Minutes of 28.06.2018 №274

MINUTES NO. 274

MEETING OF THE BOARD OF DIRECTORS

Date and time of the meeting of the Board of Directors:

June 27, 2018; Opening time of the meeting: 10:00 a.m.

(Moscow time)

Minutes date:

June 28, 2018

Form of the meeting:

Joint attendance

Place of vote count:

World Trade Center (WTC), 12 Krasnopresnenskaya Naberezhnaya, Entrance 4, Congress Center, Floor 2, Hall A, Moscow

Number of elected members of the Board of Directors:

13

Members of the Board of Directors who took part in 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


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.


MEETING AGENDA:


1.Termination of the Company's participation in other entities.



RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: Termination of the Company's participation in other entities.


Heard: Member of the Management Board and First Deputy General Director D. I. Rizhinashvili.

Speakers: A. D. Avetisyan, M. S. Bystrov, N. G. Shulginov, S. N. Ivanov, N. D. Rogalev, Yu. P. Trutnev.


Resolution:


1. To determine that the price (monetary value) of the five billion one hundred thirty-one million six hundred sixty-nine thousand six hundred twenty-two and 18/100 (5,131,669,622.18) registered ordinary uncertificated shares of PJSC Inter RAO with a nominal value of two and eight hundred nine thousand seven hundred and sixty-seven millionths (2.809,767) rubles each to be alienated by RusHydro and its controlled companies, state registration number of the issue of shares 1-04-33498-E (the "Shares") shall be 3.346,3 rubles per share, which is not lower than the market price determined on the basis of the report of an independent appraiser.


2. To approve the termination of the Company's participation in the authorized capital of Public Joint-Stock Company Inter RAO UES (PJSC Inter RAO, location: Russian Federation, Moscow, OGRN 1022302933630, INN 2320109650) through the sale to JSC Inter RAO Capital of two billion twenty-nine million one hundred ninety-seven thousand four hundred seventy-five and 41/100 (2,029,197,475.41) registered ordinary shares of PJSC Inter RAO owned by the Company, which is 1.944% of its authorized capital, at the alienation price of 3.3463 rubles per share, which is not lower than the market price determined on the basis of the report of an appraiser, on material conditions (provided for by legislation on share purchase agreements), including the procedure for payment by installment (the payment schedule), as per Schedule 1 to the Minutes.


3. To approve the termination of participation of controlled companies of RusHydro in the authorized capital of Public Joint-Stock Company Inter RAO UES (PJSC Inter RAO, location: Russian Federation, Moscow, OGRN 1022302933630, INN 2320109650) as a result of the conclusion of contracts with Inter RAO Capital for the sale of three billion one hundred two million four hundred seventy-two thousand one hundred forty-six and 77/100 (3,102,472,146.77) registered ordinary uncertified shares of PJSC Inter RAO, which is 2.972% of the authorized capital of PJSC Inter RAO, at the alienation price of 3.3463 rubles per share, which is not lower than the market price determined on the basis of the report of an appraiser, on material conditions (provided for by the legislation on share purchase agreements), including the procedure for payment by installment (the payment schedule), as per Schedules 2–4 to the Minutes.


4. The stake of RusHydro Group in the authorized capital of PJSC Inter RAO is:

  •  Before the alienation of the Shares: 4.915%
  •  After the alienation of the Shares: 0%


5. To consider the resolution on item 2 to be an approval in accordance with Subclause 24 c) of Clause 12.1 of the Articles of Association of the Company.


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. R. Podguzov, N. D. Rogalev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0 

Abstained: 1 ( Yu. P. Trutnev ) 


In accordance with Clause 15.6 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a 2/3 majority vote of the members of the Board of Directors who take part in the meeting.


Resolution adopted.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva


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