The Annual General Meeting (the ‘Meeting’) of the Company was held on Thursday, 14 June 2012 at 09h00 CET at Intercontinental Amstel Amsterdam, Professor Tulpplein 1, 1018 GX Amsterdam, the Netherlands. At the Meeting, the resolutions set out in the notice of the Meeting were proposed and passed on a poll.
The proxy voting figures are shown below. A total of 326,606,196 shares (representing 91% of the shares of the Company in issue at the date of the Meeting) were voted.
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Agenda item |
Resolution |
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3 |
Adoption of annual accounts for the financial year 2011 |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
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|
Votes withheld |
0 |
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|
Poll |
Yes |
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4a |
Discharge of executive directors in respect of management activities over the past financial year |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
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|
Votes withheld |
0 |
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|
Poll |
Yes |
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4b |
Discharge of non-executive directors for their supervision of management activities over the past financial year |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
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|
Votes withheld |
0 |
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Poll |
Yes |
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|
6 |
Appointment of external auditors |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
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Votes withheld |
0 |
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|
Poll |
Yes |
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7a |
Re-appointment of Nikolay Zelenskiy as Chief Executive Officer |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
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|
Votes withheld |
0 |
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|
Poll |
Yes |
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7b |
Re-appointment of Sergey Zinkovich as Chief Financial Officer |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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7c |
Re-appointment of non-executive director Philip Baum as Chairman |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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7d |
Re-appointment of non-executive director Peter Lester |
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Votes for/discretionary |
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Votes against |
0 |
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|
Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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|
7e |
Re-appointment of non-executive director David Morgan |
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Votes for/discretionary |
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Votes against |
0 |
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|
Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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|
7f |
Re-appointment of non-executive director Michael Nossal |
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|
Votes for/discretionary |
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Votes against |
0 |
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|
Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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7g |
Appointment of non-executive director Alexey Mordashov |
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Votes for/discretionary |
||||
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Votes against |
0 |
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|
Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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7h |
Appointment of non-executive director Mikhail Noskov |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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|
8 |
Delegation to Board of the authority to acquire shares in the capital of the Company |
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Votes for/discretionary |
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Votes against |
0 |
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Total votes cast |
||||
|
Votes withheld |
0 |
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|
Poll |
Yes |
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9 |
Designation of Board as body authorised to issue shares and to grant rights to acquire shares in the capital of the Company |
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Votes for/discretionary |
320,920,325 |
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Votes against |
5,685,871 |
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Total votes cast |
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Votes withheld |
0 |
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|
Poll |
Yes |
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|
10 |
Designation of Board as body authorised to limit or exclude pre-emptive rights to the issuance of shares |
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|
Votes for/discretionary |
320,897,867 |
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|
Votes against |
5,708,329 |
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|
Total votes cast |
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|
Votes withheld |
0 |
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|
Poll |
Yes |
Note: Any proxy votes which are at the discretion of the Chairman have been included in the “for” total. A vote withheld is not a vote in law and is not counted in the votes for or against a resolution.
At the date of the Meeting the total number of Ordinary Shares of €2.50 each in issue and the total number of voting rights was 358,794,180.
