RCS - PJSC Inter RAO UES - Results of the Board of Directors Meeting

INTER RAO Lietuva ABAnnouncement

29/12/2021 08:00

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RNS Number : 8070W  PJSC Inter RAO UES  29 December 2021

Results of the Board of Directors meeting of Inter RAO

Moscow, December 24, 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 December 24, 2021 by
absentee voting.

The Board of Directors considered and adopted the following resolutions:

 

1.  Approval of the business plan of Inter RAO Group for the year 2022.

 

Approve the business plan of Inter RAO Group for the year 2022.

Note the information in accordance with the Annex to the Minutes.

 

2.  On strategy/long-term development program realization:

- Consideration of the strategic priorities of the Company (of Inter RAO
Group) for the year 2022;

- Approval of list and values of key performance indicators (KPIs) and control
indicators (CI) for the year 2022.

 

Approve the strategic development priorities of the Company (Inter RAO Group)
for the year 2022, including program activities of long-term development
program (LDP).

Approve the Method of assessing the degree of implementation of the strategic
development priorities for the year 2022.

Approve the list, the values and the weight coefficients of the annual key
performance indicators (KPIs) and control indicators (CIs) for the year 2022.

Approve the Methods of calculation and evaluation of the implementation of the
annual key performance indicators (KPIs) and control indicators (CIs) for the
year 2022.

 

3.  Approval of the risk appetite and critical risks map of Inter RAO Group
for year 2022.

 

Approve the Critical Risks Map of Inter RAO Group for the year 2022.

Consider the assessment of strategic risks of Inter RAO Group.

Consider and instruct the Management board with the list of additional
measures for strategic risk management.

Approve the Risk appetite of Inter RAO Group.

 

4.  Approval of transactions related to the gratuitous transfer of property
of Inter RAO.

 

Approve the transactions related to the gratuitous transfer of property of
Inter RAO (transactions involving the provision of charitable assistance
(donations) related to the gratuitous transfer of the Company's property
(funds) еo the Regional Charitable Public Foundation "Illustrated Books for
Small blind Children" and the Charitable Foundation for Helping Children and
Adults with Immune Disorders "SUNFLOWER").

 

5.  Determination of price and consent for conclusion of related-party
transactions.

Determine the price and give consent for conclusion of related-party
transactions.

 

6.  On transactions related to modernization projects:

- 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;

- Approval of a transaction that entails or may entail the Company's
liabilities in an amount equal to or exceeding 5 (five) percent of the book
value of the Company's assets according to its accounting statements as of the
last reporting date;

- About the consideration of the project.

 

Instruct the representatives of Inter RAO on the Board of Directors of JSC
Inter RAO - Electric Generation on the issue of the agenda of the Board of
Directors of JSC Inter RAO - Electric Generation: "On the approval of any,
including interrelated, transactions that entail or may entail the occurrence
of obligations of the company in the amount of 300,000,000 (Three hundred
million) rubles or more", to vote "FOR" the decision.

Approve interrelated transactions between Inter RAO (Guarantor), JSC Inter RAO
- Electric Generation (Principal) and LLC NordEnergoGroup (Beneficiary) as
transactions that entail or may entail the Company's liabilities in an amount
equal to or exceeding 5 (five) percent of the book value of the Company's
assets according to its accounting statements as of the last reporting date.

Pursuant to the directives of the Government of the Russian Federation dated
December 25, 2019 No. 12119p-P13 and the decision of the Board of Directors of
the Company dated February 14, 2020 (Minutes dated February 17, 2020 No. 264)
to make the decision in accordance with the Annex to this Minutes.

 

7.         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.

 

Determine Inter RAO (its representatives') standpoint on issues of the agendas
of the management bodies of legal entities controlled by the Company that are
significant for the Company's business.

 

8.  Declaration to be no longer in force of the consolidated cost management
program for key companies of the Inter RAO Group for 2021-2025.

Recognize to be invalid  the consolidated cost management program for key
companies of Inter RAO Group for 2021-2025, approved by the decision of the
Board of Directors of Inter RAO on December 24, 2020, effective January
01(st), 2022  (Minutes No. 285 dated December 25, 2020).

 

9. Amendments to the Work Plan of the Board of Directors of Inter RAO for
2021-2022.

Make changes to the Work Plan of the Board of Directors of Inter RAO for
2021-2022 and approve it.

10. Amendments to the decision of the Board of Directors of Inter RAO.

State clause 1.2.3 of Appendix No. 3 to the Minutes dated June 17, 2021 No.
297 of the Meeting of the Board of Directors of Inter RAO held on June 15,
2021 in the following wording:

"1.2.3. instruct the Company's management to ensure the definition of key
performance indicators for the implementation of digital transformation by
forming, coordinating with the interested federal executive authority and the
Ministry of Digital Development, Communications and Mass Communications of the
Russian Federation, and approving an internal regulatory document in the field
of planning and monitoring the implementation of digital transformation by
April 30, 2022".

11. Consideration of the recommendations of the Nominations and Remunerations
Committee on improving the activities of the Board of Directors and its
Committees.

Accept the form of the questionnaire for evaluating the candidates nominated
to the Board of Directors for election at the Annual General Meeting of
Shareholders in 2022, approved by the decision of the Nominations and
Remunerations Committee of the Company's Board of Directors dated December 21,
2021 (Minutes No. 149 dated  December 21, 2021), in accordance with Annex No.
24 to this Minutes.

Take note of the decision of the Nominations and Remunerations Committee of
the Company's  Board of Directors to  recognize the Recommendations of the
Nominations and Remuneration Committee of the Company's Board of Directors
issued for the Company's shareholders on the procedure for candidates
nomination to the Board of Directors of Inter RAO, approved by the decision of
the Nominations and Remuneration Committee on December 10(th) , 2020 (Minutes
dated  December 10, 2020 No. 128) and accepted by the decision of the Board
of Directors on December 16, 2020 (Minutes dated December 18, 2020 No. 284)
(hereinafter - Recommendations) due to  inclusion of the
provisions contained in the Recommendations in the new version of the
Regulations on the Board of Directors of Inter RAO, approved by the decision
of the Company's Annual General Meeting of Shareholders on May 25(th), 2021
(Minutes No. 21 dated May 25, 2021).

 

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 (mailto:sadovnikova_lv@interrao.ru)

Nikolay Gorelov                    Press
Secretary
+7 495 664-88-40 (ext. 2010)

gorelov_nv (mailto:gorelov_nv@interrao.ru) @interrao.ru
(mailto:gorelov_nv@interrao.ru)

Svetlana Sidelnikova             Head of Corporate Relations and
Antitrust Compliance

+7 495 664-88-40
(ext.2081)
chuchaeva_sy@interrao.ru (mailto: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 GW of installed power generating capacity. Inter RAO
corporate strategy is focused on making the company a global energy enterprise
and a key player in the international energy market.

For further information see www.interrao.ru (http://www.interrao.ru/)

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