Minutes of 21.02.2019 № 283


MINUTES No. 283

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):

February 19, 2019, 6:00 p.m.

(Moscow time).

Date of the minutes:

February 21, 2019

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 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.


MEETING AGENDA:

  1. On approval of the Program of Works of RusHydro's Board of Directors for the 1st half of 2019.
  2. On the approval of the report concerning the implementation of actions aimed at selling the non-core assets of the Company for 2018.
  3. Approval of transactions completed by the Company.
  4. Approving the Company's internal documents.
  5. Determining the position of RusHydro (RusHydro's representatives) in the management bodies of its subsidiaries.
  6. Considering matters of significance to the Company.

RESULTS OF VOTING ON AGENDA ITEMS:


Item 1. On approval of the Program of Works of RusHydro's Board of Directors for the 1st half of 2019.


Resolution:

To approve the Program of Works of RusHydro's Board of Directors for the first half of 2019 (Schedule 1 to the Minutes).


Voting results:

For: 13 (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)

Against: 0

Abstained: 0

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


Resolution adopted.


Item 2. On approval of the Report on the implementation of the Program of Works for the sale of non-core assets of the Company for 2018.


Resolution:

To approve the Report on the implementation of the Program of Works for the sale of non-core assets of RusHydro for 2018 (Schedule 2 to the Minutes).


Voting results:

For: 13 (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)

Against: 0

Abstained: 0

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


Resolution adopted.


Item 3. On approval of the transactions completed by the Company:


3.1. On approval of transactions for the gratuitous transfer of the Company's property to third parties.


Resolution:

  1. To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter referred to as the Agreement) under the following material terms and conditions:

Parties to the Agreement:

The Donor is the Company.

The Donee is the Russian Federation represented by the Interregional Territorial Administration of the Federal Agency for State Property Management in the Khabarovsk Territory and the Jewish Autonomous Region.

Subject Matter of the Agreement:

The Donor shall gratuitously transfer and the Donee shall accept in ownership the immovable and movable property of the hydrometeorological network in accordance with Schedule 3 and Schedule 4 to the Minutes (hereinafter referred to as the Property) for the subsequent assignment of the right of operational management to the Federal State Budgetary Institution Far East Hydrometeorology and Environmental Monitoring Department.

Price (book value) of the Property (as of December 31, 2018):

20,674,861 (twenty million six hundred seventy-four thousand eight hundred sixty-one) rubles and 28 kopecks.

  1. To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter referred to as the Agreement) under the following material terms and conditions:

Parties to the Agreement:

The Donor is the Company.

The Donee is the rural settlement Gimry Village of the Untsukulsky District of the Republic of Dagestan represented by the Administration of the Municipal Formation Gimry Village of the Untsukulsky District of the Republic of Dagestan.

Subject Matter of the Agreement:

The Donor shall gratuitously transfer and the Donee shall accept in ownership the real estate object – the road transport structure "Bridge" with cadastral number 05:35:000022:113, 113 m long, located at: the Republic of Dagestan, Untsukulsky District, Gimry Village, Irganayskaya HPP in accordance with Schedule 5 to the Minutes (hereinafter, the Property).

Price (book value) of the Property (as of December 31, 2018):

98,977,438 (ninety-eight million nine hundred seventy-seven thousand four hundred thirty-eight) rubles and 26 kopecks.

  1. To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter referred to as the Agreement) under the following material terms and conditions:

Parties to the Agreement:

The Donor is the Company.

The Donee is the Russian Federation represented by the Territorial Administration of the Federal Agency for State Property Management in the Stavropol Territory.

Subject Matter of the Agreement:

The Donor shall gratuitously transfers and the Donee shall accept in ownership the immovable property – hydraulic structure “Differential No. 1 With a Dam” with the cadastral number 26:15:000000:3586, 1,860 m long, located at: Stavropol Territory, Kochubeyevsky District, 7,850 m in a south-westerly direction from the central part of the Dvortsovskoye Village according to Schedule 6 to the Minutes (hereinafter, the Property) for subsequent assignment of the right of operational management to the Federal State Budgetary Institution Department of Land Reclamation and Agricultural Water Supply in the Stavropol Territory.

Price (book value) of the Property (as of December 31, 2018):

3,469,704 (three million four hundred sixty-nine thousand seven hundred four) rubles and 54 kopecks.


Voting results:

For: 13 (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)

Against: 0

Abstained: 0

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


Resolution adopted.


3.2. On approval of a transaction for the gratuitous transfer of the Company's property.


Resolution:

To approve the conclusion of an agreement on making a contribution to the property of Small HPPs of Altai JSC (hereinafter, the Agreement) as a transaction related to the gratuitous transfer of the Company's property on the following material terms:

Parties to the Agreement:

RusHydro

Small HHPs of Altai JSC

Subject of the Agreement:

Making a contribution (in cash) to the property of Small HPPs of Altai JSC.

The contribution amount is 4,071,399 (four million seventy-one thousand three hundred ninety-nine) rubles and 00 kopecks.

Other terms of the Agreement:

The period for the contribution is until February 25, 2019.


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, 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 (V. M. Kravchenko)

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


Resolution adopted.


Item 4. On approval of the Company's internal documents:

On approval of the Regulation on the evaluation of the activities of the Board of Directors and committees of the Board of Directors of RusHydro.


Resolution:

To approve the Regulations on the evaluation of the activities of the Board of Directors and committees of the Board of Directors of RusHydro (Schedule 7 to the Minutes).


Voting results:

For: 13 (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)

Against: 0

Abstained: 0

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


Resolution adopted.


Item 5.       On determining the position of RusHydro (RusHydro's delegates) in the management bodies of its subsidiaries:

The resolution adopted on items 5.1 – 5.5: Confidential.


Item 6. On considering matters of significance to the Company:


6.1. On the approval of reports concerning the results of activity of the Committees of the Board of Directors of RusHydro.


Resolution:

  1. To approve the report concerning the results of the activity of the Audit Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 12 to the Minutes).
  2. To approve the report concerning the results of the activity of the HR and Remunerations (Nominations) Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 13 to the Minutes).  
  3. To approve the report concerning the results of the activity of the Strategy Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 14 to the Minutes).
  4. To approve the report concerning the results of the activity of the Investment Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 15 to the Minutes).
  5. 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 first half of the 2018–2019 corporate year (Schedule 16 to the Minutes).
  6. To approve the report concerning the results of the activity of the Reliability, Energy Efficiency and Innovations Committee of the Board of Directors of the Company for the first half of the 2018–2019 corporate year (Schedule 17 to the Minutes).

Voting results:

For: 13 (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)

Against: 0

Abstained: 0

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


Resolution adopted.


6.2. On the effectiveness of the forward contract and on the implementation of the Plan to increase the value of the RusHydro Group for the period up to 2021.


Resolution:

  1. To take into consideration the information on the effectiveness of the forward contract and on the implementation of the Plan to increase the value of the RusHydro Group for the period up to 2021 in accordance with Schedules 18 and 19 to the Minutes.
  2. To instruct the Company's Management Board:

2.1. To continue work aimed at increasing the market value of the Company, including creating conditions for ensuring the cost recovery of the pumped storage hydropower plant; inclusion of the Company's projects in the Far Eastern Federal District (hereinafter referred to as the FEFD) in the asset modernization program, taking into account the guaranteed return of the investments; establishing long-term tariff regulation in the FEFD which takes into account the real cost increases of energy companies; and the implementation of measures for the capitalization of the intragroup debt level of DGK JSC in order to preserve the financial stability of the latter.

2.2. To submit proposals for consideration by the Board of Directors of the Company aimed at increasing the transparency and predictability of dividend payments of the Company, taking into account the need to ensure that the financial condition of RusHydro Group does not deteriorate, as well as the implementation of investment projects in the Far Eastern Federal District.


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, P. A. Livinskiy, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 1 (M. A. Rasstrigin)

Abstained: 0

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


Resolution adopted.


6.3 On forming RusHydro's management bodies.


Resolution:

  1. To terminate the powers of member of the Management Board V. I. Markin on February 24, 2019.
  2. To define the number of members of the Company's Management Board as 6 persons.
  3. Confidential.

Voting results:

For: 13 (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)

Against: 0

Abstained: 0

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


Resolution adopted.


6.4.  Confidential.

Resolution adopted.


 

6.5.  Confidential.

Resolution adopted.


6.6 Confidential

Resolution adopted.


6.7.  Confidential

Resolution adopted.


Chairman

of the Board of Directors                                                           Yu. P. Trutnev


Corporate Secretary                                                                    N. G. Kovaleva

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