HYDR.L Regulatory News (HYDR)

 

Results of the Board of Directors Meeting on June 28, 2021

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on June 28, 2021.

 

Resolutions passed on Items of the agenda:

 

Item 1: On approval of report on preliminary results of execution of the business-plan for 2021 including actual results of the first quarter of 2021 (including the report on execution of Investment program including comprehensive modernization program of generating facilities for the first quarter of 2021).

Adopted resolution:

To approve the report on interim performance results of the Company's Business Plan for 2021, taking into account the actual results for Q1 2021 (including the report on the implementation of the Investment Program, including the Complex Modernization Program for Generating Facilities, for Q1 2021) as per Schedule No. 1 to the Minutes.

 

Item 2: On approval of transaction of gratuitous transfer of Company's property.

Adopted resolution:

To approve the signing of the Agreement on gratuitous transfer (donation) of the property (hereinafter - "the Agreement") on the following material terms:

Parties to the Agreement:

The Donor - the Company;

The Donee - municipality - urban district Zeya of the Amur Oblast, represented by the Administration of Zeya.

Subject matter of the Agreement:

The Donor shall gratuitously transfer, and the Donee shall take into municipality ownership the movable and immovable property facilities of the fire-engine house under the list given in Schedule No. 2 to the Minutes.

To approve the signing of the Agreement on gratuitous transfer (donation) of the property (hereinafter - "the Agreement") on the following material terms:

Parties to the Agreement:

The Donor - the Company;

The Donee - municipality - rural settlement Zaragizh of Chereksky municipal district of the Kabardino-Balkar Republic represented by the Local Administration of rural settlement Zaragizh.

Subject matter of the Agreement:

The Donor shall gratuitously transfer, and the Donee shall take into municipality ownership the immovable property facility "Combined bridge - cattle road" (cadastral number 07:05:1500000:386, an area of 147.3 sq.m, purpose: road transport facilities, located at Zaragizhskaya HPP, Chereksky district, Kabardino-Balkar Republic).

 

Item 3: On determining the position of the Company's (Company's representatives) on the agenda of the governing bodies of subsidiaries:

3.1. On Determining the Company (the Company's Delegates) Stand on the LLC SHPPs of Stavropol Krai and Karachay-Cherkessia Management Bodies Agenda Item:

Consent to the major transaction (a series of associated transactions) - agreements for the sale and purchase of property of Ust-Dzhegutinskaya SHPP, an SHPP at the water intake of the Bolshoy Zelenchuk River and Barsuchkovskaya SHPP between LLC SHPPs of Stavropol Krai and Karachay-Cherkessia and RusHydro.

Adopted resolution:

To authorize the Company's delegates in management bodies of LLC SHPPs of Stavropol Krai and Karachay-Cherkessia, when considering the item "Consent to the major transaction (a series of associated transactions) - agreements for the sale and purchase of property of Ust-Dzhegutinskaya SHPP, an SHPP at the water intake of the Bolshoy Zelenchuk River and Barsuchkovskaya SHPP between LLC SHPPs of Stavropol Krai and Karachay-Cherkessia and RusHydro", to vote "For" the resolution to be adopted as follows:

To give consent to the major transaction (a series of associated transactions) - agreements for the sale and purchase of property of Ust-Dzhegutinskaya SHPP, an SHPP at the water intake of the Bolshoy Zelenchuk River and Barsuchkovskaya SHPP between LLC SHPPs of Stavropol Krai and Karachay-Cherkessia and RusHydro (hereinafter, "the Agreements") on the following material terms:

Parties to Agreement:

The Seller - LLC SHPPs of Stavropol Krai and Karachay-Cherkessia;

The Buyer - RusHydro.

Subject matter of Agreement:

The Seller shall transfer into the ownership of the Buyer, and the Buyer shall accept and pay for, the movable, immovable and other property possessed by Ust-Dzhegutinskaya SHPP, an SHPP at the water intake of the Bolshoy Zelenchuk River and Barsuchkovskaya SHPP as set forth in Schedules Nos. 3.1 - 3.10 to the Minutes (hereinafter, "the Property").

 

 

3.2. On Determining the Company (the Company's Delegates) Stand on the LLC Verkhnebalkarskaya SHPP General Shareholders Meeting Agenda Item:

Consent to the major transaction - conclusion of an Agreement for the sale and purchase of property of Verkhnebalkarskaya SHPP.

Adopted resolution:

To authorize the Company's delegates present at the LLC Verkhnebalkarskaya SHPP General Shareholders Meeting, when considering the item "Consent to the major transaction - conclusion of an Agreement for the sale and purchase of property of Verkhnebalkarskaya SHPP", to vote "For" the resolution to be adopted as follows:

To give consent to the major transaction - conclusion of an Agreement for the sale and purchase of property of Verkhnebalkarskaya SHPP (hereinafter, "the Agreement") on the following material terms:

Parties to Agreement:

The Seller - LLC Verkhnebalkarskaya Small SHPP;

The Buyer - RusHydro.

Subject matter of Agreement:

The Seller shall transfer into the ownership of the Buyer, and the Buyer shall accept and pay for, the movable, immovable and other property possessed by Verkhnebalkarskaya SHPP (hereinafter, "the Property") as set forth in Schedules Nos. 4.1 - 4.4 to the Minutes.

 

 

3.3. Confidential.

Adopted Resolution: Confidential.

 

Item 4: On consideration of issues materially important for the Company:

4.1.1. On the consolidation of constructed heat generation facilities of the Far East on the base of JSC FEGC.

Adopted resolution:

To consider appropriate the consolidation the following assets on the base of JSC FEGC through reorganization of the companies that are the owners of the specified assets or through contribution to the authorized capital of JSC FEGC: Blagoveshchenskaya CHPP; CHPP in Sovetskaya Gavan; Vostochnaya CHPP; Trunk heating systems of CHPP in Sovetskaya Gavan (scheme of heat power output). The Management Board of the Company shall initiate the receipt of the directives from the Government of the Russian Federation, required to change the share of the Company's participation in JSC FEGC and terminate the Company's participation in the reorganized companies.

 

4.1.2. On Determining the Company (the Company's Delegates) Stand on the JSC RAO ES of the East Board of Directors Meeting Agenda Item:

Execution of a transaction related to the alienation of property, which purpose of use is the transmission of electric and thermal energy.

Adopted resolution:

To authorize the Company's delegates in the JSC RAO ES of the East Board of Directors, when considering the item "Execution of a transaction related to the alienation of property, which purpose of use is the transmission of electric and thermal energy", to vote "For" the resolution to be adopted as follows:

To approve execution by JSC RAO ES of the East of a transaction related to the alienation of property representing fixed assets, which purpose of use is the transmission of electric and thermal energy, on the following material terms:

Parties to transaction:

The Seller - JSC RAO ES of the East;

The Buyer - JSC CHPP in Sovetskaya Gavan.

Subject matter of transaction:

The Seller shall transfer into the ownership of the Buyer, and the Buyer shall accept and pay for, main heat networks of CHPP in Sovetskaya Gavan (scheme of heat power output) as set forth in Schedule No. 5 to the Minutes (hereinafter, "the Property").

 

 

4.2. On the progress status of priority projects for the construction of facilities in the Far East.

Adopted resolution:

To take into consideration the information on the progress status of priority projects for the construction of facilities in the Far East as of March 31, 2021 (Schedule No. 6 to the Minutes).

 

4.3. Confidential.

Adopted resolution: Confidential.

 

4.4. On development of small-HPP at RusHydro.

Adopted resolution:

To take into consideration the information on development of small-HPP at RusHydro (Schedule No. 7 to the Minutes).

 

4.5. On amending the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group.

Adopted resolution:

To amend the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group, approved by the resolution of the Board of Directors of the Company (Minutes No. 329 dated May 28, 2021) as per Schedule No. 8 to the Minutes. The Chairman of the Management Board - the General Director of the Company shall ensure that the controlled entities that have joined the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group are notified of the respective amendments within 10 business days from the date of adoption of this resolution.

 

4.6. On consideration of the reports on the performance results of the Committees under the Board of Directors of RusHydro, for the 2020-2021 corporate year.

Adopted resolution:

To approve the report on the performance results of the Audit Committee under the Board of Directors of the Company for the 2020-2021 corporate year (Schedule No. 9 to the Minutes). To approve the report on the performance results of the HR and Remunerations (Nominations) Committee under the Board of Directors of the Company for the 2020-2021 corporate year (Schedule No. 10 to the Minutes). To approve the report on the performance results of the Strategy Committee under the Board of Directors of the Company for the 2020-2021 corporate year (Schedule No. 11 to the Minutes). To approve the report on the performance results of the Investments Committee under the Board of Directors of the Company for the 2020-2021 corporate year (Schedule No. 12 to the Minutes). To approve the report on the performance results of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company for the 2020-2021 corporate year (Schedule No. 13 to the Minutes). To approve the report on the performance results of the Far East Power Industry Development Committee under the Board of Directors of the Company for the 2020-2021 corporate year (Schedule No. 14 to the Minutes).

 

 

 

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.