PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2019
29-May-2019 / 09:04 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer / publisher is solely responsible for the content of this
announcement.
Results of the Board of Directors Meeting on May 24, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the
Company's Board of Directors held a meeting in absentia on May 24, 2019.
Resolutions passed on Items of the agenda:
Item 1: Inclusion of the candidates for election to the management and
supervisory bodies of the Company.
The resolution adopted:
1. To add to the list of candidates for election to the Board of Directors of
the Company at the annual General Meeting of Shareholders of the Company for
2018, approved by resolution of the Board of Directors of the Company on April
4, 2019 (Minutes No. 286 dated April 5, 2019), the candidates specified in
Schedule No. 1 to the Minutes.
2. To include in the list of candidates for election to the lnternal Audit
Commission of the Company at the annual General Meeting of Shareholders of the
Company for 2018 the candidates specified in Schedule No. 2 to the Minutes.
Item 2: On approval of the agenda of the Company's Annual General Meeting of
Shareholders.
The resolution adopted:
To approve the agenda of the Annual General Meeting of Shareholders to be held
based on the results of 2018:
1) Approval of the Company's Annual Report for 2018.
2) Approval of the Company's annual accounting (financial) statements by the
results of 2018.
3) Approval of the Company's profits distribution based on the results of
2018.
4) On payment of dividends, the time and form of payment of dividends based
on the results of operations in 2018, and establishment of the date as of
which the persons entitled to dividends are determined.
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 who are not public
officials in the amount specified by the internal documents of the Company.
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 who
are not public officials in the amount specified by the internal documents of
the Company.
7) Election of members of the Board of Directors of the Company.
8) Election of members of the Internal Audit Commission of the Company.
9) Approval of the Company's Auditor.
10) Approval of the Company's Articles of Association in the new edition.
11) Approval of the Regulation on the Internal Audit Commission of the
Company in the new edition.
12. Approval of the Regulation on the procedure for convening and holding a
General Meeting of Shareholders of the Company in the new edition.
13. 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.
14. Approval of the Regulation on the Company's Management Board in the new
edition.
15. Approval of the Regulation on payment of remunerations and compensations to
the members of the Board of Directors of the Company in the new edition.
Item 3: On pre-approval of the Company's Annual Report for 2018.
The resolution adopted:
To pre-approve the Company's Annual report for 2018 in accordance with the
Draft Annual Report included in the materials prepared for the Meeting* and to
submit the same for approval of the Company's Annual General Meeting of the
Shareholders.
Item 4: On the consideration of annual accounting (financial) statements of the
Company based on the results of 2018.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Company's annual accounting (financial) statements based on the
results of 2018 included in the materials prepared for the Meeting*.
Item 5: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Company's profit distribution based on
the results of 2018.
The resolution adopted:
To pre-approve and recommend that the Annual General Meeting of Shareholders of
the Company approve the following distribution of profits (losses) of the
Company based on the results of 2018:
(mln. RUB)
Retained earnings (loss) of the reporting period 36,725.6
To be distributed on: the Reserve Fund 1,836.3
Development of the Company 18,970.8
Dividends 15,918.5
Item 6: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: On payment of dividends, the time and form of payment
of dividends based on the results of operations in 2018, and establishment of
the date as of which the persons entitled to dividends are determined.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To pay dividends on ordinary shares of the Company based on the results of 2018
in the amount of RUB 0.0367388 per one share.
Form of payment of dividends: monetary.
To establish July 09, 2019 (the 11th 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
professional participant in the securities market 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 7: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: 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 who
are not public officials in the amount specified by the internal documents of
the Company.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
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 27, 2018, to June
28, 2019, 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 26, 2017 (Minutes No.
16 dated June 27, 2017).
Item 8: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: On payment of remuneration for work as a part of the
lnternal Audit Commission to the members of the lnternal Audit Commission of
the Company who are not public officials in the amount specified by the
internal documents of the Company.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
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 27,
2018, to June 28, 2019, 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 9: On recommendations to the annual General Meeting of Shareholders of the
Company on the candidate for the Company's Auditor.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve Joint Stock Company PricewaterhouseCoopers Audit (OGRN
1027700148431) as the Auditor of PJSC RusHydro.
Item 10: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Company's Articles of Association in
the new edition.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Articles of Association of PJSC RusHydro in the new edition in
accordance with the Draft Articles of Association included in the materials
prepared for the Meeting*.
Item 11: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Regulation on the lnternal Audit
Commission of the Company in the new edition.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Regulation on the lnternal Audit Commission of PJSC RusHydro in
the new edition in accordance with the Draft Regulation on the lnternal Audit
Commission included in the materials prepared for the Meeting*.
Item 12: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Regulation on the procedure for
convening and holding the General Meeting of Shareholders of the Company in the
new edition.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Regulation on the procedure for convening and holding a General
Meeting of Shareholders of PJSC RusHydro in the new edition in accordance with
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