On June 30, 2011, an Annual General Meeting of Shareholders of OJSC ALROSA and an Extraordinary Meeting of Shareholders of OJSC ALROSA were held in Mirny, Republic of Sakha (Yakutia).
The Annual Meeting of Shareholders approved the Company’s annual report, annual financials, and the Company’s profit and loss statement for 2010.
In 2010 ALROSA retained its positions on the world market, having increased its diamond production from 32.8 million carats in 2009 to 34.3 million carats in 2010. According to the 2010 results the diamond sales by the ALROSA Group amounted to USD 3,483.6 million (including the sales of polished diamonds of USD 145.8 million), which is a record-breaking amount throughout the Company’s history.
According to the results of the Company’s production and financial activities in 2010, the net profit of OJSC ALROSA totaled RUB 8,777.2 million. The shareholders voted to approve the distribution of the net profit as follows:
- repayment of long-term loans — RUB 2,858.6 million;
- long-term financial investments — RUB 4,077.0 million;
- payment of remuneration to members of the Supervisory Board — RUB 8.4 million;
- payment of dividends — RUB 1,833.2 million.
It was resolved that dividends be paid in the amount of RUB 6,721.63 per one outstanding ordinary registered share of OJSC ALROSA.
The shareholders approved the Regulations on remuneration to members of the Supervisory Board, developed under the instruction of the Government of the Russian Federation of 28/07/2009 No. VZ-ShZ-4252, and resolved that remuneration for work in the Supervisory Board be paid to members of the Supervisory Board who are not government officials — in the amount established by the internal documents of OJSC ALROSA.
The meeting elected the ALROSA Internal Audit Commission, approved ООО «Finansovyie i Bukhgalterskyie Consultanty» (FBK) as the Company’s statutory auditor under the Russian accounting standards for 2011.
For the purposes of execution of the Activities Plan aimed at completing the reorganization of ALROSA into an OJSC and splitting of the Company shares, approved by the Resolution of the Supervisory Board of December 28, 2010 (Minutes No. 166), it was resolved to split the outstanding registered ordinary non-documented shares of OJSC ALROSA as follows:
— category (type) of shares to be split: registered ordinary non-documented shares of OJSC ALROSA of RUB 13,502.5 par value;
— way of share placing: conversion at share splitting;
— share splitting coefficient: one registered ordinary non-documented share of OJSC ALROSA of RUB 13,502.5 par value each shall be converted into 27,005 registered ordinary non-documented shares of RUB 0.5 par value each.
The positive effect from the share splitting for the shareholders and the Company shall be higher liquidity and, consequently, greater investment attractiveness of the shares that should result in the increase of their market value.
In connection with the resolution made on the splitting of the shares, the shareholders made amendments to the Charter of OJSC ALROSA as follows:
— it was resolved to amend Clause 6.1.1., Article 6 of the Charter of OJSC ALROSA to read as follows: «6.1.1. The Authorized Capital of the Company shall amount to 3,682,482,815 (three billion six hundred and eighty-two million four hundred and eighty-two thousand eight hundred and fifteen) rubles and shall be divided into 7,364,965,630 (seven billion three hundred and sixty-four million nine hundred and sixty-five thousand six hundred and thirty) ordinary registered shares of 50 (fifty) kopecks par value each»;
— it was resolved to amend Clause 6.1.2., Article 6 of the Charter to read as follows: «6.1.2. The Company shall be entitled to place, additionally to outstanding shares, 2,062,155,810 (two billion sixty-two million one hundred and fifty-five thousand eight hundred and ten) ordinary registered non-documentary shares of 50 (fifty) kopecks par value each».
Taking into account the fact that OJSC ALROSA has initiated the development of an interregional agreement for the diamond sector that such diamond-mining companies as OJSC Alrosa-Nyurba, CJSC Uralalmaz, and the largest diamond manufacturer OJSC Production Corporation Kristall, Smolensk, expressed their interest and willingness in signing and participating, the Annual General Meeting of Shareholders of OJSC ALROSA resolved that ALROSA will join (acting as a founder of) the Interregional Intra-sectoral Association of employers.
The creation of the interregional intra-sectoral association of employers of the diamond sector and signing of the Intra-sectoral Agreement will allow diamond producing and diamond manufacturing companies to pursue coordinated and consistent policies in the sphere of social and labor relations and economic relations with professional unions and associations, state governmental bodies and local authorities connected thereto.
At the extraordinary meeting of shareholders, under the instructions of the President of the Russian Federation Dmitry Medvedev on exclusion from the Boards of Directors (Supervisory Boards) of joint-stock companies with the state participation of the Vice Chairmen of the Government of the Russian Federation and federal ministers who coordinate state regulation in the relevant spheres of activity, the ALROSA shareholders voted to elect the Supervisory Board of ALROSA composed of:
Mr. ALEKSEEV, Gennady Fyodorovich — First Vice Chairman of the Government of the Republic of Sakha (Yakutia);
Mr. ANDREEV, Fyodor Borisovich — President of OJSC ALROSA;
Mr. AKHPOLOV, Alexander Alikhanovich — Director, Administrative Department, Ministry of Finance of the Russian Federation;
Mr. BARSUKOV, Sergey Vladimirovich — Director, Financial Policy Department, Ministry of Finance of the Russian Federation;
Mr. BORISOV, Yegor Afanasyevich — President of the Republic of Sakha (Yakutia);
Mrs. GRIGORIEVA, Evgenia Vasilievna – Minister of Property and Land Relations of the Republic of Sakha (Yakutia);
Mrs. DANCHIKOVA, Galina Innokentievna — Chair of the Government of the Republic of Sakha (Yakutia);
Mr. DEMYANOV, Ivan Kirillovich — Vice President of OJSC ALROSA;
Mrs. DZHABRAILOVA, Lyubov Konstantinovna — Head of the Anabar national (Dolgan-Evenk) Ulus (Municipal District) of the Republic of Sakha (Yakutia);
Mr. DUBININ, Sergey Konstantinovich – Chairman of the Supervisory Council, VTB Bank, Member of the Board of Directors, CJSC VTB Capital;
Mr. YEFIMOV, Victor Petrovich — Head of the Republic of Sakha (Yakutia) Presidential and Governmental Offices;
Mr. RYBKIN, Vladimir Borisovich — Head, GOKHRAN of the Russian Federation;
Mr. TIKHONOV, Anatoly Vladimirovich — Member of the Supervisory Board of OJSC ALROSA;
Mr. URINSON, Yakov Moiseevich — Deputy Chief Executive Officer, OJSC RUSNANO;
Mr. YUZHANOV, Ilya Arturovich — Member of the Supervisory Board of OJSC ALROSA.