PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY)
announces that the Company's Board of Directors held a meeting on May
12, 2016, to address issues related to the Annual General Meeting of
Shareholders (AGM).
Key highlights:
AGM to be held on June 27, 2016, in
Moscow;
Record date for AGM participation – May
23, 2016;
Board of Directors recommends paying
dividends in the amount of RUB 0.038863[1]
per share;
Dividend record date – July 8, 2016.
***
The Board of Directors resolved to convene the AGM
on June 27, 2016 at the following address: Congress Hall, 2nd
floor, Entrance 4, 12 Krasnopresnenskaya Embankment, World Trade
Center, Moscow, Russia.
The AGM will start at 10.30 (Moscow time), the
registration for participants will start at 08.30 (Moscow time).
The record date for AGM participation is May 23,
2016.
The information will be also available on the
Company's web site at: www.eng.rushydro.ru.
The notification of the AGM will be published in
Rossiyskaya newspaper, as well as on RusHydro’s corporate website
not later than 30 days prior to the date of AGM.
***
The Board of Directors approved the agenda for the
2015 Annual General Meeting of Shareholders:
Approval of the Company’s 2015 Annual
Report.
Approval of the Company’s 2015 annual
accounting statements.
Distribution of profit for 2015.
Dividend payment for 2015 and determination
of dividend record date.
Remuneration of the Board of Directors
(Supervisory Board) members (non-government officials) in the amount
determined by the internal documents of the Company.
Approval of the amended Regulations on
remuneration of the Board of Directors.
Election of members to the Board of Directors
of RusHydro.
Election of members to the Audit Commission.
Approval of the Company's auditor.
Approval of the amended Articles of
Association of the Company.
Approval of the amended Regulations on
convening and holding the general meeting of shareholders of
RusHydro.
Approval of the amended Regulations on
convening and holding the Board of Directors’ meetings.
Approval of the amended Regulations of the
Company’s Audit Commission.
Approval of the amended Regulations on
remuneration of the Company’s Audit Commission.
Approval of the Company’s interested-party
transactions.
***
The Board of Directors preliminary approved the
Company’s 2015 Annual Report and annual accounting statements.
***
The Board of Directors has preliminarily approved
and recommended to the AGM the following distribution of profit for
2015 (in RUB):
Retained profit for the reporting period
|
30, 022,009,970.70
|
Reserve fund
|
1,501,100,498.54
|
Company’s development
|
13,509,863,340.14
|
Dividends
|
15,011,046,132.02
|
The Board of Directors recommended that the AGM
approves dividend payment in the amount of RUB 0.038863 per share.
The dividend record date is July 8, 2016.
***
The Board of Directors recommended the AGM to
approve remuneration of the members of the Board of Directors based
on their performance from June 26, 2015 to June 27, 2016 in the
amount and under the procedure set in the Regulations on remuneration
to members of the Board of Directors of RusHydro.
***
The Board of Directors recommended to the AGM JSC
PriceWaterhouse Coopers Audit as the auditor of RusHydro’s 2015
accounting statements.
***
The Board of Directors recommended the AGM to
approve the amendments to the following documents:
Articles of Association of the Company;
Regulations on remuneration to members of the
Board of Directors;
Regulations on convening and holding the
general meeting of shareholders of RusHydro;
Regulations on convening and holding the
Board of Directors’ meetings;
Regulations of the Company’s Audit
Commission;
Regulations on remuneration of the Company’s
Audit Commission.
The amended documents reflect recent changes in
the Russian legislation, Russian Civil Code and had been developed in
compliance with corporate governance practice and the amended
Articles of Association of RusHydro.
***
The Board of Directors recommended that the AGM
approves termination of RusHydro’s participation in non-commercial
partnership “CTSCenter UES”.
***
The Board of Directors recommended that the AGM
approves the liability and financial risk insurance agreement for
Directors, Officers and Companies between PJSC RusHydro and JSC
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.
According to the Insurance Regulations of RusHydro the Company is
required to sign such agreement.
***
The Board of Directors recommended that the AGM
approves interested party transactions between PJSC RusHydro and VTB
Bank PJSC and set a formula to determine the price limit of the
agreements.
These agreements will allow RusHydro to secure
credit facilities in the shortest period of time on the best possible
terms in case the Company requires credit resources and provided that
VTB Bank offers the most favorable financing. The raised funds might
be used to finance operating and/or financial activities of the
Company.
[1] In accordance
with the government’s decree, dividends are calculated as 50% of
the Company’s net profit under Russian Accounting Standards
(RAS).
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