Representatives of the SPFU will vote against changing the type of energy companies from OJSC to PJSC
In connection with numerous mentions in mass media the questions connected with the General meeting of shareholders of PJSC "DTEK Dniproenergo", PJSC "DTEK Zakhidenergo", PJSC "DTEK Donetskoblenergo", PJSC "DTEK Dneproblenergo" PJSC "Kyivenergo", PJSC "DTEK Krymenergo", which should be considered to change the type of the aforementioned public companieson private, the State Property Fund of Ukraine reports the following.
Any negotiations were not conducted with the Fund as a shareholderon changing the type of the entities mentioned above. Information of intent to consider a change in the type of companies emerged in open sources only in relation to “DTEK Dniproenergo”. Despite the emergence of this information, 13.04.2016, in the SPFU, a meeting was held during which inter alia the issueabout type change was discussed,concerning the companies whose shares are in the management of the SPFU, from public to private.
At the latter meeting the position of the SPFUwas confirmed again,in the case of the agenda of theshareholdersGeneral meetingof any public company of the DTEK group on the issue of changing the type of companyin private.Representatives of the SPFU will vote against this decision, either not vote on this issue– depending on whether they have agreed to the CMU to vote against it (according to the law, the SPFU should align with the CMU assignment for a vote during the shareholders ' meeting on strategic enterprises and energy companies). The reason for this decision is that the change of the company from OJSC to PJSC is disadvantageous for the SPFU, as it will be more difficult for the state represented by the Fund to control the activity of a private joint stock company, to which the law imposes less stringent requirements.
According to the Law of Ukraine "On Joint Stock Companies", the exclusive competence of the General meeting as the Supreme management body of the company is owned by the issue of amendments to the company Charter and the decision about the change type of a company. Such a decision can be made by more than three quarters of votes of shareholders who registered for participation in the General meeting.
Given the above, in the case of registration of state representatives at General meetings of shareholders of the aforementioned companies and in the case that the representatives of the state will voteagainst (or will not vote) on the agenda about changing the type of the company and amending the articles of Association, the General meeting will not acceptsuch a decisionat all.
Briefing Note
To date, owners of shares of 10% or more of the PJSC "DTEK Dniproenergo", PJSC "DTEK Zapadenergo", PJSC "DTEK "Donetskoblenergo", PJSC "DTEK "Dniprooblenergo", PJSC "Kyivenergo" and PJSC "DTEK Krymenergo" are:
1. PJSC "DTEK Dniproenergo" DTEK Holdings Limited (Cyprus) – 25% shares,DTEK ENERGY B. V. (Netherlands) - 43,8138% of the shares, the state represented by the SPFU– 25% of the shares.
2. PJSC "DTEK Zakhidenergo" - DTEK Holdings Limited (Cyprus) – 45,1035% of shares, DTEK ENERGY B. V. (Netherlands) - 27.1327% of the shares, the state represented by the SPFU – 25% of the shares.
3. PJSC "DTEK Donetskoblenergo" - DTEK Holdings Limited (Cyprus) – 40,0611% of shares, DTEK ENERGY B. V. (Netherlands) – 31,4367% of the shares, the state represented by the SPFU – 25% of the shares.
4. PJSC "DTEK Dniprooblenergo" - DTEK Holdings Limited (Cyprus) - 51.5585% of the shares, Larva Investments limited (Cyprus) – 15,8934% of the shares, the state represented by the SPFU– 25% of the shares.
5. PJSC Kyivenergo DTEK Holdings Limited (Cyprus) – 40,0611%, DTEK ENERGY B. V. (Netherlands) – 29,0928%, JSC "DTEK ENERGO" (Ukraine) – 18,3035% of the shares, the state represented by the SPFU– 25% of the shares.
6. PJSC "DTEK Krymenergo" – DTEK Holdings Limited (Cyprus) – 50,2862%, GARENSIA ENTERPRISES LIMITED (Cyprus) – 12,3670% of the shares, the state represented by the SPFU– 25% of the shares.