29.06.2015 02:20:00

United Company RUSAL Plc: Poll Results of Annual General Meeting Held on 26 June 2015 and Appointment of Director

Regulatory News:

United Company Rusal Plc (Paris:RUSAL) (Paris:RUAL):

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

UNITED COMPANY RUSAL PLC
(Incorporated under the laws of Jersey with limited liability)
(Stock Code: 486)

POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 26 JUNE 2015 AND APPOINTMENT OF DIRECTOR

United Company RUSAL Plc ("Company”) is pleased to announce that at the annual general meeting ("AGM”) of the Company held on 26 June 2015, the proposed resolutions (except for Resolution 2(a) which was not put to the AGM, as explained in the Company’s announcement dated 17 June 2015, Resolution 5 which was not passed as a special resolution and Resolution 6 which was not passed as an ordinary resolution as it was conditional upon Resolutions 4 and 5 being passed) set out in the notice of AGM dated 27 May 2015 ("Notice”) were duly passed by the shareholders of the Company ("Shareholders”) by way of poll. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules”), poll voting was required.

The poll results in respect of the resolutions proposed at the AGM were as follows:

Resolutions proposed
at the AGM
  No. of Votes (%)   Total Votes
  For   Against  
1.   To receive and consider the audited financial statements, the report of the directors of the Company ("Directors”) and the auditor’s report of the Company, each for the year ended 31 December 2014.   11,822,217,210
(100%)
  0
(0%)
  11,822,217,210
  The resolution was duly passed as an ordinary resolution.
2. (b) To re-appoint Mr. Len Blavatnik as a non-executive Director.   14,066,662,071
(98.897734%)
  156,780,228
(1.102266%)
  14,223,442,299
The resolution was duly passed as an ordinary resolution.
(c) To re-appoint Mr. Ivan Glasenberg as a non-executive Director.   14,060,581,071
(98.854980%)
  162,861,228
(1.145020%)
  14,223,442,299
The resolution was duly passed as an ordinary resolution.
(d) To re-appoint Mr. Daniel Lesin Wolfe as a non-executive Director.   14,093,335,044
(99.085262%)
  130,107,255
(0.914738%)
  14,223,442,299
The resolution was duly passed as an ordinary resolution.
(e) To re-appoint Dr. Peter Nigel Kenny as an independent non-executive Director.   14,223,442,299
(100%)
  0
(0%)
  14,223,442,299
The resolution was duly passed as an ordinary resolution.
(f) To re-appoint Mr. Philip Lader as an independent non-executive Director.   14,194,846,814
(99.800450%)
  28,382,485
(0.199550%)
  14,223,229,299
The resolution was duly passed as an ordinary resolution.
(g) To re-appoint Ms. Elsie Leung Oi-Sie as an independent non-executive Director.   14,223,438,299
(100%)
  0
(0%)
  14,223,438,299
The resolution was duly passed as an ordinary resolution.
(h) To appoint Mr. Dmitry Vasiliev as an independent non-executive Director.   14,123,562,537
(99.297809%)
  99,875,762
(0.702191%)
  14,223,438,299
  The resolution was duly passed as an ordinary resolution.
3. To appoint JSC KPMG as the auditor and authorise the Directors to fix the remuneration of the auditor for the year ending 31 December 2015.   14,223,229,299
(99.998502%)
  213,000
(0.001498%)
  14,223,442,299
  The resolution was duly passed as an ordinary resolution.
4. To give a general mandate to the Directors to allot, issue, grant and deal with additional securities of the Company as set out in the ordinary resolution in item 4 of the Notice.   8,629,271,262
(60.669359%)
  5,594,171,037
(39.330641%)
  14,223,442,299
  The resolution was duly passed as an ordinary resolution.
5. To give a general mandate to the Company and the Directors on behalf of the Company to repurchase securities of the Company as set out in the special resolution in item 5 of the Notice.   8,748,801,614
(61.509735%)
  5,474,640,685
(38.490265%)
  14,223,442,299
  The resolution was not passed as a special resolution.
6. Conditional upon Resolutions 4 and 5 being passed, to extend the general mandate granted to the Directors to allot, issue, grant and deal with additional securities of the Company under ordinary resolution 4 above by the addition of the value representing the aggregate nominal value of the share capital of the Company repurchased pursuant to the general mandate granted under Resolution 5 above as set out in the ordinary resolution in item 6 of the Notice.   8,634,959,465
(60.709351%)
  5,588,482,834
(39.290649%)
  14,223,442,299
  As this resolution was conditional upon Resolutions 4 and 5 being passed, the resolution was not passed as an ordinary resolution.
 

The total number of shares entitling the Shareholders to attend and vote for or against each and every resolution at the AGM was 15,193,014,862 shares, representing the entire issued share capital of the Company as at the date of the AGM. There were no shares entitling the holders to attend and abstain from voting in favour of the resolutions at the AGM as set out in Rule 13.40 of the Listing Rules, and there were no shares of holders that are required under the Listing Rules to abstain from voting at the AGM. None of the Shareholders have stated their intention in the circular of the Company dated 27 May 2015 to vote against or to abstain from voting on any of the resolutions at the AGM. The Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, was appointed as the scrutineer at the AGM for the purpose of vote-taking.

APPOINTMENT OF DIRECTOR

The Company announces that, as mentioned above, the appointment of Mr. Dmitry Vasiliev ("Mr. Vasiliev”) as an independent non-executive Director was approved by the shareholders of the Company by ordinary resolution at the AGM pursuant to the Articles of Association of the Company ("Articles”).

Particulars of Mr. Vasiliev are set out below:

Dmitry Vasiliev, aged 52 (independent non-executive Director)

Mr. Vasiliev was appointed as an independent non-executive Director with effect from 26 June 2015. He is currently the managing director of the Institute of Corporate Law and Corporate Governance (Moscow, Russia) and serves on the board of directors or supervisory board of JSC Bank "Financial Corporation Otkrytie” (independent non-executive director), JSC "RKS — management” ("Russian Communal Systems”) (independent non-executive director), LLC "RKS — holding” ("Russian Communal Systems”) (independent non-executive director), The U.S. Russia Foundation for Economic Advancement and the Rule of Law (USA) and the Non-Commercial Partnership "National Pension Association”. He previously served as a member of the board of directors of more than 20 Russian and foreign companies and funds, including JSC "Avtokran” (2010 — 2013), JSC "Mosenergo” (2003 — 2006), JSC "Gazprom” (1994 — 1995) and Investment Fund "SICAF-SIF BPT ARISTA S.A. (Luxembourg) (2009).

From January 2007 to April 2009, Mr. Vasiliev was the Managing Director of JP Morgan PLC (London, UK) (investment banking for Russia/CIS countries). From 2002 to 2007, he was the First Deputy of General Director (CEO) on Strategy and Corporate Governance of JSC "Mosenergo” (Moscow, Russia). From 2001 to 2003, he was a senior researcher in the area of state governance and anticorruption measures (in particular, research on risks of corruption and conflict of interest during bankruptcy proceedings in Russia) of Carnegy Centre (Moscow). From 1999 to 2003, he was the chairman of the board of directors of the Association for Protection for the Investors Rights (API) (Moscow, Russia). From 2000 to 2002, he was the executive director of the Institute of Corporate Law and Corporate Governance (Moscow, Russia). From 1994 to 1996, he was first the Deputy Chairman and Executive Director of the Federal Commission for the Securities Market of the Russian Federation (FCSM) and then the Chairman from 1996 to 2000. From 1991 to 1994, he was the Deputy Chairman of the Russian Federation State Property Committee (Ministry of Privatization). In 1991, he was the Deputy Chairman of St-Petersburg’s Property Fund (St-Petersburg, Russia). From 1990 to 1991, he was the Director of the Privatization Department of the Committee of the Economic Reform of St-Petersburg, Mayor Office. From 1985 to 1990 he was a junior researcher of the Academy of Science of USSR (Leningrad, USSR).

Mr. Vasiliev graduated from the Leningrad Institute for Finance and Economics (Leningrad, USSR) in 1984. He has also completed the International Institute for Securities Market Development: the program of comprehensive professional panels and workshops regarding the development and regulation of securities market (Washington, DC, USA) in 1994. In 2007, he obtained the status of "FSA approved person for Investment Advisory” by passing the exam of the Securities & Investment Institute (London, UK). Mr. Vasiliev has two state awards of the Russian Federation: the Medal "For the Service to the Motherland”, level II (1995) and the Medal "To 850 years of Moscow” (1997).

Mr. Vasiliev is required to sign an appointment letter with the Company as an independent non-executive Director with effect from 26 June 2015. The length of service of Mr. Vasiliev as an independent non-executive Director will be determined in accordance with the Articles. Mr. Vasiliev’s appointment may be terminated by Mr. Vasiliev giving the Company one month’s notice of termination and/or otherwise in accordance with the Articles. As an independent non-executive Director, Mr. Vasiliev is entitled to a fixed director’s fee of £120,000 per annum and will also be entitled to £10,000 as a member of, and £15,000 as chairman of, each Board committee to which he is appointed.

As at the date of this announcement, Mr. Vasiliev was not interested or deemed to be interested in any Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, as at the date of this announcement, Mr. Vasiliev has confirmed that he was independent from and not related to any other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, Mr. Vasiliev has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Mr. Vasiliev confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders.

The Company would like to welcome Mr. Vasiliev as an independent non-executive Director.

  By Order of the Board of Directors of
United Company RUSAL Plc
Aby Wong Po Ying
Company Secretary

29 June 2015

As at the date of this announcement, the executive Directors are Mr. Oleg Deripaska, Mr. Vladislav Soloviev and Mr. Stalbek Mishakov, the non-executive Directors are Mr. Maxim Sokov, Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr. Ivan Glasenberg, Mr. Maksim Goldman, Ms. Gulzhan Moldazhanova, Mr. Daniel Lesin Wolfe, Ms. Olga Mashkovskaya and Ms. Ekaterina Nikitina, and the independent non-executive Directors are Mr. Matthias Warnig (Chairman), Dr. Peter Nigel Kenny, Mr. Philip Lader, Ms. Elsie Leung Oi-sie, Mr. Mark Garber and Mr. Dmitry Vasiliev.

All announcements and press releases published by the Company are available on its website under the links http://www.rusal.ru/en/investors/info.aspx, http://rusal.ru/investors/info/moex/ and http://www.rusal.ru/en/press-center/press- releases.aspx, respectively.

Nachrichten zu United Company Rusal Limited (spons. GDR)mehr Nachrichten

Keine Nachrichten verfügbar.

Analysen zu United Company Rusal Limited (spons. GDR)mehr Analysen

Eintrag hinzufügen
Hinweis: Sie möchten dieses Wertpapier günstig handeln? Sparen Sie sich unnötige Gebühren! Bei finanzen.net Brokerage handeln Sie Ihre Wertpapiere für nur 5 Euro Orderprovision* pro Trade? Hier informieren!
Es ist ein Fehler aufgetreten!