DJ PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2019
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2019
29-May-2019 / 09:04 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer / publisher is solely responsible for the content of this
announcement.
Results of the Board of Directors Meeting on May 24, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the
Company's Board of Directors held a meeting in absentia on May 24, 2019.
Resolutions passed on Items of the agenda:
Item 1: Inclusion of the candidates for election to the management and
supervisory bodies of the Company.
The resolution adopted:
1. To add to the list of candidates for election to the Board of Directors of
the Company at the annual General Meeting of Shareholders of the Company for
2018, approved by resolution of the Board of Directors of the Company on April
4, 2019 (Minutes No. 286 dated April 5, 2019), the candidates specified in
Schedule No. 1 to the Minutes.
2. To include in the list of candidates for election to the lnternal Audit
Commission of the Company at the annual General Meeting of Shareholders of the
Company for 2018 the candidates specified in Schedule No. 2 to the Minutes.
Item 2: On approval of the agenda of the Company's Annual General Meeting of
Shareholders.
The resolution adopted:
To approve the agenda of the Annual General Meeting of Shareholders to be held
based on the results of 2018:
1) Approval of the Company's Annual Report for 2018.
2) Approval of the Company's annual accounting (financial) statements by the
results of 2018.
3) Approval of the Company's profits distribution based on the results of
2018.
4) On payment of dividends, the time and form of payment of dividends based
on the results of operations in 2018, and establishment of the date as of
which the persons entitled to dividends are determined.
5) On payment of remuneration for work as a part of the Board of Directors to
the members of the Board of Directors of the Company who are not public
officials in the amount specified by the internal documents of the Company.
6) On payment of remuneration for work as part of the lnternal Audit
Commission to the members of the lnternal Audit Commission of the Company who
are not public officials in the amount specified by the internal documents of
the Company.
7) Election of members of the Board of Directors of the Company.
8) Election of members of the Internal Audit Commission of the Company.
9) Approval of the Company's Auditor.
10) Approval of the Company's Articles of Association in the new edition.
11) Approval of the Regulation on the Internal Audit Commission of the
Company in the new edition.
12. Approval of the Regulation on the procedure for convening and holding a
General Meeting of Shareholders of the Company in the new edition.
13. Approval of the Regulation on the procedure for convening and holding the
meetings of the Board of Directors of the Company in the new edition.
14. Approval of the Regulation on the Company's Management Board in the new
edition.
15. Approval of the Regulation on payment of remunerations and compensations to
the members of the Board of Directors of the Company in the new edition.
Item 3: On pre-approval of the Company's Annual Report for 2018.
The resolution adopted:
To pre-approve the Company's Annual report for 2018 in accordance with the
Draft Annual Report included in the materials prepared for the Meeting* and to
submit the same for approval of the Company's Annual General Meeting of the
Shareholders.
Item 4: On the consideration of annual accounting (financial) statements of the
Company based on the results of 2018.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Company's annual accounting (financial) statements based on the
results of 2018 included in the materials prepared for the Meeting*.
Item 5: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Company's profit distribution based on
the results of 2018.
The resolution adopted:
To pre-approve and recommend that the Annual General Meeting of Shareholders of
the Company approve the following distribution of profits (losses) of the
Company based on the results of 2018:
(mln. RUB)
Retained earnings (loss) of the reporting period 36,725.6
To be distributed on: the Reserve Fund 1,836.3
Development of the Company 18,970.8
Dividends 15,918.5
Item 6: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: On payment of dividends, the time and form of payment
of dividends based on the results of operations in 2018, and establishment of
the date as of which the persons entitled to dividends are determined.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To pay dividends on ordinary shares of the Company based on the results of 2018
in the amount of RUB 0.0367388 per one share.
Form of payment of dividends: monetary.
To establish July 09, 2019 (the 11th day from the date of the decision to pay
dividends) as the date on which the persons entitled to receive dividends shall
be determined.
The dividend payment period for a nominee holder or beneficial owner that is a
professional participant in the securities market registered in the Company's
shareholder register shall not exceed 10 business days, and for other persons
registered in the Company's shareholder register, it shall not exceed 25
business days from the date when the persons entitled to dividends are
determined.
Item 7: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: On payment of remuneration for work as a part of the
Board of Directors to the members of the Board of Directors of the Company who
are not public officials in the amount specified by the internal documents of
the Company.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To pay remuneration to the members of the Board of Directors based on their
work in the Board of Directors during the period from June 27, 2018, to June
28, 2019, in the amount, as per the procedure, and within the term specified by
the Resolution on the Payment of Remunerations and Compensations to the Members
of the Board of Directors of RusHydro approved by the decision of the Annual
General Meeting of Shareholders of the Company dated June 26, 2017 (Minutes No.
16 dated June 27, 2017).
Item 8: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: On payment of remuneration for work as a part of the
lnternal Audit Commission to the members of the lnternal Audit Commission of
the Company who are not public officials in the amount specified by the
internal documents of the Company.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To pay remuneration to the members of the lnternal Audit Commission based on
their work in the lnternal Audit Commission during the period from June 27,
2018, to June 28, 2019, in the amount, as per the procedure, and within the
term specified by the Resolution on Remunerations and Compensations to the
Members of the lnternal Audit Commission of RusHydro, approved by the decision
of the Annual General Meeting of Shareholders of the Company, dated June 26,
2017 (Minutes No. 16 dated June 27, 2017).
Item 9: On recommendations to the annual General Meeting of Shareholders of the
Company on the candidate for the Company's Auditor.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve Joint Stock Company PricewaterhouseCoopers Audit (OGRN
1027700148431) as the Auditor of PJSC RusHydro.
Item 10: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Company's Articles of Association in
the new edition.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Articles of Association of PJSC RusHydro in the new edition in
accordance with the Draft Articles of Association included in the materials
prepared for the Meeting*.
Item 11: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Regulation on the lnternal Audit
Commission of the Company in the new edition.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Regulation on the lnternal Audit Commission of PJSC RusHydro in
the new edition in accordance with the Draft Regulation on the lnternal Audit
Commission included in the materials prepared for the Meeting*.
Item 12: On recommendations for the annual General Meeting of Shareholders of
the Company concerning: Approval of the Regulation on the procedure for
convening and holding the General Meeting of Shareholders of the Company in the
new edition.
The resolution adopted:
Recommend that the Annual General Meeting of Shareholders of the Company adopt
the following resolution:
To approve the Regulation on the procedure for convening and holding a General
Meeting of Shareholders of PJSC RusHydro in the new edition in accordance with
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DJ PJSC RusHydro: Results of the Board of Directors -2-
the Draft Regulation on the procedure for convening and holding a General Meeting of Shareholders of PJSC RusHydro included in the materials prepared for the Meeting*. Item 13: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the Regulation on the procedure for convening and holding the meetings of the Board of Directors of the Company in the new edition. The resolution adopted: Recommend that the Annual General Meeting of Shareholders of the Company adopt the following resolution: To approve the Regulation on the procedure for convening and holding the meetings of the Board of Directors of PJSC RusHydro in the new edition in accordance with the Draft Regulation on the procedure for convening and holding the meetings of the Board of Directors of PJSC RusHydro included in the materials prepared for the Meeting*. Item 14: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the Regulation on the Company's Management Board in the new edition. The resolution adopted: Recommend that the Annual General Meeting of Shareholders of the Company adopt the following resolution: To approve the Regulation on the Management Board of PJSC RusHydro in the new edition in accordance with the Draft Regulation on the Management Board of PJSC RusHydro included in the materials prepared for the Meeting*. Item 15: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the Regulation on payment of remunerations and compensations to the members of the Board of Directors of the Company in the new edition. The resolution adopted: Recommend that the Annual General Meeting of Shareholders of the Company adopt the following resolution: To approve the Regulation on payment of remunerations and compensations to the members of the Board of Directors of PJSC RusHydro in the new edition in accordance with the Draft Regulation on payment of remunerations and compensations to the members of the Board of Directors of PJSC RusHydro included in the materials prepared for the Meeting*. Item 16: On approval of the report on interested party transactions concluded by the RusHydro in 2018. The resolution adopted: To approve the report on interested party transactions made by the RusHydro in 2018 (Schedule No. 3 to the Minutes). Item 17: Recognition of candidates to the Board of Directors as independent. The resolution adopted: In accordance with the recommendations of the HR and Remuneration (Nominations) Committee under the Company's Board of Directors: 1) To take note of the information on the results of evaluation of the compliance of member of the Board of Directors (candidate for election to the Company Board of Directors at the annual General Meeting of Shareholders in 2019) Maksim Sergeevich Bystrov with the independence criteria provided for in Schedule No. 4 to the Listing Rules of the Moscow Exchange. There is no connection between M.S. Bystrov and the Company, a substantial shareholder, competitors, the state, or a municipal entity. M.S. Bystrov meets the formal criteria of connection with the Company's significant counterparties - JSC ATS, JSC SO UES, JSC FSC, and Autonomous Non-commercial Organization "Training Center "Market Council"**- as the amount of liabilities under the agreements between the Company and each of the said counterparties exceeds 2% of the book value of assets and 2% of the revenue of each counterparty. To note that the connection between M.S. Bystrov and significant counterparties of the Company - JSC ATS, JSC SO UES, JSC FSC, and Autonomous Non-commercial Organization "Training Center "Market Council" - is formal in nature and does not affect Mr. M.S. Bystrov's ability to act, as a member of the Board of Directors, in the interests of the Company and its shareholders for the following reasons: ? JSC ATS*** (Joint-Stock Company Administrator of the Trade System of the Wholesale Electricity Market) renders the services of a commercial operator of the wholesale electricity and capacity market (hereinafter - the "wholesale market") to the Company in the manner provided for in Clause 7 of Article 33 of Federal Law No. 35-FZ dated March 26, 2003, "On the Electric Power Industry" (the "Federal Law on the Electric Power Industry") under an Agreement for Integration into the Trade System of the Wholesale Market. The conditions of the agreement are binding for the parties. Commercial relations between the Company and JSC ATS are based on the principle of non-discriminatory access to the services of commercial infrastructure organizations of the wholesale market (Article 20 of the Federal Law on the Electric Power Industry) and on the principle of state regulation of tariffs for the services of a commercial operator of the wholesale market (Article 23.1 of the Federal Law on the Electric Power Industry); ? JSC SO UES (Joint-Stock Company System Operator of the Unified Energy System) provides the Company with operational dispatch management services in the electric power industry due to its status as a system operator envisioned by Clause 1 of Article 12 of the Federal Law on the Electric Power Industry and under the Agreement for Integration into the Trade System of the Wholesale Market. Commercial relations between the Company and JSC SO UES are based on the principle of non-discriminatory access to operational dispatch management services in the electric power industry (Clause 6 of Article 20 of the Federal Law on the Electric Power Industry) and on the principle of state regulation of tariffs for operational dispatch management services (Article 23.1 of the Federal Law on the Electric Power Industry). ? JSC FSC (Joint-Stock Company Financial Settlement Center) is classified among the commercial infrastructure organizations of the wholesale electricity and capacity market of the Russian Federation; it ensures the functioning of the contractual structure of the wholesale market and the system of financial settlements between its participants, and renders services to the Company for calculation of claims and liabilities under the Agreement for Integration into the Trade System of the Wholesale Market. The Agreement was concluded in accordance with Clause 1 of Article 32 of the Federal Law on the Electric Power Industry and Clause 40 of the Rules for the Wholesale Electricity and Capacity Market approved by Regulation of the Government of the RF No. 1172 dated December 27, 2010. Commercial relations between the Company and JSC FSC are based on the principle of non-discriminatory access to the services of commercial infrastructure organizations of the wholesale market (Article 20 of the Federal Law on the Electric Power Industry). The uniform charge for the service package provided by JSC FSC (for all counterparties) is approved by the Supervisory Board of the Association "Non-Profit Partnership Market Council". ? Autonomous Non-commercial Organization "Training Center "Market Council" (Autonomous Non-commercial Organization of Continuing Professional Education "Training Center of Non-Profit Partnership "Market Council"), established under the Association of Non-Profit Partnership "Market Council", is an infrastructure organization of wholesale and retail trade in electricity and capacity; it renders services to the Company in the field of education and training of specialists in organizing an effective system of wholesale and retail trade in electricity and capacity. Considering that the wholesale market regulations adopted by the Supervisory Board of the Association "Non-Profit Partnership Market Council" are constantly amended, to maintain a high level of knowledge in the field of wholesale market procedures and to obtain information on current and planned changes in the wholesale market, the employees of the Company need to undergo training at the primary source - that is, at Autonomous Non-commercial Organization "Training Center "Market Council". The training contracts between the Company and Autonomous Non-commercial Organization "Training Center "Market Council" are concluded on market conditions. Mr. M.S. Bystrov's track record in the Company Board of Directors proves his ability to make independent, unbiased, and conscientious judgments as Mr. M.S. Bystrov's stance on agenda items of meetings of the Board of Directors and committees under the Board of Directors is based on his expertise and experience, is autonomous and independent, and the decisions made by Mr. M.S. Bystrov allow one to draw the conclusion that his formal connection with significant counterparties of the Company - JSC ATS, JSC SO UES, JSC FSC, and Autonomous Non-commercial Organization "Training Center "Market Council" - does not influence his decision making as Mr. M.S. Bystrov acts in the interests of the Company and all its shareholders. Based on Clause 2 of Section 2.18 of Schedule No. 2 and on Schedule No. 4 to the Listing Rules of the Moscow Exchange, to recognize Maksim Sergeevich Bystrov as an independent director. Item 18: Approval of the terms of the contract with the Company's Registrar. The resolution adopted: To approve the material terms and conditions of Supplementary Agreement to the Agreement for provision services for the keeping of the shareholder register No. 1010-238-31-2017 dated April 10, 2017 (Schedule No. 4 to the Minutes). Item 19: On issues related to convening and holding the AGM. The resolution adopted: 1. To determine that the information (materials) to be provided to the persons entitled to participate in the Meeting shall be as follows: the Annual Report of the Company for 2018 (including the information on sustainable development) and the opinion of the Internal Audit Commission based on its review findings; the annual accounting (financial) statements on the results of 2018, including
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the auditor's report and the report of the Company's Internal Audit Commission based on its audit findings; A justification of the proposed distribution of net earnings and an assessment of its compliance with the dividend policy adopted in the Company, including for the payment of dividends and the Company's own needs, with explanations and economic justification for the need to allocate a certain part of the net earnings for the Company's own needs; information on shareholder's agreements concluded during the year before June 28, 2019; report on the entry into related-party transactions by the Company in 2018 and conclusion of the Company's lnternal Audit Commission on the reliability of the data contained in the report; recommendations of the Board of Directors of the Company on agenda items of the annual General Meeting of Shareholders of the Company as well as minority reports of members of the Board of Directors on each agenda item; information on proposals to include items in the agenda of the annual General Meeting of Shareholders, including the information on who proposed each of the items included in the agenda of the Meeting; extracts from the Minutes of the Audit Committee under the Company's Board of Directors, the Investments Committee under the Company's Board of Directors, and the HR and Remuneration (Nominations) Committee under the Company's Board of Directors on the respective items to be considered by the Meeting; details of candidates for election to the Board of Directors of the Company, including the information on who nominated them, and the information on their compliance with independence criteria; details of candidates for election to the Internal Audit Commission of the Company, including the information on who nominated them; information regarding the presence or absence of the written consent of the candidates nominated for election to the Board of Directors and the Internal Audit Commission to be elected to the respective body of the Company; details of the candidacy of the Company's Auditor; Articles of Association of the Company; the draft of a new version of the Company's Articles of Association; a comparative table of changes to the Company's Charter with the justification for the need to adopt the respective resolutions; The current version and the draft of a new version of the Regulation on Convening and Holding the General Meeting of Shareholders of the Company; a comparative table of changes to the Regulation on the Procedure for Convening and Holding the General Meeting of Shareholders of the Company with the justification for the need to adopt the respective resolutions; the current version and the draft of a new version of the Regulation on Convening and Holding the Meetings of the Company's Board of Directors; a comparative table of changes to the Regulation on the Procedure for Convening and Holding the Meetings of the Board of Directors of the Company with the justification for the need to adopt the respective resolutions; the current version and the draft of a new version of the Regulation on the Management Board of the Company; a comparative table of changes to the Regulation on the Management Board of the Company with the justification for the need to adopt the respective resolutions; the current version and the draft of a new version of the Regulation on the lnternal Audit Commission of the Company; a comparative table of changes to the Regulation on the lnternal Audit Commission of the Company with the justification for the need to adopt the respective resolutions; the current version and the draft of a new version of the Regulation on Payment of Remunerations and Compensations to Members of the Company's Board of Directors; a comparative table of changes to the Regulation on Payment of Remunerations and Compensations to Members of the Company's Board of Directors with the justification for the need to adopt the respective resolutions; an explanation of the consequences that may occur for the Company and its shareholders in the case of the adoption of amendments to the Company's Articles of Association and internal documents; information on corporate actions that resulted in a deterioration of shareholders' dividend rights and/or dilution of their shares and information on court decisions that established facts of the use by shareholders of other methods besides dividends and liquidation value for obtaining income at the expense of the Company; conclusion of RusHydro Internal Audit Service; draft resolutions of the Meeting on the agenda items. 2. To determine that persons entitled to participate in the Meeting may familiarize themselves with information (materials) for the Meeting at the Meeting venue (on the date of the Meeting) and during 30 days prior to the date of the Meeting at the following addresses: - 7 Malaya Dmitrovka str., Moscow (on business days from 10:00 a.m. to 5:00 p.m. local time), tel. 8-800-333-80-00 ext. 1969; 2204; - 23 Pravdy str., bld. 10, Moscow, JSC VTB Registrar (on business days from 10.00 a.m. to 5.00 p.m. local time), tel. 8 (800) 200-61-12 (toll-free number in Russia); - 43 Dubrovinskogo, bld. 1, Krasnoyarsk (on business days from 10:00 a.m. to 5:00 p.m. local time), tel. 8-913-031-71-04 - and on the Company's website: www.rushydro.ru [1], in the personal account of the shareholder on the Registrar's website at: http://www.vtbreg.ru, in the Quorum mobile application (for iOS and Android) developed by the Registrar, as well as in the shareholder's personal account in the E-voting electronic voting service on the Internet at: https://www.e-vote.ru/ru [2]. 3. To approve the form and text of the notice on the holding of the Meeting (Schedule No. 5 to the Minutes). 4. To publish the notice on the holding of the Meeting on the Company's website on the Internet: www.rushydro.ru, at least 30 days prior to the date of the Meeting. 5. To determine that the notice on the holding of the Meeting and the information (material) for the Meeting shall be sent in electronic form (as electronic documents) to the Company's registrar for their further submission to the persons entitled to participate in the Meeting, in accordance with the laws of the Russian Federation on securities. 6. To approve the form and text of the ballots for voting at the Annual General Meeting of Shareholders of the Company (Schedule No. 6 to the Minutes). 7. To determine that ballots for voting on the Meeting's agenda items shall be sent by registered mail or be delivered against signature to each person registered in the Company's shareholder registers and entitled to participate in the Meeting no later than June 7, 2019 (inclusive). 8. To approve the wording of resolutions on the agenda items of the Meeting, which should be sent electronically (in the form of electronic documents) to nominal holders of shares registered in the Company's shareholder register (Schedule No. 7 to the Minutes). 9. To determine that the wording of resolutions on the agenda items of the Meeting and the voting ballots shall be provided by sending them to the Company's registrar for their further submission in electronic form (as electronic documents) to the nominal holders of shares registered in the Company's shareholder register no later than June 7, 2019 (inclusive). 10. To determine that completed voting ballots may be sent to the following postal address: - JSC VTB Registrar, PO Box 54, Moscow 127137. 11. To determine the following addresses of websites for electronic registration and completion of the electronic voting ballots: http://www.vtbreg.ru [3]; https://www.e-vote.ru/ru [2], and in the Quorum app deeloped by the registrar (for iOS and Android). 12. To elect Natalia Gennadievna Kovalyova as the Secretary of the Meeting. 13. To conduct a video broadcast of the Meeting on the corporate website of the Company. *materials prepared for the Meeting mean information (materials) that are to be provided to persons entitled to participate in the Annual General Meeting of Shareholders based on the results of 2018 during preparation for holding it. ** M.S. Bystrov is a member of the Board of Directors of JSC SO UES, the Chairman of the Management Board and a member of the Board of Directors of JSC ATS, the Chairman of the Management Board and a member of the Supervisory Board of the Association "Non-Profit Partnership Market Council". JSC FSC (through JSC ATS) and Autonomous Non-commercial Organization "Training Center "Market Council" are controlled by the organizations of the Association "Non-Profit Partnership Market Council". *** By decision of the Supervisory Board of the Association "Non-Profit Partnership Market Council" (formerly known as Non-Profit Partnership ATS) dated November 30, 2007, since April 1, 2008, JSC ATS has been entrusted with the performance of the functions of a commercial operator of the wholesale market, classified by Clause 1 of Article 33 of the Federal Law on the Electric Power Industry as commercial infrastructure organizations of the wholesale market. About RusHydro RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 400 generating facilities in Russia and abroad. The company also manages a number of R&D, engineering and electricity retail companies. Group's thermal assets are operated by subsidiary - RAO Energy System of East in the Far East of Russia. Total electricity generation capacity of the Group is 39.4 GW, heat capacity - 18.5 thousand GCal/h. Russian Federation owns 60.56% in RusHydro, the rest is held by other institutional and individual shareholders (over 360,000). The company's stock is traded on Moscow Exchange (MOEX), and included in MSCI EM - MSCI Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX. For more information: Investor Relations Department
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