DJ PJSC RusHydro: Results of the Board of Directors Meeting on December 02, 2020
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on December 02,
2020
04-Dec-2020 / 07:27 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 is solely responsible for the content of this announcement.
Results of the Board of Directors Meeting on December 02, 2020
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that
the Company's Board of Directors held a meeting in absentia on December 02,
2020.
Resolutions passed on Items of the agenda:
Item 1: On Constitution of Committees under the Board of Directors of the
Company.
1.1. On Constitution of the Audit Committee under the Board of Directors of
the Company.
Adopted Resolution:
1) Into the Audit Committee under the RusHydro Board of Directors, the
following are elected:
Maksim Sergeyevich Member of the RusHydro Board of
Directors, Chairman of the Association
1) "NP Market Council" Management Board.
Bystrov
Pavel Sergeyevich Member of the RusHydro Board of
Directors, General Director of PJSC
2) Polyus.
Grachev
Vyacheslav Viktorovich Member of the RusHydro Board of
Directors, President (CEO) of LLC
3) Altera Capital.
Pivovarov
2. The information is taken into consideration, that all members of the
Audit Committee under the RusHydro Board of Directors have experience and
knowledge in preparation, analysis, evaluation and audit of the accounting
(financial) statements.
3. Vyacheslav Viktorovich Pivovarov is elected as Chairman of the Audit
Committee under the RusHydro Board of Directors.
1.2. On Constitution of the HR and Remunerations (Nominations) Committee
under the Board of Directors of the Company.
Adopted Resolution:
1) Into the HR and Remunerations (Nominations) Committee under the
RusHydro Board of Directors, the following are elected:
Maksim Sergeyevich Member of the RusHydro Board of
Directors, Chairman of the Association
1) "NP Market Council" Management Board.
Bystrov
Pavel Sergeyevich Member of the RusHydro Board of
Directors, General Director of PJSC
2) Polyus.
Grachev
Vyacheslav Viktorovich Member of the RusHydro Board of
Directors, President (CEO) of LLC
3) Altera Capital.
Pivovarov
2) Pavel Nikolayevich Grachev is elected as Chairman of the HR and
Remunerations (Nominations) Committee under the RusHydro Board of
Directors.
1.3. On Constitution of the Strategy Committee under the Board of Directors
of the Company.
Adopted Resolution:
1. Into the Strategy Committee under the Company Board of Directors, the
following are elected:
1. Pavel Sergeyevich Member of the RusHydro Board of
Directors, General Director of PJSC
Polyus.
Grachev
2. Lev Vladimirovich Member of the RusHydro Board of
Directors, General Director of LLC
Management Company "Intergeo".
Kuznetsov
3. Vyacheslav Viktorovich Member of the RusHydro Board of
Directors, President (CEO) of LLC
Altera Capital.
Pivovarov
4. Nikolay Dmitriyevich Member of the RusHydro Board of
Directors, Rector of Federal State
Budgetary Educational Institution of
Higher Education "NIU MEI" (National
Rogalev Research University Moscow Power
Engineering Institute).
5. Dmitry Nikolayevich Member of the RusHydro Board of
Directors,
Snesar
Head of Department of Market Industry
Customer Relations - Senior
Vice-President of VTB Bank (PJSC).
6. Roman Nikolayevich Deputy General Director for Strategy,
Innovations and Future Development,
RusHydro.
Berdnikov
7. Igor Anatolyevich Head of Front Office of the Deputy
Chairman of the Government of the
Russian Federation - Russian
Presidential Plenipotentiary Envoy to
Zadvornov the Far Eastern Federal District.
8. Andrey Valentinovich Member of the Management Board, First
Deputy General Director, RusHydro.
Kazachenkov
9. Ilya Igorevich Head of the Division for Property
Relations and Privatization of Major
Organizations, Federal Agency for
State Property Management.
Karpov
10. Boris Arkadyevich Deputy Head of Competitive Pricing
Development Department, Association
"NP Market Council".
Livshits
11. Vasiliy Vladislavovich Head of Energy Department, PJSC
Rosneft Oil Company.
Nikonov
12. Pavel Nikolayevich Deputy Minister of Energy of Russia.
Snikkars
2. Igor Anatolyevich Zadvornov is elected as Chairman of the Strategy
Committee under the RusHydro Board of Directors.
3. The Company shall ensure that members of the Strategy Committee under the
Board of Directors who are not considered to be the Company's insiders under
Russian law, conclude confidentiality agreements in the form set out in the
Company's internal documents.
1.4. On Constitution of the Investment Committee under the Board of
Directors of the Company.
Adopted Resolution:
1. The number of members of the Investment Committee under the Board of
Directors is determined to be 12 persons.
2. Into the Investment Committee under the RusHydro Board of Directors, the
following are elected:
1. Maksim Sergeyevich Member of the RusHydro Board of
Directors,
Bystrov
Chairman of the Management Board of
Association "NP Market Council".
2. Lev Vladimirovich Member of the RusHydro Board of
Directors, General Director of LLC
Management Company "Intergeo".
Kuznetsov
3. Vyacheslav Viktorovich Member of the RusHydro Board of
Directors,
Pivovarov
President (CEO) of LLC Altera
Capital.
4. Nikolay Dmitriyevich Member of the RusHydro Board of
Directors,
Rogalev
Rector of Federal State Budgetary
Educational Institution of Higher
Education "NIU MEI" (National
Research University Moscow Power
Engineering Institute).
5. Dmitry Nikolayevich Member of the RusHydro Board of
Directors,
Snesar
Head of Department of Market
Industry Customer Relations - Senior
Vice-President of VTB Bank (PJSC).
6. Natalia Olegovna Member of the RusHydro Board of
Directors,
Filippova
Deputy Head of Front Office of the
Deputy Chairman of the Government of
the Russian Federation - Russian
Presidential Plenipotentiary Envoy
to the Far Eastern Federal District.
7. Sergey Igorevich Vice-President for Government
Relations, LLC Management Company
Polyus.
Zhuravlev
8. Aleksandr Vladimirovich Member of the Management Board,
Director for UES Development
Management of JSC SO UES.
Ilyenko
9. Andrey Valentinovich Member of the Management Board,
First Deputy General Director,
RusHydro.
Kazachenkov
10. Sergey Anatolyevich Member of the Management Board,
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First Deputy General Director,
RusHydro.
Kirov
11. Denis Vladimirovich Head of the Fuel and Energy Costs
Control Section of the Energy
Department, PJSC Rosneft Oil
Company.
Milyutin
12. Andrey Yevgenyevich Project Director of the Directorate
"Analytical Centre of Fuel and
Energy Sector 'FSBI REA' " of the
Ministry of Energy of Russia.
Chulkin
3. Maksim Sergeyevich Bystrov is elected as Chairman of the Investment
Committee under the RusHydro Board of Directors.
4. The Company shall ensure that members of the Investment Committee under
the Board of Directors who are not considered to be the Company's insiders
under Russian law, conclude confidentiality agreements in the form set out
in the Company's internal documents.
1.5. On Constitution of the Far East Power Industry Development Committee
under the Board of Directors of the Company.
Adopted Resolution:
1. The number of members of the Far East Power Industry Development
Committee under the Board of Directors is determined to be 10 persons.
2. Into the Far East Power Industry Development Committee under the Board of
Directors of the Company, the following are elected:
Pavel Sergeyevich Member of the RusHydro Board of
Directors, General Director of PJSC
1) Polyus.
Grachev
Aleksey Olegovich Member of the RusHydro Board of
Directors,
2)
Chekunkov
Minister for the Development of the
Far East and the Arctic of the
Russian Federation.
Dmitry Stanislavovich Deputy Head of the Directorate
"Analytical Centre of Fuel and Energy
3) Sector 'FSBI REA' " of the Ministry
of Energy of Russia.
Bulgakov
Roman Nikolayevich Deputy General Director for Strategy,
Innovations and Future Development,
4) RusHydro.
Berdnikov
Sergey Vyacheslavovich Member of the Management Board,
Deputy General Director - Head of Far
5) East Division of RusHydro.
Vasilyev
Igor Anatolyevich Head of Front Office of the Deputy
Chairman of the Government of the
6) Russian Federation - Russian
Presidential Plenipotentiary Envoy to
Zadvornov the Far Eastern Federal District.
Andrey Valentinovich Member of the Management Board, First
Deputy General Director, RusHydro.
7)
Kazachenkov
Sergey Yuryevich Deputy Chairman of the Management
Board of Association "NP Market
8) Council".
Lebedev
Vasiliy Nikolayevich Deputy Minister for the Development
of the Far East and the Arctic of the
9) Russian Federation.
Nagibin
Denis Viktorovich Deputy Director for UES Development
Management of JSC SO UES.
10
)
Pilenieks
3. Aleksey Olegovich Chekunkov is elected as Chairman of the Far East Power
Industry Development Committee under the RusHydro Board of Directors.
4. The Company shall ensure that members of the Far East Power Industry
Development Committee under the Board of Directors who are not considered to
be the Company's insiders under Russian law, conclude confidentiality
agreements in the form set out in the Company's internal documents.
1.6. On Constitution of the Reliability, Energy Efficiency and Innovations
Committee under the Board of Directors of the Company.
Adopted Resolution:
1) Into the Reliability, Energy Efficiency and Innovations Committee under
the Board of Directors of the Company, the following are elected:
Nikolay Dmitriyevich Member of the RusHydro Board of
Directors,
1)
Rogalev
Rector of Federal State Budgetary
Educational Institution of Higher
Education "MEI" (Moscow Power
Engineering Institute).
Oleg Gennadyevich Member of the Management Board -
Deputy Chairman of the Management
2) Board of Association "NP Market
Council".
Barkin
Roman Nikolayevich Deputy General Director for Strategy,
Innovations and Future Development,
3) RusHydro.
Berdnikov
Sergey Vyacheslavovich Member of the Management Board, Deputy
General Director - Head of Far East
4) Division of RusHydro.
Vasilyev
Yuriy Mikhaylovich Deputy Director for UES Operations
Control of JSC SO UES.
5)
Vishnevskiy
Sergey Igorevich Vice-President for Government
Relations, LLC Management Company
6) Polyus.
Zhuravlev
Aleksandr Nikolayevich Deputy Chief Engineer, RusHydro.
7)
Faustov
Aleksandr Nikolayevich Deputy Director of the Department of
Operational Control and Management in
8) the Electric Power Industry of the
Ministry of Energy of Russia.
Fedorov
Mikhail Petrovich Chairman of the RusHydro Science and
Technology Council.
9)
Fedorov
2) Nikolay Dmitriyevich Rogalev is elected as Chairman of the Reliability,
Energy Efficiency and Innovations Committee under the Board of Directors
of RusHydro.
3. The Company shall ensure that members of the Reliability, Energy
Efficiency and Innovations Committee under the Board of Directors who are
not considered to be the Company's insiders under Russian law, conclude
confidentiality agreements in the form set out in the Company's internal
documents.
4. The composition of the committees is recognized to be in line with the
Board of Directors' goals and the Company objectives, so there is no need to
create new committees.
Item 2: On Approval of the Activity Plan of the Board of Directors of the
Company, for 2020 - 2021 Corporate Year.
Adopted Resolution:
1. The Activity Plan of the Board of Directors of the Company, for 2020 -
2021 Corporate Year, is approved (Schedule No. 1 to the Minutes).
2. As part of the regular in-person meeting of the Company's Board of
Directors, the activity plan of the Board of Directors shall be reviewed and
supplemented with strategic initiatives for the Far East power industry
development.
Item 3: On Approval of the Company Insurance Coverage Program for 2021.
Adopted Resolution:
The Company Insurance Coverage Program for 2021 is approved (Schedule No. 2
to the Minutes).
Item 4: On Approval of the Report on Interim Performance Results of the
Company's Business Plan for 2020, Taking into Account the Actual Results for
9 Months of 2020 (inter alia, the Report on the Investment Program
Implementation, Including the Complex Modernization Program for Generating
Facilities, for 9 Months of 2020).
Adopted Resolution:
The report on interim performance results of the Company's Business Plan for
2020, taking into account the actual results for 9 months of 2020 (including
the report on the Investment Program implementation, including the Complex
Modernization Program for Generating Facilities, for 9 months of 2020) is
approved (Schedule No. 3 to the Minutes).
Item 5: On Approval of the Report on Progress of the Action Plan for the
Company Non-core Assets Sale for 9 months of 2020.
Adopted Resolution:
The Report on Progress of the Action Plan for the RusHydro Non-Core Assets
Sale for 9 months of 2020 is approved (Schedule No. 4 to the Minutes).
Item 6: On Consideration of Issues of Material Importance for the Company:
6.1. On Measures to Refinance Debt Level of the Companies Belonging to the
RAO ES of the East Holding.
Adopted Resolution:
1. In order to optimize the terms and conditions of the Non-Deliverable
Forward Contract (hereinafter referred to as the "Forward") concluded
between the Company and VTB Bank (PJSC) in respect of Fifty-five billion
(55,000,000,000) ordinary shares of the Company and formalized through the
Non-Deliverable Equity Forward Transaction Confirmation dated March 03, 2017
(hereinafter referred to as the "Confirmation") in accordance with the
General Agreement on Forward Transactions on Financial Markets dated March
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DJ PJSC RusHydro: Results of the Board of Directors -3-
03, 2017, the conclusion of a Supplementary Agreement to the Confirmation is
approved to provide for the following amendments to be made to the Forward
terms and conditions:
in Sub-Clause (e) of Clause 3, the condition "Intermediate Payments by the
Party B" shall be restated in the wording as follows:
"The Party B shall pay the amounts of the Intermediate Payment on the
Payment Dates set for the Intermediate Payment, in the manner set forth in
this Sub-Clause.
The amount of Dividends received by the Party A for each fiscal year (except
for the Dividends the distribution whereof shall be subject to a resolution
to be adopted at the Annual General Meeting of Shareholders of the Party B
for the reporting year 2019) will reduce the amounts of Intermediate
Payments on the Intermediate Payment Due Dates coming not earlier than
ninety-three (93) days after receipt of the respective Dividend amount by
the Party A.
The amount of the Dividends the distribution whereof shall be subject to a
resolution to be adopted at the Annual General Meeting of Shareholders of
the Party B for the reporting year 2019, where this amount has been credited
to the account of the Party A, will reduce the amounts of Intermediate
Payments on the Intermediate Payment Due Dates falling on December 3, 2020
or later, but not earlier than the day of the actual receipt of the
respective Dividend amount by the Party A.
2. This resolution is considered as approval of the Supplementary Agreement
in accordance with Sub-Clause 25 of Clause 12.1 of the Company's Articles of
Association.
6.2. Confidential.
Adopted Resolution: Confidential.
About RusHydro
RusHydro Group is the leading producer of renewable energy in Russia. It is
Russia's largest generating company and is the fourth in the world with over
400 generating facilities. The Group's total electricity generation capacity
including Boguchanskaya HPP is 38 GW.
For more information:
Investor Relations Department
Tel. +7 (495) 122 0555 ext. 1304
ir@rushydro.ru
The information in this press release may contain projections or other
forward-looking statements regarding future events or the future financial
performance of RusHydro. You can identify forward looking statements by
terms such as "expect," "believe," "anticipate," "estimate," "intend,"
"will," "could," "may" or "might," the negative of such terms or other
similar expressions. We wish to caution you that these statements are only
predictions and that actual events or results may differ materially from
these statements. We do not intend to update these statements to reflect
events and circumstances occurring after the date hereof or to reflect the
occurrence of unanticipated events. Many factors could cause the actual
results to differ materially from those contained in our projections or
forward-looking statements, including, among others, general economic
conditions, our competitive environment, risks associated with operating in
Russia, rapid technological and market change in our industries, as well as
many other risks specifically related to RusHydro and its operations.
ISIN: US7821834048, RU000A0JPKH7
Category Code: MSCM
TIDM: HYDR
LEI Code: 2534005TJN9DX4YWVT97
OAM Categories: 2.2. Inside information
Sequence No.: 89050
EQS News ID: 1152797
End of Announcement EQS News Service
(END) Dow Jones Newswires
December 04, 2020 01:27 ET (06:27 GMT)
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