Aeroflot Announces Results of Board of Directors Meeting
26 May 2016
Moscow, 26 May 2016. – PJSC Aeroflot (Moscow Exchange ticker: AFLT) announces the results of the Board of Directors meeting held on 26 May 2016. The meeting was chaired by Kirill Androsov.
The meeting agenda included the following items:
Work with shareholders and the investment community. Aeroflot’s share price increased by 32.8% in the first quarter of 2016. This was driven by positive trends on the Russian stock market, Aeroflot Group’s strong operating results for the first quarter of the year, and the Group’s strong IFRS financial results for full year 2015. In the first quarter a number of important projects were implemented to develop relations with the investment community, including the launch of a new IR section of the company website. Aeroflot continues to work closely with the investment community to correctly position the Company’s investment case.
Review of information and conclusions of the Revision Committe of PJSC Aeroflot and the Audit Committee of the Board of Directors regarding the results of the 2015 financial year. The Revision Committe’s conclusions based on its examination of Aeroflot’s operating and financial results for 2015 confirmed the accuracy of the annual financial (accounting) statements. The analysis of the Revision Committe showed that the Company overall maintains compliance with the various laws that regulate its activities.
Distribution of Aeroflot’s profit and losses for the 2015 financial year. In accordance with the Dividend Policy, the basis for calculating dividend payments is net profit as per Aeroflot Group’s consolidated financial statements (under IFRS). For 2015 the company reported a loss under both IFRS and RAS. As a result, it was decided to recommend to the Annual General Meeting of shareholders (AGM) scheduled for 27 June 2016 not to announce or make dividend payments on shares of PJSC Aeroflot for the 2015 financial year.
Compensation and Incentive System for Members of the Board of Directors. A resolution was adopted to approve the new edition of the Compensation and Incentive System for Members of the Board of Directors and to recommend it for approval to the AGM scheduled for 27 June 2016.
Remuneration of members of the Board of Directors and Revision Committe of PJSC Aeroflot. A resolution was adopted to approve remuneration for 2015 and also the amount of payments to members of the Board of Directors under the options programme, and to recommend that this be approved by the AGM scheduled for 27 June 2016. Remuneration was calculated based in particular on the significant growth of PJSC Aeroflot’s share price in 2015. Remuneration was also approved for members of the Revision Committe of PJSC Aeroflot, and recommended for approval by the AGM.
Long-term incentive programme. The Regulation on the Long-Term Incentive Programme of PJSC Aeroflot for 2016-2019 was approved.
Auditor of PJSC Aeroflot. Open tenders to select auditors under RAS and IFRS were held in strict accordance with legal requirements. The Board approved the appointment of JSC BDO Unicon as auditor of PJSC Aeroflot’s annual financial (accounting) statements for 2016 under RAS, and JSC PricewaterhouseCoopers Audit as auditor of PJSC Aeroflot’s (Aeroflot Group’s) consolidated financial statements for 2016 under IFRS, and to recommend that this be approved by the AGM scheduled for 27 June 2016.
Preparation for the AGM of shareholders of PJSC Aeroflot. The list of documents approved under this item included the agenda for the AGM, drafted based on proposals submitted by shareholders before 19 February 2016 and by the Board of Directors in accordance with federal legislation and the charter of PJSC Aeroflot. The AGM will take place on 27 June 2016, starting at 10am. The location will be PJSC Aeroflot’s office at 31 Mezhdunarodnoe Shosse, building 1, Northern Administrative District, Moscow. Registration of participants in the AGM will take place at the AGM location starting at 8am until discussions of the final item on the agenda for which a quorum is present are completed.
Aeroflot is Russia’s flagship carrier and one of the largest airline groups in Europe. In 2015, Aeroflot carried 26.1 million passengers (39.4 million passengers as Aeroflot Group including subsidiaries), a record for any Russian airline. A proud member of the SkyTeam global airline alliance, Aeroflot and its partners serve 1,057 destinations in 179 countries worldwide. Aeroflot operates one of the youngest fleets in the world, numbering 168 Airbus, Boeing and Sukhoi airliners.Aeroflot is among the global leaders in aviation safety. The company’s European Community Safety Assessment of Foreign Aircraft (SAFA) Index, which is the main globally recognized safety parameter, is comparable to global peers. The first Russian carrier to enter the IATA Operational Safety Audit (IOSA) register, renewing its registration for the sixth time in 2015, Aeroflot has successfully passed the IATA Safety Audit for Ground Operations (ISAGO) and is fully ISO 9001:2008, ISO 14001:2004 compliant. In 2016 Aeroflot has been awarded an official four-star quality and service ranking from the leading independent authority on airline quality, Skytrax. In 2015 Aeroflot was named by SKYTRAX as the Best Airline in Eastern Europe for the fourth time and for the first time was ranked among TOP-10 airlines with Best Airline Cuisine according to Global Traveler. Find more at www.aeroflot.com.