Results of the Board of Directors Meeting on December 24, 2019
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on December 24, 2019.
Resolutions passed on Items of the agenda:
Item No. 1: On the Company's non-core assets.
Resolution adopted:
To approve:
- A new version of the Register of RusHydro's Non-Core Assets (Appendix No. 1 to the Minutes).
- The Action Plan for the Sale of RusHydro Non-Core Assets for 2019 (Q4) - 2020 (Appendix No. 2 to the Minutes).
Item No. 2: On approval of transactions for the transfer of the Company's assets to third parties free of charge:
2.1. Conclusion of the Agreement on the gratuitous transfer of the pedestrian and bicycle paths of the Municipal entity Sayanogorsk city.
Resolution adopted:
To approve the conclusion of the Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter, the Agreement) under the following significant terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the municipal entity Sayanogorsk city of the Republic of Khakassia, represented by the Administration of the municipal entity of Sayanogorsk city.
Subject of the Agreement:
The Donor transfers free of charge, and the Donee takes ownership of the immovable property "Pedestrian path and bicycle path" (cadastral number 19:03:080103:7009, length 3,904 m, purpose: other construction (improvement)), located at: Naberezhnaya Street, Building 2, Cheryomushki Working Village, Sayanogorsk, Republic of Khakassia, Russian Federation (hereinafter, the Property).
2.2. Conclusion of the Agreement on the gratuitous transfer of hydrometeorological network facilities for assignment to the Siberian Department for the Russian Federal Service for Hydrometeorology and Environmental Monitoring.
Resolution adopted:
To approve the conclusion of the Agreement on the Gratuitous Transfer (Donation) of Property (hereinafter, the Agreement) under the following significant terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is the Russian Federation represented by the Interregional Territorial Administration of the Federal Agency for State Property Management in the Krasnoyarsk Territory, the Republic of Khakassia and the Republic of Tyva.
Subject of the Agreement:
The Donor transfers free of charge, and the Donee takes ownership of the movable property of the hydrometeorological network facilities (Appendix No. 3 to the Minutes) (hereinafter, the Property) for subsequent assignment to the Siberian Department for the Russian Federal Service for Hydrometeorology and Environmental Monitoring as an operational management right.
2.3. Conclusion of the Agreement for the gratuitous transfer of property of the Kora-Ursdonskaya HPP to the Administration of the Dur-Dur rural settlement of the Digorsky district of the Republic of North Ossetia - Alania.
Resolution adopted:
To approve the conclusion of the Agreement for the gratuitous transfer (donation) of the property of the Kora-Ursdonskaya HPP (hereinafter, the Agreement) on the following significant terms and conditions:
Parties to the Agreement:
The Donor is the Company;
The Donee is Dur-Dur rural settlement of Digorsky district of the Republic of North Ossetia - Alania.
Subject of the Agreement:
The donor transfers free of charge, and the Donee takes into ownership the immovable and movable property of the Kora-Ursdonskaya HPP according to the list in accordance with Appendices 4 and 5 to the Minutes (hereinafter, the Property).
Item No. 3: On preliminary approval of decisions on the Company making a transaction related to the alienation or the possibility of alienation of the Company's property constituting fixed assets, intangible assets, construction in progress:
3.1. On approval of the purchase and sale agreement of the upper concrete spillway dam in the ownership of Zagorskaya PSPP-2 JSC for its subsequent dismantling.
Resolution adopted:
As part of the implementation of the construction project of the Zagorskaya PSPP-2 on the Kunya River, approve the conclusion of the Real Estate Purchase and Sale Agreement (hereinafter, the Agreement) on the following significant terms and conditions:
Parties to the Agreement:
The Seller is RusHydro;
The Buyer is Zagorskaya PSPP-2 JSC.
Subject of the Agreement:
The Seller undertakes to transfer to the Buyer, and the Buyer undertakes to accept and pay for the immovable property owned by the Seller, according to Appendix No. 6 to the Minutes.
Price of the Agreement:
The price is determined in accordance with the evaluation report of the independent appraiser No. 199-4 of November 22, 2019 and is indicated in Appendix No. 6 to the Minutes.
Item No. 4: On approval of the annual comprehensive procurement program of RusHydro for 2020.
Resolution adopted:
To approve the annual comprehensive procurement program of RusHydro for 2020 (Appendix No. 7 to the Minutes).
Item No. 5: On approval of the Insurance Protection Program of RusHydro for 2020.
Resolution adopted:
To approve the Insurance Protection Program of RusHydro for 2020 (Appendix No. 8 to the Minutes).
Item No. 6: On considering matters of significance to the Company.
6.1. On the progress of priority projects for the construction of two facilities in the Far East (CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (stage 1)) as of September 30, 2019.
Resolution adopted:
To take note of information on the progress of the priority projects of construction of two facilities in the Far East (TPP in Sovetskaya Gavan, Sakhalin GRES-2 (stage 1)) as of September 30, 2019 (Appendix No. 9 to the Minutes).
6.2. On termination of the Company's participation in the authorized capital of RusHydro International B.V. through its voluntary liquidation.
Resolution adopted:
To exit from RusHydro International B.V. through its voluntary liquidation in accordance with the Program for the Alienation of Non-Core Assets of RusHydro.
Item No. 7: On determining the members of RusHydro's Management Board.
Resolution adopted:
1. To terminate the powers of a member of the Management Board D.I. Rizhinashvili.
2. To define the number of members of the Company's Management Board as 5 persons.
3. Confidential.
About RusHydro
RusHydro Group is the leading producer of renewable energy in Russia. It is Russia's largest generating company and is the fourth in the world with over 400 generating facilities in Russia and Armenia. The Group's total electricity generation capacity including Boguchanskaya HPP is 39.7 GW.
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 the Moscow Stock Exchange. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.
For more information:
Investor Relations Department
Tel. +7 (495) 122 0555 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 RusHydro. You can identify forward looking statements by terms such as "expect," "believe," "anticipate," "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 conditions, our competitive environment, risks associated with operating in Russia, rapid technological and market change in our industries, as well as many other risks specifically related to RusHydro and its operations.
