Draft decisions on issues included in agenda of extraordinary General Meeting called on 16.03.2023.
1. Approval of organizational structure of “Ukrainian Energy Machines”. Joint stock company
Draft decision:
To approve organizational structure of “Ukrainian Energy Machines”. Joint stock company.
2. Election of members of Supervisory Board of the Company.
3. Approval of terms of the 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.
4. Making changes to Company's Charter by presenting it in a new edition.
Draft decision:
1. To make changes to Company's Charter (except for cases provided for by Article 99 of the Law of Ukraine “On Joint Stock Companies”) by presenting it in a new edition.
2. To authorize the Chairman and the Secretary of the meetings to sign Statute of the Society in new edition.
3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of the new version of the Company's Charter in accordance with procedure established by law.
5. Resolution of issue of creation of separate division of the Company - Transcarpathian branch of "Ukrainian Energy Machines” Joint stock company".
Draft decision:
1. To create separate division of the Company - Transcarpathian branch of “Ukrainian Energy Machines” Joint stock company.
2. Determine the full name of branch: Transcarpathian branch of “Ukrainian Energy Machines” Joint stock company, abbreviated: Transcarpathian branch of "Ukrenergymacnines" JSC.
3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of creation of Transcarpathian branch of “Ukrainian Energy Machines” Joint stock company in accordance with the procedure established by law.
6. Resolution of issue of creating of separate division of the Company - Lviv branch of "Ukrainian Energy Machines” Joint stock company.
Draft decision:
1. Create separate division of the Company - Lviv branch of "Ukrainian Energy Machines” Joint stock company.
2. Determine full name of the branch: Lviv branch of "Ukrainian Energy Machines” Joint stock company abbreviated: Lviv branch of “Ukrenergymachines” JSC.
3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of creation of Lviv branch of "Ukrainian Energy Machines” Joint stock company in accordance with the procedure established by law.
7. Approval of conditions for conducting the Company's ordinary business activities.
Draft decision:
Approve the conditions for conducting the Company's ordinary business activities, namely:
• to establish that within framework of the Company's ordinary business activity is the Company's activity (conclusion of agreements/contracts by the Company), subject of which is:
- manufacture of products/goods of own production: turbine and generator equipment, electric motors, including steam turbines for thermal power plants, nuclear power plants, hydroelectric power plants, back pressure steam turbines, adjustable blades type hydroturbines, radial axial type hydroturbines, horizontal capsule hydroturbines, reversible hydraulic machines , propeller hydroturbines, disk valves, ball valves, built-in cylindrical valves, turbogenerators, hydrogenerators, hydrogenerators - motors, synchronous compensators, other auxiliary equipment; electrical equipment, including generators, electric motors for railway and urban transport rolling stock, auxiliary electric machines, large direct current machines, electrical apparatus, electronic devices, etc.,
- works on reconstruction and modernization of turbine and generator equipment and other equipment; equipment repair and maintenance services; execution of orders for dismantling, adjustment, reconstruction, major repair and operation of hydropower, hydromechanical, technological equipment at hydroelectric power plants, thermal power plants, small hydroelectric power plants, pumping plants, hydrotechnical and water management facilities, as well as at other energy, industrial and agricultural facilities, manufacturing, supply and installation of metal, reinforced concrete building structures and pipelines of various purposes; manufacture, supply and installation of component products, hydraulic, power, lifting and transport, pump-compressor and other technological equipment and its components, etc.,
- implementation of other types of economic activity included in Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations;
• establish that transactions by the Company, if market value of the subject of such transaction is 10 percent or more of value of the Company's assets, according to the latest annual financial statements, within framework of ordinary business activities, provided that they are carried out on market terms, are carried out without obtaining additional decision on commission of significant transaction by Company's Supervisory Board or the Company's General Meeting;
• to establish that the decision on the Company's execution of transactions, if market value of the subject of such a transaction is 5 percent or more of value of the Company's assets, according to the latest annual financial statements, within framework of the Company's normal business activities, provided that they are executed on market terms, is adopted by the Directorate of the Company;
• to establish that transactions mentioned above in this decision, if market value of the subject of such a transaction is 10 percent or more of value of the Company's assets, according to data of the last annual financial statements, within framework of ordinary business activities, provided they are carried out on market terms, are not significant transactions in accordance with the Law of Ukraine “On Joint Stock Companies” and provisions of parts 1-7 of Article 106 of the Law of Ukraine “On Company Shareholders” do not apply to it.
8. Adoption of decision to grant preliminary consent to execution of deed as part of normal business activities of the Company with the National Hydropower Corporation of India (NHPC Limited India) regarding construction of HPP Dugar (Dugar Hydroelectric Project) in India.
Draft decision:
1. To adopt decision on preliminary granting of consent for the Company to commit, within framework of conducting ordinary business activities under market conditions, but not more than one year from the date of this extraordinary general meeting, transaction, maximum aggregate market value of which will be 150 million US dollars, namely the conclusion of the Company with the National Hydropower Corporation of India (NHPC Limited India) regarding the construction of HPP Dugar (Dugar Hydroelectric Project) in India.
2. To authorize General Director of the Company (with the right of delegation by issuing power of attorney) to conclude and sign specified contract/agreement with the National Hydropower Corporation of India (NHPC Limited India).
3. To make a decision on preliminary consent to conclusion by the Company, but not more than one year from the date of this extraordinary general meeting, of agreement on obtaining bank guarantee for proper performance of the contract in the amount of 10% of cost of supply. Maximum value of bank guarantee will be 15 million US dollars under contract with the National Hydropower Corporation of India (NHPC Limited India).
4. To authorize Deputy General Director Budarin O.S. to obtain bank guarantees, conclude and sign guarantee agreement with the bank, annexes and additional agreements/contracts to it, as well as other documents necessary for issuing bank guarantee, with the right to determine conditions of such transaction at its own discretion.
9. Approving terms of the contracts to be concluded with members of Directorate, establishing amount of their remuneration; determination of person who will sign contracts on behalf of the Company with members of Directorate.
Draft decision No. 1:
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 new version: “2. To conclude a 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 the Chairman of General Meeting of the Company and/or General Director of the Company and/or Chairman of the Supervisory Board 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., 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 new version: “2. To conclude a 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 specified in it.
4. To authorize the 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.
10. Adoption of decision on granting preliminary consent to execution of transactions, namely obtaining bank guarantees for fulfillment of terms of the Contractual Agreements with the Private Joint Stock Company “Ukrhydroenergo”.
Draft decision:
1. To make a 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 holding of these extraordinary General Meeting, transactions, namely receipt of 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”:
- bank guarantee for advance payment return in amount of 3 196 635.11 hryivn., valid until 08.07.2023;
- bank performance guarantee in amount of 138 008 882.95 hryivn,. valid until 07.10.2025;
- bank performance guarantee in amount of 1 210 037.40 EUR, valid until 07.10.2025;
• 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”:
- bank guarantee for advance payment return in amount of 11 233 513 56 hryivn., valid until 10.10.2024;
- bank performance guarantee in amount of 38 124 819.08 hryivn., valid until 12.11.2026;
• 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”:
- bank guarantee for advance payment return for manufactured equipment in amount of 16 409 855.16 hryivn., with validity period until 28.06.2024;
- bank guarantee for advance payment return for installation works on h/u 1 in amount of 5 492 546.22 hryivn., valid until 28.06.2024;
- bank performance guarantee in amount of 105 304 341.48 hryivn., valid until 28.07.2026.
• 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":
- guarantee for advance payment return for manufactured equipment in amount of 11 032 977.36 hryivn., valid until 28.02.2024;
- guarantee for advance payment return for installation services in amount of 4 628 976.72 hryivn., valid until 28.02.2024;
- performance guarantee in amount of 74 060 201.64 hryivn., valid until 22.01.2026.
• under the Contract No. UHE/TKRE/С/8-17 dated 14.03.2019, “Rehabilitation of Kaplan Units at Kremenchug HPP”:
- guarantee for advance payment return for manufactured equipment in amount of 89 482 792.32 hryivn., valid until 10.05.2025;
- guarantee for advance payment return for installation services in amount of 5 471 040.84 hryivn., valid until 10.05.2025;
- performance guarantee in amount of 127 955 747.28 hryivn., valid until 08.05.2027.
2. To adopt decision on granting consent, in order to ensure obligations of the Company under the agreements on provision of bank guarantees, which will be concluded with JSC “Oschadbank” in accordance with this minutes of meeting:
- for transfer as a 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 supreme management body of the Company.
3. To grant Deputy General Director Budarin Oleksiy Serhiyevich or a person performing his duties, or another person authorized to do so by power of attorney issued by General Director of the Company, 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 the future, after signing agreements on provision of bank guarantees, including agreements on termination of concluded agreements, on behalf of the Company; with determination of 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 it 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.
11. Review and approval of the list of the Company's property with residual value, which is subject to sale in 2023.
Draft decision:
To approve the list of the Company's property with residual value, which is subject to sale in 2023.
12. Review and approval of the list of the Company's property with residual value, which is subject to write-off in 2023.
Draft decision:
To approve the list of the Company's property with residual value, which is subject to write-off in 2023.
13. Provision of preliminary consent to write-off and sale of fixed assets with a 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 the Lists approved in issues 7 and 8 of the agenda of this meeting.
14. Adopting a decision on election of appraiser of the Company's property, and approving terms of the contract to be concluded with him, establishing amount of payment for his services.
Draft decision:
1) To elect a natural person - entrepreneur Popakalo Vitalii Mykhailovych (RNTAC 2928120358) as an appraiser of the Company's property to carry out independent appraisal of property, including non-residential premises, production equipment, vehicles and subjects of works in progress, for the purpose of transferring property for lease and/or for its implementation; and to approve terms of framework contract for provision of independent evaluation services, which will be concluded with him, establishing payment for his services in amount established in the contract.
2) Authorize the General Director (with the right of delegation) to conclude and sign framework agreement on provision of independent evaluation services and other necessary documents.
15. Adoption of decision on granting consent to amend general agreement on provision of bank guarantees.
Draft decision:
1. Adopt decision on granting consent to amend General Agreement on Provision of Bank Guarantees No. HI 3086 dated 11.10.2022, which was concluded by the Company with JOINT STOCK COMPANY “TASCOMBANK”, in the part of formation of monetary coverage and in the part of pledge of property rights, namely conclusion and signing of Agreement No. 2 on amendments and additions (and/or additional agreement/agreement) to General Agreement on provision of bank guarantees No. НI 3086 dated 11.10.2022.
2. Authorize Deputy General Director of the Company Budarin Oleksiy Serhiyevich to conclude and sign Agreement No. 2 on amendments and additions (and/or additional agreement/agreement) to General Agreement on Provision of Bank Guarantees No. 3086 dated 11.10.2022 and other documents, necessary to make changes to specified agreement, with the right to determine terms of such transactions at its own discretion.