FEDERAL HYDRO-GENERATING COMPANY - RUSHYDRO
PJSC RusHydro (HYDR)
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 in absentia on September 30, 2020 Quorum of the General Meeting of Participants (Shareholders) of the Issuer: Quorum on issues No. 1-6, 8-14 of the Agenda Number of votes held by the persons included in the list of persons entitled to participate in the Meeting - 439,288,905,849 Number of votes corresponding to the voting shares of the Company determined with regard to the provisions of Clause 4.24 of the Regulations on the General Meetings of Shareholders (approved by Bank of Russia Regulation No. 660-P dated November 16, 2018) - 439,288,905,849 Number of votes held by persons participating in the Meeting - 384,789,260,949 A quorum on the given issues was reached.
Quorum on issue No. 7: Number of cumulative votes held by the persons included in the list of persons entitled to participate in the Meeting - 5,710,755,776,037 Number of cumulative votes corresponding to the voting shares of the Company determined with regard to the provisions of Clause 4.24 of the Regulations on the General Meetings of Shareholders (approved by Bank of Russia Regulation No. 660-P dated November 16, 2018) - 5,710,755,776,037 Number of cumulative votes held by the persons participating in the Meeting - 5,002,259,990,437 A quorum on the given issue was reached.
Agenda of the Meeting:
Results of voting on the issues of the agenda of the General Meeting of Participants (Shareholders) of the Issuer on which a quorum was reached, and the formulations of decisions made by the General Meeting of Participants (Shareholders) of the Issuer on the given issues:
Item No. 1: Approval of the Company's Annual Report for 2019. Number of votes cast for each of the voting options: FOR - 384,747,961,903 (99.9893%) AGAINST - 403,152 (0.0001%) ABSTAINED - 12,271,919 (0.0032%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,623,975 Resolution adopted: To approve the Company's Annual Report for 2019, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru/
Item No. 2: Approval of the Company's 2019 annual accounting (financial) statements. Number of votes cast for each of the voting options: FOR - 384,752,229,422 (99.9904%) AGAINST - 729,954 (0.0002%) ABSTAINED - 7,907,859 (0.0020%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,393,714 Resolution adopted: To approve the Annual Accounting (Financial) Statements of the Company, for 2019, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru
Item No. 3: Approval of the Company's profits distribution based on the results of 2019. Number of votes cast for each of the voting options: FOR - 384,737,310,870 (99.9865%) AGAINST - 14,632,460 (0.0038%) ABSTAINED - 9,070,321 (0.0024%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,247,298 Resolution adopted: To approve the following distribution of profits of the Company based on the results of 2019:
Item No. 4: On payment of dividends, the time and form of payment of dividends based on the results of operations in 2019, and establishment of the date as of which the persons entitled to dividends are determined. Number of votes cast for each of the voting options: FOR - 384,758,743,289 (99.9921%) AGAINST - 2,866,835 (0.0007%) ABSTAINED - 2,513,369 (0.0007%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 25,137,456 Resolution adopted: To pay dividends on ordinary shares of the Company based on the results of 2019 in the amount of RUB 0.03568039 per one share. Form of payment of dividends: monetary. To establish October 10, 2020 (the 10th day from the date of the decision to pay dividends) as the date on which the persons entitled to receive dividends shall be determined. The dividend payment period for a nominee holder or beneficial owner that is a securities market professional registered in the Company's shareholder register shall not exceed 10 business days, and for other persons registered in the Company's shareholder register it shall not exceed 25 business days from the date when the persons entitled to dividends are determined.
Item No. 5: On payment of remuneration for work as a part of the Board of Directors to the members of the Board of Directors of the Company not employed by government agencies in the amount specified by the internal documents of the Company. Number of votes cast for each of the voting options: FOR - 384,598,740,832 (99.9505%) AGAINST - 118,972,535 (0.0309%) ABSTAINED - 43,574,762 (0.0113%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 27,972,820 Resolution adopted: To pay remuneration to the members of the Board of Directors based on their work in the Board of Directors during the period from June 28, 2019, to September 30, 2020, in the amount, as per the procedure, and within the term specified by the Resolution on the Payment of Remunerations and Compensations to the Members of the Board of Directors of RusHydro, approved by the decision of the Annual General Meeting of Shareholders of the Company, dated June 28, 2019 (Minutes No. 18 dated July 02, 2019).
Item No. 6: On payment of remuneration for work as part of the lnternal Audit Commission to the members of the lnternal Audit Commission of the Company not employed by government agencies in the amount specified by the internal documents of the Company. Number of votes cast for each of the voting options: FOR - 384,645,231,610 (99.9626%) AGAINST - 79,610,166 (0.0207%) ABSTAINED - 35,438,474 (0.0092%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,980,699 Resolution adopted: To pay remuneration to the members of the lnternal Audit Commission based on their work in the lnternal Audit Commission during the period from June 28, 2019, to September 30, 2020, in the amount, as per the procedure, and within the term specified by the Resolution on Remunerations and Compensations to the Members of the lnternal Audit Commission of RusHydro, approved by the decision of the Annual General Meeting of Shareholders of the Company, dated June 26, 2017 (Minutes No. 16 dated June 27, 2017).
Item No. 7: Election of the members of the Board of Directors of the Company. Number of votes for cumulative voting cast for each candidate:
FOR- 4,961,037,704,906 AGAINST all candidates - 718,562,026 ABSTAINED on all candidates - 40,298,267,730.5 Number of cumulative votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 205,455,774.5
Resolution adopted: To elect the following persons to the Board of Directors of RusHydro: 1. Yury Petrovich Trutnev 2. Maksim Sergeyevich Bystrov 3. Pavel Sergeyevich Grachev 4. Alexey Vladimirovich Kozlov 5. Lev Vladimirovich Kuznetsov 6. Yuriy Vladislavovich Manevich 7. Vyacheslav Viktorovich Pivovarov 8. Nikolay Dmitriyevich Rogalev 9. Dmitry Nikolaevich Snesar 10. Natalia Olegovna Filippova 11. Aleksey Olegovich Chekunkov 12. Andrey Nikolayevich Shishkin 13. Nikolay Grigoryevich Shulginov
Item No. 8: Election of members of the Internal Audit Commission of the Company. Number of votes cast for each of the voting options for each candidate: Candidate: Natalya Nikolayevna Annikova FOR - 384,658,297,695 (99.9660%) AGAINST - 63,183,040 (0.0164%) ABSTAINED - 36,141,974 (0.0094%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 31,638,240
Candidate: Andrey Vladimirovich Gabov FOR - 384,648,866,446 (99.9635%) AGAINST - 66,734,103 (0.0173%) ABSTAINED - 41,127,516 (0.0107%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 32,532,884
Candidate: Tatyana Valentinovna Zobkova FOR - 384,649,809,628 (99.9638%) AGAINST - 65,247,811 (0.0169%) ABSTAINED - 41,805,420 (0.0109%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 32,398,090
Candidate: Jakub Hadzimuratovich Malsagov FOR - 384,644,605,815 (99.9624%) AGAINST - 68,385,212 (0.0178%) ABSTAINED - 43,566,816 (0.0113%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 32,703,106
Candidate: Igor Nikolayevich Repin FOR - 384,635,517,355 (99.9600%) AGAINST - 86,787,496 (0.0226%) ABSTAINED - 35,214,995 (0.0092%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 31,741,103
Resolution adopted: To elect the following members to the Company's Internal Audit Commission:
Item No. 9: Approval of the Company's Auditor. Number of votes cast for each of the voting options: FOR - 384,685,258,933 (99.9730%) AGAINST - 40,461,191 (0.0105%) ABSTAINED - 33,555,834 (0.0087%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 29,984,991 Resolution adopted: To approve Joint Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) as the Auditor of the Company.
Item No. 10: Approval of the Company's Articles of Association in the new edition. Number of votes cast for each of the voting options: FOR - 384,712,050,234 (99.9799%) AGAINST - 16,053,808 (0.0042%) ABSTAINED - 31,649,797 (0.0082%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 29,507,110 Resolution adopted: To approve the Articles of Association of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru
Item No. 11: Approval of the Regulation on the procedure for convening and holding a General Meeting of Shareholders of the Company in the new edition. Number of votes cast for each of the voting options: FOR - 384,720,794,487 (96.9822%) AGAINST - 10,538,338 (0.0028%) ABSTAINED - 29,378,621 (0.0076%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,549,503 Resolution adopted: To approve the Regulation on the procedure for convening and holding a General Meeting of Shareholders of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru
Item No. 12: Approval of the Regulation on the procedure for convening and holding the meetings of the Board of Directors of the Company in the new edition. Number of votes cast for each of the voting options: FOR - 384,713,252,868 (99.9803%) AGAINST - 16,136,220 (0.0042%) ABSTAINED - 31,334,415 (0.0081%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,537,446 Resolution adopted: To approve the Regulation on the procedure for convening and holding the meetings of the Board of Directors of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru
Item No. 13: Approval of the Regulation on the Company's Management Board in the new edition. Number of votes cast for each of the voting options: FOR - 384,708,488,053 (99.9790%) AGAINST - 12,145,250 (0.0032%) ABSTAINED - 40,380,380 (0.0105%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,247,266 Resolution adopted: To approve the Regulation on the Management Board of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru
Item No. 14: Approval of the Regulation on remunerations and compensations to the members of the lnternal Audit Commission of the Company in the new edition. Number of votes cast for each of the voting options: FOR - 384,625,710,589.5 (99.9575%) AGAINST - 87,957,896 (0.0229%) ABSTAINED - 46,925,650.5 (0.0122%) Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 28,666,813 Resolution adopted: To approve the Regulation on remunerations and compensations to the members of the Internal Audit Commission of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website http://www.rushydro.ru
**the expression "materials for the Meeting" shall mean information (materials) to be provided to persons entitled to participate in the annual General Meeting of Company Shareholders on the results of 2019, when preparing for the Meeting.
About RusHydro RusHydro Group is the leading producer of renewable energy in Russia. It is one of Russia's largest generating company and is the fourth in the world with over 400 generating facilities. The Group's total electricity generation capacity including Boguchanskaya HPP is 38.0 GW.
For more information: Investor Relations Department Tel. +7 (495) 122 0555 ext. 1304 ir@rushydro.ru
The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of RusHydro. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "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 conditions, our competitive environment, risks associated with operating in Russia, rapid technological and market change in our industries, as well as many other risks specifically related to RusHydro and its operations.
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| ISIN: | US7821834048, RU000A0JPKH7 |
| Category Code: | RAG |
| TIDM: | HYDR |
| LEI Code: | 2534005TJN9DX4YWVT97 |
| Sequence No.: | 85358 |
| EQS News ID: | 1138653 |
| End of Announcement | EQS News Service |
