Minutes of 20.05.2019 № 289

MINUTES No. 289

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):

May 17, 2019, 6:00 p.m.
(Moscow time)

Date of the minutes:

May 20, 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
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.


MEETING AGENDA:

  1. On convening the annual General Meeting of Shareholders.
  2. Electing the Deputy Chairman of the Board of Directors of the Company.
  3. On approval of the Report on the implementation of the Action Plan for the sale of noncore assets of the Company for Q1 2019.
  4. Approval of transactions completed by the Company.
  5. Considering matters of significance to the Company.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On convening the annual General Meeting of Shareholders.


Resolution:

  1. To convene the Annual General Meeting of Shareholders of PJSC RusHydro as a meeting (joint presence) (the "Meeting").
To determine the date of the annual General Meeting of Shareholders of PJSC RusHydro: June 28, 2019.


To determine the time of the Meeting: the beginning of the Meeting shall be at 10:30 a.m. (Moscow time).


To determine the start time of registration of persons participating in the Meeting: 9:00 a.m. (Moscow time).


To determine the venue of the Meeting: 12 Krasnopresnenskaya Naberezhnaya, Congress Hall, Floor 2, Congress Center, Entrance No. 4, World Trade Center (WTC), Moscow, Russian Federation.


    2. To approve the date on which the persons entitled to participate in the Meeting shall be determined (fixed): June 3, 2019.


Voting Results:
For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V.M. Kravchenko, 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 taking part in the meeting.


Resolution adopted.


Item 2. Electing a Deputy Chairman of the Board of Directors of the Company.


Resolution:

  1. To terminate the powers of the Deputy Chairman of the Board of Directors of the Company Sergey Nikolayevich Ivanov.
  2. To elect Nikolay Dmitriyevich Rogalev as Deputy Chairman of the Board of Directors of the Company.

 

Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V.M. Kravchenko, 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 taking part in the meeting.


Resolution adopted.


Item 3. On approval of the Report on the implementation of the Action Plan for the sale of non-core assets of the Company for Q1 2019.


Resolution:

  1. To approve the Report on the implementation of the Action Plan
    for the sale of non-core assets of PJSC RusHydro for Q1 2019
     Schedule No. 1 to the Minutes.
  2. To make the following amendments to the Register of Non-core Assets of the Company approved by the decision of the Company Board of Directors dated December 24, 2018 (Minutes No. 281):

- To exclude the facility JSC HydroEngineering Siberia

- To change the planned method of disposition of the facilities "Concrete plant building: construction laboratory building" and "Concrete plant structure: gallery" from "gratuitous transfer" to "direct sale in favor of JSC Zagorskaya Pumped Storage Hydropower Plant-2".


Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V.M. Kravchenko, 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 taking part in the meeting.


Resolution adopted.


Item 4. Approving the transactions completed by the Company:

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


Resolution:

To approve the conclusion by the controlled organization of the Company – JSC Dyakov Ust-Srednekanskaya HPP of the contract of donation associated with the gratuitous transfer of property to the state ownership of the Magadan region, on the following material terms:

Parties to the Agreement:

The Donor is JSC Dyakov Ust-Srednekanskaya HPP;

The Donee is the Magadan region, represented by the Department of Property and Land Relations of the Magadan Region.

Subject Matter of the Agreement:

The Donor shall gratuitously transfer to the state ownership of the Magadan Region, and the Donee undertakes to accept and formalize — in accordance with the procedure established by the legislation of the Russian Federation — the state registration of the transfer of ownership of the 10-bed Facility of the Infectious Diseases Department of the Municipal Budgetary Health-Care Institution Srednekanskaya Central Regional Hospital in Seymchan (purpose: nonresidential, area: 1,548.6 m2, number of floors: 2, including 1 underground, address (location): 13A Yuzhnaya St., the settlement of Seymchan, Srednekanskiy District, Magadan Region, cadastral number: 49:04:010103:2661) (the "Facility"), held by the Donor in ownership, as evidenced by entry in the Unified State Register of Real Estate No. 49:04:010103:2661-49/009/2019-1 dated March 26, 2019. The Facility shall be transferred with equipment (laboratory, intensive care, and X-ray), furniture, and inventory (Schedule 2 to the Minutes).


Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V.M. Kravchenko, 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 taking part in the meeting.


Resolution adopted.


Item 5. CONFIDENTIAL.


Resolution adopted.


5.2. Consideration of the results of comparing the level of technological development and the values of key performance indicators of innovative activities of RusHydro Group with the level of development and indicators of similar leading companies.


Resolution:

To postpone the execution of clause 2 of the Decision on Item 4.3 of the meeting of the Board of Directors of the Company dated May 31, 2018 (Minutes No. 271 dated June 1, 2018), regarding consideration by the Board of Directors of the results of comparing the level of technological development and the values of key performance indicators of innovative activities of RusHydro Group with the level of development and indicators of similar leading companies (the "Comparison") and to set the deadline for consideration of the results of the Comparison by the Board of Directors of the Company within 30 days after their approval by the Ministry of Energy of Russia and the Ministry of Economic Development of Russia and the approval of the results of the Comparison by the Interdepartmental Commission on Technological Development under the Government Commission on Modernization of the Economy and the Innovative Development of Russia.


Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V.M. Kravchenko, 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 taking part in the meeting.


 

Resolution adopted.


5.3. On approval of the report on the implementation of the RusHydro Group Innovative Development Program for 2016–2020 with an outlook for 2025 in 2018.


Resolution:

To approve the report on the implementation of the RusHydro Group Innovative Development Program for 2016–2020 with an outlook for 2025 in 2018 (Schedule 3 to the Minutes).


Voting Results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, V.M. Kravchenko, 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 taking part in the meeting.


Resolution adopted.


Chairman

of the Board of Directors Yu.P. Trutnev


Corporate Secretary N.G. Kovaleva

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok