30 June 2008, St. Petersburg, LSR Group, a leading real estate developer and building materials producer in Russia (LSE: LSRG; MICEX, RTS: LSRG) held its Annual General Meeting on 26 June 2008 followed by a meeting of the newly elected Board of Directors. The agenda of the Meeting included such items as approving the Annual Report of OJSC LSR Group on results in 2007, electing the CEO of the Company for a new term, electing new members of the Revision Commission, determining the number of Board members and electing the Board of Directors, distributing the profit, and also approving the auditors of the Company for 2008. The shareholders of the Company voted in favour of the decisions recommended by the Board on all of the agenda items.
The Meeting of Shareholders of OJSC LSR Group was attended by the holders of 80,201,317 (85.63%) votes out of 93,663,832 (100%) votes. Hence, there was a quorum on all of the items reviewed.
The Meeting of Shareholders by a majority of votes approved the Annual Report of OJSC LSR Group on Results in 2007, annual financial statements of the Company for the past year prepared in conformity with Russian standards as well as elected Igor Levit, CEO of LSR Group, for a new term (from 14 August 2008 for three years) and the Board of Directors in its former composition and consisting of 7 members including 3 independent directors:
1. Igor Levit, CEO of LSR Group
2. Mikhail Romanov, Managing Director of LSR Group
3. Elena Tumanova, CFO of LSR Group
4. Dmitry Goncharov, Managing Director of LSR Europe GmbH (a company of LSR Group)
5. Lauri Ratia, Independent Director, Chairman and Member of the Boards of Directors of a number of Finnish companies specializing in different industrial sectors. Chairman of the Boards of Directors of four companies: Sponda plc (real estate in Finland and Russia), Tecnomen plc (messaging and prepaid services systems for world telephone communication operators), Medisize Ltd (medical diagnostics equipment and packaging operations in 8 EU countries), Edita plc (printing, publishing and marketing services in Nordic countries).
6. Sergey Skaterschikov, Independent Director, Chairman of the Board of Directors of IndexAtlas Group, Vice President of OJSC MRS, and also a Member of the Boards of Directors of OJSC OMZ, OJSC Kirovsky Zavod, Independence Group and others.
7. Seppo Juha Remes, Independent Director, CEO of Kiuru Partners LLC a consultancy company, member of the Boards of Directors of OJSC RAO UES of Russia, OJSC OMZ, OJSC Severstal-Avto, OJSC SIBUR and others. Chairman of the Board of Directors of EOS Russia.
The meeting also elected the Revision Commission of OJSC LSR Group comprising Company managers as follows:
1. Dmitry Kutuzov, Deputy CFO of LSR Group, Head of Treasury Department
2. Yury Terentiev, Director for Information and Analytical Research
3. Dmitry Trenin, Director for Corporate Capital Management
The Meeting elected ZAO KPMG as auditor of the IFRS based consolidated statements of the Company for 2008, and ZAO Audit Service as auditor of the RAS based financial statements.
In addition, Company shareholders adopted the decision to distribute the profit of OJSC LSR Group according to the results of the 2007 financial year as follows:
- not to declare dividends on ordinary registered shares of the Company for 2007;
- not to pay remunerations and compensations to the members of the Revision Commission for the period of discharging their duties until the next annual General Meeting of Shareholders of the Company;
- to determine the payment of remuneration and compensation costs to the independent members of the Board of Directors for the period of discharging their duties as members of the Board of Directors in the amount provided for in the contracts. The remunerations and compensations will be payable in accordance with the procedure set forth in Regulation on Board of Directors;
- not to distribute the remaining net profit for the 2007 financial year.
Igor Levit, CEO and member of the Board of Directors of OJSC LSR Group, said:
“First of all, I would like to express my appreciation to the shareholders for their trust in my re-election for a new term. I intend to continue focusing on the delivering efficient growth and value creation for our shareholders. I would also like to thank the shareholders for their support of the decisions recommended by the Board of Directors including the decision on profit capitalisation to develop the Company and implement our global investment projects. This decision is fully in line with the dividend policy of the Company adopted prior to LSR’s IPO.”
The newly elected Board of Directors of LSR Group re-elected Dmitry Goncharov, as the Board Chairman as well as the following Committees:
Audit Committee:
- Seppo Juha Remes, member of the Board of Directors of OJSC LSR Group, Independent Director – Chairman of the Committee
- Elena Tumanova, member of the Board of Directors, CFO of OJSC LSR Group
- Sergey Skaterschikov, member of the Board of Directors of OJSC LSR Group, Independent Director.
Human Resources and Compensation Committee:
- Sergey Skaterschikov, member of the Board of Directors of OJSC LSR Group, Independent Director – Chairman of the Committee.
- Lauri Ratia, member of the Board of Directors of OJSC LSR Group, Independent Director
- Dmitry Goncharov, Managing Director of LSR Europe GmbH (a company of LSR Group).
Strategy and Investments Committee:
- Lauri Ratia, Member of the Board of Directors of OJSC LSR Group, Independent Director – Chairman of the Committee
- Igor Levit, Member of the Board of Directors, CEO of OJSC LSR Group
- Sergey Skaterschikov, Member of the Board of Directors of OJSC LSR Group, Independent Director.
