10.06.2009
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The Annual General Meeting of Shareholders of JSC RusHydro is held

The regular Annual General Meeting of Shareholders of JSC RusHydro was held on 10 June 2009.

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The General Meeting of RusHydro Shareholders approved the Company's annual report, annual financial statements, including the profit and loss statement, of the Company, and the distribution of the profits (losses) of the Company for the 2008 financial year.

 

Distribution of the Company's profits (losses) for the 2008 financial year

thousand roubles

Undistributed profits (losses) of the reporting period:

16 450 238.482

Distribute to:       Reserve fund

822 511.924

                         Accumulation fund

15 627 726.558

                         Dividends

0

                         Repayment of previous years' losses

0

 

 

The General Meeting of RusHydro Shareholders adopted a resolution not to pay out dividends on ordinary shares in the Company for 2008.

 

The source of dividend payment is the Company's aftertax earnings (net profits).

 

A resolution of the Company Board of Directors (Minutes No. 55 of 19 May, 2008) approved the Regulations on the Dividend Policy of JSC RusHydro. In accordance with the Regulations, the Company allocates at least 5% of its consolidated net profits for payment of dividends based on the results of the financial year.

 

In 2008, the net profits of JSC RusHydro amounted to 16 450 238 000 roubles and shall be distributed as follows:

  • to the reserve fund (mandatory deductions in the amount of 5% of the net profits in accordance with Russian Federation law) - 822512000 roubles;
  • to investment in the volume of the Target Investment Funds envisaged in the tariff (in accordance with the Regulations on the Dividend Policy of the Company, profit allocation for investment purposes in the volume of the target investment funds out of profits, as envisaged in the Company's tariff, for financing target investment projects shall be a priority and may not be replaced by dividend payments) - 15179453000 roubles (out of these funds, 12327454000 roubles were used in 2008 in advance and the remaining amount of 2851999000 roubles is suggested to be allocated to the accumulation fund for financing the 2009 investment programme);
  • the remaining net profits amount to 448274000 roubles.

Under the conditions of the financial and economic crisis, indeterminate forecasts of energy consumption, market price fluctuations and the extent to which payments will be made for electricity and capacity, however, no dividends are to be paid for 2008 and 448 274 000 roubles are to be allocated to the accumulation fund. At the same time, the money in the accumulation fund is proposed to be distributed on the basis of a separate resolution of the Board of Directors of the Company.

 

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The General Meeting of RusHydro Shareholders approved Closed Joint-Stock Company PriceWaterhouseCoopers Audit as the Company's auditor.

 

In accordance with article 5 of Federal Law dated 30 December, 2008 No. 307-FZ On Auditing, organisations with a stated-owned stake in the authorised equity capital of at least 25% are to conclude contracts for performance of mandatory audits of their financial statements on the basis of open bidding in the manner envisaged by Federal Law dated 21 July, 2005 No. 94-FZ On placement of orders for provision of goods, performance of works and rendering of services for state and municipal purposes.

 

Closed Joint-Stock Company PriceWaterhouseCoopers Audit was recognised as the winner of the open tender.

 

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The General Meeting of Shareholders of JSC RusHydro approved the new version of the Regulations on Payment of Remuneration and Compensation to members of the Company Board of Directors.

 

The new version envisages a reduction in the remuneration to be paid to members of the Board of Directors for participating in meetings of the Board of Directors from 10 to 5 minimum monthly tariffs of a class one workers as well as abolition of remuneration in the event of an increase in the amount of the Company's market capitalisation.

 

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The General Meeting of Shareholders of JSC RusHydro adopted a resolution to increase the authorised equity capital of the Company by placing additional ordinary registered shares numbering 19 000 000 000 (nineteen billion) with a nominal value of 1 (one) rouble each, to an aggregate nominal value of 19 000 000 000 (nineteen billion) roubles;

  • Placement method - open subscroption;
  • The placement price of the additional shares (including to persons included on the list of those enjoying the pre-emptive right to acquire the additionally placed shares) - at the price determined by the Board of Directors of the Company in accordance with articles 36 and 77 of the Federal law On Joint-Stock Companies;
  • Form of payment for the shares - cash, non-monetary funds. The list of property by which the securities may be paid for:

(1)     Shares in the following joint-stock companies:

JSC Boguchanskaya HPP;

JSC Geotherm;

JSC Zamaragskiye HPPs;

JSC KamGEK;

JSC Kolymaenergo;

JSC Pavlodolskaya Hydro-Electric Power Plant;

JSC Trest Gidromontazh;

JSC Ust-Srednekanskaya HPP;

(2)     Moveable assets and real estate used for production, transmission, dispatch, distribution, and sale of electric power, relating to the activities (including construction) of the hydro-electric power stations of the Cascade of HPPs (HPP-1, HPP-2, HPP-3) on the Tolmacheva River (Kamchatka Territory) and the 110 KV high-voltage line from Apacha to the SHPP on the Tolmacheva River (Kamchatka Territory), as well as property rights (including receivables) connected with the given activities;

  • Share payment procedure - the shares are to be paid for in full on their placement;

The General Meeting of Shareholders of JSC RusHydro also approved the list of appraisers from among which an appraiser(s) will be engaged to determine the market value of property to be contributed in payment for the additional shares in the Company.

 

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The General Meeting of JSC RusHydro Shareholders elected the Board of Directors including the following 13 members:

  • SHMATKO, Sergei Ivanovich - Energy Minister of the Russian Federation
  • KHAMITOV, Rustem Zakiyevich - CEO, Federal Water Resources Agency
  • ZUBAKIN, Vasily Alexandrovich - Acting Chairman of the Management Board,
  • JSC RusHydro
  • BALLO, Anatoly Borisovich - Deputy Chairman of the Management Board,
  • JSC Vneshekonombank
  • BELOBORODOV, Sergei Sergeyevich - General Director, LLC Gazenergoprom Corporation
  • VAINZIKHER, Boris Feliksovich - Chairman of the Management Board of JSC TGK-1
  • VOLKOV, Eduard Petrovich - Executive Director, JSC Krzhizhanovsky Energy Institute
  • DANILOV-DANILYAN, Viktor Ivanovich - Director, Water Engineering Institute, RAS
  • MASLOV, Sergei Vladimirovich - President, JSC Saint Petersburg International Commodity Exchange
  • SEREBRYANNIKOV, Sergei Vladimirovich - Professor, SEIHVT Moscow Energy Institute (University of Technology)
  • SURIKOV, Oleg Vyacheslavovich - Director, Corporate Services Department, MMCNorilsk Nickel
  • TATSIY, Vladimir Vitalyevich - First Vice President, JSC Gazprombank
  • SHARONOV, Andrei Vladimirovich - Chairman of the Board of Directors, JSC IC Troika Dialog

The Board of Directors includes 4 independent directors nominated by the government: Boris Vainzikher, Victor Danilov-Danilyan, Sergei Serebryannikov, and Vladimir Tatsiy, and one representative of the minority shareholders - Oleg Surikov.

 

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The General Meeting of JSC RusHydro Shareholders elected the Auditing Committee of the Company with the following 5 members:

  • KOVALYOVA, Marina Alexandrovna - Section Head of a Department, Ministry of Power of Russia
  • KOLYADA, Andrei Sergeyevich - Chief Specialist-Expert of a Section, Rosimuschestvo Property Administration
  • TIKHONOVA, Maria Gennadievna - Section Head of a Department, Ministry of Power of Russia
  • GATAULIN, Denis Vladislavovich - Deputy Head of the Capital Management Department, JSC RusHydro
  • KOCHANOV, Andrei Alexandrovich - Head of Internal Audit and Risk Management Department, JSC RusHydro
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