Reply #1: Yukos, Sibneft complete merger deal

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Yukos, Sibneft complete merger deal - press release

Interfax. Friday, Oct. 3, 2003, 3:18 PM Moscow Time

MOSCOW. Oct 3 (Interfax) - The main shareholders in Yukos and Sibneft have completed a deal to merge the two companies, resulting in the creation of the company YukosSibneft, the companies said in a joint press release.
The press release noted that on October 2, 2003, Yukos effected the final $1.25 billion payment for shares representing 20% minus one share of Sibneft's authorized capital. The total cash consideration for the Sibneft shares was $3 billion.
On October 3, 2003, Yukos took ownership of 3 413 735 740 shares of Sibneft (equal to 72% plus 1 share of total authorized capital) in exchange for 702 397 159 shares (26.01%) of Yukos Oil Company.
As a result, Yukos has become the owner of 92% of Sibneft shares.
Both newly- and previously-issued stock of Yukos Oil Company was used for the purpose of the share exchange with Sibneft. The total number of newly issued shares was 463 524 307, including 6 481 placed as part of the pre-emptive right exercise and 463 517 826 shares placed under closed subscription among companies representing the principal shareholders of Sibneft. Following registration of a report with the Federal Commission on the Securities Market of the Russian Federation on the results of the new share issuance, there will be a total of 2 700 488 885 shares for the combined company.
On November 28, 2003, an extraordinary shareholders' meeting of Yukos Oil Company will consider amendments to Yukos' corporate Charter including the official name change to YukosSibneft Oil Company, as well as the election of a new Board of Directors and the approval of an interim dividend.
The revised draft of the Charter contemplates, among other things, the creation of a Management Board that will be responsible for the day- to-day operations of the company.
The proposed changes also cover internal policies & procedures, the number of Directors and the authorities of the Board of Directors.

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