Minutes of 04.04.2017 №249

MINUTES No. 249

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):

April 04, 2017, 11:00 a.m.

(Moscow time).

Date of drawing up the Minutes:

April 07, 2017

Form of meeting:

joint attendance.

Place of counting the votes:

7, Malaya Dmitrovka str., Moscow 1st floor, Enisey hall.

Number of elected members of the Board of Directors:

13 persons.

Member of the Board of Directors who took part in the vote:

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: A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov., N.G. Shulginov, A.O. Chekunkov

The members of the Board of Directors of PJSC RusHydro S.V. Shishin and A.N. Shishkin [1] have submitted written opinions.

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

Invited persons: A.V. Kazachenkov, S.A. Kirov, V.I. Markin, N.I. Karpukhin, S.N. Tolstoguzov, V.V. Khmarin, Ye.A. Shchegoleva, S.S. Koptyakov, A.Yu. Podgorny

Corporate Secretary of PJSC ‘RusHydro’ N.G. Kovaleva.

The speaker on the Items 1-2 of the agenda is Member of the Management Board, First Deputy General Director S.A. Kirov

The speaker on the Item 3 of the agenda is Deputy Chief Executive Officer for Capital Construction N.I. Karpukhin.

The speaker on the Item 4 of the agenda is Deputy Chief Executive Officer - Director of the Division ‘Far East’ S.N. Tolstoguzov.

The speaker on the Items 5 of the agenda is Member of the Management Board, First Deputy Chief Executive Officer V.I. Markin

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


AGENDA OF THE MEETING:

  1. On the draft of the consolidated investment program of the RusHydro Group for the years 2018 to 2022 and for 2017 (adjustment), and on the draft investment program of PJSC ‘RusHydro’ for the years 2018 to 2027 and for 2017 (adjustment).
  2. On approval of the list of investment projects for public technological and cost audit in 2017 - 2018.
  3. On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk GRES (thermal power plant) -2 (the 1st stage), the 2nd stage of Blagoveshchenskaya combined heat and power plant (CHPP), CHPP in Sovetskaya Gavan, Sakhalin GRES (thermal power plant) -2 (the 1st stage).
  4. On consideration of results of on-site inspections of the Ministry of Energy of Russia of the course of realization of investment projects ‘Construction of the 2nd stage of the Blagoveshchenskaya combined heat and power (CHP) plant’, ‘Construction of the combined heat and power (CHP) Plant in Sovetskaya Gavan town’, ‘Construction of Yakutskaya Hydroelectric Power Plant -2 (1st stage)’, Construction of Sakhalinskaya Hydroelectric Power Plant -2 (1st stage)’ and consideration of plans of actions on addressing the observations detected adopted by PJSC ‘RusHydro’ to ensure commissioning of facilities.
  5. On approval of the adjusted Charitable and Sponsorship Program of the Company for 2017.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On the draft of the consolidated investment program of the RusHydro Group for the years 2018 to 2022 and for 2017 (adjustment), and on the draft investment program of PJSC ‘RusHydro’ for the years 2018 to 2027 and for 2017 (adjustment).

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

Speakers: A.D. Avetisyan, Yu.P.Trutnev, N.D. Rogalyov, P.S. Grachyov, M.S. Bystrov, V.V. Pivovarov, N.R. Podguzov, V.M. Kravchenko


The draft of resolution put to vote:

1. To take note of the draft consolidated investment program of the RusHydro Group for the years 2018– to 2022 and for 2017 (adjustment) (Annexes 1a, 1b, 1c to this resolution) and the sources of their financing (Annex 2 to this resolution).

2. To approve preliminary the draft of the investment program of PJSC ‘RusHydro’ for the years 2018 to 2027 and the draft amendments to the investment program of PJSC ‘RusHydro’ for the years 2017 to 2019, approved by Order No. 1458 of the Ministry of Energy of the Russian Federation as of December 30, 2016 ‘On approving the investment program of PJSC RusHydro for the years 2017 to 2019 and amendments made to the investment program of PJSC ‘RusHydro’ approved by Order No. 956 of the Ministry of Energy of Russia as of December 14, 2015” (Annexes 3.1., 3.2., 3.3., 4 to this resolution) in order to ensure information disclosure in accordance with the Regulations of the Government of the Russian Federation as of January 21, 2004, No. 24 “On Approval of Standards for Disclosure of Information by the Subjects of the Wholesale and Retail Electricity Markets".

3. To instruct Chairman of the Management Board -– Chief Executive Officer of PJSC ‘RusHydro’ N.G. Shulginov:

3.1. To ensure sending approved draft investment program of PJSC RusHydro for the years 2018 to 2027 and the draft amendments to the investment program of PJSC ‘RusHydro’ for the years 2017 to 2019, approved by Order No. 1458 of the Ministry of Energy of Russia as of December 30, 2016 “On approving the investment program of PJSC ‘RusHydro’ for the years 2017 to 2019 and amendments made to the investment program of PJSC ‘RusHydro’” approved by Order No 956 of the Ministry of Energy of Russia as of December 14, 2015” to the Ministry of Energy in the manner established by the Resolution of the Government of the Russian Federation as of December 01, 2009, No. 977 “On Investment Programs of Electric Power Engineering Entities”.t

3.2. To take into account when adjusting the business plan of PJSC RusHydro for the years 2017 to 2021, subject to inclusion of costs for the non-deliverable forward transaction for shares with VTB Bank (PJSC), the parameters of the approved draft of the consolidated investment program of RusHydro Group for the years 2018 to 2022 and for 2017 (adjustment).


Results of voting:

“In favour” - 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, S.V. Shishin, A.N. Shishkin, N.G. Shulginov, A.O. Chekunkov).

“Against” — 1 (A.N. Shishkin).

“Abstain” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.


Item 2: On approval of the list of investment projects for public technological and cost audit in 2017 - 2018.

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

Speakers: S.N. Ivanov, V.M. Kravchenko


The draft of resolution put to vote:

To approve the list of investment projects, being implemented and planned to be implemented under PJSC RusHydro Investment Program for public process and price audit in 2017-2018 (Annex 5 to the Minutes).


Results of voting:

“In favour” - 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, S.V. Shishin, A.N. Shishkin, N.G. Shulginov, A.O. Chekunkov).

‘Against’ — 0

“Abstain” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.


Item 3: On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk GRES (thermal power plant) -2 (the 1st stage), the 2nd stage of Blagoveshchenskaya combined heat and power plant (CHPP), CHPP in Sovetskaya Gavan, Sakhalin GRES (thermal power plant) -2 (the 1st stage).

Heard: Deputy Chief Executive Officer on Capital Construction Karpukhin N.I.

Speakers: S.N. Ivanov, N.D. Rogalyov, V.M. Kravchenko, A.D. Avetisyan, V.V. Pivovarov, N.G. Shulginov, P.S. Grachyov.


The draft of resolution put to vote:

1. To take note of information about the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutsk Thermal Power Plant-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya Combined Heat and Power Plant, Combined Heat and Power Plant in Sovetskaya Gavan, Sakhalin Thermal Power Plant-2 (the 1st stage) as of December 31, 2016 (Appendix No. 6 to the Minutes).

2. The Management Board of the Company shall ensure timeliness of commissioning of facilities in the Far East (Yakutsk Thermal Power Plant-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya Combined Heat and Power Plant, Combined Heat and Power Plant in Sovetskaya Gavan, Sakhalin Thermal Power Plant-2 (the 1st stage) according to Capacity Commissioning Plan (Annex 7 to the Minutes).


Results of voting:

‘In favour’ – 11 ( A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. KravchenkoV.V. Pivovarov. N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, N.G. Shulginov, A.O. Chekunkov).

‘Against’ — 0

“Abstain” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.


Item 4: On consideration of results of on-site inspections of the Ministry of Energy of Russia of the course of realization of investment projects ‘Construction of the 2nd stage of the Blagoveshchenskaya combined heat and power (CHP) plant’, ‘Construction of the combined heat and power (CHP) Plant in Sovetskaya Gavan town’, ‘Construction of Yakutskaya Hydroelectric Power Plant -2 (1st stage)’, Construction of Sakhalinskaya Hydroelectric Power Plant -2 (1st stage)’ and consideration of plans of actions on addressing the observations detected adopted by PJSC ‘RusHydro’ to ensure commissioning of facilities.

Heard: Deputy Chief Executive Officer - Director of the Division ‘Far East’ S.N. Tolstoguzov.

Speakers: V.M. Kravchenko, S.N. Ivanov


The draft of resolution put to vote:

To take note the resultsof the on-site inspections results of Ministry of Energy of Russia regarding the progress of implementation of the investment project “Construction of the Blagoveshchenskaya Combined Heat and Power Plant (2nd stage)”, “Construction of the Combined Heat and Power Plant in Sovetskaya Gavan”, “Construction of Yakutskaya Thermal Power Plant-2 (1st stage)”, “Construction of Sakhalinskaya Thermal Power Plant-2 (1st stage)” and action plans on closure actions adopted by PJSC ‘RusHydro’ to ensure commissioning of facilities.


Results of voting:

‘In favour’ – 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. KravchenkoV.V. Pivovarov. N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, S.V. Shishin, N.G. Shulginov, A.O. Chekunkov).

“Against” — 1 (A.N. Shishkin).

“Abstain” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.


Item 5: On approval of the adjusted Charitable and Sponsorship Program of the Company for 2017.

Heard: Member of the Management Board, First Deputy Chief Executive Officer V.I. Markin.

Speaker: V.M. Kravchenko


The draft of resolution put to vote:

To approve the adjusted Charitable and Sponsorship Program of the Company for 2017 (Annex 8 to the Minutes).


Results of voting:

‘In favour’ – 12 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. KravchenkoV.V. Pivovarov. N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, S.V. Shishin, N.G. Shulginov, A.O. Chekunkov).

“Against” — 1 (A.N. Shishkin).

“Abstain” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.



[1] Written opinions on Item 3 of the agenda of the meeting of the Board of Directors in connection with the amendment of the draft of the decision on the abovementioned issue in the course of the meeting were not taken into account.

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