Notice of the Annual General Meeting of Shareholders
of RusHydro
JSC
RusHydro (ticker symbol: MICEX-RTS, LSE: HYDR; OTCQX: RSHYY)
announces that the Company's Board of Directors held a meeting in
absentia on May 20, 2013, to address issues related to the Annual
General Meeting of Shareholders (AGM).
Key
highlights:
-
AGM to be
held on June 28, 2013 in Krasnoyarsk;
-
Record
date for AGM participation – May 23, 2013;
-
Board of Directors recommends paying 25% of RAS net
profit as dividend (RUR 3,676 mn), or RUR 0.00955606 per share;
-
Board of
Directors elected Viktor Danilov-Danilyan as Deputy Chairman of the
Board.
***
The Board
of Directors resolved to convene the AGM on June 28, 2013 at the
following address: 2b, prospekt Mira, Krasnoyarsky Krai,
Krasnoyarsk, Russia.
The AGM
will start at 12.00 (local time), the registration for participants
will start at 10.00 (local time).
The record
date for AGM participation is May 23, 2013.
The
shareholders can review the documents on the day of the AGM or
within 30 days prior to the AGM at the following
locations:
-
Moscow, 7
Malaya Dmitrovka Street (on working days from 10:00 a.m. to 6:00
p.m., Moscow time); telephone: +7 (495) 225-3232; +7 (800) 333-8000
ext. 1821; 1199;
-
Moscow,
18/13 Stromynka Street; JSC R.O.S.T., Company's registrar (on
working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone:
+7 (495) 771-7336;
-
Krasnoyarsk, 51 Respubliki Street
(on working days from 10:00 a.m. to 6:00 p.m., local time);
telephone: +7 (923) 337-5940, +7 (913) 031-7104;
The
information will be also available on the Company's web site at:
eng.rushydro.ru.
The
notification of the AGM will be published in Rossiyskaya newspaper,
as well as on RusHydro’s corporate website not later than 30 days
prior to the date of AGM.
***
The Board
of Directors approved the agenda for the 2011 Annual General
Meeting of Shareholders:
- Approval of the 2012 Annual Report and annual
accounting statements.
- Distribution of profit and payment of dividends
payment for 2012.
- Election of members to the Board of Directors of
RusHydro.
- Election of members to the Audit
Commission.
- Approval of the Company's auditor.
- Remuneration of the members of the Board of
Directors.
- Approval of the amended Articles of Association of the
Company.
- Approval of the amended Regulations on convening and
holding the general meeting of shareholders of
RusHydro.
- Approval of the agreements, qualified as
interested-party transactions.
***
The Board of Directors preliminary approved the
Company’s 2012 Annual Report and annual accounting
statements.
***
The Board of Directors has preliminarily approved and
recommended to the AGM the following distribution of profit for
2012 (in RUR), including a dividend payment of RUR
0.00955606 per share:
Accumulation fund (including remuneration to the
members of the Board of Directors and financing of the endowment
fund of The Skolkovo Institute of Science and Technology
(Skoltech)
|
10,291,606,695.37
|
Dividends
|
3,675,573,209.73
|
Reserve fund
|
735,114,731.85
|
Retained profit for the reporting period
(RAS)
|
14,702,294,636.95
|
The dividend will be paid from the Company’s net
profit calculated under Russian Accounting Standards.
***
The Board of Directors elected Viktor Danilov-Danilyan
as Deputy Chairman of the Board and assigned him to chair the Board
meetings until the Chairman of the Board is elected, according to
the Company’s Regulations on convening and holding the general
meeting of shareholders.
***
The Board of Directors recommended to the AGM JSC
PriceWaterhouse Coopers Audit as the auditor of RusHydro and
determined the auditor’s remuneration for auditing the Company’s
2013 accounting statements under RAS in the amount of RUR
15,000,000 (including VAT); and under IFRS (review of condensed
interim consolidated financial statements under IFRS for six
months, ended on June 30, 2013, audit of consolidated financial
statements for 2013) in the amount of RUR 121,068,000 (including
VAT).
RusHydro has previously carried out a tender to select
the Company’s auditor for 2012-2014. The Commission selected PWC
Audit as the winner of tender.
***
The Board of Directors recommended that the AGM
approves remuneration of the members of the Board of Directors
based on their performance from June 29, 2012 to April 18, 2013 and
from April 19, 2013 to June 28, 2013, in the amount and under the
procedure set in the Regulations on remuneration to members of the
Board of Directors of RusHydro.
According to applicable regulations on remuneration to
members of the Board of Directors, no remuneration is payable to
members of the Management Board and government officers. The amount
of remuneration payable to each member of the Board of Directors
shall be defined based on the ratio of meetings held during the
year and meetings attended during the year by each
member.
***
The Board of Directors recommended that the AGM
approves amended Articles of Association of RusHydro.
The Articles of Association, amended to reflect recent
changes in the Russian Federal Law on Joint Stock Companies, is
aimed at securing the rights and legitimate interests of the
Company’s shareholders. In particular, the new version of the
Articles of Association defines the competence of the AGM and the
Board of Directors.
***
The Board of Directors recommended that the AGM
approves the amended Regulations on the procedure for convening and
holding the general meeting of shareholders.
The need to approve a new version of this document
relates to the order of the Federal Financial Markets Service of
Russia “On approval of the Regulations on the additional
requirements to the procedure for convening and holding the general
meeting of shareholders”, that sets new requirements to the AGM
arrangements.
***
The Board of Directors recommended that the AGM
approves the Additions to the share pledge agreements of December
27, 2010, between RusHydro and Vnesheconombank, qualified as
interested-party transactions, and determined that the price of the
agreements remains unchanged.
The share pledge agreements are aimed to guarantee the
obligations under the loan agreements signed in 2010 to finance the
construction of the Boguchanskaya HPP (between JSC BoGES and
Vnesheconombank) and the Boguchanskiy Aluminum Smelter (between
CJSC BoAZ and Vnesheconombank).
The Additions should be signed due to prolongation of
drawdown period under the loan agreement till December 31, 2013,
after delay in commissioning of the Boguchanskaya HPP, caused by
the reasons not attributable to the investors of the BEMO
project[1] and terms of free agreements for electricity and
capacity sale.
In accordance with financing terms of the BEMO
project, approved by the Supervisory Board of Vnesheconombank on
July 28, 2010, RusHydro should pledge the shares of CJSC Customer
of the Boguchanskaya HPP construction, CJSC Developer of the
Boguchanskaya HPP, CJSC Developer of the Boguchanskiy Aluminum
Smelter, CJSC Customer of the Boguchanskiy Aluminum Smelter, bills
of JSC Boguchanskaya HPP and CJSC BoAZ, owned by the Company, and
be a guarantor under the loan agreement between JSC Boguchanskaya
HPP and Vnesheconombank. RusHydro’s guarantee becomes effective
under certain circumstances, including in case of delay in
commissioning of the plant.
The Supervisory Board of Vnesheconombank approved a
16-year loan in the amount of RUR 28.1 bn to finance the
construction of the Boguchanskaya HPP. The loan will be repaid from
the revenue from electricity and aluminum sale (excluding sale
costs) by the units of the BEMO project.
***
The Board of Directors excluded E.Titova from the list
of candidates to the Audit Commission of RusHydro to be elected by
the AGM, due to her resignation and based on the
Regulations on the procedure for convening and holding
the general meeting of shareholders.
The Board of Directors included M.Tikhonova to the
list of candidates to the Audit Commission for election by the AGM, according to
the Federal Law on Joint Stock Companies and the Articles of
Association of RusHydro.
About
RusHydro:
RusHydro Group is one of Russia’s largest generating
companies. RusHydro is the leading producer of renewable energy in
Russia with over 70 generating facilities in Russia and abroad. The
company also manages a number of R&D, engineering and
electricity retail companies. Group’s thermal assets are operated
by subsidiary – RAO Energy System of East in the Far East of
Russia. Total electricity generation capacity of the Group is 36.5
GW, heat capacity – 16.2 thousand GCal/h.
Russian Federation owns 65.9% in RusHydro, the rest is
held by other institutional and individual shareholders (over
360,000). The company’s stock is traded on the MICEX and RTS stock
exchanges, and included in MSCI EM и MSCI Russia indexes. Company’s
GDRs in the IOB section of LSE, ADRs – in OTCQX.
For more
information:
JSC RusHydro, Investor Relations
Department
Tel. +7 (495) 225-3232 ext. 1319,
1607
ir@rushydro.ru
DISCLAIMER
The information in this press release may contain
projections or other forward-looking statements regarding future
events or the future financial performance of RusHydro. One can
identify forward-looking statements by terms such as "expect,"
"believe," "anticipate," "estimate," "intend," "will," "could,"
"may" or "might," the negative of such terms or other similar
expressions. We wish to caution you that these statements are only
predictions and that actual events or results may differ materially
from these statements.
We do not intend to update these statements to reflect
events and circumstances occurring after the date hereof or to
reflect the occurrence of unanticipated events. Many factors could
cause the actual results to differ materially from those contained
in our projections or forward-looking statements, including, among
others, general economic conditions, our competitive environment,
risks associated with operating in Russia and rapid technological
and market changes in our industries, as well as many other risks
specifically related to RusHydro and its
operations.
[1]The commissioning of hydropower units of the
Boguchanskaya HPP was scheduled for June 2012, but due to the late
start of reservoir storage the launch date of the plant had been
changed.
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