4 Jul 2018 12:05
Federal Grid Company Announces 2018 AGM Results
04 July 2018, Moscow - Federal Grid Company of Unified Energy System ("Federal Grid Company" or "the Company") (Moscow Exchange, LSE: FEES), part of the ROSSETI Group of companies and operator of Russia's Unified National Energy Grid ("UNEG"), announces the results of its Annual General Shareholders Meeting (AGM) held on Thursday, 28 June 2018 in Moscow.
Resolutions as laid out in the AGM Notice of 28 May 2018 were voted on by way of combined absentee vote and poll. For those shareholders who were unable to attend the AGM, the Company organized a live webcast of the meeting. In addition, shareholders were presented with the opportunity to participate in the AGM by filling in an online bulletin form.
The results, certified by the Company's registrar, JSC Status, were as follows:
№ | Agenda item | For (%) | Against (%) | Abstained (%) | Total votes cast | Votes withheld |
1 | Approval of the 2017 Annual Report of FGC UES, PJSC | 99.960% | 0.000% | 0.004% | 1,107,918,445,867 | 397,390,048 |
2 | Approval of the 2017 annual accounting (financial) statements of FGC UES, PJSC | 99.960% | 0.000% | 0.004% | 1,107,918,445,867 | 398,380,244 |
3 | Approval of the distribution of profit and losses of FGC UES, PJSC for full reporting year 2017 | 99.960% | 0.000% | 0.004% | 1,107,918,445,867 | 397,566,148 |
4 | The amount, term and form of payment of dividends on shares of Federal Grid Company following the results of the 2017 reporting year, and the record date for shareholders eligible to receive dividends | 99.960% | 0.000% | 0.004% | 1,107,918,445,867 | 397,470,416 |
5 | Payment of Remuneration to members (non-government officials) of the Company's Board of Directors | 97.103% | 2.856% | 0.005% | 1,107,918,445,867 | 397,475,551 |
6 | Payment of Remuneration to members (non-government officials) of the Company's Audit Commission | 99.959% | 0.001% | 0.005% | 1,107,918,445,867 | 397,521,937 |
7 | Election of members of the Board of Directors of FGC UES, PJSC | Cumulative votes* | ||||
Aleksey Germanovich | 416,868,356,117 | 1,175,575 | 886,623,331 | 12,187,102,904,542** | 4,763,033,045** | |
Pavel Grachev (Independent Director) | 1,058,101,995,147 | |||||
Andrey Dyomin | 1,017,854,024,095 | |||||
Igor Kamenskoy(Independent Director) | 1,387,375,930,865 | |||||
Pavel Livinskiy | 1,141,553,404,526 | |||||
Andrey Murov | 1,020,275,629,455 | |||||
Egor Prokhorov | 1,017,658,567,245 | |||||
Nikolai Roshchenko | 1,017,673,047,426 | |||||
Sergey Sergeev | 1,017,855,245,041 | |||||
Pavel Snikkars | 1,017,867,945,787 | |||||
Ernesto Ferlenghi (Independent Director) | 1,050,509,987,305 | |||||
Oksana Shatokhina | 1,017,857,939,581 | |||||
8 | Election of members of the Audit Commission of FGC UES, PJSC |
| ||||
Alexander Batalov | 99.957% | 0.001% | 0.006% | 1,107,918,445,867 | 398,774,258 | |
Tatyana Zobkova | 99.957% | 0.001% | 0.006% | 398,602,800 | ||
Marina Lelekova | 99.957% | 0.001% | 0.006% | 398,623,084 | ||
Ekaterina Snigireva | 99.957% | 0.001% | 0.006% | 398,451,621 | ||
Vladimir Khvorov | 99.957% | 0.001% | 0.006% | 399,251,754 | ||
9 | Approval of the revised edition of the Regulations on Remuneration and Compensation to Members of the Audit Commission of FGC UES, PJSC | 96.302% | 3.657% | 0.005% | 1,107,918,445,867 | 397,988,291 |
10 | Approval of Ernst & Young. LLC as the Company's independent auditor | 99.959% | 0.000% | 0.005% | 1,107,918,445,867 | 397,736,077 |
11 | Approval of the membership of FGC UES, PJSC in the Russian Association of Employers "The Russian Union of Industrialists and Entrepreneurs" | 99.958% | 0.000% | 0.005% | 1,107,918,445,867 | 397,972,358 |
* the number of votes held by each shareholder is multiplied by the number of persons to be elected to the Company's Board of Directors
** cumulative votes cast for all candidates
In addition to approving the Company's annual report and annual financial statements, the AGM voted to distribute profits based on the results of 2017 and to pay dividends for the full year in the amount of RUB 0.014815395834 per ordinary Federal Grid Company share (or RUB 7.407697917 per GDR), totaling RUB 20,307,801 thousand. Taking into account the first quarter 2017 dividends that have already been paid, the remaining dividend to be paid for 2017 amounts to RUB 18,884,671 thousand.
The new composition of the Board of Directors includes the following members:
1. Igor Kamenskoy, Managing Director, Renaissance Broker LLC;
2. Pavel Livinskiy, Director General, ROSSETI PJSC;
3. Pavel Grachev, Director General, Polyus PJSC;
4. Ernesto Ferlenghi, Executive Vice President for Russia, Eni SpA;
5. Andrey Murov, Chairman of the Management Board, FGC UES PJSC;
6. Pavel Snikkars, Director of the Department, Ministry of Energy of the Russian Federation;
7. Oksana Shatokhina, Deputy Director General, ROSSETI PJSC;
8. Sergey Sergeev, Deputy Director General, ROSSETI PJSC;
9. Andrey Dyomin, Member of the Management Board, ROSSETI PJSC;
10. Nikolai Roshchenko, Member of the Management Board - Head of Legal Division, NP Market Council Association;
11. Egor Prokhorov, Deputy Director General, ROSSETI PJSC.
The new composition of the Audit Commission includes the following members:
1. Alexander Batalov, Department Director, ROSSETI PJSC;
2. Marina Lelekova, Department Director, ROSSETI PJSC;
3. Tatyana Zobkova, Unit Manager, Department, Ministry of Energy of the Russian Federation;
4. Ekaterina Snigireva, Advisor to Unit of the Division of the Russian Federation State Property Management Service;
5. Vladimir Khvorov, Representative of the Ministry of Economic Development of the Russian Federation.
The AGM voted to pay remuneration to the members of the Company's Board of Directors and to members of the Audit Commission, to those members who are not civil servants or members of Company's management (in accordance with Regulations on Remuneration and Compensation for Members of Federal Grid Company's Board of Directors and Regulations on Remuneration and Compensation for Members of Federal Grid Company's Audit Commission).
Ernst & Young, LLC was approved as the Company's auditor.
The AGM also approved the revised edition of the Regulations on payment of Remuneration and Compensation to members of the Audit Commission, and the Company's participation in the Russian Association of Employers "The Russian Union of Industrialists and Entrepreneurs" (RSPP).
The full text of the resolutions will be available shortly on the Company's website:http://www.fsk-ees.ru/eng/investors/corporate_governance/information_for_shareholders_meetings/annual_general_shareholders_meeting_june_28_2018/