Results of the Board of Directors Meeting on April 04, 2022

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on April 04, 2022.

 

Resolutions passed on Items of the agenda:

 

Item 1. On the Matters Related to Convening, Preparing and Holding the Annual General Meeting of RusHydro Shareholders.

Adopted Resolution:

1. To convene the Annual General Meeting of RusHydro Shareholders in the form of absentee voting (hereinafter also referred to as the "Meeting").

To set the deadline for accepting voting ballots to be June 30, 2022.

2. To approve the date whereon the persons entitled to participate in the Meeting shall be determined (recorded) to be June 05, 2022.
3. To determine the deadline for accepting shareholders' proposals on introducing issues into the Meeting agenda, and proposals on nominating candidates for election to the Board of Directors and Internal Audit Commission of RusHydro - not later than 27 days before the Meeting date (the date of the deadline for accepting voting ballots).
4. To instruct the Management Board of the Company to ensure the publication of:
   1.    a notice of the Meeting on the Company's website www.rushydro.ru, with due regard to the peculiarities of holding the Meeting in 2022 (without specifying the agenda of the Meeting).
   2.    the notice of the Meeting published on the Company's website www.rushydro.ru, subject to the requirements set forth in Clause 2 of Article 52 of Federal Law No. 208-FZ "On Joint-Stock Companies" as of December 26, 1995, after consideration by the Board of Directors of the shareholders' proposals on introducing issues into the Meeting agenda.

 

Item 2. On Approval of the Company Internal Documents:

Adopted resolution:

1. To approve the restated Regulation on the Insider Information of RusHydro (Schedule No. 1.1 to the Minutes).
2. To approve the restated Policy of Holding Shares of Rushydro and Shares in Organizations Controlled by Rushydro by Members of the Board of Directors and Members of the Management Board (Schedule No. 1.2 to the Minutes).

 

Adopted resolution:

1.               To amend the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group, approved by the resolution of the Board of Directors of the Company (Minutes No. 340 dated February 24, 2022) as per Schedule No. 2 to the Minutes.
2.               The Chairman of the Management Board - the General Director of the Company shall ensure that the controlled organizations that have joined the Unified Regulation on the Procurement of Products for the Needs of RusHydro Group are notified of the respective amendments within 10 business days from the date of adoption of this resolution.

 

Adopted resolution:

1. To amend the Regulation on Remunerations and Compensations to Members of the RusHydro Management Board approved by the Board of Directors of the Company as of November 11, 2016 (Minutes No. 243 as of November 14, 2016), as amended on February 19, 2019 (Minutes No. 283 as of February 21, 2019) as per Schedule No. 3 to the Minutes.

2. To establish that the amendments specified in clause 1 of this resolution shall apply starting from the date of calculating the annual bonus for the Members of the Management Board of the Company on the basis of performance for 2022.

 

Item 3. On Consideration of Issues of Material Importance for the Company:

Adopted resolution:

To approve the Report on the organization of RusHydro insurance coverage in 2021 as per Schedule No. 4 to the Minutes.

 

Adopted resolution:

To approve the report on the implementation of the RusHydro Annual Integrated Purchasing Program for 2021 as per Schedule No. 5 to the Minutes.

 

Adopted resolution:

To take in consideration as follows:

1. The report on major transactions performed by the Company's Subsidiaries as per Schedule No. 6.1 to the Minutes following the resolutions of the Board of Directors of the Company as of August 29, 2019 (Minutes No. 294) on Item 6.1 and as of June 29, 2020 (Minutes No. 311) on Item 5.6;
2. The report on major transactions performed by the Company's Subsidiaries as per Schedule No. 6.2 to the Minutes following the resolution of the Board of Directors of the Company as of April 14, 2021 (Minutes No. 326) on Item 6.2.

 

 

Adopted resolution:

To take into consideration the results of field inspections by the Minenergo of Russia conducted in 2021, and information on the progress in eliminating violations as of December 31, 2021 as per Schedule No. 8 to the Minutes.

 

 

Adopted resolution:

Due to the withdrawal by the Government of the Russian Federation of the instructions pursuant to which Directives No. 12119p-P13 of the Government of the Russian Federation as of December 25, 2019 were issued, the Resolution of the Board of Directors of the Company as of February 11, 2020 (Minutes No. 304 as of February 12, 2020) on Issue 3.7 "On the Analysis of the Existence or Absence of Major Investment Projects under Implementation or Planned to Be Implemented" shall be invalidated.

 

 

Item 4. On Approval of the Report on the Implementation of the Company's Business Plan for 2021, (including the Report on the Investment Program Implementation, the Complex Modernization Program for Generating Facilities for 2021 inter alia).

Adopted resolution:

To approve the report on the implementation of the Company's Business Plan for 2021, (including the report on the Investment Program Implementation, the Complex Modernization Program for Generating Facilities for 2021 inter alia) as per Schedule No. 9 to the Minutes.

 

Item 5. On Approval of the Report on the Implementation of the Consolidated Business Plan of RusHydro Group for 2021 (including the consolidated Investment Program and the Cost Optimization Plan on the basis of the conducted external independent audit of RusHydro costs including subsidiaries).

Adopted resolution:

To approve the report on the implementation of the Consolidated Business Plan of RusHydro Group for 2021 (including the consolidated Investment Program and the Cost Optimization Plan on the basis of the conducted external independent audit of RusHydro costs including subsidiaries) (as per Schedule No. 10 to the Minutes).

 

Item 6. On Approval of the Report on Reaching Key Performance Indicators by the Company (Members of the Management Board).

6.1. On Approval of the Report on Reaching Key Performance Indicators by the Company (Members of the Management Board).

Adopted resolution:

To approve:

•        the report on reaching annual key performance indicators by Members of the Management Board of the Company for 2021 as per Schedule No. 11.1 to the Minutes;
•        the report on reaching key performance indicators of the RusHydro Long-Term Motivation Program for the third cycle for 2019 - 2021 as per Schedule No. 11.2 to the Minutes.

 

Item 7. On the Draft Consolidated Investment Program of RusHydro Group for 2023 - 2027 and for 2022 (Adjustment), and on the Draft Investment Program of RusHydro for 2023 - 2032 and for 2022 (Adjustment).

Adopted resolution:

1. To take into account the draft consolidated Investment Program of RusHydro Group for 2023-2027 and for 2022 (adjustment) (Appendices Nos. 13.1a, 13.1b, 13.1c, 13.2a, 13.2b, 13.2c, 13.3a, 13.3b, 13.3c and 13.4 to the Minutes) and the sources of their financing (Appendices Nos. 13.5a, 13.5b и 13.5c to the Minutes).

2.     to preliminarily approve the draft Investment Program of RusHydro for 2023-2032 and the draft amendments to RusHydro Investment Program for 2022-2031, approved by order of the Minenergo of Russia No. 26@ as of December 22, 2021 (Appendices Nos. 14a, 14b, 14c, 14d and 14e to the Minutes), in order to ensure the information disclosure pursuant to the Regulation of the Government of the Russian Federation No. 24 as of January 21, 2004 "On Approval of Information Disclosure Standards by the Participants of the Wholesale and Retail Electricity Markets."
3.     To instruct the Management Board to ensure that the approved draft Investment Program of RusHydro for 2023-2032 and the draft amendments to RusHydro Investment Program for 2022-2031 approved by order of the Minenergo of Russia No. 26@ as of December 22, 2021 are submitted to the Minenergo of Russia, pursuant to the procedure established by the Regulation of the Government of the Russian Federation No. 977 as of December 01, 2009 "On Investment Programs of Participants of the Electric Power Industry."

 

Item 8. On Approval of the Report on Conducting the Public Technological and Price Audit of Investment Projects for 2021, Containing Results of the Consolidated Analysis of the Audits and Conclusions Based on the Results of Public and Expert Discussions.

Adopted resolution:

To approve the report on conducting the public technological and price audit of investment projects of the Company for 2021, containing results of the consolidated analysis of the audits and conclusions based on the results of public and expert discussions (as per Schedules Nos. 14.1 and 15.2 to the Minutes).

 

Item 9. On Approval of the List of RusHydro Investment Projects for Conducting a Public Technological and Price Audit in 2022-2023.

Adopted resolution:

To approve the list of investment projects under implementation and planned to be implemented under RusHydro Investment Program for conducting a public technological and price audit in 2022-2023 as per Schedule No. 16 to the Minutes.

 

 

About RusHydro

 

RusHydro is Russia's largest power company by installed capacity. It is the country's largest hydrogenerating company and the third in the world with over 400 generating facilities. RusHydro Group is the leading producer of renewable energy in Russia with total electricity generation capacity of 38.2 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.