On 28 June 2016, the Annual General Meeting of Shareholders of the company “Quadra – Power Generation” (AGMS) was held.AGMS approved the annual report and annual accounting (financial) statements of the Company, including the financial results statement of the Company for the year 2015.
The shareholders decided not to distribute the profit for the year 2015 due to losses in the amount of RUR 4.4 bn, and not to pay dividends on ordinary and preferred shares of the Company for the reporting year 2015.
AGMS elected a new Board of Directors consisting of 9 people* as follows:
- Daniel Lesin Wolfe, Deputy General Director of LLC “Group ONEXIM”
- Mikhail Alexandrovich Sosnovsky, Deputy General Director of LLC “Group ONEXIM”
- Yury Pavlovich Pimonov, General Director of PJSC “Quadra – Power Generation”
- Evgeny Evgenievich Gorev, Deputy General Director for Corporate Governance of PJSC “Quadra – Power Generation”
- Sergey Afanasievich Tazin, Executive Director of GE Oil & Gas Russia/CIS
- Alexander Eduardovich Zubkov, Investment Manager of LLC “Group ONEXIM”
- Andrey Nikolaevich Kononov, head of the corporate governance standards division of LLC “Group ONEXIM”
- Evgeny Vyacheslavovich Dod
- David Alexander Hurn, Managing Director of the Representative Office of the Limited Liability Company “Specialized Research Limited” in Moscow.
* the positions are stated at the date of recommendation (the list of candidates for election to the Board of Directors was approved by the Board of Directors of PJSC “Quadra – Power Generation” on 4 March 2016)
AGMS elected members of the Internal Audit Commission consisting of 5 people*:
• Natalia Victorovna Borovkova, Head of the Planning and Economic Department of PJSC “Quadra – Power Generation”
• Anastasia Vladimirovna Müller-Holthusen, Deputy Head of the Corporate Structures Administration of LLC “Group ONEXIM”
• Alexandra Konstantinovna Filippenko, Main Specialist of the Investment Accounting Division in the Accounting and Reporting Administration of the Financial Department of LLC “Group ONEXIM”
• Irina Vasilievna Shirshova, Deputy Chief Accountant of PJSC “Quadra – Power Generation”
• Irina Nikolaevna Yushina, Main Specialist of the Accounting and Reporting Administration of LLC “Group ONEXIM”
* the positions are stated at the date of recommendation (the list of candidates for election to the Internal Audit Commission was approved by the Board of Directors of PJSC “Quadra – Power Generation” on 4 March 2016)
AGMS approved the auditor of PJSC “Quadra – Power Generation”: Joint-Stock Company “PricewaterhouseCoopers Audit”.
AGMS approved a new version of the following internal documents of PJSC “Quadra – Power Generation”:
- Regulation on the General Meeting of Shareholders
- Regulations on the Board of Directors
- Regulations on the Management Board of the Company
The need for approval of new versions of the documents is due to changes in the Russian Federation laws (Federal Law “On Joint Stock Companies”), Listing Rules of CJSC “Stock Exchange “MICEX”, optimization of activities of the company’s management bodies, as well as bringing of the new version of the Corporate Governance Code of the CBR into compliance with the requirements.
AGMS approved participation of PJSC “Quadra – Power Generation” in the Association Self-Regulatory Entity “Union of Builders of the Prioksky Region”.
AGMS approved transactions associated with funds borrowing to be carried out by PJSC “Quadra – Power Generation” in order to construct the CSA facilities at the Dyagilev HPP, Alexin HPP, and Voronezh HPP-1:
- 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.
- 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).