Mechel Announces Results of Its Annual General Shareholdersâ€™ Meeting
Tuesday, July 3rd, 2007
Mechel OAO, one of the leading Russian mining and metals companies, announces the results of its Annual General Shareholdersâ€™ Meeting.
The Annual General Shareholdersâ€™ Meeting adopted the following resolutions:
â€¢ To approve a dividend of RUR 19.70 per one ordinary registered book-entry share (about USD 2.27 per one ADR 1) based on the companyâ€™s operational results for 2006. The total dividend recommended by the Board of Directors to the Annual General Shareholdersâ€™ Meeting amount to RUR 8.2 billion (approximately $316.0 million 1), which complies with Mechelâ€™s previously announced intention to allocate not less than 50% of its net income under US GAAP to pay dividends beginning from the payment of the dividends for fiscal year 2005.
Dividends should be paid out by bank transfer not later than December 31, 2007.
1 Calculated at the exchange rate of the Russian Federation Central Bank as of June 10, 2007, amounting to 25.98 Russian Rubles per one US Dollar.
â€¢ To elect the following people to Mechelâ€™s Board of Directors (BoD):
o Igor Zyuzin;
o Alexey Ivanushkin;
o Vladimir Polin;
o Roger Gale (independent director);
o A. David Johnson (independent director);
o Serafim Kolpakov (independent director);
o Alexander Yevtushenko (independent director);
o Valentin Proskurnya (independent director);
o Alex Polevoy.
The number of Directors on the Companyâ€™s Board remains unchanged from the last year. Independent directors, as before, make up the majority in Mechelâ€™s BoD.
â€¢ To approve Mechelâ€™s annual report and annual Russian financial statements and report, including profit and loss account, to elect Mechelâ€™s Review Commission, and appoint BDO Unicon ZAO, Moscow, as its auditor for its Russian statutory accounts.
During the first meeting of the Board of Directors in 2007 that followed the Annual General Shareholdersâ€™ Meeting, Valentin Proskurnya was elected as Chairman of Mechel OAO.
Mr. Proskurnya has more than 37-year of experience in engineering, financial and managerial sectors of the coal industry. He has been a member of the Board of Directors of Mechel OAO since 2003 and served as an independent member of the Board of Directors since 2004. Mr. Proskurnya was a member of the Board of Directors of the Magnitogorsk Iron and Steel Works from 2004 to 2005. Previously, he was Deputy CEO of Mechel Trading House OOO, CEO of Mechel Trading House OOO, and First Deputy Director of Southern Kuzbass Coal Company. In 1996, by the Decree of the President of the Russian Federation, he was given a title of the Honored Economist of the Russian Federation. Mr. Proskurnya was awarded by the Russian Government with the badge â€œMiner’s Honorâ€ of all three grades. Mr. Proskurnya holds a degree in Labor Economics from the Higher School of Trade Unions.
The Board of Directors also adopted the resolution to convene the Extraordinary General Shareholdersâ€™ Meeting on August 6, 2007. The meeting agenda shall include the matters of introducing modifications and additions into the Companyâ€™s Charter; approval of the Bylaw on the Collegial Executive Body (Management Board) of Mechel OAO; approval of the new version of the Bylaw on the Sole Executive Body (CEO) of Mechel OAO; approval of transactions of interest; and approval of the new version of the Bylaw on Remuneration to Members of the Board of Directors of Mechel OAO and Compensation of Their Expenses Connected with Their Execution of Functions of Members of the Board of Directors.