OREANDA-NEWS. June 29, 2015. JSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces the results of the Annual General Meeting of shareholders (AGM). 

Key highlights:
  • AGM approved dividend payment in the amount of RUB 0.01561855 per share;
  • AGM elected 13 members of the Board of Directors;
  • AGM elected 5 members to the Company’s Audit Commission
  • AGM approved amendments to the Articles of Association and other Regulations;
  • AGM approved participation of RusHydro in Non-Commercial Partnership Russian-Chinese Business Council (RCBC).

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The AGM approved the Company’s 2014 Annual Report and annual accounting statements.

The AGM approved the following distribution of profit for 2014 (in RUB):

Retained profit for the reporting period

30,729,255,631.93

Reserve fund

1,536,462,781.60

Accumulation fund

23,160,042,559.17

Dividends

6,032,750,291.16

The AGM resolved to pay dividends for 2014 in the amount of RUB 0.01561855 per share. The dividend record date is July 7, 2015.

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The AGM elected 13 members to the Board of Directors:

  • Artem Avetisyan, ‘New business’ division, Agency for Strategic Initiatives to Promote New Projects;
  • Evgeny Dod, Chairman of the Management Board – General Director, JSC RusHydro;
  • Viktor Zimin, Chairman of the Government, Republic of Khakassia;
  • Sergey Ivanov, General Director, JSC Russian Energy Company;
  • Vyacheslav Kravchenko, Deputy Minister of Energy of the Russian Federation;
  • Denis Morozov, Director from the Russian Federation in the Board of Directors of European Bank for Reconstruction and Development (EBRD);
  • Alexander Osipov, First Deputy Minister of Development of the Far East of Russia;
  • Vyacheslav Pivovarov, President, Altera Capital;
  • Yuri Trutnev, Deputy Prime Minister and Presidential Plenipotentiary Envoy to the Far Eastern Federal District;
  • Maxim Bystrov, Chairman of the Management Board, NP Market council, JSC TSA;
  • Larisa Kalanda, Vice President, JSC Rosneft, acting General Director, OJSC ROSNEFTEGAZ;
  • Sergey Shishin, Senior Vice-President, VTB Bank;
  • Andrey Shishkin, Vice President, JSC Rosneft.

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The AGM elected 5 members to the Company’s Audit Commission:

  • Natalya Annikova, First Deputy General Director for Finance and Economics of JSC Construction Department No. 308.
  • Denis Kant Mandal, Deputy Head of Department at the Federal Property Management Agency;
  • Igor Repin, Deputy Executive Director, Investor protection association;
  • Andrei Kharin, Deputy Head of department, Ministry of Energy of Russia;
  • Vladimir Khvorov, Senior Expert of department at the Ministry of Economic Development of Russia.

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The AGM approved the appointment of CJSC PriceWaterhouseCoopers Audit as the Company’s auditor for 2015.

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The AGM resolved to pay remuneration to the members of the Board of Directors based on their performance from June 27, 2014 to June 26, 2015 in the amount and under the procedure set in the Regulations on remuneration to members of the Board of Directors of RusHydro.

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The AGM approved the amended Articles of Association of RusHydro. 

The amended Articles of Association reflect recent changes in the Russian Civil Code as well as established corporate governance practice and are aimed at securing the rights and legitimate interests of the Company’s shareholders.

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The AGM approved the new version of the following internal documents:

  • Regulations on procedure for convening and holding the general meeting of shareholders;
  • Regulations on procedure for convening and holding meetings of the Board of Directors;
  • Regulations on the Audit Commission;
  • Regulations on the Management Board;
  • Regulations on remuneration and reimbursement to members of the Board of Directors;
  • Regulations on remuneration and reimbursement to members of the Audit Commission.

The requirement to amend these documents arises from changes in the legislation, changes in the Civil Code of the Russian Federation; establish corporate governance practice and adoption of amended version of the Company’s Articles of Association.

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The AGM approved participation of the Company in Non-Commercial Partnership Russian-Chinese Business Council (RCBC) under the following terms:

  • Entry contribution for 2015 in the amount of RUB 750,000;
  • Further size, procedure and schedule of membership fee and once-through contributions to be determined by the Annual general meeting of RCBC.

An agreement on establishing of the Russian-Chinese Business Council (RCBC) was signed on October 14th, 2004 during official visit of the President of the Russian Federation Vladimir Putin to the People’s Republic of China.

RCBC was founded to promote joint economic projects both in Russia and China and to facilitate cooperation between Russian and Chinese business community.

The Russian chapter of RCBC unites more than 50 largest Russian companies and business associations, conducting business with China. The Chinese chapter operates under the aegis of the Committee of International Trade Development Assistance and includes 40 largest Chinese companies.

The mission of RCBC is to facilitate direct contacts between Russian and Chinese entrepreneurs, to implement joint projects, to protect mutual investments and to settle corporate disputes.

At the present moment 27 large-scale Russian-Chinese projects are being implemented with direct support of RCBC with total worth of 8.9 billion dollars.

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The AGM approved the liability and financial risk insurance agreement for Directors, Officers and Companies between RusHydro and OJSC SOGAZ, qualified as an interested party transaction.

The subject of the agreement is Directors and Officers liability (D&O) insurance that protects the company, its subsidiaries and managers from claims which may arise from the decisions and actions taken within the scope of their regular duties.

The Company is required to sign such agreement in order to comply with the Insurance Regulations of RusHydro.