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Monday 18 May, 2020

Federal Grid Company

FGC Announces 2020 AGM Results and Final Dividend

RNS Number : 1962N
Federal Grid Co of Unified Engy Sys
18 May 2020
 

 

 

Federal Grid Company Announces 2020 AGM Results and Final Dividend

 

18 May 2020, Moscow - Federal Grid Company of Unified Energy System ("Federal Grid Company" or "the Company") (Moscow Exchange, LSE: FEES), part of the ROSSETI Group of companies and operator of Russia's Unified National Energy Grid ("UNEG"), announces the results of its Annual General Shareholders Meeting (AGM) held on Friday, 15 May 2020.  

 

Resolutions as laid out in the AGM Notice of 13 April 2020   were voted on by way of absentee vote.

 

The results, certified by the Company's registrar, JSC Status, were as follows:

 

Agenda item

For (%)

Against (%)

Abstained (%)

Total votes

Votes withheld

 

1

Approval of the 2019 Annual Report of FGC UES, PJSC

99.9992%

0.0001%

0.0002%

1 , 119 , 999 , 697 , 096

5 , 527 , 830

 

2

Approval of the 2019 annual accounting (financial) statements of FGC UES, PJSC

99.9992%

0.0002%

0.0002%

1 , 119 , 999 , 697 , 096

4,250,476

 

3

Approval of the distribution of profits and losses of FGC UES, PJSC based on the results of the 2019 reporting year

99.0453%

0.9542%

0.0001%

1 , 119 , 999 , 697 , 096

4,047,292

 

4

Amount of dividends based on the results of the 2019 reporting year, dividend payment manner and procedure and setting of the date when persons entitled to dividend are determined

99.0453%

0.9542%

0.0001%

1 , 119 , 999 , 697 , 096

4,142,406

 

5

Payment of remuneration for the Board of Directors' work to members of FGC UES, PJSC's Board of Directors from among non-civil servants in the amount specified in the by-laws of FGC UES, PJSC

94.2817%

5.7173%

0.0006%

1 , 119 , 999 , 697 , 096

4,117,506

 

6

Payment of remuneration for the Audit Commission's work to the members of FGC UES, PJSC's Audit Commission from among non-civil servants in the amount specified in the by-laws of FGC UES, PJSC

94.2819%

5.7173%

0.0004%

1 , 119 , 999 , 697 , 096

4,121,548

 

7

Election of members of the Board of Directors of FGC UES, PJSC

Cumulative votes*

Pavel Sergeyevich Grachev

(Independent Director)

1,106,856,320,920

121,856,642,952

64,613,175

12,319,996,668,057**

185,296,352

 

Pavel Vladimirovich Grebtsov

1,034,147,403,191

 

Igor Alexandrovich Kamenskoy

(Independent Director)

1,248,747,139,395

 

Pavel Anatolyevich Livinsky

1,437,418,302,544

 

Yury Vladislavovich Manevich

1,216,138,412,746

 

Andrey Evgenievich Murov

1,288,400,521,449

 

Leonid Valerievich Neganov

846,018,122,454

 

Larisa Anatolyevna Romanovskaya

887,943,110,409

 

Nikolai Pavlovich Roshchenko

1,038,113,261,151

 

Ernesto Ferlenghi

(Independent Director)

1,058,076,680,300

 

Vladimir Vladimirovich Furgalsky

1,036,010,300,955

 

8

Election of members of the Audit Commission of FGC UES, PJSC


Evgeny Sergeevich Bodryashov

99.0320%

0.9135%

0.0010%

1 , 119 , 999 , 697 , 096

6,510,481

 

Andrey Vladimirovich Gabov

99.0320%

0.9664%

0.0010%

6,427,629

 

Tatiana Valentinovna Zobkova

99.0320%

0.9663%

0.0010%

6,501,782

 

Svetlana Anatolyevna Kim

99.0320%

0.9664%

0.0010%

6,457,212

 

Dmitry Nikolayevich Ponomarev

99.0321%

0.9664%

0.0009%

6,486,315

 

9

Approval of the Auditor of FGC UES, PJSC

99.5097%

0.0346%

0.4552%

1 , 119 , 999 , 697 , 096

5,393,109

 

10

Early termination of authorities of the sole executive body of FGC UES, PJSC

94.3630%

5.6362%

0.0003%

1 , 119 , 999 , 697 , 096

5,437,325

 

11

The transfer of authorities of the sole executive body of FGC UES, PJSC to a management organisation

94.3627%

5.6365%

0.0003%

1 , 119 , 999 , 697 , 096

5,421,385

 

12

Approval of the Articles of Association of FGC UES, PJSC in its revised edition

93.5691%

6.4301%

0.0004%

1 , 119 , 999 , 697 , 096

5,383,610

 

13

Approval of the Regulation on the procedure for arranging and holding the General Meeting of Shareholders of FGC UES, PJSC in its revised edition

99.0448%

0.9543%

0.0004%

1 , 119 , 999 , 697 , 096

5,383,610

 

14

Approval of the Regulation on the Board of Directors of FGC UES, PJSC in its revised edition

99.0446%

0.9544%

0.0005%

1 , 119 , 999 , 697 , 096

5,383,610

 

15

Approval of the Regulation on Payment of Remuneration and Compensation to the Members of the Board of Directors of FGC UES, PJSC in its revised edition

99.0441%

0.9548%

0.0006%

1 , 119 , 999 , 697 , 096

5,430,791

 

16

Approval of the Regulation on the Audit Commission of FGC UES, PJSC in its revised edition

99.0449%

0.9543%

0.0003%

1 , 119 , 999 , 697 , 096

5,349,797

 

17

Approval of the Regulation on Payment of Remuneration and Compensation to the Members of the Audit Commission of FGC UES, PJSC in its revised edition

99.0441%

0.9546%

0.0007%

1 , 119 , 999 , 697 , 096

5,248,256

 

18

Concerning the Regulation on the Management Board of FGC UES, PJSC

99.0445%

0.9543%

0.0007%

1 , 119 , 999 , 697 , 096

5,207,084

 

 

* the number of votes held by each shareholder is multiplied by the number of persons to be elected to the Company's Board of Directors that is by 11

**   cumulative votes cast for all candidates

 

The shareholders approved the annual report and annual accounting (financial) statements for 2019.

 

The shareholders approved the 2019 profit distribution and a total dividend payment of RUB 23,331,405 thousand including the 9M 2019 interim dividend that has already been paid, leaving a remaining dividend for 2019 of RUB 12,102,104 thousand (RUB 0.009494338212 per ordinary share or equal to RUB 4.747169106 per GDR).

 

The dividend record date has been set as 29 May 2020 (the 14th day from the date of adoption by the annual general meeting of shareholders of a resolution to pay dividends) . The period for payment of dividends to a nominee shareholder and a trustee as a professional participant of the securities market shall not exceed 10 business days; to other persons registered in the Register of Shareholders, 25 business days from the date of compiling the list of the persons entitled to dividends.

 

The new composition of the Board of Directors includes the following members (positions are indicated at the time of nomination):

1.  Pavel Livinsky, Director General of PJSC Rosseti ;

2.  Andrey Murov, Chairman of the Management Board of FGC UES, PJSC;

3.  Igor Kamenskoy, Managing Director, Renaissance Broker LLC;

4.  Yury Manevich, Deputy Minister of Energy of the Russian Federation;

5.  Pavel Grachev, Director General of PJSC Polyus;

6.  Ernesto Ferlenghi, Executive Vice President for Russia, Eni S.p.A. (Italy), Moscow;

7.  Nikolai Roshchenko, Member of the Management Board and Head of the Legal Division of NP Market Council for Organizing Efficient System of Trading on the Wholesale and Retail Electricity and Capacity Market;

8.  Vladimir Furgalsky Deputy Director General of PJSC Rosseti (currently Head of the Department for Corporate Policy and Property Relations in the Fuel and Energy Sector of the Russian Ministry of Energy)

9.  Pavel Grebtsov, Deputy Director General of PJSC Rosseti;

10.  Larisa Romanovskaya, Acting Deputy Director General of PJSC Rosseti (currently First Deputy General Director of PJSC Rosseti);

11.  Leonid Neganov, Deputy Director General of PJSC Rosseti .

 

The new composition of the Audit Commission includes the following members:

1.  Yevgeny Bordyashov, Head of the Department of Rosimushchestvo;

2.  Andrey Gabov, Deputy Director of the Department of the Russian Ministry of Economic Development;

3.  Tatiana Zobkova, Deputy Director of the Department of the Russian Ministry of Energy;

4.  Svetlana Kim, Department Division Manager, PJSC Rosseti;

5.  Dmitry Ponomarev, Department Division Manager, PJSC Rosseti.


The AGM voted to pay remuneration to the members of the Company's Board of Directors and to members of the Audit Commission, to those members who are not civil servants or members of Company's management (in accordance with Regulations on Remuneration and Compensation for Members of Federal Grid Company's Board of Directors and Regulations on Remuneration and Compensation for Members of Federal Grid Company's Audit Commission).

 

Ernst & Young, LLC was approved as the Company's auditor.

 

In addition, the decision was taken to transfer the powers of the sole executive body of FGC UES, PJSC to a management organisation, namely PJSC Rosseti, and to prematurely terminate the powers of Andrey Murov, Chairman of the Management Board of FGC UES from the date the respective agreement enters into force. The Regulations on the Management Board of FGC UES approved by the Annual General Meeting of Shareholders on 26 June 2015 have been declared invalid.

 

The revised editions of the Company's Articles of Association and a number of internal documents were approved, including Regulation on the procedure for arranging and holding the General Meeting of Shareholders, Regulation on the Board of Directors, Regulation on the Audit Commission, Regulation on Remuneration and Compensation to the members of the Board of Directors and the Audit Commission.

 

The full text of the resolutions will be available shortly on the Company's website:
https://www.fsk-ees.ru/eng/investors/corporate_governance/information_for_shareholders_meetings/annual-general-shareholders-meeting-may-15-2020/

 

 

 

 


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