Minutes of 27.06.2018 №273

MINUTES NO. 273

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the meeting of the Board of Directors (date and time of the vote count):

June 25, 2018, 6:00 p.m.

(Moscow time)

Date the minutes were drafted:

June 27, 2018

Form of the meeting:

Absentee voting

Place of the vote count:

7 Malaya Dmitrovka St., Moscow

Number of elected members of the Board of Directors:

13

Members of the Board of Directors who voted:

M. S. Bystrov

P. S. Grachev

S. N. Ivanov

V. V. Pivovarov

N. D. Rogalev

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 the meeting of the Board of Directors is present.


AGENDA OF THE MEETING:


1. Interim results of the fulfillment of the Company's Business Plan for 2018 with consideration of the actual results of Q1 2018 (including reports on the fulfillment of the Investment Program (including the Complex Modernization Program for Generating Facilities)).

2. Approval of the report on the fulfillment of the Annual Complex Procurement Program of RusHydro for Q1 2018.

3. Consideration of the reports on the performance results of the Committees of the RusHydro Board of Directors for the 2017–2018 corporate year.

4. Consideration of the Report on the Company Management Board's Activities for 2017.

5. On priority areas of the Company's activities.

6. Performance by the Company of a transaction for the gratuitous transfer of the Company's assets to third parties (a bridge in the Karachay-Cherkess Republic, Zelenchukskiy District).

7. Approving internal Company documents.


RESULTS OF VOTING ON AGENDA ITEMS:


Item 1: Interim results of the fulfillment of the Company's Business Plan for 2018 with consideration of the actual results of Q1 2018 (including reports on the fulfillment of the Investment Program (including the Complex Modernization Program for Generating Facilities)).


Resolution:

To confirm the interim results of the fulfillment of the Company's Business Plan for 2018 with regard to the actual results of Q1 2018 (including reports on the fulfillment of the Investment Program (including the Complex Modernization Program for Generating Facilities) for Q1 2018) (Appendix 1 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


Item 2: Approval of the report on the fulfillment of the Annual Complex Procurement Program of RusHydro for Q1 2018.


Resolution:

To approve the Report on the Achievement of the Key Performance Indicators of RusHydro for Q1 2018 (Appendix 2 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


Item 3: Consideration of the reports on the performance results of the Committees of the RusHydro Board of Directors for the 2017–2018 corporate year.


3.1. Consideration of the report on the results of the activity of the Reliability, Energy Efficiency, and Innovations Committee of the Board of Directors of the Company for the 2017–2018 corporate year.


Resolution:

To approve the report on the results of the activity of the Reliability, Energy Efficiency, and Innovations Committee of the Board of Directors of the Company for H1 of the 2017–2018 corporate year (Appendix 3 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


3.2. Consideration of the report on the results of the activity of the Strategy Committee of the Board of Directors of the Company for the 2017–2018 corporate year.


Resolution:

To approve the report on the results of activity of the Strategy Committee of the Board of Directors of the Company for the 2017–2018 corporate year (Appendix 4 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


3.3. Consideration of the report on the results of the activity of the Investments Committee of the Board of Directors of the Company for the 2017–2018 corporate year.


Resolution:

To approve the report concerning the results of activity of the Investments Committee of the Board of Directors of the Company for the 2017–2018 corporate year (Appendix 5 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


3.4. Consideration of the report on the results of the activity of the Far East Power Industry Development Committee of the Board of Directors of the Company for the 2017–2018 corporate year.


Resolution:

To approve the report concerning the results of the activity of the Far East Power Industry Development Committee of the Board of Directors of the Company for the 2017–2018 corporate year (Appendix 6 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


3.5. Consideration of the report on the results of the activity of the HR and Remunerations (Nominations) Committee of the Board of Directors of the Company for the 2017–2018 corporate year.


Resolution:

To approve the report concerning the results of activity of the HR and Remunerations (Nominations) Committee of the Board of Directors of the Company for the 2017–2018 corporate year (Appendix 7 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


3.6. Consideration of the report on the results of the activity of the Audit Committee of the Board of Directors of the Company for the 2017–2018 corporate year.


Resolution:

To approve the report on the results of activity of the Audit Committee of the Board of Directors of the Company for the 2017–2018 corporate year (Appendix 8 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


Item 4: Consideration of the Report on the Company Management Board's Activities for 2017.


Resolution:

To take into consideration the Report on the Activities of the Management Board of the Company for 2017 (Appendix 9 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


Item 5: Priority activities of the Company:


5.1 The progress status of priority projects for the construction of 3 facilities in the Far East (Yakutskaya GRES-2 (Phase 1), CHPP in Sovetskaya Gavan, Sakhalinskaya GRES-2 (Phase 1)) as of March 31, 2018.


Resolution:

To take into consideration information on the progress status of priority projects for the construction of 3 facilities in the Far East (Yakutskaya GRES-2 (Phase 1), CHPP in Sovetskaya Gavan, Sakhalinskaya GRES-2 (Phase 1)) as of March 31, 2018 (Appendix 10 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.

Resolution adopted.


Item 6: Conclusion by the Company of a transaction for the gratuitous transfer of the Company's property to third parties.


Resolution:

To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property under the following material terms and conditions:

Parties to the Agreement

The Donor is the Company.

The Donee is Zelenchuk Municipal District, a municipal entity in the Karachay-Cherkess Republic.

Subject of the Agreement:

The Donor shall transfer on a gratis basis, and the Donee shall accept for use pro bono publico (as a public transportation facility) the motor road bridge across the river Khusa with an area of 298 sq. m registered under cadastral number 09:06:0000009:106 and located at: the facilities of the Zelenchukskiye HPPs power complex, Zelenchukskaya Stanitsa, Zelenchuk District, the Karachay-Cherkess Republic.

Book value of the property as of May 31, 2018:

one million three hundred eighty-six thousand two hundred and twenty-one (1,386,221) rubles, 63 kopecks.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0


According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Item 7: Approval of the Company's internal documents:


7.1 Approval of the Regulation on the RusHydro Business Planning System.


Resolution:

1. To approve the new version of the Regulation on the RusHydro Business Planning System as per Appendix 11 to the Minutes.

2. To void the Regulation on the RusHydro Business Planning System approved by the decision of the Board of Directors of the Company (Minutes No. 233 dated April 1, 2016).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0


According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva

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