Moscow. 2 July 2007. RAO "UES of Russia" has tallied the results of its Annual General Meeting held 26 June 2007 in Zelenograd, Moscow.
According to the vote tally, the shareholders who took part in the AGM (taking into account the preliminary registration carried out by ZAO Status Registration Company) held a total of 36,913,589,764 votes (equal to the number of ordinary shares held).
The AGM approved the Annual Report 2006 of RAO "UES of Russia", the annual financial statements, including the statement of operations (income statement), and allocation of profit and losses based on the performance for last year.
The Annual Report contains key information on the Company's operations, financial results, restructuring, the measures being taken to increase the UES reliability, and the RAO UES Investment Programme. The Annual Report was drawn taking into account the recommendations of the Investors Protection Association, Standard & Poor's and NP "RTS Stock Exchange".
According to the Company's financial statements, the revenues of RAO "UES of Russia" in 2006 made RUB40,297 million. The sales profit in 2006 totalled RUB33,507 million. The net income of RAO "UES of Russia" amounted to RUB745,088 million, taking into account results of the revaluation of the assets owned by RAO "UES of Russia".
The shareholders decided not to pay dividends in respect of 2006. This decision was taken because, after the revaluation of its investments in 2006, the Company posted a net income of RUB745,088 million, compared to the revenues of RUB40,297 million. Of that amount, RUB717,657 million was revaluation profit which is actually "paper profit" without any actual cash gains.
This means that the dividend payment out of the Company's net income not fully supported by actual receipts of funds would adversely affect the financial position of RAO "UES of Russia" and lead to a failure of the Company's investment programme, which is primarily financed from the profit.
The shareholders approved the appointment of ZAO "PricewaterhouseCoopers Audit" as Independent Auditors to review the Company's statutory financial statements.
The following persons were elected members of the Board of Directors of OAO RAO "UES of Russia" (positions as at the time of election):
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1. |
Androsov, Kirill Gennadyevich |
Deputy Minister of Economic Development and Trade of the Russian Federation |
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2. |
Bugrov, Andrey Evgenyevich |
Managing Director, ZAO "Interros Holding Company" |
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3. |
Voloshin, Alexander Stalyevich |
Chairman of the Board of Directors, RAO "UES of Russia" |
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4. |
Gref, German Oskarovich |
Minister of Economic Development and Trade of the Russian Federation |
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5. |
Dementyev, Andrey Vladimirovich |
Deputy Minister of Industry and Energy of the Russian Federation |
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6. |
Nikitin, Gleb Sergeyevich |
Head of Department for Property Management of Commercial Sector Organizations, Federal Agency for Management of the Federal Property of the Russian Federation |
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7. |
Pushkareva, Olga Stanislavovna |
Director of Department for Sector Development, Government of the Russian Federation |
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8. |
Rashevsky, Vladimir Valeryevich |
Director General, OAO "Siberian Coal Company" |
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9. |
Remes, Seppo Juha |
Senior Council, Finnish National Fund for Research and Development (Sitra) |
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10. |
Seleznyov, Kirill Gennadyevich |
Member of the Management Board, OAO "Gazprom"; Director General, OOO "Mezhregiongaz" |
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11. |
Urinson, Yakov Moiseyevich |
Deputy Chairman of the Management Board, RAO "UES of Russia" |
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12. |
Khristenko, Victor Borisovich |
Minister of Industry and Energy of the Russian Federation |
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13. |
Chubais, Anatoly Borisovich |
Chairman of the Management Board, OAO RAO "UES of Russia" |
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14. |
Sharonov, Andrey Vladimirovich |
State Secretary/Deputy Minister of Economic Development and Trade of the Russian Federation |
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15. |
Yuzhanov, Ilya Arturovich |
Chairman of the Supervisory Board, ZAO "NOMOS-BANK" |
The following persons were elected members of the Auditing Commission of OAO RAO "UES of Russia" (positions as at the time of election):
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1. |
Ganeyeva, Marina Vilevna |
Department Head, Ministry of Industry and Energy of the Russian Federation |
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2. |
Kobzev, Andrey Nikolayevich |
Head of Department, Federal Energy Agency of the Russian Federation |
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3. |
Kurbatov, Mikhail Yuryevich |
Deputy Department Head, Ministry of Economic Development and Trade of the Russian Federation |
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4. |
Oseledko, Victoria Vladimirovna |
Department Head, Ministry of Industry and Energy of the Russian Federation |
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5. |
Rutenberg, Alexander Borisovich |
Deputy Head of Directorate, Federal Energy Agency of the Russian Federation |
The shareholders approved the purchase by the Company of 86,916,003,794 new shares in OAO "UES FGC" at RUB0.59 per share. The share price was determined by the FGC Board based on the valuation prepared by the independent appraisers. The transaction is part of the process to consolidate the facilities of the Unified National Electricity Grid (UNEG).
In return for FGC shares, RAO "UES of Russia" will transfer its shareholdings in the Transmission (Trunk Grid) Companies,—OAO "Buryatia Trunk Grids", OAO "Kuban Trunk Grids", OAO "Trunk Electricity Grid of the Komi Republic", OAO "Kuzbassenergo Trunk Electricity Grids", OAO "Samara Transmission Company", OAO "Saratov Trunk Company", OAO "Chita Trunk Grid", OAO "Kurgan Trunk Grid Company", and OAO "IES GruzRosenergo". (IES GruzRosenergo owns the UNEG transmission lines linking Russia and Georgia).
According to the valuation prepared by the independent appraisers, the above holdings are worth a total of RUB6,280,442,238.56. In addition, RAO "UES of Russia" will pay up to RUB44.99 billion in cash for the FGC shares. These funds are expected to be used to finance the FGC investment programme (the amount equal to the proceeds from the sale of WGC and TGC shares by RAO "UES of Russia") and acquisition of the UNEG-related property from RAO "UES of Russia".
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