22 Jun 2015 08:14
June 22, 2015
Results of the Board of Directors on June 19, 2015
JSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on June 19, 2015.
In accordance with p. 2.11 of Regulations on disclosure of information by the issuers of securities and due to a lack of voting results the Company announces the decisions of the Board of Directors on separate issues of the agenda.
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The Board of Directors approved a guarantee agreement between RusHydro and VTB Bank, qualified as interested party transaction.
In accordance with article 46 of Regulations on disclosure of the details of this transaction will be made available after its implementation in compliance with regulatory requirements of the Russian Federation.
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The Board of Directors approved promissory notes exchange agreements between RusHydro and Sulak HydroCascade, qualified as interrelated interested party transactions, and determined the price limit of these agreements in the amount of RUB 156,000,000.
According to these agreements RusHydro should exchange non-interest bearing promissory notes (notes maker - Sberbank of Russia and/or Gazprombank) for own promissory notes of Sulak HydroCascade.
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The Board of Directors approved an Addendum No. 2 to the agreement No. OG-192-63-2014 of June 2, 2014, between RusHydro and NP Hydropower of Russia, qualified as interested party transaction. The price of the agreement remains unchanged and amounts to RUB 80,001,784.55, incl. VAT in the amount of RUB 12,203,662.05.
The Addendum provides for the following amendments to the Appendix No. 1 of the agreement:
List of Organization Standards (Development Period 2014 - 2015)
No. | Name of Organization Standards |
1 | Operation of HPP. Planning and managing the emergency stock. Methodology guidelines. |
2 | Organizing the management of projects on technical re-equipment and reconstruction of existing hydropower facilities on pre-design and design stages of investment process. |
3 | Hydropower plants. Environment protection. Environmental impact assessment. Methodology guidelines. |
4 | Methodology guidelines on monitoring (controlling) the vibration status of hydropower units equipped with stationary vibration diagnostics systems. |
5 | Assessing the technical (limit) condition of power transformers. |
6 | Systems for automated monitoring and diagnostics of electrical equipment. General technical requirements, standard composition and functions. |
7 | Hydropower plants. Preparing the operational personnel of HPP. Standards and requirements. |
8 | Hydraulic structures of hydroelectric power plants. Methodology recommendations for the implementation of multifactorial studies |
9 | Hydropower plants. Methodologies for assessing the technical condition of main equipment |
10 | Hydropower plants. Organizing operation and maintenance. Standards and requirements. |
11 | Hydropower plants. Extending the life of main equipment in the process of operation. Standards and requirements. |
12 | Hydropower plants. Methodologies for assessing the condition of auxiliary equipment |
13 | HPP and PSHPP. Emergency control system. General technical requirements, standard composition and functions. |
14 | Hydroturbine units. Terms of delivery. Standards and requirements. |
15 | Power transformers of hydroelectric power plants. Organizing operation and maintenance. Standards and requirements. |
16 | Microprocessor relay protection and automatic control equipment of HPP, PSHPP. Organizing operation and maintenance. Volumes, standards and requirements. |
17 | Organizing corporate production asset management system Standards and requirements. |
18 | Hydropower plants. Assessing and forecasting the risks of accidents on hydraulic structures. Standards and requirements. |
19 | Methodology recommendations on designing and applying standard form sheets for repair volumes of equipment, buildings and structures. |
20 | Methodology guidelines on organizing the surveys of hydropower facilities. |
21 | Hydropower plants. Technical examination of buildings and structures, technological systems, main and auxiliary equipment, switchgear, equipment for proprietary and economic needs. Standards and requirements. |
22 | Hydropower plants. Methodology for defining the safety criteria for stated hydraulic structures. |
23 | Hydropower plants. Assuring the quality of works during construction. Standards and requirements. |
24 | Hydropower construction. Engineering surveys when designing area planning schemes and project documentation. Standards and requirements. |
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The Board of Directors approved sale and purchase agreement(s) for non-interest bearing promissory notes of Rosbank in the amount of RUB 261,510,239.57 from VolgaHydro to RusHydro, qualified as interested party transaction(s). RusHydro will pay for the notes within 5 banking days after submission of notification of redemption of promissory notes by VolgaHydro (not until October 1, 2015).
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The Board of Directors approved a guarantee agreement between RusHydro and Peresvet Bank, qualified as interested party transaction.
In accordance with article 46 of Regulations on disclosure of the details of this transaction will be made available after its implementation in compliance with regulatory requirements of the Russian Federation.
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The Board of Directors approved the amended corporate governance Code of RusHydro.
About RusHydro
RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 70 generating facilities in Russia and abroad. The company also manages a number of R&D, engineering and electricity retail companies. Group's thermal assets are operated by subsidiary - RAO Energy System of East in the Far East of Russia. Total electricity generation capacity of the Group is 37.5 GW, heat capacity - 16.2 thousand GCal/h.
Russian Federation owns 66.8% in RusHydro, the rest is held by other institutional and individual shareholders (over 360,000). The company's stock is traded on the MICEX and RTS stock exchanges, and included in MSCI EM и MSCI Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.
For more information:
Investor Relations Department
Tel. +7 (800) 333 8000 ext. 1607, 1319, 1304
ir@rushydro.ru
DISCLAIMER
The information in this press release may contain projections or other forward-looking statements regarding future events or the future financial performance of RusHydro. One can identify forward-looking statements by terms such as "expect," "believe," "anticipate," "plan", "aim", "target", "forecast", "project", "should", "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 and political conditions, our competitive environment, risks associated with operating in Russia and rapid technological and market changes in our industries, as well as many other risks specifically related to RusHydro and its operations.