PJSC RusHydro (HYDR) PJSC RusHydro: Results of the Board of Directors Meeting on September 23, 2019 26-Sep-2019 / 08:49 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 September 23, 2019 PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on September 23, 2019. Resolutions passed on Items of the agenda: Item 1: Participation of the Company in other organizations. 1) On the participation of the Company in JSC Sakhalin State District Power Station (GRES)-2. The resolution adopted: 1. To approve the participation of the Company in the authorized capital of JSC Sakhalin GRES-2 by concluding an agreement(s) for the sale of shares (hereinafter referred to as the Transaction) on the following material conditions: Parties to the Transaction: Issuer: Sakhalin GRES-2 JSC; Acquirer: RusHydro. Subject of the Transaction: The Issuer shall transfer to the Acquirer no more than 16,345,000,000 (Sixteen billion three hundred forty-five million) ordinary shares placed through private subscription (hereinafter referred to as the Shares). The Acquirer undertakes to accept and pay for the Shares. Price of the Transaction: 1 (One) ruble per 1 (One) share for a total amount of no more than 16,345,000,000 (Sixteen billion three hundred forty-five million) rubles. Other terms and conditions of the Transaction: The form of payment for the Shares is cash, with the possibility of payment by offsetting monetary claims against the Issuer. 2. To determine that, based on the results of the issue, the Company's participation share in the authorized capital of JSC Sakhalin GRES-2 will not change and amounts to 100 (One hundred) %, while the debt of Sakhalin GRES-2 owed to the Company in the amount of no less than 9,216,605,312 (Nine billion two hundred sixteen million six hundred five thousand three hundred and twelve) rubles shall be repaid following the acquisition of the additional shares. 3. Determine that the price of acquisition by the Company of additional ordinary shares of JSC Sakhalin GRES-2 corresponds to the nominal value and amounts to 1 (One) ruble per 1 (One) additional ordinary share for the total maximum amount of 16,345,000,000 (Sixteen billion three hundred forty-five million) rubles. 4. Consider this decision approval of the transaction in accordance with Lit. c), Subclause 24, Clause 12.1 of the Charter of the Company. 2) On the participation of the Company in JSC TPP in Sovetskaya Gavan. The resolution adopted: 1. To approve the participation of the Company in the authorized capital of JSC TPP in Sovetskaya Gavan by concluding an agreement(s) for the sale of shares (hereinafter referred to as the Transaction) on the following material conditions: Parties to the Transaction: Issuer: JSC TPP in Sovetskaya Gavan; Acquirer: RusHydro. Subject of the Transaction: The Issuer shall transfer to the Acquirer no more than 18,456,000,000 (Eighteen billion four hundred fifty-six million) ordinary shares placed through private subscription (hereinafter referred to as the Shares). The Acquirer undertakes to accept and pay for the Shares. Price of the Transaction: 1 (One) ruble per 1 (One) share for a total amount of no more than 18,456,000,000 (Eighteen billion four hundred fifty-six million) rubles. Other terms and conditions of the Transaction: The form of payment for the Shares is cash, with the possibility of payment by offsetting monetary claims against the Issuer. 2) Determine that, based on the results of the issue, the Company's participation share in the authorized capital of JSC TPP in Sovetskaya Gavan will not change and amounts to 100 (One Hundred) %, while the debt of JSC TPP in Sovetskaya Gavan to the Company in the amount of no less than 2,644,947,674 (Two billion six hundred forty-four million nine hundred forty-seven thousand six hundred seventy-four) rubles shall be repaid following the acquisition of the additional shares. 3. Determine that the price of acquisition by the Company of the additional ordinary shares of JSC TPP in Sovetskaya Gavan corresponds to the nominal value and amounts to 1 (One) ruble per 1 (One) additional ordinary share for the total maximum amount of 18,456,000,000 (Eighteen billion four hundred fifty-six million) rubles. 4. Consider this decision approval of the transaction in accordance with Lit. c), Subclause 24, Clause 12.1 of the Charter of the Company. 3) On the participation of the Company in JSC "Yakutsk State District Power Station (GRES)-2". The resolution adopted: 1.To approve the participation of the Company in the authorized capital of Yakutsk State District Power Station (GRES)-2 JSC by concluding an agreement(s) for the sale of shares (hereinafter referred to as the Transaction) on the following material conditions: Parties to the Transaction: Issuer: Yakutsk GRES-2 JSC; Acquirer: RusHydro. Subject of the Transaction: The Issuer shall transfer to the Acquirer no more than 5,912,000,000 (Five billion nine hundred and twelve million) ordinary shares placed through private subscription (hereinafter referred to as the Shares). The Acquirer undertakes to accept and pay for the Shares. Price of the Transaction: 1 (One) ruble per 1 (One) share for a total amount of not more than 5,912,000,000 (Five billion nine hundred and twelve million) rubles. Other terms and conditions of the Transaction: The form of payment for the Shares is cash, with the possibility of payment by offsetting monetary claims against the Issuer. 2. To determine that, based on the results of the issue, the Company's participation share in the authorized capital of JSC Yakutsk GRES-2 will not change and amounts to 100 (One hundred) %, while the debt of JSC Yakutsk GRES-2 owed to the Company in the amount of no less than 5,911,757,990 (Five billion nine hundred eleven million seven hundred fifty-seven thousand nine hundred and ninety) rubles shall be repaid to the Company after the acquisition of the additional shares. 3. Determine that the price of acquisition by the Company of additional ordinary shares of Yakutsk GRES-2 JSC corresponds to the nominal value and amounts to 1 (One) ruble per 1 (One) additional ordinary share for the total maximum amount of 5,912,000,000 (Five billion nine hundred and twelve million) rubles. 4. Consider this decision approval of the transaction in accordance with Lit. c), Subclause 24, Clause 12.1 of the Charter of the Company. Item 2: Approval of the report on the fulfillment of the Annual Comprehensive Procurement Program of RusHydro for 6 months of 2019. The resolution adopted: To approve the report on the fulfillment of RusHydro's Annual Comprehensive Procurement Program for 6 months of 2019 (Appendix 1 hereto). Item 3: On consent to conclude an agreement on the provision of comprehensive transport services, as well as on the leasing with crew and leasing of vehicles without crew and additional agreements thereto between PJSC RusHydro and JSC RusHydro TC as related-party transactions. The resolution adopted: 1) Determine the maximum price of the contract for the provision of comprehensive transport services, as well as the provision of leasing with crew and leasing of vehicles without crew between the Company and JSC RusHydro TC (hereinafter referred to as the Agreement) and its additional agreements, which are related-party transactions: 4,880,824,790 (Four billion eight hundred eighty million eight hundred twenty-four thousand seven hundred ninety) rubles 04 kopecks, excluding VAT.
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September 26, 2019 02:49 ET (06:49 GMT)