13.05.2016
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Notice of the Annual General Meeting of Shareholders of RusHydro

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting on May 12, 2016, to address issues related to the Annual General Meeting of Shareholders (AGM).


Key highlights:

  • AGM to be held on June 27, 2016, in Moscow;
  • Record date for AGM participation – May 23, 2016;
  • Board of Directors recommends paying dividends in the amount of RUB 0.038863[1] per share;
  • Dividend record date – July 8, 2016.

***


The Board of Directors resolved to convene the AGM on June 27, 2016 at the following address: Congress Hall, 2nd floor, Entrance 4, 12 Krasnopresnenskaya Embankment, World Trade Center, Moscow, Russia.


The AGM will start at 10.30 (Moscow time), the registration for participants will start at 08.30 (Moscow time).


The record date for AGM participation is May 23, 2016.


The information will be also available on the Company's web site at: www.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.


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The Board of Directors approved the agenda for the 2015 Annual General Meeting of Shareholders:

  1. Approval of the Company’s 2015 Annual Report.
  2. Approval of the Company’s 2015 annual accounting statements.
  3. Distribution of profit for 2015.
  4. Dividend payment for 2015 and determination of dividend record date.
  5. Remuneration of the Board of Directors (Supervisory Board) members (non-government officials) in the amount determined by the internal documents of the Company.
  6. Approval of the amended Regulations on remuneration of the Board of Directors.
  7. Election of members to the Board of Directors of RusHydro.
  8. Election of members to the Audit Commission.
  9. Approval of the Company's auditor.
  10. Approval of the amended Articles of Association of the Company.
  11. Approval of the amended Regulations on convening and holding the general meeting of shareholders of RusHydro.
  12. Approval of the amended Regulations on convening and holding the Board of Directors’ meetings.
  13. Approval of the amended Regulations of the Company’s Audit Commission.
  14. Approval of the amended Regulations on remuneration of the Company’s Audit Commission.
  15. Approval of the Company’s interested-party transactions.

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The Board of Directors preliminary approved the Company’s 2015 Annual Report and annual accounting statements.


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The Board of Directors has preliminarily approved and recommended to the AGM the following distribution of profit for 2015 (in RUB):


Retained profit for the reporting period

30, 022,009,970.70

Reserve fund

1,501,100,498.54

Company’s development

13,509,863,340.14

Dividends

15,011,046,132.02

The Board of Directors recommended that the AGM approves dividend payment in the amount of RUB 0.038863 per share.


The dividend record date is July 8, 2016.


***


The Board of Directors recommended the AGM to approve remuneration of the members of the Board of Directors based on their performance from June 26, 2015 to June 27, 2016 in the amount and under the procedure set in the Regulations on remuneration to members of the Board of Directors of RusHydro.


***


The Board of Directors recommended to the AGM JSC PriceWaterhouse Coopers Audit as the auditor of RusHydro’s 2015 accounting statements.


***


The Board of Directors recommended the AGM to approve the amendments to the following documents:

  • Articles of Association of the Company;
  • Regulations on remuneration to members of the Board of Directors;
  • Regulations on convening and holding the general meeting of shareholders of RusHydro;
  • Regulations on convening and holding the Board of Directors’ meetings;
  • Regulations of the Company’s Audit Commission;
  • Regulations on remuneration of the Company’s Audit Commission.

The amended documents reflect recent changes in the Russian legislation, Russian Civil Code and had been developed in compliance with corporate governance practice and the amended Articles of Association of RusHydro.


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The Board of Directors recommended that the AGM approves termination of RusHydro’s participation in non-commercial partnership “CTSCenter UES”.


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The Board of Directors recommended that the AGM approves the liability and financial risk insurance agreement for Directors, Officers and Companies between PJSC RusHydro and JSC SOGAZ, qualified as an interested party transaction.


The subject of the agreement is Directors and Officers liability (D&O) insurance that protects the company, its subsidiaries and managers from claims which may arise from the decisions and actions taken within the scope of their regular duties. According to the Insurance Regulations of RusHydro the Company is required to sign such agreement.


***


The Board of Directors recommended that the AGM approves interested party transactions between PJSC RusHydro and VTB Bank PJSC and set a formula to determine the price limit of the agreements.


These agreements will allow RusHydro to secure credit facilities in the shortest period of time on the best possible terms in case the Company requires credit resources and provided that VTB Bank offers the most favorable financing. The raised funds might be used to finance operating and/or financial activities of the Company.



[1] In accordance with the government’s decree, dividends are calculated as 50% of the Company’s net profit under Russian Accounting Standards (RAS). 

The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of RusHydro. You 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, rapid technological and market change in our industries, as well as many other risks specifically related to RusHydro and its operations.
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