PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2021

 

Results of the Board of Directors Meeting on May 24, 2021

 

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on May 24, 2021.

 

Resolutions passed on Items of the agenda:

 

Item 1: On Including Candidates into the Voter List for Election into the Company Management and Control Bodies.

Adopted Resolution:

1.                    On the basis of paragraph 7 of Article 53 of Federal Law "On Joint Stock Companies" additionally* include, into the voter list of candidates to be elected into the Board of Directors of the Company at the Annual General Meeting of Company Shareholders on the results of 2020, the following candidates:

 

2.                    On the basis of paragraph 7 of Article 53 of Federal Law "On Joint Stock Companies" include, into the voter list of candidates to be elected into the Internal Audit Commission of the Company at the Annual General Meeting of Company Shareholders on the results of 2020, the candidates as follows:

 

 

* in accordance with resolution of the Board of Directors of the Company dated April 05, 2021 (Minutes No. 324 dated April 06, 2021)

 

 

Item 2: On Preliminary Approval of the Company's Annual Report for 2020.

Adopted Resolution:

To preliminarily approve the RusHydro Annual Report for 2020 as per Schedule 1 to the Minutes and submit it for approval to the Annual General Meeting of Company Shareholders.

 

Item 3: On Preliminary Approval of the Company annual accounting (financial) statements as of 2020 year - end.

Adopted Resolution:

To preliminarily approve the Annual Accounting (Financial) Statements of the Company, for 2020, and recommend the Annual General Meeting of Company Shareholders to adopt the resolution as follows:

"To approve the Annual Accounting (Financial) Statements of the Company, for 2020, which is a part of the materials for the Meeting, posted on the RusHydro corporate website www.rushydro.ru.*"

 

* the expression "materials for the Meeting" shall mean information (materials) to be provided to persons entitled to participate in the annual General Meeting of Company Shareholders on the results of 2020, when preparing for the Meeting.

 

 

Item 4: On recommendations to the Annual General Meeting of Company Shareholders on matters related to the AGM agenda:

Adopted Resolution:

Recommend the Annual General Meeting of Company Shareholders to adopt the resolutions as follows:

1.     To approve Joint Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) as the Auditor of PJSC RusHydro.

 

2.     To approve the Articles of Association of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website www.rushydro.ru*.

 

3.     To approve the Regulation on Payment of Remunerations and Compensations to the Members of the Board of Directors of PJSC RusHydro in the new edition, which is a part of the materials for the Meeting, posted on the RusHydro corporate website www.rushydro.ru*.

 

* the expression "materials for the Meeting" shall mean information (materials) to be provided to persons entitled to participate in the annual General Meeting of Company Shareholders on the results of 2020, when preparing for the Meeting.

 

 

Item 5: On the Matters Related to Convening, Preparing and Holding the Annual General Meeting of Company Shareholders.

5.1. On the Convening of the Annual General Meeting of Company Shareholders.

Adopted Resolution:

1.        To convene the Annual General Meeting of Shareholders of RusHydro 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, 2021.

2.        To approve the date whereon the persons entitled to participate in the Meeting shall be determined (recorded) to be June 05, 2021.
3.        To establish the information (materials) to be provided to persons having the right to take part in the Meeting to be as follows:

the Company's Annual Report for 2020, and a report by the Internal Audit Commission of the Company based on the results of review thereof;

the Annual Accounting (Financial) Statements for 2020, including an Auditor's Report and a report by the Internal Audit Commission of the Company, based on the results of review thereof;

rationalization of the proposed net profit distribution and assessment of its compliance with the dividend policy adopted at the Company, including to the dividend payment and the Company's auxiliaries, with explanations and economic rationalization of the need to allocate a certain part of the net profit to the auxiliaries;

information on shareholder's agreements concluded during the year prior to the date of the Meeting;

report on interested party transactions concluded by the Company in 2020, and a report by the Internal Audit Commission of the Company as to the reliability of the data contained in the above report;

recommendations (stance) of the Board of Directors of the Company concerning an agenda for the Annual General Meeting of Company Shareholders as well as minority opinions of the Board Members as to each agenda item;

information on proposals as to putting items to the agenda of the Annual General Meeting of Shareholders, including information on the persons having proposed each of the items included in the Meeting Agenda;

abstracts of minutes of the Audit Committee under the Board of Directors of the Company, Investment Committee under the Board of Directors of the Company, and HR and Remuneration (Nominations) Committee under the Board of Directors of the Company, concerning the corresponding items considered by the Meeting;

details of candidates to the Board of Directors of the Company, including information on persons the having nominated these candidates, as well as information as per Clause 8 of Schedule 3 to the Regulation on the Information Policy of RusHydro;

details of candidates to the Internal Audit Commission of the Company, including information on the persons having nominated these candidates;

information as to the presence or absence of written consents of the candidates nominated for election into the Board of Directors and the Internal Audit Commission, for being elected into a corresponding body of the Company;

details of the candidacy of the Company Auditor, including information as per Sub-Clause 2 of Clause 3, Schedule 3 to the Regulation on the Information Policy of RusHydro;

information on the corporate activities that have the dividend rights of the shareholders impaired and (or) their shares diluted, details of the judicial orders having established the episodes of the shareholders' use of ways, other than dividends and disposal value, to generate income at the Company's expense;

internal auditing report;

draft resolutions of the Meeting, as to the agenda items.

4. To establish that the persons entitled to take part in the Meeting shall be able to familiarize themselves with the information (materials) for the Meeting at:

• 7 Malaya Dmitrovka Street, Moscow (on business days, from 10:00 to 17:00, local time), tel.: 8-800-333-80-00, ext. 1969; 2204;
• 23/10 Pravdy Street, Moscow, JSC VTB Registrar (on business days, from 10:00 to 17:00, local time), tel.: 8 (800) 200-61-12 (toll-free call, if in Russia);
• 43/1 Dubrovinskogo Street, Krasnoyarsk (on business days, from 10:00 to 17:00, local time), tel.: 8-913-031-71-04;
• on the Company's website: www.rushydro.ru, as well as in the Shareholder's Personal Account on the Registrar's website: http://www.vtbreg.ru, in the Quorum mobile application (for IOS and Android) developed by the Registrar, in the shareholder's online E-voting account: https://www.e-vote.ru/ru.

5. To establish the Internet sites where voting ballots may be remotely registered and filled up, to be as follows: http://www.vtbreg.ru; https://www.e-vote.ru/ru, and the Quorum mobile application (for IOS and Android) developed by the Registrar.
6. To elect Evgeniya Stepanovna Brusenina as the Secretary of the Meeting.
7. To ensure a range of communications with shareholders, concerning the Annual General Meeting of Shareholders and summarizing its results on the corporate website.

 

5.2. On Recognizing Candidates to the Company Board of Directors as Independent.

Adopted Resolution:

1.               Pursuant to the recommendations of the HR and Remunerations (Nominations) Committee under the Board of Directors of the Company (Minutes No. 111), the information be taken into consideration on the results of assessment of the Board candidates' (members') compliance with the independence criteria provided for in Appendix 4 to the Moscow Exchange Listing Rules* (hereinafter, "the Listing Rules").
2.               In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4 to the Listing Rules, be recognized:
   1.        Pavel Sergeevich Grachev as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of relatedness, on the grounds specified in Schedule 2 to the Minutes.
   2.        Maksim Sergeevich Bystrov as Independent Director and an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of relatedness, on the grounds specified in Schedule 3 to the Minutes.
   3.        Vyacheslav Viktorovich Pivovarov as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of relatedness, on the grounds specified in Schedule 4 to the Minutes.
   4.        Aleksandr Viktorovich Shevchuk as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of relatedness, on the grounds specified in Schedule 5 to the Minutes.

 

*Approved by resolution of the Supervisory Board of Moscow Exchange on March 3, 2021 (Minutes No. 20)

 

Schedule 2 to the Minutes

Having assessed the compliance of P. S. Grachev, a member of the Board of Directors of the Company, as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, with the criteria for determining the independency of the Board of Directors members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. _111 dated May 21, 2021) established that P. S. Grachev is not a party related to:

• the Company;
• any substantial Company shareholder;
• Company competitors;
• the state (the Russian Federation, a Russian Federation constituent entity), or any municipal entity.

Based on the results of the assessment, the criteria of P. S. Grachev's relatedness to the Company's substantial counterparty - PJSC FGC UES*, were revealed due to the Company's contractual relations in the field of technological connection of the Company's generating facilities to PJSC FGC UES power grids and due to the contract