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OAO Severstal (“Severstal”; “the Company”), one of the world’s leading vertically integrated steel and steel related mining companies, announces that the following resolutions were all passed at the Company’s Annual General Meeting (“AGM”) held on 11 June 2014 in Cherepovets, Russia:
1. To elect the following to the Board of Directors of Severstal: Alexey Mordashov, Mikhail Noskov, Vadim Larin, Alexey Kulichenko, Vladimir Lukin, Christopher Clark, Rolf Stomberg, Martin Angle, Philip Dayer, Alun Bowen.
2. To approve the Annual Report and annual accounting statements including the income statement report for 2013.
3. a) To distribute profits for the 2013 financial year by paying a dividend of 3.83 rubles (approximately $0.11) per share;
b) not to distribute the remainder of the profits for the 2013 financial year.
4. To pay a dividend of 2.43 rubles (approximately $0.07) per share in respect of the first three months of the 2014 financial year to 31 March 2014.
5. To elect the Internal Audit Commission composed of the following: Roman Antonov, Svetlana Guseva, Nikolai Lavrov.
6. To approve ZAO KPMG (TIN 7702019950; principal Registration Number of the Entry in the State Register of Auditors and Audit Organisations: 10301000804) as Severstal’s Auditor.
7. To approve the new edition of the Company’s Charter.
8. To approve changes to the Board of Directors’ remuneration:
a) Starting from 01 July 2014 the following remunerations shall be paid to the members of the Company’s Board of Directors:
- to an Independent Director elected Chairman of the Board of Directors: 35,714 pounds sterling (or an equivalent in any other currency) per month;
- to an Independent Director approved by the Board resolution as Senior Independent Director: 23,810 pounds sterling (or an equivalent in any other currency) per month;
- to an Independent Director approved by the Board resolution as Chairman of the Audit Committee: 23,810 pounds sterling (or an equivalent in any other currency) per month;
- to any other Independent Director: 7,500 pounds sterling (or an equivalent in any other currency) per month
b) Starting from 01 July 2014 to members of the Company’s Board of Directors deemed to be a Non-Executive Director the remuneration in the amount of 5,000 pounds sterling (or an equivalent in any other currency) per month shall be paid
c, d) All amounts of monthly remunerations shall be paid no later than the 25th date of the month following the month, for which such remuneration is accrued. The documentarily confirmed expenses relating with the execution of the Company’s Board of Directors deemed to be Independent Directors or Non-Executive Directors functions shall be reimbursed.
As previously announced, the record date for both dividend payments confirmed in resolutions 3 and 4 above will be 23 June 2014.