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HSCI Announces Results of Annual General Shareholders’ Meeting

Moscow – June 19, 2014 – OJSC HSCI – The Human Stem Cells Institute (“HSCI”, MICEX: ISKJ), one of Russia’s leading biotech companies, today announced the results of the Annual General Shareholders’ Meeting (AGM) held on June 17, 2014 in Moscow.

Voting at the AGM, shareholders adopted, among others, the following decisions:

  • 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 2013 fiscal year.
  • The annual dividends for 2013 were declared as RUB 0.15 per ordinary share. The total amount of dividends to be paid to holders of ordinary shares will amount to RUB 11.250 million or 98% of 2013 RAS net profit. The AGM also set the record date for receiving dividends: shareholders of record on
    June 30, 2014 will be entitled to receive dividends for 2013.
  • Shareholders elected a new Board of Directors, which includes the following directors, 3 of which are independent:
    1. Dmitry Alexandrov, Deputy General Director for Investments, UNIVER Capital, independent director;
    2. Roman Deev, Chief Scientific Officer of HSCI;
    3. Artur Isaev, General Director of HSCI;
    4. Andrey Isaev, Director of Segment LLC;
    5. Sergey Kiselev, Head of Department at the Vavilov Institute of General Genetics of the Russian Academy of Sciences, independent director;
    6. Alexander Prikhodko, Deputy General Director of HSCI;
    7. Vladislav Saulin, General Director of High Technologies Investment Company, independent director.

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

  • Members of the Audit Commission were elected:
    1. Svetlana Blokhina, Financial Control and Internal Audit Officer of HSCI;
    2. Oksana Peterson, Deputy Chief accountant of HSCI;
    3. Svetlana Samoylova, Director for Investor Relations of HSCI.

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

  • Shareholders approved Ernst & Young LLC (Moscow) as HSCI’s external auditor for the 2014 fiscal year.
  • In order to allow raising extra funding for implementation of the Company’s strategic plans, a decision has been made to increase HSCI’s share capital.

The decision has been made to increase the share capital of HSCI from RUB 7,500,000 (seven million five hundred thousand rubles) to RUB 10,500,000 (ten million five hundred thousand rubles) through an additional issue of ordinary registered non-documentary shares in the amount of 30,000,000 (thirty million) with a par value of RUB 0,10 each, to be placed by closed subscription in favor of First International Investment Group Ltd., located at the address: 90 Main Street, P.O. Box 3099, Road Town, Tortola, BVI.

The price of placement of additional shares including the price of placement of additional shares to persons holding a pre-emptive right to purchase the placed shares shall be determined by the Board of Directors of the Company within the period starting from the date of state registration of the additional issue until the date of the placement of shares. The term of placement of additional shares or the procedure of setting such term, the procedure and term of payment for the placed additional shares as well as the procedure for the conclusion of contracts in the course of the placement will be determined by the Board of Directors at adoption of the resolution on the additional issue of shares.

In addition to the abovementioned decisions the Annual General Shareholders’ Meeting upon the results of 2013 has made a resolution to adopt the restated versions of the Company’s Charter, Regulations on the General Shareholders’ Meeting of the Company, and the Dividend Policy of HSCI. These constituent documents have been updated in accordance with the amendments in the Russian legislation governing the operation of joint stock companies effective as of January 1, 2014.

Full Version of the Press Release (339 kb)

20 June 2014