NLMK.L Regulatory News (NLMK)

5 Jun 2007 15:14

OJSC Novolipetsk Steel05 June 2007 OJSC Novolipetsk Steel (NLMK)5 June 2007 RESULTS OF VOTING AT THE 2007 ANNUAL GENERAL MEETING OJSC Novolipetsk Steel (LSE: NLMK) announces the results of voting at the Annual General Meeting (AGM) held on June 5, 2007. Shareholders approved the Company's 2006 annual report, annual financialstatements, statement of income, and allocation of profit including dividendpayment for the financial year 2006. Shareholders elected members of the Board of Directors, President of the Company(Chairman of the Management Board), the Company's Internal Audit Commission andapproved amendments to the Company's Charter, Regulations on the Board ofDirectors and the Dividend Policy of NLMK. NLMK's shareholders approved the final dividend for 2006 of RUR 3.0 per ordinaryshare. Including the interim dividend of RUR 1.5 per ordinary share already paidfor the first six months of 2006, the AGM approved the payment of an additionalRUR 1.5 per ordinary share. Payment of the dividend on ordinary shares will bemade before September 3, 2007. NLMK transfers funds for dividend payments onGlobal Depositary Shares (GDSs) to the depositary bank on 25 July 2007.Depositary bank sets payment date no later than 5 days after receipt of funds.Dividends on GDSs will be paid, by default, in U.S. dollars (USD) based on USD/RUR spot F/X rate on the day of currency conversion by the depositary bank. NLMK shareholders have elected nine members to the Board of Directors: VladimirLisin (Chairman), Oleg Bagrin, Bruno Bolfo (independent director), IgorFyodorov, Nikolai Gagarin, Dmitry Gindin (independent director), Karl Doering(independent director), Randolph Reynolds (independent director), VladimirSkorokhodov. Thus, NLMK currently has four independent directors. Alexey Lapshin was elected President of the Company (Chairman of the ManagementBoard). Biography of Alexey Lapshin: http://www.nlmksteel.com/StandardPage____725.aspx CJSC PricewaterhouseCoopers Audit was approved as the Company's Auditor for2007. NLMK's shareholders approved amendments to the Charter, Regulations on the Boardof Directors and Dividend Policy. Please use the following links to obtainupdated information at NLMK's web site: http://www.nlmksteel.com/upload/Comp%20docs%20pdf/Drafts%20of%20amendments%20to%20corp%20docs/Amendments%20to%20the%20Charter.pdf http://www.nlmksteel.com/upload/Comp%20docs%20pdf/Drafts%20of%20amendments%20to%20corp%20docs/Amendments%20to%20the%20Dividend%20Policy.pdf http://www.nlmksteel.com/upload/Comp%20docs%20pdf/Drafts%20of%20amendments%20to%20corp%20docs/Amendment%20to%20the%20Regulations%20on%20the%20Board%20of%20Directors.pdf In accordance with current Russian Federation Law, the Annual General Meeting ofshareholders approved a transaction (loan agreement) between OJSC NovolipetskSteel (borrower) and OJSC Stoilensky GOK (lender) for a loan amount of up to RUR10 900 000 000 (interest rate - up to 8.5 percent per annum, repayment date -on or prior to 1 December, 2009). NLMK's shareholders approved the remuneration of members of NLMK's Board ofDirectors for 2006. The remuneration was determined in accordance with the "Regulations on the Board of Directors members' remuneration." The totalremuneration of Board Members for 2006 amounted to USD 1,450,250 includingannual bonus of USD 1,365,000. The following resolutions were put to NLMK's shareholders on a poll at theAnnual General Meeting and the results of voting were as follows: Resolution Votes For Votes Against Votes Abstained Results 1.1 To approve the Company's 2006 5 416 253 120 16 016 11 958 551 carried Annual Report, annual financial statements, P&L account, distribution of the Company's profit and loss in 2006 financial 93.1612% 0.0003% 0.2057% year 1.2 To declare payment of dividends on 5 416 600 302 0 carried placed common shares for 2006 totaling 3.00 rubles per common share. Considering the interim dividends paid for H1 2006 in the 93.1671% 0.0000% 11 720 506 amount of 1.50 ruble per common share, to pay a final dividend of 1.50 rubles per common share. The dividends shall be paid till 3 0.2016% September 2007 2 Election of members of the Board of 48 398 518 998 2 130 363 38 806 146 carried Directors of OJSC NLMK 92.4965% 0.0041% 0.0742% 3 To elect President of the Company 5 401 163 875 2 518 782 25 398 397 carried (Chairman of the Management Board) - Alexey LAPSHIN 92.9016% 0.0433% 0.4369% 4 To elect members to the Company's Internal Audit Commission* 4.1 Valery KULIKOV 5 378 084 160 242 242 24 879 926 carried 92.5046% 0.0042% 0.4279% 4.2 Julia KUNIHINA 64 654 692 5 282 941 153 55 102 575 1.1121% 90.8681% 0.9478% 4.3 Ludmila LAZARENKO 5 357 060 543 1 579 490 43 403 266 carried 92.1430% 0.0272% 0.7465% 4.4 Larisa OVSIANNIKOVA 5 357 766 766 1 555 123 43 067 436 carried 92.1552% 0.0267% 0.7408% 4.5 Galina SHIPILOVA 5 376 862 477 909 876 25 305 857 carried 92.4836% 0.0157% 0.4353% 4.6 Tatyana GORBUNOVA 5 358 532 031 3 003 721 40 979 443 carried 92.1683% 0.0517% 0.7049% 4.7 Ludmila KLADIENKO 63 402 029 5 285 462 256 53 566 042 1.0905% 90.9115% 0.9214% 5 Approval of the Company Auditor, 5 402 006 347 359 950 26 167 748 carried CJSC "PricewaterhouseCoopers Audit". 92.9161% 0.0062% 0.4501% 6 Approval of revised corporate documents: 6.1 Company Charter 5 409 873 877 2 851 050 13 213 432 carried 93.0514% 0.0490% 0.2273% 6.2 Regulations of the Board of 5 402 902 985 1 907 148 21 125 171 carried Directors 92.9315% 0.0328% 0.3634% 6.3 NLMK Dividend Policy 5 396 479 059 4 751 558 24 749 752 carried 92.8210% 0.0817% 0.4257% 7 Approval of related party 5 399 118 031 1 430 045 28 449 905 carried transaction 90.0871% 0.0239% 0.4747% 8 Payment of remuneration to the 5 401 000 286 962 093 26 719 291 carried members of the Board of Directors 92.8988% 0.0165% 0.4596% * Cumulative voting results are presented below. The resolution on the election of Board of Directors members is voted upon bycumulative voting, i.e. one voting share gives the number of votes equal to thenumber of the members in the Board of Directors. When voting, the shareholder isentitled to cast all his votes in favor of one nominee or to distribute thembetween several nominees. In accordance with the cumulative voting results, thefollowing Board members were elected: Board Members 1. Oleg BAGRIN2. Bruno BOLFO3. Nikolai GAGARIN4. Dmitry GINDIN5. Karl DOERING6. Vladimir LISIN7. Randolph REYNOLDS8. Vladimir SKOROKHODOV9. Igor FYODOROV For further information: NLMKAnton Bazulev +7 495 915 1575Financial DynamicsJon Simmons +44 207 831 3113 This information is provided by RNS The company news service from the London Stock Exchange