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 23, 2012, to address issues related to the Annual General Meeting of Shareholders (AGM).
The Board of Directors resolved to convene the AGM on June 29, 2012, at the address: Russia, Krasnoyarsky Kray, Krasnoyarsk, Dubrovinskogo st., 43.
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 24, 2012.
The shareholders can examine the documents on the day of the AGM or within 30 days prior to it at the following locations:
- Moscow, Arkhitektora Vlasova Street (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 (495) 225-3232, ext. 1150; 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 is also available on the Company's web site at: eng.rushydro.ru.
The Board of Directors approved the agenda for the 2011 Annual General Meeting of Shareholders:
1. Resolution on the 2011 Annual Report and annual accounting statements.
2. Resolution on the use of the profit and the payment of dividend.
3. Election of members to the Board of Directors.
4. Election of members to the Audit Commission.
5. Resolution on the Company's auditor.
6. Resolution on the remuneration of the members of the Board of Directors.
7. Resolution on the Articles of Association as amended and re-stated by the Company.
8. Resolution on the amended Regulations on convening and holding the general meeting of shareholders of RusHydro.
9. Resolution on the liability and financial risk insurance agreement for directors, officers and the Company with Ingosstrakh Insurance Company, qualified as an interested party transaction.
The Board of Directors has preliminarily approved the 2011 Annual Report of RusHydro and submitted it for approval to the AGM.
The Board of Directors has preliminarily approved the Company's 2011 annual accounting statements.
The Board of Directors has also preliminarily approved and recommended to AGM the following distribution of profit for 2011, including a dividend payment of RUR 0.00789317 per share:
The source for dividend payments is the Company's net profit calculated under Russian Accounting Standards.
The Board of Directors has preliminarily approved the 2011 annual accounting statements.
The Board of Directors recommended to the AGM JSC PriceWaterhouse Coopers Audit as the auditor of RusHydro to audit the Company's 2012 accounting statements and the amount of auditor's remuneration.
RusHydro has previously carried out a tender to select the Company's auditor for 2012-2014 under Russian Accounting Standards, based on tender documents. The Commission selected PWC Audit as the winner during the tender process.
The Board of Directors recommended that the AGM approves the remuneration of the members of the Board of Directors based on their performance from June 30th, 2011, to June 7th, 2012, in the amount and under the procedure set forth in the Regulations on remuneration to members of the Board of Directors.
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 said member.
The Board of Directors recommended that the AGM approves RusHydro's 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 Board of Directors in accordance with applicable Russian law and replaces Izvestia newspaper with Rossiyskaya Gazeta as the print medium to publish announcements of general meetings of Shareholders and their results. In addition, the amended Articles of Association include changes made by the Board of Directors in relation to the liquidation of the Igranayskaya HPP, a branch of RusHydro.
The Board of Directors recommended that the AGM approves 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 results from changes made to the Articles of Association relating to the change in the print medium for publishing announcements of the general meetings of shareholders and their results.
The Board of Directors approved the liability and financial risk insurance agreement for Directors, Officers and the Company with Ingosstrakh Insurance Company which is an interested party transaction. In addition, the Board of Directors recommended that the AGM states the service price (monetary value) under the agreement at USD 222,000 at the rate of the Bank of Russia as of the payment date. No VAT was assessed.
Under this agreement, RusHydro will pay the insurance premium and Ingosstrakh will pay insurance compensation for any insurance event under the agreement and applicable law. The agreement is valid through December 31, 2012.
The agreement is based on the requirements of RusHydro's Insurance Regulations, as approved by the Board of Directors May 23, 2011 and the order of First Deputy Russian Prime Minister Igor Shuvalov September 29th, 2011, on gradual liability insurance for Board of Directors members.
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.