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Board of Directors of “Quadra – Power Generation” Approves AGMS agenda and recommends that shareholders approve credit transactions to finance CSA construction

The Board of Directors of PJSC “Quadra – Power Generation”, at its regular meeting on 23 May, approved the following agenda of the Annual General Meeting of Shareholders (AGMS) of the Company following the year 2015:

1. Approval of the annual report, annual accounting (financial) statements of the Company, including the financial results statement, for 2015.
2. Distribution of profit (including payment (announcement) of dividends) and losses of the Company for the reporting year 2015.
3. Election of members of the Board of Directors of the Company.
4. Election of members of the Internal Audit Commission of the Company.
5. Approval of the Auditor of the Company.
6. Approval of the Charter of the Company in a new version.
7. Approval of the Regulation on the General Meeting of Shareholders of the Company in a new version.
8. Approval of the Regulation on the Board of Directors in a new version.
9. Approval of the Regulation on the Management Board of the Company in a new version.
10. Participation of PJSC “Quadra – Power Generation” in the Association Self-Regulatory Entity “Union of Builders of the Prioksky Region”.
11. Approval of a transaction (a series of related transactions) between PJSC “Quadra – Power Generation” and ONEXIM HOLDINGS LIMITED, which is an interested party transaction, and which is related with funds borrowing to be carried out by PJSC “Quadra – Power Generation”, the value of property under which exceeds 2 percent of the book value of assets of the Company.
12. Approval of a material transaction, consisting of a series of related transactions (credit contracts/agreements) between PJSC “Quadra – Power Generation” (the Borrower) and Bank GPB (JSC) (the Lender), PJSC Savings Bank (the Lender), the value of property under which exceeds 50 percent of the book value of the Company’s assets.

The Board of Directors decided to hold the AGMS on 28 June 2016 at the address: 158 Leninsky Prospekt, Moscow, hotel “Salut”, conference hall “Blue”. Time of its holding is 12:00 p.m., local time. Registration of participants starts at 11:00 a.m. The notice of the AGMS will be published on the Company’s website www.quadra.ru no later than 27 May 2016.

The Board of Directors previously approved the Annual Report and annual accounting (financial) statements of PJSC “Quadra – Power Generation” based on the results of the year 2015.

The Board of Directors recommended the AGMS that the Company’s profit should not be distributed for the reporting year 2015 due to losses in the amount of RUR 4,404,441 thous., and dividends on ordinary and preferred shares of the Company for the reporting year 2015 should not be paid.

The Board of Directors offered the General Meeting of Shareholders that they should approve the new versions of the Regulations on the General Meeting of Shareholders, Board of Directors and Management Board.

The Board of Directors offered the AGMS that they should approve participation of PJSC “Quadra – Power Generation” in the Association Self-Regulatory Entity “Union of Builders of the Prioksky Region”.

The Board of Directors recommended the General Meeting of Shareholders that they should approve the following transactions associated with funds borrowing to be carried by PJSC “Quadra – Power Generation” in order to construct the CSA facilities at the Dyagilev HPP, Alexin HPP, and Voronezh HPP-1:

  • The transaction between PJSC “Quadra – Power Generation” and ONEXIM HOLDINGS LIMITED, which is an interested party transaction, with a maximum amount of raised funds of RUR 3 bn*, availability period before 31 December 2025, and interest rate not exceeding 8.25 % per annum. Investing by ONEXIM HOLDINGS LIMITED is a pendent condition for the provision of credit from Bank GPB (JSC) and PJSC Savings Bank.

* the limit amount of borrowed funds includes RUR 750 mn – a loan issued by ONEXIM HOLDINGS LIMITED to PJSC “Quadra – Power Generation” in March 2016 to finance the construction of CSA facilities.

  • The major transaction between PJSC “Quadra – Power Generation” and Bank GPB (JSC), PJSC Savings Bank (the syndicated credit agreement), which stipulates the provision of non-revolving line of credit in the amount of the total limit of issue up to RUR 7.5 bn. The transaction, the value of property under which is more than 50 percent of the book value of assets, is treated as a related one* with previously concluded credit contracts / agreements between PJSC “Quadra – Power Generation” and Bank GPB (JSC), PJSC Savings Bank.

* The price of the transaction includes the total amount of raised funds from Bank GPB (JSC) and PJSC Savings Bank under previously signed credit contracts / agreements (RUR 33.8 bn) and the new credit limit (up to RUR 7.5 bn), as well interest for the entire period of the credits availability and the amount of commission / remuneration related to the issuance and service of these credit obligations. The deadline for the funds availability: before 31 December 2025 (inclusive or earlier).

Information: The syndicated loan will be secured by the property and land plots of PJSC “Quadra – Power Generation”, as well as the company’s shares. The amount of the package assumed to be pledged in order to perform credit obligations is currently discussed by the major shareholder and crediting banks.

The Board of Directors determined the price of repurchase of PJSC “Quadra – Power Generation’s” shares from shareholders who voted against the decision to approve a major transaction between PJSC “Quadra – Power Generation”, Bank GPB (JSC) and PJSC Savings Bank or did not take part in voting on this issue:

  • ordinary registered share (of RUR 0.01 par value each, registration number of the issue 1-01-43069-A) – in the amount of RUR 0.0029;
  • preferred registered share (of RUR 0.01 par value each, registration number of the issue 2-01-43069-A) – in the amount of RUR 0.0027.

Information: Since the item of approval of a major transaction (the syndicated credit agreement), the value of property under which exceeds 50 percent of the book value of the Company’s assets, was put for consideration by the AGMS, as well as in accordance with clause 1. Sec. 75 of the Federal Law “On Joint Stock Companies”, the shareholders who vote against the decision on approval of the transaction or do not participate in the voting on this item, provided that the AGMS approves the transaction, will be entitled to claim repurchase of the shares held by them. The shares repurchase is carried out at a price approved by the Board of Directors, but it is not less than the market value determined by an independent appraiser. To determine the market value of the shares of PJSC “Quadra – Power Generation”, an appraiser was involved on a competitive basis: LLC “LAIR”.