PJSC RusHydro: Results of the Annual General Meeting of Shareholders of RusHydro

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 28, 2019, in Moscow

1. Type of General Meeting of Participants (Shareholders) of the Issuer (annual [regular], extraordinary): annual.

2. Form of holding the General Meeting of Participants (Shareholders) of the Issuer (meeting [joint attendance] or absentee voting): meeting (joint attendance).

3. Date and location of the General Meeting of Participants (Shareholders) of the Issuer: June 28, 2019; 12 Krasnopresnenskaya Naberezhnaya, Congress Hall, Floor 2, Congress Center, Entrance No. 4, World Trade Center (WTC), Moscow, Russia; starts at 10:30 a.m. (Moscow time).

4. Quorum of the General Meeting of Participants (Shareholders) of the Issuer:

Quorum on issues No. 1-6, 9-15 of the Agenda

Number of votes held by the persons included in the list of persons entitled to participate in the Meeting - 433,288,905,849

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) - 433,288,905,849

Number of votes held by persons participating in the Meeting - 365,756,205,983,5/10

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 - 5,632,755,776,037

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)  - 5,632,755,776,037

Number of cumulative votes held by the persons participating in the Meeting - 4,749,966,858,385,5/10

A quorum on the given issue was reached.

Quorum on issue No. 8:

Number of votes held by the persons included in the list of persons entitled to participate in the Meeting - 433,288,905,849

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)  - 433,272,523,602

Number of votes held by persons participating in the Meeting - 365,739,823,736,5/10

A quorum on the given issue was reached.

5. Agenda of the Meeting:

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 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.
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.

6. 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 2018.

Number of votes cast for each of the voting options:

FOR - 365,209,597,067,5/10 (99.8506%)

AGAINST - 1,810,344 (0.0005%)

ABSTAINED - 90,478,366 (0.0247%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 454,320,206

Resolution adopted:

To approve the Company's Annual Report for 2018 in accordance with the Draft Annual Report included in the materials prepared for the Meeting***.

Item No. 2: Approval of the Company's annual accounting (financial) statements by the results of 2018.

Number of votes cast for each of the voting options:

FOR - 365,203,100,354,5/10 (99.8488%)

AGAINST - 992,899 (0.0003%)

ABSTAINED - 92,952,683 (0.0254%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 459,160,047

Resolution adopted:

To approve the Company's annual accounting (financial) statements based on the results of 2018 included in the materials prepared for the Meeting***.

Item No. 3: Approval of the Company's profits distribution based on the results of 2018.

Number of votes cast for each of the voting options:

FOR - 365,690,434,035,5/10 (99.9820%)

AGAINST - 2,842,200 (0.0008%)

ABSTAINED - 3,792,140 (0.0010%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 59,137,608

Resolution adopted:

To approve the following distribution of profits (losses) of the Company based on the results of 2018:

Item No. 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.

Number of votes cast for each of the voting options:

FOR - 365,669,535,358,5/10 (99.9763%)

AGAINST - 2,231,744 (0.0006%)

ABSTAINED - 24,881,790 (0.0068%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 59,557,091

Resolution adopted:

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 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 who are not public officials in the amount specified by the internal documents of the Company.

Number of votes cast for each of the voting options:

FOR - 365,232,844,068,5/10 (99.8569%)

AGAINST - 18,807,706 (0.0052%)

ABSTAINED - 444,902,982 (0.1216%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 59,651,227

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 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 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 who are not public officials in the amount specified by the internal documents of the Company.

Number of votes cast for each of the voting options:

FOR - 365,239,600,593,5/10 (99.8588%)

AGAINST - 13,964,173 (0.0038%)

ABSTAINED - 443,030,130 (0.1211%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 59,611,087

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 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 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, 741, 554, 693, 706

AGAINST all candidates - 68, 880, 032

ABSTAINED on all candidates - 2, 004, 866, 097

Number of cumulative votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 6, 338,418, 550, 5/10

Resolution adopted:

To elect the following persons to the Board of Directors of RusHydro:

1. Yury Petrovich Trutnev

2. Artyom Davidovich Avetisyan

3. Maksim Sergeyevich Bystrov

4. Pavel Sergeyevich Grachev

5. Lev Vladimirovich Kuznetsov

6. Pavel Anatolievich Livinsky

7. Yuriy Vladislavovich Manevich

8. Vyacheslav Viktorovich Pivovarov

9. Michael Alekseyevich Rasstrigin

10. Nikolay Dmitriyevich Rogalev

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 - 365,218,459,289,5/10 (99.8574%)

AGAINST - 6,156,484 (0.0017%)

ABSTAINED - 45,698,927 (0.0125%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 469,509,036

Candidate: Tatyana Valentinovna Zobkova

FOR - 365,214,884,900,5/10 (99.8565%)

AGAINST - 6,762,489 (0.0018%)

ABSTAINED - 44,707,357 (0.0122%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 473,468,990

Candidate: Denis Sergeevich Konstantinov

FOR - 365,215,820,033,5/10 (99.8567%)

AGAINST - 4,847,837 (0.0013%)

ABSTAINED - 43,222,205 (0.0118%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 475,933,661

Candidate: Igor Nikolayevich Repin

FOR - 365,189,576,475,5/10 (99.8495%)

AGAINST - 30,921,196 (0.0085%)

ABSTAINED - 45,356,643 (0.0124%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 473,969,422

Candidate: Dmitry Igorevich Simochkin

FOR - 365,214,174,133,5/10 (99.8563%)

AGAINST - 5,519,333 (0.0015%)

ABSTAINED - 46,302,527 (0.0127%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 473,827,743

Resolution adopted:

To elect the following members to the Internal Audit Commission of the Company:

1. Nataliya Nikolayevna Annikova
2. Tatyana Valentinovna Zobkova
3. Denis Sergeevich Konstantinov
4. Igor Nikolayevich Repin
5. Dmitriy Igorevich Simochkin

Item No. 9: Approval of the Company's Auditor.

Number of votes cast for each of the voting options:

FOR - 365,198,243,656,5/10 (99.8474%)

AGAINST - 6,934,986 (0.0019%)

ABSTAINED - 82,259,344 (0.0225%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 468,767,997

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 - 364,673,222,279,5/10 (99.7039%)

AGAINST - 4,126,602 (0.0011%)

ABSTAINED - 618,868,082 (0.1692%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 459,989,020

Resolution adopted:

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 No. 11: Approval of the Regulation on the lnternal Audit Commission of the Company in the new edition.

Number of votes cast for each of the voting options:

FOR - 364,673,042,589,5/10 (99.7038%)

AGAINST - 4,775,891 (0.0013%)

ABSTAINED - 618,372,936 (0.1691%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 460,014,567

Resolution adopted:

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 No. 12: Approval of the Regulation on the procedure for convening and holding the General Meeting of Shareholders of the Company in the new edition.

Number of votes cast for each of the voting options:

FOR - 354,393,807,312,5/10 (96.8935%)

AGAINST - 10,286,527,270 (2.8124%)

ABSTAINED - 615,959,446 (0.1684%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 459,911,955

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 in accordance with the Draft Regulation on the procedure for convening and holding a General Meeting of Shareholders of PJSC RusHydro included in the materials prepared for the Meeting***.

Item No. 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.

Number of votes cast for each of the voting options:

FOR - 364,676,367,638,5/10 (99.7048%)

AGAINST - 4,040,465 (0.0011%)

ABSTAINED - 615,877,925 (0.1684%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 459,919,955

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 in accordance with the Draft Regulation on the procedure for convening and holding the meetings of the Board of Directors of PJSC RusHydro included in the materials prepared for the Meeting***. 

Item No. 14: 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 - 364,671,766,715,5/10 (99.7035%)

AGAINST - 7,219,153 (0.0020%)

ABSTAINED - 617,255,400 (0.1688%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 459,964,715

Resolution adopted:

To approve the Regulation on the Management Board of PJSC RusHydro in the new edition in accordance with the Draft Regulation on the Management Board of PJSC RusHydro included in the materials prepared for the Meeting***. 

Item No. 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.

Number of votes cast for each of the voting options:

FOR - 364,653,504,060,5/10 (99.6985%)

AGAINST - 16,620,817 (0.0046%)

ABSTAINED - 626,223,582 (0.1712%)

Number of votes that were not counted due to recognition of the respective ballots as null and void and on other grounds: 459,857,524

Resolution adopted:

To approve the Regulation on payment of remunerations and compensations to the members of the Board of Directors of PJSC RusHydro in the new edition in accordance with the Draft Regulation on payment of remunerations and compensations to the members of the Board of Directors of PJSC RusHydro included in the materials prepared for the Meeting***.

***materials prepared for the Meeting mean information (materials) that are to be provided to persons entitled to participate in the Annual General Meeting of Shareholders based on the results of 2018 during preparation for holding it.

About RusHydro

RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 400 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 39.4 GW, heat capacity - 18.5 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. +7 495 122-05-55 ext. 1607, 1319, 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 PJSC "RusHydro" ("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.