Minutes of 26.02.2016 №232

MINUTES No. 232

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):

February 25, 2016, 6.00 p.m.

(Moscow time)

Date of drawing up the Minutes:

February 26, 2016.

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,

Ye.V. Dod,

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 approval of the report on implementation of Charitable and Sponsorship Program of PJSC "RusHydro" for 2015.
  2. On approval of the Charitable and Sponsorship Program of PJSC "RusHydro" for 2016.
  3. On the Company's priority activities.
  4. On approval of the transactions concluded by the Company.
  5. On enforcement of the resolutions adopted by the Board of Directors of PJSC "RusHydro".
  6. On the formation of management entities of PJSC "RusHydro":

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On approval of the report on implementation of Charitable and Sponsorship Program of PJSC "RusHydro" for 2015.


Resolution:


To approve the report on implementation of Charitable and Sponsorship Program of PJSC "RusHydro" for 2015 (Schedule 1).


Voting results:


"For" — 12 (M.S. Bystrov, Ye.V. Dod, 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.


"Abstain" — 0.


The resolution has been adopted.


Item 2: On approval of the Charitable and Sponsorship Program of PJSC "RusHydro" for 2016.


Resolution:


To approve the Charitable and Sponsorship Program of PJSC "RusHydro" for 2016 (Schedule 2).


Voting results:


"For" — 11 (M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).


"Against" — 1 (V.M. Kravchenko).


"Abstain" — 0.


The resolution has been adopted.


Item 3: On the Company's priority activities.


Item 3.1: On approval of the Supplementary agreement to the Agreement between PJSC "RusHydro" and Voith Hydro GmbH & Co. KG.


In view of the conclusion by the management of PJSC "RusHydro" on 25.01.2016 of the Supplementary agreement No 9 to the Agreement between PJSC "RusHydro" and Voith Hydro GmbH & Co. KG No CP-0-177-2011 of 17.06.2011 (hereinafter – the Agreement) coming into effect after approval by the Board of Directors of PJSC "RusHydro" under the material conditions established by the Management Board of PJSC "RusHydro (minutes No 960pr of 05.02.2016) that have adjusted conditions of the Agreement, previously approved by the Board of Directors of PJSC "RusHydro" on 22.07.2011 (minutes No 128 of 25.07.2011)


Resolution:


To approve the Supplementary agreement No 9 of 25.01.2016 to the Agreement between PJSC "RusHydro" and Voith Hydro GmbH & Co. KG No CP-0-177-2011 of 17.06.2011 (hereinafter – the Agreement) on the following material conditions:


Parties:


PJSC "RusHydro" – Customer


The Company Voith Hydro GmbH & Co. KG – General Contractor


LLC "VolgaHydro" – Contractor


Subject of the Agreement:


The General Contractor within the terms and in the order provided for by the Agreement undertakes to perform work on a comprehensive modernization of the vertical adjustable-blade turbines items No 1 to 21 and comprehensive modernization of hydroelectric unit No 24 of the Branch of PJSC "RusHydro" - "Saratov HEPP" (Facility) with development of the project for modernization of water turbines items No 1 to 21 and hydroelectric unit No 24, tie-in design, manufacture, supply and replacement of equipment of water turbines items No 1 to 21 and hydroelectric unit No 24 "turnkey", to transfer to the Customer the Facility completed by construction, fully equipped, mounted, passed the test, ready for connection to external infrastructure for commissioning and operation, ensuring the achievement of Guaranteed performance, and the Customer undertakes to accept the Fscility and to pay for it within the terms and under the conditions established by the Agreeent.


Subject of the Supplementary Agreement:


Introduction of amendments to the material conditions of the Agreement: exception of indicating LLC "SGP" as the executor of the Russian part of the Agreement; amendments to the parties of the Agreement by the inclusion of a new party – LLC "VolgaHydro"; reducing the price of the Agreement to EUR 750,278,292.55 excluding VAT and RUB 9,007,741 773.42 excluding VAT (according to the Schedule 3).


The price of the Agreement with the Supplementary agreement No 9:


No more than amount of EUR 750,278,292 (seven hundred and fifty million two hundred and seventy-eight thousand two hundred ninety-two) euro 55 eurocents excluding VAT and RUB 9,007,741,773 (nine billion seven million seven hundred and fourty-one thousand seven hundred seventy-three) roubles 42 copecks excluding VAT.


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" — 3 (Ye.V. Dod, V.M. Kravchenko, D.S. Morozov).


The resolution has been adopted.


Item 3.2: On conclusion of free bilateral sale and purchase agreements of electric power with guaranteeing suppliers, operating in the territory of the constituent entities of the Russian Federation, united by the second price zone of the wholesale electric energy and power supply market.


Resolution:

  1. To approve the sale of electric energy in 2016 to guaranteeing suppliers operating in the territory of the constituent entities of the Russian Federation, united by the second price zone of the wholesale electric energy and power supply market under free bilateral contracts for electric energy and power supply (hereinafter - the Contracts).
  2. To approve the pricing procedure for electric energy sold by the Company under the Contracts in accordance with Schedule 4.

Voting results:


"For" — 12 (M.S. Bystrov, Ye.V. Dod, 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.


"Abstain" — 0.


The resolution has been adopted.


Item 4: On approval of the transactions concluded by the Company.


Item 4.1 On conclusion of the transactions related to gratuitous transfer of property.


Resolution:


To approve the conclusion of the Agreement for gratuitous transfer of property on the following material terms:


Parties to the Agreement:


Party-1 — PJSC "RusHydro";


Party-2 — Municipal Public Institution Administration of Talakan Workers Settlement of the Bureysky District, the Amur Region.


Subject of the Agreement:


Party-1 shall transfer ownership to Municipal Public Institution Talakan Workers Settlement (urban-type settlement) of the Bureysky District of the Amur Region without compensation, and Party-2 shall accept, pursuant to the terms and conditions of the Agreement, the following item of immovable property:

  • "Transmission networks TVS", cadastral number: 28:11:010228:1146, purpose: municipal infrastructure facility, length: 382 m, inventory number: BR12596, cadastral number of the land plot 28:11:010228:1101, address: Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/012-28/106/001/2015-761/1 of 22.10.2015;
  • "Transmission networks of drainage", cadastral number: 28:11:010228:1147, purpose: drainage facility, length: 344 m, inventory number: BR12597, cadastral number of the land plot 28:11:010228:1105, address: Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/012-28/106/001/2015-760/1 of 22.10.2015;
  • "Treatment facilities of surface drainage", cadastral number: 28:11:010228:1145, purpose: other structure, length: 115 m, inventory number: BR12598, cadastral number of the land plot 28:11:010228:1075, address: Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/012-28/106/001/2015-759/1 of 22.10.2015;
  • "Electric lighting of the permanent settlement Talakan – Stage 3", cadastral number: 28:11:000000:2333, purpose: electric power facility, length: 3243 m, inventory number: BR12605, cadastral number of the land plot 28:11:000000:2098, address: Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/003-28/106/001/2015-812/1 of 05.11.2015;

Net book value of the Immovable Property as of 31.10.2015:

37,707,544 (Thirty-seven million seven hundred and seven thousand five hundred fourty-four) roubles 56 kopecks.


Voting results:


"For" — 12 (M.S. Bystrov, Ye.V. Dod, 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.


“Abstain” — 0.


The resolution has been adopted.


Item 4.2. On approval of the purchase and sale agreement between PJSC "RusHydro" and OJSC SO UES, being a transaction of interest.


Resolution:


1. To determine that the price (monetary value) of services per calendar month for the Service Agreement on reactive power control without electricity production with the use of the generating power stations equipment (Volzhskaya hydropower plant, Zagorskaya hydroelectric pumped storage power plant, Ezminskaya hydropower plant, Gizeldonskaya hydropower plant, Zelenchukskaya hydropower plant) (hereinafter – the Agreement) being a transaction of interest, is determined by the formula:


, (cost of the services actually provided per calendar month under the Agreement should be determined for each generating equipment (hydro-generator)).


where:


 , roubles. – operating costs due to the participation of the generating equipment (hydro-generator) in the provision of services for reactive power control without electricity production with the use of the generating equipment, operating in the synchronous compensator mode (hereinafter - OSCM services) determined in accordance with the Procedure for determining the cost of the OSCM services provided being a schedule to the Agreement.


 , roubles. – the cost of power purchased by PJSC "RusHydro" in the wholesale electric energy and power supply market to participate in the provision of the OSCM services determined in accordance with the Procedure for determining the cost of the OSCM services provided being a schedule to the Agreement;


RR - rate of return of products (services) deened to be equal to the refinancing rate of the Central Bank of the Russian Federation at the time of conclusion of the Agreement, expressed as a decimal fraction.


Furthermore, the value added tax should be paid calculated in accordance with applicable law.


Marginal price (monetary value) of the services under the Agreement is 200,000,000 (Two hundred million) roubles, including VAT, that does not exceed 2 (two) % of the book value of assets of PJSC "RusHydro" as of the last reporting date.


2. To approve the Service Agreement on reactive power control without electricity production being a transaction of interest on the following material conditions:


Parties to the Agreement:


Contractor — PJSC "RusHydro";


Customer – OJSC "SO UES".


Subject of the Agreement:


The Contractor undertakes to provide the Customer with services on reactive power control with the use of the generating equipment of Volzhskaya hydropower plant, Zagorskaya hydroelectric pumped storage power plant, Ezminskaya hydropower plant, Gizeldonskaya hydropower plant, Zelenchukskaya hydropower plant, operating in the synchronous compensator mode (hereinafter - OSCM services) on that during the services delivery period the electrical energy is not produced, in the order and under the conditions provided for by the Agreement and regulations of the Russian Federation, and the Customer undertakes to pay for the provided OSCM services in amount, order and terms stipulated by the conditions of the Agreement.


Services delivery period:


Beginning of execution by the Executor of the obligations under the Agreement relating to the provision of the OSCM services - 00:00 on 01.01.2016.


End of execution by the Executor of the obligations under the Agreement relating to the provision of the OSCM services - 24:00 on 31.12.2016.


OSCM services delivery period – the period of time during that the generating equipment of PJSC "RusHydro" has to operate in the synchronous compensator mode, in accordance with control orders of OJSC "SO UES".


Cost of Services:


Defined in para. 1 of the present decision.


Term of the Agreement:


The Agreement shall enter into effect upon its conclusion and is valid until the complete fulfilment by the Parties of their obligations thereon. The Agreement conditions are applicable to the Parties` relationships occured since 01.01.2016.


Voting results:


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


"Against" — 0.


"Abstain" — 0.


The Service Agreement on reactive power control without electricity production with the use of the generating power stations equipment concluded between PJSC "RusHydro" and OJSC "SO UES" is recognized in accordance with Art. 81 of the Federal Law "On Joint Stock Companies" a transaction of interest of the Russian Federation, that is the shareholder owning more than 20% of shares of OJSC "SO UES" and PJSC "RusHydro", and of the members of the Board of Directors of PJSC "RusHydro" M.S. Bystrov and V.M. Kravchenko who are also members of the Board of Directors of OJSC "SO UES" - the customer on the transaction.


In accordance with Article 83 of the Federal Law On Joint-Stock Companies, the resolution on this issue shall be adopted by the Company's Board of Directors by a majority of votes cast by the independent directors, who are not interested therein.


During counting of votes on this item, the votes of members of PJSC "RusHydro" Board of Directors M.S. Bystrov and V.M. Kravchenko, recognised as the persons interested in the transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, and member of PJSC "RusHydro" Board of Directors Ye.V. Dod, recognised as a non-independent director in accordance with Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.


The resolution has been adopted.


Item 4.3. "On approval of the supplementary agreement between PJSC "RusHydro" and PJSC Sberbank, being a transaction of interest".


Resolution:


1. To determine that the limit price under the guarantee agreements between PJSC "RusHydro" and PJSC Sberbank (hereinafter – "the Bank") taking into account Supplementary agreement No 1 to the Loan Agreement 2 being a transaction of interest, shall be the largest of the following values:


1.1. The Price of Loan Agreement 1, concluded on 30.09.2015 No 900150013, comprising the Loan Limit in the amount of RUB 5,602,331,000.00 (five billion six hundred and two million three hundred thirty-one thousand roubles 00 kopecks), and the interest rate, accrued during the term of Loan Agreement 1 (12 years), in the amount not exceeding 13.1 percent per annum, as well as:


а) drawdown charge: not exceeding 0.83 percent per annum, accrued on the undrawn loan amount;


b) early repayment charge in the amount not exceeding 3 percent per annum of the early repaid loan amount.


c) one-time commitment fee to be paid when concluding Loan Agreement 1: not exceeding 0.5 percent of the loan limit;


d) the amount of the Borrower's liability for violation of the terms and conditions of Loan Agreement 1.


The Bank may, at its discretion, unilaterally increase the interest rate under Loan Agreement 1, including (but not limited to) due to the Bank of Russia's decisions to increase the key interest rate and / or refinancing rate (discount rate).


1.2. The price of Loan Agreement 2 concluded on 30.09.2015 No 900150012, comprising the Loan Limit in the amount of RUB 5,602,331,000.00 (five billion six hundred and two million three hundred thirty-one thousand roubles 00 kopecks) and the interest rate, accrued during the term of Loan Agreement 2 (12 years), in the amount not exceeding the interest rate, set by the Central Bank of the Russian Federation as of the date of Loan Agreement 2 when providing the authorised banks with loan proceeds for the purposes of refinancing the loans, granted by the authorised banks to the ultimate borrowers in accordance with the Program for Support of Investment Projects Implemented in the Territory of the Russian Federation under Project Financing (hereinafter referred to as “the Program”), plus 2.5 percent per annum, as well as:


а) drawdown charge: not exceeding 0.83 percent per annum, accrued on the undrawn loan amount;


b) early repayment charge in the amount not exceeding 3 percent per annum of the early repaid loan amount.


c) the amount of the Borrower's liability for violation of the terms and conditions of Loan Agreement 2.


The Bank is entitled unilaterally at its own discretion to produce a decrease/increase of the interest rate only in the case of decrease/increase by the Bank of Russia of the Interest rate size on the specialized refinancing instrument and by the value of its decrease/increase, with notification the Borrower thereof without registration of this change as a supplementary agreement to the Agreement.


In the case of cessation of the refinancing the loan by the Bank of Russia under the Program for the Loan Agreement 2 and the termination of the agreement on the provision of the state guarantee of the Russian Federation (termination of the state guarantee of the Russian Federation) on any grounds provided for by the applicable law of the Russian Federation and by the state guarantee of the Russian Federation, the Borrower shall pay interest for the use of the loan for the period from the date of termination of the refinancing the loan by the Bank of Russia under the Program to the date of full repayment of the loan - at the rate 3M MosPrime as of the date of quotation (the date prior to the date of termination of the refinancing the loan by the Bank of Russia under the Program for one (1) working day (inclusive)) plus 3 per cent per annum.


In case of the Bank of Russia's refusal to provide the Bank with the loan proceeds for the purposes of refinancing the loan, issued under the Program, and termination of the state guarantee of the Russian Federation, as well as the Bank of Russia's termination of refinancing the loan granted under the Program, and termination of the state guarantee of the Russian Federation, the Creditor may unilaterally change the interest rate under Loan Agreement 2, as well as the procedure and conditions for setting thereof, what results in increase / decrease of the interest rate, including, but not limited to, change of MosPrime 3M Rate for MosPrime Rate, set for another period (due to the change of situation in the internal and external financial markets as compared to the situation as of the date of Loan Agreement 2 (in particular, due to the increase of MosPrime 3M daily volatility by more than 10 percent within 30 consecutive days)).


The loan proceeds under Loan Agreement 1 shall be drawn down until occurrence of all conditions for providing the loan proceeds under Loan Agreement 2, and, accordingly, until commencement of providing the loan proceeds under Loan Agreement 2. The amount of loan proceeds, provided under Loan Agreement 2, shall not exceed RUB 5,602,331,000.00 (five billion six hundred and two million three hundred thirty-one thousand roubles 00 kopecks), decreased by the amount of loan proceeds, provided under Loan Agreement 1.


The total amount (aggregate amount) of liabilities, secured by the guarantee under this resolution, shall not exceed RUB 17,000,000,000 (seventeen billion).


2. To approve the Supplementary agreement No 1 to the Guarantee Agreement between PJSC "RusHydro" and PJSC Sberbank being a transaction of interest on the following material terms:


Parties:


Bank — PJSC Sberbank (Creditor);


Guarantor — PJSC "RusHydro";


Beneficiary — PJSC RAO ES of the East (Borrower).


Subject of the Supplementary Agreement:


Change of the Agreement conditions previously approved by the decision of the Board of Directors of PJSC "RusHydro" (minutes of 11.12.2015 No 228) in the part providing for a number of conditions under that the Borrower shall pay interest for using the loan at a floating base interest rate, the amount of that is set based on the rate of MosPrime 3M plus 3 per cent per annum.


Price:


shall be determined in accordance with clause 1 hereof.


Term of the Supplementary Agreement:


The Supplementary Agreement shall enter into force from the date of its signing.


The guarantee shall be valid until September 29, 2030, inclusively.


3. To instruct the Company's Board to disclosure the information about the persons, who are the parties and beneficiaries, material terms and price of the transactions, specified in clauses 1 and 2 hereof, after conclusion thereof in accordance with the procedure prescribed by the legislation of the Russian Federation, according to Chapter 46 of the Regulation No. 454-П of December 30, 2014 On Disclosure of Information by Issuers of Securities.


Voting results:


"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.


"Abstain" — 1 (M.S. Bystrov).


The Supplementary Agreement to the Guarantee Agreement concluded between PJSC "RusHydro" and PJSC Sberbank shall be recognised as a transaction of interest in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as Chairman of the Management Board - General Director of PJSC "RusHydro" N.G. Shulginov is simultaneously a member of the Board of Directors of PJSC RAO ES of the East (beneficiary under the transaction).


In accordance with Article 83 of the Federal Law On Joint-Stock Companies, the resolution on this issue shall be adopted by the Company's Board of Directors by a majority of votes cast by the independent directors, who are not interested therein.


During counting of votes on this item, the vote of member of PJSC "RusHydro" Board of Directors Ye.V. Dod, recognised as a person interested in the transaction in accordance with Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.


The resolution has been adopted.


Item 5: On enforcement of the resolutions adopted by the Board of Directors of PJSC "RusHydro".


Item 5.1. Postponement of the term of fulfilment of the instruction of the Board of Directors of the Company on the Concept of reforming the scientific and technological complex of PJSC "RusHydro".


Resolution:


To aggree postponement of the term of fulfilment of the instruction issued by the Board of Directors of the Company to the Chairman of the Management Board - General Director of the Company (of 20.01.2012, minutes No 143), to submit to the Board of Directors the Concept of reforming the scientific and technological complex of PJSC "RusHydro" - until 30.06.2016.


Voting results:


"For" — 11 (V.M. Zimin, Ye.V. Dod, 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.


"Abstain" — 1 (M.S. Bystrov).


The resolution has been adopted.


Item 5.2. Adjustment of the instruction of the Board of Directorsof the Company on the report on the raising borrowed funds by the Company.


Resolution:


To adjust decision of the Board of Directors of 30 August 2011 (minutes of 31.08.2011 No 132) on the issue "On the raising borrowed funds by the Company" setting out the para. 2.3. as follows:


"2.3. quarterly reporting on the raising borrowed funds by the Company to the Board of Directors of the Company as part of the approval of the Report on the execution of the Business Plan of the Company".


Voting results:


"For" — 11 (V.M. Zimin, Ye.V. Dod, 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.


"Abstain" — 1 (M.S. Bystrov).


The resolution has been adopted.


Item 6: On the formation of management entities of PJSC "RusHydro": "On election of the member of the Management Board of PJSC "RusHydro".


Resolution:

  1. To elect Andrei Valentinovich Kazachenkov as a member of the Management Board of the Company.
  2. To instruct the Chairman of the Management Board - General Director of the Company Nikolai Grigorievich Shulginov to define the conditions of the contract with the member of the Management Board of Andrei Valentinovich Kazachenkov, to ensure conclusion and signing the documents required for the execution of paragraph 1. of this decision in accordance with the labour legislation of the Russian Federation.

Voting results:


"For" — 12 (M.S. Bystrov, Ye.V. Dod, 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.


"Abstain" — 0.


The resolution has been adopted.


Individual opinion of the member of the Board of Directors of PJSC "RusHydro" V.M. Kravchenko is attached.


Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary M.V. Zavalko 

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