MOSCOW, 3 SEPTEMBER 2015. — PJSC Aeroflot (Moscow Exchange ticker: AFLT) announces the results of today’s Board of Directors meeting, which was chaired by Kirill Androsov.
The Board of Directors considered participation in other organisations.
Following a comprehensive discussion, and taking into account the social tensions surrounding the passenger air transport market, the extremely difficult financial position of JSC Transaero and the results of discussions at an interagency meeting chaired by First Deputy Prime Minister Igor Shuvalov regarding Transaero, the Board of Directors decided that it was necessary to involve Aeroflot Group in the restructuring of Transaero.
To achieve this, the Board has directed the Company’s management to develop proposals regarding the following urgent measures:
• The transfer of operational management of Transaero to Aeroflot;
• Ensuring corporate control over the restructuring procedure.
In accordance with the Russian Federation Government’s directive, which was received on 3 September 2015, the tender offer from shareholders of Transaero was considered. The offer consists of an offer to sell at least 75% plus one share of Transaero within 24 days from the date of the offer at a price of no more than one rouble for the tendered shares.
The Board of Directors approved a motion to create a working group comprising members of the Committees of the Board of Directors and the Company’s management to hold negotiations regarding substantial restructuring of Transaero’s debt.
The Board also approved the appointment of Sberbank of Russia as financial adviser to the Company on the restructuring.
«In the whole time I have served as Chairman of the Board of Aeroflot this is undoubtedly the most important and significant decision that we have taken, and one that will be of transformational significance for Aeroflot,» Kirill Androsov said. «This decision is fully in line with our strategy and should facilitate the achievement of the key indicators set out in Aeroflot Group’s Strategy to carry 70 million passengers a year and be a top-five European and top-20 global airline by revenue and passenger numbers by 2025. I have no doubt that the experience, knowledge and competence of Aeroflot’s CEO, Vitaly Saveliev, will be a key factor in our success in achieving these goals.»
The meeting also defined the personnel and appointed the heads of the three permanent committees of the Board. Vasily Sidorov will head the Audit Committee, Igor Kamenskoy the HR and Compensation Committee and Roman Pakhomov the Strategy Committee.
The Board considered the procedure for organising the work of the Board of Directors of PJSC Aeroflot, and approved the plan of work for July 2015 to June 2016 (key issues).
The Board of Directors reviewed progress on the development of Aeroflot Group’s regional carriers and instructed the Company’s management to carry out additional cost management measures across the Group by updating the approach to its multi-brand strategy. Having reviewed the status of optimisation initiatives implemented at JSC Orenair, the Board decided that PJSC Aeroflot should purchase additional shares to be issued by JSC Orenair. The size of PJSC Aeroflot’s stake in the authorized capital of JSC Orenair will remain unchanged at 100%.
The Board of Directors reviewed the status of establishing a unified treasury for Aeroflot Group companies. The unified treasury of PJSC Aeroflot, its subsidiaries and affiliates was established in accordance with the timetable approved by the Federal Property Management Agency and Board of Directors of PJSC Aeroflot, and in accordance with all deadlines contained therein. The Company is implementing the Federal Property Agency’s recommendations concerning the key functions of the financial management of the company (Financial Management), including the creation of a unified treasury.
The Board of Directors considered and approved a number of related-party transactions which were concluded for the proper functioning of Aeroflot Groups unified treasury. The transactions aim to minimise financial risks and operating expenses, while maximizing return on investments of the Group’s financial resources.
The Board of Directors approved the new organizational structure of the PJSC Aeroflot and the composition of the Management Board. Nikolai Altukhov, an advisor to the Deputy Director General of PJSC Aeroflot, was approved as Deputy General Director of Sales and Property Affairs and appointed as a member of the Management Board. Dmitry Galkin is no longer a member of the Management Board. Additionally, the Board of Directors resolved to place PJSC Aeroflot’s Innovative Development Group under the supervision of the Deputy General Director for Customer Relations.
Aeroflot Press Service
+7 (495) 752-90-71
+7 (499) 500-73-87
+7 (495) 753-86-39
+7 (919) 102 9064
+44 7927 186 645
+1 646 629 5502
Aeroflot is Russia’s flagship carrier and one of the largest airline groups in Europe. In 2014, Aeroflot carried 23.6 million passengers (34.7 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 163 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 2015 Aeroflot was named by SKYTRAX as the Best Airline in Eastern Europe for the fourth time. Find more at www.aeroflot.com.