At the meeting in absentia, E.ON Russia JSC Board of Directors considered multiple aspects related to preparation for an annual General Shareholders' Meeting appointed to June 29, 2012, and approved the agenda for the General Shareholders' Meeting.
The agenda includes the following items:
1) On approval of the Company annual report, the Company annual accounting statements, including the Company's Profit and Loss Statement, as well as the Company's Profit and Loss Distribution Statement (including Statement on Dividends Payment) following the results of 2011 financial year.
2) On election of members to the Company Board of Directors.
3) On election of members to the Company Revision Commission.
4) On approval of the Company's Auditor.
5) On approval of amendments to the Company Articles of Association.
The Board of Directors recommended the General Shareholders' Meeting to adopt a resolution on pay-out of dividends amounting to 24.24% of the net profit as per RAS for year 2011. According to the proposals on profit distribution, the Board of Directors recommended the shareholders to approve the dividends pay-out for E.ON Russian JSC ordinary shares subject to the results of financial year 2011, amounting to 0.05787978807 roubles per each ordinary share.
The Board of Directors recommended the General Shareholders' Meeting to approve PricewaterhouseCoopers Audit CJSC as the Company's Auditor for 2012.
The Board of Directors recommended the General Shareholders' Meeting to introduce amendments into the Company Articles of Association and approve the proposed version of the Articles of Association. Amendments to the Company Articles of Association were proposed in order to allow for the changes in the Company's activity and the laws that took place in 2011.
E.ON Russian JSC Board of Directors approved the Additional Agreement to the Loan Contract concluded between the Company and E.ON AG. The Additional Agreement envisages increase of the loan amount up to 2.17 billion roubles. The rates for funds allocation in favour of E.ON AG provide for similar profitability in comparison to offers of leading banks of Russia that are the Company's counterparties.
E.ON Russia JSC Board of Directors approved the Additional Agreement to the Paid Services Contract concluded between the Company and E.ON UK plc. This Contract is approved by the Board of Directors in December 2011. Pursuant to this Contract, E.ON UK renders services in favour of E.ON Russia JSC on advisory support related to operation of new combined cycle power units that were put into operation in 2010-2011. The Additional Agreement envisages reduction of the contract price owing to reduction of the advisory service scope rendered.