Company Announcements

PJSC RusHydro: Results of the Board of Directors Meeting on July 29, 2021

Source: EQS

PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on July 29, 2021

30-Jul-2021 / 16:14 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 is solely responsible for the content of this announcement.


 

Results of the Board of Directors Meeting on July 29, 2021

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on July 29, 2021.

 

Resolutions passed on Items of the agenda:

 

Item 1: On election of the Chairman of the Board of Directors of the Company.

Adopted resolution:

Yury Petrovich Trutnev be elected as the Chairman of the Board of Directors of RusHydro.

 

Item 2: On election of the Deputy Chairman of the Board of Directors of the Company.

Adopted resolution:

Nikolay Dmitrievich Rogalev be elected as the Deputy Chairman of the Board of Directors of RusHydro.

 

Item 3: On constitution of committees under the Board of Directors of the Company:

3.1. On constitution of the Audit Committee under the Board of Directors of the Company.

Adopted resolution:

1. Into the Audit Committee under the RusHydro Board of Directors, the following be elected:

  1.  

Maksim Sergeyevich Bystrov

Member of the RusHydro Board of Directors, Chairman of the Association "NP Market Council" Management Board.

  1.  

Vyacheslav Viktorovich Pivovarov

Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.

  1.  

Aleksandr Viktorovich Shevchuk

Member of the RusHydro Board of Directors, Executive Director of the Association of Institutional Investors

2. The information be taken into consideration that all members of the Audit Committee under the RusHydro Board of Directors have experience and knowledge in preparation, analysis, evaluation and audit of accounting (financial) statements.

3. Vyacheslav Viktorovich Pivovarov be elected as Chairman of the Audit Committee under the RusHydro Board of Directors.

 

3.2. On constitution of the HR and Remunerations (Nominations) Committee under the Board of Directors of the Company.

Adopted resolution:

1. Into the HR and Remunerations (Nominations) Committee under the RusHydro Board of Directors, the following be elected:

  1.  

Maksim Sergeyevich Bystrov

Member of the RusHydro Board of Directors, Chairman of the Association "NP Market Council" Management Board.

  1.  

Pavel Sergeyevich Grachev

Member of the RusHydro Board of Directors, General Director of PJSC Polyus.

  1.  

Vyacheslav Viktorovich Pivovarov

Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.

2. Pavel Nikolayevich Grachev be elected as Chairman of the HR and Remunerations (Nominations) Committee under the RusHydro Board of Directors.

 

3.3. On constitution of the Strategy Committee under the Board of Directors of the Company.

Adopted resolution:

1. Into the Strategy Committee under the Company Board of Directors, the following be elected:

1.

Igor Anatolyevich Zadvornov

Head of Front Office of the Deputy Chairman of the Government of the Russian Federation - Russian Presidential Plenipotentiary Envoy to the Far Eastern Federal District Yu.P. Trutnev.

2.

Pavel Sergeyevich Grachev

Member of the RusHydro Board of Directors, General Director of PJSC Polyus.

3.

Roman Nikolayevich Berdnikov

Member of the Management Board, First Deputy General Director, RusHydro.

4.

Ilya Igorevich Karpov

Head of the Division for Property Relations and Privatization of Major Organizations, Federal Agency for State Property Management.

5.

Boris Arkadyevich Livshits

Head of Competitive Pricing Development Department, Association "NP Market Council".

6.

Vyacheslav Viktorovich Pivovarov

Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.

7.

Nikolay Dmitriyevich Rogalev

Member of the RusHydro Board of Directors, Rector of the Federal State Budgetary Educational Institution of Higher Education "NIU MEI" (National Research University Moscow Power Engineering Institute).

8.

Dmitry Nikolayevich Snesar

Member of the RusHydro Board of Directors, Head of Department of Market Industry Customer Relations - Senior Vice-President of VTB Bank (PJSC).

9.

Pavel Nikolayevich Snikkars

Member of the RusHydro Board of Directors, Deputy Minister of Energy of the Russian Federation.

10.

Sergey Sergeyevich Terebulin

Deputy General Director for Financial and Corporate Legal Governance of RusHydro.

11.

Natalia Olegovna Filippova

Member of the RusHydro Board of Directors, Deputy Head of Front Office of the Deputy Chairman of the Government of the Russian Federation - Russian Presidential Plenipotentiary Envoy to the Far Eastern Federal District.

12.

Aleksandr Viktorovich

Shevchuk

Member of the RusHydro Board of Directors, Executive Director of the Association of Institutional Investors.

2. Igor Anatolyevich Zadvornov be elected as Chairman of the Strategy Committee under the RusHydro Board of Directors.

 

3.4. On constitution of the Investment Committee under the Board of Directors of the Company.

Adopted resolution:

1. The number of members of the Investment Committee under the Board of Directors be determined to be 14 persons.

2. Into the Investment Committee under the RusHydro Board of Directors, the following be elected:

1.

Maksim Sergeyevich Bystrov

Member of the RusHydro Board of Directors, Chairman of the Association "NP Market Council" Management Board.

2.

Sergey Igorevich Zhuravlev

Vice-President for Government Relations, LLC Management Company Polyus.

3.

Aleksandr Vladimirovich Ilyenko

Member of the Management Board, Director for UES Development Management of JSC SO UES.

4.

Nikolay Igorevich Karpukhin

Member of the Management Board, First Deputy General Director, RusHydro.

5.

Sergey Anatolyevich Kirov

Member of the Management Board, First Deputy General Director, RusHydro.

6.

Elena Anatolyevna Medvedeva

Director of the Department of Operational Management in the Fuel and Energy Complex of the Ministry of Energy of the Russian Federation

7.

Denis Vladimirovich Milyutin

Head of the Fuel and Energy Costs Control Section of the Energy Department, PJSC Rosneft Oil Company

8.

Vyacheslav Viktorovich Pivovarov

Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.

9.

Nikolay Dmitriyevich Rogalev

Member of the RusHydro Board of Directors, Rector of the Federal State Budgetary Educational Institution of Higher Education "NIU MEI" (National Research University Moscow Power Engineering Institute).

10.

Vyacheslav Sergeyevich Skulkin

Deputy Head of the Electric Power Industry Development Department, Minenergo of Russia

11.

Dmitry Nikolayevich Snesar

Member of the RusHydro Board of Directors, Head of Department of Market Industry Customer Relations - Senior Vice-President of VTB Bank (PJSC).

12.

Sergey Sergeyevich Terebulin

Deputy General Director for Financial and Corporate Legal Governance of RusHydro

13.

Natalia Olegovna Filippova

Member of the RusHydro Board of Directors, Deputy Head of Front Office of the Deputy Chairman of the Government of the Russian Federation - Russian Presidential Plenipotentiary Envoy to the Far Eastern Federal District.

14.

Aleksandr Viktorovich Shevchuk

Member of the RusHydro Board of Directors, Executive Director of the Association of Institutional Investors

 3. Maksim Sergeyevich Bystrov be elected as Chairman of the Investment Committee under the RusHydro Board of Directors.

 

3.5. On constitution of the Far East Power Industry Development Committee under the Board of Directors of the Company.

Adopted resolution:

1. The number of members of the Far East Power Industry Development Committee under the Board of Directors be determined to be 8 persons.

2. Into the Far East Power Industry Development Committee under the Board of Directors of the Company, the following be elected:

  1.           

Igor Anatolyevich Zadvornov

Head of Front Office of the Deputy Chairman of the Government of the Russian Federation - Russian Presidential Plenipotentiary Envoy to the Far Eastern Federal District Yu. P. Trutnev

  1.  

Pavel Sergeyevich Grachev

Member of the RusHydro Board of Directors, General Director of PJSC Polyus

  1.  

Roman Nikolayevich Berdnikov

Member of the Management Board, First Deputy General Director, RusHydro

  1.  

Sergey Yuryevich Lebedev

Deputy Chairman of the Management Board of Association "NP Market Council"

  1.  

Andrey Gennadyevich Maksimov

Head of the Electric Power Industry Development Department, Minenergo of Russia

  1.  

Soslan Ruslanovich Abisalov

Director of the Department for Infrastructure Development of the Far East and the Arctic of the Ministry for the Development of the Russian Far East

  1.  

Sergey Sergeyevich Terebulin

Deputy General Director for Financial and Corporate Legal Governance of RusHydro

  1.  

Aleksey Olegovich Chekunkov

Member of the RusHydro Board of Directors, Minister for the Development of the Far East and the Arctic of the Russian Federation

3. Aleksey Olegovich Chekunkov be elected as Chairman of the Far East Power Industry Development Committee under the RusHydro Board of Directors.

 

3.6. On constitution of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company.

Adopted resolution:

  1. Into the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company, the following be elected:
  1.  

Oleg Gennadyevich Barkin

Member of the Management Board - Deputy Chairman of the Management Board of Association "NP Market Council".

  1.  

Roman Nikolayevich Berdnikov

Member of the Management Board, First Deputy General Director, RusHydro.

  1.  

Yuriy Mikhaylovich Vishnevskiy

Deputy Director for UES Operations Control of JSC SO UES.

  1.  

Sergey Igorevich Zhuravlev

Vice-President for Government Relations, LLC Management Company Polyus.

  1.  

Sergey Borisovich Kondratyev

General Director of PJSC Kamchatskenergo

  1.  

Elena Anatolyevna Medvedeva

Director of the Department of Operational Management in the Fuel and Energy Complex of the Ministry of Energy of the Russian Federation

  1.  

Nikolay Dmitriyevich Rogalev

Member of the RusHydro Board of Directors, Rector of the Federal State Budgetary Educational Institution of Higher Education "MEI" (Moscow Power Engineering Institute).

  1.  

Mikhail Petrovich Fedorov

Chairman of the RusHydro Science and Technology Council.

2. Nikolay Dmitriyevich Rogalev be elected as Chairman of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of RusHydro.

 

The composition of the committees be recognized to be in line with the Board of Directors' goals and the Company objectives, so there is no need to establish new committees.

The Company shall ensure that those members of committees under the Board of Directors, who are not considered to be the Company's insiders under Russian law, sign confidentiality agreements in the form set out in the Company's internal documents.

 

 

Item 4: On approval of the Activity Plan of the Board of Directors of the Company for 2021 - 2022 Corporate Year.

Adopted resolution:

The Activity Plan of the Board of Directors of RusHydro for 2021 - 2022 Corporate Year be approved (Schedule No. 1 to the Minutes).

 

Item 5: On consideration of issues materially important for the Company:

5.1. On authorizing to concurrently hold positions in management bodies of other organizations.

Adopted resolution:

1. Concurrently holding by V. V. Khmarin, Chairman of the Management Board - General Director of the Company, of a position in the Supervisory Board of the Scientific and Technical Council of the Unified Energy System be agreed upon.

2. Concurrently holding by S. A. Kirov, member of the Management Board, First Deputy General Director, of a position in the Supervisory Board of Association "Council of Electricity Producers and Strategic Electricity Investors" be agreed upon.

 

5.2.1. On termination of the Company's participation in other organizations.

Adopted resolution:

1. Participation of the Company in JSC Customer for the Construction of Boguchansk Aluminum Smelter (AO Zakazchik stroitelstva Boguchanskogo alyuminievogo zavoda) and JSC Organizer of the Construction of Boguchansk Aluminum Smelter (AO Organizator stroitelstva Boguchanskogo alyuminievogo zavoda) be terminated through their voluntary liquidation.

 

5.2.2. On determining the Company's (the Company's delegates') stand on the items on agendas of the Company's subsidiaries' management bodies.

Adopted resolution:

1. The Company's delegates in the management bodies of
JSC Customer for the Construction of Boguchansk Aluminum Smelter (AO Zakazchik stroitelstva Boguchanskogo alyuminievogo zavoda) be instructed to vote "FOR" in adopting a resolution to liquidate JSC Customer for the Construction of Boguchansk Aluminum Smelter (AO Zakazchik stroitelstva Boguchanskogo alyuminievogo zavoda) as well as in adopting other resolutions associated with the liquidation of JSC Customer for the Construction of Boguchansk Aluminum Smelter (AO Zakazchik stroitelstva Boguchanskogo alyuminievogo zavoda), as considered by the management bodies in accordance with Articles 61 through 64 of the Civil Code of the Russian Federation and Articles 21 through 24 of Federal Law No. 208-FZ of December 26, 1995 "On Joint Stock Companies."

 

 

5.3. On determining the Company's (the Company's delegates') stand on the JSC Leningradskaya PSHPP management bodies agenda item: "On consent to a major transaction related to the disposal of a property of Kislogubskaya TPP."

Adopted resolution:

1. The Company's delegates be instructed to vote "FOR" the following resolution:

Consent be given to a major transaction related to the disposal of property of Kislogubskaya Tidal Power Plant, the book value of which property exceeds 25 percent of the book value of the assets of JSC Leningradskaya PSHPP, with the disposal to be effected in one of the following ways:

1.1. Enter into a sale and purchase agreement through an open auction to be held on an electronic trading platform (hereinafter referred to as the Auction), on the material terms and conditions as follows:

Parties to the Sale and Purchase Agreement:

The Seller - JSC Leningradskaya PSHPP;

The Buyer - the winning bidder of the Auction / the only bidder under the Auction.

Subject Matter of the Sale and Purchase Agreement:

The Seller shall transfer into the ownership of the Buyer, and the Buyer shall pay for and accept, movable, immovable and other property of Kislogubskaya Tidal Power Plant as listed in Schedules 2 through 4 to the Minutes (hereinafter, the Property).

Starting Auction Price:

Twenty five million (25,000,000) RUB, VAT included.

Price of the Property Sale and Purchase Agreement:

To be determined by the Auction results.

1.2. Should the Auction be declared invalid due to the absence of bids, enter into a donation agreement for gratuitous transfer of the Property into the ownership of one of public law entities, on the material terms and conditions as follows:

Parties to the Donation Agreement:

The Donor - JSC Leningradskaya PSHPP;

The Donee - the Murmansk Oblast / municipalities.

Subject Matter of the Donation Agreement:

The Donor shall transfer the Property into the Donee's ownership, free of charge.

2. The resolution of the Board of Directors dated September 30, 2020 as to Item 3 (Minutes No. 316) be deemed null and void.

 

5.4. Confidential.

Adopted resolution: Confidential.

 

 

 

About RusHydro

RusHydro Group is the leading producer of renewable energy in Russia. It is Russia's largest generating company and is the third hydropower company in the world with over 400 generating facilities. The Group's total electricity generation capacity including Boguchanskaya HPP is 38.0 GW.

 

For more information:

Investor Relations Department

Tel. +7 (495) 122 0555 ext. 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.

 

 

 



ISIN: US7821834048, RU000A0JPKH7
Category Code: MSCM
TIDM: HYDR
LEI Code: 2534005TJN9DX4YWVT97
OAM Categories: 2.2. Inside information
Sequence No.: 118930
EQS News ID: 1223146

 
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