Results of the Board of Directors on May 15, 2014
JSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on May 15, 2014, to address issues related to the Annual General Meeting of Shareholders (AGM).
The Board of Directors resolved to convene the AGM on June 27, 2014 at the following address: Dubrovinsky str., 43, bld. 1, 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 26, 2014[i].
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: www.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 2013 Annual General Meeting of Shareholders:
The Board of Directors preliminary approved the Company’s 2013 Annual Report and annual accounting statements.
The Board of Directors has preliminarily approved and recommended to the AGM the following distribution of profit for 2013 (in RUB):
The Board of Directors recommended that the AGM approves dividend payment in the amount of RUR 0.01358751 per share.
The dividend record date is July 8, 2014.
The Board of Directors recommended to the AGM JSC PriceWaterhouse Coopers Audit as the auditor of RusHydro.
RusHydro has previously carried out a tender to select the Company’s auditor for 2012-2014 to audit the Company’s accounting statements under RAS and IFRS. PWC Audit has won the tender.
The Board of Directors recommended the AGM to approve remuneration of the members of the Board of Directors based on their performance from June 28, 2013 to June 27, 2014 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 officials. 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 by each member.
The Board of Directors recommended that the AGM approves the amended Articles of Association of RusHydro.
The amended Articles of Association reflect recent changes in the Russian Federal Law on Joint Stock Companies as well as changes related to registration of the report on additional issue of shares (registered by the Bank of Russia on December 26, 2013) and are aimed at securing the rights and legitimate interests of the Company’s shareholders. The amended document also includes change of the Company’s legal address.
RusHydro’s new legal address is: Dubrovinsky str., 43, bld. 1, Krasnoyarsky Krai, Krasnoyarsk, 660017, Russia.
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 document should be amended due to changes in the Russian Federal Law on Joint Stock Companies as well as approval of the amended Articles of Association of the Company.
The Board of Directors recommended that the AGM approves termination of RusHydro’s participation in Siberian Energy Association (SEA).
In the recent years the Association has not been cooperating with RusHydro in Siberian federal district. The Board of Directors recommended to AGM to terminate RusHydro’s membership in Association and decrease payments of fees to non-commercial organizations.
The Board of Directors determined that the price of share pledge and subsequent share pledge agreements of 27.12.2010 and 22.08.2011 as well as guarantee agreement of 22.08.2011 between RusHydro and Vnesheconombank, qualified as interested party transactions, doesn’t change due to signing the addendums to these agreements (the price of share pledge, subsequent share pledge agreements approved by the EGM on October 27, 2010 amounts to RUB 7,000) and together with interrelated transactions exceeds 2% of book value of the Company’s assets.
These agreements were signed in order to perform the obligations under credit agreement between JSC Boguchanskaya HPP and Vnesheconombank signed in December 2010 to finance the construction of the Boguchanskaya HPP. After Vnesheconombank approved the extension of commissioning of the Boguchanskaya HPP, drawdown period under the loan agreement had been prolonged to September 30, 2014. These amendments are included in the addendum No.4 to the credit agreement.
The Board of Directors determined the price limit of the credit facility agreement between RusHydro and Sberbank of Russia, including the addendum No. 2 to the agreement, and recommended that the AGM approves this addendum, qualified as interested party transaction.
In November 2011, RusHydro secured a 2-year loan in the amount of RUB 40 bn from Sberbank of Russia. In November 2013, the Company partially repaid the loan in the amount of RUB 20 bn, raised through placement of bonds of series 07 and 08 in February 2013. The addendum No. 2 provides for refinancing current liabilities as well as extension of credit repayment period for 7 years till November 17, 2020.
The Board of Directors set a formula to determine the price limit of the agreements between RusHydro and VTB Bank, qualified as interested party transactions, including:
The structure of loans approved by the Board of Directors allows RusHydro to secure the credit facilities to finance the Company’s current investment and financial activities in the shortest possible terms when the credit funds are required and in case of favorable offer received from the Bank.
The Board of Directors recommended that the AGM approves the credit agreement (-s) as well as guarantee agreement (-s) to secure performance of obligations of companies included in the list of affiliates of RusHydro as of March 31, 2014, under their credit facilities secured from the Bank, qualified as interested party transactions that might be made by RusHydro in the future.
The Board of Directors recommended that the AGM approves the liability and financial risk insurance agreement for Directors, Officers and Companies between RusHydro and Ingosstrakh Insurance Company, qualified as an interested party transaction.
The subject of the agreement is Directors and Officers liability (D&O) insurance that protects the company, its subsidiaries and managers from claims which may arise from the decisions and actions taken within the scope of their regular duties.
According to the Insurance Regulations of RusHydro approved by the Board of Directors on May 23, 2011, the Company is required to sign such agreement.
[i] In accordance with the Federal law No. 282-FZ of December 29, 2013, from 2014 the dividend record date may not be earlier than 10 days, and may not be later than 20 days after, the date of the resolution of the general shareholders meeting approving the payment of the dividend.
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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