, and OJSC Soyuz, a subsidiary of CJSC ZDK Lenzoloto, were liquidated.
Acquisition of 50.1% of KazakhGold Group Ltd.
On 14 August 2009, Jenington International Inc. acquired 26,550,495 of the shares of KazakhGold Group Limited, amounting to 50.1% of the company’s share capital. As a result of this transaction, the following assets became part of Polyus Group: the Kazakh assets Joint Stock Company Kazakhaltyn Mining and Smelting Group, LLP Kazakh-Chinese Mining Joint Venture, LLP Altyn City Group, LLP Vasilevsky Mine, LLP Visart, LLP Prospector’s Team Gornyak, LLP City A-Invest; the Kyrgyz assets CJSC TGMK, LLC Norox Operating Company; the Romanian assets Romaltyn Exploration S.R.L., Romaltyn Mining S.R.L.; as well as Kazakhgold Services Cyprus Ltd (Cyprus), Romanshorn LC AG (USA), Norox Mining Company Ltd (Cayman Islands), and Romaltyn Limited (Isle of Man).
In October 2009, Joint Stock Company Kazakhaltyn Mining and Smelting Group acquired 51% of LLP Stepnogorsk Hotel, taking its total share in the share capital of LLP Stepnogorsk Hotel to 100%, following a previous acquisition.
The Structure of Polyus Group as at 31 December 2009
