Regular Meeting of JSC RusHydro Board of Directors
On May 17, 2010, RusHydro (ticker symbol: HYDR; MICEX, RTS and LSE) Board of Directors held a regular meeting by proxy.
RusHydro Board of Directors approved the agenda of the Company’s Annual General Meeting of Shareholders for the 2009 performance:
1. on approval of the annual report, annual accounts, including the Company’s profit and loss statement, and on distribution of the Company’s profit (including payment of dividends) and losses based on the 2009 fiscal year performance;
2. on approval of the revised version of the Company’s Charter;
3. on approval of the revised version of the Company’s Regulations on Convening and Holding of a General Meeting of Shareholders;
4. on the procedure for payment of fees to the members the Company’s Board of Directors;
5. on approval of the Company’s Auditor;
6. on election of members to the Company’s Audit Commission;
7. on election of members to the Company’s Board of Directors.
RusHydro Board of Directors made a decision to hold the Company’s Annual General Meeting of Shareholders on June 30, 2010 at: Russian Federation, Krasnoyarsk Territory, Krasnoyarsk, Prospect Mira (Avenue), 2b.
Time of the Meeting is set for 02:00 pm (local time), the time for beginning the registration of the Meeting attendees is set for 10:00 am (local time).
The cut-off date of compiling a list of persons eligible to attend the Meeting is set for May 19, 2010.
The Meeting announcement will be published in the Vedomosti newspaper and posted on the Company’s website at www.rushydro.ru before or on May 30, 2010.
Individuals eligible to attend the Meeting may familiarize themselves with the Meeting information (materials) at the Meeting place (on the Meeting date) as well as during the period from June 9 through 30, 2010, from 10:00 am to 06:00 pm (Moscow Time) at:
∙ Moscow, Arkhitektora Vlasova Str., 51, JSC RusHydro;
RusHydro Board of Directors approved preliminary the Company’s 2009 Annual Report.
The Annual Report of JSC RusHydro is developed according to the requirements of the Federal law on Joint-Stock Companies, Regulation on disclosure of information by issuer stock approved by Order of Federal Service on Financial Markets of Russia of October 10, 2006 No. 06-117/pz-n, Resolutions of Federal Commission on Securities of the Russian Federation of May 31, 2002 No. 17/ps on Approval of Regulation on Additional Requirements to the Order of Preparing, Convening and Holding of the General Meeting of Shareholders, and requirements for Fair Disclosure and Transparency Rules of UK Listing Authority.
RusHydro Board of Directors also has preliminary approved and recommended the Company’s Annual General Meeting of Shareholders to approve the following Company’s profit (loss) allocation for 2009 year performance, including non-payment of dividends on the Company’s shares for 2009 year performance:
The source of dividends payment is Company’s profit, net of tax (net profit) according to RAS.
On the 2009 year performance, net profit of JSC RusHydro amounts to RUR 10,328,994.700 thousand roubles and is appropriated as follows:
— for provision (mandatory deductions at the rate of 5% of net profit according to the law of the Russian Federation) — RUR 516,450 thousand roubles.
— for investments in the amount of RUR 9,812,545 thousand roubles (the remaining balance of net profit after provision accruals).
The net profit collected for 2009 year performance is negatively affected by the loss from mark-to market re-evaluation of financial investments worth of RUR 21,711,129 thousand roubles. This loss does not involve a cash outflow that enabled to obtain special investment component (to be included into the JSC RusHydro tariff for 2009) in full for financing the Company’s Investment Program.
The means appropriated to the accumulation fund will be channeled to financing high-priority projects within the frame of the Company’s Investment Program approved by the Board of Directors for 2010, including the recovery of Sayano-Shushenskaya HPP. Earlier, for these purpose, the Board of Directors adopted decision on non-payment of bonuses to Management Board members and directors of branches, and the Company’s top management made a decision not to pay bonuses to employees of the central office.
The Board of Directors recommended to the AGM to approve the new version of the Company’s Charter.
The revised version of the Company’s Charter is developed in view of recent modifications of the legislation of the Russian Federation on joint-stock companies and is aimed at protection of rights and legitimate interests of the Company’s shareholders.
Also the shareholders are offered to approve the new name of the Company — «The Federal Hydrogeneration Company». The abbreviated version of the name remains the same: JSC RusHydro.
The revised version of the Company’s Charter considers the requirements of the Federal law on Joint-Stock Companies, Resolutions of Federal Commission on Securities of the Russian Federation of May 31, 2002 No. 17/ps on Approval of Regulation on additional requirements to the Order of Preparing, Convening and Holding of the General Meeting of Shareholders, and other regulatory requirements.
RusHydro Board of Directors recommended the Company’s Annual General Meeting of Shareholders to approve the revised version of the Company’s Regulations on Convening and Holding of a General Meeting of Shareholders;
RusHydro Board of Directors recommended the Company’s Annual General Meeting of Shareholders to approve the revised version of the Regulations for Payment of Fees and Remunerations to the Members of the Company’s Board of Directors.
RusHydro Board of Directors recommended the Company’s Annual General Meeting of Shareholders to approve CJSC PricewaterhouseCoopers Audit as the Company’s auditor.
Under Art. 5 of the Federal law on Auditor Activities, a contract on mandatory audit of accounting (financial) reporting of a company with at least 25% of the government holding in the charter capital shall be concluded by holding tenders in the form of open competition.
CJSC PricewaterhouseCoopers Audit is recognized as the open tender winner under the decision of the Tender Committee on appraisal and comparison of application forms for participation in the tender to the right of conclusion of the contract on rendering of audit services in respect of RusHydro financial (accounting) reporting to comply with the Russian Accounting Standards for 2009 (minutes of April 9, 2009).
RusHydro Board of Directors approved the report on performance of the Company’s Business Plan for 2009 (including the report on performance of Investment program for 2009).
Thereafter, RusHydro Board of Directors recognized as appropriate and special-purpose performance of Investment Program of RusHydro for 2009 the emergency and high-priority measures taken and financed in 2009 on restoration of Sayano-Shushenskaya HPP (including the financing of measures by the assets received from additional shares of RusHydro sold in favor of the Russian Federation for the amount of RUR 4 832.1 million, by the assets not used as of the beginning of 2009 (special-purpose investment assets of 2008) — RUR 1 638. 2 million) over the figures of Investment Program of RusHydro for 2009 approved by the decision of RusHydro Board of Directors of May 18, 2009 (meeting minutes No. 77).
The actual financing of Investment Program of JSC RusHydro for 2009 was RUR 54.3 billion.
RusHydro Board of Directors assigned the representatives of Kolymaenergo OJSC in managerial bodies of Ust-Srednekanskaya HPS OJSC to vote «AFFIRMATIVELY» when adopting the following decision on the issue of Increasing the Authorized Capital of JSC Ust-Srednekanskaya HPP by placing additional shares:
∙ to increase the authorized capital of JSC Ust-Srednekanskaya HPP by placing additional registered ordinary shares in the number of 5 600 000 000 (five billion six hundred million) ones with the face value of 1 (one) ruble each for the total sum of 5 600 000 000 (five billion six hundred million) rubles;
∙ placement method — private subscription, the individuals among which is it supposed to place additional shares — the Russian Federation represented by the authorized state body, JSC RusHydro, JSC Kolymaenergo;
∙ share placement price (including the price of placing additional shares to the individuals having the preemptive right) — at the price determined by JSC Ust-Srednekanskaya HPP Board of Directors according to Art. 36 and Art.77 of Federal Law on Joint-Stock Companies, but not below the share par-value;
∙ share payment method — cash, non-cash assets (Ust-Srednekanskaya HPP construction in progress, property rights (recourse rights), other movable and real estate property);
∙ share payment procedure— shares are paid after placed in full.
Ust-Srednekanskaya HPP has been and is being built mainly at the expense of budgetary appropriations contributed into the charter capital. The construction is partly financed by JSC Kolymaenergo by transferring the property needed for building a hydroelectric power station to Ust-Srednekanskaya HPP.
RusHydro Board of Directors assigned the representatives of the Company in JSC ОGК-1 Board of Directors to vote «AFFIRMATIVELY» for inclusion the following issues into the agenda of the Annual General Meeting of Shareholders of JSC ОGК-1:
— On approval of the revised version of the Company’s Charter.
— On the procedure for payment of fees to the members the Company’s Board of Directors.
— On approval of the Addendum to the Contract on delegation of authority of the sole executive body of JSC ОGК-1 of the management company of July 06, 2009 between JSC INTER RAO UES and JSCОGК-1 as an interested -party transaction.
— On approval of the Addendum to the Loan Agreement between JSC INTER RAO UES and JSC ОGК-1 of November 24, 2009 No. ШТК-005154 as an interested-party transaction.
— On approval of agreements on the right of JSC INTER RAO UES to the direct debiting of cash from JSC ОGК-1 accounts to CJSC AKB PERESVET, Vnesheconombank, JSC Alpha Bank and JSC Sberbank concluded between JSC INTER RAO UES, JSC ОGК-1 and JSC AKB PERESVET, Vnesheconombank, JSC Alpha Bank and JSC Sberbank as a security for the performance of obligations ofJSC ОGК-1 against JSC INTER RAO UES under the Loan Contract of November 24, 2009 No. ШТК-005154 as several interrelated interested -party transactions.
— On approval of insurance transactions of immovable and movable property of JSC ОGК-1 as interested -party transactions (several inter-related transactions).
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