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 2019

United Company RUSAL Plc ("Company") is pleased to announce that at the annual general meeting ("AGM") of the Company held on 20 June 2019, 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 28 May 2019 ("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

9,273,585,255

4,536,049

0

statements, the report of the directors of the

(99.95%)

(0.05%)

Company ("Directors") and the auditor's report of

the Company, each for the year ended 31

December 2018.

The resolution was duly passed as an ordinary resolution.

2(a)

To re-appoint Mr. Evgenii Nikitin as an executive

12,806,638,300

84,420,194

2,040,000

Director.

(99.35%)

(0.65%)

The resolution was duly passed as an ordinary resolution.

2(b)

To re-appoint Mr. Evgenii Vavilov as an executive

12,806,638,300

84,420,194

2,040,000

Director.

(99.35%)

(0.65%)

The resolution was duly passed as an ordinary resolution.

− 1 −

Resolutions proposed at the AGM

No. of Votes (%)

For

Against

Abstain

2(c)

To re-appoint Mr. Marco Musetti as a

12,806,638,300

84,420,194

2,040,000

non-executive Director.

(99.35%)

(0.65%)

The resolution was duly passed as an ordinary resolution.

2(d)

To re-appoint Mr. Bernard Zonneveld as an

12,886,501,455

4,557,039

2,040,000

independent non-executive Director.

(99.96%)

(0.04%)

The resolution was duly passed as an ordinary resolution.

2(e)

To re-appoint Mr. Dmitry Vasiliev as an

12,886,501,455

4,557,039

2,040,000

independent non-executive Director.

(99.96%)

(0.04%)

The resolution was duly passed as an ordinary resolution.

2(f)

To re-appoint Mr. Evgeny Kuryanov as an

12,806,638,300

84,420,194

2,040,000

executive Director.

(99.35%)

(0.65%)

The resolution was duly passed as an ordinary resolution.

2(g)

To re-appoint Mr. Vladimir Kolmogorov as a

12,806,638,300

84,420,194

2,040,000

non-executive Director.

(99.35%)

(0.65%)

The resolution was duly passed as an ordinary resolution.

2(h)

To re-appoint Mr. Maxim Poletaev as an

12,886,517,455

4,541,039

2,040,000

independent non-executive Director.

(99.96%)

(0.04%)

The resolution was duly passed as an ordinary resolution.

2(i)

To re-appoint Mr. Randolph N. Reynolds as an

12,886,501,455

4,557,039

2,040,000

independent non-executive Director.

(99.96%)

(0.04%)

The resolution was duly passed as an ordinary resolution.

2(j)

To re-appoint Mr. Kevin Parker as an independent

12,886,517,455

4,541,039

2,040,000

non-executive Director.

(99.96%)

(0.04%)

The resolution was duly passed as an ordinary resolution.

2(k)

To re-appoint Mr. Christopher Burnham as an

8,794,440,265

4,096,618,229

2,040,000

independent non-executive Director.

(68.22%)

(31.78%)

The resolution was duly passed as an ordinary resolution.

2(l)

To re-appoint Mr. Nick Jordan as an independent

8,794,456,265

4,096,602,229

2,040,000

non-executive Director.

(68.22%)

(31.78%)

The resolution was duly passed as an ordinary resolution.

3

To appoint JSC KPMG as the auditor and authorise

13,365,652,445

4,536,049

0

the Directors to fix the remuneration of the auditor

(99.97%)

(0.03%)

for the year ending 31 December 2019.

The resolution was duly passed as an ordinary resolution.

− 2 −

Resolutions proposed at the AGM

No. of Votes (%)

For

Against

Abstain

4

To give a general mandate to the Directors to allot,

8,658,480,100

4,709,006,394

2,000

issue, grant and deal with additional securities of

(64.77%)

(35.23%)

the Company.

The resolution was duly passed as an ordinary resolution.

5

To give a general mandate to the Company and the

8,713,920,100

4,653,566,394

2,000

Directors on behalf of the Company to repurchase

(65.19%)

(34.81%)

securities of the Company (to be passed as a

special resolution).

The resolution was not passed as a special resolution.

6

Conditional upon Resolutions 4 and 5 being

8,659,020,100

4,708,366,394

102,000

passed, to extend the general mandate granted to

(64.78%)

(35.22%)

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 28 May 2019 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

20 June 2019

− 3 −

As at the date of this announcement, the executive Directors are Mr. Evgenii Nikitin, Mr. Evgeny Kuryanov and Mr. Evgenii Vavilov, the non-executive Directors are Mr. Marco Musetti, Mr. Vyacheslav Solomin and Mr. Vladimir Kolmogorov and the independent non-executive Directors are Dr. Elsie Leung Oi-sie, Mr. Dmitry Vasiliev, Mr. Bernard Zonneveld (Chairman), Mr. Maxim Poletaev, Mr. Randolph N. Reynolds, Mr. Kevin Parker, Mr. Christopher Burnham and Mr. Nick Jordan.

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.

− 4 −

Attachments

  • Original document
  • Permalink

Disclaimer

United Company RUSAL plc published this content on 20 June 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 June 2019 15:28:31 UTC