Minutes of 25.12.2015 №230

MINUTES No. 230

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the Meeting of the Board of Directors (date and time of counting the votes):

December 24, 2015, 6.00 p.m.

(Moscow time)

Date of drawing up the Minutes:

December 25, 2015

Form of meeting:

absentee voting.

Place of counting the votes:

Moscow, 7, Malaya Dmitrovka.

PJSC "RusHydro"

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors,

who participated in the Meeting:

M.S. Bystrov,

V.M. Zimin,

S.N. Ivanov,

L.V. Kalanda,

V.M. Kravchenko,

D.S. Morozov,

A.M. Osipov

V.V. Pivovarov,

Yu.P. Trutnev,

S.V. Shishin,

A.N. Shishkin.

In accordance with the Federal Law On Joint-Stock Companies and the Company's Articles of Association, the quorum for a meeting of the Board of Directors is present.


AGENDA OF THE MEETING:

  1. On the Company's priority activities
  2. On the schedule for working out the Development Strategy of PJSC "RusHydro" and on the course of implementation of the Long-Term Development Program of RusHydro Group.
  3. On adjustment of the Company's business plan for 2015–2019 in terms of the Investment Program of PJSC "RusHydro" for 2015.
  4. On defining the position of PJSC "RusHydro" (representatives of PJSC "RusHydro") on the agenda items of the meetings of the subsidiaries' governing bodies.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On the Company's priority activities: On change of the financing scheme of BEMC project (Boguchansky Energy and Metals Complex).


Resolution:


To approve the change of the financing scheme of BEMC project, approved by resolutions of Company's Board of Directors (minutes No. 107 of September 13, 2010, minutes No. 168 of November 30, 2012) through concluding Supplementary Agreement No. 7 to Loan Agreement No. 110100/1167 of December 3, 2010 (hereinafter referred to as "the Agreement") between State Corporation "Bank for Development and Foreign Economic Affairs (Vnesheconombank) and Closed Joint-Stock Company "Boguchansky Aluminium Plant" (CJSC BoAP) (hereinafter referred to as "the Supplementary Agreement") on the following material terms:


Parties to the Supplementary Agreement:


Borrower — CJSC BoAP;


Creditor — State Corporation "Bank for Development and Foreign Economic Affairs (Vnesheconombank).


Subject of the Supplementary Agreement:


Introduction of amendments to the material terms and conditions of the Agreement.


Material terms and conditions of the Supplementary Agreement:


Loan period

Until December 20, 2030

Loan term

Loan will be provided by the Bank within 85 (eighty-five) months from the effective date of the Agreement by tranches according to the Borrower's application

Interest rate

Not more than 8.77 per cent (eight and seventy-five hundredths) per annum

Voting results:


"For" — 9 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).


"Against" — 0.


"Abstain" — 2 (V.M. Kravchenko, D.S. Morozov).


The resolution has been adopted.


Item 2: On the schedule for working out the Development Strategy of RusHydro Group and on the course of implementation of the Long-Term Development Program of RusHydro Group.


Resolution:

  1. To approve the Schedule for Working out the Development Strategy of RusHydro Group for the period until 2020 with an outlook for 2025 (Appendix 1).
  2. To approve the term for working out the Development Strategy of RusHydro Group for the period until 2020 with an outlook for 2025 — 30.04.2016.
  3. To take into account the information on the course of implementation of the Long-Term Development Program of RusHydro Group (Appendix 2).
  4. To consider the Key Performance Indicator related to the Long-Term Development Program of RusHydro Group "Compliance with the schedule for commissioning capacities of the main greenfield development projects" as complied with in terms of extending the deadlines for commissioning under the projects "Construction of Sakhalinskaya SDPP-2 (1st stage)", "Construction of Yakutskaya SDPP-2 (1st stage)", "Construction of CHP Plant in Sovetskaya Gavan".
  5. To consider the Key Performance Indicator related to the Long-Term Development Program of RusHydro Group "Integrated Innovative KPI" in terms of extending the deadlines for approval / updating of the Innovative Development Program of PJSC "RusHydro" for the first half-year of 2016 as complied with at year-end 2015.

Voting results:


"For" — 7 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).


"Against" — 1 (V.M. Kravchenko).


"Abstain" — 3 (M.S. Bystrov, L.V. Kalanda, A.N. Shishkin).


The resolution has been adopted.


Item 3: On adjustment of the Company's business plan for 2015–2019 in terms of the Investment Program of PJSC "RusHydro" for 2015.


Resolution:

  1. To approve adjustment of the Company's business plan for 2015 in part of changing the parameters of the Investment Program of PJSC "RusHydro" for 2015 (Schedule 3).
  2. To approve the adjusted quarterly plans for financing and assimilation of capital expenses for 2015 (Schedules 4, 5).

Voting results:


"For" — 10 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).


"Against" — 0.


"Abstain" — 1 (D.S. Morozov).


The resolution has been adopted.


Item 4: On defining the position of PJSC "RusHydro" (representatives of PJSC "RusHydro") on the agenda items of the meetings of the subsidiaries' governing bodies.


4.1. On defining the position of PJSC "RusHydro" (representatives of PJSC "RusHydro") on the agenda items of the meeting of the Board of Directors of PJSC RAO ES of the East: "On approval of alienation of property by PJSC RAO ES of the East, constituting the fixed assets, used for the purpose of production, transfer, dispatch, distribution of electric power".


Resolution:


To instruct the representatives of PJSC "RusHydro" at the Board of Directors of PJSC RAO ES of the East to vote "FOR" of adopting the following resolution on the item: "On approval of alienation of property by PJSC RAO ES of the East, constituting the fixed assets, used for the purpose of production, transfer, dispatch, distribution of electric power":


"To approve alienation of property by PJSC RAO ES of the East in favour of the company within the group of PJSC Rosseti — 2 (two) single-set mobile dual-fuel gas turbine units with a control system (Appendix 6), at a price not lower than its book value, with the possibility of payment by instalments, in accordance with the resolution of the Government Committee on Power Supply Safety (Federal Headquarters) (Minutes No. АН-596пр of November 29, 2015)".


Voting results:


"For" — 10 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).


"Against" — 0.


"Against" — 1 (V.M. Kravchenko).


The resolution has been adopted.


4.2. On defining the position of PJSC "RusHydro" (representatives of PJSC "RusHydro") on the agenda item of the meeting of JSC Blagoveshchenskaya CHP Plant governing bodies: "On approval of conclusion of Supplementary Agreement No. 7 to General Contractor Agreement for construction of "Blagoveshchenskaya CHP Plant (2nd stage)" No. 1-КС-2013-БТЭЦ-2/12А of December 26, 2013, being a major transaction, between JSC Blagoveshchenskaya CHP Plant and OJSC Power Machines".


Resolution:


To instruct the representatives of PJSC "RusHydro" to vote FOR of adopting the following resolution at the General Meeting of the Shareholders of JSC Blagoveshchenskaya CHP Plant on the item: "On approval of conclusion of Supplementary Agreement No. 7 to General Contractor Agreement for construction of "Blagoveshchenskaya CHP Plant (2nd stage)" No. 1-КС-2013-БТЭЦ-2/12А of December 26, 2013, being a major transaction, between JSC Blagoveshchenskaya CHP Plant and OJSC Power Machines":


"To approve conclusion of Supplementary Agreement No. 7 to General Contractor Agreement for construction of Blagoveshchenskaya CHP Plant (2nd stage) No. 1-КС-2013-БТЭЦ-2/12А of December 26, 2013 (hereinafter referred to as "the Agreement"), being a major transaction, between JSC Blagoveshchenskaya CHP Plant and OJSC Power Machines, the value of which exceeds 50 per cent of the book value of the assets, owned by JSC Blagoveshchenskaya CHP Plant, amending the terms and conditions of the Agreement, approved by the Extraordinary General Meeting of the Shareholders of JSC Blagoveshchenskaya CHP Plant (Resolution of PJSC RAO ES of the East, being a trustee of the rights attached to the shares of JSC Blagoveshchenskaya CHP Plant No. 02/2013-БТЭЦ of December 25, 2013), on the following material terms:


Parties to Supplementary Agreement No. 7:


Customer — JSC Blagoveshchenskaya CHP Plant;


General Contractor — OJSC Power Machines;


The subject of the Supplementary Agreement No 7:


1) Addition to the terms and definitions, specified in the Agreement:


Construction Stage

Construction and / or reconstruction of the Facility, which will be commissioned autonomously (i.e. regardless of construction or reconstruction of other parts of the Facility) to obtain a Permit for Commissioning.

1st stage – commissioning of capacities 120 MW and 188 GCal/h (main generating equipment – turbine and ancillary equipment, boiler and ancillary equipment, balance of plant, transformers, outdoor switchgear, automatic process control systems, etc.);

2nd stage – facilities not influencing the operation of the 1st stage generating equipment (reconstruction of fuel supply system, on-site roads, service and sanitary facilities, landscaping, etc).

2) Change of the terms of construction of Blagoveshchenskaya CHP Plant (2nd stage).


Date of completion of the works under the Agreement, taking into account Supplementary Agreement No. 7:


Commencement date of the works under the Agreement (shall not be amended by Supplementary Agreement No. 7): upon expiry of 10 working days from the date of signing the Agreement.


End dates of construction of Blagoveshchenskaya CHP Plant (2nd stage) (amended by Supplementary Agreement No. 7):


Target date for commissioning:


1st construction stage – December 21, 2015,


2nd construction stage – May 2016.


Target date of actual and final completion — not later then June 30, 2016.


Price of the Agreement: The limit price of the Agreement shall not be changed in connection with the conclusion of Supplementary Agreement No. 7, and shall amount to RUB 7,198,180,822.14 (seven billion one hundred ninety-eight million one hundred eighty thousand eight hundred twenty-two roubles and 14 kopecks), including VAT".


Voting results:


"For" — 10 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).


"Against" — 0.


"Abstain" — 1 (V.M. Kravchenko).


The resolution has been adopted.


Individual opinion of the member of the Board of Directors V.M. Kravchenko is attached to the minutes.


Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary M.V. Zavalko 

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