2.1. Quorum for the issuer’s Board meeting and the voting results concerning the issues on adopting decisions:
Quorum for holding the Board meeting of PJSC MOESK is available.
Voting results:
On the first issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the second issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the third issue on the agenda:
Decision was adopted by the majority being two-thirds of the votes participated in the meeting.
On the fourth issue on the agenda:
Decision was adopted by the majority of the non-executive directors’ votes, who were not interested in accomplishing the transaction. (The following members of the Company’s Board did not participate in voting:
O.M. Budargin, O.Y. Isaev and P.A. Sinyutin, who are recognized as non-independent directors in accordance with the Clause 3 to the Article 83 of the Federal Law on Joint-Stock Companies).
On the fifth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the sixth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the seventh issue on the agenda:
Decision was adopted by the majority of the non-executive directors’ votes, who were not interested in accomplishing the transaction. (The following members of the Company’s Board did not participate in voting:
O.M. Budargin, O.Y. Isaev and P.A. Sinyutin, who are recognized as non-independent directors in accordance with the Clause 3 to the Article 83 of the Federal Law on Joint-Stock Companies, as well as P.A. Livinsky, who is considered to be a person concerned in accomplishing the transaction in accordance with the Clause 1 to the Article 83 of the Federal Law on Joint-Stock Companies).
On the eighth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the ninth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the tenth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the eleventh issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the twelfth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the thirteenth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the fourteenth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the fifteenth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
On the sixteenth issue on the agenda:
Decision was adopted by the majority of votes participated in the meeting.
2.2. Contents of the decisions adopted by the issuer’s Board:
On the 1st issue:
Make the following amendments in the composition of the Central tender committee of PJSC Moscow United Electric Grid Company:
1. Terminate the authority of Ashot Mikhailovich Kobelyan, the member of the Central tender committee of PJSC Moscow United Electric Grid Company.
2. Elect Alexey Alexandrovich Galkin, the Head of procurement organization management of PJSC Rosseti, as a member of the composition of the Central tender committee of PJSC Moscow United Electric Grid Company.
On the 2nd issue:
Approve the amendments to the Regulation on the Audit committee of the PJSC MOESK Board in accordance with the Appendix No. 1 to this decision of the Company’s Board.
On the 3rd issue:
Instruct the representatives of PJSC MOESK in the Board of OAO Moskabelsetmontazh relating to the issue of the agenda of the Board meeting of OAO Moskabelsetmontazh “On the election of the Director General of OAO Moskabelsetmontazh” to vote “FOR” the adoption of the following decision:
Elect Alexander Kazimirovich Yakimets as a Director General of OAO Moskabelsetmontazh for a further term until November 04, 2019 inclusive.
On the 4th issue:
1. Determine the price of the rental contract between PJSC Moscow United Electric Grid Company and OAO Energocenter in the amount of 125 154,75 rubles (One hundred and twenty-five thousand one hundred and fifty-four rubles 75 kopecks) per month, including VAT - 19 091,40 rubles (Nineteen thousand ninety-one rubles 40 kopecks) per month.
2. Approve the rental contract between PJSC Moscow United Electric Grid Company and OAO Energocenter (hereinafter referred to as Contract) as the transaction, in which the parties are interested, under the following essential conditions:
Contracting parties.
Owner - PJSC Moscow United Electric Grid Company.
Renter - OAO Energocenter.
Subject matter of the Contract.
1. The Owner transfers and the Renter takes into temporary possession and occupation non-residential premises of the integrated power grid “110 kV Substation “Istomkino” No. 43 with power transmission lines” located at the following address:
Moscow region, Noginsk, Radchenko str., 13, in the following order:
from May 16, 2016, the premises No. 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57 with a nonresidential gross floor area of 269,15 square meters, located on the second floor of the Administration building (letter K, in 1B (1-2B), specified in the Appendix No. 1 to the Contract;
2. Rented premises are provided to the Renter for the purpose of locating the office there.
3. The premises belong to the Owner on the right of ownership, which is confirmed by the Extract from Unified State Register of Property Rights and Transactions No. 50-50-25/006/2007-097 of April 04, 2007, issued on July 28, 2016.
4. The Owner guarantees that at the time of the conclusion of the Contract, the Premises specified in the Clause 1.1. are free from any third-party rights, not mortgaged or under attachment.
Price of the Contract.
According to the appraiser’s report of September 15, 2016 No. 77-26231607-16-1386, performed by JSC NP Consult and, agreed by the Parties, the monthly rent (including charge for energy, water supply, water discharge and general administrative expenses, communication service and Internet) for the renter Premises specified in the Clause 1.1. of the Contract is:
- Premises No. 44, 45, 46, 47 48, 49, 50, 51, 52, 53, 54, 55, 56, 57 with a nonresidential gross floor area of 269,15 square meters, located on the second floor of the Administration building (letter K, in 1B (1-2B), specified in the Appendix No. 1 to the Contract – 125 154 (One hundred and twenty-five thousand one hundred and fifty-four) rubles 75 kopecks, including VAT - 19 091 (Nineteen thousand ninety-one) rubles 40 kopecks.
In case if the paid period is partial (less than 1 month), than the remaining days are calculated according to the following formula:
(yearly rate for 1 square meter per year * rented amount of square meters/365 days) * N, where N is the number of days in the incomplete month.
Rental period and Contract duration.
1. Contract becomes effective from the moment of its signing by the Parties and is valid for 11 months. Terms and conditions of the Contract are applied to the relationship of the Parties, formed before the conclusion of the Contract, beginning the date of May 16, 2016.
2. After the expiration of the Contract validity, the Parties have the right, upon mutual consent, to extend the contract for the same period on similar terms and conditions. The consent of the parties is considered to be reached in case if neither of the Parties, at least one month before the expiration of the Contract, notifies the other Party in writing about its intention not to extend the Contract for the next term.
3. Draw attention to the fact of late bringing the issue for consideration of the Company’s Board.
On the 5th issue:
Director General shall ensure:
1. Definition of the list of goods, works, services purchased for the satisfaction of their own economic needs and subject to standardization.
2. Acceptance (updating) of the Company’s internal document regulating procurement standards for certain goods, works, services, which provides price limits for the mentioned goods, works, services and (or) the requirements concerning their quality, consumer properties and other characteristics and ensuring the satisfaction of the needs in goods, works, services that are not characterized as having the excessive consumer properties.
Term:
35 days from the date of the adoption of the decision by the Company’s Board.
3. Publishing the approved procurement standards on the Company’s official website in the information and telecommunication Internet networks.
4. From the moment of approval of the internal document, mandatory application of the procurement standards when planning economic activity.
5. Being held on an annual basis starting from 2017 (according to the results of 2016 fiscal year reported on) monitoring of the results of the Company's procurement activities, including the compliance with the approved standards for the procurement of goods, works, services for the Company’s needs, as well as the conformity of the intended purpose of the goods, works, services purchased by the Company with the statutory activities.
6. Updating the approved in the Company standards of goods, works, services on an annual basis.
On the 6th issue:
1. Approve the Procedure for organization of the sales of marginal assets of PJSC Moscow United Electric Grid Company in an updated version according to the Appendix No. 2 to this decision of the Company’s Board.
2. Recognize as no longer valid the Regulation on the organization of the sales of marginal assets of PJSC Moscow United Electric Grid Company approved by the decision of the Board of December 02, 2008 (Minutes No. 75 of December 03, 2008, issue 2).
3. Recognize as no longer valid the Clause 2 of the decision of the Board of PJSC Moscow United Electric Grid Company regarding issue No. 6 of November 24, 2014 (Minutes of November 27, 2014 No. 246).
4. Establish that the transactions related to the alienation of the fixed assets classified as immovable property in accordance with the legislation, the objects of construction-in-progress, the purpose of use of which is not the production, transmission, production scheduling, distribution of electric and thermal energy, are subject to settlement in accordance with the Procedure for organization of the sales of marginal assets of PJSC Moscow United Electric Grid Company in an updated version according to the Appendix No. 2 to this decision of the Company’s Board.
On the 7th issue:
1. Determine that the cost of the Contractor’s services for the identification and inclusion of the unaccounted consumption in Moscow and Moscow region in a productive supply of electric energy is determined by the formula:
Si =С*29,5%,
Where:
i – an accounting period equal to one calendar month for which the cost of the service is calculated.
С – a cost of identified and included in a productive supply of electric energy unaccounted consumption is determined by the formula:
С=[(VВН*TВН)+(VCH1*TCH1)+(VCH2*TCH2)+(VHH*THH)+∑ix (Vpopul*Tpopul)]+(Vtotal*Tloss.),
Where:
VВН, VCH1, VCH2, VHH – volume of the identified and included in a productive supply of electric energy unaccounted consumption by voltage levels, except for volumes of the unaccounted consumption by the population rate class;
TВН, TCH1, TCH2, THH – straight-line rate for electricity transmission services at the appropriate voltage level;
Vpopul. – volume of the identified and include in a productive supply of electric energy unaccounted consumption for the population rate class;
Tpopul – straight-line rate for electricity transmission services for the population rate class;
ix – number of categories for the “population” group in the accounting period when the cost of the service is calculated taking into account the decision concerning rate;
Vtotal – total volume of the identified and included in a productive supply of electric energy unaccounted consumption by all voltage levels and population rate classes;
Tloss – cost of electricity for which the Customer purchases the losses from the guaranteeing supplier in the relevant accounting period;
29,5% - part of the cost of the identified unaccounted consumption.
The cost of services cannot be equal to or exceed 2% of the balance sheet assets of PJSC MOESK according to its financial statements as of the last reporting date.
2. Approve the Paid service contract between PJSC Moscow United Electric Grid Company and PJSC Mosenergosbyt (hereinafter referred to as Contract) as the transaction, in which the parties are interested, under the following essential conditions:
Contracting parties:
Customer – PJSC MOESK;
Contractor - PJSC Mosenergosbyt.
Subject matter of the Contract:
1. Under the Contract, the Contractor, as per the Customer's order, undertakes to render him the services in order to identify and include in a productive supply the volumes of electric energy consumed with violation of the established by the energy supply agreement (electrical energy sales (supply) contract) electrical energy accounting treatment made by the consumers connected to the networks of PJSC MOESK within the activities of PJSC MOESK in Moscow and Moscow region, hereinafter referred to as the Services, and the Customer undertakes to accept and pay for these Services.
2. Range of the services rendered, the result of their rendering and specific requirements for the services are determined by the Technical specifications (Appendix No. 1 to the Contract), which represents an integral part of this Contract.
Price of the Contract:
Cost of the services rendered is determined in accordance with the Procedure for determining the cost of the services provided in the Appendix No. 2 to the Contract, and is monthly confirmed by the certificates of services rendered, concluded by the Parties.
Service period under the Contract, Contract duration:
Contract becomes effective from the moment of its signing by the Parties and extends to the relations between the Parties, formed from the date of August 29, 2016 (10 days after the date of choosing the Contractor with the Record of the meeting of procurement commission of August 19, 2016 No. M/2357), and until December 31, 2017.
3. Draw attention to the fact of late bringing the issue for consideration of the Company’s Board.
On the 8th issue:
1. Approve the Company’s Timed action plan on reducing overdue accounts receivables for the services related to the transmission of electricity and settlement of disputes that occurred on October 01, 2016, in accordance with the Appendix No. 3 to this decision of the Board.
2. Take into consideration the Report on the implementation of the Timed action plan of PJSC MOESK earlier approved by the Company’s Board designed to reduce overdue accounts receivables for the services related to the transmission of electricity and settlement of disputes that occurred on July 01, 2016, in accordance with the Appendix No. 4 to this decision of the Board.
3. Take into consideration the Report on activities undertaken by PJSC MOESK regarding the newly formed overdue accounts receivables for the services related to the transmission of electricity in the 3rd quarter of 2016 in accordance with the Appendix No. 5 to this decision of the Board.
4. Take into consideration the Report on repayment of overdue accounts receivables for the services related to the transmission of electricity established as of January 01, 2016, for 9 months of 2016 in accordance with the Appendix No. 6 to this decision of the Company’s Board.
On the 9th issue:
Approve the following insurance company as the Insurer of PJSC MOESK:
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Class of insurance
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Insurance company
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Insurance period (policy issue period)
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Voluntary insurance against
accidents and illnesses
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JSC SOGAZ
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from 11.12.2016 till
10.12.2017
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.
On the 10th issue:
1. Take into account the report on implementation of the Corrective action plan to eliminate the deficiencies identified in the result of the verification of the implementation of the investment project ““Kozhevnicheskaya” Substation 220/20/10 kV”, conducted by the Minenergo of Russia on the basis of the order of the Minenergo of Russia of June 25, 2015 No. 391 for 3rd quarter of 2016 in accordance with the Appendix No. 7 to this decision of the Company’s Board.
2. Draw attention to the failure to comply with the Clause 9 of the Corrective action plan to eliminate the deficiencies identified in the result of the verification of the implementation of the investment project ““Kozhevnicheskaya” Substation 220/20/10 kV”, conducted by the Minenergo of Russia on the basis of the order of the Minenergo of Russia of June 25, 2015 No. 391 for 3rd quarter of 2016 in terms of the approval of the estimate documentation and the introduction of the modified costs of construction of “Kozhevnicheskaya” Substation in the Individual development program in accordance with the positive opinion of the state expertize agency on its reliability.
2. The Sole executive body of the Company shall ensure unconditional implementation of the Corrective action plan to eliminate the deficiencies identified in the result of the verification of the implementation of the investment project ““Kozhevnicheskaya” Substation 220/20/10 kV”, conducted by the Minenergo of Russia on the basis of the order of the Minenergo of Russia of June 25, 2015 No. 391 for 4th quarter of 2016.
On the 11th issue:
1. Approve the decision on the completion of the transaction by PJSC MOESK related to the transfer of the Company’s property without compensation in accordance with the Appendix No. 8 to this decision of the Company’s Board.
2. Instruct the Sole executive body of the Company to ensure the financing of philanthropic assistance avoiding degradation of the planned financial results of the activities, taking into account the unconditional achievement of the target of reduction of specific operational expenses (costs) based on the results of activities for 2016, planned in the approved business plan of the Company for 2016.
On the 12th issue:
1. Approve the Internal audit quality assurance and improvement programme of PJSC MOESK (hereinafter referred to as the Assurance programme) in accordance with the Appendix No. 9 to this decision of the Company’s Board.
2. The subdivision performing the internal audit shall ensure that the internal estimate is conducted and submitted in accordance with the Clause 5.2 of the Assurance programme to the Company’s Board with preliminary consideration by the Board audit committee, starting with the estimation for 2016.
Term:
according to the results of the estimation for 2016 – no later than April 10, 2017, following the results of the estimation of the succeeding accounting periods – no later than February 28 of the year following the accounting year.
3. The Sole executive body of the Company shall ensure the conducting of the internal estimate of the quality of the internal audit of the Company as of December 3, 2018, and the submission of its results to the Board with preliminary consideration by the Board audit committee.
Term:
no later than March 31, 2019.
4. Cancel the Clause 2.2 of the decision of the Board of PJSC MOESK of October 09, 2014 regarding the issue No. 4 (Minutes of the meeting of the PJSC MOESK Board No. 242).
On the 13th issue:
Take into account the suggestions regarding achieving the planned effect from the implementation of the activities to reduce the rate of electricity losses in 2016 in Moscow and Moscow region in accordance with the Appendix No. 10 to this decision of the Company’s Board.
On the 14th issue:
Take into account the suggestions regarding reducing the number of disagreements on the volumes of the electrical energy transmission services, that occurred as of July 01, 2016 in accordance with the Appendix No. 11 to this decision of the Company’s Board.
On the 15th issue:
1. In order to implement the instructions of the Directives of the Government of the Russian Federation of July 07, 2016 No. 4863p-P13, approve:
1.1. Programme for alienation of the marginal assets of PJSC MOESK in accordance with the Appendix No. 12 to this decision;
1.2. Register (implementation plan) of the marginal assets of PJSC MOESK in accordance with the Appendix No. 13 to this decision;
1.3. Ensure quarterly review of the report on the implementation of the register (implementation plan) of the marginal assets of the Company;
Term:
quarterly, no later than 20 calendar days of the quarter following the accounting one.
2. Make the following amendments in the decision of the Board of PJSC MOESK of November 24, 2014 (Minutes of the meeting of the PJSC MOESK Board of November 27, 2014 No. 246) regarding the issue No. 6 “On the identification of the casesв (amount) of transactions with the Company's property subject to the prior approval by the Company’s Board”:
2.1. Supplement the Clause 1 of the decision of the Board with the Sub-clause 1.5. of the following content:
“1.5. of the fixed assets classified as immovable property in accordance with the legislation the objects of construction-in-progress, the purpose of use of which is not the production, transmission, production scheduling, distribution of electric and thermal energy below the balance sheet value”;
2.2. Provide the Clause 3 of the decision of the Board of PJSC MOESK as follows:
“Instruct the Director General of the Company to submit for the consideration of the Company’s Board a report on the implementation of the register (implementation plan) of the marginal assets of the Company on a quarterly basis not later than 20 (twenty) calendar days of the quarter following the accounting one”.
On the 16th issue:
1. Take into consideration the information on the marginal assets sales for 9 months of 2016 in accordance with Appendix No. 14 to this decision of the Company’s Board.
2. The Director General of the Company shall ensure the consideration by the Company’s Board of the issue “On consideration of the report of the Director General on the Company’s marginal assets sales for 2016” before January 30, 2017.2.3. Date of holding the issuer’s Board meeting when the relevant decisions were adopted:
December 29, 2016.
2.4. Date of preparation and number of the minutes of the issuer’s Board meeting when the relevant decisions were adopted:
December 30, 2016, Minutes No. 305.
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