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ОПУБЛИКОВАННЫЕ СООБЩЕНИЯ ЭМИТЕНТОВ

UC RUSAL PLC (UCR) - Иное сообщение(часть 2 из 3)

1. Общие сведения

1.1. Полное фирменное наименование эмитента: Юнайтед Компани РУСАЛ Плс (United Company RUSAL Plc)

1.2. Сокращенное фирменное наименование эмитента: -

1.3. Место нахождения эмитента: 44 Эспланэйд, Сент-Хелиер, Джерси, JE4 9WG (44 Esplanade, St. Helier, Jersey JE4 9WG)

1.4. ОГРН эмитента: Регистрационный номер юридического лица 94939

1.5. ИНН эмитента: Не присвоен.

1.6. Уникальный код эмитента, присвоенный регистрирующим органом: Не присвоен.

1.7. Адрес страницы в сети Интернет, используемой эмитентом для раскрытия информации: http://rusal.ru/investors/info/moex/; http://e-disclosure.ru/portal/company.aspx?id=35101

(Продолжение)

Save as disclosed above, as at the Latest Practicable Date, Mr. Goldman was independent from and not related to any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Goldman has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Mr. Goldman confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Olga Mashkovskaya, aged 42 (Non-executive Director)

Ms. Olga Mashkovskaya was appointed as a member of the Board with effect from 30 September 2013. Ms. Mashkovskaya has been the Deputy Chief Executive Officer for Finance at Company "Bazovy Element" LLC since July 2012 and at Basic Element (a company of which Mr. Oleg Deripaska, an executive Director, is the ultimate beneficial owner) since July 2012. Ms. Mashkovskaya is responsible for the management and implementation of Basic Element’s financial operations. Ms. Mashkovskaya is also a board member of the following legal entities which Mr. Oleg Deripaska has an interest: En+ Group Ltd, LLC "Voenno-promyshlennaya kompaniya" and LLC "Glavstroy-SPb". From 1997 to 2009, she held various positions at Basic Element, from an accountant to a director of finance for the company’s energy assets. Before joining Basic Element, Ms. Mashkovskaya spent three years as the Chief Financial Officer of ESN Group. Ms. Mashkovskaya graduated from the Finance Academy under the Government of the Russian Federation with a degree in International Economic Relations. She also received an Executive MBA from Kingston University (England) and a degree in National Economy and Public Administration from the Russian Academy of National Economy and Public Administration under the President of the Russian Federation.

Ms. Mashkovskaya signed an appointment letter with the Company as a non-executive Director with effect from 30 September 2013. The length of service of Ms. Mashkovskaya as a non-executive Director has been determined in accordance with the Articles. Ms. Mashkovskaya’s appointment may be terminated by Ms. Mashkovskaya giving the Company notice of termination and/or otherwise terminated in accordance with the Articles and/or the terms of his appointment letter. As a non-executive Director, Ms. Mashkovskaya is entitled to a fixed director’s fee of ?120,000 per annum, which is determined by the Board with reference to the performance of the Company, her duties and responsibilities and the prevailing market conditions. Ms. Mashkovskaya is also entitled to ?10,000 per annum as a member of, and ?15,000 per annum as chairman of, each Board committee to which she may be appointed. Currently, Ms. Mashkovskaya is a member of the Audit Committee of the Company.

As at the Latest Practicable Date, Ms. Mashkovskaya was not interested or deemed to be interested in any Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Ms. Mashkovskaya was independent from and not related to any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Ms. Mashkovskaya has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Ms. Mashkovskaya confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Marco Musetti, aged 48 (Non-executive Director)

Mr. Marco Musetti was appointed as a member of the Board with effect from 15 December 2016. Mr. Musetti has been a Senior Officer at Renova Management AG, an investment management company based in Zurich, Switzerland since 2007. He currently serves as Managing Director Investments of Renova Management AG. Mr. Musetti has also been serving as a member of the board of directors of Sulzer AG since 2011 and on the board of directors of Schmolz + Bickenbach AG since 2013.

Mr. Musetti was a member of the board of directors of CIFC Corp. from January 2014 to November 2016. Mr. Musetti was COO and deputy CEO of Aluminium Silicon marketing (Sual Group) from 2000 to 2007, Head of Metals and Structured Finance Desk for Banque Cantonale Vaudoise from 1998 to 2000, and Deputy Head of Metals Desk for Banque Bruxelles Lambert from 1992 to 1998.

Mr. Musetti holds a Master of Science in Accounting and Finance from London School of Economics and Political Science, United Kingdom, and a Major degree in Economics from University of Lausanne, Switzerland.

Mr. Musetti entered into an appointment letter with the Company with effect from 15 December 2016. The length of service of Mr. Musetti as a non-executive Director has been determined in accordance with the Articles. Mr. Musetti’s appointment may be terminated by Mr. Musetti giving the Company one month’s notice of termination and/or otherwise in accordance with the Articles. As a non-executive Director, Mr. Musetti is entitled to a fixed director’s fee of ?120,000 per annum, which is determined by the Board with reference to the performance of the Company, his duties and responsibilities and the prevailing market conditions. Mr. Musetti is also entitled to ?10,000 per annum as a member of, and ?15,000 per annum as chairman of, each Board committee to which he may be appointed. Currently, Mr. Musetti is a member of the Marketing Committee of the Company.

As at the Latest Practicable Date, Mr. Musetti was not interested or deemed to be interested in any Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Musetti was independent from and not related to any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Musetti has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Mr. Musetti confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Ivan Glasenberg, aged 60 (Non-executive Director)

Mr. Ivan Glasenberg was appointed as a member of the Board on 26 March 2007. He is a member of the board of directors of Glencore. Mr. Glasenberg joined Glencore in April 1984 and has been the Chief Executive Officer since January 2002. Mr. Glasenberg initially spent three years working in the coal/coke commodity department in South Africa as a marketer, before spending two years in Australia as head of the Asian coal/coke commodity division.

Between 1988 and 1989, he was based in Hong Kong as manager and head of Glencore’s Hong Kong and Beijing offices, as well as head of coal marketing in Asia, where his responsibilities included overseeing the Asian coal marketing business of Glencore and managing the administrative functions of the Hong Kong and Beijing offices.

In January 1990, he was made responsible for the worldwide coal business of Glencore for both marketing and industrial assets, and remained in this role until he became Chief Executive Officer in January 2002. Mr. Glasenberg is a Chartered Accountant of South Africa and holds a Bachelor of Accountancy from the University of Witwatersrand. Mr. Glasenberg also holds an M.B.A from the University of Southern California. Before joining Glencore, Mr. Glasenberg worked for five years at Levitt Kirson Chartered Accountants in South Africa.

Mr. Glasenberg entered into an appointment letter with the Company with effect from 26 March 2007. The length of service of Mr. Glasenberg as a non-executive Director has been determined in accordance with the Articles. Mr. Glasenberg’s appointment may be terminated by Mr. Glasenberg giving the Company one month’s notice of termination and/or otherwise in accordance with the Articles. As a non-executive Director, Mr. Glasenberg is entitled to a fixed director’s fee of ?120,000 per annum, which is determined by the Board with reference to the performance of the Company, his duties and responsibilities and the prevailing market conditions. Mr. Glasenberg is also entitled to

?10,000 per annum as a member of, and ?15,000 per annum as chairman of, each Board committee to which he may be appointed.Currently, Mr. Glasenberg is a member of the Corporate Governance & Nomination Committee, the Standing Committee and the Norilsk Nickel Investment Supervisory Committee of the Company.

As at the Latest Practicable Date, Mr. Glasenberg was not interested or deemed to be interested in any Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Glasenberg was independent from and not related to any other Directors, senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Glasenberg has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Mr. Glasenberg confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mark Garber, aged 59 (Independent non-executive Director)

Mr. Mark Garber was appointed as a member of the Board with effect from 14 June 2013. Mr. Garber has been the Senior Partner and the Chairman of the Board of Garber Hannam & Partners Group and the Board member of GHP Asset Management Limited Liability Company since 2009. GHP Group is a financial group focusing on wealth management, real estate investment, direct investments, merger and acquisitions and financial advisory. From 2000 to 2012, Mr. Garber was the Senior Partner and a Board Member of Fleming Family & Partners. From 1998 to 2000, he was the Chairman of the Board of Directors of Fleming UCB. He was the co-founder of UCB Financial Group and of Sintez Cooperative and was the Chairman of the Board of Directors of UCB Financial Group from 1995 to 1998 and the Partner of Sintez Cooperative from 1987 to 1995.

Mr. Garber graduated from the 2nd Moscow State Medical Institute named after N.I.Pirogov in 1981 and obtained a PhD in Medical Sciences in Moscow Research Institute of Psychiatry in 1985.

Mr. Garber entered into an appointment letter with the Company as an independent non-executive Director with effect from 14 June 2013. The length of service of Mr. Garber as an independent non-executive Director will be determined in accordance with the Articles. Mr. Garber’s appointment may be terminated by Mr. Garber giving the Company one month’s notice of termination and/or otherwise in accordance with the Articles and/or the terms of his appointment letter. As an independent non-executive director, Mr. Garber is entitled to a fixed director’s fee of ?120,000 per annum, and is also entitled to ?10,000 per annum as a member of, and ?15,000 per annum as a chairman of, each Board committee to which he is appointed. Currently, Mr. Garber is a member of the Remuneration Committee, the Norilsk Nickel Investment Supervisory Committee, the Corporate Governance and Nomination Committee and the Chairman of the Health, Safety and Environmental Committee of the Company.

As at the Latest Practicable Date, Mr. Garber was not interested or deemed to be interested in any Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Garber was independent from and not related to any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Garber has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Mr. Garber confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Matthias Warnig, aged 61 (Independent non-executive Director)

Mr. Matthias Warnig was appointed as a member of the Board with effect from 15 June 2012 and was appointed as the Chairman of the Board with effect from 1 October 2012. Mr. Warnig, since 2006 until 23 May 2016, has been the Managing Director of Nord Stream AG (Switzerland). Since September 2015 he holds a position of the CEO of Nord Stream 2 AG (Switzerland). Since 2003 to 2015, he has been a member of the Board of Directors of JSC "Bank "Rossija". Since 2014 to 2016, Mr. Warnig has been a member of the Supervisory Board of VNG — Verbundnetz Gas Aktiengesellschaft (Germany). Mr. Warnig has been an independent member of the Supervisory Council of JSC VTB Bank since 2007. Since 2011 to 2015, he has been President of the Board of Directors of GAZPROM Schweiz AG (Switzerland) and starting 2015 continues to serve as a member of the Board. He has also been the Chairman of the Board of Directors of JSC Transneft since June 2011 until 2015 but still remains as a director of this company. Since September 2011, Mr. Warnig has been an independent director of Rosneft and he has been the Vice-chairman of the Board of Directors of Rosneft since July 2014. Since November 2013, he has also been the President of the Board of Directors of Gas Project Development Central Asia AG (Switzerland). From 1997 to 2005 he was the Member of the Executive Board of Dresdner Bank. From early 1990s to 2006, he held other different positions at Dresdner Bank, including president, chairman of the board and chief coordinator. In 1981, Mr. Warnig graduated from the Higher School of Economics (Berlin) majoring in national economy.

Mr. Warnig entered into an appointment letter with the Company as an independent non-executive Director with effect from 15 June 2012. The length of service of Mr. Warnig as an independent non-executive Director will be determined in accordance with the Articles. Mr. Warnig’s appointment may be terminated by Mr. Warnig giving the Company one month’s notice of termination and/or otherwise in accordance with the Articles and/or the terms of his appointment letter. As an independent non-executive director, Mr. Warnig is entitled to a fixed director’s fee of ?120,000 per annum, and is also entitled to ?10,000 per annum as a member of, and ?15,000 per annum as a chairman of, each Board committee to which he is appointed. Currently, Mr. Warnig is the chairman of the Standing Committee and the chairman of the Norilsk Nickel Investment Supervisory Committee of the Company.

As at the Latest Practicable Date, Mr. Warnig was not interested or deemed to be interested in any Shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above, as at the Latest Practicable Date, Mr. Warnig was independent from and not related to any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed above, Mr. Warnig has not held any directorship in any publicly listed companies in the last three years or any other position with the Company or its subsidiaries.

Save as disclosed above, Mr. Warnig confirms that there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

This appendix contains the particulars that are required by the Listing Rules to be included in an explanatory statement to enable the Shareholders to make an informed view on whether to vote for or against the resolution to be proposed at the AGM in relation to the proposed Repurchase Mandate.

1 SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 15,193,014,862 Ordinary Shares.

Subject to the passing of the special resolution at the AGM granting the proposed Repurchase Mandate and on the basis that no further Ordinary Shares are issued or repurchased up to the date of the AGM, the Company will be allowed to repurchase Ordinary Shares up to a maximum number of 1,519,301,486 Ordinary Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company, the date by which the next annual general meeting of the Company is required to be held by the Articles or any applicable law and the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2 REASONS FOR REPURCHASES

Although the Directors have no present intention to repurchase any Ordinary Shares, the Directors believe that it is in the best interests of the Company and the Shareholders to seek a general authority from the Shareholders to enable the Company to repurchase Ordinary Shares on the stock exchange(s), subject to all applicable laws and regulations. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made in compliance with the Listing Rules, the Articles and the laws of Jersey and all other applicable laws and regulations and when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

3 FUNDING OF REPURCHASES

Настоящее сообщение предоставлено непосредственно Субъектом раскрытия информации или Распространителем информации и опубликовано в соответствии с Положением о раскрытии информации эмитентами эмиссионных ценных бумаг №454-П, утвержденным Банком России 30 декабря 2014, или Положением о требованиях к порядку и срокам раскрытия информации, связанной с деятельностью акционерных инвестиционных фондов и управляющих компаний паевых инвестиционных фондов, а также к содержанию раскрываемой информации, утвержденным Приказом ФСФР России от 22 июня 2005г. №05-23/пз-н.

За содержание сообщения и последствия его использования информационное агентство «AK&M» ответственности не несет.



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