PJSC RusHydro: Results of the Board of Directors Meeting on July 29, 2021
Results of the Board of Directors Meeting on July 29, 2021
PJSC RusHydro (HYDR) PJSC RusHydro: Results of the Board of Directors Meeting on July 29, 2021 Dissemination of a Regulatory Announcement that contains inside information according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.
Results of the Board of Directors Meeting on July 29, 2021
PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on July 29, 2021.
Resolutions passed on Items of the agenda:
Item 1: On election of the Chairman of the Board of Directors of the Company. Adopted resolution: Yury Petrovich Trutnev be elected as the Chairman of the Board of Directors of RusHydro.
Item 2: On election of the Deputy Chairman of the Board of Directors of the Company. Adopted resolution: Nikolay Dmitrievich Rogalev be elected as the Deputy Chairman of the Board of Directors of RusHydro.
Item 3: On constitution of committees under the Board of Directors of the Company: 3.1. On constitution of the Audit Committee under the Board of Directors of the Company. Adopted resolution: 1. Into the Audit Committee under the RusHydro Board of Directors, the following be elected:
2. The information be 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 accounting (financial) statements. 3. Vyacheslav Viktorovich Pivovarov be elected as Chairman of the Audit Committee under the RusHydro Board of Directors.
3.2. On constitution of the HR and Remunerations (Nominations) Committee under the Board of Directors of the Company. Adopted resolution: 1. Into the HR and Remunerations (Nominations) Committee under the RusHydro Board of Directors, the following be elected:
2. Pavel Nikolayevich Grachev be elected as Chairman of the HR and Remunerations (Nominations) Committee under the RusHydro Board of Directors.
3.3. 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 be elected:
2. Igor Anatolyevich Zadvornov be elected as Chairman of the Strategy Committee under the RusHydro Board of Directors.
3.4. 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 be determined to be 14 persons. 2. Into the Investment Committee under the RusHydro Board of Directors, the following be elected:
3. Maksim Sergeyevich Bystrov be elected as Chairman of the Investment Committee under the RusHydro Board of Directors.
3.5. 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 be determined to be 8 persons. 2. Into the Far East Power Industry Development Committee under the Board of Directors of the Company, the following be elected:
3. Aleksey Olegovich Chekunkov be elected as Chairman of the Far East Power Industry Development Committee under the RusHydro Board of Directors.
3.6. On constitution of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company. Adopted resolution:
2. Nikolay Dmitriyevich Rogalev be elected as Chairman of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of RusHydro.
The composition of the committees be recognized to be in line with the Board of Directors' goals and the Company objectives, so there is no need to establish new committees. The Company shall ensure that those members of committees under the Board of Directors, who are not considered to be the Company's insiders under Russian law, sign confidentiality agreements in the form set out in the Company's internal documents.
Item 4: On approval of the Activity Plan of the Board of Directors of the Company for 2021 - 2022 Corporate Year. Adopted resolution: The Activity Plan of the Board of Directors of RusHydro for 2021 - 2022 Corporate Year be approved (Schedule No. 1 to the Minutes).
Item 5: On consideration of issues materially important for the Company: 5.1. On authorizing to concurrently hold positions in management bodies of other organizations. Adopted resolution: 1. Concurrently holding by V. V. Khmarin, Chairman of the Management Board - General Director of the Company, of a position in the Supervisory Board of the Scientific and Technical Council of the Unified Energy System be agreed upon. 2. Concurrently holding by S. A. Kirov, member of the Management Board, First Deputy General Director, of a position in the Supervisory Board of Association "Council of Electricity Producers and Strategic Electricity Investors" be agreed upon.
5.2.1. On termination of the Company's participation in other organizations. Adopted resolution: 1. Participation of the Company in JSC Customer for the Construction of Boguchansk Aluminum Smelter (AO Zakazchik stroitelstva Boguchanskogo alyuminievogo zavoda) and JSC Organizer of the Construction of Boguchansk Aluminum Smelter (AO Organizator stroitelstva Boguchanskogo alyuminievogo zavoda) be terminated through their voluntary liquidation.
5.2.2. On determining the Company's (the Company's delegates') stand on the items on agendas of the Company's subsidiaries' management bodies. Adopted resolution: 1. The Company's delegates in the management bodies of
5.3. On determining the Company's (the Company's delegates') stand on the JSC Leningradskaya PSHPP management bodies agenda item: "On consent to a major transaction related to the disposal of a property of Kislogubskaya TPP." Adopted resolution: 1. The Company's delegates be instructed to vote "FOR" the following resolution: Consent be given to a major transaction related to the disposal of property of Kislogubskaya Tidal Power Plant, the book value of which property exceeds 25 percent of the book value of the assets of JSC Leningradskaya PSHPP, with the disposal to be effected in one of the following ways: 1.1. Enter into a sale and purchase agreement through an open auction to be held on an electronic trading platform (hereinafter referred to as the Auction), on the material terms and conditions as follows: Parties to the Sale and Purchase Agreement: The Seller - JSC Leningradskaya PSHPP; The Buyer - the winning bidder of the Auction / the only bidder under the Auction. Subject Matter of the Sale and Purchase Agreement: The Seller shall transfer into the ownership of the Buyer, and the Buyer shall pay for and accept, movable, immovable and other property of Kislogubskaya Tidal Power Plant as listed in Schedules 2 through 4 to the Minutes (hereinafter, the Property). Starting Auction Price: Twenty five million (25,000,000) RUB, VAT included. Price of the Property Sale and Purchase Agreement: To be determined by the Auction results. 1.2. Should the Auction be declared invalid due to the absence of bids, enter into a donation agreement for gratuitous transfer of the Property into the ownership of one of public law entities, on the material terms and conditions as follows: Parties to the Donation Agreement: The Donor - JSC Leningradskaya PSHPP; The Donee - the Murmansk Oblast / municipalities. Subject Matter of the Donation Agreement: The Donor shall transfer the Property into the Donee's ownership, free of charge. 2. The resolution of the Board of Directors dated September 30, 2020 as to Item 3 (Minutes No. 316) be deemed null and void.
5.4. 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 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
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.: | 118930 |
EQS News ID: | 1223146 |
End of Announcement | EQS News Service |
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