Moscow, June 17th, 2015 – The Annual General Shareholders’ Meeting of OJSC Enel Russia was held in Moscow today, and was attended by shareholders holding in aggregate more than 93.7 percent of the total voting stocks. The list of persons eligible to participate in the meeting was drawn up as of April 28th, 2015.
Among the main issues on the agenda were the approval of the company’s annual report and annual financial statements for 2014, the approval of the company’s profit allocation, including the payment of dividends, and the election of its new Board of Directors and Internal Audit Commission.
The Annual General Shareholders’ Meeting approved the annual report and the annual financial statements of the company for 2014. For the second year in a row, acting on a proposal by the Board of Directors, the Shareholders’ Meeting approved the distribution of dividends totalling around 2.86 billion RUR or 0.080731 RUR/share, with that amount corresponding to 40% of the company’s IFRS net ordinary income for 2014. The Assembly fixed June 29th, 2015 as the Dividend Record Date.
“We are pleased to confirm that we are distributing profits to our shareholders for the second straight year. In 2014 we managed to improve our financial performance, showing how employees, the Board of Directors and the Executive Board are all working effectively towards the maximisation of shareholder interest. The solidity of our business and sound managerial decisions helped us withstand current challenges, allowing us to beat our financial targets, deliver good returns and look confidently towards the future”
Enel Russia’s Shareholders’ Meeting elected a new Board of Directors composed of 11 members:
- Arcelli Marco
- Deambrogio Roberto Antonio Enzo
- Zweguintzow Stephane
- Consumi Marco
- Marinich Sergey Vladimirovich
- Proietti Semproni Alessandra
- Luzzio Giuseppe
- Chmel Alexander Valentinovich
- Souviron Laurent Nicolas
- Rubin Aaron James
- Sitdekov Tagir Alievich
The Meeting also elected the company’s Internal Audit Commission and appointed LLC Ernst & Young as Enel Russia’s auditor.
The Annual General Shareholders’ Meeting approved an amended version of the Company Charter due to the amendments to Chapter 4 of the Civil Code of the Russian Federation, which were enacted in September 2014, and introduced a new classification of commercial companies. Joint-stock companies will be renamed as public joint-stock company (PJSC) if (a) their shares, or securities that are convertible into shares, are either placed by public offering or are publicly traded; or (b) their charter and corporate name indicate that the company is public. Consequent to the approval of this new version of the Charter, Enel Russia will be classified as a PJSC and its corporate name will be Public Joint Stock Company Enel Russia once all required corporate procedures are completed.
The Meeting also voted for a new version of the rule for payment of remuneration and compensation to members of Enel Russia’s Board of Directors, as well as approving a liability insurance contract for Directors and Officers.
An Enel Group subsidiary, PJSC Enel Russia operates the following power plants: Konakovskaya GRES, Nevinnomysskaya GRES, Sredneuralskaya GRES and Reftinskaya GRES. The company’s total gross installed electrical capacity is 9,428.7 MW (equivalent to 8,878.4 MW net installed capacity) and thermal capacity is 2.382 Gcal/h. PJSC Enel Russia’s authorised capital is 35,371,898,370 roubles, which is divided into ordinary shares with a par value of 1 rouble. The Enel Investment Holding B.V. share in the company’s authorised capital is 56.43%, PFR Partners Fund I Limited’s share is 19.03%, Prosperity Capital Management Limited’s share is 8.23%, VTB Bank’s share is 3.87% and other minority shareholders’ share is 12.44%. PJSC Enel Russia shares are listed in Level 1 MICEX quotation list. The company was established in Yekaterinburg on October 27th, 2004 as OJSC OGK-5. On July 7th, 2009 by the resolution of Annual General Shareholders’ Meeting the company was renamed OJSC Enel OGK-5 and on August 8th, 2014 the Federal Tax Service registered the new version of the company’s charter with the name OJSC Enel Russia. On June 25th, 2015 the company changed its legal type and was renamed PJSC Enel Russia.