Minutes of 23.11.2016 №244

MINUTES No. 244

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):

November 22, 2016, 10.00 a.m.

(Moscow time).

Date of drawing up the Minutes:

November 23, 2016

Form of the Meeting:

joint attendance.

Venue of counting the votes:

7 Malaya Dmitrovka St., 1st floor, Enisey hall.

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors

who participated in the voting:


A.D. Avetisyan,

M.S. Bystrov,

P.S. Grachyov,

S.N. Ivanov,

V.M. Kravchenko,

V.V. Pivovarov,

N.R. Podguzov,

N.D. Rogalyov,

Yu.P. Trutnev,

A.O. Chekunkov,

S.V. Shishin,

A.N. Shishkin,

N.G. Shulginov.

The meeting of the Board of Directors of PJSC RusHydro was attended personally by Chairman of the Board of Directors Yu.P. Trutnev, members of the Board of Directors: M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.G. Shulginov


Members of the Board of Directors of PJSC RusHydro A.D. Avetisyan (on all agenda items), N.D. Rogalyov (on the agenda items 1-5.1, 9), S.V. Shishin (on the agenda item 9), A.N. Shishkin (on all agenda items), A.O. Chekunkov (on all agenda items) have submitted written opinions.


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


Invitees:


B.B. Bogush, A.V. Kazachenkov, S.A. Kirov, D.I. Rizhinashvili, V.I. Markin, S.N. Tolstoguzov, V.V. Khmarin, D.A. Belyaev, S.S. Koptyakov, D.V. Perminov, A.Yu. Podgorny


Speaker on the agenda items 1, 2, 3, 4, 6-13: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


Speaker on the agenda item 5.1: Member of the Board, First Deputy General Director S.A. Kirov.


Chairman of the Board of Directors of the Company Yu.P. Trutnev opened the in-person meeting.


AGENDA OF THE MEETING:


1. On approval of the report on implementation of the Innovation Development Program of PJSC RusHydro for 2011-2015 with an outlook until 2021 for 2015.

2. On approval of the Innovation Development Program of RusHydro Group for 2016 - 2020 with an outlook until 2025.

3. On the implementation of the Long-Term Development Program of RusHydro Group for the 1st half of 2016.

4. On approval of the Long-Term Development Program of RusHydro Group for 2016 - 2020

5. On the Company's priority activities.

5.1. On the Cost Optimization Activities Plan based on the results of the independent external audit of the Company's costs, taking into account its subsidiaries.

6. On the Company's priority activities: On approval of the structure of transactions as part of the debt refinancing on credits and loans of the companies of RAO ES of the East Holding.

7. On approval of the non-deliverable shares forward transaction between PJSC RusHydro and VTB Bank (PJSC).

8. On pricing of placing of Company’s additional shares.

9. On increase of the Company’s Authorised Capital.

10. On approval of the decision on the additional issue of the Company’s securities.

11. On approval of the Company’s Securities Prospectus.

12. On the Company’s priority activities: On transactions with the Company’s shares owned by the companies incorporated in RusHydro Group.

13. On determining the position of PJSC RusHydro (the representatives of PSC RusHydro) on the agenda item of the meeting of JSC Hydroinvest management entities: “On approval of the major transaction carried out by JSC Hydroinvest.”


RESULTS OF VOTING ON THE AGENDA ITEMS*:


On the proposal of the Chairman of the Board of Directors of the Company Yu.P. Trutnev the order of consideration of the agenda items has been changed: the agenda items 6 to 13, then the agenda item 5.1, then the agenda items 1 to 4 shall be heard.


Item 6: On the Company's priority activities: On approval of the structure of transactions as part of the debt refinancing on credits and loans of the companies of RAO ES of the East Holding.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.

Speakers: Yu.P. Trutnev, V.M. Kravchenko, V.V. Pivovarov, S.N. Ivanov, N.G. Shulginov, P.S. Grachyov.


In view of comments and proposals of the Members of the Company’s Board of Directors announced in the course of discussion


The draft resolution put to vote:

1. Approve the following structure of the transactions as part of refinancing loan indebtedness of the companies incorporated in RAO ES of the East Holding:

Stage 1. Raising funds for the repayment of credits and loans of the companies incorporated in RAO ES of the East Holding:

A. Issue additional shares of PJSC RusHydro to attract equity financing in the amount of 40,000,000,000 (forty billion) rubles (placement in favour of VTB Bank (PJSC) of 40,000,000,000 (forty billion) shares of PJSC RusHydro at a price determined by the Company's Board of Directors).

B. Expropriation from the controlled companies incorporated in RusHydro Group (JSC Hydroinvest, LLC EZOP) in favour of VTB Bank (PJSC) of 15,000,000,000 (fifteen billion) of treasury shares of PJSC RusHydro for the amount of 15,000,000,000 (fifteen billion) rubles.

Terms of expropriating of packages of treasury shares shall be subject to approval by the Company's Board of Directors.

B. Transfer of funds by JSC Hydroinvest and LLC EZOP in the amount of 15,000,000,000 (fifteen billion) rubles being the proceeds from the transactions provided for under paragraph B of Stage 1 to PJSC RusHydro to repay the debt on intragroup loans.

D. Making of the non-deliverable forward transaction between PJSC RusHydro and VTB Bank (PJSC) for the shares of PJSC RusHydro with an aggregate value totalling 55,000,000,000 (fifty five billion) rubles for the period of 5 years (hereinafter – “Non-Deliverable Forward”), under which in case of selling the shares of PJSC RusHydro by VTB Bank (PJSC) and/or after the expiration of the Non-Deliverable Forward Contract: (1) PJSC RusHydro shall refund the absolute difference between the calculated price of the package of shares and the forward price of the package of shares to VTB Bank (PJSC) in case if the difference is negative, or (2) VTB Bank (PJSC) shall refund the above difference to PJSC RusHydro if the difference is positive.

Terms and conditions of the non-deliverable forward shall be determined by the Company’s Board of Directors.

Stage 2. Repayment of credits and loans of the companies incorporated in RAO ES of the East Holding:

A. Transfer by PJSC RusHydro of funds received as a result of carrying out the activities provided for by paragraphs A and B of Stage 1 to the companies incorporated in RAO ES of the East Holding (including PJSC RAO ES of the East and its controlled companies) under the target intragroup loan contracts, including with the possibility of redemption (repayment) in whole or in part at the expense of funds allocated for payment of the authorised capitals of these companies during additional issue of shares in favour of PJSC RusHydro.

B. Transfer of funds by the companies incorporated in RAO ES of the East Holding received as a result of carrying out activities provided for by paragraph A of Stage 2 for repayment of credit and loan debts.

Stage 3. Raising funds to meet the obligations of PJSC RusHydro to repay the negative difference between the calculated price of the package of shares of PJSC RusHydro and the forward price (if applicable).

2. Instruct the Company's Management Board within one month to submit the terms of transfer of funds by PJSC RusHydro to the companies incorporated in RAO ES of the East Holding in accordance with paragraph A of Stage 2 of this resolution for approval of the Board of Directors.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 7: On approval of the non-deliverable shares forward transaction between PJSC RusHydro and VTB Bank (PJSC).


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

1. Take note of the information on the conditions precedent of conclusion of the non-deliverable shares forward between PJSC RusHydro and VTB Bank (PJSC) as part of refinancing the debt of the companies incorporated in RAO ES of the East Holding.

2. Instruct the Management Board within two weeks to determine optimal terms and conditions of the non-deliverable shares forward transaction and ensure that they are put to vote of the absentee meeting of the Company's Board of Directors with a preliminary review during the in-person meeting of the Strategy Committee of the Board of Directors.


Voting results:

“For” — 8 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 8: On pricing of placing of Company’s additional shares.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

Determine the price of placing additional shares of the Company (including to the persons contained in the list of persons having the pre-emptive right to purchase additional shares issued) in the amount of 1 (one) ruble per 1 (one) additional ordinary registered uncertified share.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 9: On increase of the Company's Authorised Capital.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

Increase the Company’s Authorized Capital by placement of additional ordinary uncertified shares in the amount of 40,429,000,000 (forty billion four hundred twenty-nine million) shares with a par value of 1 (one) ruble 00 kopecks each totalling 40,429,000,000 (forty billion four hundred twenty-nine million) rubles 00 kopecks at par;

  • Way of placement — open subscription;
  • The price of placing additional shares (including to the persons contained in the list of persons having the pre-emptive right to purchase additional shares issued) is 1 (one) ruble per 1 (one) additional ordinary registered uncertified share.
  • Form of payment for shares — non-cash funds in Russian rubles;
  • Procedure of payment for shares — shares shall be paid up in full upon placement.


Voting results:

“For” — 13 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov). (Unanimously).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 10: On approval of the decision on the additional issue of the Company's securities.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

Approve the Resolution on additional issue of the Company's securities in accordance with Annex 1 hereto.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 11: On approval of the Company's Securities Prospectus.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

Approve the Securities Prospectus of PJSC RusHydro (of ordinary registered uncertified shares) in accordance with Annex 2 hereto.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 12: On the Company's priority activities: On transactions with the Company's shares owned by the companies incorporated in RusHydro Group.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

1. Approve the expropriation by the companies incorporated in RusHydro Group of 15,000,000,000 (fifteen billion) shares of PJSC RusHydro owned by them in favour of the VTB Bank (PJSC), including:

— 13,720,324,992 (thirteen billion seven hundred and twenty million three hundred and twenty-four thousand nine hundred and ninety-two) ordinary registered shares of PJSC RusHydro owned by JSC Hydroinvest;

- 1,279,675,008 (one billion two hundred and seventy-nine million six hundred and seventy-five thousand eight) ordinary registered shares of PJSC RusHydro owned by LLC EZOP;

The price of shares of PJSC RusHydro expropriated in favour of VTB Bank (PJSC) is 1 (one) ruble per 1 (one) share.

2. With a view to expropriate the shares of PJSC RusHydro in accordance with paragraph 1 of this resolution, approve termination of the pledge in respect of 636,813,489 (six hundred and thirty-six million eight hundred and thirteen thousand four hundred and eighty-nine) ordinary registered shares of PJSC RusHydro owned by JSC Hydroinvest, and in respect of 1,279,675,008 (one billion two hundred and seventy-nine million six and hundred seventy-five thousand eight) ordinary registered shares of PJSC RusHydro owned by LLC EZOP, with the Company being the mortgagee thereof.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 13: On determining the position of PJSC RusHydro (the representatives of PSC RusHydro) on the agenda item of the meeting of JSC Hydroinvest management entities: “On approval of the major transaction carried out by JSC Hydroinvest.”


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.


The draft resolution put to vote:

Instruct the representatives of PJSC RusHydro in the management entities of JSC Hydroinvest to vote “FOR” the adoption of the following resolution: “On approval of the major transaction carried out by JSC Hydroinvest”:

Approve the conclusion by JSC Hydroinvest of the PJSC RusHydro Shares Purchase Agreement (hereinafter – the Agreement) being a major transaction, on the following essential terms:

Parties to the Agreement:

Seller 1 – JSC Hydroinvest

Seller 2 – LLC EZOP

Buyer – VTB Bank (PJSC);

Subject of the Agreement:

Seller 1 expropriates in the Buyer’s favour 13,720,324,992 (thirteen billion seven hundred and twenty million three hundred and twenty-four thousand nine hundred and ninety-two) ordinary registered shares of PJSC RusHydro.

Seller 2 expropriates in the Buyer’s favour 1,279,675,008 (one billion two hundred and seventy-nine million six hundred and seventy-five thousand eight) ordinary registered shares of PJSC RusHydro.

Price of the Agreement:

Price of 13,720,324,992 (thirteen billion seven hundred and twenty million three hundred and twenty-four thousand nine hundred and ninety-two) ordinary registered shares expropriated by JSC Hydroinvest shall be determined on the basis of the cost of expropriation of one (1) share of PJSC RusHydro equal to 1 (one) ruble and is 13,720,324,992 (thirteen billion seven hundred and twenty million three hundred and twenty-four thousand nine hundred and ninety-two) rubles.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 5: On the Company's priority activities:

5.1. On the Cost Optimization Activities Plan based on the results of the independent external audit of the Company's costs, taking into account its subsidiaries.


Heard: Member of the Management Board, First Deputy General Director S.A. Kirov.

Speakers: S.N. Ivanov, V.M. Kravchenko, P.S. Grachyov, N.R. Podguzov, M.S. Bystrov, N.G. Shulginov.


In view of comments and proposals of the Members of the Company's Board of Directors announced in the course of discussion


The draft resolution put to vote:

1. Approve the Cost Optimization Activities Plan on the basis of results of the independent external audit of the Company's costs, taking into account its subsidiaries (hereinafter — the Plan) in accordance with Annex 3 hereto.

2. Chairman of the Management Board — General Director of PJSC RusHydro N.G. Shulginov within a month to ensure providing rectifications to the Plan to the Members of the Board of Directors in terms of specifying the duration of activities and effects of their implementation by years.

3. Chairman of the Management Board — General Director of PJSC RusHydro N.G. Shulginov to ensure making business plan of the Company and business plans of the Company's subsidiaries for 2017-2021, subject to the implementation of the activities outlined in the Plan.


Voting results:

“For” — 8 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, Yu.P. Trutnev, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 1: On approval of the report on implementation of the Innovation Development Program of PJSC RusHydro for 2011-2015 with an outlook until 2021 for 2015.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.

Speaker: S.N. Ivanov.


The draft resolution put to vote:

Approve the report on implementation of the Innovation Development Program of PJSC RusHydro for 2011-2015 with an outlook until 2021 for 2015 according to Annex 4 to the resolution.


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 2: On approval of the Innovation Development Program of RusHydro Group for 2016 - 2020 with an outlook until 2025.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.

Speaker: S.N. Ivanov.


The draft resolution put to vote:

Approve the Innovation Development Program of RusHydro Group for 2016 – 2020 with an outlook until 2025 according to Annex 5 to this resolution.


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

The resolution has been adopted.


Item 3: On the implementation of the Long-Term Development Program of RusHydro Group for the 1st half of 2016.


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.

Speakers: S.N. Ivanov, N.G. Shulginov, M.S. Bystrov.


The draft resolution put to vote:

Take note of the information on the implementation of the Long-Term Development Program of RusHydro Group for the 1st half of 2016 according to Annex 6 to this resolution.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

The resolution has been adopted.


Item 4: On approval of the Long-Term Development Program of RusHydro Group for 2016 - 2020


Heard: Member of the Board, First Deputy General Director D.I. Rizhinashvili.

Speakers: S.N. Ivanov, N.G. Shulginov, P.S. Grachyov.


The draft resolution put to vote:

Approve the Long-Term Development Program of RusHydro Group for 2016 - 2020 according to Annex 7 to this resolution.


Voting results:

“For” — 9 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 3 (A.D. Avetisyan, V.M. Kravchenko, V.V. Pivovarov).

The resolution has been adopted.



*When counting voting results written opinions of the members of the Board of Directors who were not able to attend the Meeting in-person were taken into account. In case of modification of the draft resolution in the course of discussion, the written opinion was not taken into account in the relevant part.

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