Notice of the Extraordinary General Meeting of Shareholders of RusHydro
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on November 11, 2015, to address issues related to the Extraordinary General Meeting of shareholders (EGM).
The Board of Directors resolved to convene the EGM in absentee vote on December 25, 2015.
The record date for EGM participation is November 23, 2015.
The voting ballots should be sent to the Registrar R.O.S.T. central office: POB 9, 18, Stromynka street, Moscow, Russia, 107996.
The shareholders may review the documents within 30 days prior to the EGM at the following locations:
The information also will be available on the Company's website at: www.eng.rushydro.ru.
The notification of the EGM will be published in Rossiyskaya Gazeta newspaper, as well as on RusHydro’s corporate website not later than 30 days prior to the date of EGM.
The Board of Directors appointed Maxim Zavalko, Deputy Head of corporate governance and property management department as Corporate Secretary of the EGM.
The Board of Directors approved the agenda for EGM:
1. Determining the amount, par value, class of shares and the rights attached to them.
2. Amendments to the Articles of Association.
3. Increase of the Company’s share capital.
4. Approval of share purchase agreement between RusHydro and VTB Bank, qualified as interested party transaction.
5. Approval of a forward contract between RusHydro and VTB Bank, qualified as interested party transaction.
6. Approval of the guarantee agreement with the Russian Federation, qualified as interrelated and interested party transactions.
7. Approval of guarantee agreement under bonds issue of RAO ES of the East, qualified as interrelated and interested party transactions.
The Board of Directors determined that:
On October 7 2015, the Board of Directors of RusHydro approved a mechanism of refinancing of RAO ES of the EAST debt through additional issue of RusHydro shares and raising equity capital from VTB Bank worth up to RUB 85 bn, resulting in the VTB obtaining a stake in RusHydro amounting up to 20% of the Company’s total capital.
RusHydro and VTB Bank plan to sign a 5-year forward contract on the newly issued shares with total value of RUB 85 bn. At the same time, VTB Bank intends to provide assistance to RusHydro in increasing its investment appeal, including through improved financial conditions as well as implement joint activity with the Company aimed at the search of strategic investors. RusHydro management must develop and approve Program of market capitalization growth and increase of investment appeal aimed at growth of shareholder value.
The Board of Directors recommended to the General Shareholder Meeting:
Total number of additional shares to be placed is calculated accounting for possible purchase of shares by existing shareholders in realization of their preemptive rights as well as possibility of consolidation of a number of energy assets by the Company.
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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