25 Jun 2018 08:00
Results of the Board of Directors Meeting on June 21, 2018
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The information contained herein does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities of PJSC "RusHydro" (the "Company" and the "Shares", as applicable) or rights to subscribe for Shares in the United States or to any person in any other jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, is not for distribution in Australia, Canada or Japan.
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PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in joint attendance on June 21, 2018.
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Content of the resolutions adopted by the Issuer's Board of Directors:
Item No. 1: On matters related to the implementation of the investment project "Construction of two single-circuit overhead lines 110 kV Pevek-Bilibino (construction phase No. 1)."
1.1. On the progress of implementation of the investment project "Construction of two single-circuit overhead lines 110 kV Pevek-Bilibino (construction phase No. 1)."
Resolution:
1. To take into account information on the progress of implementation of the investment project "Construction of two single-circuit OHLs 110 kV Pevek-Bilibino" (construction phase No. 1) (hereinafter, the "Project") and on the progress of financing of the Project at the cost of funds from the federal budget (RUB 13 billion) and, partially, at the cost of the Company's own funds (up to RUB 5 billion) (Appendix No. 1 hereto).
2. To order the Chairman of the Management Board and General Director of the Company, N. G. Shulginov, to keep the Project name unchanged in the design documentation.
1.2. On determining the price of placement of additional shares of the Company.
Resolution:
To set the offering price of additional shares of the Company (inter alia, upon exercising the pre-emptive right to acquire additional shares) in the amount of one (1) ruble for one (1) additional registered ordinary uncertified share.
1.3. On increasing the authorized capital of the Company by placing additional shares within the number of declared shares.
Resolution:
To increase the authorized capital of RusHydro by way of placing additional registered ordinary uncertified shares in the amount of 14,013,888,828 shares with a par value of 1 ruble each, for a total amount (at par value) of RUB 14,013,888,828 on the following conditions:
placement method: open subscription;
offering price of additional shares of RusHydro (inter alia, upon exercising the pre-emptive right to acquire additional shares): one (1) ruble 00 kopecks for one (1) additional registered ordinary uncertified share;
form and procedure of payment for additional shares: shares shall be paid for with money in Russian rubles, in non-cash form.
1.4. On approval of the Decision on the additional issue of securities.
Resolution:
To approve the Decision on the additional issue of securities of RusHydro (registered ordinary uncertified shares) in accordance with Appendix No. 2 hereto.
1.5. On approval of the Securities Prospectus.
Resolution:
To approve the Prospectus for the Securities of RusHydro (registered ordinary uncertified shares) in accordance with Appendix No. 3 hereto.
Item No. 2: On the participation of the Company in other organizations: Participation of the Company in the authorized capital of Chukotenergo JSC by means of the acquisition of additional registered ordinary uncertified shares of Chukotenergo JSC.
Resolution:
To postpone the matter to a later date.
Item No. 3: On approval of the report on the functioning and the results of internal assessment of the corporate system of internal control and risk management.
Resolution:
To approve the report on the functioning and the results of internal assessment of the corporate system of internal control and risk management.
Item No. 4: On the results of an independent evaluation of the activities of the Board of Directors of RusHydro.
Resolution:
To take into account the results of independent evaluation of the activity of the RusHydro Board of Directors (Appendix No. 4 hereto).
About RusHydro
RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 70 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 39.0 GW, heat capacity - 16.2 thousand GCal/h.
Russian Federation owns 60.6% 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 (495) 225 3232 ext. 1607, 1319, 1304
ir@rushydro.ru