Fgc Rosseti · RUS:FEES
Fgc Rosseti — Federal Grid Company of Unified Energy System — Shareholder Meeting (June 2013)
45 slides from Fgc Rosseti's shareholder meeting presentation, Jun 27, 2013
Slide 1: Annual General Meeting of Shareholders
Annual General Meeting of Shareholders Moscow, June 27, 2013
Slide 2: Item 1: Approval of the Company's Annual Report for 2012
Item No. 1 Approval of the Company’s Annual Report for 2012 Andrey Kazachenkov, First Deputy Chairman of the Management Board 2
Slide 3: Federal Grid Company: facts and figures
Federal Grid Company: facts and figures Key Figures Regions of Presence The world's largest public backbone grid company in terms of the length of transmission lines and transformer capacity; Guaranteed return on investment due to the transition to tariff regulation based on the return on invest
Slide 4: 2012 Key corporate developments
2012 Key corporate developments During the 2011-2012 autumn-winter peak load period the Company reduced the specific accident rate in the UNEG by 33.3% compared with the 2010-2011 autumn-winter period; As part of preparation for the 2012-2013 heating season, all the Company’s branches – MES, PME
Slide 5: 2012 Key operational indicators
2012 Key operational indicators Production Indicators 2011 2012 Declared capacity, MW 90,937 90,492 Electric energy supplied from the UNEG, million kWh 484,664 498,288 Electric energy losses in the UNEG, % 4.65 4.4 Electricity Transmission Company consumers Number of the Company’s consumers • Distri
Slide 6: Repair program
Repair program • The annual repair program, as well as the timely and thorough preparation for special operating periods, allows the Company to maintain the normative technical state of equipment. • Based on 2012 results, the Company’s repair program was realized at 103% of the planned figure. Stubb
Slide 7: Results of working during special periods
Results of working during special periods Main results of passing during special periods Flood Season All planned activities to ensure the reliable operation of UNEG grids has been implemented. Electric Storm period Due to increased electric storm activity, a slight increase in the number of power l
Slide 8: Tariff regulation
Tariff regulation Regulatory Asset Base (RAB) Regulation On 21 May 2012, the Russian Federal Tariff Service approved tariffs under RAB regulation for 2012 – 2014 Federal Grid Company tariff was increased by 11.0% starting from 1 July 2012, by 9.4% starting from 1 July 2013, and by 9.4% from 1 Ju
Slide 9: Financial performance: 2010–2012
Financial performance: 2010–2012 Revenue EBITDA (1) RUR million RUR million 138 137 138 836 100 000 144 000 84 683 82 847 111 085 68 301 108 000 75 000 72 000 50 000 36 000 25 000 0 0 2010 2011 2012 2010 2011 2012 Investment Program Financing RUR million (including VAT) 200 000 184 716 179 899 167 0
Slide 10: The Company's cost optimization program
The Company’s cost optimization program Cost Optomization Program results: 2012 In 2012, the effect of reducing costs as a result of 2010 2011 implementing activities under the Company’s Cost Indicator Actual Actual Management Program amounted to Planned Actual RUR 2,165 mln Reduction in operating c
Slide 11: Credit portfolio
Credit portfolio Credit Portfolio RUR billion Total debt amounted to RUR 212.5 billion* as of 31 December 2012; 75% of total debt is RUR bonds, 8% is Eurobonds and the remainder is primarily bank loans; 100% of total debt is unsecured and ruble-denominated; The net debt position of RUR 178.0
Slide 12: 2012 Investment program realization
2012 Investment program realization 2012 Investment Program financing amounted to RUR 179,899 million (including VAT) 3 643 2013-2017 Investment Program Structure, RUR billion;%* 18 502 2 963 17 827 Backbone grids development 20.36; 3% 22.21; 3% 11 835 МВА FA renovation 48.8; 2 806 км 6% 57.65; Stat
Slide 13: 2013-2017 Key investment projects. Completed projects in 2012
2013-2017 Key investment projects. Completed projects in 2012 Provision of power (1,000MW) Provision of power (1,170MW) Construction of the 220kV Construction of power supply Provision of power (450 MW) Construction of power supply generated by Power Unit № 4 generated by Power Unit № 1 Pechorskaya
Slide 14: Goals and tasks of the Company's innovative development
Goals and tasks of the Company’s innovative development On 7 June 2011, the Company’s Board of Directors approved the Innovative Development Program for the period till 2016 (with a view till 2020). Duration 2011-2016 (with a view till 2020) During 2011 – RUR 2.53 billion, including R & D – RUR 1.9
Slide 15: R&D as a key element in innovative development
R&D Is as a key element in the Company’s innovative development The 2010-2014 R&D program was developed and approved by the Company’s Management Board and the Board of Directors, within the framework of the Company’s Innovative Development Program for the period till 2016 (with a view till 2020) Tog
Slide 16: Procurement and import substitution
Procurement and import substitution • In 2012, tender-based purchases accounted for 91% of total corporate procurements made by the Company; Main objectives of import substitution • The tender-based purchases amounted to RUR158,526,746.2 thousand. The economic efficiency of Reducing import depende
Slide 17: Personnel reliability - grid reliability
Personnel reliability - grid reliability Our HR policy is to provide the Company and its subsidiaries with highly qualified personnel in a timely manner, as well as to create conditions for the effective development and use of labor. Total number of employees: 25.1 thousand people Young people u
Slide 18: Youth policy
Youth policy 2012 Events and Activities Implementing a long-term corporate assistance Youth Round Tables program to upgrade employees’ housing conditions - The youth roundtable "Integration of the electric power industry: in search of a The Company worked out the 2012-2014 Corporate Housing Program
Slide 19: Corporate governance
Corporate governance Federal Grid's corporate governance practice complies with the Corporate Code of Conduct of the Federal Service for Financial Markets, as well as the Company's Corporate Governance Code (adopted in 2008), and is based on transparency, accountability, fairness and responsibility
Slide 20: Stock performance
Stock performance The Company’s share capital, according to the Articles of Association, consists of 1,255,948,128,393 shares as of 31.12.2012 The Company Shares and Indices Performance, % MICEX RTS Federal Grid Shareholding Structure In the beginning of 2012, the Company shares traded in line the
Slide 21: Strategic tasks
Strategic tasks Federal Grid is a reliable , effective, fast-growing company striving for becoming the power industry leader in innovations Maintenance of optimal equipment performance; Realization of a decrease in power loss in the grid program; Reliabbility Usage of innovative technologies i
Slide 22: Item 2: Approval of annual financial statements
Item No. 2 Approval of the Company's annual financial statements, including the income statement (profit and loss accounts) Andrey Noskov, Head of Accounting and Financial Reporting - Chief Accountant 22
Slide 23: The 2012 auditor's report
The 2012 auditor’s report • - According to Article 47 and sub-point 11, point 1, Article 48 of the Federal Law (dated December 26,1995) №208-FZ "On Joint-Stock Companies", the AGM approves the annual accounting statements of the Company; • - The fairness of the 2012 accounting statements has been co
Slide 24: Key indicators for 2011-2012
Key indicators for 2011-2012 RUR mln Indicator 2011 2012 Revenues 138,137 138,836 Expenses (92,901) (116,473) Operating profit 45,236 22,363 Profit (loss) before taxes 11,444 (14,232) Net profit (loss) for the reporting period (2,468) (24,502) 24
Slide 25: Property, capital and liability indicators for 2010-2012
Property, capital and liability Indicators for 2010-2012 RUR mln Indicator 2010 2011 2012 Total assets 902,110 1,037,493 1,122,955 Non-current assets 767,152 919,501 1,011,667 incl. PPE 276,063 446,893 594,543 Current assets 134,958 117,992 111,328 Total equity and liabilities 902,110 1,037,493 1,12
Slide 26: Item 3: Approval of profit distribution based on 2012 results
Item No. 3 Approval of the Company’s profit distribution based on 2012 results Andrey Fomenko, Head of Economic Planning and Budgeting Department 26
Slide 27: Recommendations on the Company's profit distribution
Recommendations on the Company’s profit distribution based on 2012 results Based on 2012 results, the Company recorded a loss in the amount of RUR 24,501,917 thousand The key driver of the 2012 loss was the negative financial result caused by a revaluation of financial investments, due to the decrea
Slide 28: Item 4: Amount, terms and forms of payment for 2012 dividends
Item No. 4 On the amount, terms and forms of payment for 2012 dividends Andrey Fomenko, Head of Economic Planning and Budgeting Department 28
Slide 29: Recommendations on 2012 dividend payment
Recommendations on the amount, terms and forms of payment for 2012 dividends According to point 2, Article 42 of Federal Law No. 208 “On Joint Stock Companies” (dated December 26, 1995) and point 7.5, Article 7 of Federal Grid's Articles of Association, the net profit calculated according to account
Slide 30: Item 5: Remuneration to non-State members of the Board of Directors
Item No. 5 On the amount of remuneration to non-State members of the Board of Directors (the Supervisory Board), in amounts set by the Company’s internal regulations Vladimir Furgalsky, Deputy Chairman of the Management Board 30
Slide 31: Remuneration to Board members
- According to the Regulations on the Payment of Remuneration to Members of Federal Grid's Board of Directors, adopted by the AGM on June 29, 2012, the decision to pay remuneration to members of the Company’s BoD is adopted by the AGM given net profit for the reporting FY; - The Company recorded a l
Slide 32: Item 6: Election of the Board of Directors
Item No. 6 Election of members of the Company`s Board of Directors (the Supervisory Board) Vladimir Furgalsky, Deputy Chairman of the Management Board 32
Slide 33: For Your Information
For Your Information In accordance with Article 53 of the Federal Law "On Joint Stock Companies" and Article 13 of the Company`s Articles of Association, a shareholder (s) holding at least 2% of the Company`s voting shares within 90 days of the expiration of the fiscal year are entitled to propose i
Slide 34: Principles to Form Company's Board of Directors
Principles to Form Company`s Board of Directors • Members of the Company's Board of Directors may only be an individual; • The Board of Directors shall be composed of 11 members; • The General Meeting of Shareholders elects at least 6 members of the Board of Directors from State representatives upon
Slide 35: List of candidates for the Board of Directors
List of candidates for the Board of Directors No Candidate name Position (at the time of nomination) 1. Georgy Boos President of LLC MC Boos Lighting Group 2. Oleg Budargin Chairman of the Management Board of Federal Grid 3. Pavel Grachev CEO of JSC Fund for the Development of the Far East and the B
Slide 36: Item 7: Election of the Auditing Commission
Item No. 7 Election of members of the Company`s Auditing Commission (the Controller). Vladimir Furgalsky Deputy Chairman of the Management Board 36
Slide 37: Principles to Form the Auditing Committee
Principles to Form the Auditing Committee A member of the Company's Auditing Committee may only be an individual The Company`s Auditing Committee shall consist of 5 members The election of members of the Auditing Committee is carried out by a simple vote 37
Slide 38: List of Candidates for the Auditing Committee
List of Candidates for the Auditing Committee N Candidate name Position (at the time of nomination) 1. Anna Drokova Deputy Head of the Departmental Office of the Federal Property Management Agency 2. Leonid Neganov Deputy Director of the Department of the Russian Ministry of Energy 3. Karim Samahuzh
Slide 39: Item 8: Approval of the Company's Auditor
Item No. 8 Approval of the Company`s Auditor. Andrey Noskov, Head of the Accounting and Financial Reporting - Chief Accountant 39
Slide 40: Approval of the Company's Auditor
Approval of the Company`s Auditor • The auditor candidate for Federal Grid for approval by the Annual General Meeting of Shareholders was determined on the basis of results of the open tender held in a procedural order stipulated by the Federal Law as of 21.07.2005 No 94-FZ On Placing Orders for the
Slide 41: Item 9: Approval of related party transactions
Item No. 9 Approval related parties transactions Maria Merzlikina, Head of Corporate Finance Department 41
Slide 42: Grounds for presenting the item to the Shareholders Meeting
Grounds for the presentation of the Item to the Shareholders Meeting of Federal Grid for Approval In accordance with the Federal Law "On Joint Stock Companies": • A related party transaction must be approved by the General Meeting of Shareholders of the Company in the event that all members of the C
Slide 43: Material terms of the insurance contract
Material terms of the insurance contract The cost of insurance will not exceed RUR 15 million* (fifteen million) (VAT exempt). The insured sum (limit of liability for all losses) is RUR 3,000,000,000. The term of the insurance is 1 year (from 01.01.2014 to 31.12.2014). Insurance risks: damage caused
Slide 44: Thank you!
Federal Grid . of Unified j | Company ~% a Energy System . Thank you!
Slide 45: Contacts for Institutional Investors and Analysts
Contacts for Institutional Investors and Analysts Head of Investor Relations: Alexander Duzhinov Tel.: +7 495 710 9064 Fax: +7 495 710 9641 E-mail: ir@fsk-ees.ru Vladimir Baklanov Tel.: +7 495 710 9333 (ext. 2926) E-mail.: baklanov-vv@fsk-ees.ru Egor Toropov Tel.: +7 495 710 9333 (ext. 2275) E
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