Results of the Board of Directors on December 24, 2012
JSC RusHydro (ticker symbol: MICEX-RTS, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on December 24, 2012.
The Board of Directors noted results of RusHydro’s 2012 business-plan execution as of 9 months of 2012 (including report on implementation of investment program, comprising report on implementation of generating facilities modernization program for 9 months of 2012).
Electricity generation and output by RusHydro’s power plants for the 3rd quarter of 2012 totaled 86.1% and 86.5%, for 9 months of 2012 – 98.0% and 98.5% of the planned volumes respectively. The slight decrease was a result of unfavorable hydrological conditions and regimes allowed by the Federal Water Resources Agency.
Financing of investment program for 9 months of 2012 amounted to RUR 68.21 bn (including VAT). Financing of rehabilitation and modernization projects for 9 months of 2012 amounted to RUR 24.25 bn (including VAT).
The Board of Directors approved report on execution of the Company’s KPIs in the third quarter of 2012.
The Board of Directors approved RusHydro’s procurement plan for 2013.
Earlier the procurement plan was recommended for approval by the management of the Company.
The Board of Directors approved inclusion of financing of the ‘Alania’ football club in the Company’s charitable and sponsor activities plan for 2012.
The Board of Directors approved the guarantee agreements with European Bank for Reconstruction and Development (EBRD) and Asian Development Bank.
RusHydro is a guarantor under the loan agreement between RusHydro’s subsidiary, International Energy Corporation (owner of the Sevan-Hrazdan cascading power plants in Armenia), and EBRD and the loan agreement between International Energy Corporation and Asian Development Bank. The credit limit of each 16 years loan agreement is USD 25 mn.
According to disclosure requirements, the full information regarding the parties and terms of these transactions can be disclosed only after they’re complete.
The Board of Directors considered but did not make a decision on the following transactions, qualified as interested party transactions according to the Federal Law on Joint Stock companies:
The decisions on these transactions were not made due to non-participation of the following members of the Board of Directors meeting: Vladimir Tatsiy, Boris Kovalchuk, Grigory Kurtser, Mikhail Shelkov, Sergey Shishin.
According to the requirements of the Federal Law on Joint Stock companies, interested party transaction must be approved by the majority of independent members of the Board disinterested in this transaction. A number of members of RusHydro Board of Directors are members of the management bodies of other state companies RusHydro plans to make an agreement with. To approve the transaction it is necessary to have the votes of the independent directors disinterested in this transaction.
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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