OREANDA-NEWS. NLMK Board of Directors held on 24 April 2015 approved NLMK’s new dividend policy and recommended that NLMK shareholders approve payment of dividends for FY2014 and Q1 2015. The Board of Directors also approved the agenda for the Annual General Shareholder Meeting (AGM) to be held on 5 June 2015; and recommended that the AGM approve the new make-up of the Board of Directors.

The list of persons entitled to participate at the AGM prepared on the basis of the NLMK Shareholder Register as of 17 April 2015.

Dividend policy and dividend payments

The Board of Directors approved NLMK’s new dividend policy. According to the new dividend policy, dividends are to be paid on a quarterly basis with the payout in the range of:

• 50% of net income and 50% of free cash flow calculated based on US GAAP consolidated financial statements, if Net Debt/EBITDA is 1.0x or less.
• 30% of net profit and 30% of free cash flow calculated based on US GAAP consolidated financial statements, if Net Debt/EBITDA exceeds 1.0x.

NLMK Board of Directors also recommended that the General Shareholder Meeting approve payment of dividends for FY2014 on common shares in cash at 2.44 rubles per ordinary share. Dividend amount will total approximately 35% of NLMK Group’s net income in 2014 based on US GAAP consolidated financial statements. Considering that interim dividends were paid for H1 2014 at 0.88 rubles per ordinary share, H2 2014 dividends will total 1.56 rubles per ordinary share.

NLMK Board of Directors also recommended that the shareholders approve payment of interim quarterly dividends for Q1 2015 in cash at 1.64 rubles per ordinary share in accordance with the new dividend policy.

NLMK Board of Directors recommended that the General Shareholder Meeting set the date upon which those shareholders entitled to the FY2014 and Q1 2015 dividends is to be determined as 16 June 2015.

New make-up of the Board of Directors

In addition to the eight acting members of the Board of Directors, Professor of Entrepreneurship at INSEAD Stanislav Shekshnia was included into the list of candidates to NLMK’s Board of Directors to be voted on at the AGM (see his CV below).

NLMK AGM agenda approved by the Board of Directors on 24 April 2015:

• Approval of the Company's 2014 annual report; annual accounting statements, including financial statements for 2014; allocation of profit (including dividends) for the 2014 financial year.
• Payment (announcement) of dividends for Q1 2015.
• Invalidation of the previous version of NLMK’s dividend policy approved by NLMK’s Annual General Shareholder Meeting on 6 June 2014.
• Approval of NLMK’s internal documents.
• Election of members to the Company's Board of Directors.
• Election of the President of the Company (Chairman of the Management Board).
• Election of members of the Company's Internal Audit Commission.
• Payment of remuneration to members of NLMK’s Board of Directors.
• Approval of basic remuneration for members of NLMK’s Board of Directors.
• Approval of the Company Auditor.

Other business

The Board of Directors also approved a long-term management incentive plan. The plan is aimed at achieving key Strategy 2017 goals.

About NLMK Group

NLMK Group is the largest steelmaker in Russia and one of the most efficient in the world. NLMK’s high-quality metal products are used in various industries, from construction and engineering to the manufacture of power-generating equipment and offshore wind turbines.

NLMK's production assets are located in Russia, Europe, and the United States. The Company’s liquid steel production capacity is over 17 million tonnes per year, of which about 16 million tonnes are produced in Russia.

The company generated \$10.4 billion in revenue; \$2.4 billion in EBITDA; and a net profit of \$845 million in 2014.

The share capital of the Company is divided into 5,993,227,240 shares with a par value of 1 ruble. Every share has one vote. NLMK’s ordinary shares are traded on the Moscow Stock Exchange (ticker symbol: NLMK), and its global depositary shares (1 GDR = 10 ordinary shares) are traded on the London Stock Exchange (ticker symbol: NLMK:LI)

Stanislav Shekshnia’s CV:

Stanislav Shekshnia has a Master's Degree in Economics, a Ph.D. from Moscow State University, and an MBA from Northeastern University in Boston. From 1991-2002, Dr. Shekshnia held the positions of Director of Human Resources for Otis Elevator in Central and Eastern Europe, President and CEO of Millicom International Cellular in Russia and CIS, Chief Operating Officer of VimpelCom, and CEO of Alfa-Telecom. He has served as Chairman of SUEK, Vimpelcom-R and as Director of a number of Russian and Ukrainian companies. Stanislav was an independent director at DTEK BV, Ilim Timber Industry and Ener1. Currently Dr. Shekshnia is an independent director at NIS (Naftna Industria Srbie) Board of Directors and independent director at Dentsu Aegis Network Russia Board of Directors.

In 2002 Stanislav Shekshnia co-founded Zest Leadership International Consultancy.

Currently Stanislav Shekshnia is a Senior Partner of Howell Zest, Talent Equity Consulting Company which has offices in Moscow, Paris, St. Petersburg, Kiev, Almaty and Riga. He focuses on leadership, leadership development, corporate governance and business in emerging economies. Dr. Shekshnia also provides personal coaching to business owners and corporate executives.

Dr. Shekshnia is an Affiliate Professor of Entrepreneurship at INSEAD. He has over 15 years of graduate level teaching experience in Russia, France and United States; and is the author, co-author, or editor of 7 books, and numerous articles, executive commentaries, interviews and case studies on entrepreneurship, leadership, people management, intercultural management and business and management in Russia.