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 20, 2013, to address issues related to the Annual General Meeting of Shareholders (AGM).
The Board of Directors resolved to convene the AGM on June 28, 2013 at the following address: 2b, prospekt Mira, Krasnoyarsky Krai, Krasnoyarsk, Russia.
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 23, 2013.
The shareholders can review the documents on the day of the AGM or within 30 days prior to the AGM at the following locations:
The information will be also available on the Company's web site at: 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.
The Board of Directors approved the agenda for the Annual General Meeting of Shareholders:
The Board of Directors preliminary approved the Company’s 2012 Annual Report and annual accounting statements.
The Board of Directors has preliminarily approved and recommended to the AGM the following distribution of profit for 2012 (in RUR), including a dividend payment of RUR 0.00955606 per share:
The dividend will be paid from the Company’s net profit calculated under Russian Accounting Standards.
The Board of Directors elected Viktor Danilov-Danilyan as Deputy Chairman of the Board and assigned him to chair the Board meetings until the Chairman of the Board is elected, according to the Company’s Regulations on convening and holding the general meeting of shareholders.
The Board of Directors recommended to the AGM JSC PriceWaterhouse Coopers Audit as the auditor of RusHydro and determined the auditor’s remuneration for auditing the Company’s 2013 accounting statements under RAS in the amount of RUR 15,000,000 (including VAT); and under IFRS (review of condensed interim consolidated financial statements under IFRS for six months, ended on June 30, 2013, audit of consolidated financial statements for 2013) in the amount of RUR 121,068,000 (including VAT).
RusHydro has previously carried out a tender to select the Company’s auditor for 2012-2014. The Commission selected PWC Audit as the winner of tender.
The Board of Directors recommended that the AGM approves remuneration of the members of the Board of Directors based on their performance from June 29, 2012 to April 18, 2013 and from April 19, 2013 to June 28, 2013, in the amount and under the procedure set in the Regulations on remuneration to members of the Board of Directors of RusHydro.
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 each member.
The Board of Directors recommended that the AGM approves amended Articles of Association of RusHydro.
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 Board of Directors recommended that the AGM approves the amended 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”, that sets new requirements to the AGM arrangements.
The Board of Directors recommended that the AGM approves 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[i] 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.
The Board of Directors excluded E.Titova from the list of candidates to the Audit Commission of RusHydro to be elected by the AGM, due to her resignation and based on the Regulations on the procedure for convening and holding the general meeting of shareholders.
The Board of Directors included M.Tikhonova to the list of candidates to the Audit Commission for election by the AGM, according to the Federal Law on Joint Stock Companies and the Articles of Association of RusHydro.
[i] 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.
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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