Vimetco notification of the Annual General Shareholders Meeting

Wed, 05/10/2017

Amsterdam, 10 May 2017 – Vimetco N.V. (“Vimetco” or the “Company”) (LSE: VICO), the global producer of primary and processed aluminium products, hereby gives notice that its Annual General Meeting will take place on June 21, 2017, at 9:30 am. The meeting will be held at Strawinskylaan 403, World Trade Centre, A Tower, 4th floor, 1077 XX Amsterdam, The Netherlands. The record date for the Annual General Meeting is set as 24 May 2017.

Agenda / Order of the Day

The Board of Directors submits the following agenda items and propositions for discussion and approval of resolutions:

1.     Opening, appointment of chairman (voting item), remarks and announcements

The Annual General Meeting of Shareholders will be held in English language.

2.     Presentation of the Annual Report 2016 and review of auditor’s report 2016

3.     Overview remuneration of Board members

4.     Adoption of the Annual Accounts 2016 of Vimetco N.V. (voting item)

The Board of Directors proposes the adoption of the Annual Accounts 2016 of Vimetco N.V.

5.     Appointment of auditors (voting item)

Reappointment of Ernst and Young as the auditorsof Vimetco N.V. for the financial year 2017.

6.     Retention and distribution policy (voting item)

As evidenced by the Annual Report 2016, the retention and distribution policy of the group of companies including Vimetco N.V. ("Group") is to distribute to shareholders a approximately 20% of the consolidated income of the Group on average over the aluminium price cycle.

Vimetco N.V. does not anticipate paying cash dividend in the near future.

 7.     Determination of the appropriation of profits

Although the general intention of the Group is to distribute approximately 20% of the consolidated income of the Group on average over the aluminium price cycle to shareholders, due to absence of profits in 2016 Vimetco N.V. will not make any appropriation of profits to the shareholders and holders of depository receiptsfor shares of Vimetco N.V.

8.     Discharge from Liability (voting item)

Discharge of the existing Members of the Board of Directors of Vimetco N.V. in respect of the duties performed during the year 2016.

9.     Number and Composition of the Board of Directorsof Vimetco N.V.(voting items)

a. To fix, in accordance with article 14.2 of the articles of association of Vimetco N.V., the number of the members of the Board of Directors at 10 (ten) (voting item).

b.Reappointment of Vitali L. Machitski as non-executive member and Chairman of the Board of Directors for the period ending on the date of the Annual General  Meeting of Shareholders to be held in 2018("AGM in 2018") (voting item).

c.Reappointment of James M. Currie as non-executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

d.Reappointment of Gary G. B. Zhang as non-executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

e.Reappointment of Valery N. Krasnov as non-executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

f.Reappointment of Vyacheslav M. Agapkin as non-executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

g.Reappointment of Mr. Gheorge Dobra as executive member of the Board of Directors and Chief Executive Officer of Vimetco N.V. for the period ending on the date of the AGM in 2018 (voting item).

h.Reappointment of Denis Sedyshev as non-executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

i.Reappointment of Igor Sventski as non-executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

j.Reappointment of Mr. Marian Nastase as executive member of the Board of Directors and Chief Financial Officer of Vimetco N.V. for the period ending on the date of the AGM in 2018 (voting item).

k.Reappointment of Mr. Pavel Machitski as executive member of the Board of Directors for the period ending on the date of the AGM in 2018 (voting item).

10.  Discussion of shareholders' equityof Vimetco N.V. in accordance with Section 2:108a DCC

        Discussion of possible measures to be taken, if necessary.

11.  Varia and closing

 

Availability of Meeting Documents

Before the meeting, the following meeting documents (in English) are available to shareholders and holders of depository receipts for shares:

-   Invitation including Agenda;

-   Annual Report 2016, Annual Accounts 2016 and the auditor's report 2016

-   A form of proxy for representation at the meeting (please refer to further instructions on the use of proxy below); and

-   The total number of shares on issue and voting rights on the day hereof and on the Record Date (if changes took place).

The above mentioned documents are available on the Vimetco N.V. website www.vimetco.comas of May 10,2017. Until publication of the printed versions, the internet versions of the meeting documents will be available for inspection at the official address of Vimetco N.V. at Strawinskylaan 403, World Trade Centre, A Tower, 4th floor, 1077 XX Amsterdam  as of May 10,2017. Copies of these documents may be obtained free of charge at this address.            

The printed version of the Annual Report 2016 in English is available as of May 10,2017. As of this date copies may be obtained free of charge at Vimetco N.V.’s head office as indicated above.       

Record Date

The Record Date is the determining factor to attend the General Meeting of Shareholders and to exercise voting rights during that meeting. In accordance with article 21 paragraph 4 of the Articles of Association, shareholders and holders of depositary receipts who were shareholder or holder of depositary receipts on May 24, 2017 (the "Record Date"), have the right to attend the meeting and to exercise their voting rights in accordance with the number of shares or depositary receipts for shares they hold at the Record Date.

Registration Date

Not later than June 14, 2017, shareholders have to register for the meeting in writing with Vimetco N.V., Strawinskylaan 403, World Trade Centre, A Tower, 4th floor, 1077 XX Amsterdam, The Netherlands, e-mail: ir@vimetco.com, fax: +31 (20) 575 2726.

Not later than June 14, 2017, holders of depositary receipts have to submit, or request their custodian to submit a statement to Vimetco N.V., Strawinskylaan 403, World Trade Centre, A Tower, 4th floor, 1077 XX Amsterdam, The Netherlands, e-mail: ir@vimetco.com, fax: +31 (20) 575 2726. This statement should include the number of depositary receipts for shares they hold at the Record Date. 

Shareholders and holders of depositary receipts who wish to be represented by a proxy in the meeting have to submit a written power of attorney at the time of registration.

Voting Rights in the Meeting

Shareholders are entitled to exercise their voting rights in accordance with their shareholding according to the shareholders’ register at the Record Date.

Holders of depositary receipts who attend the meeting in person are entitled to cast a vote in their capacity as proxy of the Depositary for a number of shares of the relevant kind that is equivalent to the number of depositary receipts for the relevant kind they hold on the Record Date.

Written Voting Instructions

Holders of depositary receipts will receive a voting card form. This form can be used if they do not attend the meeting, but do wish to participate in the decision-making process. This form shall be received at the return address not later than the date stated on it.

Amsterdam, May 10, 2017

The Board of Directors Vimetco N.V.

###

For further information please contact: 

Ana-Maria Imbrea

Investor Relations Officer

Vimetco N.V.

Phone: +40 0374 570 717

Mobile: +40 752 105 339

Email: amimbrea@vimetco.ro

About Vimetco

Vimetco N.V. is a global, vertically integrated producer of primary and processed aluminium products with production assets in China, Romania and Sierra Leone, and a holding company in The Netherlands. Vimetco N.V. controls annual production capacities of more than one million tonnes of electrolytic aluminium, 655,000 tonnes of hot rolled products, 530,000 tonnes of cold rolled products, 1.4 million tonnes of casting, 60,000 tonnes of secondary aluminium, 25,000 tonnes of extruded products, 600,000 tonnes of alumina, 1.7 million tonnes of bauxite, 2.1 million tonnes of coal, 900 Mega Watts of electricity, and 298,000 tonnes of baked anodes per annum. Vimetco’s global depositary receipts are listed on the London Stock Exchange (LSE: VICO).

www.vimetco.com