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DGAP-UK-Regulatory News vom 08.04.2019

PJSC RusHydro: Results of the Board of Directors Meeting on April 04, 2019

PJSC RusHydro (HYDR)

08-Apr-2019 / 08:42 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer / publisher is solely responsible for the content of this announcement.


 

Results of the Board of Directors Meeting on April 04, 2019

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on April 04, 2019.

 

Resolutions passed on Items of the agenda:

 

Item 1. Review of the Company shareholders' proposals on the nomination of candidates for election to the management and supervisory bodies of RusHydro.

The resolution adopted:

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.

2. 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.

 

Item 2. Review of the Company shareholders' proposals on items to be placed on the agenda of the Annual General Meeting of Shareholders of RusHydro.

The resolution adopted:

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.

 

Item 3. On considering matters of significance to the Company:

3.1. Participation of the Company in other organizations.

The resolution adopted:

  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%.

2. 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.

 

3.2. Approval of a report on the achievement of the annual KPI "Reduction of operating expenses (costs), %" of the Company (Management Board members).

The resolution adopted:

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).

 

 

About RusHydro

RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 400 generating facilities in Russia and abroad. The company also manages a number of R&D, engineering and electricity retail companies. Group's thermal assets are operated by subsidiary - RAO Energy System of East in the Far East of Russia. Total electricity generation capacity of the Group is 39.4 GW, heat capacity - 18.5 thousand GCal/h.

Russian Federation owns 60.56% in RusHydro, the rest is held by other institutional and individual shareholders (over 360,000). The company's stock is traded on Moscow Exchange (MOEX), and included in MSCI EM и MSCI Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.

 

 

For more information:

Investor Relations Department

Tel. +7 (800) 333 8000 ext. 1607, 1319, 1304

[email protected]

 

The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of PJSC "RusHydro" ("RusHydro"). One can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "plan", "aim", "target", "forecast", "project", "should", "estimate", "intend", "will", "could", "may" or "might", the negative of such terms or other similar expressions. We wish to caution you that these statements are only predictions and that actual events or results may differ materially from these statements.

We do not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Many factors could cause the actual results to differ materially from those contained in our projections or forward-looking statements, including, among others, general economic and political conditions, our competitive environment, risks associated with operating in Russia and rapid technological and market changes in our industries, as well as many other risks specifically related to RusHydro and its operations. 

 

 

 

 


[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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