Minutes of 22.04.2019 № 288

MINUTES No. 288

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 19, 2019, 6:00 p.m.

(Moscow time).

Date of the minutes:

April 22, 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 persons

Members of the Board of Directors who voted:

A.D. Avetisyan

M.S. Bystrov

P.S. Grachev

S.N. Ivanov

V.M. Kravchenko

P.A. Livinsky

V.V. Pivovarov

M.A. Rasstrigin

N.D. Rogalyov

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, a quorum for the meeting of the Board of Directors is present.


AGENDA OF THE MEETING:


  1. Approval of the report on the fulfillment of the Annual Complex Procurement Program of the Company for 2018.
  2. Approval of transactions completed by the Company.
  3. Determining the position of RusHydro (RusHydro's delegates) in the management bodies of its subsidiaries.
  4. Consideration of issues of significance to the Company.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: Approval of the report on the fulfillment of the Annual Complex Procurement Program of the Company for 2018.


It is resolved:

To approve the report on the fulfillment of the Annual Complex Procurement Program of RusHydro for 2018 (Appendix 1 to the Minutes).


Voting results:

For: 13 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, P.A. Livinsky, M.A. Rasstrigin, N.D. Rogalyov, 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 taking part in the meeting.


Resolution adopted.


Item 2. Approval of transactions completed by the Company.


2.1. Approval of a transaction related to the alienation of the Company's property consisting of fixed assets used for the purpose of generating electrical power (conclusion of an agreement for the sale of the immovable and movable property of Khorobrovskaya SHPP).


It is resolved:

To approve the conclusion of the agreement for the sale of the immovable and movable property of Khorobrovskaya HPP (hereinafter, the Agreement) on the following material terms and conditions:

Parties to the Agreement:

The Seller is RusHydro PJSC;

The Buyer is the winner of the Auction.

Subject of the Agreement:

The Seller shall transfer ownership of and the Buyer shall pay for and accept the immovable and movable property of Khorobrovskaya HPP (hereinafter, the Property) in accordance with the Agreement.

The list of Property is specified in Appendices 2 and 3 to the Minutes.

Property sale method:

Selling via open auction on an electronic trading platform (hereinafter, the Auction).

Auction starting price:

4,587,199 (four million five hundred eighty-seven thousand one hundred ninety-nine) rubles 20 kopecks, including VAT, in accordance with the valuation report of the independent valuer on the market value of the Property.

Price of the Agreement:

To be determined based on the Auction results.

Payment procedure (period) for the Property:

The Buyer is provided an interest-free installment plan to pay for the Property in equal annual installments for 5 years.


Voting results:

For: 11 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.V. Pivovarov, P.A. Livinsky, N.D. Rogalyov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin, N.G. Shulginov)

Against: 1 (V.M. Kravchenko)

Abstained: 1 (M.A. Rasstrigin)


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 taking part in the meeting.


Resolution adopted.


Item 2.2. Approval of a transaction related to the alienation of the Company's property consisting of fixed assets used for generating electrical power (conclusion of an Agreement on gratuitous transfer of the property of Bekanskaya HPP).


It is resolved:

  1. To approve the conclusion of the Agreement on gratuitous transfer of the property of Bekanskaya HPP (donation), which is to be used for generating electrical power (hereinafter, the Agreement), on the following material terms and conditions:

Parties to the Agreement:

The Donor is RusHydro PJSC;

The Donee is the municipal entity Ardonsky District of the Republic of North Ossetia-Alania, as represented by the Administration of the local government of the municipal entity Ardonsky District of the Republic of North Ossetia-Alania.

Subject of the Agreement:

The Donor shall gratuitously transfer and the Donee shall take into possession the immovable and movable property of Bekanskaya HPP (Appendices 4 and 5 to the Minutes).

Price (book [residual] value) of the Property:

28,510,749 (twenty-eight million five hundred ten thousand seven hundred forty-nine) rubles 32 kopecks.

  1. To establish that the decision specified in Clause 1 of this resolution is also a decision to complete a transaction in accordance with Subclause 26 of Clause 12.1 of the Company's Articles of Association.

Voting results:

For: 11 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.V. Pivovarov, P.A. Livinsky, N.D. Rogalyov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin, N.G. Shulginov)

Against: 0

Abstained: 2 (V.M. Kravchenko, M.A. Rasstrigin)


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 taking part in the meeting.


Resolution adopted.


Item 3. Determining the position of RusHydro (RusHydro's delegates) in the management bodies of its subsidiaries. Confidential

Confidential


It is resolved:

Confidential


Resolution adopted.


Item 4: Consideration of issues of significance to the Company:

On the review of the results of field audits by Minenergo of Russia, conducted in 2018, and on the course of corrective measures as of December 31, 2018.


It is resolved:

To take under advisement the results of the field inspections by Minenergo of Russia conducted in 2018, and information on the course of the corrective measures as of December 31, 2018 (Appendix 7 to the Minutes).


Voting results:

For: 12 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachev, S.N. Ivanov, V.V. Pivovarov, P.A. Livinsky, M.A. Rasstrigin, N.D. Rogalyov, 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 taking part in the meeting.


Resolution adopted.


The special opinion of Board of Directors member M.A. Rasstrigin regarding items Nos. 2.1 and 2.2 is attached.


Chairman

of the Board of Directors Yu.P. Trutnev


Corporate Secretary N.G. Kovaleva

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