Minutes of 23.06.2016 №239

MINUTES No. 239

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):

June 23, 2016, 06:00 p.m.

(Moscow time)

Date of drawing up the Minutes:

June 23, 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,

V.M. Zimin,

S.N. Ivanov,
V.M. Kravchenko,
D.S. Morozov,

A.M. Osipov

V.V. Pivovarov,

Yu.P. Trutnev


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 consideration of a Report of activity of the Management Board of the Company for 2015.
  2. On consideration of reports of Chairmen of the Committees under the Board of Directors on the results of activity for 2015.
  3. On enforcement of the resolutions adopted by the Board of Directors of the Company.
  4. On the Company's priority activities.
  5. On the Company's internal documents. 


RESULTS OF VOTING ON THE AGENDA ITEMS:

Item 1: On consideration of the Report of activity of the Management Board of the Company for 2015.

Resolution:

To approve the Report of activity of the Management Board of the Company for 2015 (Annex 1).


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, V. M. Kravchenko, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.

Item 2: On consideration of reports of the Chairmen of the Committees under the Board of Directors on the results of activity for 2015.

Resolution:

1. To approve a report of the Audit Committee under the Board of Directors of the Company (Annex 2).

2. To approve a report of the Investment Committee under the Board of Directors of the Company (Annex 3).

3. To approve a report of the Committee on Reliability, Efficiency and Innovation under the Board of Directors of the Company (Annex 4).

4. To approve a report of the Strategy Committee under the Board of Directors of the Company (Annex 5).

5. To approve a report of the Committee on Human Resources and Remuneration under the Board of Directors of the Company (Annex 6).


Voting results:

"For" — 8 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.

Item 3: On enforcement of the resolutions adopted by the Board of Directors of the Company.


Resolution:

The resolutions adopted in accordance with sub-items 1 and 2 contain confidential information.

3. To approve changes to the Corporate Governance Code of PJSC RusHydro (Annex 8).

4. To take note of the Report on the results of distance assessment of PJSC RusHydro Board of Directors' activity for 2015 (Annex 9), and the action plan to improve activity of the Board of Directors of the Company (Annex10).


Voting results:

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

"Against" — 0.

"Abstain" — 1 (D.S. Morozov).

The resolution has been adopted.

Item 4: On the Company's priority activities.


Item 4.1:
On conducting external, independent audit of the Company's costs and developing an action plan on costs reduction in 2016 and the medium-term outlook (decrees of the RF Government No. 3795p-П13 of 01.06.2016).

Resolution:

Chairman of the Management Board - General Director of PJSC RusHydro N.G. Shulginov has been entrusted with ensuring the implementation of the following measures:

1. Conduction of the external independent audit of the Company's costs, taking into account subsidiaries, in accordance with paragraph 69 of the Action Plan of the Russian Federation government aimed at ensuring a sustainable social and economic development of the Russian Federation in 2016 (No. 1349p-П13 of March 1, 2016);

2. Determination by the external auditor by July 31, 2016 of areas for improvement of the Company's activity efficiency, taking into account subsidiaries, based on the results of the external independent costs audit;

3. Development by the Company of an action plan based on the results of the independent external audit of the Company's costs, taking into account subsidiaries, concerning costs reduction (hereinafter referred to as the Plan) and its submission for consideration of the Board of Directors not later than August 31, 2016;

4. Submission by the Company of a report on the implementation of measures stipulated by the Plan to the Russian Economic Development Ministry and sectoral federal executive bodies twice a year, not later than January 31 and July 31.

Voting results:

"For" — 8 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.

Item 4.2: On carrying out Company's transactions with shares and stakes of entities with equity participation by the Company.

Resolution:

1. To approve an Agreement on acquisition of shares of an entity with equity participation by the Company (hereinafter referred to as the Agreement) on the following terms:

Parties to the Agreement:

Issuer - JSC "Transport company RusHydro" (TC RusHydro);

Purchaser - PJSC RusHydro;

Subject of the Agreement:

The Issuer undertakes to transfer to the possession of the Purchaser, and the Purchaser undertakes to accept and pay for additional ordinary shares issued by the Issuer in the amount of not more than 513,613,687 (five hundred thirteen million six hundred thirteen thousand six hundred and eighty-seven) shares with a par value of RUB 1 (one) each at offering price of RUB 1 (one) per a share.

The Purchaser pays for the Issuer's shares in cash and/or by offsetting monetary claims to the Issuer, as well as with the help of property specified below at the market value determined by an independent appraiser:

1) Name: Building block in the administrative yard

Cadastral number: 64:40:000000:16185

Address (location): Saratov region, Balakovo, the territory of Saratov HPP

Records in USRR: No. 64-64-27/008/2011-454 of 03.03.2011.

2) Name: Administrative and household facilities of a vehicle depot

Cadastral number: 19:03:080104:133

Address (location): Litera A7, Cheryomushki village, build. 101, Sayanogorsk, Republic of Khakassia

Records in USRR: No. 19-19-03/005/2008-230 of 26.02.2008.

3) Name: Main building of the vehicle depot

Cadastral number: 19:03:080104:137

Address (location): Litera B25, Cheryomushki village, build. 101, Sayanogorsk, Republic of Khakassia

Records in USRR: No. 19-19-03/005/2008-231 of 26.02.2008.

2. To instruct Company's representatives in the management bodies of JSC TC RusHydro to vote in favour of adopting resolutions related to the increase in the authorized capital of JSC TC RusHydro on the following terms:

- declaration of 513,613,687 (five hundred and thirteen million six hundred thirteen thousand six hundred and eighty-seven) shares in addition to the issued shares of JSC TC RusHydro;

- category (type) of further authorized shares of JSC TC RusHydro - ordinary registered shares;

- nominal value of 1 (one) further authorized shares of JSC TC RusHydro is RUB 1 (one);

- further authorized shares give their holders the rights provided for by paragraph 6.2 of the Articles of Association of JSC TC RusHydro;

- the increase in the authorized capital of JSC TC RusHydro by placing additional ordinary registered shares in the amount of 513,613,687 (five hundred and thirteen million six hundred thirteen thousand six hundred and eighty-seven) shares;

- the method of placement of additional shares of JSC TC RusHydro is a private subscription; investors that will participate in the placement of additional shares are Public Joint Stock Company "Federal Hydro Generating Company - RusHydro" (BIN 1042401810494);

- a form of payment for additional shares of JSC TC RusHydro shall be monetary funds with the possibility of payment for additional shares by offsetting monetary claims to JSC TC RusHydro, as well as non-monetary assets;

- the list of assets that can be used to pay for additional shares of JSC TC RusHydro:

1) Name: Building block in the administrative yard

Cadastral number: 64:40:000000:16185

Address (location): Saratov region, Balakovo, the territory of Saratov HPP

Records in USRR: No. 64-64-27/008/2011-454 as of 03.03.2011.

2) Name: Administrative and household facilities of a vehicle depot

Cadastral number: 19:03:080104:133

Address (location): Litera A7, Cheryomushki village, build. 101, Sayanogorsk, Republic of Khakassia

Records in USRR: No. 19-19-03/005/2008-230 as of 26.02.2008.

3) Name: Main building of the vehicle depot

Cadastral number: 19:03:080104:137

Address (location): Litera B25, Cheryomushki village, build. 101, Sayanogorsk, Republic of Khakassia

Records in USRR: No. 19-19-03/005/2008-231 as of 26.02.2008.

- the offering price of additional shares of JSC "Transport Company RusHydro" is RUB 1 (one) each.


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 1 (V.M. Kravchenko).

“Abstain” — 1 (M.S. Bystrov).

The resolution has been adopted.

Item 4.3: On approval of an Agreement between PJSC RusHydro and the Development Fund of the Moscow Power Engineering Institute as an interested party transaction.

Resolution:

1. To determine that the size of the donation transferred under the Donation agreement between the Company and the Development Fund of the Moscow Power Engineering Institute is RUB 6,500,000 (six million five hundred thousand).

2. To approve the Donation agreement between the Company and the Development Fund of the Moscow Power Engineering Institute (hereinafter referred to as the Agreement) as an interested party transaction on the following material terms:

Parties to the Agreement:

Donor - PJSC RusHydro;

Donee - the Development Fund of the Moscow Power Engineering Institute;

Subject of the Agreement:

The Donor's donation to the donee in the amount of RUB 6,500,000 (six million five hundred thousand) to finance the statutory activity with a view of facilitating the development of FSBEI HE NRU MPEI, including for the payments of work and services related to the improvement of laboratory capacities and the implementation of the Development Program of the Department "Hydropower and Renewable Energy Sources" at FSBEI HE NRU MPEI.

Price of the Agreement:

RUB 6,500,000 (six million five hundred thousand).


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).

The Donation agreement concluded between PJSC RusHydro and the Development Fund of the Moscow Power Engineering Institute, is recognized in accordance with Article 81 of the Federal Law "On Joint Stock Companies" is as an interested party transaction with regard to the member of the Board of Directors of PJSC RusHydro V.M. Kravchenko and Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov who are also members of the Board of Trustees of the Federal State Budget Educational Institution of Higher Education National Research University MPEI - the 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 of independent directors, who are not interested parties.

During counting of votes on this issue, the votes of members of the Board of Directors of PJSC RusHydro V.M. Kravchenko, recognised as a person interested in the transaction in accordance with Article 81 of the Federal Law "On Joint-Stock Companies", and 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 4.4:
On approval of an Agreement between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI, as an interested party transaction:


Resolution:

1. To determine that the size of the donation transferred under the Donation Agreement between the Company and the Federal State Budgetary Educational Institution of Higher Education National Research University MEI is RUB 4.000.000 (four million).

2. To approve the conclusion of a Donation agreement between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI, as an interested party transaction on the following material terms:

Parties to the Agreement:

Donor - PJSC RusHydro;

Donee - the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI;

Subject of the Agreement:

The Donor's donation to the Donee in the amount of RUB 4,000,000 (four million) to finance the statutory activity of the Organization, as well as to purchase equipment for disciplines related to "Hydroelectric power plants", including a laboratory complex "Hydropower - turbine-generator system", a hydraulic tray (for students of the branch of FSBEI HE NRU MPEI in Volzhsky).

Price of the Agreement:

RUB 4,000,000 (four million).


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).


The donation agreement concluded between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI is recognized in accordance with Article 81 of the Federal Law "On Joint Stock Companies" is as an interested party transaction with regard to the member of the Board of Directors of PJSC RusHydro V.M. Kravchenko and Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov who are also members of the Board of Trustees of the Federal State Budget Educational Institution of Higher Education National Research University MPEI - the 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 of independent directors, who are not interested parties.

During counting of votes on this issue, the votes of members of the Board of Directors of PJSC RusHydro V.M. Kravchenko, recognised as a person interested in the transaction in accordance with Article 81 of the Federal Law "On Joint-Stock Companies", and 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 4.5: On approval of an Agreement between PJSC RusHydro and the Endwoment Fund of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University as an interested party transaction.

Resolution:

1. To determine that the size of the donation transferred under the Donation agreement between the Company and the Endowment Fund of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University is RUB 30,000,000 (thirty million).

2. To approve the Donation agreement between PJSC RusHydro and the Endowment Fund of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University as an interested party transaction on the following material terms:

Parties to the Agreement:

Donor - the Company;

Donee - the Endowment Fund of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University.

Subject of the Agreement:

The Donor's donation to the Donee in the amount RUB 30,000,000 (thirty million) to finance the statutory activity of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University.

The donation is transferred to replenish the endowment funds for "Support and Development of the Far Eastern Federal University" in accordance with Federal Law No. 275-ФЗ of 30.12.2006 "On the order of formation and use of endowment funds by non-profit institutions".

Price of the Agreement:

RUB 30,000,000 (thirty million).


Voting results:

"For" — 7 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov).

"Against" — 0.

“Abstain” — 0.

The Donation agreement concluded between PJSC RusHydro and the Endowment Fund of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University is recognized in accordance with Article 81 of the Federal Law "On Joint Stock Companies" is as an interested party transaction with regard to Chairman of the Board of Directors of PJSC RusHydro Yu. P. Trutnev who is also the members of the Supervisory Board of the Federal State Autonomous Educational Institution of Higher Professional Education Far Eastern Federal University - the 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 of independent directors, who are not interested parties.

During counting of votes on this issue, the votes of the members of the Board of Directors of PJSC RusHydro Yu. P. Trutnev, recognised as the person interested in the transaction in accordance with Article 81 of the Federal Law "On Joint-Stock Companies", and 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 4.6:
On defining the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda item of the meeting of the Board of Directors of JSC Karachay-Cherkessia Hydro-Power Company: "On approval of an Agreement for purchase and sale of immovable and movable property as a major transaction."


Resolution:

To instruct representatives of PJSC RusHydro in the Board of Directors of JSC Karachay-Cherkessia Hydro-Power Company to vote in favour of adopting the following resolution on the agenda item of the Board of Directors of JSC Karachay-Cherkessia Hydro-Power Company: “On approval of the transaction on purchase and sale of immovable and movable property the carrying value of which exceeds 25% of the carrying value of assets owned by JSC Karachay-Cherkessia Hydro-Power Company:

To approve the transaction on purchase and sale of movable and immovable property, being part of property complexes of Eshkakonskaya SHPP and Uchkulanskaya SHPP and owned by JSC Karachay-Cherkessia Hydro-Power Company (hereinafter referred to as the Property, a list of property is specified in Annexes 11.1 and 11.2 to this resolution), the carrying value of which exceeds 25% of the carrying value of assets of JSC Karachay-Cherkessia Hydro-Power Company on the following terms:

Sale of the Property shall be carried out through the consistent application of the following procedures (hereinafter the Procedures for property sale):

1. Auction - an open procedure with accepting increasingly higher bids.

The starting price of the lot - RUB 48,234,972 (forty-eight million two hundred and thirty-four thousand nine hundred and seventy-two), including a 18% VAT in the amount of RUB 7,357,877 (seven million three hundred and fifty-seven thousand eight hundred and seventy-seven) 08 kopecks, has been determined on the basis of the market value assessment reports No. 117-04/2016 of 01.04.2016 and No. 1462-2146-2016 of 08.04.2016. The residual value of the property is RUB 33,315,163.73, which makes up 27.03% of the carrying value of assets of JSC Karachay-Cherkessia Hydro-Power Company as of 31.03.2016.

In the event the auction is recognized as not held due to only one bidder recognized as the participant, the Property shall be alienated at a price not lower than the initial price of the lot offered by a single bidder.

2. Public offering - an open procedure held when the planned auction is declared invalid, providing for the acceptance of bids reducing the price to 50% of the initial selling price with the possibility of holding the selling procedure according to the auction rules provided the receipt of bids for the acquisition from two or more bidders of the same "reduction step" (the same price value).

3. Sale without announcement of the price.

Material terms and conditions of the Agreement:

Parties to the Agreement:

Seller - JSC Karachay-Cherkessia Hydro-Power Company

Buyer - the winner selected based on the results of the Procedures for property sale.

Subject of the Agreement:

The Seller shall transfer to the possession of the Buyer and the Buyer shall accept and pay for the Property owned by the Seller based on the right of ownership.

Price of the Agreement:

not lower than the value determined based on the results of the Procedures for property sale.


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 1 (V.M. Kravchenko).

“Abstain” — 1 (M.S. Bystrov).

The resolution has been adopted.


Item 5:
On the Company's internal documents.


Item 5.1:
On approval of the Regulation concerning the procedure for management of non-core assets of PJSC RusHydro in a new version.


Resolution:

To approve the Regulation concerning the procedure for management of non-core assets of PJSC RusHydro in a new version (Annex 12).


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 2 (V.M. Kravchenko, M.S. Bystrov).

The resolution has been adopted.

Item 5.2: On approval of the Register of non-core assets of PJSC RusHydro in a new version.


Resolution:

To approve the Register of non-core assets of PJSC RusHydro in a new version (Annex 13).


Voting results:

"For" — 6 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 1 (V.M. Kravchenko).

“Abstain” — 1 (M.S. Bystrov).

The resolution has been adopted.

Item 5.3: On approval of the Regulation regarding the purchase of goods for the needs of PJSC RusHydro in a new version.


Resolution:

1. To approve the Regulation regarding the purchase of goods for the needs of PJSC RusHydro in a new version (Annex 14).

2. To consider invalid the Regulation on the purchase of goods for the needs of PJSC RusHydro approved by resolution of the Board of Directors of PJSC RusHydro of 29.04.2015 (Minutes No. 215 of 05.05.2015), as amended and supplemented, the resolution of the Board of Directors of PJSC RusHydro of 19.06.2015 (Minutes No. 218 of 22.06.2015).

Voting results:

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

"Against" — 1 (V.M. Kravchenko).

“Abstain” — 0.

The resolution has been adopted.

Item 5.4: On approval of the Regulation concerning the Audit Committee under the Board of Directors of PJSC RusHydro in a new version.

Resolution:

To approve the Regulation concerning the Audit Committee under the Board of Directors of PJSC RusHydro in a new version (Annex 15).

Voting results:

"For" — 8 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.

Item 5.5: On approval of the Regulation regarding the Committee on Human Resources and Remuneration under the Board of Directors of PJSC RusHydro in a new version.

Resolution:

To approve the Regulation regarding the Committee on Human Resources and Remuneration under the Board of Directors of PJSC RusHydro in a new version (Annex 16).


Voting results:

"For" — 8 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.

Individual opinion of the member of the Board of Directors of PJSC RusHydro M.S. Bystrov is attached.


Chairman

of the Board of Directors Yu.P. Trutnev

Corporate Secretary M.V. Zavalko 

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