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NOTICE OF ANNUAL GENERAL MEETING

2024-06-04 00:00:00

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 INTERNATIONAL PUBLIC JOINT-STOCK COMPANY (Incorporated under the laws of Jersey with limited liability and continued in the Russian Federation as an international company) (Hong Kong Stock Code: 486; Moscow Exchange: RUAL) NOTICE OF ANNUAL GENERAL MEETING DEAR SHAREHOLDERS! United Company RUSAL international public joint-stock company hereby gives you notice of holding an annual general meeting of shareholders (“AGM”) of the Company.Full corporate name of the Company United Company RUSAL international public joint-stock company Registered office of the Company Office 410 8 Oktyabrskaya street Kaliningrad region Kaliningrad 236006 Russian Federation Form of the general meeting Meeting (compresence) Date and time of the meeting 27 June 2024 at 10:00 a.m Kaliningrad time / 4:00 p.m. Hong Kong time Place of holding the meeting (address) Hotel “Kaiserhof” Oktyabrskaya street 6a Kaliningrad Russian Federation Time when the registration of AGM 27 June 2024 at 9:30 a.m. Kaliningrad time / participants commence 3:30 p.m. Hong Kong time Date on which the persons entitled to 4 June 2024 participate in the AGM are determined (recorded) ? 1 ?AGM AGENDA: 1. Approval of the annual report of UC RUSAL IPJSC for 2023 PROPOSED RESOLUTION ON ITEM 1: To approve the annual report of UC RUSAL IPJSC for 2023 (included in the materials (information) provided to persons entitled to participate in the general meeting in preparation for the general meeting). 2. Approval of the consolidated financial statements of UC RUSAL IPJSC for the year ended 31 December 2023 PROPOSED RESOLUTION ON ITEM 2: To approve the consolidated financial statements of UC RUSAL IPJSC for the year ended 31 December 2023 (included in the materials (information) provided to persons entitled to participate in the general meeting in preparation for the general meeting). 3. Approval of the annual accounting (financial) statements of UC RUSAL IPJSC for the year ended 31 December 2023 prepared in accordance with Russian Accounting Standards PROPOSED RESOLUTION ON ITEM 3: To approve the annual accounting (financial) statements of UC RUSAL IPJSC for the year ended 31 December 2023 prepared in accordance with Russian Accounting Standards (included in the materials (information) provided to persons entitled to participate in the general meeting in preparation for the general meeting). 4. Payment (declaration) of dividends by the Company based on the results of 2023 PROPOSED RESOLUTION ON ITEM 4: Not to distribute profit of UC RUSAL IPJSC based on the results of 2023 not to declare and not to pay dividends based on the results of 2023. 5. Approval of the auditor of UC RUSAL IPJSC the terms and conditions of the agreement with the auditor including determination of the remuneration of the auditor PROPOSED RESOLUTION ON ITEM 5: To approve TSATR - AUDIT SERVICES LIMITED LIABILITY COMPANY as the auditor of UC RUSAL IPJSC for 2024. To approve total remuneration for services in 2024: RUB 245662000 net of VAT but including out-of-pocket expenses. To approve the following terms and conditions of the agreement with the auditor: Customer: UC RUSAL IPJSC; Auditor: TSATR - AUDIT SERVICES LLC; Subject: audit of the financial statements (both prepared in accordance with the Russian Accounting Standards and International Financial Reporting Standards) for the year ending 31 December 2024 conducting a review of interim financial statements (prepared in accordance with the International Financial Reporting Standards) for the six months ending 30 June 2024 and other audit services; ? 2 ?Indemnification: unlimited indemnity to compensate or reimburse any expense or loss of TSATR - AUDIT SERVICES LLC in connection with the audit of the financial statements (both prepared in accordance with the Russian Accounting Standards and International Financial Reporting Standards) for the year ending 31 December 2024 conducting a review of interim financial statements (prepared in accordance with the International Financial Reporting Standards) for the six months ending 30 June 2024 and other audit services. 6. Election of the Board of Directors of the Company PROPOSED RESOLUTION ON ITEM 6: To elect the following persons to the Board of Directors of UC RUSAL IPJSC: 1. Ms. Albrekht Natalia Aleksandrovna 2. Ms. Galenskaia Liudmila Petrovna 3. Mr. Danilov Aleksander Vladimirovich 4. Mr. Zonneveld Bernard 5. Ms. Ivanova Elena Anatolievna 6. Mr. Kolmogorov Vladimir Vasilievich 7. Mr. Nikitin Evgenii Viktorovich 8. Dr. Shvarts Evgeny Arkadievich 9. Mr. Mironov Semen Viktorovich 10. Ms. Buto Oksana 11. Mr. Burnham Christopher 12. Ms. Vasilenko Anna Gennadievna 13. Mr. Parker Kevin 7. ELECTION OF MEMBERS OF THE INTERNAL AUDIT COMMITTEE OF UC RUSAL IPJSC PROPOSED RESOLUTION ON ITEM 7: To elect the following persons to the Internal Audit Committee of UC RUSAL IPJSC: 1. Ms. Oksana Fedorovna Petrova 2. Mr. Aleksey Valerievich Rudominsky 3. Ms. Nataliya Dmitrievna Cherepanova Materials and information provided to persons entitled to participate in the AGM: 1. Annual report for 2023; 2. Consolidated financial statements for the year ended 31 December 2023 with the auditor’s report; ? 3 ?3. Circular for shareholders containing inter alia: — annual accounting (financial) statements for the year ended 31 December 2023 prepared in accordance with Russian Accounting Standards with the auditor’s report; — information on candidates to the Board of Directors of the Company; — information on written consent of the nominated candidates for election to the Board of Directors of the Company; — information on candidates to the Internal Audit Committee of the Company; — information on written consent of the nominated candidates for election to the Company’s Internal Audit Committee; — draft resolutions of the AGM; — information about the auditor; — recommendations of the Board of Directors on the voting on AGM agenda items including recommendations of the Board of Directors on the amount of dividend on the Company’s shares and the procedure for its payment; 4. Report on the internal audit of the Internal Audit Directorate of UC RUSAL IPJSC based on the results of 2023; 5. Report of the Internal Audit Committee of the Company based on the results of the audit of the annual report annual accounting (financial) statements of the Company; 6. Other information provided by the Charter or other applicable requirements. The Shareholders will be able to familiarise themselves with information (materials) concerning the AGM within 20 days up to and including the date of the AGM. The information provided to the Shareholders shall be available for review at: 236006 Kaliningrad region city of Kaliningrad ul.Oktyabrskaya 8 office 410 on business days in the Russian Federation from 9:00 a.m. to 6:00 p.m.local time and at 17/F. Leighton Centre 77 Leighton Road Causeway Bay Hong Kong on business days in Hong Kong from 10:00 a.m. to 1:00 p.m. and from 2:00 p.m. to 5:00 p.m. local time.Each AGM participant must bring their passport or other identity document to the AGM for the purpose of identification and for the authorized representative of the Shareholder a power of attorney for the right to participate in the general meeting of Shareholders on behalf of the Shareholder and (or) documents confirming the right to act on behalf of the Shareholder in the absence of a power of attorney or other necessary powers. If the registration of rights to Shares is carried out in HKMS through a nominee holder and you would like to personally participate in the AGM please contact your broker bank custodian or other nominee holder through whom you own shares for instructions on the necessary actions for personal participation. When attending the AGM in person depending on the rules and regulations in force at the time a QR-code issued to the visitor may be required.? 4 ?IRC Registered ShareholdersIn case your rights to Shares are registered by the joint-stock company “InterregionalRegistration Center” (hereinafter referred to as — JSC “IRC” or the “Registrar”) you are requested to (1) submit to the Company or the Registrar a completed and signed voting ballot in accordance with the Company’s instructions or (2) access the online portal at https://online.e-vote.ru which will allow you to virtually attend the AGM and vote by completing the electronic form of the ballot (for Shareholders whose rights to Shares are registered through a nominee holder completion of the electronic form of the ballot will be available after the nominee holder discloses information about such a Shareholder as a person entitled to participate in the AGM (provides the information to JSC “IRC”) or (3) if the registered person in the register of shareholders is a nominee holder and not the Shareholder himself to vote by giving instructions to the nominee holder.HKMS Registered Shareholders In case of registration of rights to Shares in Hongkong Managers and Secretaries Limited (hereinafter referred to as “HKMS”) you are requested to complete and submit a proxy form in the manner described in the circular to Shareholders dated 5 June 2024 (the “Circular”).Any Shareholder whose rights to Shares are registered with HKMS and who wishes to view and listen to the AGM online is required to send his/her full name (as appears on his/her identification document) and phone number to the following email address: registrar@hkmanagers.com not later than 48 hours before the appointed time and date of the AGM. Shareholders whose rights to Shares are registered with HKMS may be required to present identification documents (sufficient for the Company and/or HKMS in their sole discretion to verify their identity against Shareholders’ records) prior to being provided with the link to view the AGM online. Shareholders whose rights to Shares are registered with HKMS should be able to access the live webcast of the AGM using such link from the start of the AGM until its conclusion. However the online link will not enable Shareholders whose rights to Shares are registered with HKMS to vote on any resolutions at the AGM online and therefore they may only vote on any resolution of the AGM in advance by proxy in accordance with the procedure as set out in the Circular.Shareholders whose rights to Shares are registered with HKMS who would like to raise questions in relation to the business of the AGM can do so by sending questions via email to the following email address: registrar@hkmanagers.com. Shareholders whose rights to Shares are registered with HKMS are required to send his/her full name (as appears on his/her identification document) when submitting the questions and only questions submitted by Shareholders the identification of which have been verified by the Company and/or HKMS against Shareholders’ records (the sufficiency of which is at their sole discretion) will be accepted. Shareholders whose rights to Shares are registered with HKMS are encouraged to submit questions in advance of the AGM in order for the Company to facilitate their moderation.All holders of Ordinary Shares who were Shareholders as at the record date of the AGM have the right to vote on all items on the agenda of the AGM. The AGM resolutions on all items put to vote will pass if a majority of the votes of the Shareholders who own the voting Shares and participate in the meeting cast for the resolutions (“Ordinary Resolutions”). Voting at the AGM shall be on the principle of “one Ordinary Share - one vote”. Voting at the AGM will be taken by way of poll.? 5 ?Currently it is possible that nominee holders or other infrastructure participants may decline to exercise corporate shareholder rights (e.g. referring to their internal rules regulations or restrictions or otherwise). The Shareholders who own Shares through third parties are encouraged to carefully discuss with their counterparties (trustees brokers custodians etc.) the procedure for voting including in the event of a transfer of Shares by a Shareholder between the Russian and Hong Kong registers after the date on which the persons entitled to participate in the AGM are determined (recorded).Procedure for sending of voting ballots (in case your rights are registered by JSC “IRC”) The voting ballot will be available on the Company’s website on the internet at https://www.rusal.ru. They will also be circulated in accordance with applicable requirements.The postal address to send your completed voting ballots: JSC “IRC” Podsosensky pereulok 26 str.2 Moscow 105062 Russian Federation.Persons who have duly registered to participate in the AGM and Shareholders whose original voting ballots were sent to JSC “IRC” or the Company at the above-mentioned postal address and were received by JSC “IRC” or the Company no later than 48 hours before the time set for the AGM are considered to have participated in the AGM. Shareholders who in accordance with the Russian securities legislation have given voting instructions to the persons which keep records of their rights to Shares are also considered to have participated in the AGM if the information about their expression of will is received by the Registrar no later than 48 hours before the time set for the AGM.For questions related to the implementation of the right to participate in the AGM you can contact the Registrar by e-mail to info@mrz.ru or by phone: +7 (495) 234-44-70.Procedure for sending of proxy forms for voting (in case your rights are registered by HKMS)Whether or not you intend to attend the AGM as stated in the section headed “HKMS RegisteredShareholders” of the Circular you are requested to complete the form of proxy in accordance with the instructions printed thereon and deposit it together with the power of attorney or other authority (if any) under which it is signed or a notarized copy of such power of attorney or authority at the office of HKMS: Hongkong Managers and Secretaries Limited Units 1607-8 16/F Citicorp Centre 18 Whitfield Road Causeway Bay Hong Kong or at proxy@hkmanagers.com as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM. A form of proxy for use in connection with the AGM is enclosed with the Circular. In the event that a Shareholder having lodged a proxy form attends the AGM his proxy form will be deemed to have been revoked.For instructions on the online webcast please refer to the user guide which will be made available on the Company’s website (https://rusal.ru/en/) as soon as practicable after the issue of the Circular and in any event no later than 12 June 2024.This notice is provided in Russian English and Chinese language version. In case of any inconsistency the Russian version shall prevail.For and on behalf of United Company RUSAL international public joint-stock company Evgenii Nikitin General Director Executive Director 5 June 2024 As at the date of this announcement the members of the Board of Directors are the following: the executive Directors are Mr.Evgeny Kuryanov Mr. Evgenii Nikitin and Mr. Evgenii Vavilov the non-executive Directors are Mr. Mikhail Khardikov Mr.Vladimir Kolmogorov and Mr. Semen Mironov and the independent non-executive Directors are Mr. Christopher Burnham Ms.Liudmila Galenskaia Mr. Kevin Parker Dr. Evgeny Shvarts Ms. Anna Vasilenko and Mr. Bernard Zonneveld (Chairman).All announcements published by the Company are available on its website under the links http://www.rusal.ru/en/investors/info.aspx and http://rusal.ru/investors/info/moex/ respectively.?6?