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HSCI Announces Results of Annual General Shareholders’ Meeting

Moscow – June 22, 2012 – OJSC HSCI – The Human Stem Cells Institute (“HSCI”, MICEX: ISKJ), one of Russia’s leading biotech companies  (hereinafter – the Company), announces the results of the Annual General Shareholders’ Meeting (AGM) held on June 21, 2012, in Moscow.

Voting at the AGM, shareholders adopted the following decisions:

Agenda item 1:

Shareholders approved HSCI’s Annual Report and Annual Financial Statements prepared according to Russian Accounting Standards, including the Company’s profit and loss statement, for the 2011 fiscal year.

Agenda item 2:

Shareholders decided not to allocate the Company’s 2011 net profit of 7,022,000 (seven million twenty-two thousand) rubles and not to pay annual dividends based on 2011 results. This decision reflects the Company’s new business plan, which entails a more robust investment program to be implemented by making use of profits from 2011 results.

Agenda item 3:

Shareholders elected a new Board of Directors, which includes the following directors, four of which are independent:

1.  Alexander Prikhodko, Deputy General Director of HSCI;
2.  Andrey Isaev, Director of Segment LLC;
3.  Sergey Kiselev, Head of Department at the Vavilov Institute of General Genetics of the Russian Academy of Sciences, independent director;
4.  Maxim Dremin, Deputy General Director of ALOR INVEST, independent director;
5.  Vladislav Saulin, General Director of High Technologies Investment Company, independent director;
6.  Dmitry Alexanderov, Head of Research, UNIVER Capital (UNIVER Investment Group), independent director;
7.  Artur Isaev, General Director of HSCI.

According to HSCI’s Charter, the Company’s Board of Directors consists of 7 members.

Agenda item 4:

Members of the Audit Commission were elected:

1.  Svetlana Blokhina, Financial Control and Internal Audit Officer of HSCI;
2.  Elena Mikheeva, Accountant of HSCI;
3.  Svetlana Samoylova, Investor Relations Director (IRO) of HSCI.

According to HSCI’s Charter, the Company’s Audit Commission consists of 3 members.

Agenda item 5:

Shareholders approved ADK Audit (Yekaterinburg) as HSCI’s external auditor for the 2012 fiscal year (for auditing both RAS and IFRS financial statements).

Agenda item 6:

Shareholders approved a related-party transaction (contract agreement and supplementary agreement where HSCI is the contractor).

The value of work to be done by HSCI under the contract agreement and supplemental agreement is 30,000,000 (thirty million) rubles, inclusive of VAT (18%).

Agenda item 7:

Shareholders did not reach a decision on a proposal to change the name of the Company and, correspondingly, did not approve a new (restated) version of the Company’s Charter, as none of the proposed variants to rename the Company received the number of votes required by law.

According to Article 49 of the Federal Law on Joint Stock Companies, a decision to amend or add to a company’s charter or approve a new redaction of the charter requires a three-fourths majority vote at a General Shareholders’ Meeting by shareholders owning voting shares and participating in the General Shareholders’ Meeting. Due to the fact that none of the proposed variants under the seventh item on the Agenda received the necessary number of votes, no decision was made on this issue.

Agenda item 8:

Shareholders decided to pay members of the Company’s Board of Directors compensation for participation in Board of Directors meetings during 2011 in a sum of 50,000 (fifty thousand) rubles to each director for a total sum of 350,000 (three hundred fifty thousand) rubles.

Full Version of the Press Release (216 kb)

22 June 2012