November 15, 2016. Moscow, Russia.
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY)
announces that the Company's Board of Directors held a meeting in
absentia on November 11, 2016.
***
The Board of Directors commissioned RusHydro’s
representatives in the Board of Directors of JSC ESC RusHydro:
To determine the price of 99.999% share in
the charter capital of LLC Power Retail Company of Bashkortostan
(LLC ESCB) with par value of RUB 50,869,491.30 to be divested by ESC
RusHydro to Inter RAO Capital in the amount of RUB 4,099,959,000.00.
To determine the price of 0.001% share in the
charter capital of LLC ESCB with par value of RUB 508.70 to be
divested by ESC RusHydro to INTER RAO Invest in the amount of RUB
41,000.00.
To approve purchase and sale agreements of
shares in the charter capital of LLC ESCB, qualified as related
transactions and transactions related to divestment of shares of ESC
RusHydro’s subsidiary that sells electricity.
ESC RusHydro share in the charter capital of LLC
ESCB as a result of transactions will decrease from 100% to 0%.
Divestment of LLC ESCB is in line with the updated
Company’s strategy, which envisages efficient sale of a number of
assets, and will allow RusHydro to get additional funds to finance
its priority activities, including implementation of the investment
projects.
***
The Board of Directors reviewed information on
measures aimed at improving efficiency of implementation and control
over major construction of power facilities in the Far East, as well
as measures related to persons responsible for construction of
projects. The Board of Directors approved delegation of powers of
sole executive bodies of JSC Sakhalinskaya CHP-2, JSC TPP in
Sovetskaya Gavan’, JSC Yakutshaya CHP-2 to a management company UC
HydroOGK (wholly owned by RusHydro) and independent exercise of
rights over subsidiaries’ shares by RusHydro.
The Board of Directors commissioned Nikolay
Shulginov, Chairman of the Management Board – General Director of
RusHydro, to return rights over shares that had been transferred in
trust management of PJSC RAO ES East to PJSC RusHydro within two
weeks.
Implementation of these measures will allow
RusHydro to control and manage the construction of generating
facilities in the Far East, and will make JSC UC HydroOGK responsible
for construction and commissioning of projects.
The Board of Directors approved an addendum to
trust management agreement between PJSC RusHydro and PJSC RAO ES
East, qualified as interested party transaction. In accordance with
the addendum RAO ES East should return shares of JSC Sakhalinskaya
CHP-2, JSC TPP in Sovetskaya Gavan’, JSC Yakutshaya CHP-2 to
RusHydro.
***
The Board of Directors commissioned RusHydro’s
representatives in the Annual General Meeting of shareholders of JSC
Sakhalinskaya CHP-2 to approve the increase in the charter capital
and additional issue of 2,016,480,000 ordinary shares of JSC
Sakhalinskaya CHP-2 with par value of RUB 1 per share.
The Board of Directors approved acquisition of
additional shares of JSC Sakhalinskaya CHP-2 by RusHydro and
determined the price of these shares in the amount of up to RUB
2,016,480,000. The price of placement is RUB 1 per share.
The shares are placed through a private
subscription. RusHydro’s share in JSC Sakhalinskaya CHP-2 will
remain unchanged and amount to 100%. The transaction is aimed to
finance the construction of the 1st stage of the
Sakhalinskaya CHP-2.
***
The Board of Directors resolved to make the
amendments to Regulations on procurement of products for RusHydro’s
needs.
***
The Board of Directors commissioned RusHydro’s
representatives in the governing bodies of JSC Zaramagskie HPPs, JSC
ChirkeyGESstroy, JSC Hydroinvest to approve alienation of RusHydro’s
shares in favor of JSC Hydroinvest.
The Board of Directors also resolved to consider
it expedient that RusHydro takes in pledge the following stakes:
13,083,511,503 RusHydro’s ordinary shares
owned by JSC Hydroinvest;
300,507,407 RusHydro’s ordinary shares
purchased from JSC Hydroinvest, JSC Zaramagskie HPPs and JSC
ChirkeyGESstroy;
1,571,912,023 RusHydro’s ordinary shares
owned by LLC Index energetiki – HydroOGK;
566,824 RusHydro’s ordinary shares owned by
LLC EZOP.
The shares are alienated at the weighted average
price determined based on the results of trading during the date of
transaction.
***
The Board of Directors commissioned RusHydro’s
representatives in the governing bodies of JSC Hydroinvest to approve
a share pledge agreement, qualified as major transaction.
In accordance with the agreement, JSC Hydroinvest
pledges to RusHydro up to 13,384,018,910 RusHydro’s ordinary shares
to guarantee its liabilities under a loan agreement. JSC Hydroinvest
secured loan funds from RusHydro in the amount of RUB 250 mn to
finance acquisition of RusHydro’s shares from JSC Zaramagskie HPPs
and JSC ChirkeyGESstroy.
***
The Board of Directors commissioned RusHydro’s
representatives in the Board of Directors of PJSC RAO ES East to
approve the increase in the charter capital of PJSC RAO ES East
through placement of 568,077,321 additional shares with par value of
RUB 0.5 per share.
The shares will be placed through open
subscription. The funds raised through additional issue of shares
will be used to finance the construction of 220 KW electric power
substation in Yakutia.
***
The Board of Directors elected the following 13
members to the Strategy Committee:
Pavel Grachev, Chief Executive Officer,
Managing Company Polyus, Member of the Board of Directors, PJSC
RusHydro.
Igor Zadvornov, Head of Secretariat of Deputy
Chairman of the Government of the Russian Federation-
Plenipotentiary representative of the President of Russia in the Far
Eastern federal district.
Victor Mamin, Advisor to the Minister, Head
of Department of Corporate Governance, Pricing Environment and Audit
in the Energy Industry, Ministry of Energy of Russia.
Nikonov Vasily, Head, Energy Department, PJSC
RosNeft.
Evgeny Olkhovich, Deputy Head, Department for
the State Regulation of Tariffs, Infrastructure Reforms and Energy
Efficiency, Ministry of Economic Development of Russia.
Nikolay Podguzov, Deputy Minister, Ministry
of Economic Development of Russia, Member of the Board of Directors,
PJSC RusHydro.
George Rizhinashvili, Member of the
Management Board, First Deputy General Director, PJSC RusHydro.
Nikolay Rogalev, Rector, Moscow power
engineering institute (MPEI) Federal Research University; Member of
the Board of Directors, PJSC RusHydro
Maxim Rusakov, Member, Management Board,
Head, Department of Competitive Pricing, Not-for-profit Partnership
Market Council.
Pavel Snikkars, Head, Department of Power
Engineering Development, Ministry of Energy of Russia.
Sergei Shishin, Senior Vice-President, VTB
Bank (PJSC), Member of the Board of Directors, PJSC RusHydro.
Andrei Shishkin, Andrey Shishkin,
Vice-President for Energy, Localization and Innovation of PJSC
Rosneft, Member of the Board of Directors, PJSC RusHydro.
Nikolay Shulginov, Chairman of the Management
Board - General Director of PJSC RusHydro, Member of the Board of
Directors, PJSC RusHydro.
The Board of Directors elected Igor Zadvornov as
Head of the Strategy Committee.
***
The Board of Directors terminated powers of Maxim
Zavalko as corporate secretary and elected Natalya Kovaleva as
corporate secretary.
***
The Board of Directors approved a contract of real
estate lease between PJSC RusHydro and PJSC FGC, qualified as
interested party transaction, and determined that the price of the
lease for the entire period of contract (from March 1, 2016 through
January 31, 2017) is RUB 1,742,511 (including VAT of RUB 265,806). In
order to use its 220-500 KW transmission towers, located on
facilities of Zhigulevskaya HPP, PJSC FGC has to lease parts of
hydropower facilities from PJSC RusHydro.
***
The Board of Directors approved termination of
PJSC RusHydro participation in JSC Malaya Dmitrovka and at the same
time approved participation of RusHydro in JSC ServisNedvizhimost
RusHydro (JSC SNRG) via contribution of 100% shares of JSC Malaya
Dmitrovka to its authorized capital.
The Board of Directors commissioned
representatives of PJSC RusHydro in the governing bodies of JSC
Vedeneyev VNIIG to approve related transaction aimed at purchase of
share in JSC SNRG via contribution of JSC Vedeneyev VNIIG in the
charter capital of JSC SNRG.
The transactions are being implemented pursuant to
RusHydro’s concept for establishing a single real estate management
center within the Group.
***
The Board of Directors approved sale and deed of
gift in reference to pieces of real estate (apartments) located in
the town of Talakan, Bureysky district of Amur region. The apartments
were built as a part of construction of the Bureyskaya HPP during the
period from 2000 to 2003 for personnel of the HPP. The property is
included in the list of non-core assets of RusHydro.
***
The Board of Directors approved a standard
collective labor agreement of PJSC RusHydro branch for 2017-2019 and
instructed Nikolay Shulginov, Chairman of the Management Board -
General Director of PJSC RusHydro, to implement signing of collective
labor agreements in branched of RusHydro.
The new edition of
the standard collective labor agreement has been developed in order
to reflect changes in the Russian legislation related to labor
protection and optimization of social costs in the light of
recommendations based on the audit of RusHydro Group costs.
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