Business news from Ukraine

“Zaporizhstal” will change form of ownership and approve reports for 7 years – Metinvest

2 January , 2024  

Metinvest Mining and Metallurgical Group, as one of the major shareholders of Zaporizhstal Iron and Steel Works, has initiated an extraordinary shareholders’ meeting to change the company’s type from PJSC to PrJSC, approve the 2015-2022 reports, distribute profits and make decisions on other important issues.

According to the company’s official announcement in the information disclosure system of the National Securities and Stock Market Commission, the extraordinary general meeting of Zaporizhstal shareholders to be held remotely is scheduled for January 29, 2024.

The agenda includes 18 items, including the approval of the appointment of KPMG Audit as the auditor for 2020-2022, approval of the company’s annual reports and balance sheets for the period from 2015 to 2022,

The meeting will also consider the distribution of profits or approval of the procedure for covering losses based on the results of operations in 2015-2022. At the same time, it is proposed to leave the net profit of UAH 1 billion 804 million 967,874 thousand received by the company based on the results of 2015, profit for 2016 in the amount of UAH 4 billion 690 million 82,987 thousand, profit for 2017 in the amount of UAH 3 billion 348 million 548,937 thousand, profit for 2018 in the amount of UAH 4 billion 719 million 208,550 thousand and profit for 2021 in the amount of UAH 16 billion 809 million 158,412 thousand undistributed.

The loss of UAH 4 billion 332 million 801,906 thousand in 2019, as well as the loss for 2020 in the amount of UAH 3 billion 678 million 76,402 thousand and the loss for 2022 in the amount of UAH 4 billion 864 million 684,828 thousand shall be covered by deferred income.

The shareholders will also approve the approval of major transactions, approve Premium Standard Appraisal LLC as a valuation entity to value the company’s property and the market value of the company’s shares, and approve the CEO’s order to approve the market value of 1 ordinary registered share of the company determined by appraisers as of the last business day preceding the day of posting the notice of the general meeting of shareholders at which the decision was made that became the basis for the mandatory share buyback.

The meeting also intends to approve a two-tier management structure, eliminating the audit committee as a controlling body. The shareholders will renew the composition of the supervisory board, which is proposed to elect Yuriy Ryzhenkov, Yulia Dankova, Svitlana Romanova and Oleksandr Myronenko as representatives of the shareholder Metinvest B.V. (Netherlands), and Ruslan Bogdanov and Pavlo Osiyuk as independent directors.

The shareholders also plan to change the company’s type from PJSC to PrJSC, adopt a new version of the charter, and confirm the powers of CEO Roman Slobodianiuk in changing the company’s type.

After registration of the amendments to the revised charter with the change of the company’s type, the powers of the supervisory board members will be terminated and it is proposed to introduce Ryzhenkov, Dankova, Romanova as representatives of the shareholder Metinvest B.V. and Bogdanov and Osiyuk as independent directors.

“Zaporizhstal is one of the largest industrial enterprises in Ukraine, whose products are widely known and in demand in the domestic market and in many countries around the world.

According to the NDU data for the third quarter of 2023, Kyiv Securities Group LLC owns 24.5003% of Zaporizhstal shares, Midland Capital Management LLC (both Kyiv, registered at the same address) owns 11.2224%, Global Steel Investments Limited (UK) owns 12.3466%, and Metinvest B.V. (Netherlands) owns 47.0032%.

Earlier it was reported that Metinvest Group’s effective shareholding in Zaporizhstal remains at 49.9%.

“Zaporizhstal is in the process of integration into Metinvest Group, whose major shareholders are System Capital Management (71.24%) and Smart Holding Group (23.76%).

Metinvest Holding LLC is the management company of Metinvest Group.