Results of the Board of Directors Meeting on May 17, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on May 17, 2019.
Resolutions passed on Items of the agenda:
Item 1. On convening the annual General Meeting of Shareholders.
The resolution adopted:
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.
Item 2. Electing the Deputy Chairman of the Board of Directors of the Company.
The resolution adopted:
- To terminate the powers of the Deputy Chairman of the Board of Directors of the Company Sergey Nikolayevich Ivanov.
- To elect Nikolay Dmitriyevich Rogalev as Deputy Chairman of the Board of Directors of the Company.
Item 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.
The resolution adopted:
1. To approve the Report on the implementation of the Action Plan
for the sale of noncore assets of PJSC RusHydro for Q1 2019
Schedule No. 1 to the Minutes.
2. To make the following amendments to the Register of Noncore 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"
Item 4. Approval of transactions completed by the Company.
4.1. On approval of transactions for the gratuitous transfer of the Company's property to third parties.
The resolution adopted:
To approve the conclusion of a contract of donation by the controlled organization of the Company JSC Dyakov Ust-Srednekanskaya HPP associated with the gratuitous transfer of property to the state ownership of the Magadan Region on the following essential 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 sq. m, 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).
Item 5. Considering matters of significance to the Company.
5.1. Confidential.
The resolution adopted: Confidential.
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.
The resolution adopted:
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.
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.
The resolution adopted:
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).
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.
