GDS (S) RUSAL : United Company RUSAL Plc: Poll Results of Annual General Meeting Held on 15 June 2012 and Appointment of Director06/17/2012| 08:05pm US/Eastern
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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 15 JUNE
2012
AND
APPOINTMENT OF DIRECTOR
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The Company is pleased to announce that all proposed resolutions
in the Notice of the AGM were duly passed by way of poll at the
AGM held on 15 June 2012.
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United Company RUSAL Plc ("Company") is pleased to announce that
at the annual general meeting ("AGM") of the Company held on 15
June 2012, all proposed resolutions set out in the notice of AGM dated
16 May 2012 ("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:
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Resolutions proposed at the AGM
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No. of Votes (%)
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Total Votes
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Against
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For
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1.
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To receive and consider the audited financial statements, the report
of the Directors and the auditor's report of the Company, each for
the year ended 31 December 2011.
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11,948,202,589
(99.76%)
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29,090,753
(0.24%)
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11,977,293,342
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The resolution was duly passed as an ordinary resolution.
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2.
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(a) To reappoint Mr. Petr Sinshinov as an executive Director.
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14,393,868,124
(99.99%)
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1,854,888
(0.01%)
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14,395,723,012
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The resolution was duly passed as an ordinary resolution.
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(b) To reappoint Mr. Len Blavatnik as a non-executive Director.
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14,376,547,124
(99.87%)
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19,175,888
(0.13%)
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14,395,723,012
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The resolution was duly passed as an ordinary resolution.
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(c) To reappoint Mr. Dmitry Afanasiev as a non-executive Director.
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14,376,547,124
(99.87%)
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19,175,888
(0.13%)
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14,395,723,012
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The resolution was duly passed as an ordinary resolution.
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(d) To reappoint Mr. Barry Cheung Chun-yuen as an independent
non-executive Director.
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14,373,061,086
(99.84%)
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22,671,926
(0.16%)
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14,395,733,012
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The resolution was duly passed as an ordinary resolution.
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(e) To reappoint Ms. Elsie Leung Oi-sie as an independent
non-executive Director.
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11,994,762,923
(83.32%)
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2,400,970,089
(16.68%)
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14,395,733,012
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The resolution was duly passed as an ordinary resolution.
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(f) To reappoint Mr. Maxim Sokov as an executive Director.
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14,369,874,086
(99.82%)
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25,858,926
(0.18%)
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14,395,733,012
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The resolution was duly passed as an ordinary resolution.
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(g) To reappoint Mr. Maksim Goldman as a non-executive Director.
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14,369,532,224
(99.82%)
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26,200,788
(0.18%)
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14,395,733,012
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The resolution was duly passed as an ordinary resolution.
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(h) To reappoint Mr. Dmitry Yudin as a non-executive Director.
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14,373,443,124
(99.85%)
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22,289,888
(0.15%)
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14,395,733,012
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The resolution was duly passed as an ordinary resolution.
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(i) To appoint Mr. Matthias Warnig as an independent non-executive
Director.
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14,395,723,012
(100%)
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0
(0%)
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14,395,723,012
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The resolution was duly passed as an ordinary resolution.
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3.
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To re-appoint KPMG and ZAO KPMG as joint auditors and authorise the
Directors to fix their remuneration for the year ending 31 December
2012.
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14,395,733,012
(100%)
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0
(0%)
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14,395,733,012
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The resolution was duly passed as an ordinary resolution.
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4.
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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.
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11,419,704,710
(79.33%)
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2,976,018,302
(20.67%)
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14,395,723,012
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The resolution was duly passed as an ordinary resolution.
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5.
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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.
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11,517,660,923
(80.01%)
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2,878,060,089
(19.99%)
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14,395,721,012
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The resolution was duly passed as a special resolution.
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6.
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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.
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11,422,873,710
(79.35%)
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2,972,847,302
(20.65%)
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14,395,721,012
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The resolution was duly passed as an ordinary resolution.
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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 16 May 2012 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.
Matthias Warnig ("Mr. Warnig") as an independent non-executive
director of the Company was approved by the shareholders of the Company
by ordinary resolution at the annual general meeting of the Company held
on 15 June 2012 pursuant to Article 23.2.1 of the Articles of
Association of the Company ("Articles").
Particulars of Mr. Warnig are set out below:
Mr. Warnig, aged 57, was appointed as an independent non-executive
director of the Company with effect from 15 June 2012. Mr. Warnig, since
2006, has been the Managing Director of Nord Stream AG (Switzerland).
Mr. Warnig has been an independent member of the supervisory council of
JSC VTB Bank since 2007. He has also been the Chairman of the Board of
Directors of JSC Transneft since June 2011. Since September 2011, Mr.
Warnig has been an independent director of OJSC Rosneft.
From 1997 to 2005 he was the Member of the Executive Board of Dresdner
Bank. From early 1990s to 2006, he held other different positions at
Dresdner Bank, including president, chairman of the Board and chief
coordinator.
Mr. Warnig was born in 1955. In 1981, Mr. Warnig graduated from the
Higher School of Economics (Berlin) majoring in national economy.
Mr. Warnig will enter into his initial appointment letter with the
Company as an independent non-executive Director with effect from 15
June 2012. The length of service of Mr. Warnig as an independent
non-executive Director will be determined in accordance with the
Articles. Mr. Warnig's appointment may be terminated by Mr. Warnig
giving the Company one month's notice of termination and/or otherwise in
accordance with the Articles. As an independent non-executive Director,
Mr. Warnig will be 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. Warnig 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 (Chapter 571 of the Laws of Hong
Kong).
Save as disclosed above, as at the date of the announcement, Mr. Warnig
was independent from and not related to any other directors, senior
management, substantial shareholders or controlling shareholders of the
Company.
Save as disclosed above, as at the date of the announcement, Mr. Warnig
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. Warnig 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 that there are no
matters which need to be brought to the attention of the Shareholders.
The Company would like to welcome Mr. Warnig as an independent
non-executive director of the Company.
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By Order of the board of directors of
United Company RUSAL Plc
Vladislav Soloviev
Director
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18 June 2012
As at the date of this announcement, our executive Directors are Mr.
Oleg Deripaska, Mr. Vladislav Soloviev, Ms. Vera Kurochkina, Mr. Petr
Sinshinov and Mr. Maxim Sokov, our non-executive Directors are Mr.
Maksim Goldman, Mr. Dmitry Afanasiev, Mr. Len Blavatnik, Mr. Ivan
Glasenberg, Mr. Dmitry Razumov, Mr. Artem Volynets, Mr. Dmitry Yudin and
Ms. Gulzhan Moldazhanova, and our independent non-executive Directors
are Dr. Peter Nigel Kenny, Mr. Philip Lader, Mr. Barry Cheung Chun-yuen
(Chairman), Ms. Elsie Leung Oi-sie and Mr. Matthias Warnig.
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
and http://www.rusal.ru/en/press-center/press-releases.aspx,
respectively.
United Company RUSAL Plc
© Business Wire 2012
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