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Share Issue Prospectus Open Joint Stock Company Closed-end Non

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Share Issue Prospectus Open Joint Stock Company Closed-end Non Powered By Docstoc
					                                                                                                              APPROVED
                                                                                        By the General Shareholders Meeting
                                                                                    OJSC “CNCIF “UkrSib Stable Income 2”
                                                                                         Minutes No. 1 of December 21, 2007
                                                                         Chairman of the Meeting _____________ A.G. Tyha


                                              Share Issue Prospectus
                                            Open Joint Stock Company
                               Closed-end Non-diversified Corporate Investment Fund
                                            “UkrSib Stable Income 2”
                                                 (public offering)

     1. Background Information on Asset Management Company:
     1.1. Full Name: Closed Joint Stock Company “Asset Management Company “UkrSib Asset
     Management”
     1.2. Short Name: CJSC “AMC “UkrSib Asset Management”.
     1.3. EDRPOU (Unified State Registry of Enterprises and Organizations of Ukraine) Code: 32799200
     1.4. Form of Incorporation – Closed Joint Stock Company
     1.5. Location –3 Sholudenka St., Kyiv, 04116, telephone/fax (044) 537-50-74, e-mail
     funds@ukrsibfunds.com
     1.6. State Registration Date – December 25, 2003, Kyiv State Shevchenko Region Administration
     1.7. Background Information on Officials:

             Position                   First and Last Name       Direct and/or indirect stake holding in the authorized
                                                                                   capital of the Fund
                                                                                    (percent per each)
         Chairman of the                 Maksym Kuprin                                       -
        Management Board
        Chief Accountant                  Tetyana Riznyk                                  0.2%

      Deputy Chairman of the                Anna Tyha                                       -
       Management Board
      Deputy Chairman of the               Oleg Churiy                                      -
       Management Board
      Deputy Chairman of the             Olena Korenyuk                                     -
       Management Board


     1.8. Full Name and USRJII Code (Unified State Register of Joint Investment Institutions) of
          Investment Funds, which Assets are Managed by and/or which are Established by the
          Company:
 -     Open Joint Stock Company: “Closed-end Non-diversified Corporate Investment Fund “UkrSib Strategic
       Investments”, USRJII Code 132340;
 -     Open Joint Stock Company “Closed-end Non-Diversified Venture Corporate Investment Fund
       “Respublika”, USRJII Code 133556;
 -     Open Joint Stock Company “Closed-end Non-diversified Corporate Investment Fund “UkrSib Real
       Estate Fund”, USRJII Code 132449;
 -     Open Joint Stock Company “Closed-end Non-diversified Corporate Investment Fund “UkrSib Stable
       Income”, USRJII Code 132109;
 -     Closed-end Non-diversified Unit Investment Fund “UkrSib Stable Investments”, USRJII Code 232066;
 -     Closed-end Non-diversified Unit Venture Investment Fund “Venture Capital”, USRJII Code 233065;
 -     Closed-end Non-diversified Unit Venture Investment Fund “Kazna”, USRJII Code 233391;
 -     Open Joint Stock Company “Closed-end Non-diversified Corporate Investment Fund “UkrSib Dynamic
       Income”, USRJII Code 132909;
 -     Open Joint Stock Company “Closed-end Non-diversified Corporate Investment Fund “UkrSib Index”,
       USRJII Code 132908;
 -     Open Joint Stock Company “Closed-end Non-diversified Corporate Investment Fund “UkrSib Stable
       Income 2”, USRJII Code 132903;

     2. Fund Description.
2.1. Full Name: Open Joint Stock Company “Closed-end Non-diversified Corporate Investment Fund
“UkrSib Stable Income 2”.

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2.2. Short Name: OJSC “CNCIF “UkrSib Stable Income 2” (the “Fund”).
2.3. EDRPOU (Unified State Registry of Enterprises and Organizations of Ukraine) Code– 35466759;
2.4. Form of Incorporation – Open Joint Stock Company
2.5. Location – 3 Sholudenka St., Kyiv, 04116, telephone/fax (044) 537-50-56, e-mail
funds@ukrsibfunds.com
2.6. State Registration Date – September 27, 2007, Kyiv State Shevchenko Region Administration
2.7. Number and Date of Certificate of Fund Incorporation in USRJII - No. 903 of December 28, 2007.
2.8. USRJII Code - 132908
2.9. Term of Reaching the Fund Performance Ratios – in six months since the date of the Fund
incorporation into USRJII till June 28, 2008.
2.10. Type of Activity – joint investment activity.
2.11. Purpose of Activity:
       - Gaining profits from joint investment activity, ensuring return on investments and capital growth of the
     Company’s Shareholders;
     - Guaranteeing and satisfying interests of the Company’s Shareholders through the gained profits;
2.12. Registered and Paid-up Initial Authorized Capital – UAH 100 000 000.00 (one hundred million) with
UAH 560 000 (five hundred sixty thousand) of initial authorized capital paid-up.
2.13. Fund Expiry Date – December 28, 2012.
2.13. Start Date of Payments to the Fund Shareholders – March 27, 2013 at latest
2.15. Data about the Head and Members of the Fund Supervisory Council:

     Position         First and Last name       Passport Data            Year of Birth   Education   Qualification
    Head of the            Anna Tyha         KB 875728, issued              1979          Higher      Economist
Supervisory Council                            by Zaliznychny
    (President)                              District Unit of the
                                            Ministry of Internal
                                             Affairs of Ukraine
                                            Department in Lviv
                                             region on 11.04.02
  Member of the       Bogdan Tril              KB № 254774,                  1983         Higher      Economist
Supervisory Council                               issued by
                                            Lychakivsky District
                                            Unit of the Ministry
                                            of Internal Affairs of
                                            Ukraine Department
                                              in Lviv region on
                                                   23.11.99


2.16. List of Founders to Own over 10 Percent of the Authorized Fund:
  • Closed-end Joint Stock Company “Asset Management Company “UkrSib Asset Management” (EDRPOU
code 32799200).
2.17. List of the Related Parties of the Fund:
      • Closed-end Joint Stock Company “Asset Management Company “UkrSib Asset Management”
    (EDRPOU code 32799200).
      • Taras Tyhiy;
      • Mariya Ivanisheva, citizen of Russia;
      • Grigoriy Ivanishen, citizen of Russia;
      • Olga Gevchyk;
      • Anatoliy Gevchyk;

3. The Regulations of OJSC “CNCIF “UkrSib Stable Income 2”
     The wording of the Regulations is set forth in the Appendix 1 to the Issue Prospectus.
4. Data about the Declared Issue of the Fund Shares for Joint Investment.
4.1. Total Nominal Value of Shares for Offering – UAH 99 440 000. 00 (ninety nine million four hundred
     forty thousand).
 4.2. Par Value Per Share – UAH 1 000.00 (one thousand)
 4.3. Planned Share Selling Price – at nominal value including the underwriter’s fee till the date of decision
taken by the SCSSM (State Commission for Securities and Stock Market) recognizing the Fund eligibility.
Thereafter, shares may be offered at the estimated price calculated as total net assets value of the Fund divided
by the number of the Fund shares outstanding as of the date of estimate, but not less than par value per share.
4.4. Form of Stock – non-documentary;
4.4. Number of Stock - 99 440 (ninety nine thousand four hundred forty) shares.

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     4.5. Form of Issue – common registered shares
     4.6. Start Date of Stock Offering – February 1, 2008.
     4.7. End Date of Stock Offering – December 1, 2012
     4.8. Addresses of Stock Sale: 3 Sholudenka St., Kyiv, 04116
     4.9. Shareholders’ Rights:
       • to participate in management of the Fund affairs in the manner, stated in the Articles of Association
     and the current legislation of Ukraine;
       • to participate in the Fund profit-sharing and to receive their share (dividends);
       • to get information on the Fund activity. By the Shareholders’ request, the Fund is obliged to provide
     them with the copies of annual balance sheets, financial statements of the Fund, minutes of the Meetings;
       • to appoint proxies to participate at the General Meetings and to recall them;
       • to dispose of shares owned by them at their own discretion in the manner stated by the current
     legislation and the Articles of Association of the Fund.
       • in case of the Fund liquidation, to receive part of its property value proportionally to their share in the
     authorized fund of the Company;
       • other rights, stipulated by the Articles of Association and by the current legislation of Ukraine.
4.10. Placing and Paying Up Shares of the Fund:
     Fund shares shall be placed by public offering.
     Fund shares shall be placed only for cash. Shares may not be paid up by installments.
     Fund shares may be offered to individuals and legal entities.
     Fund shares may be placed by the Company engaging an underwriter.
     Custodian, auditor (audit firm), independent property appraiser contracted to service the Fund and their
     related parties shall not be entitled to buy the Fund shares.
     Investors intending to buy the Fund shares (the “Purchasers”) shall apply for shares.
     Application forms shall be submitted at the following address:
     3 Sholudenka St., Kyiv, 04116, tel. /fax (044) 537-50-56, e-mail: funds@ukrsibfunds.com
         Application forms should contain:
     -     - for individuals: Person’s first and last name, individual tax payer number, passport data, place of
          residence, bank details, contact telephone numbers, e-mail address (if any); Purchaser’s securities
          account number and name of securities custodian servicing the Purchaser’s securities account, type
          and number of securities, total nominal value of securities to be purchased, international identification
          number (code).
     - For legal entities: legal entity’s full name; location; EDRPOU code; bank details; contact telephone
          numbers, fax numbers, e-mail addresses (if any); Purchaser’s securities account number, number of
          account with Open Joint Stock Company "MFS” (“Interregional Stock Union”) and name of securities
          custodian servicing the Purchaser’s securities account, type and number of securities, total nominal
          value of securities to be purchased, international identification number (code).
   Applications for shares of the Fund shall be accepted since the start date of stock offering. In case the
   number of applied shares exceeds the total volume of stock issue of the Fund, such application forms shall
   be satisfied on a first-come, first-served basis. After the expiry of this period and in case of an application
   approval, the applying investor shall enter into the Share Purchase Agreement and pay up in full the number
   of shares, indicated in the application, during one banking day. Investors shall pay up the Fund shares by
   bank transfer to the Fund current account No. 2650-4-134100100 with JSCIB “UkrSibbank”, MFO 351005.
The term between investor’s paying up according to the application for shares and the date of investor’s
registration in the consolidated register of owners of registered shares should not exceed 7 calendar days.
If the number of applied shares is less than the total volume of stock issue of the Fund, the remained shares
shall be sold on receipt of Purchasers’ application forms till the end date of stock offering or sale of the last
share.
4.11. Fund Liabilities for Investors’ Assets:
   • In case the issue is cancelled or invalidated, OJSC “CNCIF “UkrSib Stable Income 2” is obliged to repay
investors during a month since the date of such decision.
   • OJSC “CNCIF “UkrSib Stable Income 2” is obliged to repay investors in case the issue has been
recognized unfair or failed to be arranged in due terms, set by the current legislation of Ukraine.
  • OJSC “CNCIF “UkrSib Stable Income 2” is obliged not to use assets for covering its own losses.

4.12 Terms, Procedure and Addresses of Dividend Payments – dividends shall be paid out once a year
during a month starting from the date of decision taken at the General Shareholders Meeting on dividend

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payments by money transfer to the shareholder’s current account or otherwise as resolved at the General
Shareholders Meeting.
Dividends shall be paid out at the following address:
3 Sholudenka St., Kyiv, 04116, tel./fax (044) 537-50-56

 4.13. Background Information on Depositary
1. Name – Open Joint Stock Company “MFS” (“Interregional Stock Union”)
2. EDRPOU code – 24917996
3. Location – 7-B Vetrova St., Kyiv, 01032
4. Telephone Number – 238-61-92, 238-61-93, 238-61-94, 238-61-95.
5. License on Securities Depositary Professional Depositary Activity, Series AB No. 189728, issued by the
SCSSM on November 7, 2006.
6. License expiry date – November 7, 2016

4.14. Background Information on Independent Property Appraiser
1. Name – Olena Gudz
2. Individual Tax Payer Number – 2296103824
3. Location –20/22 Lesya Ukrayinka Blvd., Kyiv
4. Telephone Number – (044) 286-11-85
5. Certificate of Entity of Appraisal Activity No. 4686/06 of March 16, 2006.
6. Certificate expiry date – March 16, 2009

4.15. List of Trading Floors where the Fund Shares were or are Sold (in case of such transactions)
Fund shares were and are not sold at any organized and non-organized stock markets.

4.16. Background Information on Custodian
1. Name – Joint Stock Bank “ING Bank Ukraine”.
2. EDRPOU code – 21684818
3. Location – 30-A Spaska St., Kyiv, 04070
4. Telephone number – (044) 230-30-07, 230-30-05
5. SCSSM License on Security Custodian Depositary Activity AB No. 376646 of October 16, 2007.
6. License expiry date – October 16, 2012.

4.17. Background Information on Securities Trader
1. Name – Joint Stock Commercial Innovation Bank “UkrSibbank”.
2. EDRPOU code – 09807750
3. Location - 60 Moskovsky Ave., Kharkiv
4. Telephone number – (044) 201-22-74, 201-22-54.
5. Series, number and date of issuance of License on Securities Issue and Circulation and Securities Custodian
Depositary Activity – AB No. 113285 of October 22, 2004
6. License expiry date – October 22, 2009

4.18. Background Information on Audit Firm
1. Name – Limited Liability Company “Audit Firm “Finex-Audit”
2. EDRPOU Code – 32237449
3. Location – 5/7/9 Tchaykovsky St., apt. 2, Kharkiv, 61024
4. Telephone number (057) 738-83-41
5. Certificate of Incorporation into the Register of Audit Entities No. 3095 issued by the decision of the Audit
Chamber of Ukraine (ACU) No. 184/7 of November 15, 2007.
6. Expiry date – November 15, 2012.
7. Certificate of Incorporation into the Register of Auditors and Audit Firms entitled to audit financial
institutions operating at the stock market, series AB No. 000073 No. 313 of February 13, 2007, issued by the
State Commission for Securities and Stock Market of Ukraine No. 2420 of December 27, 2007
8. Expiry date – November 15, 2012.




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President
OJSC “CNCIF “UkrSib Stable Income 2”              A.G. Tyha




Chairman of the Management Board
CJSC “AMC “UkrSib Asset Management”        M. Yu. Kuprin




Chief Accountant
CJSC “AMC “UkrSib Asset Management”        T. P. Riznyk



LLC “Audit Firm “Finex-Audit”              L. O. Krimerman




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