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Results of the AGM of Shareholders of RusHydro

27 Jun 2017 15:44

RNS Number : 3348J
PJSC RusHydro
27 June 2017
 

 

June 27, 2017

Results of the Annual General Meeting of Shareholders of RusHydro

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces results of the Annual General Meeting of shareholders (AGM) held on June 26, 2017, in Moscow.

***

The quorum necessary for valid vote on the items was present:

Quorum on items of the agenda ## 1-6, 9-16:

Number of votes, belonging to shareholders, entitled to participation in the AGM

426,288,813,551

Number of votes, carried by the Company shares, determined in accordance with item 4.20 of the Order of the Federal Services for Securities Markets # 02.02.2012г № 12-6/пз-н

426 288 813,551

Number of votes, belonging to shareholders, participating in the AGM

370,257,340,074

Quorum (%)

86.8560

Quorum on items # 7 of the Agenda

Number of votes, belonging to shareholders, entitled to participation in the AGM

5,541,754,576,163

Number of votes, carried by the Company shares, determined in accordance with item 4.20 of the Order of the Federal Services for Securities Markets # 02.02.2012г № 12-6/пз-н

5,541,754,576,163

Number of votes, belonging to shareholders, participating in the AGM

4,813,345,420,962

Quorum (%)

86.8560

Quorum on items # 8 of the Agenda

Number of votes, belonging to shareholders, entitled to participation in the AGM

426,288,813,551

Number of votes, carried by the Company shares, determined in accordance with item 4.20 of the Order of the Federal Services for Securities Markets # 02.02.2012г № 12-6/пз-н

426,217,609,304

Number of votes, belonging to shareholders, participating in the AGM

370,257,340,074

Quorum (%)

86.8705

Quorum on items # 17 of the Agenda

Number of votes, belonging to shareholders, entitled to participation in the AGM

426,288,813,551

Number of votes, carried by the Company shares, determined in accordance with item 4.20 of the Order of the Federal Services for Securities Markets # 02.02.2012г № 12-6/пз-н

426,217,609,304

Number of votes, belonging to shareholders, participating in the AGM

370,257,340,074

Quorum (%)

86.8705

***

Agenda of the AGM included the following items:

 

1. Approval of the Company's 2016 Annual Report

2. Approval of the Company's annual financial accounting statement for 2016.

3. Resolution on distribution of profit.

4. Resolution on dividend payment for 2016 and ex-dividend date.

5. Resolution on remuneration to the Board of Directors members (not employed by government agencies) in the amount determined by the internal documents of the Company.

6. Resolution on remuneration to the Audit commission members (not employed by government agencies) in the amount determined by the internal documents of the Company.

7. Election of the Board of Directors of the Company.

8. Election of the Audit Commission of the Company.

9. Approval the Company's auditor.

10. Approval of amended Articles of Association of RusHydro.

11. Approval of the amended Provision on convening and holding the general meeting of shareholders of RusHydro.

12. Approval of the amended Povision on convening and holding the meeting of Board of Directors of RusHydro.

13. Approval of the amended Provision on Management Board of RusHydro.

14. Approval of the amended Provision on remuneration and reimbursement to members of Board of Directors of RusHydro.

15. Approval of the amended Provision on remuneration and reimbursement to members of Audit Commission of RusHydro.

16. Termination of RusHydro's participation in NP KONTs UES (Corporate research and educational center of united energy system, Non-commercial partnership).

17. Approval of signing of a loan agreement between RusHydro and RAO ES East qualified as interested party transaction.

 

***

The AGM approved the Company's 2016 Annual Report.

Vote

Number of votes

% of AGM participants

FOR

360,291,531,974

97.3084

AGANIST

35,197,153

0.0095

ABSTAIN

82,859,486

0.0224

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,847,286,830

***

The AGM approved the Company's 2016 annual accounting statements.

Vote

Number of votes

% of AGM participants

FOR

360,290,326,093

97.3081

AGANIST

35,193,700

0.0095

ABSTAIN

84,467,025

0.0228

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,847,353,256

 

***

The AGM approved the following distribution of profit for 2016 (in RUB):

 

Retained profit for the reporting period

41,876,917,365.56

 

Reserve fund

2,093,845,868.28

 

Company's development

19,907,568,709.87

 

Dividends

19,875,502,787.41

 

 

 

 

Vote

Number of votes

% of AGM participants

 

FOR

360,407,803,059

97.3398

 

AGANIST

10,000

0.0000

 

ABSTAIN

2,240,185

0.0006

 

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,847,286,830

 

***

The AGM resolved to pay dividends for 2016 in the amount of RUB 0.0466245 per share. The dividend record date is July 10, 2017.

Dividends should be distributed to nominee shareholder being a professional participant of the securities market registered in the shareholder register within 10 business days, and to other persons registered in the shareholder register within 25 business days from the dividend record date.

Vote

Number of votes

% of AGM participants

FOR

360,405,073,423

97.3391

AGANIST

446,728

0.0001

ABSTAIN

1,295,937

0.0004

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,850,523,986

 

***

The AGM resolved to pay remuneration to the members of the Board of Directors (not employed by government agencies) based on their performance from June 27, 2016 to June 26, 2017 in the amount and under the procedure set in the Provision on remuneration to members of the Board of Directors.

 

Vote

Number of votes

% of AGM participants

FOR

360,356,316,807

97.3259

AGANIST

1,685,219

0.0005

ABSTAIN

49,795,080

0.0134

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,849,542,968

 

***

The AGM resolved to pay remuneration to the members of the Audit Commission (not employed by government agencies) based on their performance from June 27, 2016 to June 26, 2017 in the amount and under the procedure set in the Provision on remuneration to members of Audit Commission.

 

Vote

Number of votes

% of AGM participants

FOR

360,389,869,215

97.3350

AGANIST

1,349,620

0.0004

ABSTAIN

16,569,041

0.0045

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,849,552,198

 

***

The AGM elected Board of Directors consisting of 13 members:

Vote result:

Candidate

Number of cumulative votes

«Voted for» - distribution by candidates

1.

Artem Avetisyan

283 691 932 026

2.

Nikolai Shulginov

592 628 452 154

3.

Maxim Bystrov

283 757 673 361

4.

Vyacheslav Kravchenko

283 863 433 254

5.

Pavel Grachev

423 382 551 884

6.

Yuri Trutnev

779 592 635 302

7.

Sergei Ivanov

283,757,133,469

8.

Vyacheslav Pivovarov

422,691,274,767

9.

Nikolay Podguzov

283,750,683,222

10.

Alexei Chekunkov

283,750,873,237

11.

Sergey Shishin

283,748,386,744

12.

Nikolai Rogalev

283,761,795,182

13.

Andrei Shishkin

324,409,828,027

«Against» all candidates

5,743,465

«Abstained» on all candidates

38,329,785

Number of cumulative votes excluded from the count due to invalid ballots

514,695,083

 

 

The AGM resolved to elect the following composition of the Board of Directors:

· Artem Avetisyan, New business division, Agency for Strategic Initiatives for New Projects Promotion;

· Maxim Bystrov, Chairman of the Management Board, JSC ATS, NP Market Council;

· Pavel Grachev, CEO, PJSC Polyus Gold;

· Sergei Ivanov, General Director, RT- Capital LLC;

· Vyacheslav Kravchenko, Deputy Minister of Energy of the Russian Federation;

· Vyacheslav Pivovarov, President, Altera Capital;

· Nikolay Podguzov, Deputy Minister for Economic Development of the Russian Federation;

· Nikolai Rogalev, Rector, MPEI, Federal Research University;

· Yuri Trutnev, Deputy Chairman of the Government of the Russian Federation - Plenipotentiary Representative of the President in the Far Eastern Federal District;

· Alexei Chekunkov, General Director , Far East Development Fund;

· Sergey Shishin, Senior Vice-President, VTB Bank (PJSC);

· Andrei Shishkin, Vice-President for Energy and Localization, PJSC Rosneft;

· Nikolai Shulginov, Chairman of the Management Board - Director General of PJSC RusHydro.

***

 

The AGM elected Internal Audit Commission, consisting of 5 members:

Vote results:

Candidate: Natalya Annikova

For

Against

Abstain я

Number of votes

360,353,149,683

458,471

42,262,580

% of AGM participants

97.3251

0.0001

0.0114

Not-valid votes or votes or not included in the count for other reasons

9,861,469,340

 

Candidate: Tatyana Zobkova

For

Against

Abstain я

Number of votes

360,313,837,387

63,076,841

19,891,309

% of AGM participants

97.3144

0.0170

0.0054

Not-valid votes or votes or not included in the count for other reasons

9,860,534,537

 

Candidate: Igor Repin

For

Against

Abstain я

Number of votes

360,377,337,033

767,279

18,373,744

% of AGM participants

97.3316

0.0002

0.0050

Not-valid votes or votes or not included in the count for other reasons

9,860,862,018

 

Candidate:: Marina Kostina

For

Against

Abstain я

Number of votes

360,377,058,917

777,950

18,506,381

% of AGM participants

97.3315

0.0002

0.0050

Not-valid votes or votes or not included in the count for other reasons

9,860,996,826

 

Candidate Dmitry Simochkin

For

Against

Abstain я

Number of votes

360,376,128,133

722,897

19,493,800

% of AGM participants

97.3313

0.0002

0.0053

Not-valid votes or votes or not included in the count for other reasons

9,860,995,244

 

· The AGM resolved to elect Audit Commission consisting of the following members: Natalya Annikova, First Deputy General Director for Finance and Economics of JSC Construction Department No. 308;

· Tatyana Zobkova, Head of Department, Ministry of Energy of Russia;

· Marina Kostina. - Deputy Director of Department, Ministry of Economic Development of Russia;

· Igor Repin, Deputy Executive Director, Investor protection association;

· Dmitry Simochkin, Deputy Head of Department, Federal Property Management Agency;

***

The AGM approved the appointment of JSC PricewaterhouseCoopers Audit as the Company's auditor for 2017

Vote

Number of votes

% of AGM participants

FOR

359,474,036,014

97.0876

AGANIST

915,957,791

0.2474

ABSTAIN

7,014,836

0.0019

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,860,331,433

 

***

The AGM approved the new version of : Articles of Association of PJSC RusHydro.

 

Vote

Number of votes

% of AGM participants

FOR

360,379,299,586

97.3321

AGANIST

847,974

0.0002

ABSTAIN

6,098,050

0.0016

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,871,094,464

 

***

The AGM approved the new version of Provision on procedure for convening and holding general meeting of shareholders.

 

Vote

Number of votes

% of AGM participants

FOR

360,389,586,865

97.3349

AGANIST

671,110

0.0002

ABSTAIN

7,225,086

0.0020

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,859,857,013

 

***

The AGM approved the new version of Provision on procedure for convening and holding meeting of Board of Directors.

 

Vote

Number of votes

% of AGM participants

FOR

360,390,836,395

97.3352

AGANIST

542,187

0.0001

ABSTAIN

6,104,261

0.0016

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,859,857,231

 

***

The AGM approved the new version of Provision on the Management Board.

 

Vote

Number of votes

% of AGM participants

FOR

358 375 374 618

96.7909

AGANIST

2,000,228,282

0.5402

ABSTAIN

21,486,230

0.0058

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,860,250,944

 

***

The AGM approved the new version of Provision on remuneration and reimbursement to members of the Board of Directors.

 

Vote

Number of votes

% of AGM participants

FOR

360,385,714,110

97.3338

AGANIST

2,021,964

0.0005

ABSTAIN

9,664,789

0.0026

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,859,939,211

***

 The AGM approved the new version of Provision on remuneration andreimbursement to members of the Audit Commission.

Vote

Number of votes

% of AGM participants

FOR

360,372,683,760

97.3303

AGANIST

1,728,588

0.0005

ABSTAIN

22,936,959

0.0062

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,859,990,767

***

The AGM resolved to discontinue participation of RusHydro in Non-commercial partnership "Corporate Education and Research Center of United Energy System" (NP KONTs).

 

Vote

Number of votes

% of AGM participants

FOR

360,388,171,174

97.3345

AGANIST

964,714

0.0003

ABSTAIN

8,339,438

0.0023

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,859,864,748

 

***

The AGM approved interested party transactions between PJSC RusHydro and PJSC RAO ES of East and determined limit of the transaction.

PJSC RusHydro provides loan to PJSC RAO ES of East in the amount of for financing of approved investment program and refinancing of loans from Banks received in 2015-2016 for financing of investment program.

The loan is to be provided under the following material conditions:

· Size of the loan: up to RUB 25.7 bn.

· Interest rate: 0%.

· Maturity: 10 years

· The borrower has the right of early repayment of the loan (partial or full).

· The parties, qualified as interested for purposes of the transaction: Andrei Kazachenkov, member of the Management Board of PJSC RusHydro and member of Board of Directors of PJSC RAO ES of East, all members of Board of Directors and Management Board of PJSC RUsHydro, also holding positions in governance bodies of PJSC RAO ES of East.

 

Vote

Number of votes

% of AGM participants

FOR

360,370,588,177

99.9939

AGANIST

1,874,880

0.0005

ABSTAIN

20,180,048

0.0056

Number of votes that were not counted as the voting ballots (including in relation to voting on this particular issue) were invalidated

9,864,696,969

 

 

 

About RusHydro

RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 70 generating facilities in Russia and abroad. The company also manages a number of R&D, engineering and electricity retail companies. Group's thermal assets are operated by subsidiary - RAO Energy System of East in the Far East of Russia. Total electricity generation capacity of the Group is 38.9 GW, heat capacity - 16.2 thousand GCal/h.

Russian Federation owns 60.56% in RusHydro, the rest is held by other institutional and individual shareholders (over 360,000). The company's stock is traded on Moscow Exchange (MOEX), and included in MSCI EM и MSCI Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.

 

For more information:

Investor Relations Department

Tel. +7 (800) 333 8000 ext. 1607, 1319, 1304

ir@rushydro.ru

 

DISCLAIMER

The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of RusHydro. One can identify forward-looking statements by terms such as "expect," "believe," "anticipate," "plan", "aim", "target", "forecast", "project", "should", "estimate," "intend," "will," "could," "may" or "might," the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially from these statements.

We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic and political conditions, our competitive environment, risks associated with operating in Russia and rapid technological and market changes in our industries, as well as many other risks specifically related to RusHydro and its operations.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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