24.06.2019

Resolutions of the Annual General Meetings of Shareholders

Moscow, Russia – HMS Hydraulic Machines & Systems Group PLC (LSE: HMSG) today announces that the following resolutions have been approved by the Annual General Meeting of Shareholders held on June 21, 2019:

  • Annual Report, Consolidated Financial of the Group and Standalone Financial Statements of the Company for the year ending December 31, 2018 have been adopted;
  • Mr. Nikolay Yamburenko has been re-elected as a Non-Executive Director;
  • Mr. Artem Molchanov has been re-elected as an Executive Director;
  • Mr. Vyacheslav Tsoy has been elected as a Non-Executive Director;
  • Deloitte Limited, Cyprus has been appointed as the Group’s auditors, while the Group’s Directors have been authorized to agree on the auditor’s remuneration;
  • The payment of dividends in relation to the financial year ended December 31, 2018 in the total amount of Rub 9.81 per ordinary share, which includes the interim dividends of Rub 3.84 per ordinary share paid in accordance with the Directors’ resolution dated December 6, 2018, and a final dividend for 2018 of Rub 5.97 per one ordinary share. The final dividend distribution for 2018 of Rub 5.97 per one ordinary share, amounting to total final dividend of Rub 699,465,659.19, have been adopted. The record date on June 14, 2019 and the Payment date on July 1, 2019 for the purposes of dividend distribution have been adopted;
  • The prolongation of the buyback program of the Company with respect to global depositary receipts on the conditions, determined by the Board of Directors at the meeting held on April 24, 2019, has been approved by the way of the Special Resolution;

BUY-BACK PROGRAM

  • The Buyback period will be 1 year from June 21, 2019 if the program will be approved at the AGM, i.e. from June 21, 2019 through June 21, 2020;
  • Maximum number of GDRs (each representing five ordinary shares in the share capital of the Company) which can be repurchased – 6 (six) percent of the subscribed capital of the Company, including previously acquired and held at the time GDRs (Treasury shares):
    Number of
    shares/underlying
    shares
    % share
    in the capital
    Number of GDRs
    (1 GDR = 5 shares)
    Subscribed capital of the Company
    (ordinary shares)
    117,163,427 100.00 -
    Maximum number of shares/GDRs to
    be purchased
    7,029,805 6.00 1,405,961
    Treasury shares/GDRs 6,021,410 5.14 1,204,282
    Number of shares/GDRs, HMS can purchase under the Buyback program 1,008,395 0.86 201,679
  • GDRs will be repurchased at the prevailing market price at the date of such purchase; due to large spreads for purchase/sale, as well as to the practice of issuing to the broker of irrevocable orders for the "quiet periods", the purchase price may differ significantly from the price of the previous transaction.
  • Any purchase of GDRs will be conducted on the London Stock Exchange and/or on over-the-counter markets;
  • The Buyback will be carried out by the way of on-market purchases and all shareholders will be treated equally;
  • Purchases will be carried out by the Company with the assistance of Renaissance Capital or any other independent broker, determined by the Board of Directors after the approval of the Buyback (if obtained) at the AGM;
  • The amount and timing of repurchases will be determined by HMS Group based on its evaluation of business opportunities, market and the Company’s financial conditions, and according to market practices;
  • The Buyback program will end as soon as the total amount of acquired securities has reached the maximum amount specified (1,405,961 GDRs) or, if earlier, on 21 June 2020.

Contacts:
Inna Kelekhsaeva, Deputy Head of Capital markets, on telephone: +7 (495) 730-6601, or email:
capital-markets@hms.ru
Alexander Rybin, Head of Capital markets, on telephone: +7 (495) 730-6601, or email:
capital-markets@hms.ru

About HMS Group
HMS Group is the leading pump and compressor manufacturer, as well as the provider of flow control solutions and related services for the oil and gas, petrochemistry, nuclear and thermal power generation, water and wastewater sectors in Russia and the CIS headquartered in Moscow, Russia. HMS Group’s products are mission-critical elements of projects across a diverse range of industries. HMS has a listing on the London Stock Exchange in the form of global depositary receipts (LSE: HMSG).
Annual report 2017

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