DJ PJSC RusHydro: Results of the Annual General Meeting of Shareholders of RusHydro
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Annual General Meeting of Shareholders of
RusHydro
02-Oct-2020 / 14:27 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 is solely responsible for the content of this announcement.
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:
1) Approval of the Company's Annual Report for 2019.
2) Approval of the Company's 2019 Annual Accounting (Financial)
Statements.
3) Approval of the Company's profits distribution based on the results of
2019.
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.
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.
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.
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 procedure for convening and holding
a General Meeting of Shareholders of the Company in the new edition.
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.
13) Approval of the Regulation on the Company's Management Board in the
new edition.
14) Approval of the Regulation on remunerations and compensations to the
members of the lnternal Audit Commission of the Company in the new
edition.
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:
(mln.RUB)
Retained earnings (loss) of the reporting period 38,644.8
To be distributed on: the Reserve Fund 1,932.2
Development of the Company 21,038.6
Dividends 15,674.0
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
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DJ PJSC RusHydro: Results of the Annual General -2-
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:
No. Full name of the Number of FOR votes
candidate
(vote distribution
by candidate)
FOR: the distribution of votes by candidates
1. Maksim Sergeyevich 332,498,251,263
Bystrov
2. Pavel Sergeyevich 466,260,355,000
Grachev
3. Alexey Vladimirovich 322,992,403,611
Kozlov
4. Lev Vladimirovich 468,635,300,846
Kuznetsov
5. Yuriy Vladislavovich 332,008,224,968
Manevich
6. Vyacheslav Viktorovich 353,371,071,773
Pivovarov
7. Michael Alekseyevich 268,895,028
Rasstrigin
8. George Ilyich 304,063,404
Rizhinashvili
9. Nikolay Dmitriyevich 333,614,580,330
Rogalev
10. Dmitry Nikolaevich 332,046,621,354
Snesar
11. Yuriy Petrovich 494,893,262,016
Trutnev
12. Natalia Olegovna 323,013,728,704
Filippova
13. Aleksey Olegovich 332,009,971,575
Chekunkov
14. Andrey Nikolayevich 400,425,666,422
Shishkin
15. Nikolay Grigoryevich 468,695,308,612
Shulginov
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:
1) Nataliya Nikolayevna Annikova
2) Andrey Vladimirovich Gabov
3) Tatyana Valentinovna Zobkova
4) Jakub Hadzimuratovich Malsagov
5) Igor Nikolayevich Repin
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
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