19 May 2010 15:20
19 May 2010
Information disclosure
Statement of facts that may have material effect on the value of the Company's securities
Resolutions of the Board of Directors
1. Date of JSC Board of Directors' meeting that carried the relevant resolution: 17.05.2010
2. Date of compilation and number of the minutes of JSC Board of Directors' meeting that carried the relevant resolution: 19.05.2010, No.98
3. Content of the resolution carried by JSC Board of Directors:
Item: Approval of the agenda of the Annual General Meeting of Shareholders.
Resolution:
Approve the agenda of the Company's Annual General Meeting of Shareholders for the 2009 performance:
1) on approval of the annual report, annual accounting statements, including the Company's profit and loss statement, and on distribution of the Company's profits (including payment of dividends) and losses based on the 2009 fiscal year performance;
2) on approval of the revised version of the Company's Articles of Association;
3) on approval of the revised version of the Company's Regulations on Convening and Holding of a General Meeting of Shareholders;
4) on the procedure for payment of fees to the members the Company's Board of Directors;
5) on approval of the Company's Auditor;
6) on election of members to the Company's Audit Commission;
7) on election of members to the Company's Board of Directors.
Item: Issues related to the calling, preparing and holding of the Annual General Meeting of Shareholders.
Resolution:
1.1. Determine the date of the Company's Annual General Meeting of Shareholders ("the Meeting") - June 30, 2010.
1.2. Determine the time of the Meeting - 02:00 pm (local time).
1.3. Determine the time for beginning the registration of the Meeting attendees - 10:00 am (local time).
1.4. Determine the place of the Meeting - Russian Federation, Krasnoyarsk Territory, Krasnoyarsk, pr.Mira, 2b.
1.5. Determine the date of compiling a list of persons eligible to attend the Meeting - May 19, 2010.
1.6. Determine that information (materials) provided to persons eligible to attend the Meeting should be:
- annual accounting statements, including the opinions of the Auditor and the Audit Commission on audited annual accounting statements;
- Company's 2009 Annual Report;
- Audit Commission's opinion on reliability of the data contained in the Company's Annual Report;
- evaluation of the Auditor's opinion on the Company's 2009 financial (accountings) statements, prepared by the Audit Committee at the Company's Board of Directors;
- Board of Directors' recommendations on distributing the Company's profits and losses based on the fiscal year performance;
- Board of Directors' recommendations on the size of a dividend on the Company's shares and the dividend payment procedure;
- information on candidates for the Company's Board of Directors;
- information on candidates for the Company's Audit Commission;
- information on whether or not the nominees for the Board of Directors and the Audit Commission have given their written consent;
- information on the candidacy for the Company's Auditor;
- Company's current Articles of Association (as altered and amended);
- draft revised version of the Company's Articles of Association;
- Company's current Company's Regulations on Preparation and Holding of a General Meeting of Shareholders;
- draft revised version of the Company's Regulations on Preparation and Holding of a General Meeting of Shareholders;
- current Regulations for Payment of Fees and Remunerations to the Members of the Company's Board of Directors;
- draft revised version of the Regulations for Payment of Fees and Remunerations to the Members of the Company's Board of Directors;
- draft regulations of the Meeting on the agenda items.
1.7. Determine that individuals eligible to attend the Meeting may familiarize themselves with the Meeting information (materials) at the Meeting place (on the Meeting date) as well as during the period from June 9 through 30, 2010, from 10:00 am to 06:00 pm (Moscow Time) at:
- Moscow, Arkhitektora Vlasova Str., 51, RusHydro OJSC;
- Moscow, Bolshaya Pochtovaya Str., 34, bldg. 8, Central Moscow Depositary OJSC;
- on the Company's website at www.rushydro.ru.
1.8. Approve the form and text of the Meeting announcement.
1.9. Publish the Meeting announcement in the Vedomosti newspaper and post it on the Company's website at www.rushydro.ru before or on May 30, 2010.
1.10. Approve the form and text of the voting bulletins for the Company's Annual General Meeting.
1.11. Determine that the bulletins for voting on the Meeting agenda items shall be sent by registered mail or delivered by hand to each of the individuals eligible to attend the Meeting, not later than June 9, 2010.
1.12. Determine that completed voting bulletins may be sent to the following mailing address:
- 105082 Moscow, Bolshaya Pochtovaya Str., 34, bldg. 8, Central Moscow Depositary OJSC.
1.13. Determine that, when determining a quorum and counting the votes, account must be taken of the votes represented by the voting bulletins received at the address as specified in par.1.12 of this resolution before or on June 28, 2010.
1.14. Elect Yulia V. Smirnova, Director of RusHydro OJSC Corporate Management Department, as the Company's Secretary.
Item: Recommendations on the size of dividends shares and the dividend payment procedure based on the 2009 performance
Resolution:
Recommend that the Company's Annual General Meeting adopt the following resolution on the payment of dividends based on the 2009 performance:
No dividends will be paid on the Company's common shares based on the 2009 performance.
JSC RusHydro Member of the
Management Board E.E. Gorev
(pursuant to the power of attorney No.2576 of 24.11.2009)