Sibneft Calls Shareholder Meetings To Complete Consolidation

Moscow, 30 November 2000; Sibneft has called shareholder meetings in three of its subsidiaries to approve an exchange of existing shares for new paper with a higher nominal value. Meetings of shareholders in production subsidiary Noyabrskneftegas, the Omsk refinery and retail subsidiary Omsknefteproduct have been called for 26 December.

The exchange is aimed at enabling Sibneft to raise its stakes in its key operating subsidiaries to 100% by the middle of next year. Minority shareholders holding a quantity of shares insufficient to qualify for one new share will instead be bought out at prices recommended by an independent valuations expert.

Minority shareholders in Noyabrskneftegas will receive 54 roubles per common share, Omsk refinery shareholders will receive 65 roubles per common share and Omsknefteproduct shareholders will receive 31 roubles per common share. One new share in Noyabrskneftegas will be exchanged for 1,376,583 existing common shares. The ratio for Omsk refinery shares will be 351,798 common shares for every new share, while a new share in Omsknefteproduct will be exchanged for 32,520 common shares. Separate exchange ratios will be applied to preferred stock.

This will be the first time that such an exchange has been used by a major Russian oil company to consolidate stakes in its subsidiaries. The aim of the consolidation is to allow Sibneft to complete the move to a single share and to simplify management of the company. The exchange follows the expiry on 1 November of an offer by Sibneft affiliate Runicom to swap equity in Sibneft subsidiaries for shares in the parent company. Sibneft has made several swap offers for stock in its subsidiaries and has retained the same swap ratios throughout the process, despite the declining liquidity of the shares in its subsidiaries.