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Ammophos and Cherepovetsky Azot EGMs Approve Merger

28 February 2012
Moscow. 28 February 2012 – PhosAgro (MICEX-RTS, LSE: PHOR) (“the Company”), a leading global vertically integrated phosphate-based fertilizer producer, announces that on 27 February 2012 extraordinary general meetings of shareholders (“EGMs”) of the Company’s subsidiaries OJSC Ammophos and OJSC Cherepovetsky Azot (“the subsidiaries”) voted to approve the merger of the subsidiaries into a new company, OJSC PhosAgro-Cherepovets.

PhosAgro CEO Maxim Volkov said: “Shareholders of Ammophos and Cherepovetsky Azot approved a merger that we hope will create synergies by consolidating administrative costs and electricity expenditures into a single legal entity.  We also believe that unifying the subsidiaries’ accounting and reporting systems will further increase transparency and efficiency for shareholders and potential investors.”

Under the transaction approved by the EGMs, PhosAgro-Cherepovets will assume the rights and obligations of the subsidiaries.  Its charter capital of RUB 1.375 billion will consist of the combined charter capitals of Ammophos and Cherepovetsky Azot.  The new company is to issue 1.25 billion ordinary shares with a nominal value of RUB 1.10 each.  One share of PhosAgro-Cherepovets will be equal to 0.01 ordinary shares of Ammophos, 0.0262 ordinary shares of Cherepovetsky Azot and 0.027 preferred shares of Cherepovetsky Azot.  

In addition to voting for the merger, Ammophos and Cherepovetsky Azot shareholders approved the charter of PhosAgro-Cherepovets, the merger agreement, the act of transfer for the merger agreement and the buyout price for shareholders who voted against the reorganisation or who did not vote in the EGMs: RUB 4,800 per ordinary share of Ammophos, RUB 1,800 per ordinary share of Cherepovetsky Azot and RUB 1,725 per preferred share of Cherepovetsky Azot.  

Eligible shareholders will have 45 days following the EGM to request the buyout of their shares, and the subsidiaries must complete the buyout within 30 days following the end of the request period.  The total amount that each subsidiary commits to the buyout may not exceed 10% of the value of its net assets as of the date of the EGM approving the merger.

The Board of Directors of PhosAgro-Cherepovets will consist of five members approved by the Ammophos EGM and two members approved by the Cherepovetsky Azot EGM:

From Ammophos:

• Sergey Ivanovich Bisirkin
• Maxim Victorovich Volkov
• Alexey Alexeevich Kozka
• Ivan Ivanovich Rodionov
• Mikhail Konstantinovich Rybnikov

From Cherepovetsky Azot:

• Igor Mikhailovich Volkov
• Alexander Alexandrovich Gilgenberg