| Corporate action description |
Agenda:
1 to receive the report of the directors and the accounts for the
Company for the year ended 31 december 2012
2 to approve the directors’ remuneration report for the year ended
31 december 2012.
3 to re-elect alexander abramov as a director.
4 to re-elect duncan antony hilder baxter as a director
5 to re-elect alexander frolov as a director
6 to re-elect karl gruber as a director
7 to re-elect alexander izosimov as a director
8 to re-elect sir michael peat as a director
9 to re-elect olga pokrovskaya as a director
10 to re-elect terry john robinson as a director
11 to re-elect eugene shvidler as a director
12 to re-elect eugene tenenbaum as a director
13 to re-appoint ernst young llp as auditors of the company to
Hold office until the conclusion of the next general meeting at
Which accounts are laid before the company
14 to authorise the directors to fix the remuneration of the
Auditors
15 that the directors be generally and unconditionally authorised
Pursuant to and in accordance with section 551 of the companies
Act 2006 (the −2006 act-) to exercise all the powers of the
Company to allot shares or grant rights to subscribe for or to
Convert any security into shares in the company:
A.up to an aggregate nominal amount of us490,860,789 and b.
Comprising equity securities (as defined in section 560(1) of the
2006 act) up to a further aggregate nominal amount of
Us490,860,789 in connection with an offer by way of a rights issue
Such authorities to apply in substitution for all previous
Authorities pursuant to section 551 of the 2006 act and to expire
At the end of the next annual general meeting or on 30 june
2014, whichever is the earlier, but in each case so that the
Company may make offers and enter into agreements during the
Relevant period which would, or might, require shares to be
Allotted or rights to subscribe for or to convert any security
Into shares to be granted after the authority ends.
For the purposes of this resolution, -rights issue- means an offer
To:
(a) ordinary shareholders in proportion (as nearly as may be
Practicable) to their existing holdings: and (b) holders of other
Equity securities if this is required by the rights of those
Securities or, if the directors consider it necessary, as
Permitted by the rights of those securities, to subscribe for
Further securities by means of the issue of a renounceable letter
(or other negotiable document) which may be traded for a period
Before payment for the securities
Is due, but subject in both cases to such exclusions or other
Arrangements as the directors may deem necessary or expedient in
Relation to treasury shares, fractional entitlements, record
Dates or legal, regulatory or practical problems in, or under the
Laws of, any territory.
16 that subject to the passing of resolution 15 above, the
Directors be empowered to allot equity securities (as defined in
Section 560(1) of the 2006 act) wholly for cash: (a) pursuant to
The authority given by paragraph (a) of resolution
15 above or where the allotment constitutes an allotment of
Equity securities by virtue of section 560(3) of the 2006 act, in
Each case:
(i) in connection with a pre-emptive offer: and (ii) otherwise
Than in connection with a pre-emptive offer, up to an aggregate
Nominal amount of us75,326,365: and (b) pursuant to the authority
Given by paragraph (b) of resolution
15 above in connection with a rights issue, as if section 561(1)
Of the 2006 act did not apply to any such allotment:
Such power to expire at the end of the company’s next annual
General meeting or on 30 june 2014, whichever is the earlier but
So that the company may make offers and enter into agreements
During this period which would, or might, require equity
Securities to be allotted after the power ends for the purposes
Of this resolution: (a) -rights issue- has the same meaning as in
Resolution 15 above:
(b) -pre-emptive offer- means an offer of equity securities open
For acceptance for a period fixed by the directors to (a) holders
(other than the company) on the register on a record date fixed
By the directors of ordinary shares in proportion to their
Respective holdings and (b) other persons so entitled by virtue
Of the rights attaching to any other equity securities held by
Them, but subject in both cases to
Such exclusions or other arrangements as the directors may deem
Necessary or expedient in relation to treasury shares, fractional
Entitlements, record dates or legal, regulatory or practical
Problems in, or under the laws of, any territory:
© references to an allotment of equity securities shall include
A sale of treasury shares: and (d) the nominal amount of any
Securities shall be taken to be, in the case of rights to
Subscribe for or convert any securities into shares of the
Company, the nominal amount of such shares which may be allotted
Pursuant to such rights.
17 that the company be and is hereby unconditionally and generally
Authorised for the purpose of section 701 of the 2006 act to make
Market purchases (as defined in section 693(4) of the 2006 act)
Of ordinary shares of us1.00 each in the capital of the company
Provided that: (a) the maximum number of ordinary shares which
May be purchased is 147,258,237:
(b) the minimum price which may be paid for each ordinary share is
1.00
© the maximum price which may be paid for a ordinary share is an
Amount equal to the higher of (i) 105 per cent. Of the average of
The closing price of the company’s ordinary shares as derived
From the london stock exchange daily official list for the five
Business days immediately preceding the day on which such
Ordinary share is contracted to be purchased and (ii) the higher
Of the price of the
Last independent trade and the highest current bid as stipulated
By article 5(1) of commission regulation (ec) 22
December 2003 implementing the market abuse directive as regards
Exemptions for buy-back programmes and stabilisation of financial
Instruments (no 2273/2003): and
(d) this authority shall expire at the conclusion of the annual
General meeting of the company held in 2014 or, if earlier 30
June 2014 (except in relation to the purchase of ordinary shares
The contract for which was concluded before the expiry of such
Authority and which might be executed wholly or partly after such
Expiry) unless such authority is renewed prior to such time. 18
That a general meeting other than an annual general meeting may
Be called on not less than 14 clear days’ notice.
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