At the meeting held on April 25, 2013 in Moscow ALROSA Supervisory Board considered the lead-up to the annual general meeting of shareholders, and a number of matters relating to the Company’s day-today operation.
The Supervisory Board decided to hold the annual general meeting of shareholders of OJSC ALROSA on June 29, 2013 and approved the agenda of the annual general meeting to include, without limitation to, the matters as follows:
- Approval of ALROSA’s annual report.
- Approval of ALROSA’s annual financial statements, including the income statement (profit and loss account).
- Approval of the distribution of ALROSA’s profit following the results of the year 2012.
- On the amount, terms and form of payment of the 2012 year-end dividends.
- On payment of the remuneration for the Supervisory Board members – non-government officials in the amount fixed by ALROSA’s internal document.
- Election of ALROSA’s Supervisory Board members.
- Election of ALROSA’s Auditing Committee members.
- Approval of ALROSA’s auditor.
- Amending ALROSA’s Charter.
- On approval of the revised version of the Regulations for the Procedure of General Meetings of Shareholders of OJSC ALROSA.
- On approval of the revised version of the Regulations on the Procedure of the Supervisory Board of OJSC ALROSA.
- On approval of the revised version of the Regulations on the Procedure of the Executive Committee of OJSC ALROSA.
The Supervisory Board approved recommendations on the distribution of profit for the year 2012, submitted earlier by ALROSA’s Executive Committee.
ALROSA’s net profit under the Russian Accounting Standards in 2012 amounted to RUB 39 billion 657.349 million. The Supervisory Board recommends to the annual general meeting of shareholders to approve the allocation of RUB 8 billion 175.111 million for payment of the 2012 year-end dividends, which is equivalent to payment of RUB 1.11 per one ordinary share of RUB 0.5 par value. Pursuant to the Order of the Government of the Russian Federation, the companies whose shares are in federal ownership are to allocate for dividends at least 25% of the net profit under the RAS less the income received from revaluation of financial investments. ALROSA’s profit (without revaluation of financial investments) in 2012 amounted to RUB 25.182 billion. Thus, summarizing the results of 2012 it is planned to allocate some 32.5% of ALROSA’s profit for dividends.
The representatives from Goldman Sachs Bank reported to the Supervisory Board on the procedure of ALROSA’s forthcoming privatization.
The Supervisory Board also approved the reduction of ALROSA’s Executive Committee from 20 to 13 members, and to terminate the powers of the members as follows: Vassily Grabtsevich, Dmitry Voyan, Valery Kornilov, Mikhail Lopatinsky, Elena Timonina, Vladimir Tkachenko, Igor Uvarov, Rishat Yuzmukhametov. The Supervisory Board voted to approve a new member of the Executive Committee, Alexander Matveev, head of ALROSA’s Legal Department.
The matter relating to the reduction of the Executive Committee was considered in pursuance of the Company’s Supervisory Board instruction of November 26, 2012, for the purpose of optimizing the Executive Committee operation and enhancing the level of responsibility for the decisions made.
The Supervisory Board also approved the approach when two directors of the mining and processing divisions can be appointed members of the Executive Committee based on the results of the performance evaluation in the accounting period.