Vedomosti (Moscow) - May 13, 2005

RBC's owners are to encourage the holding's top managers by offering them the chance of acquiring the company's shares at a price almost 300 percent lower than the market one.

The RBC Information Systems media holding owns news agency RosBusinessConsulting, the www.rbc.ru portal, business channel RBC TV, and offers IT services. RBC's turnover reached $75.1m in 2004; net income totaled $10.9m. The holding's main owners are Alexander Morgulchik (22.21 percent), Dmitry Belik (21.03 percent) and German Kaplun (19.25 percent); 36.1 percent of shares are traded on the MICEX and RTS exchanges. The company's capitalization is $424m.

On June 22, shareholders in RBC are to approve an option program envisaging the sale of an additional 4.26m shares to the holding's top managers, Chairman of RBC's Board of Directors German Kaplun has told Vedomosti. As a result, RBC's authorized capital will increase 3.7 percent.

Kaplun says RBC's owners decided to foster top managers back in 2002 when the company conducted an IPO. "It was agreed that some top managers would receive options at a share-placement price during the IPO [$0.83 per share. - Vedomosti] plus 30 percent," Kaplun commented. RBC top-managers will be able to acquire these shares at $4.6m, whereas the stake's market price is estimated at almost $16m. RBC General Director Yury Rovensky says three representatives of the executive board and four members of the Board of Directors may become shareholders in the company. "The holding has launched a number of risky projects after its IPO, for example, RBC TV ," Rovensky said. "Obviously, shareholders wanted to link motivation to the result," he added.

RBC minority shareholders took to the idea of holding an option. "The appearance of smart managers among shareholders is a very nice event for the media business," Rosbank's management company General Director Vladimir Alexeyev said. "A company benefits if managers become shareholders on market terms," Alexander Skomorokhin, General Director of the Yamal company, which participated in RBC's IPO, commented. Option programs are running in many large Russian corporations, such as RAO UES and Tatneft, as well as at mobile communications operators MTS and VimpelCom. Gazprom is also considering such a program. Its director for HR and organizational development Marina Novikova has called RBC's plan to reward top managers "generous". "RBC's intent to allocate 3.5 percent of shares for its option program is normal," Anton Storozhenko, partner of Amrop Hever Group human resources company, said. He believes companies usually allocate "6 to 7 percent of shares" for this purpose". However, top managers rarely receive the whole stake at once: as a rule part of it is sold gradually," he added.