Results of the Board of Directors Meeting on April 19, 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 19, 2019.
Resolutions passed on Items of the agenda:
Item 1: On approval of the report on the fulfillment of the Annual Comprehensive Procurement Program of the Company for 2018.
The resolution adopted: To approve the Report on the fulfillment of the Annual Comprehensive Procurement Program of RusHydro PJSC for 2018 (Appendix 1 to the Minutes).
Item 2: On approval of transactions to be performed by the Company:
2.1. On 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).
The resolution adopted:
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 Matter of the Agreement:
The Seller shall convey and the Buyer shall pay for and accept the immovable and movable property of Khorobrovskaya HPP (hereinafter, the Property) in accordance with the Sale agreement.
The list of the Property is set out in Appendices 2 and 3 to the Minutes.
Property sale method:
Selling at 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 appraiser on the market value of the Property.
Price of the Agreement:
To be determined based on the Auction results.
Payment procedure (term) for the Property:
The Buyer is provided an interest-free installment plan to pay for the Property in equal annual instalments for 5 years.
2.2. On 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 of gratuitous transfer of the property of Bekanskaya HPP).
The resolution adopted:
1. To approve the conclusion of the Agreement of gratuitous transfer of the property of Bekanskaya HPP (donation), which is to be used for the purpose of 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 Matter of the Agreement:
The Donor shall gratuitously transfer and the Donee shall takes into possession the immovable and movable property facilities of Bekanskaya HPP (Appendices 4 and 5 to the Minutes).
Price (historical (residual) value) of the Property:
28,510,749 (twenty-eight million five hundred ten thousand seven hundred forty-nine) rubles 32 kopecks.
2. To determine that the decision specified in clause 1 of this resolution is also a decision to perform a transaction in accordance with subclause 26 of clause 12.1 of the Company's Charter.
Item 3: On determining the position of RusHydro (RusHydro's delegates) in the management bodies of its subsidiaries:
The resolution adopted: Confidential.
Item 4: Considering matters of significance to the Company:
On the review of the results of field audits by Ministry of Energy of Russia, conducted in 2018, and on the course of corrective measures as of December 31, 2018.
The resolution adopted:
To take into account the results of the field inspections by Ministry of Energy of Russia, conducted in 2018, and information on the course of the corrective measures as of December 31, 2018 (Appendix 7 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
ir@rushydro.ru
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.
