5 Jul 2011 07:15
July5th, 2011
Results of the Annual General Meeting of Shareholders
JSC RusHydro (ticker symbol: RTS, MICEX, LSE: HYDR; OTCQX: RSHYY) announces the results of the Annual General Meeting of shareholders (AGM) of RusHydro held on June 30, 2011.
Key highlights:
- AGM approves the dividend payment of RUR 0.00860091 per share for a total amount of RUR 2,497 mln for FY2010;
- AGM elected the new Board of Directors and Auditing Commission;
- AGM approved the increase of the authorized share capital by 100 bln shares and the corresponding amendments to the Company's Articles of association;
- AGM approved the issue of additional 89 bln shares;
- AGM approved the pricing parameters for a swap of shares between RusHydro and Inter RAO UES;
- AGM approved the transactions between RusHydro and VTB.
***
The AGM approved the Company's annual report, financial statement for the year ended 31, 2010.
The AGM approved the following distribution of profit for 2010 and the payment of dividend of RUR 0.00860091 per share:
| (in RUR) |
Undistributed profit | 37,962,948,537.35 |
Distributable to: | |
Reserve fund | 1,898,147,426.87 |
Accumulation fund | 33,567,933,694.57 |
incl.: funding of innovations | 1,094,604,659.55 |
Dividends | 2,496,867,415.91 |
Settlement of past losses | - |
The dividend is to be paid from net profit calculated on the basis of Russian accounting standards.
***
The AGM elected 13 candidates to the Board of Directors:
1. Beloborodov Sergei Sergeevich, General Director, LLC Gazenergoprom;
2. Danilov-Danilyan Viktor Ivanovich, Director, Water Engineering Institute, Russian Academy of Sciences;
3. Dod Evgeny Vyacheslavovich, Chairman of the Management Board, JSC RusHydro;
4. Zimin Viktor Michailovich, Chairman of the Government, Republic of Khakassia;
5. Kovalchuk Boris Yuryevich, Chairman of the Management Board, JSC Inter RAO UES;
6. Kudryavy Viktor Vasilievich, Advisor to President, CJSC Eurocement group;
7. Kurtser Grigory Markovich, President, JSC Russian Regional Development Bank;
8. Lebedev Viktor Yuryevich, Deputy Director of the Department, Ministry of Economic Development and Trade of the Russian Federation;
9. Malyshev Andrey Borisovich, Deputy General Director, State Corporation Rosnanotech;
10. Poluboyarinov Mikhail Igorevich, Director of Infrastructure Department, State Corporation Vnesheconombank;
11. Tatsiy Vladimir Vitalyevich, First Vice President, JSC Gazprombank
12. Sharipov Rashid Ravelevich, Deputy General Director, JSC KFK-Consult
13. Shishin Sergey Vladimirovich, Senior Vice President, JSC VTB Bank
***
Shareholders also elected the following candidates to the Company's Auditing committee:
1. Gorevoy Dmitry Michailovich, Lead Adviser of the Department, Ministry of Economic Development and Trade of the Russian Federation;
2. Kolyada Andrey Sergeevich, Deputy Head of section, Rosimushchestvo;
3. Litvinova Elena Yurievna, Senior Specialist, Rosimushchestvo;
4. Tikhonova Maria Gennadyevna, Director of the Department, Ministry of Energy of the Russian Federation;
5. Yugov Alexander Sergeevich, Deputy Head of section, Rosimushchestvo.
***
The AGM approved the appointment of HLB Vneshaudit as the auditor to audit RusHydro's 2011 financial statements under Russian accounting standards.
***
The AGM resolved to pay remuneration to members of the Board of Directors for the period from June 30th, 2010 to June 30th, 2011 in accordance with the Regulations on Remuneration of the Board of Directors of RusHydro.
***
The AGM resolved that RusHydro has the right to place additional 100,000,000,000 uncertified registered ordinary shares with a par value of RUB 1 per share for a total amount of RUB 100,000,000,000 (authorized shares).
***
The AGM approved the increase of the Company's charter capital by placing additional registered ordinary shares for a total of 89,000,000,000 shares with a par value of RUB 1 each. The placement should be conducted via open subscription. Shares can be paid with cash or non-cash assets. The following of non-cash assets will be accepted as payment for RusHydro shares:
- JSC Boguchanskaya HPP
- JSC Geotherm
- JSC Zaramagskie HPPs
- JSC KamGEK
- JSC Kolymaenergo
- JSC Pavlodol'skaya HPP
- JSC Ust'-Srednekanskaya HPP
- JSC RAO Energy Sytems of East
- JSC Sakhalin energy company
- JSC Yakutskenergo
- JSC DEK
- 5 dams of Bratskaya, Ust'-Ilimskaya and Irkutskaya hydropower plants.
***
The AGM approved the Company's amended Articles of Association. A new version of the Articles of Association was developed in light of the most recent changes in Russian laws on Joint Stock Companies with a focus on securing the rights and lawful interests of corporate shareholders. In particular, the new version of the Charter contemplates a reduced dividend payment period (from 120 to 60 days after the decision is made), a change in the postal code and updating the definition of the Board of Directors' competencies, the possibility to hold shareholders' meetings at the Company's branches locations.
***
The AGM approved the amended Regulations on convening of the Board of Directors meetings.
***
The AGM approved the transaction to purchase of Inter RAO UES from addition issue payable by OGK-1 shares held by RusHydro.
***
Shareholders also approved the exchange agreement for RusHydro and Irkutskenergo shares concluded between RusHydro and Inter RAO UES qualified as an interested-party transaction.
Under this transaction, RusHydro shall exchange 29,998,136,646 ordinary registered uncertified shares with a par value of RUB 1 per share for 1,906,723,080 ordinary registered shares of Irkutskenergo with a par value of RUB 1 held by INTER RAO UES. The exchange rate is 15.7328229571753 RusHydro shares for 1 share of Irkutskenergo.
***
The AGM also approved a number of related-party transactions to be concluded between the Company and JSC VTB Bank. Among them:
- approval of the agreement/related agreements of deposit of cash assets;
- approval of the transaction/related transactions to established the minimum required surplus of cash assets on bank account(s);
- approval of transaction/related transactions of overdraft credit facility;
- approval of the agreement/related agreements of loan facility;
- approval of the agreement/related agreements to provide a loan;
- approval of the agreement/related agreements to issue the bank guarantee;
- approval of the agreement/related agreements for letter of credit;
- approval of the agreement/related agreements to provide the remote banking services.
For more information:
JSC RusHydro, Investor Relations Department
Tel. +7 (495) 225-3232 ext. 1319, 1394, 1607
ir@rushydro.ru
DISCLAIMER
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.