The total amount of funds that NCSP must use to purchase shares from shareholders exercising their sales rights does not exceed 10% of their net inventory value at the time of the EGM. To this end, the net inventory value is calculated on the basis of NCSP accounts established pursuant to the SAR on an unconsolidated basis on the last balance sheet closing date. If the value of the shares repurchased by NCSP exceeds 10% of the net inventory value, the stock is repurchased pro-rata. The beneficiaries of the GDR who are not included in the buyback are returned to the participating GDR owners. To the extent that rounding leads to the return of a split GDR, the custodian can pay a means of payment for such fractional funds of the GDR. In order to conduct an independent assessment of TPP`s market value in accordance with the requirements of Section 77 of the Russian Corporations Act (the “JSC”), NCSP retained an independent expert, the CJSC Professional Appraisal Center. The purchase price of the Primorsk acquisition, proposed to the NCSPs Board of Directors, was set by the independent expert at $2.153 billion, with the TPP`s net debt not exceeding RUR10.94 billion (approximately $350.7 million over the exchange rate of $350.7 million set by the Central Bank of Russia at the time of the audit on June 30, 2010). All LCs must have a directory. This register defines the names of participants and the number of interests each participant has in the company. (a) A sale and sale agreement for the acquisition of 100% of the shareholding in the chartered capital of LLC Primorsk Trade Port between the company as a purchaser and Omirico Limited, registered and exist under the laws of the Republic of Cyprus, as a seller, and Kadina Limited, founded and existing under the laws of the British Virgin Islands, as a party (the “purchase and sale contract”). o Kadina Limited, organized and existing under the laws of the British Virgin Islands, agrees to sell 100% of the outstanding assets of Novoport Holding Ltd, organized and existing between Kadina Limited, and between the laws of the British Virgin Islands, and Omirico Limited, organized according to the laws of the Republic of Cyprus, 100% of the outstanding Novoport Holding Ltd, organized and existing according to the laws of the British Virgin Islands, which holds 50.1% of the shares of the company, in Omirico Limited, organized and available according to the laws of the Republic of Cyprus. The Director General (single executive body) manages the day-to-day operation of the company and deals with all other matters outside the jurisdiction of other governing bodies. The CEO acts on behalf of the company, represents his interests, enters into business on his behalf, empowers and hires employees and dismisses employees.
The CEO represents the company without a power of attorney. The powers of the CEO may be limited by the company`s statutes and employment contract. If the value of the company`s assets is less than the company`s minimum capital, it may be subject to a forced transfer. If a creditor of a participant objects to his or her interest in participation, the LLC and/or other participants are entitled to pay the true value of that participatory participation to the creditor. In this case, the participant withdraws from the LLC and his interests are transferred to the other participants and/or to the LLC (according to which the member of them has met the creditor`s claim). Any holder of a participatory interest is referred to as a “participant.” At general meetings, most decisions can be taken by a simple majority of shareholders attending the general meeting (for example. B decision to appoint company executives). However, a limited number of larger decisions require no less than 75% of the votes of shareholders participating in the general meeting (for example.B.