Minutes of 01.09.2017 №257

MINUTES No. 257

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 30, 2017, 11:00 a.m.

(Moscow time).

Date of drawing up the Minutes:

September 01, 2017

Form of the Meeting:

joint attendance.

Place of counting the votes:

1st floor, Yenisey Hall, 7 Malaya Dmitrovka Street, Moscow, Russia

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors

who participated in the voting:

M.S. Bystrov,

P.S. Grachev,

S.N. Ivanov,

V.M. Kravchenko,

N.R. Podguzov,

N.D. Rogalev,

Yu.P. Trutnev,

A.O. Chekunkov,

S.V. Shishin,

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, the members of the Board of Directors: M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, N.D. Rogalev, S.V. Shishin,N.G. Shulginov.


Members of the Board of Directors of PJSC RusHydro N.R. Podguzov and A.O. Chekunkov have submitted their written opinions.[1]


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.


Invitees: D.A. Belyaev, A.V. Kazachenkov, S.A. Kirov, S.S. Koptyakov, G.I. Rizhinashvili, V.A. Solovyev, V.V. Khmarin, Ye.A. Shchegoleva.


Corporate Secretary of PJSC RusHydro: N.G. Kovaleva.


Speaker on items of the agenda: Member of the Management Board, First Deputy Director General G.I. Rizhinashvili.


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


AGENDA OF THE MEETING:


  1. On the Company’s priority activities: On the project related to construction of Taishet Aluminium Plant.
  2. On the Company’s priority activities: On the progress in fulfilment of certain instructions of the President of the Russian Federation and the Government of the Russian Federation on refinancing of loan debts of the group of PJSC RAO Energy Systems of the East.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On the Company’s priority activities: On the project related to construction of Taishet Aluminium Plant.

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

Speakers: N.D. Rogalev, M.S. Bystrov, V.M. Kravchenko, P.S. Grachev, S.N. Ivanov, V.A. Solovyev, N.G. Shulginov, Yu.P. Trutnev


The draft resolution put to vote:

1. To approve the preliminary results of works related to structuring the project of participation of PJSC RusHydro in the construction of Taishet Aluminium Plant (hereinafter referred to as ‘TaAZ’), taking into account simultaneous compliance with the following conditions:

1.1. credit institutions’ confirmation of possibility of project financing for implementation of the project without guarantee of PJSC RusHydro and/or companies being part of RusHydro Group companies as part of guaranteeing;

1.2. confirmation resulting from independent technology and price audit and independent market assessment of the cost of the share equal to 50 per cent in the project ‘TaAZ’ (no more than USD 388,000,000);

1.3. United Company RUSAL’s confirmation of possibility of taking the share equal to 42.75% of shares in OJSC Irkutsk Electric Grid Company owned by PJSC RusHydro counting it as payment of the share in the project ‘TaAZ’ at their book value;

1.4. United Company RUSAL’s confirmation of PJSC RusHydro’s possibility of paying the part of value of the share in the project ‘TaAZ’ (no less than USD 150,000,000) by cash flows of ‘TaAZ’ after the project begins to manufacture the final products (the debt in the amount equal to the debt of PJSC RusHydro for payment of share in the project shall be reflected in the balance sheet of the joint company established for implementation of the project ‘TaAZ’ provided that the amount of net assets of the project company exceeds the amount of its authorized capital);

1.5. United Company RUSAL’s confirmation of possibility of granting the free-of-charge instalment plan for payment of outstanding part of the value of the share in the project (after completion of Clauses 1.3 and 1.4 of this Resolution) for a period of at least 3 years after the plant reaches its designed capacity;

1.6. United Company RUSAL’s provision of guarantees meeting the requirements of PJSC RusHydro for financing additional capital expenditures for the project ‘TaAZ’ (in the event of change of the cost of completion of the project by more than 15% over the investments amount agreed upon by the parties and confirmed by the independent technology and price audit) without increase of the share of United Company RUSAL in the project ‘TaAZ’ and also without imposing additional burden on ‘TaAZ’ by United Company RUSAL due to the loan;

1.7. full annulment (i.e. dissolution of the respective agreement) of the agreement of guarantee provided by PJSC RusHydro for 100% of obligations of PJSC Boguchanskaya HPP on the loan provided by Vnesheconombank.

2. To instruct the Management Board of PJSC RusHydro to continue the work on harmonization of optimal terms and conditions of the transaction taking into account Clause 1 of this Resolution, with development of draft binding legal documents and obtaining the comprehensive report of the Company’s auditor on minimizing the impact of raised project financing on the balance sheet of RusHydro Group. The material terms of participation of PJSC RusHydro in the project related to construction of the Taishet Aluminium Plant shall be submitted for approval by the Board of Directors in three months.


Results of voting:

‘In favour’ — 8 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, N.D. Rogalev, S.V. Shishin, N.G. Shulginov, Yu.P. Trutnev).

‘Against’ — 0.

‘Abstained’ — 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 simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.


Item 2: On the Company’s priority activities: On the progress in fulfilment of certain instructions of the President of the Russian Federation and the Government of the Russian Federation on refinancing of loan debts of the group of PJSC RAO Energy Systems of the East.

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

Speakers: N.D. Rogalev, M.S. Bystrov, A.V. Kazachenkov, Yu.P. Trutnev


The draft resolution put to vote:

1. To take into account the information about the progress of activities aimed at raising monetary funds for repaying banking loans and other loans of the companies included in the holding RAO Energy Systems of the East (Annex 1 to the Minutes) and to note the positive financial and economic effect of implementation of the mechanism of refinancing the indebtness of the holding RAO Energy Systems of the East.

2. To instruct the Management Board of PJSC RusHydro to continue the work aimed at completing activities related to refinancing the indebtness of the holding RAO Energy Systems of the East.


Results of voting:

‘In favour’ — 8 (M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, N.D. Rogalev, S.V. Shishin, N.G. Shulginov, Yu.P. Trutnev).

‘Against’ — 0.

‘Abstained’ — 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 simple majority of votes of the members of the Board of Directors attending the meeting.


The resolution has been adopted.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva



[1] The written opinions of these members of the Board of Directors were not taken into account in the course of counting the votes on the items of the agenda in connection with change of draft resolutions during the meeting.

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