RCS - PJSC Inter RAO UES - Results of the Board of Directors Meeting
Results of the Board of Directors meeting of Inter RAO
Moscow, March 17, 2021 - Public Joint Stock Company "Inter RAO UES" ("Inter RAO", "Company", ticker on MOEX: IRAO), the largest diversified utilities holding in Russia, announces the results of the Board of Directors meeting of Inter RAO ("Board of Directors") held on March 16, 2021 by absentee voting.
The Board of Directors considered and adopted the following resolutions:
- Approval of the report on execution of the business plan of Inter RAO and Inter RAO Group for 2020.
It is resolved to:
1.1. Approve the report on execution of the business plan of Inter RAO Group for 2020.
1.2. In order to summarize the work of the management of the Company for the reporting period take into account the objectivity of the current impact on the key indicators of the business plan (EBITDA, CFO, ROE) factors beyond the control of management, such as:
- decrease of the volume and structure of electricity consumption;
- reduction of the prices on domestic and foreign electricity markets;
- decisions of regulatory authorities, including restrictive measures.
- Convocation of Annual General Meeting of Shareholders of Company.
It is resolved to:
2.1. Convoke the Annual General Shareholders Meeting of Inter RAO in the form of absentee voting.
2.2. Determine May 25th, 2021 as the date of the Annual General Shareholders Meeting of Inter RAO.
2.3. Determine the final date for receiving voting ballots - May 25th, 2021.
2.4. Determine that when determining the quorum and summing up the voting results at the Annual General Shareholders Meeting of Inter RAO, the votes of shareholders whose voting ballots have been received or whose voting electronic ballots has been completed no later than May 24, 2021.
2.5. Determine April 30th, 2021 as the record date for compiling the list of persons entitled to participate in the Annual General Shareholders Meeting of Inter RAO.
2.6. Determine the following agenda of the Annual General Shareholders Meeting of Inter RAO:
1. Approval of the Company's annual report.
2. Approval of the Company's accounting (financial) statements.
3. Distribution of the Company's profits and losses. Distribution of profit (including payment (declaration) of dividends) and losses of Inter RAO based on the results of the 2020 reporting year.
4. Approval of the revised version of Regulations on the Board of Directors of Inter RAO.
5. Payment of remuneration to the members of the Company's Board of Directors.
6. Payment of remuneration to the members of the Company's Revision Commission.
7. Election of members of the Company's Board of Directors.
8. Election of members of the Company's Revision Commission.
9. Approval of the Company's auditor.
2.7. Determine that holders of ordinary registered shares of the Company are entitled to vote on all issues of agenda of the Annual General Shareholders Meeting, with the exception of restrictions established by law.
2.8. Determine the form and the text of the voting ballots for the Company's Annual General Shareholders Meeting and wordings of decisions on issues of agenda of the Annual General Shareholders Meeting, which are sent in electronic form (in the form of electronic documents) to the nominal holders of shares registered in the register of shareholders of the Company.
Determine that, in accordance with clause 10.6 of the Company's Charter, a voting ballot containing an electronic ballot file in the form of an attachment shall be sent in the form of an electronic message to the e-mail address of a registered person specified in the register of shareholders of the Company. If there is no e-mail address of this person in the profile of a registered person in the register of shareholders of the Company, the voting ballot shall be sent by a non-registered letter to the address indicated in the list of persons entitled to participate in the Annual General Shareholders Meeting, no later than May 4th, 2021.
2.9. Determine that the completed voting ballots shall be sent to the following addresses:
- PO Box 54, Moscow, 127137 Russian Federation, JSC VTB Registrar;
- 27/2 Bolshaya Pirogovskaya St., Moscow, 119435 Russian Federation, PJSC Inter RAO.
2.10. Determine the address of the Internet website at which persons entitled to participate in the Annual General Shareholders Meeting will be given the opportunity to complete an electronic form of voting ballots: https://www.interrao.ru/en/agm2021 (via electronic services provided by JSC VTB Registrar (Personal account of the shareholder, mobile application "Quorum") and National Settlement Depository (NSD) ("E-voting" service).
2.10.1. Shareholders wishing to exercise their right to cast a vote at the Annual General Shareholders Meeting by completing the electronic voting ballot via electronic services provided by JSC VTB Registrar (Personal account of the shareholder, mobile application "Quorum") are required to:
- use the one-time login and password specified in the voting ballot (valid only for this Annual General Shareholders Meeting) to enter the electronic services;
- in the absence of a voting ballot, get (if it's not) access to the electronic service (the connection procedure is set out at the following Internet link: https://www.interrao.ru/investors/lk/).
If, after registering in the electronic service of JSC VTB Registrar, a shareholder has not found the section dedicated to the Annual General Shareholders Meeting, such shareholder has options to execute the voting instructions, or wait for the information about such a shareholder to be provided by a nominee holder.
2.10.2. Shareholders wishing to exercise their right to cast a vote at the Annual General Shareholders Meeting by completing the electronic form of the voting ballot using electronic services provided by National Settlement Depository (NSD) need to register in the service National Settlement Depository (NSD) ("E-voting") on the website www.e-vote.ru. To register, you must have a verified account on the Public Services Portal of the Russian Federation (https://www.gosuslugi.ru). In the absence of a verified account on the Public Services Portal of the Russian Federation, if the nominee holder provides information about its clients to the Company's registrar: JSC VTB Registrar, use the electronic service National Settlement Depository (NSD) ("E-voting") you can use a one-time login and password, which you can get when you personally appear to the JSC VTB Registrar or register directly in the electronic service of the JSC VTB Registrar and vote as described above in the paragraph 2.10.1. this decision.
2.10.3. Person, exercising rights on securities, if his rights on securities are recorded by the nominal holder, a foreign nominal holder, a foreign organization, having the right in accordance with its personal law to account and transfer rights on securities, participates in the Annual General Shareholders' Meeting and exercises the right to vote in the manner prescribed by article 8.9 of the Federal Law "On Securities Market", using electronic means through the Depositary accounting system if this service is supported by his nominal holder (e-proxy voting).
2.11. Determine the form and the text of the notice of the Annual General Shareholders' Meeting of Inter RAO.
2.12. Determine that the notice of the Annual General Shareholders Meeting is published on the Company's website at: www.interrao.ru not later than April 24th, 2021.
2.13. Approve that the information (materials) submitted to the persons entitled to take part in the Annual General Shareholders Meeting of Inter RAO includes:
- annual report of the Company and opinion of the Company's Revision Commission on the results of revision of annual report;
- annual accounting (financial) statements, including the opinion of the Company's auditor and the opinion of the Company's Revision Commission on the results of revision of annual financial statements;
- evaluation of statements and the opinion of the Company's auditor prepared by the Audit Committee of the Board of Directors of the Company;
- internal auditor's report;
- materials regarding the payment (declaration) of dividends as provided for by the Dividend Policy Regulation:
· recommendations of the Company's Board of Directors concerning the amount of dividend on shares and the method of payment thereof;
· certificate of payment of the Company's authorized capital;
· certificate of redemption of all the Company's shares subject to redemption as per Article 76 of the Federal Law "On Joint-Stock Companies" or of no requests for share redemption as per the laws;
· calculation of the value of the Company's net assets;
- justification of the proposed distribution of net profit and assessment of its compliance with the dividend policy adopted by the Company, including for the payment of dividends and the Company's own needs, with explanations and economic justification of the need to channel a certain part of the net profit to its own needs as part of an explanatory note on the issue of profit distribution and losses of the Company based on the results of the 2020 reporting year;
- information about the nominees to the Company's Board of Directors;
- preliminary evaluation by the HR and Remuneration Committee of the Company's Board of Directors of the nominees to the Company's Board of Directors;
- information about the nominees to the Company's Revision Commission;
- information on whether the nominees to the Board of Directors and the Revision Commission have provided their written consents;
- information about the nominee for the position of the Company's auditor, including the name of the self-regulating organization of auditors, member of which is the candidate for the Company's auditor;
- the viewpoint of the Audit Committee on auditor independence;
- extract from the minutes of the meeting of the Board of Directors of the Company on the issue of determining the size of payment for auditor's services;
- information on significant conditions of the contract with the auditor of the Company and the procedures for his election (as part of an explanatory note on the issue of approval of auditor of the Company);
- draft of the revised version of Regulations on the Board of Directors of PJSC "Inter RAO" and comparison table of changes with the current version;
- recommendations of the Company's Board of Directors regarding all agenda items, including regarding the distribution of the Company's profits and losses;
- draft of resolutions of Annual General Shareholders Meeting with explanations;
- reports on implementation of strategic priorities for the development and implementation of annual key performance indicators (KPIs) and control indicators (CI) as part of the Annual report of the Company;
- report on the related-party transactions conducted by the Ñompany during the reporting year;
- certificate of absence in the reporting year of major transactions and shareholder agreements.
2.14. Approve that the persons entitled to participate in the Company's Annual General Shareholders' Meeting may review the above information (materials) within the period from May 5, 2021 to May 25, 2021, except for weekends and holidays from 10:00 a.m. to 5:00 p.m. at the following addresses:
- 23 building 10 Pravdy St., Moscow, Russia, JSC VTB Registrar;
- 27/2 Bolshaya Pirogovskaya St., Moscow, Russia, PJSC Inter RAO;
and starting from April 24, 2021 on the Company's website in the information and telecommunications network "Internet" at: https://www.interrao.ru/en/agm2021, through a web application Personal account of the shareholder on the website of the JSC VTB Registrar at the address http://www.vtbreg.ru and through the mobile application "Quorum" and electronic service, provided by National Settlement Depository (NSD) ("E-voting").
2.15. In order to ensure the rights of shareholders to remote access to the Annual General Shareholders Meeting in accordance with the paragraphs 1.1.3, 1.1.6 of the Corporate Governance Code (Russia) define May 21, 2021 as a date of the broadcasts of reports on the agenda issues of the Annual General Shareholders' Meeting using information and communication technologies.
Establish that the broadcast of the reports will be available at the following address in the information and telecommunications network "Internet": https://www.interrao.ru/en/agm2021 by electronic services provided by the JSC VTB Registrar (Personal account of the shareholder, mobile application "Quorum") and National Settlement Depository (NSD) ("E-voting" service).
Access to the broadcast is carried out in the order specified in the paragraph 2.10. this decision.
Time of the beginning of broadcast of reports - 10:00 a.m. by Moscow time. The broadcast will be carried out with simultaneous translation into English.
Determine that based on the results of the reports, the shareholders will be provided with answers to their questions. The question must contain the Last Name and First Name of the shareholder, his e-mail address, as well as consent to the processing of personal data.
The questions can be asked using:
- electronic services provided by the JSC VTB Registrar: Personal account of the shareholder, mobile application "Quorum";
- functional "Question-answer" of the service, provided by National Settlement Depository (NSD) ("E-voting").
Set a time for answering shareholders questions - 15 minutes. The answers to the questions of shareholders are presented in the order of priority. If the Company receives questions within the same category (affecting one issue on the agenda), the Secretariat of the Annual General Shareholders' Meeting groups these questions into a common block to provide a single response. If the time required to answer all the questions received exceeds the time limit specified in this paragraph, or the received question is not related to the agenda of the Annual General Shareholders Meeting, the Company ensures that the answers to such questions are sent to the email address of the shareholder who asked the question. The Board of Directors asks shareholders to send questions on the agenda in advance of the Annual General Shareholders Meeting by posting them on the forum at the following address in the information and telecommunications network "Internet": https://www.interrao.ru/en/agm2021.
Anonymous requests are not considered.
2.16. Advise to the General Director of JSC "Inter RAO Capital", which is the owner of Company's shares, to abstain from voting on the issues on the agenda of the Annual General Shareholders Meeting except for the case when there will be no quorum to make a decision without taking into account the shares owned by JSC "Inter RAO Capital". In case of voting on the election of members of the Board of Directors in order to elect the required number of independent directors vote for independent directors.
2.17. Elect Aleksey Gennadyevich Sergeev (Head of Corporate Events of the Corporate Relations Department of the Corporate and Property Relations Unit of Inter RAO) the Secretary of the Annual General Shareholders Meeting of Inter RAO.
2.18. Approve the cost estimate for the preparation and holding of the Annual General Shareholders Meeting of Inter RAO.
- Submitting of issues for approval by the Company's Annual General Meeting of Shareholders.
It is resolved to:
3.1. Recommend the Company's Annual General Shareholders Meeting to:
Approve the Annual accounting (financial) statements of PJSC Inter RAO for the 2020 year.
It is resolved to:
3.2. Propose that the Company's General Shareholders Meeting resolves to:
3.2.1. Approve the following distribution of Inter RAO's net profits for the 2020 year in the amount of 19,874,955.29 thousand rubles:
- 993,747.77 thousand rubles - to form the Reserve Fund;
- 18,866,250 thousand rubles - to pay out dividends;
- 14,957.52 thousand rubles - on repayment of losses of previous years.
3.2.2. Forward the restored profit of previous periods in 2020 in the amount of 44,204.65 thousand rubles on repayment of losses of previous years.
3.2.3. Pay cash dividends on ordinary shares of PJSC "Inter RAO" for 2020 in the amount of 0,180711206896552 rubles per one ordinary share of the Company. The amount of dividends accrued per one shareholder of PJSC "Inter RAO" is determined with accuracy to one kopeck. Rounding of numbers in calculations shall be according to the rules of mathematical rounding.
3.2.4. Set June 7, 2021 as the date of which the persons entitled to dividends are determined.
3.2.5. Pay dividends to the nominal holders of shares and trustees, being professional participants of the securities market, registered in the register of shareholders on or before June 22, 2021, and to other shareholders registered in the register of shareholders on or before July 13, 2021.
3.3.1. Recommend to the Annual General Shareholders Meeting of PJSC "Inter RAO" to approve the revised version of Regulations on the Board of Directors of Inter RAO.
3.3.2. Recognize the Recommendations of the Human Resources and Remuneration Committee to shareholders on the procedure for nominating candidates to the Board of Directors, approved by the decision of the Board of Directors December 16, 2020 (Minutes of December 18, 2020 No. 284), become invalid from the date of approval of the Regulations on the Board of Directors of PJSC "Inter RAO" in the new edition specified in paragraph 3.3.1. of this decision.
3.4. Propose to the Annual General Shareholders Meeting of Inter RAO to make a decision on payment of remuneration to members of the Board of Directors in the amount, terms and procedure established by the Regulation on payment of remuneration and compensation to members of the Board of Directors.
3.5. Recommend to the Annual General Shareholders Meeting of PJSC "Inter RAO" to approve the following resolution regarding the remuneration of members of Revision Commission of the Company:
3.5.1. In accordance with the Regulations on the Revision Commission of PJSC "Inter RAO" within a period not later than one calendar month from the date of adoption of this decision to pay the remuneration for the audit of financial-economic activity of PJSC "Inter RAO" carried out by the end of 2020, as follows:
• Members of the Revision Commission - 120 000 (one hundred and twenty thousand) rubles for each member;
• The Chairman of the Revision Commission - 180 000 (hundred eighty thousand) rubles.
3.6. Propose that the Annual General Shareholders Meeting of Inter RAO to approve Ernst & Young LLC (OGRN 1027739707203), certificate of membership in the self-regulatory organization of auditors "Russian Union of auditors" (Association) (SRO RSA), a control copy of the register of auditors and audit organizations for the main registration number of the record No. 12006020327.
- Determining the amount of payment for the Company auditor's services.
It is resolved to:
4.1. Based on the results of closed competitive negotiations (minutes of the meeting of the procurement commission for the selection of closed competitive negotiations in electronic form September 24, 2018 No. 13780/ZKP-PVP), on the basis of clause 18.10 of Article 18 of the Company's Charter, determine:
4.1.1. The cost of audit services of the consolidated financial statements of PJSC "Inter RAO" and its subsidiaries for 2021, prepared in accordance with International Financial Reporting Standards (IFRS) for 2021 - 20,685,000 (twenty million six hundred and eighty-five thousand) rubles, excluding VAT;
4.1.2. The cost of services for conducting a review of the interim financial information of PJSC "Inter RAO" and its subsidiaries prepared in accordance with International Financial Reporting Standards (IFRS) for the three months, ending March 31, 2021 - 4,760,000 (four million seven hundred and sixty thousand) rubles, excluding VAT;
4.1.3. The cost of services for conducting a review of the interim financial information of PJSC "Inter RAO" and its subsidiaries prepared in accordance with International Financial Reporting Standards (IFRS) for the three and six months, ending 30 June 2021 - 4,460,000 (four million four hundred and sixty thousand) rubles, excluding VAT;
4.1.4. The cost of services for conducting a review of the interim financial information of PJSC "Inter RAO" and its subsidiaries prepared in accordance with International Financial Reporting Standards (IFRS) for the three and nine months, ending September 30, 2021 - 4,460,000 (four million four hundred and sixty thousand) rubles, excluding VAT;
4.1.5. The cost of audit services for the annual financial statements of PJSC "Inter RAO" for 2021 prepared in accordance with the Russian Accounting Standards (RAS) for 2021 - 925,000 (nine hundred and twenty-five thousand) rubles, excluding VAT.
- Consideration of the report on investor relations for 2020.
It is resolved to:
5.1. Approve the report on investor relations for the year 2020.
- Approval of the amended Regulations on the procedure for conducting regulated purchases of goods, works, and services of Inter RAO.
It is resolved to:
6.1. Pursuant to the Directive of the Government of the Russian Federation dated February 6, 2021 No. 1021ï-Ï13 (hereinafter referred to as the Directive) approve the amended Regulations on the procedure for conducting regulated purchases of goods, works, and services of Inter RAO.
6.2. Instruct the Management Board of Company to ensure:
6.2.1. Publication of information on the implementation of the Directive on the Interdepartmental Portal for the Management of State Property in the information and telecommunications network "Internet" with the attachment of electronic copies of supporting documents.
6.2.2. Conducting an analysis of the possibility of applying the provisions of paragraphs 1 and 2 of the Directive in subsidiaries in which the total share of direct and (or) indirect participation of PJSC Inter RAO exceeds 50 percent, with the exception of subsidiaries located in a foreign jurisdiction and operating outside the Russian Federation.
- Approval of combining positions in management bodies of other organizations by the member of the Management Board of Company:
It is resolved to:
7.1 Consider the combination of the position of the Chairman of the Board of Managing Directors of the "Russian Gas Turbines" LLC (Netherlands, registered in the commercial register under the number 51489988) by Yuri Sharov, the member of the Management Board, Head of the Engineering Unit of Inter RAO.
- Determination of price and consent for conclusion of related-party transaction.
It is resolved to:
Determine the price and give consent for conclusion of related-party transaction.
- Determination of Inter RAO (its representatives') standpoint on issues of the agendas of the management bodies of legal entities controlled by the Company which are significant for the Company's business.
It is resolved to:
9.1. Instruct the representatives of PJSC Inter RAO in the Board of Directors of JSC Inter RAO -Electric Power Plants to vote "FOR" the decision on the agenda of the Board of Directors of JSC Inter RAO -Electric Power Plants: "Approval of transactions that entail or may entail the emergence of obligations in the amount of 150,000,000 (One hundred and fifty million) rubles or more".
Identification characteristics of shares of the Issuer in the case that the decisions of the meeting of the Board of Directors of the Issuer contains questions related to the exercise of the rights on certain securities of the Issuer: uncertificated registered ordinary shares. State registration number of issue of securities and date of its state registration: 1-04-33498-E; 23.12.2014. ISIN: RU000AOJPNM1.
The foregoing information is disclosed in compliance with the Securities Act of the Russian Federation.
For further information, please contact Inter RAO:
Larisa Sadovnikova Head of Investor Relations +7 495 664-88-40 (ext. 2068)
sadovnikova_lv@interrao.ru
Nikolay Gorelov Press Secretary +7 495 664-88-40 (ext. 2010)
gorelov_nv@interrao.ru
Svetlana Sidelnikova Head of Corporate Relations and Antitrust Compliance
+7 495 664-88-40 (ext.2081) chuchaeva_sy@interrao.ru
Inter RAO is a diversified utilities holding headquartered in Moscow and managing assets in different countries. The company produces and sells electric energy and heat, trades energy on the international market, and engineers, designs and builds generating assets. Inter RAO Group owns and operates approximately 31.1 GW of installed power generating capacity.
For further information see www.interrao.ru
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