22nd Feb 2007 18:12
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS Rambler Media Limited ("Rambler Media" or "the Company"), the leading providerof internet and multimedia services to the global Russian-speaking community,today announces that the Company is convening an Extraordinary General Meeting("EGM") of shareholders on Thursday 15 March 2007 at 10.00 am at the registeredoffices of the Company, located at First Island House, Peter Street, St Helier,Jersey, C.I. JE4 8SG to consider two new directors appointments as well as toappoint PricewaterhouseCoopers as auditors of the Company for the fiscal year2006 annual audit. Company's Directors In accordance with the provisions of the Company's articles of association. PMInvest Company Limited ("PM"), who represents approximately 55% of theoutstanding shares of Rambler, proposed the appointment to the Board of MessrsVladimir A. Pravdivy and Ilya Oskolkov-Tsentsiper. Due to its rapid growth and to reflect a more appropriate representation of thenew majority shareholder on the Board, Rambler Media is putting theseresolutions forward. Assuming that the proposed appointments are made, the newDirectors will greatly contribute to the further development of the Company andenhance its position as the leading multi-service internet resource for theglobal Russian community. Messrs Vladimir Pravdivy, Ilya Oskolkov-Tsentsiperhave valuable experience and strong track records working for large Russianmedia and telecommunications businesses. Mr Vladimir A. Pravdivy, aged 31, has been Deputy CEO and CFO of Prof-Mediasince 2006. From 2004 to 2006 he held the position of CFO at Mobile TeleSystemsOJSC in North-West Russia. From 2001 to 2004 he worked in the capacity of CFO atABBYY Software House in Moscow. Previously, he worked at Price WaterhouseCoopers in St. Petersburg. He graduated with honors from St. Petersburg's StateUniversity of Economics and Finance. Mr Ilya Oskolkov-Tsentsiper, aged 39, is CEO of Afisha Publishing House, wherehe has held several positions since April 1998. Previously, he waseditor-in-chief of "Vechernaya Moskva" magazine and editor-in-chief of "Matador"magazine. He was educated at the Russian Academy of Theatre Art (GITIS) inMoscow and Universite de Dijon, France. Messrs Alexander Rappaport and Vitaly Rudenko have signified their intentions toresign from the Board of Directors. Mr. Rudenko, however, will retain hisposition as COO of the Company. Company's Auditor In order to increase reporting and consolidation efficiencies with itscontrolling shareholder, Prof Media, the Company is asking shareholders toconsider the appointment of PricewaterhouseCoopers as auditors of the Companyfor the fiscal year 2006 annual audit. A copy of the Notice of EGM along with the form of proxy have been sent toshareholders and will be available to the public for one month free of chargefrom the offices of First Island Secretaries Limited, First Island House, PeterStreet, St Helier, Jersey, C.I., JE4 8SG. To participate in the EGM, all proxy forms should be returned to First IslandSecretaries Limited, First Island House, Peter Street, St Helier, Jersey, C.I.,JE4 8SG, marked for the attention of Jane Dolby and must be received no laterthan 48 hours prior to the meeting. Any proxies received after this time willnot be eligible to vote. The Directors recommend that shareholders vote in favour of the followingresolutions: 1. To accept the resignation of Mr Rappaport as a Director of the Company. 2. To accept the resignation of Mr Rudenko as a Director of the Company. 3. To consider and if thought fit appoint Mr Pravdivy as a Director of theCompany for a term until the 2008 AGM. 4. To consider and if thought fit appoint Mr Oskolkov-Tsentsiper as a Directorof the Company for a term until the 2008 AGM. 5. To consider and if thought fit approve the following resolution, to be passedas a special resolution: "THAT the Company's Articles of Association be and are hereby amended by addingto the current article 16 the following new article 16 (7); "Notwithstandingarticles 16 (1) to 16 (6) the board may at any time appoint new Director(s) whenvacancies occur between AGMs. The appointment would be for the period until theCompany holds its next AGM, at which point the shareholders at that time wouldvote on new terms for all the current directors."" 6. To consider and if thought fit approve the following resolution, to be passedas a special resolution: "THAT the Company's Articles of Association be and are hereby amended by (1)deleting the words "the Directors subject to retirement in accordance witharticle 17(4)(b) below" from the first sentence of article 17(4)(a) andreplacing with the words "all Directors of the Company" and (2) deleting all butthe final sentence of article 17(4)(b)." 7. To accept the resignation of Moore Stephens LLP as auditors of the Company. 8. To consider and if thought fit appoint PricewaterhouseCoopers as auditors ofthe Company for the fiscal year 2006 annual audit as auditor of the Companyuntil the conclusion of the next annual general meeting of the Company and toauthorise the directors of the Company to determine the remuneration as auditorsfor such period. 9. Any other business. The proposed Directors are, or have during the last five years been, directorsor partners of the following companies or partnerships: Vladimir Pravdivy \* T CURRENT PAST----------------------------------------------------------------------Independent Network Television Holding Limited CJSCLDV Press CJSCBusiness Media Communication LLCE-xecutive Community of Managers CJSCBroadcasting Corporation Prof-Media CJSCCP Development LLCCP Holding CJSCCentral Partnership CJSC2x2 Television Channel CJSCCompany Business - development JSCAFISHA Industries CJSC\* T Ilya Oskolkov-Tsentsiper \* T CURRENT PAST----------------------------------------------------------------------AFISHA Industries CJSC\* T Save as set out in this Announcement, there are no further disclosures to bemade in respect of the proposed Directors in accordance with paragraph (g) ofSchedule Two to the AIM Rules. *** \* TFor further information, please visit www.ramblermedia.com or contact: Rambler Media Shared Value LimitedIrina Gofman Nicolas DuperrierTel. +7 495 500 3826 Tel. +44 (0) 20 7321 5010 [email protected] ING Wholesale BankingDaniel FriedmanWilliam MarleTel. +44 (0) 20 7767 1000\* T ABOUT RAMBLER MEDIA Rambler Media is an integrated and diversified Russian language media,entertainment, services and content delivery company which operates variousinternet properties including the leading Russian language internet portal andsearch engine 'rambler.ru', on-line newspaper 'Lenta.ru', broadband ISP 'RamblerTelecom', interactive advertising company 'Index20', and mobile content serviceprovider 'Rambler Mobile'. Rambler Media's shares are traded on the AIM marketof the London Stock Exchange under the symbol 'RMG'. For more information onRambler Media, visit our corporate website at www.ramblermedia.com. Certain statements within this announcement constitute forward lookingstatements. Such forward looking statements involve risks and other factorswhich may cause the actual results, achievements or performance of the Companyto be materially different from any future results, achievements or performanceexpressed or implied by such forward looking statements. Such risks and otherfactors include, but are not limited to, general economic and businessconditions, changes in government regulations, and court interpretations of suchregulations, currency fluctuations (including the US$/Rbs rate), competition,changes in development plans. There can be no assurance that the results andevents contemplated by the forward looking statements contained in thisannouncement will, in fact, occur. Any forward looking statements made in thisannouncement represent management's best judgment as to what may occur in thefuture and are correct only as at the date of this announcement. The Companywill not undertake any obligation to release publicly any revisions to theseforward looking statements to reflect events, circumstance or unanticipatedevents occurring after the date of this announcement except as required byapplicable law or by any applicable regulatory authority. Copyright Business Wire 2007Related Shares:
RMG.L