Results of the Annual General Meeting of shareholders
of RusHydro
JSC RusHydro (ticker symbol: MICEX-RTS, LSE: HYDR; OTCQX: RSHYY) announces the results of the Annual General Meeting
of shareholders (AGM) held today, June 28, 2013, in
Krasnoyarsk.
Key
highlights:
-
AGM approved dividend payment in the amount
of RUR 0.00955606 per share, or 25% of RAS net profit (RUR 3,676
mn);
-
AGM
elected 13 members of the Board of
Directors;
-
AGM
approved amendments to the Articles of Association and other
rRegulations;
-
AGM
approved amendments to the share pledge agreements between RusHydro
and Vnesheconombank in relation of BEMO
project.
***
The AGM
approved the annual report and financial statements for 2012
financial year. Shareholders approved the profit distribution as
follows (in RUR):
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 AGM resolved to pay dividends for 2012 in the
amount of RUR 0.00955606 per share. The dividend will be paid from the Company?s net
profit calculated under Russian Accounting Standards.
***
The AGM elected 13 members to the Board of
Directors[1]:
-
Boris Ayuev, Chairman of the Management Board, JSC
System Operator of UES;
-
Andreas Christian Berndt, Chief Executive Officer,
JSC EF-TEK;
-
Andrei Bougrov, Deputy CEO, Member of the Managing
Board, Interros;
-
Maxim Bystrov, Deputy plenipotentiary representative
of the President of the Russian Federation in the North Caucasian
Federal region;
-
Viktor Danilov-Danilyan, Director, Water Engineering
Institute, Russian Academy of Sciences;
-
Evgeny Dod, Chairman of the Management Board, JSC
RusHydro;
-
Viktor Zimin, Chairman of the Government, Republic of
Khakassia;
-
Sergey Ivanov, General Director, JSC Energy Russian
Company;
-
Denis Morozov, Director from the Russian Federation in
the Board of Directors of European Bank for Reconstruction and
Development (EBRD);
-
Vyacheslav Pivovarov, Chief Executive Officer, Altera
Capital;
-
Mikhail Poluboyarinov, First Deputy Chairman,
Management Board Member, Vnesheconombank;
-
Vladimir Stolyarenko, President and Chairman of the
Board, Evrofinance Mosnarbank;
-
Sergey Shishin, Senior Vice-President of VTB
Bank.
***
The AGM elected the following candidates to the
Company's Audit committee:
-
Anna Drokova, Deputy Department Head in the Federal
Property Management Agency;
-
Leonid Neganov, Deputy Department Head in the Russian
Ministry of Energy;
-
Maria Tikhonova, Secretary of interdepartmental
commission for business efficiency analysis of companies of fuel
and energy sector;
-
Alan Khadziyev, Department Head in the Russian
Ministry of Energy;
-
Vladimir Hvorov, Department Expert in the Russian
Ministry of Economic Development.
***
The AGM approved the appointment of CJSC
PriceWaterhouseCoopers Audit as its auditor.
***
The AGM resolved to pay remuneration to members of the
Board of Directors for the period from June 29, 2012 to April 18,
2013 and from April 19, 2013 to June 28, 2013 in accordance with
the Regulations on Remuneration of the Board of Directors of
RusHydro.
According to applicable regulations on remuneration of
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 AGM approved amended and re-stated Articles of
Association.
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 AGM approved the amended and re-stated 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? effective from February, 2013.
***
The AGM approved 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[2] 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.
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 67.1% 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 ? 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] Positions are indicated as of the date of election
to the Board of Directors
[2] 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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