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POLL RESULTS OF ANNUAL GENERAL MEETINGHELD ON 27 JUNE 2024,APPOINTMENT OF DIRECTORS ANDCHANGES TO THE COMPOSITION OF BOARD COMMITTEES

2024-06-28 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) (Stock Code: 486) POLL RESULTS OF ANNUAL GENERAL MEETING HELD ON 27 JUNE 2024 APPOINTMENT OF DIRECTORS AND CHANGES TO THE COMPOSITION OF BOARD COMMITTEES United Company RUSAL international public joint-stock company (“Company”) is pleased to announce that at the annual general meeting (“AGM”) of the Company held on 27 June 2024 the proposed resolutions set out in the circular of the Company dated 5 June 2024 (“Circular”) and notice of AGM were duly considered by the shareholders of the Company (“Shareholders”) and put for voting 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.Unless otherwise specified capitalised terms used in this announcement shall have the same meaning as defined in the Circular.? 1 ?The poll results in respect of the resolutions proposed at the AGM were as follows.The number of votes and respective percentage share represent the total number of votes cast out of the number of votes held by persons who took part in the AGM which amounted to 13601346481 shares (89.5237% of the issued share capital of the Company). The aggregate number of votes “for” “against” and “abstain” for a particular resolution proposed at the AGM may be less than 13601346481 since Shareholders who took part in the AGM may elect not to cast vote.No. of Votes (%) Resolutions proposed at the AGM For Against Abstain 1 To approve the annual report of UC 9015115979 6391 3972795285 RUSAL IPJSC for 2023 (included 66.2811% 0.0000% 29.2088% in the materials (information) provided to persons entitled to participate in the general meeting in preparation for the general meeting).The resolution 1 was duly passed as an ordinary resolution. 2 To approve the consolidated 9015114639 7481 3972795045 financial statements of UC RUSAL 66.2810% 0.0001% 29.2088% 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).The resolution 2 was duly passed as an ordinary resolution. 3 To approve the annual accounting 9015108679 7001 3972800435 (financial) statements of UC 66.2810% 0.0001% 29.2088% 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).The resolution 3 was duly passed as an ordinary resolution. 4 Not to distribute profit of UC 8537577439 4450317546 23750 RUSAL IPJSC based on the results 62.7701% 32.7196% 0.0002% of 2023 not to declare and not to pay dividends based on the results of 2023.The resolution 4 was duly passed as an ordinary resolution.? 2 ?No. of Votes (%) Resolutions proposed at the AGM For Against Abstain 5 To approve TSATR - AUDIT 12987679884 78321 160560 SERVICES LIMITED LIABILITY 95.4881% 0.0006% 0.0012% 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; 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.The resolution 5 was duly passed as an ordinary resolution.? 3 ?No. of Votes (%) Resolutions proposed at the AGM For Against Abstain 6 To elect the following persons to the Board of Directors of UC RUSAL IPJSC: 6.1 Albrekht Natalia Aleksandrovna 8533378834 3977198700 477294820 62.7392%29.2412%3.5092% 6.2 Galenskaia Liudmila Petrovna 8533384714 4421505 4450064325 62.7393%0.0325%32.7178% 6.3 Danilov Aleksander Vladimirovich 8533403204 4399915 4450026075 62.7395%0.0323%32.7175% 6.4 Zonneveld Bernard 8533351194 3977221610 477246880 62.7390%29.2414%3.5088% 6.5 Ivanova Elena Anatolievna 8533403864 3977162250 477298340 62.7394%29.2409%3.5092% 6.6 Kolmogorov Vladimir Vasilievich 8533406184 4394875 4450069565 62.7394%0.0323%32.7179% 6.7 Nikitin Evgenii Viktorovich 8537757439 3972821345 477296350 62.7714%29.2090%3.5092% 6.8 Shvarts Evgeny Arkadievich 8537723979 3972841885 477296500 62.7712%29.2092%3.5091% 6.9 Mironov Semen Viktorovich 12506161329 4400855 477260660 91.9480%0.0324%3.5088% 6.10 Buto Oksana 3977993119 84580 9009791225 29.2471%0.0006%66.2419% 6.11 Burnham Christopher 8533350474 4449895 4450062625 62.7390%0.0327%32.7178% 6.12 Vasilenko Anna Gennadievna 8537737059 3972833985 477294780 62.7713%29.2091%3.5092% 6.13 Parker Kevin 8537697700 103550 4450061995 62.7710%0.0008%32.7177% The resolution 6 was duly passed as an ordinary resolution apart from the resolution in relation to the election of Buto Oksana which was not passed. Albrekht Natalia Aleksandrovna Galenskaia Liudmila Petrovna Danilov Aleksander Vladimirovich Zonneveld Bernard Ivanova Elena Anatolievna Kolmogorov Vladimir Vasilievich Nikitin Evgenii Viktorovich Shvarts Evgeny Arkadievich Mironov Semen Viktorovich Burnham Christopher Vasilenko Anna Gennadievna and Parker Kevin were elected to the Board. 7 To elect the following persons to the Internal Audit Committee of UC RUSAL IPJSC: 7.1 Petrova Oksana Fedorovna 8537831809 26070 4450048885 62.7720%0.0002%32.7177% 7.2 Rudominsky Aleksey Valerievich 8537808459 39140 4450052785 62.7718%0.0003%32.7177% 7.3 Cherepanova Nataliya Dmitrievna 8537808229 40360 4450052445 62.7718%0.0003%32.7177% The resolution 7 was duly passed as an ordinary resolution. Petrova Oksana Fedorovna Rudominsky Aleksey Valerievich and Cherepanova Nataliya Dmitrievna were elected to the Internal Audit Committee of UC RUSAL IPJSC.? 4 ?The total number of Shares entitling the Shareholders to attend and vote for or against each and every resolution at the AGM was 15193014862 Shares representing the entire issued share capital of the Company as at the date of 4 June 2024 being the date on which the persons entitled to participate in the AGM are determined (recorded).There were no Shares entitling the holders to attend and abstain from voting in favour of these 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 to vote against any of the resolutions at the AGM.The Company’s share registrar joint-stock company “Interregional RegistrationCenter” was appointed as the scrutineer at the AGM for the purpose of vote-taking.The following directors of the Company attended the AGM. Mr. Evgenii Nikitin being executive Director; Mr. Semen Mironov Mr. Vladimir Kolmogorov being non-executive Directors; Ms. Anna Vasilenko Mr. Bernard Zonneveld Ms. Liudmila Galenskaia Dr. Evgeny Shvarts Mr. Kevin Parker being independent non-executive Directors and Ms. Natalia Albrekht being the newly appointed Directors.APPOINTMENT OF DIRECTORSThe Company announces the appointments of Ms. Natalia Albrekht (“Ms.Albrekht”) and Ms. Elena Ivanova (“Ms. Ivanova”) each as an executive Directorwith effect from 27 June 2024; and the appointment of Mr. Aleksander Danilov (“Mr.Danilov”) as a non-executive Director with effect from 27 June 2024.Particulars of Ms. Albrekht is set out below: Ms. Albrekht aged 51 From June 2020 to the present Ms. Albrekht has been the deputy general director for Human Resources at JSC “RUSAL Management”. From June 2022 to the present Ms.Albrekht has been the director of the direction of the branch the JSC “UC RUSAL— TD” in the Republic of Kazakhstan. From May 2024 to the present Ms. Albrekht has been the head of the human resources department of the UC RUSAL SUPPORT DMCC. From September 2019 to the present Ms. Albrekht has been the deputy general director for Human Resources at International limited liability company En+ Holding (former En+ Holding Limited).From October 2019 to May 2020 Ms. Albrekht was the human resources advisor to the general director at JSC “RUSAL Management”. From May 2023 to May 2024 Ms. Albrekht was head of human resources department of the ALPG.? 5 ?From 2013 to 2019 Ms. Albrekht was the executive vice president for Organisational Development and Human Resources at PJSC VimpelCom. From 2012 to 2013 Ms.Albrekht held the position of vice president of PJSC Rostelecom. From 2009 to 2012 Ms. Albrekht was deputy general director for Organisational Development Human Resources and Administrative Issues in STS Media Holding. In 2002 Ms. Albrekht served as the director of the Subscription Services Department at OJSC NTV Plus later the deputy director general for Sales and Development of the Federal Sales Center CJSC (part of IES Holding) and the general director of Integrated Settlement Center LLC.Ms. Albrekht graduated from Bauman Moscow State Technical University majoring in Applied Mechanics. Ms. Albrekht has an international Chartered Institute of Personnel and Development certificate in the field of personnel management.The length of service of Ms. Albrekht as an executive Director shall be until the next annual general meeting of the Shareholders in accordance with the Charter. Ms.Albrekht’s appointment may be terminated in accordance with the Charter. As an executive Director Ms. Albrekht is not entitled to a director’s fee but is entitled to a salary pursuant to her respective employment with the Group which is determined with reference to the relevant experience duties and responsibilities with the Group and bonus is to be paid on the basis of achievement of performance targets.As at the date of this announcement Ms. Albrekht 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 SFO.Save as disclosed above Ms. Albrekht was independent from and not related to any other Directors members of senior management of the Group Substantial Shareholders or Controlling Shareholders of the Company.Save as disclosed above Ms. Albrekht 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 Ms. Albrekht 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 HKSE Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.? 6 ?Particulars of Ms. Ivanova is set out below: Ms. Ivanova aged 53 From 26 April 2023 to the present Ms. Ivanova has been holding the position of director in the direction of the Directorate for Strategy and Investor Relations of the Company’s Branch in Moscow. From 1 April 2021 to the present Ms. Ivanova has been holding the position of director of Capital Markets and Financial Products at International limited liability company En+ Holding.Ms. Ivanova graduated from the Moscow State Institute of International Relations (MGIMO) in 1992 with a degree in economics with knowledge of foreign languages and she graduated from the Moscow Academy of Economics and Law in 2000 with a degree in jurisprudence.The length of service of Ms. Ivanova as an executive Director shall be until the next annual general meeting of the Shareholders in accordance with the Charter. Ms.Ivanova’s appointment may be terminated in accordance with the Charter. As an executive Director Ms. Ivanova is not entitled to a director’s fee but is entitled to a salary pursuant to her respective employment with the Group which is determined with reference to the relevant experience duties and responsibilities with the Group and bonus is to be paid on the basis of achievement of performance targets.As at date of this announcement Ms. Ivanova owned 110000 voting Shares (0.00072% of voting Shares). Save as disclosed above Ms. Ivanova 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 SFO.Save as disclosed above Ms. Ivanova was independent from and not related to any other Directors members of senior management of the Group Substantial Shareholders or Controlling Shareholders of the Company.Save as disclosed above Ms. Ivanova 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 Ms. Ivanova 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 HKSE Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.? 7 ?Particulars of Mr. Danilov is set out below: Mr. Danilov aged 51 From 2019 to the present Mr. Danilov has been the member of the management board at International limited liability company En+ Holding (former En+ Holding Limited). From 2019 to the present Mr. Danilov has been the member of the board of director of Joint Stock Company Soyuzmetallresurs Management Company.Mr. Danilov graduated from the Moscow State Institute of International Relations (university) of the Ministry of Foreign Affairs of the Russian Federation in 1995 as an international lawyer with knowledge of a foreign language. Mr. Danilov graduated from University of Michigan Law School (Ann Arbor) LL.M. in 2000 and from University of Chicago Booth School of Business MBA in 2016.The length of service of Mr. Danilov as a non-executive Director shall be until the next annual general meeting of the Shareholders in accordance with the Charter. Mr.Danilov’s appointment may be terminated in accordance with the Charter. As a non-executive Director Mr. Danilov is entitled to EUR215000 annually (before tax) to be paid monthly in equal installments; as member of Board committees EUR18000 per annum (before tax) for membership per one committee to be paid monthly in equal installments; and as Board committee chairman EUR26000 per annum (before tax) for membership per one committee to be paid monthly in equal installments. Remuneration policies are determined based on his qualifications and performance as well as the complexity of his job.As at the date of this announcement Mr. Danilov 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 SFO.Save as disclosed above Mr. Danilov was independent from and not related to any other Directors members of senior management of the Group Substantial Shareholders or Controlling Shareholders of the Company.Save as disclosed above Mr. Danilov 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. Danilov 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 HKSE Listing Rules; and there are no other matters that need to be brought to the attention of the Shareholders.? 8 ?CHANGES TO THE COMPOSITION OF BOARD COMMITTEES The Company announces that the Board appointed Dr. Evgeny Shvarts as a member of the Remuneration Committee with effect from 27 June 2024. The Board appointed Ms. Anna Vasilenko as a member of the Corporate Governance & Nominations Committee with effect from 27 June 2024. The Board appointed Mr. Semen Mironov as a member of the Health Safety and Environmental Committee with effect from 27 June 2024. The Board appointed Ms. Natalia Albrekht as a member of the Health Safety and Environmental Committee with effect from 27 June 2024.For and on behalf of United Company RUSAL international public joint-stock company Evgenii Nikitin General Director Executive Director 28 June 2024 As at the date of this announcement the members of the Board of Directors are the following: the executive Directors are Mr. Evgenii Nikitin Ms. Natalia Albrekht and Ms. Elena Ivanova the non-executive Directors are Mr. Vladimir Kolmogorov Mr. Semen Mironov and Mr. Aleksander Danilov 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.?9?