Minutes of 30.10.2017 №259

MINUTES № 259

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):

October 27, 2017, 11: 00 a.m.

(Moscow time).

Date of drawing up the Minutes:

October 30, 2017

Form of the meeting:

joint attendance.

Venue of counting the votes:

2 Krasnopresnenskaya nab. (building of the Government of the Russian Federation), 6th floor, of. 6-106 (entrance 20), Moscow.

Number of elected members of the Board of Directors:

13 persons.

The Members of the Board of Directors

who participated in the voting:

A.D. Avetisyan,

M.S. Bystrov,

P.S. Grachev,

S.N. Ivanov,

V.M. Kravchenko,

V.V. Pivovarov,

N.R. Podguzov,

N.D. Rogalev,

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 and by the members of the Board of Directors: A.D. Avetisyan, P. S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. D. Rogalyov, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).


Members of the Board of Directors of PJSC RusHydro M.S. Bystrov, N.R. Podguzov and S.V. Shishin have submitted their written opinions.


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.S. Ivanov,A.V. Kazachenkov, S.S. Koptyakov, M.L. Lafer, V.V. Rashevskiy, G.I. Rizhinashvili


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


Speaker on Items 1.1 and 1.2. of the agenda: Member of the Management Board, First Deputy General Director G.I. Rizhinashvili.


Speaker on the agenda items 1.3, 1.4, 2 of the Agenda: Member of the Board, First Deputy General Director A.V. Kazachenkov.


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:

1.1. On consideration of RusHydro Group’s Cost Increase Plan for the period up to 2021.

1.2. On joining of the Company to UN Global Compact and preparation to joining to the Association ‘Global Compact Local Network’

1.3. On providing financing the activities for technological connection of the overhead power line with a voltage of 220 kV ‘Orotukan - Palatka - Central’

1.4 On providing financing for the project ‘Construction of two single-chain overhead power lines with a voltage of 100 kV ‘Pevek - Bilibino’.

2. On approval of the new version of Charitable and Sponsorship Program of the Company for 2017.


RESULTS OF THE VOTING ON AGENDA ITEMS:


Item 1: On the Company’s priority activities:


Item 1.1.:
On consideration of RusHydro Group’s Cost Increase Plan for the period up to 2021.

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

Speakers: A.D. Avetisyan, V.M. Kravchenko, V.V. Pivovarov, N.G. Shulginov, V.V. Rashevskiy, Yu.P. Trutnev).


The draft of resolution put to vote:

1. To approve RusHydro Group’s Cost Increase Plan for the period up to 2021 (Appendix 1 to the Minutes).

2. The Management Board of the Company shall draft the necessary addresses to the Government of the Russian Federation for the purpose of organization of actions to contribute to implementation of RusHydro Group’s Cost Increase Plan for the period up to 2021 as well as the drafts of the normative legal acts aimed at introduction of long-term tariffs and the mechanism of guaranteed repayment of investments.


Results of voting:

“In favour” - 12 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0.

‘Abstained’ — 1 (N.R. Podguzov).

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.


In addition to this, in frames to of the discussion of the issue, the Chairman of the Board of Directors, Trutnev Yu.P. instructed:

1. The management of PJSC RusHydro shall assess the prospects of projects related to mining of crypto-currencies, including as for the prospects of sale of electric power as well as the possibility of participation of RusHydro Group in these projects. This issue shall be included into the Programme of Works of the Board of Directors for the first half-year of 2018.

2. The management of PJSC RusHydro shall submit within one month to the Chairman of the Board of Directors of the Company the analytical note on the risks of incurring additional costs for financing the measures assuring safety of the gas transportation system due to amendments to normative legal acts of the Russian Federation.

3. The management of PJSC RusHydro shall submit to the members of the Board of Directors of the Company the analytical note on renewable electric power projects which are being implemented or planned for implementation by the RusHydro Group in isolated energy areas.


Item 1.2.:
On joining of the Company to UN Global Treaty and preparation to joining to the Association ‘National Network of Global Treaty’

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

Speakers: N.D. Rogalev, A.D. Avetisyan, V.V. Pivovarov. P.S. Grachev, Yu. P. Trutnev.


The draft of resolution put to vote:

In order to promote the basic principles of environmental protection, human rights, anti-corruption and fair labour relations:

1. Joining the Company to the United Nations Global Compact (hereinafter referred to as ‘UNGC’) undertaking to comply with the principles of sustainable development of UNGC shall be considered appropriate; the reports to the Secretariat of UNGC on the progress of the Company in promoting these principles shall be sent annually.

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

2.1. Organization and carrying out necessary procedures for joining the Company in 2018 to the Association ‘Global Compact Local Network’.

2.2 The gratuitous annual donation to the Global Compact Fund in the amount of 15 000 (Fifteen thousand) USD shall be paid on a regular basis.


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, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G.). Shulginov).

‘Against’ — 0.

‘Abstained’ — 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 1.3.: On providing financing the activities for technological connection of the overhead power line with a voltage of 220 kV ‘Orotukan - Palatka - Central’

Heard: Member of the Board, First Deputy General Director A.V. Kazachenkov

Speakers: A.D. Avetisyan, S.N. Ivanov, N.G. Shulginov, V.M. Kravchenko, A.N. Shishkin, Yu. P. Trutnev


The draft of resolution put to vote:

1. For the purpose of timely implementation of the second stage of technological connection of the overhead power line with a voltage of 220 kV ‘Orotukan - Palatka - Central’ (hereinafter referred to as ‘the Project’) to Magadan Electrical System the Chairman of the Board - General Director of the Company N.G. Shulginov shall be instructed to do the following:

1.1. Financing and implementation of the Project through providing the intra-group loan to PJSC ‘Magadanenergo’;

1.2. The tariff application for the relevant regulatory period shall be sent to PJSC “Magadanenergo”; in so doing the Project costs shall be mandatory included in the structure of necessary gross earning of PJSC Magadanenergo.

2. In order to ensure financing of the Project costs, to approve increasing the loan amount provided to PJSC Magadanenergo under loan agreement No. 1010-235-31-2017 as of June 28, 2017 (hereinafter referred to as the ‘Loan Agreement’) concluded pursuant to the decision of the Board of Directors of PJSC RusHydro as of June 22, 2017 No. 254, 1,010,403,000.00 (One billion ten million four hundred and three thousand) rubles 00 kopecks and conclusion of supplementary agreement No. 1 to the Loan Agreement (hereinafter referred to as ‘the Supplementary Agreement’) on the following material terms and conditions:

Parties of the Supplementary Agreement:

Borrower - PJSC Magadanenergo;

Lender – PJSC RusHydro;

Subject of the Supplementary agreement:

Amendment of the Loan Agreement as follows:

- To read Clause 1.1 of the Loan Agreement as follows:

‘1.1. Under the Agreement the Lender shall transfer into the Borrower’s ownership the sum of money in the amount of 1,579,713,000 (two million and seventy-three thousand six hundred and two) rouble 00 kopecks, and the Borrower shall refund to the Lender the loan amount
pursuant to the terms and procedures stipulated by the Agreement»;

- To read Clause 1.2 of the Loan Agreement as follows:

‘1.2. The Loan shall be provided for the period until December 31, 2019’.

“In favour” - 12 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 0.

‘Abstained’ — 1 (N.R. Podguzov).

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 1.3.:
On providing financing for the project ‘Construction of two single-chain overhead power lines with a voltage of 100 kV ‘Pevek - Bilibino’.

Heard: Member of the Board, First Deputy General Director A.V. Kazachenkov

Speakers: V.M. Kravchenko, A.D. Avetisyan, S.N. Ivanov, Yu. P. Trutnev


The draft of resolution put to vote:

1. For the purpose of timely implementation of investment project ‘Construction of two single-chain overhead power lines with a voltage of 100 kV ‘Pevek - Bilibino’ (Chukotka autonomous district) (hereinafter referred to as ‘the Project’) the Chairman of the Board - General Director of the Company N.G. Shulginov shall be instructed to do the following:

1.1. Implementation of the first stage of the Project as well as its financing, including purchase of design and budget documentation in the volume not exceeding 5,000,000,000 (Five billion) rubles 00 kopecks, at the expense of the Company's own funds.

1.2. Providing the intra-group loan to PJSC Chukotenergo (with the possibility of subsequent capitalization) for financing the expenses for implementation of the Project under the following material terms and conditions:

Parties of the Loan Agreement:

Borrower – JSC Chukotenergo;

Lender – PJSC RusHydro.

Subject of the Loan Agreement:

The Lender transfers a sum of money (hereinafter the Loan amount) into ownership of the Borrower and the Borrower undertakes to return the Loan amount to the Lender.

The Loan amount:

Not more than 5,000,000,000 (Five billion) roubles 00 kopecks.

Repayment period of the Loan:

On demand, but not later than 10 (Ten) years from the date of conclusion of the loan agreement.

Interest rate for using the loan:

0 % p.a.

Intended use of the loan:

Replenishment of turnover means for providing financing of expenses for construction of the first chain of the single-chain overhead power lines with a voltage of 110 kV in the framework of the project ‘Construction of two single-chain overhead power lines with a voltage of 100 kV Pevek - Bilibino’ including purchase of design and budget documentation

Terms of the Loan granting:

non-renewable tranches based on the application of the Borrower.

Conditions for early repayment of the loan:

The Borrower has the right to fully or partially repay the loan ahead of schedule.


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, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G.). Shulginov).

‘Against’ — 0.

‘Abstained’ — 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.


In addition to this, in frames to of the discussion of the issue, the Chairman of the Board of Directors, Trutnev Yu.P. instructed:

The management of JSC RusHydro shall analyse the impact of investment projects examined within the framework of items 1.3., 14. of the agenda of the meeting of the Board of Directors to the level of tariffs in Magadan Region and Chukotka Autonomous District, assess the possibility of including the costs including the loan facility fees in the tariff. The results of the analysis shall be submitted for consideration by the Investment Committee with the Board of Directors until the end of 2017.


Item No. 2:
On approval of the new version of Charitable and Sponsorship Program of the Company for 2017.

Heard: Member of the Board, First Deputy General Director A.V. Kazachenkov

Speakers: V.M. Kravchenko, A.D. Avetisyan, S.N. Ivanov, Yu. P. Trutnev


The draft of resolution put to vote:

To approve the amended Charitable and Sponsorship Program of the Company for 2017 (Annex 2 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, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G.). Shulginov).

‘Against’ — 0.

‘Abstained’ — 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.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva

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