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Statement in relation to information in the press on changes in the Board of Directors

In relation to the information in the media regarding the resignation of a number of members of the Board of Directors, JSC RusHydro (ticker symbol: MICEX-RTS, LSE: HYDR; OTCQX: RSHYY) deems it necessary to state the following.

The company hereby confirms that it has received copies of five letters addressed to the Federal Agency for State Property Management (acting on behalf of the Russian Federation, RusHydro’s major shareholder) and the Chairman of the Board of Directors of RusHydro, from the following Board members in which they inform the addressee of their willingness to discontinue their membership in the Board of Directors of RusHydro:

  • Vladimir Tatsiy, First Vice-President of Gazprombank;
  • Boris Kovalchuk, Chairman of the Management Board of Inter RAO UES;
  • Grigory Kurtser, advisor to the Vice-President in charge of corporate security of JSC Rosneft;
  • Mikhail Shelkov, deputy General Director of Obyedinyonnye Investitsii LLC;
  • Sergey Shishin, Senior Vice-President of VTB Bank.

Several directors in their letters cited as reasons for resignation their disagreement on the sequence of certain procedures relating to the additional share issue approved by the EGM on November 16, 2012. The Company believes the sequence of procedures relating to the additional share issue did not contradict Russian law.

Despite the above letters, under Russian law, RusHydro’s Board of Directors is considered to be comprised of 13 members elected by the Annual General shareholders meeting of RusHydro on June 29, 2012 and operational until a new Board is elected by the General meeting of shareholders. General shareholders meeting may be convened in accordance with the procedure stipulated under Russian law.

According to clause 15.2 of RusHydro’s Articles of Association, the quorum for the Board of Directors should be at least half of its members. Therefore, the quorum for the current 13-seat Board of Directors is 7 persons, so the Board of Directors will continue to be able to satisfy quorum requirements stipulated under Russian law. 

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