29.06.2012
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Results of the Annual General Meeting of Shareholders of RusHydro

JSC RusHydro (ticker symbol: MICEX-RTS, LSE: HYDR; OTCQX: RSHYY) announces the results of the Annual General Meeting of shareholders (AGM) that was held today, June 29, 2012, in Krasnoyarsk.

 

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The AGM approved the annual report and financial statements for 2011 financial year. Shareholders approved the profit distribution and payment of RUR 0.00789317 per share of dividend.

 

Profit distribution for FY2011

RUR

Profit for the period

30 621 650 176,71

Distribute as follows

 

Reserve fund

1 531 082 508,84

Accumulation fund (including remuneration to the Board of Directors)

26 590 567 616,51

    Including: Innovations development funding

1 004 999 948,62

Dividend

2 500 000 051,36

Settlement of past losses

0,00


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The AGM elected 13 members to the Board of Directors [1]:

 

1. Dod Evgeny Vyacheslavovich, Chairman of the Management Board, JSC RusHydro;

2. Tatsiy Vladimir Vitalyevich, First Vice President, JSC Gazprombank;

3. Zimin Viktor Michailovich, Chairman of the Government, Republic of Khakassia;

4. Ayuev Boris Iliych, Chairman of the Management Board, JSC System Operator of UES;

5. Danilov-Danilyan Viktor Ivanovich, Director, Water Engineering Institute, Russian Academy of Sciences;

6. Kurtser Grigory Markovich, President, JSC Russian Regional Development Bank;

7. Shishin Sergey Vladimirovich, Senior Vice President, JSC VTB Bank;

8. Kovalchuk Boris Yuryevich, Chairman of the Management Board, JSC Inter RAO UES;

9. Tugolukov Evgeny Alexandrovich, Director, Russing Holdings Pte. Ltd;

10. Sharipov Rashid Ravelevich, Deputy General Director, JSC KFK-Consult;

11. Malyshev Andrey Borisovich, Deputy General Director, State Corporation Rosnanotech;

12. Shelkov Mikhail Evgenyevich, Deputy General Director, LLC Obyedinennye Investitsii;

13. Poluboyarinov Mikhail Igorevich, Deputy Chairman, Vneshekonombank.

 

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The AGM elected the following candidates to the Company's Auditing committee:

 

1. Adelya Vyaseleva, Deputy Department Head in the Russian Ministry of Economic Development;

2. Dmitry Gorevoy, Department Head in the Russian Ministry of Economic Development;

3. Anna Drokova, Deputy Department Head in the Federal Property Management Agency;

4. Elena Litvina, Department Head in the Federal Property Management Agency;

5. Alan Khadziyev, Department Head in the Russian Ministry of Energy.

 

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The AGM approved the appointment of CJSC PriceWaterhouseCoopers as its auditor.

 

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The AGM resolved to pay remuneration to members of the Board of Directors for the period from June 30th, 2011 to June 28th, 2012 in accordance with the Regulations on Remuneration of the Board of Directors of RusHydro.

 

In accordance with the Regulations, the remuneration is not paid to members of the Board who are either in the Management Board of the company or government officials. The amount of remuneration to each Board member was determined based on the number of attended Board meetings.

 

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The AGM approved amended and re-stated Articles of Association. The Articles of Association, amended to reflect recent changes in the Russian Federal Law on Joint Stock Companies, is aimed at securing the rights and legitimate interests of the Company's shareholders. In particular, the new version of the Articles of Association defines the competence of the Board of Directors in accordance with applicable Russian law and replaces Izvestia newspaper with Rossiyskaya Gazeta as the print medium to publish announcements of general meetings of Shareholders and their results. In addition, the amended Articles of Association include changes made by the Board of Directors in relation to the liquidation of the Igranayskaya HPP, a branch of RusHydro.

 

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The AGM approved the amended and re-stated Regulations on the procedure for convening and holding the general meeting of shareholders.

 

The need to approve a new version of this document results from changes made to the Articles of Association relating to the change in the print medium for publishing announcements of the general meetings of shareholders and their results.

 

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The Board of Directors approved the liability and financial risk insurance agreement for Directors, Officers and the Company with Ingosstrakh Insurance Company which is an interested party transaction. In addition, the Board of Directors recommended that the AGM states the service price (monetary value) under the agreement at USD 222,000 at the rate of the Bank of Russia as of the payment date. No VAT was assessed.

 

Under this agreement, RusHydro will pay the insurance premium and Ingosstrakh will pay insurance compensation for any insurance event under the agreement and applicable law. The agreement is valid through December 31, 2012.

 

The agreement is based on the requirements of RusHydro's Insurance Regulations, as approved by the Board of Directors May 23, 2011 and the order of First Deputy Russian Prime Minister Igor Shuvalov September 29th, 2011, on gradual liability insurance for Board of Directors members.

 

[1] Positions are indicated as of the date of nomination 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. One 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 and rapid technological and market changes in our industries, as well as many other risks specifically related to RusHydro and its operations.
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