PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on August 28, 2019
30-Aug-2019 / 08:42 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 August 28, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on August 28,
2019.
Resolutions passed on Items of the agenda:
Item 1: On approval of the Company's internal documents: On approval of the
amended Regulation on Insider Information of RusHydro.
Resolution adopted:
To approve the new version of the Regulation on Insider Information of
RusHydro (Schedule 1 to the Minutes).
Item 2: On approval of the Report on the implementation of the Action Plan
for the sale of non-core assets of the Company for Q2 2019.
Resolution adopted:
1. To approve the Report on the implementation of the Action Plan
for the sale of non-core assets of RusHydro for Q2 2019 in accordance with
Schedule 2 to the Minutes.
2. To amend the Register of non-core assets of the Company and the Action
Plan for the sale of non-core assets of RusHydro for Q4 2018 and 2019
approved by the decision of the Board of Directors of the Company dated
December 24, 2018 (Minutes No. 281 dated December 27, 2018), in accordance
with Schedule 3 to the Minutes.
Item 3: On approval of transactions for the gratuitous transfer of the
Company's property to third parties:
3.1. On approval of transactions for the gratuitous transfer of the
Company's property to third parties: pedestrian and bicycle lanes created as
part of the construction of Nizhegorodskaya HPP for provision of urban
amenities.
Resolution adopted:
To approve the conclusion of an Agreement on the Gratuitous Transfer
(Donation) of Property (hereinafter referred to as the Agreement) under the
following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the urban settlement city of Zavolzhye, Gorodetsky municipal
district, Nizhny Novgorod Region
Subject of the Agreement:
The Donor shall gratuitously transfer and the Donee shall accept in
ownership for use as an object of provision of urban amenities the
installation "Pedestrian and Bicycle Lanes," cadastral number:
52:15:0000000:1448, length: 545 m, address: 14 Privokzalnaya Street, city of
Zavolzhye, Gorodetsky District, Nizhny Novgorod Region, Russian Federation
(ownership recorded in the Unified State Register of Real Estate on February
15, 2019 under No. 52:15:0000000:1448-52/110/2019-1).
3.2. On approval of transactions for the gratuitous transfer of the
Company's property to third parties: shares in construction facilities in
progress of the Kalmytskaya WPP.
Resolution adopted:
To approve the conclusion of an Agreement on the Gratuitous Transfer
(Donation) of Property (hereinafter referred to as the Agreement) under the
following material terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the Administration of the Priyutnensky District Municipality of
the Republic of Kalmykia.
Subject of the Agreement:
The Donor shall transfer free of charge and the Donee shall take into
possession a share in the construction facilities in progress of the
Kalmytskaya WPP in accordance with Schedule 4 to the Minutes.
Item 4: On termination of the Company's participation in Technopark
Rumyantsevo.
Resolution adopted:
To terminate the Company's participation in the authorized capital of
Technopark Rumyantsevo in accordance with the Program for the Alienation of
Non-Core Assets of RusHydro.
Item 5: On the merger of RusHydro Group energy companies located in the
Kamchatka Territory:
5.1. On termination of the Company's participation in Geoterm.
Resolution adopted:
To approve the termination of participation of RusHydro in Geotherm as a
result of the reorganization of Geoterm in the form of merger into
Kamchatskenergo.
5.2. On termination of the Company's participation in KamGEK.
Resolution adopted:
To approve the termination of participation of RusHydro in KamGEK as a
result of the reorganization of KamGEK in the form of merger into
Kamchatskenergo.
5.3. On participation of the Company in the authorized capital of
Kamchatskenergo.
Resolution adopted:
To approve the participation of RusHydro in the authorized capital of
Kamchatskenergo as a result of reorganization of Kamchatskenergo in the form
of the merger of Geoterm and KamGEK into it.
Share of RusHydro in the authorized capital of Kamchatskenergo before
reorganization is 0%.
Share of RusHydro Group in the authorized capital of Kamchatskenergo before
reorganization is 98.7%.
Share of RusHydro in the authorized capital of Kamchatskenergo after
reorganization is not less than 13.89%.
Share of RusHydro Group in the authorized capital of Kamchatskenergo after
reorganization is not less than 98.53%.
Item 6: On determining the position of RusHydro (RusHydro delegates) in the
management bodies of its subsidiaries:
Resolutions adopted on items 6.1-6.3: Confidential.
Item 7: On the consideration of matters of significance to the Company:
7.1. On amendments to the Long-Term Development Program of RusHydro Group
for the period of 2018 to 2022 (implementation of the directives of the
Government of the Russian Federation No. 10068p-P13 dated December 6, 2018
in terms of supplementation of the section "Implementation of Intelligent
Systems and Digital Technologies").
Resolution adopted:
Pursuant to the directives of the Government of the Russian Federation No.
10068p-P13 dated December 6, 2018 and in accordance with the decision of the
Board of Directors of the Company "On the transition of the Company to the
predominant use of domestic software,"* to approve amendments to the
Long-Term Development Program of RusHydro Group for the period of 2018 to
2022** in terms of the section "Implementation of Intelligent Systems and
Digital Technologies" according to Schedule 5 to the Minutes.
* Minutes No. 281 dated December 27, 2018.
** Approved by the decision of the Board of Directors of the Company
(Minutes No. 271 dated June 1, 2018), taking into account the changes made
by the decision of the Board of Directors of the Company (Minutes No. 279
dated October 26, 2018).
7.2. On the consideration of matters of significance to the Company: On
updating the Innovation Development Program of RusHydro Group.
Resolution adopted:
1. To take into account the report on comparison of the level of
technological development and the values of key performance indicators of
the RusHydro Group's innovation activity with the level of development and
indicators of the leading peer companies (hereinafter referred to as the
Comparison), revised with due regard to the conclusions on the report
submitted by the Ministry for Economic Development of the Russian Federation
and the Ministry of Energy of the Russian Federation (Schedule 6 to the
Minutes).
2. To approve the proposals for improving the quality of preparation and
(MORE TO FOLLOW) Dow Jones Newswires
August 30, 2019 02:42 ET (06:42 GMT)
© 2019 Dow Jones News
