Minutes of 23.10.2015 №224
MINUTES No. 224
OF THE MEETING OF THE BOARD OF DIRECTORS
In accordance with the Federal Law “On Joint-Stock Companies” and the Company's Articles of Association, quorum for the meeting of the Board of Directors is present.
1. On approval of the transaction completed by the Company.
RESULTS OF VOTING ON THE AGENDA ITEMS:
Item No. 1: On approval of the transaction settled by the Company:
On approval of the non-arm's length transaction settled by the Company.
It is resolved:
Parties to the Supplementary Agreement:
PJSC RusHydro, the Federal Agency for State Property Management, and the Ministry of Energy of the Russian Federation.
Scope of the Supplementary Agreement:
The introduction of changes to the maximum estimated cost of HPP construction in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (1st phase), Yakutskaya SDPP-2 (1st phase), the 2nd phase of Blagoveschenskaya HPP (hereinafter, the “Facilities”), the change of indicators of the capacity commissioned and the Facilities commissioning terms, the introduction of changes to the efficiency indicators for budgetary investments provided by PJSC RusHydro and to its method of calculation, and also the establishment of penalties for PJSC RusHydro according to Schedule 1 hereto.
Price (estimated monetary value) of the property as per the Supplementary Agreement:
Penalties for non-achievement by PJSC RusHydro of its target performance indicators set forth in Clause 3.2.10 of the Agreement amount to five (5) percent of the sum set forth in Clause 1.1 of the Agreement.
“For” – 10 (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).
“Against” – 0.
“Abstained” – 1 (M. S. Bystrov).
Conclusion of the Supplementary Agreement to the Agreement is recognized as a non-arm's length transaction according to Article 81 of the Federal Law “On Joint-Stock Companies”, as the shareholder of the Company, the Russian Federation, represented by the Federal Agency for State Property Management, owns more than 20 % of voting shares of both PJSC RusHydro and JSC VTB Bank and is a Party to the Transaction.
According to Article 83 of the Federal Law “On Joint-Stock Companies”, the resolution of this issue shall be made by the Company's Board of Directors through a majority vote of independent directors who do not have a stake in its settlement.
During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of PJSC RusHydro, deemed to be a stakeholder according to Article 81, Paragraph 3 of Article 83 of the Federal Law “On Joint-Stock Companies”, and a dependent director, is not counted.
The Resolution is adopted.
Chairman of the Board of Directors Yu. P. Trutnev
Corporate Secretary М. V. Zavalko
Shares / ADR