Minutes of 04.04.2019 № 286

MINUTES No. 286

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):

April 4, 2019, 6:00 p.m.

(Moscow time)

Date of the minutes:

April 5, 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

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. Review of the Company shareholders’ proposals on the nomination of candidates for election to the management and supervisory bodies of RusHydro.
  2. Review of the Company shareholders’ proposals on matters to be placed on the agenda of the Annual General Meeting of Shareholders of RusHydro.
  3. Considering matters of significance to the Company.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1. Review of the Company shareholders’ proposals on the nomination of candidates for election to the management and supervisory bodies of RusHydro.


Resolution:

  1. On the basis of proposals received from Company shareholders, include the following candidates in the list of candidates for election to the Company's Board of Directors at the annual General Meeting of Company Shareholders on the results of 2018:

No.

Candidate nominated by the shareholder(s) for election to the Board of Directors of the Company

Position and place of employment of the candidate[1] nominated by the shareholder(s) for election to the Board of Directors of the Company

Name of the shareholder(s) nominating the candidate for election to the Board of Directors of the Company

Quantity of the Company's voting shares held by the shareholder(s)[2]

(as a percentage of the authorized capital)

1.

Mikhail Viktorovich Voyevodin

General Director, Public Joint-Stock Company Corporation VSMPO-AVISMA.

Limited Liability Company Avitrans

6.05

2.

Artem Valeryevich Kislichenko

Director for Legal Affairs, Public Joint-Stock Company Corporation VSMPO-AVISMA.

3.

Andrey Nikolayevich Shishkin

Vice President for Power Engineering, Localization, and Innovations, Rosneft Oil Company

President and Chairman of the Management Board, Public Joint Stock Oil Company Bashneft.

  1. For the purpose of including the candidates nominated by the Board of Directors in the list of candidates for election to the Board of Directors and the lnternal Audit Commission of the Company, hold a meeting of the Company's Board of Directors on or before May 24, 2019.

Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, P. A. Livinskiy, 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. Review of the Company shareholders’ proposals on matters to be placed on the agenda of the Annual General Meeting of Shareholders of RusHydro.


Resolution:

  1. Consider information on the absence of proposals of the Company's shareholders on items to be placed on the agenda of the Annual General Meeting of Shareholders of RusHydro, the period for submitting which is established in Clause 11.1 of the Company's Articles of Association.
  2. For the purpose of placing items on the agenda of the Annual General Meeting of Shareholders of the Company on the results of 2018 upon the proposal of the Board of Directors, hold a meeting of the Company's Board of Directors on or before May 24, 2019.

Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, P. A. Livinskiy, 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. Considering matters of significance to the Company:


3.1. Participation of the Company in other organizations.


Resolution:

  1. Approve participation of the Company in Chukotenergo JSC through the acquisition of additional ordinary registered uncertified shares of Chukotenergo JSC for a total amount not exceeding RUB 18,000,000,000 at a price determined by the Board of Directors of Chukotenergo JSC in accordance with the legislation of the Russian Federation, of which:
  • RUB 10,000,000,000 will be contributed to the authorized capital
    of the said joint-stock company at the cost of funds from the federal budget according to Federal Law No. 459-FZ dated November 29, 2018 "On the Federal Budget for 2019 and for the Planning Period of 2020 and 2021;"
  • RUB 3,000,000,000 at the cost of funds from the Reserve Fund of the Government of the Russian Federation according to Resolution of the Government of the Russian Federation No. 231 dated March 2, 2019 "On the Allocation of Budgetary Investments to RusHydro at the Cost of Funds from the Federal Budget;"
  • RUB 5,000,000,000 at the cost of the Company's own funds,
    inter alia, by way of set-off under loans issued,

for the purposes of making capital investments in the construction of the overhead power line Pevek – Bilibino 110 kV.

The aggregate shareholding of the Company in the authorized capital of
Chukotenergo JSC following its increase will be not less than 97.74%.


Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, P. A. Livinskiy, 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 15.6 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.

  1. Determine that the price of acquisition of the ordinary shares of Chukotenergo JSC by the Company equals the price of their offering, as determined by the Board of Directors of Chukotenergo JSC (Minutes No. 12-18 dated July 6, 2018) and amounts to
    one (1) ruble per one additionally offered ordinary share.

Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, P. A. Livinskiy, 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 3.2. Approval of a report on the achievement of the annual KPI "Reduction of operating expenses (costs), %" of the Company (Management Board members).


Resolution:

  1. To deem the KPI "Reduction of operating expenses (costs), %" for 2018, calculated with due regard for factors that are beyond the control of the Company's management, to have been achieved.
  2. To approve a report on the achievement of the annual KPI "Reduction of operating expenses (costs), %" of the Company's Management Board members for 2018 (Appendix No. 1 to the Minutes).

Voting Results:

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

Against: 0;

Abstained: 1 (A. D. Avetisyan).

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.


 Considering the minority opinion of Member of the Board of Directors M. S. Bystrov regarding item 3.2 of the Agenda, the Company's Management Board was instructed:

  1. To apply to the federal executive authorities with an initiative to revoke, adjust or recognize as implemented Directive of the Government of the Russian Federation No. 2303p-P13 dated April 16, 2015, in order to subsequently amend the Methodology for Calculating and Evaluating the Key Performance Indicators of the Members of the Company's Management Board (the "Methodology");
  2. Within three (3) months, and also following the receipt of the opinion of the federal executive authority regarding item 1 of the instruction, ensure that the proposals to change the Methodology are brought up at the meeting of the Company's Board of Directors, with preliminary consideration of the matter at the meeting of the HR and Remuneration (Nomination) Committee under the Company's Board of Directors.

 

The minority opinion of Member of the Board of Directors M. S. Bystrov is attached to the Minutes.


Chairman of the Board of Directors Yu. P. Trutnev


Corporate Secretary N. G. Kovaleva


[1] Position and place of employment of the candidate as of the nomination date according to the shareholder’s application.

[2] Quantity of the Company's voting shares held by the shareholder as of the nomination date.

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