Results of the Board of Directors Meeting on October 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 October 29, 2021.

 

Resolutions passed on Items of the agenda:

 

Item 1: On approval of the report on interim performance results of the Company's Business Plan for 2021, taking into account the actual results for H1 2021 (inter alia, the report on the Investment Program implementation, including the Complex Modernization Program for Generating Facilities, for H1 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 H1 2021 (including the report on the Investment Program implementation, including the Complex Modernization Program for Generating Facilities, for H1 2021) (Schedule 1 to the Minutes).

 

Item 2: On determining the position of the Company's (Company's representatives) on the agenda of the Board of Directors of JSC FEGC:

Conclusion of the transaction by JSC FEGC - execution of the Agreement with PJSC RusHydro on sale of the property, constituting fixed assets, with the purpose of production, transfer and distribution of electric energy and heat.

Adopted resolution:

Instruct the Company's Delegate in the JSC FEGC Board of Directors on the issue "On conclusion of the transaction by JSC FEGC - execution of the Agreement with PJSC RusHydro on sale of the property, constituting fixed assets, with the purpose of production, transfer and distribution of electric energy and heat"

"Approve completion of the transaction by JSC FEGC - conclusion of the transaction by JSC FEGC - execution of the Agreement with PJSC RusHydro on sale of the property, constituting fixed assets with the purpose of production, transfer and distribution of electric energy and heat (hereinafter referred to as the Agreement), on the following material terms:

Parties to Agreement:

Seller - JSC FEGC;

Buyer - PJSC 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 (hereinafter - the Property) as set forth in Schedules Nos. 2.1 - 2.2 to the Minutes.

The maximum price of the Agreement (Property):

410,217,731 (Four hundred ten million two hundred seventeen thousand seven hundred thirty one) rubles 40 kopecks, in addition, VAT is calculated additionally at the rate established by Art. 164 of the Tax Code of the Russian Federation".

 

Item 3: On constitution of the Strategy Committee under the Board of Directors of the Company.

Adopted resolution:

1.   Determine the members of the Committee under the Board of Directors of the Company being 13 people.
2.   Elect Yury Sergeevich Lyubimov, Member of the Executive Board, the First Deputy Director General as a member of the Strategy Committee under the Board of Directors of the Company.

 

Item 4: On the review of the report on the functioning, the results of the assessment of corporate governance practices and the results of the assessment of the Board of Directors of the Company.

Adopted resolution:

Take in consideration the results of the external and internal assessment of the Company's corporate governance practices, the results of the external assessment of the Board of Directors of the Company, as well as the key areas for further improvement of corporate governance and the work of the Board of Directors of the Company, as per the Schedule No. 3 to the Minutes.

 

Item 5: On consideration of issues of material significance for the Company.

5.1.  5.1. Cancellation of the decision of the Board of Directors of the Company dated April 29, 2015 (minutes No. 215 dated May 5, 2015) on clause 2 issue 5 "Annual analysis of the results of establishing a single Treasury of the RusHydro Group".

Adopted resolution:

In view of removing the instructions from control  pursuant to which the directives of the Government of the Russian Federation No. 5110p-P13 dated August 8, 2014 and No. 1796p-P13 dated March 26, 2015 were issued, the resolution of the Board of Directors of the Company dated April 29, 2015 (minutes No. 215 dated May 5, 2015) on clause 2 issue 5 "Annual analysis of the results of establishing a single Treasury of the RusHydro Group" shall be recognized as invalidated.

 

5.2. Confidential.

Adopted resolution: Confidential.

 

5.3.  5.3. Amendment of key performance indicators of the RusHydro Management Board Members.

Adopted resolution:

1. The following be approved:

•   The list of annual key performance indicators of the RusHydro Management Board Members for 2021 in a new revision as per the Schedule No. 5.1 to the Minutes (hereinafter referred to as the List);
•   amendments in the Target Values of the annual key performance indicators of the Company's Management Board Members for 2021 in terms of the KPI "Integral Innovative KPI" in accordance with the Schedule No. 5.2 to the Minutes (hereinafter referred to as the amendments in the Target Values);
•   amendments in the Methodology for Calculating and Assessing the annual key performance indicators of the RusHydro Management Board Members in terms of the KPI "Integral Innovative KPI" in accordance with the Schedule No. 5.3 to the Minutes (hereinafter referred to as the amendments in the Methodology).

2. Establish that the List, Amendments in Target Values and Amendments in the Methodology apply from January 1, 2021.
3. Make amendments to the Target Values of performance indicators of the third cycle Program for long-term motivation of the Company for 2019-2021, Target Values of performance indicators of the fourth cycle Program for long-term motivation of the Company for 2020-2022, Target Values of performance indicators of the fifth cycle Program for long-term motivation of the Company for 2021- 2023, excluding clause 2.
4. Make amendments to the Methodology for Calculating and Assessing Key Performance Indicators of the RusHydro Long-Term Motivation Program, excluding clause 2.2.

 

5.4.  5.4. Approval of the Digital Transformation Strategy of RusHydro Group.

Adopted resolution:

Approve the Digital Transformation Strategy of the RusHydro Group for the period of 2021 - 2024 with an outlook for 2030 (Schedule No. 6 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.