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

INTER RAO Lietuva ABAnnouncement

30/03/2022 08:45

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RNS Number : 5650G  PJSC Inter RAO UES  30 March 2022

Results of the Board of Directors meeting of Inter RAO

 

Moscow, March 30, 2022 - 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 29, 2022 by absentee voting.

 

 

The Board of Directors considered and adopted the following resolutions:

 

 

- Convocation of Annual General Meeting of Shareholders of Company.

It is resolved to:

1.1. Convoke the Annual General Shareholders Meeting of Inter RAO in the form
of absentee voting.

1.2. Determine May 30, 2022 as the date of the Annual General Shareholders
Meeting of Inter RAO.

1.3. Determine the final date for receiving voting ballots - May 30(th), 2022.

1.4. 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 29, 2022.

1.5. Determine April 15, 2022 as the date by which proposals on putting issues
on the agenda of the Meeting and proposals on nominating candidates for
election to the Board of Directors and the Revision Commission of the Company
are accepted from the shareholders of the Company. A notice on the date by
which proposals on putting issues on the agenda of the Meeting and proposals
on nominating candidates for election to the Board of Directors and the
Revision Commission of the Company are accepted from the shareholders of the
Company is posted on the Company's website on the Internet at: www.interrao.ru
no later than April 05, 2022.

1.6. Determine May 05(th), 2022 as the record date for compiling the list of
persons entitled to participate in the Annual General Shareholders Meeting of
Inter RAO.

1.7. 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 annual accounting (financial) statements.

3. Distribution of profit (including payment (declaration) of dividends) and
losses of Inter RAO based on the results of the 2021 reporting year.

4.   Approval of the revised version of the Charter of Inter RAO.

5. Approval of the revised version of the Regulations on payment of
remuneration and compensation to the members of the Board of Directors of the
Company.

6. Approval of the revised version of the Regulations on the Management Board
of the Company.

7. Approval of the revised version of the Regulations on the Revision
Commission of the Company.

8. Payment of remuneration to the members of the Company's Board of Directors.

9. Payment of remuneration to the members of the Company's Revision
Commission.

10. Election of members of the Company's Board of Directors.

11. Election of members of the Company's Revision Commission.

12. Approval of the Company's auditor.

1.8. 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.

1.9. 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 9(th), 2022.

1.10. 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.

1.11. Determine the address of the Internet website at which persons entitled
to participate in the Annual General Shareholders Meeting based on the results
of 2021 will be given the opportunity to complete an electronic form of voting
ballots: https://www.interrao.ru/agm2022 (via electronic services provided by
JSC VTB Registrar (Personal account of the shareholder, mobile application
"Quorum") and National Settlement Depository (NSD) ("E-voting" service).

1.11.1. 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.

1.11.2. 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 1.11.1. this decision.

1.11.3. 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).

1.12. Determine the form and the text of the notice of the Annual General
Shareholders' Meeting of Inter RAO.

1.13. 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
29(th), 2022.

1.14. 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 2021
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 Company during
the reporting year;

- certificate of absence in the reporting year of major transactions and
shareholder agreements;

- certificate on the absence of corporate actions that led to the
deterioration of shareholders' dividend rights and (or) the dilution of their
shares, as well as court decisions that established the facts of the use by
shareholders of methods other than dividends and liquidation value to generate
income at the expense of the company.

1.15. 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 6, 2022 to May 30, 2022, 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 29, 2022 on the Company's website in the information
and telecommunications network "Internet"
at: https://www.interrao.ru/en/agm2022, 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").

1.16. Elect Aleksey Gennadyevich Sergeev (Head of Corporate Events of the
Department of the corporate relations and antitrust compliance of Inter RAO)
the Secretary of the Annual General Shareholders Meeting of Inter RAO.

1.17. 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:

Recommend the Company's Annual General Shareholders Meeting to:

Approve the Annual accounting (financial) statements of PJSC Inter RAO for the
2021 year.

It is resolved to:

2. Propose that the Company's General Shareholders Meeting resolves to:

2.2.1. Approve the following distribution of Inter RAO's net profits for the
2021 year in the amount of 25,999,314.49 thousand rubles:

- 1,299,965.73 thousand rubles - to form the Reserve Fund;

- 24,699,348.76 thousand rubles - to pay out dividends.

2.2.2. Pay cash dividends on ordinary shares of PJSC "Inter RAO" for 2021 in
the amount of 0,23658380041773 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.

2.2.3. Set June 10, 2022 as the date of which the persons entitled to
dividends are determined.

2.2.4. 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 24, 2022, and to other shareholders
registered in the register of shareholders on or before July 15, 2022.

Recommend to the Annual General Shareholders Meeting of PJSC "Inter RAO" to
approve the revised version of the Charter of Inter RAO.

Recommend to the Annual General Shareholders Meeting of PJSC "Inter RAO" to
approve the revised version of the Regulations on payment of remuneration and
compensation to the members of the Board of Directors of the Company.

Recommend to the Annual General Shareholders Meeting of PJSC "Inter RAO" to
approve the revised version of the Regulations on the Management Board of the
Company.

Recommend to the Annual General Shareholders Meeting of PJSC "Inter RAO" to
approve the revised version of the Regulations on the Revision Commission of
the Company.

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.

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 in the amount, terms and procedure
established by the Regulation on Revision Commission of the Company.

 

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 Association "Sodruzhestvo"
(Association) (SRO RSA), a control copy of the register of auditors and audit
organizations for the main registration number of the record No. 12006020327.

 

 

-  Approval of the report on the functioning of the risk management and
internal control system of the Inter RAO Group for 2021.

          It is resolved to:

Approve the Report on the functioning of the Risk Management and Internal
Control System of Inter RAO Group for 2021 (including information on the
functioning of the antimonopoly compliance system as a subsystem).

Consider that there were no violations of risk appetite in the Inter RAO Group
in 2021.

 

- Approval of the report "On the Status of the Company's Risk Management
Work".

          It is resolved to:

Consider the report "On the status of the Company's Risk Management work".

 

- Approval of the Group's Critical Risk Management Action Plan for 2022.

          It is resolved to:

Instruct the Company's Management Board to ensure that the issue "Approval of
the Group's Critical Risk Management Plan for 2022" is submitted to the Board
of Directors of  Inter RAO no later than June 30, 2022.

 

- Consideration of the report of Inter RAO on implementation, discipline of
execution and operational efficiency of procedures on the organization of
systems of risk management and internal control in the field of counteraction
and the prevention of corruption for the year 2021.

          It is resolved to:

Approve the report of Inter RAO on implementation, discipline of execution and
operational efficiency of procedures on the organization of systems of risk
management and internal control in the field of counteraction and the
prevention of corruption for the year 2021.

 

 

- Consideration of the Report on Corporate Governance Practices (the Corporate
Secretary's report), including consideration of the Information Policy report,
the report on compliance with the principles and recommendations of the
Corporate Governance Code and the report on the implementation of decisions of
the Board of Directors.

          It is resolved to:

Approve the Report of the Deputy General Director, Head of the Corporate and
Property Relations Unit, Corporate Secretary on the Company's corporate
governance practices for 2021 (hereinafter - Corporate Secretary's Report)
including a Report on Compliance with the Company's Information Policy, a
Report on compliance with the principles and recommendations of the Corporate
Governance Code recommended for application by the Bank of Russia and a Report
on the execution of orders of the Board of Directors of Inter RAO.

Recognize as expedient the revision in 2022 of the Regulation on the
Information Policy of Inter RAO UES (in a new edition), approved by the
decision of the Board of Directors of Inter RAO dated December 29, 2016
(Minutes No. 189 dated December  30, 2016), taking into account the
Strategy/Long-term Development Program of Inter RAO (Inter RAO Group) for the
period up to 2025 with a perspective up to 2030, approved on July 31, 2020
(Minutes No. 277 of August 03, 2020), and the Policy in the Field of
Sustainable Development of Inter RAO, approved by the decision of the Board of
Directors of Inter RAO on January 29, 2021 (Minutes No. 286 dated February 01,
2021).

 

- Consideration of the reports of the Internal Audit Unit on the assessment of
the effectiveness of the risk management and internal control system of the
Inter RAO Group and on the assessment of the corporate governance practices of
Inter RAO for 2021.

          It is resolved to:

Consider the Report on the assessment of the effectiveness of the risk
management and internal control system of Inter RAO Group for 2021 (including
the results of the assessment of the effectiveness of the risk management and
internal control process in the field of prevention and combating corruption,
evaluation of the effectiveness of the antimonopoly compliance system,
evaluation of the process of identification and sale of non-core assets).

Consider the Report on the Assessment of Corporate Governance Practices for
2021.

Consider the conclusion of the Internal Audit Unit based on the results of the
assessment of the reliability and effectiveness of the risk management and
internal control system, corporate governance of Inter RAO for 2021.

 

- Approval of the Report on the activities of the Internal Audit Unit of Inter
RAO for 2021.

         It is resolved to:

Approve the Report on the activities of the Internal Audit Unit of Inter RAO
for 2021.

Recognize the activities of the Internal Audit Unit in 2021 as effective,
consistent in all major aspects with the International Professional Standards
of Internal Audit and the Code of Ethics of the Institute of Internal
Auditors.

 

 

- Awarding the Head and employees of the Internal Audit Unit of Inter RAO.

          It is resolved to:

Approve the Report on the Performance of Bonus Indicators (key performance
indicators (KPIs) and benchmarks (KPIs)) of the Head and employees of the
Company's Internal Audit Unit for 2021.

Award the Head and employees of the Company's Internal Audit Unit in
accordance with the results of the performance of bonus indicators (KPIs and
KPIs) for 2021.

 

- Approval of the Report on the implementation of the Consolidated cost
management Program for key companies of the Inter RAO Group for 2021.

          It is resolved to:

Approve the Report on the implementation of the Consolidated cost management
Program for key companies of the Inter RAO Group for 2021.

 

- Implementation of the Long-term Development Program:

- On the Report on the implementation of the strategic development priorities
of the Inter RAO Group for 2021;

- Approval of the Report on the Implementation of the Company's Annual Key
Performance Indicators (KPIs) and Benchmarks (KPIs) for the year 2021.

          It is resolved to:

Approve the report on the implementation of the strategic development
priorities of the Company (Inter RAO Group) for 2021.

Recognize the strategic development priorities of the Company (Inter RAO
Group) for 2021 as generally fulfilled.

Approve the report on the implementation of the annual key performance
indicators (KPIs) and benchmarks of Inter RAO by the end of 2021.

Award the CEO and members of the Management Board of Inter RAO based on the
results of work for 2021.

 

- Awarding the Corporate Secretary.

 It is resolved to:

Approve the report on the implementation of annual key performance indicators
(KPIs) and benchmarks (KPIs) of the Deputy General Director, Head of the
Corporate and Property Relations Unit, Corporate Secretary.

Award the Deputy General Director, Head of the Corporate and Property
Relations Unit, Corporate Secretary of Inter RAO based on the results of work
for 2021.

 

 

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

It is resolved to:

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

 

-  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:

Instruct the representatives of Inter RAO in the Board of Directors of JSC
Inter RAO -Electric Power Plants to vote "FOR" the decision on the issue of
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 300,000,000 (Three hundred million) rubles or
more".

 

-    Consideration of directives.

It is resolved to:

Make decision on the implementation of the directives of the Government of the
Russian Federation dated March 06, 2022 No. 2182p-P13ks.

 

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

 

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