HYDR.L Regulatory News (HYDR)

 

Results of the Board of Directors Meeting on December 02, 2020

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on December 02, 2020.

 

Resolutions passed on Items of the agenda:

 

Item 1: On Constitution of Committees under the Board of Directors of the Company.

1.1.  On Constitution of the Audit Committee under the Board of Directors of the Company.

Adopted Resolution:

Into the Audit Committee under the RusHydro Board of Directors, the following are elected:

	Maksim Sergeyevich Bystrov	Member of the RusHydro Board of Directors, Chairman of the Association "NP Market Council" Management Board.
	Pavel Sergeyevich Grachev	Member of the RusHydro Board of Directors, General Director of PJSC Polyus.
	Vyacheslav Viktorovich Pivovarov	Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.

2. The information is 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 the accounting (financial) statements.

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

 

1.2. On Constitution of the HR and Remunerations (Nominations) Committee under the Board of Directors of the Company.

Adopted Resolution:

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

	Maksim Sergeyevich Bystrov	Member of the RusHydro Board of Directors, Chairman of the Association "NP Market Council" Management Board.
	Pavel Sergeyevich Grachev	Member of the RusHydro Board of Directors, General Director of PJSC Polyus.
	Vyacheslav Viktorovich Pivovarov	Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.

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

 

1.3. 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 are elected:

1.	Pavel Sergeyevich Grachev	Member of the RusHydro Board of Directors, General Director of PJSC Polyus.
2.	Lev Vladimirovich Kuznetsov	Member of the RusHydro Board of Directors, General Director of LLC Management Company "Intergeo".
3.	Vyacheslav Viktorovich Pivovarov	Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.
4.	Nikolay Dmitriyevich Rogalev	Member of the RusHydro Board of Directors, Rector of Federal State Budgetary Educational Institution of Higher Education "NIU MEI" (National Research University Moscow Power Engineering Institute).
5.	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).
6.	Roman Nikolayevich Berdnikov	Deputy General Director for Strategy, Innovations and Future Development, RusHydro.
7.	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.
8.	Andrey Valentinovich Kazachenkov	Member of the Management Board, First Deputy General Director, RusHydro.
9.	Ilya Igorevich Karpov	Head of the Division for Property Relations and Privatization of Major Organizations, Federal Agency for State Property Management.
10.	Boris Arkadyevich Livshits	Deputy Head of Competitive Pricing Development Department, Association "NP Market Council".
11.	Vasiliy Vladislavovich Nikonov	Head of Energy Department, PJSC Rosneft Oil Company.
12.	Pavel Nikolayevich Snikkars	Deputy Minister of Energy of Russia.

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

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

 

1.4.  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 is determined to be 12 persons.

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

1.	Maksim Sergeyevich Bystrov	Member of the RusHydro Board of Directors, Chairman of the Management Board of Association "NP Market Council".
2.	Lev Vladimirovich Kuznetsov	Member of the RusHydro Board of Directors, General Director of LLC Management Company "Intergeo".
3.	Vyacheslav Viktorovich Pivovarov	Member of the RusHydro Board of Directors, President (CEO) of LLC Altera Capital.
4.	Nikolay Dmitriyevich Rogalev	Member of the RusHydro Board of Directors, Rector of Federal State Budgetary Educational Institution of Higher Education "NIU MEI" (National Research University Moscow Power Engineering Institute).
5.	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).
6.	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.
7.	Sergey Igorevich Zhuravlev	Vice-President for Government Relations, LLC Management Company Polyus.
8.	Aleksandr Vladimirovich Ilyenko	Member of the Management Board, Director for UES Development Management of JSC SO UES.
9.	Andrey Valentinovich Kazachenkov	Member of the Management Board, First Deputy General Director, RusHydro.
10.	Sergey Anatolyevich Kirov	Member of the Management Board, First Deputy General Director, RusHydro.
11.	Denis Vladimirovich Milyutin	Head of the Fuel and Energy Costs Control Section of the Energy Department, PJSC Rosneft Oil Company.
12.	Andrey Yevgenyevich Chulkin	Project Director of the Directorate "Analytical Centre of Fuel and Energy Sector 'FSBI REA' " of the Ministry of Energy of Russia.

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

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

 

1.5.  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 is determined to be 10 persons.

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

	Pavel Sergeyevich Grachev	Member of the RusHydro Board of Directors, General Director of PJSC Polyus.
	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.
	Dmitry Stanislavovich Bulgakov	Deputy Head of the Directorate "Analytical Centre of Fuel and Energy Sector 'FSBI REA' " of the Ministry of Energy of Russia.
	Roman Nikolayevich Berdnikov	Deputy General Director for Strategy, Innovations and Future Development, RusHydro.
	Sergey Vyacheslavovich Vasilyev	Member of the Management Board, Deputy General Director - Head of Far East Division of RusHydro.
	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.
	Andrey Valentinovich Kazachenkov	Member of the Management Board, First Deputy General Director, RusHydro.
	Sergey Yuryevich Lebedev	Deputy Chairman of the Management Board of Association "NP Market Council".
	Vasiliy Nikolayevich Nagibin	Deputy Minister for the Development of the Far East and the Arctic of the Russian Federation.
	Denis Viktorovich Pilenieks	Deputy Director for UES Development Management of JSC SO UES.

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

4. The Company shall ensure that members of the Far East Power Industry Development Committee under the Board of Directors who are not considered to be the Company's insiders under Russian law, conclude confidentiality agreements in the form set out in the Company's internal documents.

 

1.6. On Constitution of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company.

Adopted Resolution:

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

	Nikolay Dmitriyevich Rogalev	Member of the RusHydro Board of Directors, Rector of Federal State Budgetary Educational Institution of Higher Education "MEI" (Moscow Power Engineering Institute).
	Oleg Gennadyevich Barkin	Member of the Management Board - Deputy Chairman of the Management Board of Association "NP Market Council".
	Roman Nikolayevich Berdnikov	Deputy General Director for Strategy, Innovations and Future Development, RusHydro.
	Sergey Vyacheslavovich Vasilyev	Member of the Management Board, Deputy General Director - Head of Far East Division of RusHydro.
	Yuriy Mikhaylovich Vishnevskiy	Deputy Director for UES Operations Control of JSC SO UES.
	Sergey Igorevich Zhuravlev	Vice-President for Government Relations, LLC Management Company Polyus.
	Aleksandr Nikolayevich Faustov	Deputy Chief Engineer, RusHydro.
	Aleksandr Nikolayevich Fedorov	Deputy Director of the Department of Operational Control and Management in the Electric Power Industry of the Ministry of Energy of Russia.
	Mikhail Petrovich Fedorov	Chairman of the RusHydro Science and Technology Council.

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

3. The Company shall ensure that members of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors who are not considered to be the Company's insiders under Russian law, conclude confidentiality agreements in the form set out in the Company's internal documents.

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

 

Item 2: On Approval of the Activity Plan of the Board of Directors of the Company, for 2020 - 2021 Corporate Year.

Adopted Resolution:

1. The Activity Plan of the Board of Directors of the Company, for 2020 - 2021 Corporate Year, is approved (Schedule No. 1 to the Minutes).

2. As part of the regular in-person meeting of the Company's Board of Directors, the activity plan of the Board of Directors shall be reviewed and supplemented with strategic initiatives for the Far East power industry development.

 

Item 3: On Approval of the Company Insurance Coverage Program for 2021.

Adopted Resolution:

The Company Insurance Coverage Program for 2021 is approved (Schedule No. 2 to the Minutes).

 

Item 4: On Approval of the Report on Interim Performance Results of the Company's Business Plan for 2020, Taking into Account the Actual Results for 9 Months of 2020 (inter alia, the Report on the Investment Program Implementation, Including the Complex Modernization Program for Generating Facilities, for 9 Months of 2020).

Adopted Resolution:

The report on interim performance results of the Company's Business Plan for 2020, taking into account the actual results for 9 months of 2020 (including the report on the Investment Program implementation, including the Complex Modernization Program for Generating Facilities, for 9 months of 2020) is approved (Schedule No. 3 to the Minutes).

 

Item 5: On Approval of the Report on Progress of the Action Plan for the Company Non-core Assets Sale for 9 months of 2020.

Adopted Resolution:

The Report on Progress of the Action Plan for the RusHydro Non-Core Assets Sale for 9 months of 2020 is approved (Schedule No. 4 to the Minutes).

 

Item 6: On Consideration of Issues of Material Importance for the Company:

6.1. On Measures to Refinance Debt Level of the Companies Belonging to the RAO ES of the East Holding.

Adopted Resolution:

1. In order to optimize the terms and conditions of the Non-Deliverable Forward Contract (hereinafter referred to as the "Forward") concluded between the Company and VTB Bank (PJSC) in respect of Fifty-five billion (55,000,000,000) ordinary shares of the Company and formalized through the Non-Deliverable Equity Forward Transaction Confirmation dated March 03, 2017 (hereinafter referred to as the "Confirmation") in accordance with the General Agreement on Forward Transactions on Financial Markets dated March 03, 2017, the conclusion of a Supplementary Agreement to the Confirmation is approved to provide for the following amendments to be made to the Forward terms and conditions:

in Sub-Clause (e) of Clause 3, the condition "Intermediate Payments by the Party B" shall be restated in the wording as follows:

"The Party B shall pay the amounts of the Intermediate Payment on the Payment Dates set for the Intermediate Payment, in the manner set forth in this Sub-Clause.

The amount of Dividends received by the Party A for each fiscal year (except for the Dividends the distribution whereof shall be subject to a resolution to be adopted at the Annual General Meeting of Shareholders of the Party B for the reporting year 2019) will reduce the amounts of Intermediate Payments on the Intermediate Payment Due Dates coming not earlier than ninety-three (93) days after receipt of the respective Dividend amount by the Party A.

The amount of the Dividends the distribution whereof shall be subject to a resolution to be adopted at the Annual General Meeting of Shareholders of the Party B for the reporting year 2019, where this amount has been credited to the account of the Party A, will reduce the amounts of Intermediate Payments on the Intermediate Payment Due Dates falling on December 3, 2020 or later, but not earlier than the day of the actual receipt of the respective Dividend amount by the Party A.

2. This resolution is considered as approval of the Supplementary Agreement in accordance with Sub-Clause 25 of Clause 12.1 of the Company's Articles of Association.

 

6.2. 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 fourth in the world with over 400 generating facilities. The Group's total electricity generation capacity including Boguchanskaya HPP is 38 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.