Minutes of 11.08.2017 №255

MINUTES No. 255

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):

August 10, 2017, 6.00 p.m.

(Moscow time).

Date of drawing up the Minutes:

August 11, 2017

Form of meeting:

absentee voting

Place of counting the votes:

7 Malaya Dmitrovka, Moscow.

Number of elected members of the Board of Directors:

13 persons

Voting members of the Board of Directors:

P.S. Grachyov,

S.N. Ivanov,

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 election of the Chairperson of the Board of Directors of the Company.

2. On election of the Deputy Chairperson of the Board of Directors of the Company

3. On formation of the committees under the Board of Directors of the Company.

3.1. On formation of the Committee for Development of the Far Eastern Energy Sector at the Company’s Board of Directors.

3.2 On formation of the Strategy Committee under the Board of Directors of the Company.

3.3. On formation of the Audit Committee under the Board of Directors of the Company.

3.4. On formation of the Nominations and Compensations Committee under the Board of Directors of the Company.

3.5. On formation of the Investments Committee under the Board of Directors of the Company.

3.6 On formation of the Committee on Reliability, Energy Efficiency and Innovations under the Board of Directors of the Company.

4. On determination of the Company’s priority areas of activity.

4.1. On implementation of the investment project “Leningradskaya PSHPP”.

4.2. On the conclusion of agreements on gratuitous target contributions to the budgets of the subjects of the Far Eastern Federal District pursuant to Article 32 of Federal Law No. 35-FZ of March 26, 2003 On Electric Power and in order to ensure the functioning of the mechanism for bringing prices (tariffs) for electricity (capacity) to basic levels.

CONFIDENTLY.

4.3.

5. On determination of the position of the Company (representatives of the Company) on the agenda items of the meetings of the subsidiaries’ management bodies:

5.1. On determination of the position of the Company (representatives of the Company) on the agenda item of the General Meeting of Shareholders of JSC Yakutskaya SDPP-2: “On consent to conclusion of the major transaction — conclusion of the Supplementary Agreement to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 by JSC Yakutskaya SDPP-2.


RESULTS OF THE VOTING ON AGENDA ITEMS:


Item 1: On election of the Chairperson of the Board of Directors of the Company.

Resolution:

To elect Yury Petrovich Trutnev as Chairperson of the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 2:
On election of the Deputy Chairperson of the Board of Directors of the Company

Resolution:

To elect Sergey Nikolayevich Ivanov as Deputy Chairperson of the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 formation of the committees under the Board of Directors of the Company.

Item 3.1: On formation of the Committee for Development of the Far Eastern Energy Sector at the Company’s Board of Directors.

Resolution:

1. To elect the following persons to the Committee for Development of the Far Eastern Energy Sector at the Company’s Board of Directors:

1.

Yury Petrovich Trutnev

Deputy Chairperson of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District, member of Board directors of PJSC RusHydro

2.

Igor Anatolyevich Zadvornov

Head of the Office of Deputy Chairperson of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District Yu.P. Trutnev

3.

Aleksey Olegovich Chekunkov

Member of the Board of Directors of PJSC RusHydro, General Director of JSC Far East and Baikal Region Development Fund

4.

Pavel Sergeyevich Grachyov

Member of the Board of Directors of PJSC RusHydro, General Director of PJSC Polyus

5.

Vyacheslav Mikhaylovich Kravchenko

Member of the Board of Directors of PJSC RusHydro, Deputy Minister of Energy of the Russian Federation

6.

Vladimir Vladimirovich Tupikin

Deputy Chairperson of the Management Board of Association “NP Market Council”

7.

Aleksey Valeryevich Molskiy

Deputy Chairperson of the Management Board of

PJSC “Federal Grid Company of Unified Energy System of Russia”

8.

Sergey Valeryevich Kachayev

Deputy Minister for Development of the Far East

9.

Denis Viktorovich Pilenieks

Deputy Director for Management of UES Development at JSC SO UES

10.

Mikhail Aleksandrovich Kolesnikov

Vice President, Chairperson of the Electric Power Committee, OPORA RUSSIA

11.

Denis Sergeyevich Konstantinov

Secretary of the Department for

the State Regulation of Tariffs, Infrastructure Reforms and Energy Efficiency of the Ministry of Economic Development of the Russian Federation

12.

Andrey Valentinovich Kazachenkov

Member of the Management Board, First Deputy Director General of PJSC RusHydro

13.

Sergey Nikolayevich Tolstoguzov

Deputy Director General of PJSC RusHydro — Director of the Far East Division

2. To elect Yury Petrovich Trutnev as Chairperson of the Far East Energy Development Committee under the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 3.2:
On formation of the Strategy Committee under the Board of Directors of the Company.

Resolution:

1. To elect the following persons to the Strategy Committee of the Board of Directors of PJSC RusHydro:


1. Igor Anatolyevich ZadvornovHead of the Office of Deputy Chairperson of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District Yu.P. Trutnev
2.Pavel Sergeyevich GrachyovMember of the Board of Directors of PJSC RusHydro, General Director of PJSC Polyus
3. Nikolay Dmitriyevich RogalyovMember of the Board of Directors of PJSC RusHydro, Rector of FGBOU VPO NRU MPEI
4. Sergey Vladimirovich ShishinMember of the Board of Directors of PJSC RusHydro, Senior Vice President of VTB Bank (PJSC)

5.

Nikolay Grigoryevich Shulginov

Member of the Board of Directors of PJSC RusHydro, Chairperson of the Management Board — Director General of PJSC RusHydro

6.

Vyacheslav Viktorovich Pivovarov

Member of the Board of Directors of PJSC RusHydro, President of Altera Capital LLC

7.

Andrey Vladimirovich Gabov

Acting Deputy Director of the Department for the State Regulation of Tariffs, Infrastructure Reforms and Energy Efficiency of the Ministry of Economic Development of the Russian Federation

8.

Yevgeny Mikhaylovich Stolyarov

Head of the Department of Property Relations and Privatization of Major Enterprises of the Federal Agency for State Property Management

9.

Pavel Nikolayevich Snikkars

Director, Electric Power Industry Development Department, Ministry of Energy of Russia

10.

Aleksandr Yevgenyevich Bogashov

Deputy Director of the Department of Corporate Governance, Pricing Environment and Audit in the Energy Industry, Ministry of Energy of Russia

11.

Boris Arkadyevich Livshits

Deputy Head of the Competitive Pricing Development Department of the Association "NP Market Council"

12.

Vasily Vladislavovich Nikonov

Director of the Energy Department of PJSC Oil Company Rosneft

13.

George Ilyich Rizhinashvili

Member of the Management Board, First Deputy Director General of PJSC RusHydro

2. To elect Igor Anatolyevich Zadvornov as Chairperson of the Strategy Committee under the Board of Directors of the Company.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 3.3:
On formation of the Audit Committee under the Board of Directors of the Company.

Resolution:

1. To elect the following persons to the Audit Committee of the Board of Directors of PJSC RusHydro:

1.

Maksim Sergeyevich Bystrov

Member of the Board of Directors of PJSC RusHydro,

Chairperson of the Management Board of Association “NP Market Council”

2.

Sergey Nikolayevich Ivanov

Member of the Board of Directors of PJSC RusHydro, Director General, Member of the Board of Directors of RT-Capital LLC

3.

Vyacheslav Viktorovich Pivovarov

Member of the Board of Directors of PJSC RusHydro,

President of Altera Capital LLC

2. To elect Sergey Nikolayevich Ivanov as Chairperson of the Audit Committee under the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 3.4:
On formation of the Nominations and Compensations Committee under the Board of Directors of the Company.

Resolution:

1. To elect the following persons to the Nominations and Compensations Committee under the Board of Directors of PJSC RusHydro:

1.

Maksim Sergeyevich Bystrov

Member of the Board of Directors of PJSC RusHydro,

Chairperson of the Management Board of Association “NP Market Council”

2.

Sergey Nikolayevich Ivanov

Member of the Board of Directors of PJSC RusHydro,

Director General, Member of the Board of Directors of RT-Capital LLC

3.

Vyacheslav Viktorovich Pivovarov

Member of the Board of Directors of PJSC RusHydro, President of Altera Capital LLC

2. To elect Vyacheslav Viktorovich Pivovarov as Chairperson of the Nominations and Compensations Committee under the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 3.5:
On formation of the Investments Committee under the Board of Directors of the Company.

Resolution:

1. To determine the quantitative composition of the Investments Committee under the Board of Directors – 12 persons.

2. To elect the following persons to the Investments Committee under the Board of Directors of PJSC RusHydro:

1.

Maksim Sergeyevich Bystrov

Member of the Board of Directors of PJSC RusHydro,

Chairperson of the Management Board of Association “NP Market Council”

2.

Sergey Nikolayevich Ivanov

Member of the Board of Directors of PJSC RusHydro,

Director General, Member of the Board of Directors of RT-Capital LLC

3.

Vyacheslav Viktorovich Pivovarov

Member of the Board of Directors of PJSC RusHydro,

President of Altera Capital LLC

4.

Nikolay Dmitriyevich Rogalyov

Member of the Board of Directors of PJSC RusHydro,

Rector of FGBOU VPO “NRU MPEI”

5.

Aleksey Olegovich Chekunkov

Member of the Board of Directors of PJSC RusHydro,

Director General of JSC Far East and Baikal Region Development Fund

6.

Andrey Vladimirovich Gabov

Acting Deputy Director of the Department for the State Regulation of Tariffs, Infrastructure Reforms and Energy Efficiency of the Ministry of Economic Development of the Russian Federation

7.

Sergey Igorevich Zhuravlyov

Vice President for work with government agencies Management Company Polyus LLC

8.

Denis Vladimirovich Milyutin

Head of the Department for Control over Costs for Energy Resources of the Energy Department of PJSC Oil Company Rosneft

9.

Pavel Nikolayevich Snikkars

Director, Electric Power Industry Development Department, Ministry of Energy of Russia

10. Andrey Valentinovich Kazachenkov Member of the Management Board, First Deputy Director General of PJSC RusHydro
11. Sergey Anatolyevich Kirov Member of the Management Board, First Deputy Director General of PJSC RusHydro

12.

Viktor Viktorovich Khmarin

Deputy Director General of PJSC RusHydro for Economy, Investment and Procurement

3. To elect Maksim Sergeyevich Bystrov as Chairperson of the Investments Committee under the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 3.6:
On formation of the Committee on Reliability, Energy Efficiency and Innovations under the Board of Directors of the Company.

Resolution:

1. To determine the quantitative composition of the Committee on Reliability, Energy Efficiency and Innovations under the Board of Directors – 12 persons.

2. To elect the following persons to the Committee on Reliability, Energy Efficiency and Innovations under the Board of Directors of the Company:

1.

Nikolay Dmitriyevich Rogalyov

Member of the Board of Directors of PJSC RusHydro,

Rector of FGBOU VPO “NRU MPEI”

2.

Aleksey Olegovich Chekunkov

Member of the Board of Directors of PJSC RusHydro,

Director General of JSC Far East and Baikal Region Development Fund

3.

Vyacheslav Mikhaylovich Kravchenko

Member of the Board of Directors of PJSC RusHydro,

Deputy Minister of Energy

of the Russian Federation

4.

Elena Vladimirovna Belchenko

Temporary Acting Director of the Department for Interaction with Natural Monopolies of Management Company Polyus LLC

5.

Yury Mikhaylovich Vishnevsky

Deputy Director for Management of UES Regimes at JSC SO UES

6.

Roman Yevgenyevich Gromov

Head of the Prospective Development Department of Association “NP Market Council”

7.

Boris Borisovich Bogush

Member of the Management Board, First Deputy Director General — Chief Engineer of PJSC RusHydro

8.

George Ilyich Rizhinashvili

Member of the Management Board, First Deputy Director General of PJSC RusHydro

9.

Sergey Nikolayevich Tolstoguzov

Deputy Director General of PJSC RusHydro — Director of the Far East Division

10.

Kirill Yevgenyevich Frolov

Deputy Director General of PJSC RusHydro for Research and Project Activities

11.

Nikolay Igorevich Karpukhin

Deputy Director General of PJSC RusHydro for Capital Construction

12.

Mikhail Petrovich Fedorov

President of the Peter the Great St.Petersburg Polytechnic University, Chairperson of the Scientific and Technical Council Bureau of PJSC RusHydro

3. To elect Nikolay Dmitriyevich Rogalyov as Chairperson of the Committee on Reliability, Energy Efficiency and Innovations under the Board of Directors of PJSC RusHydro.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 4:
On determination of the Company’s priority areas of activity.

Item 4.1: On implementation of the investment project “Leningradskaya PSHPP”.

Resolution:

1. To take into account the information on implementation of the investment project “Leningradskaya PSHPP” (Annex No. 1 to the Minutes).

2. Due to the lack of market mechanisms to ensure economic efficiency and return on investments in implementation of the PSHPP construction projects, to refuse from the further implementation of the investment project “Leningradskaya PSHPP”.

3. To instruct Chairperson of the Management Board — Director General of the Company N.G. Shulginov to ensure:

  • development of the project related to liquidation of the Leningradskaya PSHPP facilities, and actions for restoration of land and forest plots within the construction sites of the Leningradskaya PSHPP facilities;
  • Performance of the works related to liquidation of the Leningradskaya PSHPP facilities;
  • financing of the costs associated with liquidation of the Leningradskaya PSHPP facilities.

Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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 4.2:
On the conclusion of agreements on gratuitous target contributions to the budgets of the subjects of the Far Eastern Federal District pursuant to Article 32 of Federal Law No. 35-FZ of March 26, 2003 On Electric Power and in order to ensure the functioning of the mechanism for bringing prices (tariffs) for electricity (capacity) to basic levels.

Resolution:

Pursuant to Article 32 of Federal Law No. 35-FZ of March 26, 2003 On Electric Power (hereinafter referred to as “Federal Law On Electric Power”) and for the purposes of ensuring functioning of the mechanism for bringing prices (tariffs) for electricity (capacity) to basic levels, to approve the Company’s conclusion of major transactions related to gratuitous transfer of the Company’s property – conclusion of agreements (contracts) on gratuitous target contributions on the following material terms.

Parties to the Agreements:

Party 1 — PJSC RusHydro;

Party 2 — Kamchatka Territory;

Magadan Region;

Sakha Republic (Yakutia);

Sakhalin Region;

Chukotka Autonomous Region.

Subject of Agreements:

Transfer of the funds by Party 1 as gratuitous target contributions to the budget of Party 2 for the purpose of providing subsidies from the budget of Party 2 to the guaranteeing suppliers that sell electricity (capacity) to buyers in retail markets in the territory of Party 2 in the amount corresponding to their lost income due to bringing prices (tariffs) for electricity (power) to basic levels of prices (tariffs) for electricity (capacity).

Price of Agreements:

The amount of gratuitous target contributions shall be established by the Government of the Russian Federation in accordance with paragraph 1.1 of Article 32 of the Federal Law On Electric Power.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstain" — 0.

In accordance with paragraph 15.3. 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.


CONFIDENTLY.

Item 4.3:

The resolution has been adopted.


Item 5:
On determination of the position of the Company (representatives of the Company) on the agenda items of the meetings of the subsidiaries’ management bodies:

Item 5.1: On determination of the position of the Company (representatives of the Company) on the agenda item of the General Meeting of Shareholders of JSC Yakutskaya SDPP-2: On consent to a major transaction — conclusion of Supplementary Agreement to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 by JSC Yakutskaya SDPP-2.

Resolution:

To instruct the representatives of the Company to vote in favour of adopting the following resolution at the General Meeting of the Shareholders of JSC Yakutskaya SDPP-2 on the issue: “On consent to a major transaction — conclusion of Supplementary Agreement to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 by JSC Yakutskaya SDPP-2:

“To give consent to the conclusion of the major transaction — conclusion of the Supplementary Agreement (hereinafter referred to as the “Supplementary Agreement”) to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 (hereinafter referred to as the “Agreement”), being a major transaction, the value of which exceeds 50 per cent of the book value of assets of JSC Yakutskaya SDPP-2, by JSC Yakutskaya SDPP-2 on the following material terms:

Parties to the Supplementary Agreement:

Customer — JSC Yakutskaya SDPP-2;

General Contractor — JSC TEK Mosenergo.

Subject of the Supplementary Agreement:

As regards amendments to the terms and conditions previously approved by the Extraordinary General Meeting of Shareholders of JSC Yakutskaya SDPP-2: increase in the price of the Agreement by RUB 3,126,239,380.00 (three billion one hundred and twenty-six million two hundred and thirty-nine thousand three hundred and eighty), including VAT (18%).

The limit price of the Agreement taking into account the Supplementary Agreement:

RUB 20,507,753,840.00 (twenty billion five hundred and seven million seven hundred and fifty-three thousand eight hundred and forty), including VAT (18%).

Term of the Supplementary Agreement:

The Supplementary Agreement shall enter into force upon its signing by the Parties.


Voting results:

“For” — 9 (P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov);

“Against" — 0.

“Abstain” — 1 (A.N. Shishkin).

In accordance with paragraph 15.6. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a majority (two thirds) of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok