DRAFT DECISIONS ON AGENDA ISSUES:
1. Election of members of Supervisory Board of the Company.
2. Approval of terms of civil law contracts to be concluded with members of Supervisory Board of the Company. Election of person authorized to sign contracts with members of Supervisory Board of the Company.
Draft decision:
1. To approve terms of civil law contracts to be concluded with members of Supervisory Board of the Company and to establish amount of remuneration for members of Supervisory Board of the Company specified in it.
2. To grant General Director of the Company authority to sign civil law contracts to be concluded with members of Supervisory Board of the Company.
3. Approval of terms of contracts to be concluded with members of the Directorate.
Draft decision No. 1:
1. To approve terms of the contracts to be concluded with members of the Company's Directorate and to establish amount of remuneration for members of the Directorate specified in it.
2. To authorize Chairman of General Meeting of the Company and/or General Director of the Company to sign contracts with members of the Company's Directorate.
Draft decision No. 2:
1. To approve terms of the contracts to be concluded with members of the Company's Directorate: Subotin V.G., Busko V.M., Budarin O.S., Ishchenko G.I., Patsyuk S.T., Korshunov O.O., Levchenko E.V., Ilinskyi S.S., Semenchuk I.I., Nesterenko D.M., and to establish amount of remuneration for members of Directorate indicated in it.
2. To set out point 2 of issue 17 of minutes of meeting No. 33 of extraordinary General Meeting of the Company, held on 28.07.2022, in the new version: “2. To conclude contract with member of the Directorate - Director of the Company Burakov O.S.”
3. To approve terms of the contract to be concluded with member of Directorate of the Company, Burakov O.S., whose powers will enter into force after conclusion of the contract with him, and to establish amount of remuneration for members of Directorate in it.
4. To authorize Chairman of General Meeting of the Company and/or General Director of the Company and/or Chairman of Supervisory Board to sign contracts with members of the Company's Directorate.
Draft decision No. 3:
1. To approve terms of the contracts to be concluded with members of the Company's Directorate: Subotin V.G., Busko V.M., Budarin O.S., Ishchenko G.I., Patsyuk S.T., Korshunov O.O., Ilinskyi S.S., Semenchuk I.I., Nesterenko D.M., and to establish amount of remuneration for members of Directorate indicated in it.
2. To set out clause 2 of issue 17 of minutes of meeting No. 33 of extraordinary General Meeting of the Company, held on 28.07.2022, in the new version: “2. To conclude the contract with member of Directorate - Director of the Company Burakov O.S.”
3. To approve terms of the contract to be concluded with member of Directorate of the Company, Burakov O.S., whose powers will enter into force after conclusion of the contract with him, and to establish amount of remuneration for members of Directorate specified in it.
4. To authorize Chairman of General Meeting of the Company and/or General Director of the Company and/or Chairman of Supervisory Board to sign contracts with members of the Company's Directorate.
4. Adopting of decision on conservation of the Company's property.
Draft decision:
1. To make a decision on conservation of the Company's property.
2. Approve List of the Company's equipment subject to conservation.
3. To approve Conservation Project of main production assets of “Ukrenergymachines” JSC.
4. To authorize Directorate of the Company to take all necessary actions regarding conservation and maintenance of the Company's property in accordance with List of the Company's property and Project for conservation of the Company's property, approved by this decision.
5. Adoption of a decision on granting preliminary consent to execution of transaction, namely obtaining bank guarantee for concluding a contract with SE NNEGC “Energoatom”.
Draft decision:
1. To adopt decision on preliminary granting of consent for the Company in course of its current economic activity, but not more than within one year from the date of this extraordinary General Meeting, transaction, namely obtaining guarantee from bank, in amount of 7 001 255.20 hryivn., with the aim of securing tender offer in tenders announced by SE NNEGC “Energoatom” for supply of a set of parts for HPC of K-1000-60/3000 turbine for the SD KhNPP manufactured by “Ukrenergymachines” JSC.
2. To authorize Deputy General Director Budarin O.S. to obtain bank guarantee, conclude and sign guarantee agreement with the bank, appendices and additional agreements/contracts to it, as well as other documents necessary for issuing bank guarantee, with the right to determine terms of such transactions at his own discretion.
6. Adoption of decision on granting preliminary consent to execution of transactions, namely obtaining bank guarantees for fulfillment of terms of Contractual Agreements with Private Joint Stock Company “Ukrhydroenergo”.
Draft decision:
1. To make decision on preliminary granting of consent for the Company to commit in course of current economic activity, but not more than one year from the date of these extraordinary General Meeting, transactions, namely obtaining guarantees from JSC “Oschadbank” and conclusion of relevant agreements on provision of guarantees and others necessary for obtaining guarantees, contracts and documents, namely:
- under the Contract No. UHE/TKNV/C/2-13 dated 21.11.2016, “Rehabilitation of two (2) Blocks at KANIV Hydro Power Plant”:
- under the Contract No. UHE/TFCS1/C/3-13 dated 30.12.2016, “Rehabilitation of 3 units (3-Francis turbines and 3 generators) at Kyiv PSPP”:
- under the Contract No. UHE/TKAP2/C/4-14 dated 22.11.2017, “Rehabilitation of two (2) hydro-units (KAPLAN turbines and generators) at Seredniodniprovska Hydro Power Plant”:
- under the Contract No. UHE/TKAP3/C/4-14 dated 22.11.2017, “Rehabilitation of two (2) hydro-units (KAPLAN turbines and generators) at DNIPRO-2 Hydro Power Plant”:
- under the Contract No. UHE/TKRE/С/8-17 dated 14.03.2019, “Rehabilitation of Kaplan Units at Kremenchug HPP”:
2. To adopt decision on granting consent, in order to ensure obligations of the Company under agreements on provision of bank guarantees, which will be concluded with JSC “Oschadbank” in accordance with this minutes of meeting:
- for transfer as pledge of property rights, claims of funds belonging to the Company, according to the contracts concluded by it; placement of monetary coverage on terms and conditions as required by the Bank, without additional approval, approval of such actions by higher management body of the Company.
3. To grant Deputy General Director Budarin Oleksiy Serhiyevich or person performing his duties, or another person authorized to do so by a power of attorney issued by General Director of the Company, the authority to place cash cover, conclude and sign, on behalf of the Company, contracts on provision of bank guarantees with JSC “Oschadbank”, contracts for pledge of property rights, cash claims and all other documents, including applications for provision of guarantees necessary for obtaining guarantees, additional contracts/agreements on amendments and additions to contracts for provision of bank guarantees, contracts for provision of property rights cash requirements that may be entered into in future, after signing agreements on provision of bank guarantees, including agreements on termination of concluded agreements, on behalf of the Company; with determination of the subject, price, term and other conditions (including essential) of these contracts (term of validity of the contract, amount of the contract, etc.) and changes, additions to them at his/her own discretion without additional agreement, approval and approval of terms of such agreements (amendments/additions) by other authorized bodies of the Company, as well as to authorize him to sign on behalf of the Company any documents necessary for obtaining guarantees and issuing collateral.
7. Review and approval of list of the Company's property with residual value, which is subject to sale in 2023.
Draft decision:
To approve list of the Company's property with residual value, which is subject to sale in 2023.
8. Review and approval of the of the Company's property with residual value, which is subject to write-off in 2023.
Draft decision:
To approve list of the Company's property with residual value, which is subject to write-off in 2023.
9. Provision of preliminary consent to the write-off and sale of fixed assets with residual value in 2023.
Draft decision:
To adopt decision on granting consent to write-off and sale of fixed assets with residual value in 2023 in accordance with lists approved in issues 7 and 8 of agenda of this meeting.
10. Adopting decision on election of appraiser of the Company's property, and approving terms of contract to be concluded with him, establishing amount of payment for his services.
Draft decision:
1. To elect natural person - entrepreneur Popakalo Vitalii Mykhailovych (RNTAC 2928120358) as appraiser of the Company's property to carry out independent appraisal of property, including non-residential premises, production equipment, vehicles and works in progress, for purpose of transferring property for lease and/or for its sale; and to approve terms of the framework agreement for provision of independent evaluation services, which will be concluded with him, establishing payment for his services in amount established in contract.
2. Authorize General Director (with the right of delegation) to conclude and sign framework agreement for provision of independent evaluation services and other necessary documents.
11. Adoption of decision on granting consent to amend general agreement on provision of bank guarantees.
Draft decision: