13.05.2015
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Notice of the Annual General Meeting of Shareholders of RusHydro

JSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting on May 12, 2015, to address issues related to the Annual General Meeting of Shareholders (AGM).


Key highlights:

  • AGM to be held on June 26, 2015 in Krasnoyarsk;
  • Record date for AGM participation – May 25, 2015;
  • Board of Directors recommends paying dividends in the amount of RUB 0.01561855 per share;
  • Dividend record date – July 7, 2015.

***

The Board of Directors resolved to convene the AGM on June 26, 2015 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 25, 2015[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:

  • Moscow, 7 Malaya Dmitrovka Street (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 800 333 8000 /+7 (495) 225-3232; +7 (800) 333-8000 ext. 1824; 1025; mail receipt/delivery: ext. 1832, 4185;
  • Moscow, 18/13 Stromynka Street; JSC R.O.S.T., Company's registrar (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 (495) 771-7336;
  • Krasnoyarsk, Dubrovinsky str., 43, bld. 1, (on working days from 10:00 a.m. to 6:00 p.m., local time); telephone: +7 (913) 031-7104;

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 appointed Maxim Zavalko, Deputy Head of corporate governance and property management department as Corporate Secretary of AGM.


***


The Board of Directors approved the agenda for the 2014 Annual General Meeting of Shareholders:

  1. Approval of the Company’s 2014 Annual Report.
  2. Approval of the Company’s 2014 annual accounting statements.
  3. Distribution of profit for 2014.
  4. Dividend payment for 2014 and determination of dividend record date.
  5. Remuneration of the Board of Directors (Supervisory Board) members (non-government officials) in the amount determined by the internal documents of the Company.
  6. Election of members to the Board of Directors of RusHydro.
  7. Election of members to the Audit Commission.
  8. Approval of the Company's auditor.
  9. Approval of the amended Articles of Association of the Company.
  10. Approval of the amended Regulations on convening and holding the general meeting of shareholders of RusHydro.
  11. Approval of the amended Regulations on convening and holding the Board of Directors’ meetings.
  12. Approval of the amended Regulations of the Company’s Audit Commission.
  13. Approval of the amended Regulations of the Company’s Management Board.
  14. Approval of the amended Regulations on remuneration of the Board of Directors.
  15. Approval of the amended Regulations on remuneration of the Company’s Audit Commission.
  16. On RusHydro’s participation in non-commercial partnership Russian-Chinese Business Council (RCBC).
  17. Approval of the Company’s interested-party transactions.

***


The Board of Directors preliminary approved the Company’s 2014 Annual Report and annual accounting statements.


***


The Board of Directors has preliminarily approved and recommended to the AGM the following distribution of profit for 2014 (in RUB):


Retained profit for the reporting period

30,729,255,631.93

Reserve fund

1,536,462,781.60

Accumulation fund

23,160,042,559.17

Dividends

6,032,750,291.16


The Board of Directors recommended that the AGM approves dividend payment in the amount of RUB 0.01561855 per share.


The dividend record date is July 7, 2015.


***


The Board of Directors recommended to the AGM JSC PriceWaterhouse Coopers Audit as the auditor of RusHydro’s 2015 accounting statements.


***


The Board of Directors recommended the AGM to approve remuneration of the members of the Board of Directors based on their performance from June 27, 2014 to June 26, 2015 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 were developed in compliance with the recent changes in the Russian Civil Code and corporate governance practice and are aimed at securing the rights and legitimate interests of the Company’s shareholders.


***


The Board of Directors recommended that the AGM approves the amendments to the following documents:

  • Regulations on convening and holding the general meeting of shareholders of RusHydro;
  • Regulations on convening and holding the Board of Directors’ meetings;
  • Regulations of the Company’s Audit Commission;
  • Regulations of the Company’s Management Board;
  • Regulations on remuneration of the Company’s Audit Commission;
  • Regulations on remuneration of the Board of Directors.

The amended documents reflect recent changes in the Russian legislation, Russian Civil Code and had been developed in compliance with corporate governance practice and the amended Articles of Association of RusHydro.


***


The Board of Directors recommended that the AGM approves RusHydro’s participation in non-commercial partnership Russian-Chinese Business Council (RCBC) under the folloving terms:

  • entry fee in the amount of RUB 750,000;
  • the amount of membership fees is determined by the Annual General Meeting of participants of NP RCBC.

An agreement on establishment of the Russian-Chinese Business Council (RCBC) was signed on October 14, 2004 during the official visit of the President of the Russian Federation Vladimir Putin to the People’s Republic of China. RCBC was founded to promote joint economic projects both in Russia and China and to facilitate cooperation between Russian and Chinese business community. Currently RCBC unites more than 100 largest Russian and Chinese enterprises, companies and business associations. The mission of RCBC is to facilitate direct contacts between Russian and Chinese entrepreneurs, to implement joint projects, to protect mutual investments and to settle any corporate disputes. Currently, RCBC supports implementation of 27 large-scale Russian-Chinese projects in total amount of over USD 8.9 bn.


***


The Board of Directors recommended that the AGM approves the liability and financial risk insurance agreement for Directors, Officers and Companies between JSC RusHydro and JSC SOGAZ, 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 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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