Results of the Annual General Meeting of shareholders of RusHydro
JSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces the results of the Annual General Meeting of shareholders (AGM) held today, June 27, 2014, in Krasnoyarsk.
The AGM approved the Company’s 2013 Annual Report and annual accounting statements.
The AGM approved the following distribution of profit for 2013 (in RUB):
The AGM resolved to pay dividends for 2013 in the amount of RUB 0.01358751 per share. The dividend will be paid from the Company’s net profit calculated under Russian Accounting Standards[i]. The dividend record date is July 8, 2014.
The AGM elected 13 members to the Board of Directors[ii]:
The AGM elected 5 members to the Company’s Audit Commission:
The AGM approved the appointment of CJSC PriceWaterhouseCoopers Audit as the Company’s auditor.
RusHydro has previously carried out a tender to select the auditor of RusHydro for 2012-2014 to audit the Company’s accounting statements under RAS and IFRS. PWC Audit has won the tender.
The AGM resolved to pay remuneration to 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 effective 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 AGM approved 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 AGM approved the amended Regulations on procedure for convening and holding the general meeting of shareholders.
The document should be amended to comply with changes in the Russian Federal Law on Joint Stock Companies as well as with the amended Articles of Association of the Company.
The AGM approved 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 AGM approved 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.
The AGM approved the Addendum No. 2 to share pledge agreement of 27.12.2010, Addendum No. 1 to subsequent share pledge agreement of 22.08.2011 and Addendum No. 1 to guarantee agreement of 22.08.2011 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transactions.
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 Extraordinary General Meeting of shareholders (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 the credit agreement between JSC Boguchanskaya HPP and Vnesheconombank signed in December 2010 to finance 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 AGM approved the addendum to credit facility agreement between RusHydro and Sberbank of Russia, qualified as interested party transaction.
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 through November 17, 2020.
The AGM approved potential future agreements between RusHydro and VTB Bank, qualified as interested party transactions.
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 general terms of loans/guarantees approved by the Board of Directors allows RusHydro to secure the credit facility(-ies)/provide guarantee(-s) to its subsidiaries in the shortest period of time on the best possible terms in case the Company requires credit resources to finance its current and/or investment activities and provided that VTB Bank submits the best financing proposal.
[i] The total amount of dividend is calculated as 25% of consolidated net profit under International Financial Reporting Standards.
[ii] Positions are indicated as of the date of election to the Board of Directors
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.