MINUTES
of the Meeting of the Board of Directors
June 2, 2015
No. 191
Moscow
The decision of the Board of Directors of JSC ROSSETI was approved by
absentee voting (voting by ballot).
The following members of the Board of Directors provided ballots:
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, V. M. Kravchenko, A. A. Makarov, D. S. Morozov, A. Ye. Murov,
S. Remes, P. O. Shatsky, and A. N. Shishkin.
A. Yu. Ivanov and S. N. Mironosetsky did not provide ballots and did not
participate in the voting.
The meeting had a quorum.
Agenda:
1. Review of the model scenario conditions for formulating the investment
programs of subsidiaries and dependent companies of JSC ROSSETI.
2. Membership of the Company in the All-Russia Trade Association of
Employers in the Power Industry.
3. Defining of the position of JSC ROSSETI (representatives of JSC
ROSSETI) on the item on the agenda of the meeting of the Board of Directors of
JSC FGC UES “Tentative approval of the decision on the Company’s entering into
a transaction associated with transferring title to the movable and real property that
is capital assets intended for the generation, transmission, dispatching, and
distribution of electricity and heat, located at: Krasnoyarsk Territory, Norilsk,
Nadezhda Industrial Area - 220kV Opornaya Substation and Snezhnogorsk.”
4. Results of the implementation of measures aimed at compliance by JSC
ROSSETI with the requirements of laws on insider information control in 2014.
5. Progress in preparations for the 2018 FIFA World Cup in the Russian
Federation.
6. Performance report of the Management Board and the report on the
implementation of decisions of the Board of Directors of the Company for the 1st
quarter of 2015.
7. Formalization of procedures for putting completed facilities into
operation within JSC ROSSETI, including subsidiaries and dependent companies,
and the preparation of the necessary reports.
8. Consideration of information on the results of the examination
conducted by the Control Directorate of the President of the Russian Federation
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with respect to compliance with federal laws and Decree of the President of the
Russian Federation No. 1567 of November 22, 2012, “On Joint Stock Company
ROSSETI” as related to the development, modernization, and improvement of the
electric power industry.
9. Review of the Annual Report “On the Performance Results for the
Schedule (Road Map) for Implementing the Strategy for Developing and
Improving the Internal Control System of JSC ROSSETI and Subsidiaries and
Dependent Companies of JSC ROSSETI.”
1. Review of the model scenario conditions for formulating the
investment programs of subsidiaries and dependent companies of JSC
ROSSETI.
IT WAS RESOLVED AS FOLLOWS:
1.1. The model scenario conditions for formulating the investment
programs of subsidiaries and dependent companies of JSC ROSSETI (hereinafter,
the “Model Scenario Conditions”) shall be approved in accordance with Appendix
1 hereto.
1.2. The Director General of the Company shall be instructed to ensure that
the boards of directors of subsidiaries and dependent companies of JSC ROSSETI
review the model scenario conditions for formulating the investment programs
prepared subject to the Model Scenario Conditions.
Deadline: 2nd quarter of 2015.
S. I. Shmatko,
O. M. Budargin,
A. F. Dyakov,
A. S. Kalinin,
A. A. Makarov, and S. Remes voted “For.”
B. I. Ayuyev, V. M. Kravchenko, A. Ye. Murov, and A. N. Shishkin voted
“Against.”
O. G. Barkin, D. S. Morozov, and P. O. Shatsky “Abstained.”
Not approved.
2. Membership of the Company in the All-Russia Trade Association of
Employers in the Power Industry.
IT WAS RESOLVED AS FOLLOWS:
2.1. The membership of JSC ROSSETI in the All-Russia Trade Association
of Employers in the Power Industry (hereinafter, the “RaEl Association”) by means
of becoming a member shall be approved subject to the following terms and
conditions:
– admission fee: one hundred seventy-five thousand (175,000) rubles;
– annual membership fee: two million, four hundred fifty thousand
(2,450,000) rubles;
– fee payment method: cash;
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– fee payment method: within fifteen (15) calendar days after the General
Meeting of Members of the RaEl Association adopts the decision to admit JSC
ROSSETI into the RaEl Association;
– payment amount, method, and period for fees: as determined by the
General Meeting of Members of the RaEl Association.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, V. M. Kravchenko, A. A. Makarov, A. Ye. Murov, S. Remes,
P. O. Shatsky, and A. N. Shishkin voted “For.”
D. S. Morozov “Abstained.”
Approved.
3. Defining of the position of JSC ROSSETI (representatives of JSC
ROSSETI) on the item on the agenda of the meeting of the Board of Directors
of JSC FGC UES “Tentative approval of the decision on the Company’s
entering into a transaction associated with transferring title to the movable
and real property that is capital assets intended for the generation,
transmission, dispatching, and distribution of electricity and heat, located at:
Krasnoyarsk Territory, Norilsk, Nadezhda Industrial Area - 220kV Opornaya
Substation and Snezhnogorsk.”
IT WAS RESOLVED AS FOLLOWS:
3.1. Concerning the item on the agenda of the meeting of the Board of
Directors of JSC FGC UES “Tentative approval of the decision on the Company’s
entering into a transaction associated with transferring title to the movable and real
property that is capital assets intended for the generation, transmission,
dispatching, and distribution of electricity and heat, located at: Krasnoyarsk
Territory, Norilsk, Nadezhda Industrial Area - 220kV Opornaya Substation and
Snezhnogorsk,” representatives of JSC ROSSETI shall be instructed to vote “For”
the approval of the Company’s entering into the transaction subject to the
following material terms and conditions:
– composition of the transferred property: electric grid facilities, namely the
movable and real property of 220kV Opornaya Substation, 220kV overhead power
lines from Ust-Khantayskaya HPP to Norilsk No. 207 and No. 208 (160.5
kilometers and 160.6 kilometers respectively), located at: Krasnoyarsk Territory,
Norilsk and Snezhnogorsk, in accordance with Appendix 2 hereto;
– book (residual) value of the transferred property as at February 1, 2015:
one billion, four hundred thirty-two million, eight hundred eleven thousand, two
hundred thirty-five (1,432,811,235) rubles and 16 kopecks;
– selling price of the property: one billion four hundred fifty million
(1,450,000,000) rubles and 00 kopecks, inclusive of VAT (18%);
– property transfer method: by entering into an addendum to Purchase and
Sale Agreement for Electric Grid Facilities No. NN/1017-2007 of October 10,
2007;
– buyer: MMC Norilsk Nickel;
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– payment procedure: the buyer pays the property price by bank transfer
into the seller’s settlement account within ten (10) banking days after the date of
the seller’s invoice, and the seller issues the invoice within five (5) banking days
after the parties sign the addendum to the agreement.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. S. Kalinin,
A. Ye. Murov, and S. Remes voted “For.”
A. F. Dyakov, V. M. Kravchenko, and A. N. Shishkin voted “Against.”
A. A. Makarov, D. S. Morozov, and P. O. Shatsky “Abstained.”
Approved.
4. Results of the implementation of measures aimed at compliance by
JSC ROSSETI with the requirements of laws on insider information control
in 2014.
IT WAS RESOLVED AS FOLLOWS:
4.1. 4.1. Note shall be taken of the report on the results of the
implementation of measures aimed at compliance by JSC ROSSETI with the
requirements of laws on insider information control in 2014 in accordance with
Appendix 3 hereto.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, V. M. Kravchenko, A. A. Makarov, A. Ye. Murov, S. Remes,
P. O. Shatsky, and A. N. Shishkin voted “For.”
D. S. Morozov “Abstained.”
Approved.
5. Progress in preparations for the 2018 FIFA World Cup in the
Russian Federation.
IT WAS RESOLVED AS FOLLOWS:
5.1. Note shall be taken of information concerning progress in preparations
for the 2018 FIFA World Cup in the Russian Federation under the Program of
Preparations for the 2018 FIFA World Cup in Russia approved by Resolution of
the Government of the Russian Federation No. 518 of June 20, 2013, in accordance
with Appendix 4 hereto.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, A. A. Makarov, A. Ye. Murov, S. Remes, P. O. Shatsky, and
A. N. Shishkin voted “For.”
V. M. Kravchenko voted “Against.”
D. S. Morozov “Abstained.”
Approved.
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6. Performance report of the Management Board and the report on the
implementation of decisions of the Board of Directors of the Company for the
1st quarter of 2015.
IT WAS RESOLVED AS FOLLOWS:
6.1. Note shall be taken of the performance report of the Company’s
Management Board for the 1st quarter of 2015 (Appendix 5) and the report on the
implementation of decisions of the Company’s Board of Directors for the 1st
quarter of 2015 (Appendix 6).
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, V. M. Kravchenko, A. A. Makarov, S. Remes, P. O. Shatsky, and
A. N. Shishkin voted “For.”
D. S. Morozov and A. Ye. Murov “Abstained.”
Approved.
7. Formalization of procedures for putting completed facilities into
operation within JSC ROSSETI, including subsidiaries and dependent
companies, and the preparation of the necessary reports.
IT WAS RESOLVED AS FOLLOWS:
7.1. Note shall be taken of information concerning the formalization of
procedures for putting completed facilities into operation within JSC ROSSETI,
including subsidiaries and dependent companies, and the preparation of the
necessary reports in accordance with Appendix 7 hereto.
7.2. The sole executive body of the Company shall be instructed to ensure
(with the requisite corporate procedures to be carried out) that the completed
facilities are put into operation at JSC ROSSETI’s subsidiaries and dependent
companies listed in Appendix 7 hereto in accordance with the Company’s
commissioning regulations.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, A. A. Makarov, S. Remes, P. O. Shatsky, and A. N. Shishkin voted
“For.”
V. M. Kravchenko and A. Ye. Murov voted “Against.”
D. S. Morozov “Abstained.”
Approved.
8. Consideration of information on the results of the examination
conducted by the Control Directorate of the President of the Russian
Federation with respect to compliance with federal laws and Decree of the
President of the Russian Federation No. 1567 of November 22, 2012, “On
Joint Stock Company ROSSETI” as related to the development,
modernization, and improvement of the electric power industry.
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IT WAS RESOLVED AS FOLLOWS:
8.1. Note shall be taken of information on the results of the examination
conducted by the Control Directorate of the President of the Russian Federation
with respect to compliance with federal laws and Decree of the President of the
Russian Federation No. 1567 of November 22, 2012, “On Joint Stock Company
ROSSETI” as related to the development, modernization, and improvement of the
electric power industry.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, V. M. Kravchenko, A. A. Makarov, A. Ye. Murov, S. Remes,
P. O. Shatsky, and A. N. Shishkin voted “For.”
D. S. Morozov “Abstained.”
Approved.
9. Review of the Annual Report “On the Performance Results for the
Schedule (Road Map) for Implementing the Strategy for Developing and
Improving the Internal Control System of JSC ROSSETI and Subsidiaries
and Dependent Companies of JSC ROSSETI.”
IT WAS RESOLVED AS FOLLOWS:
9.1. Note shall be taken of the Annual Report “On the Performance Results
for the Schedule (Road Map) for Implementing the Strategy for Developing and
Improving the Internal Control System of JSC ROSSETI and Subsidiaries and
Dependent Companies of JSC ROSSETI for 2014” in accordance with Appendix 8
hereto.
S. I. Shmatko, B. I. Ayuyev, O. G. Barkin, O. M. Budargin, A. F. Dyakov,
A. S. Kalinin, V. M. Kravchenko, A. A. Makarov, A. Ye. Murov, S. Remes,
P. O. Shatsky, and A. N. Shishkin voted “For.”
D. S. Morozov “Abstained.”
Approved.
Ballots attached hereto.
Dissenting opinions by B. I. Ayuyev, A. F. Dyakov, V. M. Kravchenko,
and A. Ye. Murov attached hereto.
S. I. Shmatko
Chairman of the Board of Directors
O. A. Groshev
Secretary of the Board of Directors
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Date of the Minutes of the Meeting: June 5, 2015