Minutes of 07.04.2017 №250

MINUTES No. 250

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 05, 2017, 6:00 p.m.

(Moscow time).

Date of drawing up the Minutes:

April 07, 2017

Form of meeting:

absentee voting

Place of counting the votes:

7, Malaya Dmitrovka, 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.

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.


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 proposals of the Company’s shareholders to nominate candidates for election to the governing and inspecting bodies of PJSC RusHydro
  2. On consideration of proposals of the Company’s shareholders regarding the inclusion of items on the agenda of the Annual General Meeting of Shareholders of PJSC RusHydro.
  3. On the progress of development and implementation of import substitution plans.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On consideration of proposals of the Company’s shareholders to nominate candidates for election to the governing and inspecting bodies of PJSC RusHydro


Resolution:

1. To add the following persons to the list of candidates for voting at the Annual General Meeting of the Company’s Shareholders following the results of 2016 for the election to the Board of Directors: of the Company:


No.

A candidate proposed by shareholder (s) to be included in the list for election to the Company's Board of Directors

A position, place of work of the candidate[1] proposed by shareholder (s) to be included in the list for election to the Company's Board of Directors

Name of shareholder (s) who has(ve) proposed a candidate to be included in the list for election to the Board of Directors of the Company

The number of voting shares of the Company owned by the shareholder[2]

(s)

(percentage rate)

1.

Avetisyan Artem Davidovich

“New Business” Department Director of independent non-profit organization “Agency for Strategic Initiatives for promotion of new projects"

Russian Federation represented by Federal Agency for State Property Management

60, 6 per cent

2.

Shulginov Nikolay Grigoryevich

Chairman of the Board - general director of a public joint-stock company "Federal Hydro-Generating Company-RusHydro"

3.

Bystrov Maksim Sergeyevich

Chairman of the Board of the Association “Non-Profit Partnership Market Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market"

4.

Kravchenko Vyacheslav Mikhaylovich

Deputy Minister of Energy of the Russian Federation

5.

Grachyov Pavel Sergeevych

President of the Public Joint Stock Company Polyus

6.

Trutnev Yury Petrovich

Deputy Chairman of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District

7.

Ivanov Sergey Nikolayevich

President of the Limited Liability Company “RT-Kapital”

8.

Pivovarov Vyacheslav Viktorovich

President of the Limited Liability Company ‘Altera Capital’

9.

Podguzov

Nikolay Radievych

Deputy Minister of Economic Development of the Russian Federation.

10.

Chekunkov Alexey Olegovich

Director General of Joint Stock Company Far East and Baikal Region Development Fund

11.

Shishin Sergey Vladimirovich

Senior vice-president of the VTB Bank (Public Joint-Stock Company);

12.

Rogalev Nikolay Dmitrievych

Rector of the Federal State Educational Institution of Higher Professional Education “National Research University” MEI “ (Moscow Energy Institute)

13.

Shishkin Andrey Nikolayevich

Vice-President for Energy, Localization and Innovations of OJSC “NK” Rosneft”

Gazprombank (Joint Stock Company)

4.6%

2. To add the following persons to the list of candidates for voting at the Annual General Meeting of the Company’s Shareholders following the results of 2016 for the election to the Audit Commission of the Company:


No.

A candidate proposed by shareholder (s) to be included in the list for election to the Company's Audit Commission

A position, place of work of the candidate[3] proposed by shareholder (s) to be included in the list for election to the Company's Audit Commission

Name of shareholder (s) who has(ve) proposed a candidate to be included in the list for election to the Company's Audit Commission

The number of voting shares of the Company owned by the shareholder[4] (s)

(percentage rate)

1.

Annikova Natalia Nikolaevna

First Deputy Director General of Open Joint Stock Company Construction Department No 308

Russian Federation represented by Federal Agency for State Property Management

60, 6 per cent

2.

Zobkova Tatyana Valentinovna

Head of the Department of the Minenergo of Russia

3.

Repin Igor Nikolaevich

Deputy Executive Director of the Association for Investors Rights Protection

4.

Kostina Marina Alexandrovna

Deputy Director of Department of Ministry of Economic Development and Trade of the Russian Federation

5.

Simochkin Dmitry Igorevich

Deputy chief of Federal Property Management Agency Management department


Results of voting:

‘In favor’ – 11 (M.S. Bystrov, P.S. Grachyov,, 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)

Against — 0

‘Abstained’ — 1 (A.D. Avetisyan).

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 consideration of proposals of the Company’s shareholders regarding the inclusion of items on the agenda of the Annual General Meeting of Shareholders of PJSC RusHydro.


Resolution:

To accept a proposal of the Company’s shareholder - the Russian Federation represented by the Federal Agency for State Property Management, which owns 60. 6 %of the voting shares of the Company[5], regarding the inclusion of the following issues on the agenda of the Annual General Meeting of Shareholders following the results of 2016:


No.

The definition of an issue proposed by the shareholder

The definition of an issue proposed by the shareholder

1.

The approval of the Company's Annual Report.

Not provided

2.

The approval of the Company's Annual Financial Statements.

Not provided

3.

Approval of the Company’s profit distribution based on the results of 2016.

Not provided

4.

On the amount of dividends, terms and form of payment according to the results of activity for 2016 and establishment of the date on which the persons entitled to receive dividends shall be defined.

Not provided

5.

On payment of remuneration to the Board members, who are not public servants, for their activity in the amount established by the Company's internal documents.

Not provided

6.

On payment of remuneration for work as a part of the Auditing Commission of the Company to the members of the Auditing Commission of the Company who are not public officials, in the amount established by internal documents of the Company.

the amount established by the internal documents of the Company.

Not provided

7.

Election of members of the Company's Board of Directors.

Not provided

8.

Election of members of the Company's Audit Commission.

Not provided

9.

Approval of the Company's Auditor.

Not provided


Results of voting:

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

Against — 0

“Abstained" — 0.

In accordance with Clause 15.6. of Article 15 of the Articles of Association of PJSC ‘RusHydro’ the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.


Item 3: On the progress of development and implementation of import substitution plans.


Resolution:

1. To make the following amendments to the Regulation On procurement of products for the needs of PJSC RusHydro, approved by the resolution of the Board of Directors of the Company of June 23, 2016 (Minutes No. 239), (with amendments and additions approved by the resolutions of the Board of Directors of the Company (Minutes of August 11, 2016, No. 240, of October 10, 2016 No. 242, of November 14, 2016, No. 243, of November 27, 2016, No. 246)) (hereinafter referred to as ‘the Regulation’):

1.1 To insert to paragraph 3.5 of the Regulation "Preferences" by the following sub paragraph 3.5.8:

"3.5.8. Procurement of equipment that currently has no counterparts in the Russian Federation may be effected by concluding long-term contracts with a Russian supplier for guaranteed amounts of supplies of the equipment in future periods, in presence of the special investment contracts executed under the established procedure for the development of production of this product in the Russian Federation or in presence of a conclusion of the Ministry of Industry and Trade of Russia about the absence in the Russian Federation of the production of counterparts of this product in the case of arranging its production in the territory of the Russian Federation without conclusion of a special investment contract.

When forming procurement documents when defining the criteria for classifying products to the industrial products produced in the territory of the Russian Federation, it is necessary to be guided by the provisions of Resolution of the Government of the Russian Federation No. 719 as of July 17, 2015 "On the criteria for classifying industrial products that have no counterparts produced in the Russian Federation".

2. Chairman of the Board - General Director of the Company N.G. Shulginov shall ensure:

2.1. revision of corporate plans for import substitution taking into account methodological recommendations approved in accordance with paragraph 2 of Section III of the Minutes of meeting of the subcommission on civil economy sectors of the Governmental Commission on Import Substitution No 1 of 25.03.2016 no later than 60 calendar days from the date of adoption of this resolution;

2.2. analysis of the current procurement policy of the Company and standard documents on procurement activities of subsidiary companies, the share of the Company in the authorized capital of which is more than 50% (hereinafter referred to as "SC") in order to identify qualification requirements and criteria restricting participation in the procurement procedures of the Company and SCs of Russian producers of goods, technologies and services with offers of innovative and (or) import-substituting equipment and technologies, including their pilot and industrial designs having a single experience of application (industrial operation) of the equipment and services not later than 30 calendar days from the date of adoption of this resolution;

2.3. taking into account the results of the analysis specified in paragraph 2.2. of this resolution, subject to mandatory non-application to the Company of additional discriminatory conditions (premiums) for the risk, within a period not later than 2 months from the date of adoption of this resolution, making amendments to the current procurement documents of the Company and SCs aimed at:

2.3.1. elimination of barriers to the procurement of the Company and SCs from Russian producers of goods, technologies and services of pilot and industrial designs of innovative and (or) import-substituting equipment and technologies, having a single experience of application of this equipment and services;

2.3.2. arranging application in the procurement procedures (including unpublished and closed procedures) of the information on suppliers and goods, technologies and services contained in the State information system for the industry, as well as arranging mandatory entry and quarterly updating the information of future needs in goods, technologies and services within the period till 2020 into the Automated information system "Technologies and projects of import substitution" as a database of potential suppliers and consumers of the goods, technologies and services.


Results of voting:

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

Against — 0

“Abstained" — 0.

In accordance with Clause 15.6. of Article 15 of the Articles of Association of PJSC ‘RusHydro’ the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.



[1] Position, place of work of the candidate at the moment of nomination according to the shareholders submission.

[2] The number of voting shares of the Company owned by the shareholder as of the date of nomination.

[3] Position, place of work of the candidate at the moment of nomination according to the shareholders submission.

[4] The number of voting shares of the Company owned by the shareholder as of the date of nomination.

[5] The number of voting shares of the Company owned by the shareholder as of the date of nomination (percentage rate):

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