28.06.2013
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Results of the Annual General Meeting of shareholders of RusHydro

JSC RusHydro (ticker symbol: MICEX-RTS, LSE: HYDR; OTCQX: RSHYY) announces the results of the Annual General Meeting of shareholders (AGM) held today, June 28, 2013, in Krasnoyarsk.


Key highlights:

- AGM approved dividend payment in the amount of RUR 0.00955606 per share, or 25% of RAS net profit (RUR 3,676 mn);

- AGM elected 13 members of the Board of Directors;

- AGM approved amendments to the Articles of Association and other rRegulations;

- AGM approved amendments to the share pledge agreements between RusHydro and Vnesheconombank in relation of BEMO project.


***

The AGM approved the annual report and financial statements for 2012 financial year. Shareholders approved the profit distribution as follows (in RUR):


Accumulation fund (including remuneration to the members of the Board of Directors and financing of the endowment fund of The Skolkovo Institute of Science and Technology (Skoltech)

10,291,606,695.37

Dividends

3,675,573,209.73

Reserve fund

735,114,731.85

Retained profit for the reporting period (RAS)

14,702,294,636.95

The AGM resolved to pay dividends for 2012 in the amount of RUR 0.00955606 per share. The dividend will be paid from the Company’s net profit calculated under Russian Accounting Standards.


***

The AGM elected 13 members to the Board of Directors[1]:

  • Boris Ayuev, Chairman of the Management Board, JSC System Operator of UES;
  • Andreas Christian Berndt, Chief Executive Officer, JSC EF-TEK; 
  • Andrei Bougrov, Deputy CEO, Member of the Managing Board, Interros;
  • Maxim Bystrov, Deputy plenipotentiary representative of the President of the Russian Federation in the North Caucasian Federal region;
  • Viktor Danilov-Danilyan, Director, Water Engineering Institute, Russian Academy of Sciences;
  • Evgeny Dod, Chairman of the Management Board, JSC RusHydro;
  • Viktor Zimin, Chairman of the Government, Republic of Khakassia;
  • Sergey Ivanov, General Director, JSC Energy Russian Company;
  • Denis Morozov, Director from the Russian Federation in the Board of Directors of European Bank for Reconstruction and Development (EBRD);
  • Vyacheslav Pivovarov, Chief Executive Officer, Altera Capital;
  • Mikhail Poluboyarinov, First Deputy Chairman, Management Board Member, Vnesheconombank; 
  • Vladimir Stolyarenko, President and Chairman of the Board, Evrofinance Mosnarbank; 
  • Sergey Shishin, Senior Vice-President of VTB Bank.

***

The AGM elected the following candidates to the Company's Audit committee:

  • Anna Drokova, Deputy Department Head in the Federal Property Management Agency;
  • Leonid Neganov, Deputy Department Head in the Russian Ministry of Energy;
  • Maria Tikhonova, Secretary of interdepartmental commission for business efficiency analysis of companies of fuel and energy sector;
  • Alan Khadziyev, Department Head in the Russian Ministry of Energy; 
  • Vladimir Hvorov, Department Expert in the Russian Ministry of Economic Development.

***

The AGM approved the appointment of CJSC PriceWaterhouseCoopers Audit as its auditor.


***

The AGM resolved to pay remuneration to members of the Board of Directors for the period from June 29, 2012 to April 18, 2013 and from April 19, 2013 to June 28, 2013 in accordance with the Regulations on Remuneration of the Board of Directors of RusHydro.


According to applicable regulations on remuneration of 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 AGM approved 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 AGM and the Board of Directors.


***

The AGM approved 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 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” effective from February, 2013.


***

The AGM approved 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[2] 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.



[1] Positions are indicated as of the date of election to the Board of Directors

[2] 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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