5 Jun 2009 14:30
Novolipetsk Steel (NLMK)
5 June 2009
Results of voting at the 2009 Annual General Meeting
Novolipetsk Steel (LSE: NLMK) announces the results of voting at the Annual General Meeting (AGM) held on June 5, 2009.
Shareholders approved the Company's 2008 annual report, annual financial statements, and allocation of profit including dividend payment for the financial year 2008.
NLMK's shareholders approved the total dividend for the financial year 2008 of RUR2.0 per ordinary share. In view of interim dividend of RUR2.0 per share declared and fully paid for the first half of 2008, the AGM approved no dividend payment for the second half of 2008.
NLMK shareholders elected members to the Board of Directors, the Internal Audit Commission and the President of NLMK (Chairman of the Management Board) and approved revised versions of Company's internal documents (the Charter of OJSC "NLMK", the Regulations on the procedures for holding general meeting of shareholders (GMS), the Regulations on the Board of Directors of OJSC "NLMK" and the Regulations on the Management of OJSC "NLMK").
NLMK shareholders elected nine members to the Board of Directors: Vladimir Lisin (Chairman), Oleg Bagrin, Bruno Bolfo (independent director), Nikolai Gagarin, Dmitry Gindin, Karl Doering (independent director), Randolph Reynolds (independent director), Vladimir Skorokhodov and Igor Fyodorov. Thus, NLMK currently has three independent directors.
New members of the Company's Internal Audit Commission have been approved by NLMK shareholders: Tatyana Gorbunova, Liudmila Kladienko, Valeriy Kulikov, Larissa Ovsyannikova and Galina Shipilova.
Alexey Lapshin was elected President of the Company (Chairman of the Management Board). A biography of Alexey Lapshin can be found at: http://www.nlmksteel.com/StandardPage____725.aspx
ZAO PricewaterhouseCoopers Audit was approved as the Company's Auditor for 2009. ZAO PricewaterhouseCoopers Audit was approved to conduct an audit of the Company's financial statements prepared in accordance with US Generally Accepted Accounted Principles (US GAAP).
In accordance with current Russian Federation legislation, the Annual General Meeting of shareholders approved following related party transactions:
An agreement between Novolipetsk Steel and Stoilensky GOK for a purchase of iron ore concentrate and sinter ore for an amount of up to RUR14.1 billion including VAT (transportation costs are excluded).The effective term of the transaction is January 01, 2009 - December 31, 2009
An agreement between Novolipetsk Steel and Altai-koks for a purchase of coke for an amount of up to RUR10.6 billion including VAT (transportation costs are excluded). The effective term of the transaction is January 01, 2009 - December 31, 2009.
NLMK shareholders approved NLMK's participation in the Russian industrial employers' association "Association of Russian Metals and Mining Industrialists." More details on the organization you may find at www.ampoc.ru.
NLMK's shareholders approved the remuneration of members of NLMK's Board of Directors for 2008. The remuneration was determined in accordance with the "Regulations on the Board of Directors members' remuneration." The total remuneration of Board Members for 2008 amounted to USD1,795,250 including a combined annual bonus of USD1,720,000.
You can find detailed information on the documents approved during the AGM in Russian at www.nlmk.ru or in English at www.nlmksteel.com.
The following resolutions were put to NLMK's shareholders on a poll at the Annual General Meeting and the results of voting were as follows:
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| Resolution | Votes For | Votes Against | Votes Abstained | Results |
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| 1.1 | To approve the Company's 2008 Annual Report, annual financial statements, distribution of the Company's profit in 2008 financial year | 5,476,190,28894.4063% | 561,8850.0097% | 849,5300.0146% | carried |
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| 1.2 | To approve payment of dividends on issued common shares for 2008 totaling RUR2.00 per common share. In view of interim dividend of RUR2.0 per share declared and fully paid for the first half of 2008, to pay no dividends for the second half of 2008. | 5,470,512,42394.3085% | 4,427,3220.0763% | 1,869,4500.0322% | carried |
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| 2 | Election of members of the Board of Directors of NLMK* | 49,208,302,49694.2581% | 3,877,3640.0074% | 16,832,7970.0322% | carried |
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| 3 | To elect President of NLMK (Chairman of the Management Board) - Alexey LAPSHIN | 5,474,999,74994.3858% | 1,959,5830.0338% | 668,8560.0115% | carried |
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| 4 | To elect members to the Company's Internal Audit Commission | ||||
| 4.1 | Valeriy KULIKOV | 5,474,715,33294.3809% | 88,0880.0015% | 1,138,1490.0196% | carried |
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| 4.2 | Larissa OVSIANNIKOVA | 5,474,413,39594.3757% | 60,7800.0010% | 1,283,7120.0221% | carried |
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| 4.3 | Galina SHIPILOVA | 5,474,448,84394.3763% | 56,2630.0010% | 1,252,7810.0216% | carried |
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| 4.4 | Tatyana GORBUNOVA | 5,474,914,95094.3844% | 40,7550.0007% | 1,199,7180.0207% | carried |
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| 4.5 | Ludmila KLADIENKO | 5 458 310 16894.0981% | 16 211 9550.2795% | 1,230,7590.0212% | carried |
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| 5.1 | Approval of the Company Auditor, ZAO "PricewaterhouseCoopers Audit". | 5 474 328 71894.3742% | 603 1590.0104% | 967 5040.0167% | carried |
| 5.2 | Approval of the Company Auditor, ZAO "PricewaterhouseCoopers Audit" to conduct an audit of the Company's financial statements prepared in accordance with US Generally Accepted Accounting Principles (US GAAP). | 5,474,077,80694.3699% | 664,935 0.0115% | 988,5250.0170% | carried |
| 6 | Approval of the revised versions of NLMK's internal documents. | ||||
| 6.1 | The revised version of the Charter of OJSC "NLMK". | 5,471,360,79894,3231% | 355,0790,0061% | 4,530,6160,0781% | carried |
| 6.2 | The revised version of the Regulations on the Board of Directors of OJSC "NLMK". | 5,471,091,72994,3184% | 282,0120,0049% | 4,589,5700,0791% | carried |
| 6.3 | The revised version of the Regulations on the Management of OJSC "NLMK". | 5,471,158,42594.3196% | 236,252 0.0041% | 4,561,5300.0786% | carried |
| 6.4 | The revised version of the Regulations on the procedures for holding general meeting of shareholders (GMS). | 5,471,411,80994.3240% | 357,0810.0062% | 4,207,3320.0725% | carried |
| 7 | Approval of related party transactions | carried | |||
| 7.1 | An agreement between Novolipetsk Steel and Stoilensky GOK for a purchase of iron ore concentrate and sinter ore for an amount of up to RUR14.1 billion including VAT (transportation costs are excluded). The effective term of the transaction is January 01, 2009 - December 31, 2009. | 5,472,044,78991.3055% | 33,0330.0006% | 4,164,0810.0695% | carried |
| 7.2 | An agreement between Novolipetsk Steel and Altai-koks for a purchase of coke for an amount of up to RUR10.6 billion including VAT (transportation costs are excluded). The effective term of the transaction is January 01, 2009 - December 31, 2009. | 5,471,288,49891.2929% | 176,8910,0030% | 4,099,016 0.0684% | carried |
| 8 | Participation in the Russian industrial employers' association "Association of Russian Metals and Mining Industrialists." | 5,472,495,10094.3426% | 294,0080.0051% | 3,437,6360.0593% | |
| 9 | Payment of remuneration to the members of the Board of Directors | 5,469,714,09694.2947% | 3,226,7150.0556% | 3,176,2750.0548% | carried |
* Cumulative voting results are presented below:
The resolution on the election of Board of Directors members is voted upon by cumulative voting, i.e. one voting share gives the number of votes equal to the number of the members in the Board of Directors. When voting, the shareholder is entitled to cast all his votes in favor of one nominee or to distribute them between several nominees. In accordance with the cumulative voting results, the following Board members were elected:
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| Board Members |
| 1. | Oleg BAGRIN |
| 2. | Bruno BOLFO |
| 3. | Nikolai GAGARIN |
| 4. | Dmitry GINDIN |
| 5. | Karl DOERING |
| 6. | Vladimir LISIN |
| 7. | Randolph REYNOLDS |
| 8. | Vladimir SKOROKHODOV |
| 9. | Igor FYODOROV |
For further information:
NLMK
Anton Bazulev +7 495 915 1575
Financial Dynamics
Jon Simmons +44 207 831 3113
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