Results of the Board of Directors Meeting on August 28, 2019

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on August 28, 2019.

 

Resolutions passed on Items of the agenda:

 

Item 1: On approval of the Company's internal documents: On approval of the amended Regulation on Insider Information of RusHydro.

Resolution adopted:

To approve the new version of the Regulation on Insider Information of RusHydro (Schedule 1 to the Minutes).

 

Item 2: On approval of the Report on the implementation of the Action Plan for the sale of non-core assets of the Company for Q2 2019.

Resolution adopted:

1. To approve the Report on the implementation of the Action Plan
for the sale of non-core assets of RusHydro for Q2 2019 in accordance with Schedule 2 to the Minutes.

2. To amend the Register of non-core assets of the Company and the Action Plan for the sale of non-core assets of RusHydro for Q4 2018 and 2019 approved by the decision of the Board of Directors of the Company dated December 24, 2018 (Minutes No. 281 dated December 27, 2018), in accordance with Schedule 3 to the Minutes.

 

Item 3: On approval of transactions for the gratuitous transfer of the Company's property to third parties:

3.1. On approval of transactions for the gratuitous transfer of the Company's property to third parties: pedestrian and bicycle lanes created as part of the construction of Nizhegorodskaya HPP for provision of urban amenities.

Resolution adopted:

To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter referred to as the Agreement) under the following material terms and conditions:

Parties to the Agreement:

The Donor is the Company;

The Donee is the urban settlement city of Zavolzhye, Gorodetsky municipal district, Nizhny Novgorod Region

Subject of the Agreement:

The Donor shall gratuitously transfer and the Donee shall accept in ownership for use as an object of provision of urban amenities the installation "Pedestrian and Bicycle Lanes," cadastral number: 52:15:0000000:1448, length: 545 m, address: 14 Privokzalnaya Street, city of Zavolzhye, Gorodetsky District, Nizhny Novgorod Region, Russian Federation (ownership recorded in the Unified State Register of Real Estate on February 15, 2019 under No. 52:15:0000000:1448-52/110/2019-1).

3.2. On approval of transactions for the gratuitous transfer of the Company's property to third parties: shares in construction facilities in progress of the Kalmytskaya WPP.

Resolution adopted:

To approve the conclusion of an Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter referred to as the Agreement) under the following material terms and conditions:

Parties to the Agreement:

The Donor is the Company;

The Donee is the Administration of the Priyutnensky District Municipality of the Republic of Kalmykia.

Subject of the Agreement:

The Donor shall transfer free of charge and the Donee shall take into possession a share in the construction facilities in progress of the Kalmytskaya WPP in accordance with Schedule 4 to the Minutes.

 

Item 4: On termination of the Company's participation in Technopark Rumyantsevo.

Resolution adopted:

To terminate the Company's participation in the authorized capital of Technopark Rumyantsevo in accordance with the Program for the Alienation of Non-Core Assets of RusHydro.

 

Item 5: On the merger of RusHydro Group energy companies located in the Kamchatka Territory:

5.1. On termination of the Company's participation in Geoterm.

Resolution adopted:

To approve the termination of participation of RusHydro in Geotherm as a result of the reorganization of Geoterm in the form of merger into Kamchatskenergo.

 

5.2. On termination of the Company's participation in KamGEK.

Resolution adopted:

To approve the termination of participation of RusHydro in KamGEK as a result of the reorganization of KamGEK in the form of merger into Kamchatskenergo.

 

5.3. On participation of the Company in the authorized capital of Kamchatskenergo.

Resolution adopted:

To approve the participation of RusHydro in the authorized capital of Kamchatskenergo as a result of reorganization of Kamchatskenergo in the form of the merger of Geoterm and KamGEK into it.

Share of RusHydro in the authorized capital of Kamchatskenergo before reorganization is 0%.

Share of RusHydro Group in the authorized capital of Kamchatskenergo before reorganization is 98.7%.

Share of RusHydro in the authorized capital of Kamchatskenergo after reorganization is not less than 13.89%.

Share of RusHydro Group in the authorized capital of Kamchatskenergo after reorganization is not less than 98.53%.

 

Item 6: On determining the position of RusHydro (RusHydro delegates) in the management bodies of its subsidiaries:

Resolutions adopted on items 6.1-6.3: Confidential.

 

Item 7: On the consideration of matters of significance to the Company:

7.1. On amendments to the Long-Term Development Program of RusHydro Group for the period of 2018 to 2022 (implementation of the directives of the Government of the Russian Federation No. 10068p-P13 dated December 6, 2018 in terms of supplementation of the section "Implementation of Intelligent Systems and Digital Technologies").

Resolution adopted:

Pursuant to the directives of the Government of the Russian Federation No. 10068p-P13 dated December 6, 2018 and in accordance with the decision of the Board of Directors of the Company "On the transition of the Company to the predominant use of domestic software,"* to approve amendments to the Long-Term Development Program of RusHydro Group for the period of 2018 to 2022** in terms of the section "Implementation of Intelligent Systems and Digital Technologies" according to Schedule 5 to the Minutes.

* Minutes No. 281 dated December 27, 2018.

** Approved by the decision of the Board of Directors of the Company (Minutes No. 271 dated June 1, 2018), taking into account the changes made by the decision of the Board of Directors of the Company (Minutes No. 279 dated October 26, 2018).

 

7.2. On the consideration of matters of significance to the Company: On updating the Innovation Development Program of RusHydro Group.

Resolution adopted:

1. To take into account the report on comparison of the level of technological development and the values of key performance indicators of the RusHydro Group's innovation activity with the level of development and indicators of the leading peer companies (hereinafter referred to as the Comparison), revised with due regard to the conclusions on the report submitted by the Ministry for Economic Development of the Russian Federation and the Ministry of Energy of the Russian Federation (Schedule ­6 to the Minutes).

2. To approve the proposals for improving the quality of preparation and implementation of the RusHydro Group Innovation Development Program (Schedule 7 to the Minutes) prepared based on the results of the Comparison, when updated.

3. To entrust the Chairman of the Management Board and General Director of the Company, N. G. Shulginov, with ensuring the development of an updated Innovation Development Program of RusHydro Group for 2020 to 2024 in accordance with the proposals pursuant to Schedule 7 to the Minutes and forwarding it for approval to the relevant federal executive bodies (Russian Ministry for Economic Development, Russian Ministry of Energy, Russian Ministry of Education and Science, and Russian Ministry for Development of Russian Far East) by December 31, 2019.

 

7.3. On termination of the Company's participation in the authorized capital of Bank of Cyprus Holdings Public Limited Company.

Resolution adopted:

To terminate the Company's participation in the authorized capital of Bank of Cyprus Holdings Public Limited Company in accordance with the Program for the Alienation of Non-Core Assets of RusHydro.

7.4. On preliminary approval of transactions with the shares of organizations in which the Company participates: transactions for the sale of sixteen thousand six hundred forty-one (16,641) ordinary shares of Bank of Cyprus Holdings Public Limited Company at exchange trading.

Resolution adopted:

1. To approve transactions for the sale of sixteen thousand six hundred forty-one (16,641) ordinary shares of Bank of Cyprus Holdings Public Limited Company at exchange trading.

Share of participation of the Company in Bank of Cyprus Holdings Public Limited Company before alienation is 0.003729494%.

Share of participation of the Company in Bank of Cyprus Holdings Public Limited Company after alienation is up to 0%.

2. To determine the sale price of 16,641 ordinary shares of Bank of Cyprus Holdings Public Limited Company based on the current market price of the shares of Bank of Cyprus Holdings Public Limited Company formed on the day of sale on the London Stock Exchange.

 

 

 

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 61.20% 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.