DJ PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2021
PJSC RusHydro (HYDR)
PJSC RusHydro: Results of the Board of Directors Meeting on May 24, 2021
25-May-2021 / 16:47 CET/CEST
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.
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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:
Candidate's full Candidate's position
name 1. Maksim Chairman of the Management Board, Association Nonprofit Partnership Council for
Sergeyevich Organizing an Efficient System of Trading at Wholesale and Retail Electricity and
Bystrov Capacity Market
Pavel 2. Sergeyevich Chief Executive Officer, Public Joint-Stock Company Polyus
Grachev 3. Alexey
Vladimirovich Assistant to the Deputy Prime Minister of the Russian Federation Y.I.Borisov
Kozlov 4. Alexey Yurevich
Deputy Head of the Federal Agency for State Property Management
Pavlov 5. Vyacheslav
Viktorovich President, Limited Liability Company Altera Capital
Pivovarov 6. Nikolay
Dmitriyevich Rector, National Research University Moscow Power Engineering Institute (MPEI)
Rogalev 7. Dmitry Head of the Department-Senior Vice-President, VTB Bank (public joint stock company)
Nikolaevich Snesar 8. Pavel
Nikolaevich Deputy Minister of Energy of the Russian Federation
Snikkars 9. Yuriy Petrovich Deputy Prime Minister of the Russian Federation and Presidential Plenipotentiary
Envoy to the Far Eastern Federal District
Trutnev
Natalia Deputy Director of Secretariat of Deputy Prime Minister of the Russian Federation 10. Olegovna Filippova and Presidential Plenipotentiary Envoy to the Far Eastern Federal District Y.P.
Trutnev
Victor Chairman of the Management Board - General Director, Public Joint-Stock Company 11. Viktorovich Federal Hydro-Generating Company - RusHydro
Khmarin
Aleksey 12. Olegovich Minister of the Russian Federation for the development of the Far East and Arctic
Chekunkov
Nikolay 13. Grigoryevich Minister of Energy of the Russian Federation
Shulginov 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:
No Candidate's full name Candidate's position
1. Nataliya Nikolayevna Member of the Internal Audit Commission of Joint-Stock Company Zarubezhneft
Annikova
2. Alexey Vladimirovich Deputy Head of the Department, Ministry of Energy of the Russian Federation
Kulagin
3. Jakub Hadzimuratovich Chief specialist-expert of the Department, Federal Agency for State Property
Malsagov Management
4. Igor Nikolayevich Repin Deputy Executive Director, Association of Professional Investors
5. Ilya Nikolayevich Khazov Head of the Division of the Department, Ministry of Finance of the Russian
Federation
* 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;
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