United Company RUSAL Plc: Poll Results of Annual General Meeting Held on 20 June 2017

HONG KONG--()--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 20 JUNE 2017

United Company RUSAL Plc (“Company”) is pleased to announce that at the annual general meeting (“AGM”) of the Company held on 20 June 2017, the proposed resolutions (except for 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 19 May 2017 (“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 (%)
  For   Against   Abstain
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 2016.

 

11,444,917,140
(100.00%)

 

 

0
(0.00%)

 

  2,400,970,089
  The resolution was duly passed as an ordinary resolution.
2(a)  

To re-appoint Mr. Dmitry Afanasiev as a
non-executive Director.

 

13,687,002,989
(98.91%)

 

 

151,084,250
(1.09%)

 

  7,804,000
  The resolution was duly passed as an ordinary resolution.
Resolutions proposed at the AGM   No. of Votes (%)
  For   Against   Abstain
2(b)  

To re-appoint Mr. Mark Garber as an
independent non-executive Director.

 

13,842,219,733
(99.97%)

 

 

3,671,506
(0.03%)

 

  0
  The resolution was duly passed as an ordinary resolution.
2(c)  

To re-appoint Mr. Ivan Glasenberg as a
non-executive Director.

 

13,803,602,733
(99.75%)

 

 

34,484,506
(0.25%)

 

  7,804,000
  The resolution was duly passed as an ordinary resolution.
2(d)  

To re-appoint Mr. Maksim Goldman as a
non-executive Director.

 

13,803,738,733
(99.75%)

 

 

34,348,506
(0.25%)

 

  7,804,000
  The resolution was duly passed as an ordinary resolution.
2(e)  

To re-appoint Ms. Olga Mashkovskaya as a
non-executive Director.

 

13,795,459,212
(99.69%)

 

 

42,628,027
(0.31%)

 

  7,804,000
  The resolution was duly passed as an ordinary resolution.
2(f)  

To re-appoint Mr. Matthias Warnig as an
independent non-executive Director.

 

13,842,219,733
(99.97%)

 

 

3,671,506
(0.03%)

 

  0
  The resolution was duly passed as an ordinary resolution.
2(g)  

To re-appoint Mr. Siegfried Wolf as an
executive Director.

 

13,841,240,733
(99.97%)

 

 

4,650,506
(0.03%)

 

  0
  The resolution was duly passed as an ordinary resolution.
2(h)  

To re-appoint Mr. Marco Musetti as a
non-executive Director.

 

13,803,738,733
(99.75%)

 

 

34,348,506
(0.25%)

 

  7,804,000
  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 2017.

 

13,845,418,239
(100.00%)

 

 

0
(0.00%)

 

  0
  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.

 

8,653,596,843
(62.50%)

 

 

5,192,198,569
(37.50%)

 

  0
  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 (to be
passed as a special resolution).

 

8,769,872,634
(63.34%)

 

 

5,075,713,019
(36.66%)

 

  0
  The resolution was not passed as a special resolution.
Resolutions proposed at the AGM   No. of Votes (%)
  For   Against   Abstain
6   Conditional upon Resolutions 4 and 5   8,655,412,257   5,190,077,569   0
being passed, to extend the general (62.51%) (37.49%)
mandate granted to the Directors to
allot, issue, grant and deal with
additional securities of the Company
by the addition of the aggregate
nominal value of the securities
repurchased.            
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 19 May 2017 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.

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

21 June 2017

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

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.

Contacts

United Company RUSAL Plc

Contacts

United Company RUSAL Plc