29.06.2020

Resolutions of the Annual General Meetings of Shareholder

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 29, 2020:

  • Annual Report, Consolidated Financial of the Group and Standalone Financial Statements of the Company for the year ending December 31, 2019 have been adopted;
  • Mr. Vladimir Lukyanenko has been re-elected as a Non-Executive Director;
  • Mr. Kirill Molchanov has been re-elected as an Executive Director;
  • Mr. Yury Skrynnik has been re-elected as an 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 dividend distribution for the financial year ended December 31, 2019 of Rub 3.41 per one ordinary share, amounting to total dividend of Rub 399,527,286.19, have been adopted. The record date on June 19, 2020 and the Payment date on June 30, 2020 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 23, 2020, has been approved by the way of the Special Resolution;

BUY-BACK PROGRAM

  • The Buyback period will be 1 year from 29 June 2020 if the program will be approved at the AGM, i.e. from 29 June 2020 through 29 June 2021
  • Maximum number of GDRs (each representing five ordinary shares in the share capital of the Company) which can be repurchased – 6% of the subscribed capital of HMS Group, 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 HMS Group
    (ordinary shares)
    117,163,427 100.00 -
    Maximum number of
    shares/GDRs to be purchased
    7,029,805 6.001,405,961

  • 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 29 June 2021

For more information, please, contact:
Alexander Rybin, Head of Capital markets, on telephone: +7 (495) 730-6601, or email:
rybin@hms.ru
Inna Kelekhsaeva, Deputy Head of Capital markets, on telephone: +7 (495) 730-6601, or email:
kelekhsaeva@hms.ru

About HMS Group
HMS Group is the leading pump and compressor manufacturer, as well as 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).

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