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Friday 15 March, 2019

PJSC Inter RAO UES

Results of the Board of Directors meeting

RNS Number : 0598T
PJSC Inter RAO UES
15 March 2019
 

 

 

Results of the Board of Directors meeting of Inter RAO

 

Moscow, March 15, 2019 - Public Joint Stock Company "Inter RAO UES" ("Inter RAO", "Company", ticker on MOEX: IRAO), the largest diversified utilities holding in Russia, announces the results of the Board of Directors meeting of Inter RAO ("Board of Directors") held on March 15, 2019 by absentee voting.

 

The Board of Directors considered and adopted the following resolutions:

 

- Approval of the report on execution of the business plan of Inter RAO and Inter RAO Group for 2018.

It is resolved to:

1.1. Approve the report on execution of the business plan of Inter RAO Group for 2018.

1.2. Approve the report on execution of the business plan of Inter RAO for 2018.

 

- Convocation of Annual General Meeting of Shareholders of Company.

It is resolved to:

2.1. Convoke the Annual General Shareholders' Meeting of Inter RAO in the form of a meeting (joint attendance).

2.2. Determine May 20, 2019 as the date of the Annual General Shareholders' Meeting of Inter RAO.

2.3. Determine 10:00 a.m. (Moscow time) as the time of the Annual General Shareholders' Meeting of Inter RAO.

2.4. Determine Russian Federation, Moscow, Europe square, building 2, Radisson Slavyanskaya Hotel, Conference Hall as the venue of the Annual General Shareholders' Meeting of Inter RAO.

2.5. Determine that the registration of Annual General Shareholders' Meeting participants shall start on May 20, 2019 at 08:00 a.m. (local time) at the venue of the Annual General Shareholders' Meeting.

2.6. Determine April 26, 2019 as the record date for compiling the list of persons entitled to participate in the Annual General Shareholders' Meeting of Inter RAO.

2.7. Determine the following agenda of the Annual General Shareholders' Meeting of Inter RAO:

                  1. Approval of the Company's annual report.

                  2. Approval of the Company's accounting (financial) statements.

                  3. Distribution of the Company's profits and losses. Distribution of profit (including payment (declaration) of dividends) and losses of Inter RAO based on the results of the 2018 reporting year.

                  4.   Approval of the Charter of the Company in the new edition.

                  5.   Approval of the Regulations on the General Meeting of Shareholders in the new edition.

                  6.   Approval of the Regulations on the Board of Directors of the Company in the new edition.

                  7.   Approval of the Regulation on payment of remuneration and compensation to the members of the Board of Directors of the Company in the new edition.

                  8.   Approval of the Regulations on the Management Board of the Company in the new edition.

                  9. Payment of remuneration to the members of the Company's Board of Directors.

                  10. Payment of remuneration to the members of the Company's Revision Commission.

                  11. Election of members of the Company's Board of Directors.

                  12. Election of members of the Company's Revision Commission.

                  13. Approval of the Company's auditor.

      14. On the Company's participation in financial and industrial groups, associations and other associations of commercial organizations.

 

2.8. Determine that holders of ordinary registered shares of the Company are entitled to vote on all issues of agenda of the Annual General Shareholders' Meeting, with the exception of restrictions established by law.

2.9. Determine the form and the text of the voting ballots for the Company's Annual General Shareholders' Meeting and wordings of decisions on issues of agenda of the Annual General Shareholders' Meeting, which are sent in electronic form (in the form of electronic documents) to the nominal holders of shares registered in the register of shareholders of the company according to Appendix No. 3 hereto.

Determine that the voting ballots shall be sent by registered mail to each person registered in the register of shareholders and entitled to participate in the Company's Annual General Shareholders' Meeting not later than April 29, 2019.

2.10. Determine that the completed voting ballots shall be sent to the following addresses:

- 27/2 Bolshaya Pirogovskaya St., Moscow, 119435 Russian Federation, PJSC Inter RAO;

- PO Box 54, Moscow, 127137 Russian Federation, VTB Registrar CJSC.

2.11. Determine the next address of the website in information and telecommunications network "Internet", where the ballot papers in the electronic form can be filled in: http://www.vtbreg.ru.

                  Determine additional resource, where can be filled e-form of ballot paper: Mobile application "Quorum", developed by VTB Registrar CJSC (iOS and Android).

2.12. Determine that in determining the quorum and counting the votes at the Company's Annual General Shareholders' Meeting, the votes will be taken into account that are represented by the voting ballots received at least two days before the Annual General Shareholders' Meeting.

2.13. Determine the form and the text of the notice of the Annual General Shareholders' Meeting of Inter RAO.

2.14. Determine that the notice of the Annual General Shareholders' Meeting is published on the Company's website at: www.interrao.ru on or before April 19, 2019.

2.15. Approve that the information (materials) submitted to the persons entitled to take part in the Annual General Shareholders' Meeting of Inter RAO includes:

 

2.15.1. annual report of the Company and opinion of the Company's Revision Commission on the results of revision of annual report;

2.15.2. annual financial statements, including the opinion of the Company's auditor and the opinion of the Company's Revision Commission on the results of revision of annual financial statements;

2.15.3. evaluation of financial statements and the opinion of the Company's auditor prepared by the Audit Committee of the Board of Directors of the Company;

2.15.4. internal auditor's report;

2.15.5. materials regarding the payment (declaration) of dividends as provided for by the Dividend Policy Regulation:

2.15.5.1.    recommendations of the Company's Board of Directors concerning the amount of dividend on shares and the method of payment thereof;

2.15.5.2.    certificate of payment of the Company's authorized capital;

2.15.5.3.    certificate of redemption of all the Company's shares subject to redemption as per Article 76 of the Federal Law "On Joint-Stock Companies" or of no requests for share redemption as per the laws;

2.15.5.4.    calculation of the value of the Company's net assets;

2.15.6. information about the nominees to the Company's Board of Directors;

2.15.7. preliminary evaluation by the HR and Remuneration Committee of the Company's Board of Directors of the nominees to the Company's Board of Directors;

2.15.8. information about the nominees to the Company's Revision Commission;

2.15.9. information on whether the nominees to the Board of Directors and the Revision Commission have provided their written consents;

2.15.10.           information about the nominee for the position of the Company's auditor, including the name of the self-regulating organization of auditors, member of which is the candidate for the Company's auditor;

2.15.11.           the viewpoint of the Audit Committee on auditor independence;

2.15.12.           extract from the minutes of the meeting of the Board of Directors of the Company on the issue of determining the size of payment for auditor's services;

2.15.13.           information on significant conditions of the contract with the auditor of the Company and the procedures for his election (as part of an explanatory note on the issue of approval of auditor of the Company);

2.15.14. draft of Charter of the Company in the new edition and comparison table of changes with the current version;

2.15.15. draft of the Regulations on the General Meeting of Shareholders in the new edition and comparison table of changes with the current version;

2.15.16. draft of the Regulations on the Board of Directors of the Company in the new edition and comparison table of changes with the current version;

2.15.17. draft of the Regulation on payment of remuneration and compensation to the members of the Board of Directors of the Company in the new edition and comparison table of changes with the current version;

2.15.18. draft of the Regulations on the Management Board of the Company in the new edition and comparison table of changes with the current version;

2.15.19. recommendations of the Company's Board of Directors regarding  all agenda items, including regarding the distribution of the Company's profits and losses for the financial year;

2.15.20. draft of resolutions of Annual General Shareholders' Meeting with explanations;

2.15.21. reports on implementation of strategic priorities for the development and implementation of annual key performance indicators (KPIs) and control indicators (CI) as part of the Annual report of the Company;

2.15.22. report on the related-party transactions conducted by the Сompany during the reporting year;

2.15.23. certificate of absence in the reporting year of major transactions and shareholder agreements.

 

2.16.   Approve that the persons entitled to participate in the Company's Annual General Shareholders' Meeting may review the above information (materials) within the period from April 29, 2019 to May 20, 2019, except for weekends and holidays from 10:00 a.m. to 5:00 p.m. at the following addresses:

- 23 building 10 Pravdy St., Moscow, Russia, VTB Registrar CJSC;

- 27/2 Bolshaya Pirogovskaya St., Moscow, Russia, PJSC Inter RAO;

and starting from April 19, 2019 on the Company's website at: http://www.interrao.ru, through a web application "Personal account of the shareholder" on the website of the Registrar at the address http://www.vtbreg.ru and through the mobile application "Quorum".

The said information will also be available for review to the participants of the Company's Annual General Shareholders' Meeting at its venue on May 20, 2019 from the beginning of registration of the Company's Annual General Shareholders' Meeting participants up to its closure.

2.17.   Note that in accordance with clause 11.11 of the Charter of the Company the persons entitled to participate in the Annual General Shareholders' Meeting (hereinafter shareholders), provided technical conditions for participation in voting at the Annual General Shareholders' Meeting by filling in the electronic form of the voting ballot on the website of VTB Registrar CJSC at the address http://www.vtbreg.ru through Personal account of the shareholder.

Shareholders wishing to exercise their right to vote at the General meeting of shareholders via filling the electronic form of the voting ballot are required  (in the absence) to have the access to the Personal account of the shareholder. To do this, they must personally contact any of the offices of the Registrar, a list of which is presented on the Registrar's site at: http://www.vtbreg.ru/feedback/copmany/regional/ and sign consent form or use the remote login. How to connect to the Personal account of the shareholder is detailed on the Registrar's site: https://www.vtbreg.ru/shareholder/lka/.

The filling of the electronic ballot is possible both at the stage of early voting (not later than two days prior to the date of holding the Annual General Shareholders' Meeting), and during the Annual General Shareholders' Meeting.

The shareholder, who is registered in the Personal account of the shareholder, receives electronic notification about the early voting and, in case the shareholder did not participate in early voting, a shareholder receives the invitation to register for the meeting in the Personal account of the shareholder for the purposes of completing and filling electronic ballot during the Annual General Shareholders' Meeting.

Access to the mobile application "Quorum" is possible using the same credentials as to login to "Personal account of the shareholder".

Person, exercising rights on securities, if his rights on securities are recorded by the nominal holder, a foreign nominal holder, a foreign organization, having the right in accordance with its personal law to account and transfer rights on securities, participates in the Annual General Shareholders' Meeting and exercises the right to vote in the manner prescribed by article 8.9 of the Federal Law "On Securities Market", using electronic means through the Depositary accounting system if this service is supported by his nominal holder.

2.18. Advise to the General Director of JSC "Inter RAO Capital", which is the owner of Company's shares, to abstain from voting on the issues on the agenda of the Annual General Shareholders' Meeting except for the case when there will be no quorum to make a decision without taking into account the shares owned by JSC "Inter RAO Capital". In case of voting on the election of members of the Board of Directors in order to elect the required number of independent directors vote for independent directors.

2.19. Elect Aleksey Gennadyevich Sergeev (Head of Corporate Events of the Corporate Relations Department of the Corporate and Property Relations Unit of Inter RAO) as the Secretary of the Annual General Shareholders' Meeting of Inter RAO.

2.20. Approve the cost estimate for the preparation and holding of the Annual General Shareholders' Meeting of Inter RAO.

 

- Submitting of issues for approval by the Company's Annual General Meeting of Shareholders.

It is resolved to:

 

3.1. Recommend the Company's Annual General Shareholders' Meeting to:

Approve the Annual accounting (financial) statements of PJSC Inter RAO for the 2018 year.

It is resolved to:

3.2. Propose that the Company's General Shareholders' Meeting resolves to:

3.2.1. Approve the following distribution of Inter RAO's net profits for the 2018 year in the amount of 18,938,775.5 thousand rubles:

- 946,938.8 thousand rubles - to form the Reserve Fund;

- 17,918,750 thousand rubles - to pay out dividends;

- 73,086.7 thousand rubles - on repayment of losses of previous years.

3.2.2. Forward the undistributed profit of past years in the amount of 657,86 thousand rubles on repayment of losses of previous years.

 

3.2.3. Pay cash dividends on ordinary shares of PJSC Inter RAO for 2018 in the amount of 0.171635536398468 rubles per one ordinary share of the Company. The amount of dividends accrued per one shareholder of JSC Inter RAO is determined with accuracy to one kopeck. Rounding of numbers in calculations shall be according to the rules of mathematical rounding.

3.2.4. Set May 31, 2019 as the date of which the persons entitled to dividends are determined.

3.2.5. Pay dividends to the nominal holders of shares and trustees, being professional participants of the securities market, registered in the register of shareholders on or before June 17, 2019, and to other shareholders registered in the register of shareholders on or before July 08, 2019.

 

3.3. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to approve the Charter of the Company in the new edition.

3.4. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to approve the Regulations on the General Meeting of Shareholders in the new edition.

3.5. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to approve the Regulations on the Board of Directors of the Company in the new edition.

3.6. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to approve the Regulation on payment of remuneration and compensation to the members of the Board of Directors of the Company in the new edition.

3.7. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to approve the Regulations on the Management Board of the Company in the new edition

3.8. Propose to the Annual General Shareholders' Meeting of Inter RAO to make a decision on payment of remuneration to members of the Board of Directors in the amount, terms and procedure established by the Regulation on payment of remuneration and compensation to members of the Board of Directors.

3.9. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to approve the following resolution regarding the remuneration of members of Revision Commission of the Company:

3.9.1. In accordance with the Regulations on the Revision Commission of JSC "Inter RAO" within a period not later than one calendar month from the date of adoption of this decision to pay the remuneration for the audit of financial-economic activity of JSC "Inter RAO" carried out by the end of 2018, as follows:

• Members of the Revision Commission - 120 000 (one hundred and twenty thousand) rubles for each member;

• The Chairman of the Revision Commission - 180 000 (hundred eighty thousand) rubles.

 

3.10. Propose that the Annual General Shareholders' Meeting of Inter RAO to approve Ernst & Young LLC (OGRN 1027739707203), certificate of membership in the self-regulatory organization of auditors "Russian Union of auditors" (Association) (SRO RSA), a control copy of the register of auditors and audit organizations for the main registration number of the record №11603050648, as the Company's auditor.

 

3.11. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to make the following resolution:

 

3.11.1. Approve the joining of PJSC Inter RAO into the Association of the fuel and energy complex the Russian National Committee of the World Energy Council (RNC WEC) in the manner and under the conditions established by the internal documents of the Association, on the following essential conditions:

- the size of the entrance fee is determined by the General Meeting of members of the Association "RNC WEC" in accordance with the procedure established by the Charter and the Regulations on membership in the Association "RNC WEC";

- form of payment of the entrance fee-cash in Russian rubles at the exchange rate of the CBR at the time of payment;

- the procedure for making the entrance fee-within 1 (one) month from the date of adoption by the Presidium of the Association of the decision on admission to the Association "RNC WEC";

- the size of the annual membership fee is determined by the General meeting of members of the Association "RNC WEC" in accordance with the procedure established by the Charter and the Regulation on membership in the Association "RNC WEC";

- form of payment of the annual membership fee-is determined by the General meeting of members of the Association "RNC WEC" in accordance with the procedure established by the Charter of the Association "RNC WEC";

3.12. Recommend to the Annual General Shareholders' Meeting of JSC "Inter RAO" to make the following decision:

3.12.1. Approve the joining of PJSC Inter RAO into the National Association of Technology Transfer (NATT) in the manner and under the conditions established by the internal documents of NATT, on the following essential conditions:

- the size of the entrance fee-is determined by the General meeting of NATT members in accordance with the procedure established by the Charter and Regulations on the procedure for payment of contributions by NATT members;

- form of payment of the entrance fee - cash, securities, other property and non-property rights or other rights having a monetary value;

- the procedure for making the entrance fee - within 15 (fifteen) calendar days from the date of the Executive Director's decision on admission to the Association;

- the amount of the annual membership fee is determined by the General meeting of the members of the NUTT in accordance with the procedure established by the Charter and Regulation on the procedure of payment of contributions by members in NUTT;

- form of payment of the annual membership fee-is determined by the General meeting of NATT members in accordance with the procedure established by the Charter of NATT.

 

 

- Determining the amount of payment for the Company auditor's services.

          It is resolved to:

Board of Directors approved the payments for the Company auditor's services.

 

- Consideration of the reports of the Management Board of the Company.

It is resolved to:

5.1. Approve the report on investor relations for the year 2018.

5.2. Approve the report on the implementation of the decisions of the Board of Directors.

 

 

- Consideration of the Directives.

It is resolved to:

6.1. Take note of the Directive of the Government dated December 12, -2018 No. 10068п-P13.

 

Identification characteristics of shares of the Issuer in the case that the decisions of the meeting of the Board of Directors of the Issuer contains questions related to the exercise of the rights on certain securities of the Issuer: uncertificated registered ordinary shares. State registration number of issue of securities and date of its state registration: 1-04-33498-E; 23.12.2014. ISIN: RU000AOJPNM1.

 

The foregoing information is disclosed in compliance with the Securities Act of the Russian Federation.

For further information, please contact Inter RAO:

Larisa Sadovnikova                             Head of Investor Relations         +7 495 664-88-40 (ext. 2068)

[email protected]

Nikolay Gorelov                               Press Secretary                          +7 495 664-88-40 (ext. 2010)

[email protected]

Svetlana Sidelnikova                             Head of Corporate Relations      +7 495 664-88-40 (ext.2081)

[email protected]

 

Inter RAO is a diversified utilities holding headquartered in Moscow and managing assets in different countries. The company produces and sells electric energy and heat, trades energy on the international market, and engineers, designs and builds generating assets. Inter RAO Group owns and operates approximately 33.7 GW of installed power generating capacity. Inter RAO corporate strategy is focused on making the company a global energy enterprise and a key player in the international energy market. 

For further information see www.interrao.ru

 


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