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PUBLIC JOINT-STOCK COMPANY FEDERAL HYDRO-GENERATING COMPANY - RUSHYDRO

(HYDR)
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PJSC RusHydro : Results of the Board of Directors -2-

05/28/2021 | 08:49am EDT
        the Ministry of Digital Development, Communications and Mass Media of the Russian Federation dated September 
        20, 2018 "On the Approval of Methodical Recommendations on the Transition of State Companies to Prior Use of 
        Domestic Software, Including Domestic Office Software"; 
      ?                when updating the RusHydro Group digital transformation strategy (program) starting January 1, 
        2022 pursuant to the Methodical Recommendations for Digital Transformation providing for import phase-out and 
        transition to prior use of domestic software as well as ensuring continuity with the Russian Government 
        Directives 10068p-P13 dated December 6, 2018; 
     3.     To ensure, until September 1, 2021, the development and introduction, in the Long-Term Development Program 
        of RusHydro Group pursuant to the Methodical Recommendations on Digital Transformation, of the section on the 
        RusHydro Group digital transformation providing for the definition of goals, objectives and description of key 
        measures for digital transformation, indicating the terms, volumes and sources of financing necessary and 
        sufficient to ensure the RusHydro Group digital transformation, setting the target value of import phase-out 
        KPI to achieve by 2024 a 70% share of the Company's expenses on the procurement of domestic software and 
        related works (services) of the Company's total expenses on the procurement of software and related works 
        (services) including to fulfil the task set forth in subparagraph "a" of Clause 1 of the list of presidential 
        instructions No. Pr-1068 dated July 3, 2020. 
     4.     To ensure updating of the RusHydro Group digital transformation strategy (program) within 3 months from the 
        date of receipt of the updated Methodical Recommendations on Digital Transformation. 
     5.     To ensure introduction of the described approach in the implementation of measures specified in Clauses 1 
        to 4, 6 and 7 of this Resolution in subsidiaries, whose total share of the Company's direct and (or) indirect 
        participation in the authorized capital exceeds 50%, in accordance with the list of such subsidiaries and the 
        implementation timetable approved by the Company in coordination with related federal executive body and the 
        Ministry of Digital Development, Communications and Mass Media of the Russian Federation. 
     6.     To ensure submittal to the Ministry of Digital Development, Communications and Mass Media of the Russian 
        Federation in accordance with the Methodical Recommendations on Digital Transformation of: 
  ?    the Report on the implementation of Clauses 1-5 of the Russian Government Directives No. 3438p-P13 dated April 
    14, 2021, until October 1, 2021; 
  ?    Annual reports on the implementation of the Russian Government Directives No. 3438p-P13 dated April 14, 2021, 
    and the digital transformation strategy (program), on the achievement of key performance indicators of the digital 
    transformation strategy (program) implementation, within four months starting January 1, 2022. 
     7.     To ensure submittal to the Ministry of Digital Development, Communications and Mass Media of the Russian 
        Federation: 
  ?    quarterly reports on implementation of the Action Plan for the period of 2018 to 2021 of the Company's 
    transition to prior use of domestic software, by no later than the 10th day of the month following the reporting 
    quarter, until January 1, 2022, in accordance with the reporting forms stipulated by the Russian Government 
    Directives No. 10068p-P13 dated December 6, 2018; 
  ?    quarterly reports on implementation of the Action Plan for the period until 2024 of the Company's transition to 
    prior use of domestic software, by no later than the 10th day of the month following the reporting quarter, 
    starting January1, 2022, in accordance with the Methodical Recommendations on Digital Transformation. 
 
Item 6: On Approving the Agenda of the Annual General Meeting of Company Shareholders. 
Adopted Resolution: 
Approve the agenda of the Annual General Meeting of Company Shareholders to be held on the 2020 results, as follows: 
 1.     Approval of the Company annual report for 2020. 
 2.     Approval of the Company annual accounting (financial) statements as of 2020 year-end. 
 3.     Approval of the Company profit distribution as of 2020 year-end. 
 4.     On the amounts, due dates and forms of dividend payment on the basis of performance for 2020, and on fixing the 
    date of record for persons entitled to dividends. 
 5.     Election of members of the Board of Directors of the Company. 
 6.     Election of members of the Internal Audit Commission of the Company. 
 7.     Approval of the Company's Auditor. 
 8.     Approval of the redrafted RusHydro Articles of Association. 
 9.     Approval of the redrafted Regulation on payment of remunerations and compensations to RusHydro members of the 
    Board of Directors. 
 
Item 7: On recommendations to the Annual General Meeting of Company Shareholders on matters related to the AGM agenda: 
7.1. On Recommendations to the Annual General Meeting of Company Shareholders as to: Approval of distribution of the 
Company profit as of year-end of 2020. 
Adopted Resolution: 
Approve preliminarily, and recommend the Annual General Meeting of Company Shareholders to approve, the distribution of 
the Company profit as of year-end 2020 as follows: 
                                                    (mln. RUB) 
 
Retained earnings (loss) of the reporting period 
                                                    35,959.4 
To be distributed on:        the Reserve Fund 
                                                  1,798.0 

Development of the Company 10,857.9

Dividends 23,303.5

7.2. On Recommendations to the Annual General Meeting of Company Shareholders as to: On the amounts, due dates and forms of dividend payment on the basis of performance for 2020, and on fixing the date of record for persons entitled to dividends.

Adopted Resolution:

To pay dividends on ordinary shares of the Company based on the results of 2020 in the amount of RUB 0.0530482 per one share.

Form of payment of dividends: monetary.

To establish July 10, 2021 (the 10th day from the date of the decision to pay dividends) as the date on which the persons entitled to receive dividends shall be determined.

The dividend payment period for a nominee holder or beneficial owner that is a professional participant in the securities market registered in the Company's shareholder register shall not exceed 10 business days, and for other persons registered in the Company's shareholder register, it shall not exceed 25 business days from the date when the persons entitled to dividends are determined.

Item 8: On the Matters Related to Convening, Preparing and Holding the Annual General Meeting of Company Shareholders.

Adopted Resolution: 1. Approve the form and wording of the notice of the Annual General Meeting of Shareholders of RusHydro (hereinafter

referred to as the Meeting) (Schedule No. 9 to the Minutes). 2. Post the Meeting notice on the Company's website www.rushydro.ru within the time limits specified by the

legislation of the Russian Federation. 3. Establish that both the Meeting notice and the information (materials) for the Meeting shall be sent electronically

(as electronic documents) to the Company's Registrar in order to be later communicated to the persons entitled to

take part in the Meeting, as per the Russian Federation legislation governing securities. 4. Approve the form and wording of a voting ballot for the Annual General Meeting of Company Shareholders (Schedule

No. 10 to the Minutes). 5. Approve the wordings of the resolutions, as to the Meeting agenda items, to be sent electronically

(as electronic documents) to the nominee shareholders specified in the Company register of shareholders (Schedule

No. 11 to the Minutes). 6. Establish that the wordings of the resolutions as to the Meeting agenda items, along with the voting

ballots, shall be delivered to the Company Registrar to be later sent electronically (as electronic documents) to

the nominee shareholders specified in the Company register of shareholders not later than on June 09, 2021

(inclusive). 7. Establish that the filled-up voting ballots may be sent at the postal address as follows: ? POB 54, Moscow, 127137, JSC VTB Registrar. 8. Supplement the information (materials) provided to persons having the right to take part in the Meeting

with the following information (materials): ? Articles of Association of the Company with amendments; ? draft redrafted Articles of Association of the Company; ? comparative table of amendments to be made to the Company Articles of Association, with rationalization of the need

to have the corresponding resolutions adopted; ? the current version and draft redrafted of the Regulation on payment of remuneration and compensation to the

members of the Board of Directors of the Company; ? comparative table of amendments to be made to the Regulation on payment of remuneration and compensation to the

members of the Board of Directors of the Company with rationalization of the need to have the corresponding

resolutions adopted; ? explanation of potential consequences for the Company and its shareholders in case of having adopted the amendments

to the Company Articles of Association and Regulation on payment of remuneration and compensation to the members of

the Board of Directors of the Company.

About RusHydro

(MORE TO FOLLOW) Dow Jones Newswires

May 28, 2021 08:48 ET (12:48 GMT)

Stocks mentioned in the article
ChangeLast1st jan.
DJ INDUSTRIAL -0.92% 34792.67 Delayed Quote.13.83%
PUBLIC JOINT-STOCK COMPANY FEDERAL HYDRO-GENERATING COMPANY - RUSHYDRO -0.06% 0.8249 End-of-day quote.5.46%
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Financials
Sales 2021 414 B 5 656 M 5 656 M
Net income 2021 59 070 M 807 M 807 M
Net Debt 2021 164 B 2 240 M 2 240 M
P/E ratio 2021 6,24x
Yield 2021 7,35%
Capitalization 359 B 4 905 M 4 905 M
EV / Sales 2021 1,26x
EV / Sales 2022 1,25x
Nbr of Employees 5 168
Free-Float 28,1%
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Mean consensus BUY
Number of Analysts 8
Last Close Price 0,82 RUB
Average target price 0,98 RUB
Spread / Average Target 19,3%
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Managers and Directors
Viktor Viktorovich Khmarin Chairman-Management Board & General Director
Yuriy Petrovich Trutnev Chairman
Vadim Vladislavovich Nedotko Head-Economic Planning, Investments & Controlling
Vyacheslav Viktorovich Pivovarov Independent Director
Maxim Sergeevich Bystrov Independent Director