PJSC RusHydro (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:
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:
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:
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:
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:
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:
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
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.
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ISIN: | US7821834048, RU000A0JPKH7 |
Category Code: | MSCM |
TIDM: | HYDR |
LEI Code: | 2534005TJN9DX4YWVT97 |
OAM Categories: | 2.2. Inside information |
Sequence No.: | 89050 |
EQS News ID: | 1152797 |
End of Announcement | EQS News Service |
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