Minutes of 04.10.2018 №277

MINUTES NO. 277

MEETING OF THE BOARD OF DIRECTORS

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

October 3, 2018, 06:00 p.m.

(Moscow time)

Minutes date:

October 3, 2018

Form of the meeting:

absentee voting

Place of vote count:

7 Malaya Dmitrovka St., Moscow                                                                             

Number of elected members of the Board of Directors:

13 persons

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

P. A. Livinskiy

V. V. Pivovarov

M. A. Rasstrigin

N. D. Rogalev

Yu. P. Trutnev

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. Approval of the Company's internal documents: Approval of the Unified Regulation on Product Procurement for the Needs of RusHydro Group.
  2. Approval of the report on the fulfillment of the Annual Complex Procurement Program of RusHydro for H1 2018.
  3. Approval of the adjusted list of investment projects implemented and planned for implementation under the RusHydro Investment Program for the public technological and price audit in 2018–2019.
  4. RusHydro's participation in other entities.

 

RESULTS OF VOTING ON AGENDA ITEMS:


 

Item 1: Approval of the Company's internal documents: Approval of the Unified Regulation on Product Procurement for the Needs of RusHydro Group.


 

Resolution:

  1. To approve the Unified Regulation on Product Procurement for the Needs of RusHydro Group (Schedule No. 1 to the Minutes).
  2. The effective date of the Unified Regulation on Product Procurement for the Needs of RusHydro Group shall be November 1, 2018.
  3. As soon as the Unified Regulation on Product Procurement for the Needs of RusHydro Group comes into force (Clause 2), the Regulation on Product Procurement for the Needs of RusHydro approved by resolution of the Company's Board of Directors (Minutes No. 265 dated February 6, 2018) shall become null and void.

 

Voting results:


For: 12 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, 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 who are 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 H1 2018.


 

Resolution:


To approve the report on the fulfillment of the Annual Complex Procurement Program of RusHydro for H1 2018 (Schedule No. 2 to the Minutes).


 

Voting results:


For: 12 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, 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 who are taking part in the meeting.

 

Resolution adopted.

 

 

Item 3: Approval of the adjusted list of investment projects implemented and planned for implementation under the RusHydro Investment Program for the public technological and price audit in 2018–2019.


 

Resolution:


To approve the adjusted list of investment projects implemented and planned for implementation under the RusHydro Investment Program for the public technological and price audit in 2018–2019 (Schedule No. 3 to the Minutes).


 

Voting results:


For: 12 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, 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 who are taking part in the meeting.

 

Resolution adopted.

 

 

Item 4: RusHydro's participation in other entities: Termination of participation in VolgaHydro LLC.


 

Resolution:


To approve the termination of the Company's shareholding in the authorized capital of VolgaHydro LLC by performing a transaction for the sale of the Stake (the "Transaction") on the following terms:


Parties to the Transaction:


Buyer: FG AUSLANDSBETEILIGUNGEN GMBH


Seller: RusHydro


Scope of the Transaction:


The Seller shall sell the Stake to the Buyer, and the Buyer shall accept and pay for the Stake in accordance with the terms and conditions of the Transaction.


The size of the Stake belonging to the Seller is 40%, with a par value of RUB 449,814,356.


The size of the Stake to be alienated is 40% with a par value of RUB 449,814,356.


After the alienation of the Stake in the authorized capital of VolgaHydro LLC, there will be no stakes belonging to the Seller in the authorized capital of VolgaHydro LLC.


Price of the Transaction:


The value of the Stake is determined on the basis of Appraisal Report No. 2842/18/1 dated August 20, 2018, in the amount of RUB 450,000,000.


 

Voting results:


For: 11 (P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)


Against: 0


Abstained: 1 (M.S. Bystrov)


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 are taking part in the meeting.

 

Resolution adopted.

 

Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva
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