DJ PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2021
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2021
25-May-2021 / 16:47 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.
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Results of the Board of Directors Meeting on May 24, 2021
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, 2021.
Resolutions passed on Items of the agenda:
Item 1: On Including Candidates into the Voter List for Election into the Company Management and Control Bodies.
Adopted Resolution:
1. On the basis of paragraph 7 of Article 53 of Federal Law "On Joint Stock Companies"
additionally* include, into the voter list of candidates to be elected into the Board of Directors of the Company
at the Annual General Meeting of Company Shareholders on the results of 2020, the following candidates:
Candidate's full Candidate's position
name 1. Maksim Chairman of the Management Board, Association Nonprofit Partnership Council for
Sergeyevich Organizing an Efficient System of Trading at Wholesale and Retail Electricity and
Bystrov Capacity Market
Pavel 2. Sergeyevich Chief Executive Officer, Public Joint-Stock Company Polyus
Grachev 3. Alexey
Vladimirovich Assistant to the Deputy Prime Minister of the Russian Federation Y.I.Borisov
Kozlov 4. Alexey Yurevich
Deputy Head of the Federal Agency for State Property Management
Pavlov 5. Vyacheslav
Viktorovich President, Limited Liability Company Altera Capital
Pivovarov 6. Nikolay
Dmitriyevich Rector, National Research University Moscow Power Engineering Institute (MPEI)
Rogalev 7. Dmitry Head of the Department-Senior Vice-President, VTB Bank (public joint stock company)
Nikolaevich Snesar 8. Pavel
Nikolaevich Deputy Minister of Energy of the Russian Federation
Snikkars 9. Yuriy Petrovich Deputy Prime Minister of the Russian Federation and Presidential Plenipotentiary
Envoy to the Far Eastern Federal District
Trutnev
Natalia Deputy Director of Secretariat of Deputy Prime Minister of the Russian Federation 10. Olegovna Filippova and Presidential Plenipotentiary Envoy to the Far Eastern Federal District Y.P.
Trutnev
Victor Chairman of the Management Board - General Director, Public Joint-Stock Company 11. Viktorovich Federal Hydro-Generating Company - RusHydro
Khmarin
Aleksey 12. Olegovich Minister of the Russian Federation for the development of the Far East and Arctic
Chekunkov
Nikolay 13. Grigoryevich Minister of Energy of the Russian Federation
Shulginov 2. On the basis of paragraph 7 of Article 53 of Federal Law "On Joint Stock Companies" include,
into the voter list of candidates to be elected into the Internal Audit Commission of the Company at the Annual
General Meeting of Company Shareholders on the results of 2020, the candidates as follows:
No Candidate's full name Candidate's position
1. Nataliya Nikolayevna Member of the Internal Audit Commission of Joint-Stock Company Zarubezhneft
Annikova
2. Alexey Vladimirovich Deputy Head of the Department, Ministry of Energy of the Russian Federation
Kulagin
3. Jakub Hadzimuratovich Chief specialist-expert of the Department, Federal Agency for State Property
Malsagov Management
4. Igor Nikolayevich Repin Deputy Executive Director, Association of Professional Investors
5. Ilya Nikolayevich Khazov Head of the Division of the Department, Ministry of Finance of the Russian
Federation
* in accordance with resolution of the Board of Directors of the Company dated April 05, 2021 (Minutes No. 324 dated April 06, 2021)
Item 2: On Preliminary Approval of the Company's Annual Report for 2020.
Adopted Resolution:
To preliminarily approve the RusHydro Annual Report for 2020 as per Schedule 1 to the Minutes and submit it for approval to the Annual General Meeting of Company Shareholders.
Item 3: On Preliminary Approval of the Company annual accounting (financial) statements as of 2020 year - end.
Adopted Resolution:
To preliminarily approve the Annual Accounting (Financial) Statements of the Company, for 2020, and recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows:
"To approve the Annual Accounting (Financial) Statements of the Company, for 2020, which is a part of the materials for the Meeting, posted on the RusHydro corporate website www.rushydro.ru.*"
* the expression "materials for the Meeting" shall mean information (materials) to be provided to persons entitled to participate in the annual General Meeting of Company Shareholders on the results of 2020, when preparing for the Meeting.
Item 4: On recommendations to the Annual General Meeting of Company Shareholders on matters related to the AGM agenda:
Adopted Resolution:
Recommend the Annual General Meeting of Company Shareholders to adopt the resolutions as follows: 1. To approve Joint Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) as the Auditor of PJSC
RusHydro. 2. To approve the Articles of Association of PJSC RusHydro in the new edition, which is a part of the materials
for the Meeting, posted on the RusHydro corporate website www.rushydro.ru*. 3. 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, which is a part of the materials for the Meeting, posted on the
RusHydro corporate website www.rushydro.ru*.
* the expression "materials for the Meeting" shall mean information (materials) to be provided to persons entitled to participate in the annual General Meeting of Company Shareholders on the results of 2020, when preparing for the Meeting.
Item 5: On the Matters Related to Convening, Preparing and Holding the Annual General Meeting of Company Shareholders.
5.1. On the Convening of the Annual General Meeting of Company Shareholders.
Adopted Resolution: 1. To convene the Annual General Meeting of Shareholders of RusHydro in the form of absentee voting
(hereinafter also referred to as the "Meeting").
To set the deadline for accepting voting ballots to be June 30, 2021. 2. To approve the date whereon the persons entitled to participate in the Meeting shall be determined
(recorded) to be June 05, 2021. 3. To establish the information (materials) to be provided to persons having the right to take part in the
Meeting to be as follows:
the Company's Annual Report for 2020, and a report by the Internal Audit Commission of the Company based on the results of review thereof;
the Annual Accounting (Financial) Statements for 2020, including an Auditor's Report and a report by the Internal Audit Commission of the Company, based on the results of review thereof;
rationalization of the proposed net profit distribution and assessment of its compliance with the dividend policy adopted at the Company, including to the dividend payment and the Company's auxiliaries, with explanations and economic rationalization of the need to allocate a certain part of the net profit to the auxiliaries;
information on shareholder's agreements concluded during the year prior to the date of the Meeting;
report on interested party transactions concluded by the Company in 2020, and a report by the Internal Audit Commission of the Company as to the reliability of the data contained in the above report;
recommendations (stance) of the Board of Directors of the Company concerning an agenda for the Annual General Meeting of Company Shareholders as well as minority opinions of the Board Members as to each agenda item;
information on proposals as to putting items to the agenda of the Annual General Meeting of Shareholders, including information on the persons having proposed each of the items included in the Meeting Agenda;
abstracts of minutes of the Audit Committee under the Board of Directors of the Company, Investment Committee under the Board of Directors of the Company, and HR and Remuneration (Nominations) Committee under the Board of Directors of the Company, concerning the corresponding items considered by the Meeting;
details of candidates to the Board of Directors of the Company, including information on persons the having nominated these candidates, as well as information as per Clause 8 of Schedule 3 to the Regulation on the Information Policy of RusHydro;
details of candidates to the Internal Audit Commission of the Company, including information on the persons having nominated these candidates;
information as to the presence or absence of written consents of the candidates nominated for election into the Board of Directors and the Internal Audit Commission, for being elected into a corresponding body of the Company;
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DJ PJSC RusHydro: Results of the Board of Directors -2-
details of the candidacy of the Company Auditor, including information as per Sub-Clause 2 of Clause 3, Schedule 3 to the Regulation on the Information Policy of RusHydro;
information on the corporate activities that have the dividend rights of the shareholders impaired and (or) their shares diluted, details of the judicial orders having established the episodes of the shareholders' use of ways, other than dividends and disposal value, to generate income at the Company's expense;
internal auditing report;
draft resolutions of the Meeting, as to the agenda items. 4. To establish that the persons entitled to take part in the Meeting shall be able to familiarize themselves with the
information (materials) for the Meeting at: - 7 Malaya Dmitrovka Street, Moscow (on business days, from 10:00 to 17:00, local time), tel.: 8-800-333-80-00, ext.
1969; 2204; - 23/10 Pravdy Street, Moscow, JSC VTB Registrar (on business days, from 10:00 to 17:00, local time), tel.: 8 (800)
200-61-12 (toll-free call, if in Russia); - 43/1 Dubrovinskogo Street, Krasnoyarsk (on business days, from 10:00 to 17:00, local time), tel.: 8-913-031-71-04; - on the Company's website: www.rushydro.ru, as well as in the Shareholder's Personal Account on the Registrar's
website: http://www.vtbreg.ru, in the Quorum mobile application (for IOS and Android) developed by the Registrar,
in the shareholder's online E-voting account: https://www.e-vote.ru/ru. 5. To establish the Internet sites where voting ballots may be remotely registered and filled up, to be as follows:
http://www.vtbreg.ru; https://www.e-vote.ru/ru, and the Quorum mobile application (for IOS and Android) developed
by the Registrar. 6. To elect Evgeniya Stepanovna Brusenina as the Secretary of the Meeting. 7. To ensure a range of communications with shareholders, concerning the Annual General Meeting of Shareholders and
summarizing its results on the corporate website.
5.2. On Recognizing Candidates to the Company Board of Directors as Independent.
Adopted Resolution: 1. Pursuant to the recommendations of the HR and Remunerations (Nominations) Committee under the Board
of Directors of the Company (Minutes No. 111), the information be taken into consideration on the results of
assessment of the Board candidates' (members') compliance with the independence criteria provided for in Appendix 4
to the Moscow Exchange Listing Rules* (hereinafter, "the Listing Rules"). 2. In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4 to the Listing Rules, be
recognized:
1. Pavel Sergeevich Grachev as an independent candidate to the Board of Directors of the Company to be
elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of
relatedness, on the grounds specified in Schedule 2 to the Minutes.
2. Maksim Sergeevich Bystrov as Independent Director and an independent candidate to the Board of Directors
of the Company to be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of
nominal criteria of relatedness, on the grounds specified in Schedule 3 to the Minutes.
3. Vyacheslav Viktorovich Pivovarov as an independent candidate to the Board of Directors of the Company to
be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of
relatedness, on the grounds specified in Schedule 4 to the Minutes.
4. Aleksandr Viktorovich Shevchuk as an independent candidate to the Board of Directors of the Company to
be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of
relatedness, on the grounds specified in Schedule 5 to the Minutes.
*Approved by resolution of the Supervisory Board of Moscow Exchange on March 3, 2021 (Minutes No. 20)
Schedule 2 to the Minutes
Having assessed the compliance of P. S. Grachev, a member of the Board of Directors of the Company, as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, with the criteria for determining the independency of the Board of Directors members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. _111 dated May 21, 2021) established that P. S. Grachev is not a party related to: - the Company; - any substantial Company shareholder; - Company competitors; - the state (the Russian Federation, a Russian Federation constituent entity), or any municipal entity.
Based on the results of the assessment, the criteria of P. S. Grachev's relatedness to the Company's substantial counterparty - PJSC FGC UES*, were revealed due to the Company's contractual relations in the field of technological connection of the Company's generating facilities to PJSC FGC UES power grids and due to the contractual relations in the field of electric capacity sales by the Company. Therewith, the amount of liabilities under contracts between the Company and PJSC FGC UES exceeds 2% of revenues according to the consolidated financial statements of each party, prepared under IFRS for the preceding fiscal year.
The HR and Remunerations (Nominations) Committee under the Board of Directors of the Company established that the existing relatedness to the substantial counterparty is of nominal nature, and recommended the Board of Directors of the Company to recognize P. S. Grachev as an Independent Director. The above relatedness cannot affect P. S. Grachev's ability to form unbiased and independent opinions as to the agenda items considered by the Board of Directors and act for the benefit of the Company and its shareholders due to the reasons as follows: 1. Pursuant to Order No. 785-r dated March 30, 2021 of the Government of the Russian Federation
(hereinafter, the Russian Government), P. S. Grachev was nominated, by the Russian Federation, to the Company Board
Members as an Independent Director, thereby there is no duty for P. S. Grachev to vote in pursuance of the Russian
Government directives, if elected into the Board of Directors in 2021 (Clause 16 of Resolution No. 738 of the
Government of the Russian Federation dated December 3, 2004); 2. PJSC FGC UES is an organization for managing the unified national (all-Russian) power grid under
Article 8 of the Federal Law "On Electric Power Industry" and provides services for the transmission of electricity
under conditions of natural monopoly. As a participant in the wholesale electricity and capacity market, the
Company sells electricity and capacity as produced, which requires that the Company's generating facilities be
connected to the PJSC FGC UES power grids. The connection to the power grids is performed by entering into
contracts with PJSC FGC UES in accordance with the procedure and on terms specified by the Government of the
Russian Federation, and at prices determined in accordance with acts of the Government of the Russian Federation.
In addition, obligations under similar contracts concluded with PJSC FGC UES may be transferred to the Company
through accepting obligations from RusHydro's controlled entities, assumed under such previously concluded
contracts, by means of intragroup transactions for the transfer of industrial assets to the Company from its
controlled entities, as concluded in the course of ordinary business activities.
Considering the above, P. S. Grachev has no opportunity to influence any terms of the technological connection contracts between the Company and PJSC FGC UES. 3. The Company is an entity of the wholesale electricity and capacity market (WECM) and a party to the
Contract for Joining the Wholesale Market Trading System (hereinafter referred to as the "Joining Contract"). The
Company concludes contracts in accordance with WECM Rules and WECM Regulations, which are appendices to the Joining
Contract. Joining Contract terms and conditions are binding on the parties when they participate in relations on
the wholesale electricity and capacity market (WECM).
The Company and PJSC FGC UES, in accordance with Sub-Clause 4 of Clause 4 of WECM Rules, have entered into agreements for the supply of capacity at free prices based on results of competitive capacity takeoff (hereinafter, "CCT Agreements"), where the Company acts as a capacity supplier.
Prices under the CCT agreements are determined in the course of / on the basis of competitive procedures (competitive selection) conducted in accordance with WECM Rules and Joining Contract provisions.
Considering the above, P. S. Grachev has no opportunity to influence any terms of CCT agreements between the Company and PJSC FGC UES.
Throughout his period of being a member of the Board of Directors, P. S. Grachev has been involved actively in activities of the Board of Directors of the Company - he has been participating in the absolute majority of meetings held by the Board of Directors and Committees under the Board of Directors of the Company (including those of the Board of Directors, Audit Committee, HR and Remunerations (Nominations) Committee, Strategy Committee, and Far East Power Industry Development Committee, as held since the early 2020).
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