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February 24, 2011

The Meeting of the ALROSA Supervisory Board

On February 23, 2011 a meeting of the Supervisory Board of ALROSA took place in Moscow. The meeting was chaired by Vice Chairman of the Government of the Russian Federation, Minister of Finance Alexey Kudrin.

The Board voted to approve the agreement to be signed between ALROSA and the Government of the Republic of Sakha (Yakutia) on the social and economic development of the Republic. The agreement will come into effect upon its signing by the parties and be effective until December 31, 2020. It can be renewed by the parties’ decision.

In accordance with the schedule of measures to be implemented to complete the conversion of ALROSA into an open joint stock company agreements on cooperation are also to be finalized between ALROSA and the municipalities (uluses) of the Sakha diamond province who are its shareholders. The Board endorsed the terms and conditions of this standard form of agreement.

The Board reviewed the draft of amendments to be made to the Company’s Charter and the Regulations on the management and control bodies.

The draft of the new Charter provides that ALROSA is an open joint stock company and that it is entitled to make a placement of 76,362 common (authorized) registered shares in addition to its outstanding stock of 272,726 shares.

The draft Charter also provides for broader authorities of the Supervisory Board and their more detailed specification.

The Board approved the draft of the new Charter of OJSC ALROSA and proposed that an extraordinary general meeting of shareholders to be held shortly to endorse the amended versions of the Regulations on the Annual General Meeting of Shareholders, the Executive Committee and the Internal Audit Commission.

Further the decisions already in effect with respect to the capitalization of the debt of OJSC Severalmaz to ALROSA, the Supervisory Board resolved on the value of the shares additionally issued by OJSC Severalmaz to be acquired by ALROSA to be set at up to RUB 17,100,000,000, RUB 1 per share, and proposed to the extraordinary general meeting of the ALROSA shareholders to endorse this transaction.

It was resolved to convene an extraordinary general meeting of shareholders of ALROSA Co. Ltd. (a closed joint stock company) in the form of absentee voting on April 5, 2011. The agenda of the extraordinary meeting of shareholders was approved as follows:

  1. On the approval of the amended Charter.
  2. On the approval of the amended Regulations on the Annual General Meeting of Shareholders.
  3. On the approval of the amended Regulations on the Supervisory Board.
  4. On the approval of the amended Regulations on the Executive Committee.
  5. On the approval of the amended Regulations on the Internal Audit Commission.
  6. On the approval of a related party transaction – the acquisition by ALROSA Co. Ltd. of the additional issue of the OJSC Severalmaz shares.

The Board resolved, to accommodate for the recent staff changes, that the mandates of Olga Lyachenko and Sergey Mityukhin in their capacities as members of the Company’s Executive Committee be terminated. Valery Serov, Chief Geologist, Elena Timonina, Chief Accountant, and Leonid Tolpezhnikov, head of the Analytical Department of ALROSA were elected new members of the Executive Committee.

In order to achieve more transparency with respect to the procurement of goods and services by the Company the Board endorsed the new Regulations on the Procurement of Goods and Services by ALROSA Co. Ltd. and directed the Executive Committee, in particular, to bring up the proportion of goods and services procured on a non-confidential basis through electronic trading in 2011 up 15%, in 2012 – up to 20%, and on a quarterly basis to submit a report on the results of the procurement activities.




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