PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on June 29, 2020
02-Jul-2020 / 16:02 CET/CEST
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according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
Results of the Board of Directors Meeting on June 29, 2020
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on June 29,
2020.
Resolutions passed on Items of the agenda:
Item 1: Approval of the report on the interim results of execution of the
Company's Business Plan for 2020 considering the actual results for Q1 2020
(including the report on execution of the Investment Program, including the
Complex Modernization Program for Generating Facilities, for Q1 2020).
Resolution adopted:
To approve the report on the interim results of execution of the Company's
Business Plan for 2020 considering the actual results for Q1 2020 (including
the report on execution of the Investment Program, including the Complex
Modernization Program for Generating Facilities, for Q1 2020) (Schedule 1 to
the Minutes).
Item 2: Approval of the report on execution of RusHydro's Annual Complex
Procurement Program for Q1 2020.
Resolution adopted:
To approve the report on execution of RusHydro's Annual Complex Procurement
Program for Q1 2020 (Schedule 2 to the Minutes).
Item 3: Approval of the report on implementation of the Company's Action
Plan for the Sale of Non?ore Assets for Q1 2020.
Resolution adopted:
1. To approve the report on implementation of RusHydro's Action Plan for the
Sale of Non?ore Assets for Q1 2020 (Schedule 3 to the Minutes).
2. To amend the Register of Non?ore Assets of the Company approved by the
Resolution of the Board of Directors of the Company on December 24, 2019
(Minutes No. 302 dated December 26, 2019) (Schedule 4 to the Minutes).
3. To approve the conclusion of the Agreement on the Gratuitous Transfer
(Donation) of Property (the "Agreement") under the following material terms
and conditions:
Parties to the Agreement:
The Donor is the Company.
The Donee is the Russian Federation represented by the Territorial
Directorate of the Federal Agency for State Property Management in the
Saratov Region.
Subject of the Agreement:
The Donor shall gratuitously transfer, and the Donee shall take into
possession the real property facilities (a motor road bridge across bays and
two highways) according to the list given in Schedule 5 to the Minutes.
Item 4: Approval of the reports on the performance results of the Committees
under the RusHydro Board of Directors for the 2019-2020 corporate year.
Resolution adopted:
1. To approve the report on the performance results of the Audit Committee
under the Board of Directors of the Company for the 2019-2020 corporate year
(Schedule 6 to the Minutes).
2. To approve the report on the performance results of the HR and
Remuneration (Nominations) Committee under the Board of Directors for the
2019-2020 corporate year (Schedule 7 to the Minutes).
3. To approve the report on the performance results of the Strategy
Committee under the Company's Board of Directors for the 2019-2020 corporate
year (Schedule 8 to the Minutes).
4. To approve the report on the performance results of the Investments
Committee under the Company's Board of Directors for the 2019-2020 corporate
year (Schedule 9 to the Minutes).
5. To approve the report on the performance results of the Reliability,
Energy Efficiency, and Innovations Committee under the Company's Board of
Directors for the 2019-2020 corporate year (Schedule 10 to the Minutes).
6. To approve the report on the performance results of the Far East Power
Industry Development Committee under the Company's Board of Directors for
the 2019-2020 corporate year (Schedule 11 to the Minutes).
Item 5: Consideration of matters of significance to the Company:
5.1. Matters related to the consolidation of energy assets in the Sakhalin
Region:
Item 5.1.1. The Company's participation in and withdrawal from other
entities (directive item).
Resolution adopted:
1. Approve a change in the Company's interest in the authorized capital of
JSC CEK through the conclusion of a share purchase and sale agreement (the
"Agreement") under the following material terms and conditions:
Parties to the Agreement:
The Seller is PJSC Rosneft Oil Company.
The Buyer is RusHydro.
Subject of the Agreement:
The Seller shall transfer one million (1,000,000) ordinary shares of JSC CEK
(state registration number of the issue of shares No. 1-01-32890-F) with a
nominal value of one thousand (1,000) rubles each (the "Shares") to the
Buyer, and the Buyer shall accept and pay for them.
Share price and payment procedure:
The price of the ordinary shares of JSC CEK purchased by the Buyer is
determined on the basis of the report of the independent appraiser, Ernst &
Young Appraisal and Consulting Services LLC, and amounts to one thousand
(1,000) rubles per share.
The Company's interest in the authorized capital of JSC CEK before the
Company's purchase of the shares of JSC CEK from PJSC Rosneft Oil Company:
26.94%.
The Company's interest in the authorized capital of JSC CEK after the
Company's purchase of the shares of JSC CEK from PJSC Rosneft Oil Company:
34.62%.
2) To consider the resolution in clause 1 to be an approval of the
transaction in accordance with letter "c" of subclause 24 of clause 12.1
of the Company's Articles of Association.
3. To approve a change in the Company's interest in JSC RAO ES of the East
and the Company's withdrawal from JSC CEK as a result of the Company's
contribution of four million five hundred seven thousand five hundred and
sixty-eight (4,507,568) ordinary shares of JSC CEK* to the authorized
capital of JSC RAO ES of the East as payment for additional ordinary shares
of JSC RAO ES of the East placed for the benefit of RusHydro by subscription
in a quantity to be determined depending on the price of the additional
ordinary shares of JSC RAO ES of the East and the price of the ordinary
shares of JSC CEK.
The price of the ordinary shares of JSC CEK that are to be contributed to
the authorized capital of JSC RAO ES of the East as payment for the
additional ordinary shares of JSC RAO ES of the East and the price of
placement of the additional ordinary shares of JSC RAO ES of the East shall
be determined by the Board of Directors of JSC RAO ES of the East in
accordance with Federal Law No. 208-FZ dated December 26, 1995 "On
Joint-Stock Companies."
The Company's interest in the authorized capital of JSC CEK after the
Company's contribution of the ordinary shares of JSC CEK to the authorized
capital of JSC RAO ES of the East: 0%.
The Company's interest in the authorized capital of JSC RAO ES of the East
after the Company's contribution of the ordinary shares of JSC CEK to the
authorized capital of JSC RAO ES of the East will be determined according to
the results of the placement of the additional shares of JSC RAO ES of the
East for the benefit of RusHydro and will be at least 84.39%.
The total interest of the Company and its controlled companies in the
authorized capital of JSC RAO ES of the East after the Company's
contribution of the ordinary shares of JSC CEK to the authorized capital of
JSC RAO ES of the East will be determined according to the results of the
placement of the additional shares of JSC RAO ES of the East for the benefit
of RusHydro and will be at least 99.98%.
* Including the 1,000,000 ordinary shares of JSC CEK purchased by RusHydro
from PJSC Rosneft Oil Company.
Item 5.1.2. Confidential.
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