OREANDA-NEWS. PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on November 11, 2015, to address issues related to the Extraordinary General Meeting of shareholders (EGM).

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The Board of Directors resolved to convene the EGM in absentee vote on December 25, 2015.

The record date for EGM participation is November 23, 2015.

The voting ballots should be sent to the Registrar R.O.S.T. central office: POB 9, 18, Stromynka street, Moscow, Russia, 107996.

The shareholders may review the documents within 30 days prior to the EGM at the following locations:

  • Moscow, 7 Malaya Dmitrovka Street (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 800 333 8000 /+7 (495) 225-3232; +7 (800) 333-8000 ext. 1824; 1025; mail receipt/delivery: ext. 1832, 4185;
  • Moscow, 18/13 Stromynka Street; JSC R.O.S.T., Company's registrar (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 (495) 771-7336;
  • Krasnoyarsk, Dubrovinsky str., 43, bld. 1, (on working days from 10:00 a.m. to 6:00 p.m., local time); telephone: +7 (913) 031-7104;

The notification of the EGM will be published in Rossiyskaya Gazeta newspaper, as well as on RusHydro’s corporate website not later than 30 days prior to the date of EGM.

The Board of Directors appointed Maxim Zavalko, Deputy Head of corporate governance and property management department as Corporate Secretary of the EGM.

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The Board of Directors approved the agenda for EGM:

1. Determining the amount, par value, class of shares and the rights attached to them.

2. Amendments to the Articles of Association.

3. Increase of the Company’s share capital.

4. Approval of share purchase agreement between RusHydro and VTB Bank, qualified as interested party transaction.

5. Approval of a forward contract between RusHydro and VTB Bank, qualified as interested party transaction.

6. Approval of the guarantee agreement with the Russian Federation, qualified as interrelated and interested party transactions.

7. Approval of guarantee agreement under bonds issue of RAO ES of the East, qualified as interrelated and interested party transactions.

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The Board of Directors determined that:

  • the price of RusHydro’s shares of additional issue (par value of one share) amounts to RUB 1 per one share, hence, the price limit of share purchase agreement between RusHydro and VTB Bank, qualified as interested party transaction, amounts to RUB 85 bn.
  • the price of forward contract between RusHydro and VTB Bank, qualified as interested party transaction, equals to the shortfall between estimated and forward price of the stake to be reimbursed by RusHydro in case this difference is negative or by VTB Bank in case this difference is positive.
  • upper limit price of guarantee on liabilities of RAO ES of the East before the Russian Federation regarding reimbursement of funds that could be paid in accordance with condition of the government guarantee provided by the latter and agreement on procedure of the guarantee, being interrelated interested party transactions is RUB 42.5 bn.
  • upper limit price of guarantee and agreement on procedure of the guarantee on the bond loan of the RAO of the East, being interrelated interested party transactions, is determined as the sum of par value of all bonds series 01 of RAO ES of the East in the amount of RUB 85 bn and maximum accrued coupon income on the bonds series 01 of RAO ES of the East.

On October 7 2015, the Board of Directors of RusHydro approved a mechanism of refinancing of RAO ES of the EAST debt through additional issue of RusHydro shares and raising equity capital from VTB Bank worth up to RUB 85 bn, resulting in the VTB obtaining a stake in RusHydro amounting up to 20% of the Company’s total capital.

RusHydro and VTB Bank plan to sign a 5-year forward contract on the newly issued shares with total value of RUB 85 bn. At the same time, VTB Bank intends to provide assistance to RusHydro in increasing its investment appeal, including through improved financial conditions as well as implement joint activity with the Company aimed at the search of strategic investors. RusHydro management must develop and approve Program of market capitalization growth and increase of investment appeal aimed at growth of shareholder value.

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The Board of Directors recommended to the General Shareholder Meeting:

  • to determine, that the Company has a right to place additional 154.7 bn shares with par value of RUB 1 per share with total worth of RUB 154.7 bn[1];
  • to introduce necessary changes and additions to the Articles of Association;
  • to increase the Company charter capital through placement of 154.7 bn additional shares with par value of RUB 1 per share, with total worth of RUB 154.7 bn via open subscription;
  • approve signing contract of purchase and sale of shares between the Company and VTB Bank qualified as interested party transactions;
  • approve signing of forward contract on the Company shares (series of interrelated transactions) between the Company and VTB Bank regarding Company shares qualified as interested parties ;
  • approve issuance of the Company guarantee on liability of RAO ES of the East before the Russian Federation via entering guarantee agreement and agreement on procedure of the guarantee on recourse claims by the Russian Federation, the latter being interrelated transactions between interested parties;
  • approve issuance by the Company of guarantee on liability of RAO ES of the East before the holders of placed bonds.

[1]Total number of additional shares to be placed is calculated accounting for possible purchase of shares by existing shareholders in realization of their preemptive rights as well as possibility of consolidation of a number of energy assets by the Company.