Minutes of 15.05.2014 №198

MINUTES No. 198

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the Meeting of the Board of Directors (date and time of the vote count):

May 15, 2014, 5 pm

(Moscow time).

Minutes date:

May 15, 2014

Form of the meeting:

voting in absentia.

Place of the vote count:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

who attended the Meeting:



B.I. Ayuev,


Dr. K.A. Berndt,


A.E. Bugrov,

M.S. Bystrov,


V.I. Danilov-Danilyan,


E.V. Dod

V.M. Zimin,


S.N. Ivanov,


D.S. Morozov,

V.V. Pivovarov,


M.I. Poluboyarinov,


V.M. Stolyarenko

According to the Federal Law “On Joint-Stock Companies” and the Company’s Charter, the quorum for the Meeting of the Board of Directors is present.


AGENDA OF THE MEETING:

  1. Approval of the agenda for the Annual General Meeting of shareholders (AGM).
  2. Preliminary approval of the Company’s 2013 Annual Report.
  3. Resolution on the 2013 annual accounting statements.
  4. Recommendation to the AGM on distribution of profit.
  5. Recommendation to the AGM on dividend payment for 2013 and determination of ex-dividend date.
  6. Recommendation on the Company's auditor.
  7. Recommendation on remuneration of the Board of Directors (Supervisory Board) members (non-government officials) in the amount determined by the internal documents of the Company.
  8. Recommendation on approval of amended Articles of Association of RusHydro.
  9. Recommendation on approval of the amended Regulations on convening and holding the general meeting of shareholders of RusHydro.
  10. Recommendation to the AGM on participation of RusHydro in Siberian Energy Association.
  11. Determination of price of share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 as reworded by the Addendum No.1 of 22.08.2011 due to signing the Addendum No.2 to the agreement, qualified as interested party transaction.
  12. Determination of price of subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011, due to signing the Addendum No.1 to the agreement, qualified as interested party transaction.
  13. Determination of price (monetary value) of property (liabilities) of RusHydro under guarantee agreement No. 110100/1168-DP of 22.08.2011, due to signing the Addendum No.1 to the agreement, qualified as interested party transaction.
  14. Determination of price of credit agreement No. 5486 of 18.11.2011 between the Company and Sberbank of Russia including the addendum No.2 to the agreement, qualified as interested party transaction.
  15. Determination of prices of the agreements between RusHydro and VTB Bank, qualified as interested party transactions, which might be signed in the future.
  16. Recommendation to the AGM on approval of the liability and financial risk insurance agreement for Directors, Officers of the Company between RusHydro and Ingosstrakh Insurance Company, qualified as an interested party transaction.
  17. Recommendation to the AGM on approval of the Addendum No.2 to share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transaction.
  18. Recommendation to the AGM on approval of the Addendum No.1 to subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transaction.
  19. Recommendation to the AGM on approval of the Addendum No.1 to guarantee agreement No.110100/1168-DP of 22.08.2011 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transactions.
  20. Recommendation to the AGM on approval of the addendum to credit agreement between the Company and Sberbank of Russia, qualified as interested party transaction.
  21. Recommendation to the AGM on approval of agreements, qualified as interested party transactions, between RusHydro and VTB Bank that might be signed in the future.
  22. On issues related to convening and holding the AGM.

convening and holding the AGM.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: On Approval of the agenda of the Company’s Annual General Meeting of Shareholders.


It is resolved:


To approve the agenda of the Annual General Meeting of Shareholders being held at year-end 2013:

1. Approval of the Company’s 2013 Annual Report.

2. Approval of the Company’s 2013 annual accounting statements.

3. Distribution of profit for 2013.

4. Dividend payment for 2013 and determination of ex-dividend date.

5. Remuneration of the Board of Directors (Supervisory Board) members (non-government officials) in the amount determined by the internal documents of the Company.

6. Election of members to the Board of Directors of RusHydro.

7. Election of members to the Audit Commission.

8. Approval of the Company's auditor.

9. Approval of the amended Articles of Association of the Company.

10. Approval of the amended Regulations on convening and holding the general meeting of shareholders of RusHydro.

11. Participation of RusHydro in Siberian Energy Association.

12. Approval of the liability and financial risk insurance agreement for Directors, Officers and Companies between RusHydro and Ingosstrakh Insurance Company, qualified as an interested party transaction.

13. Approval of the Addendum No.2 to share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transaction.

14. Approval of the Addendum No.1 to subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transaction.

15. Approval of the Addendum No.1 to guarantee agreement No.110100/1168-DP of 22.08.2011 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transactions.

16. Approval of the addendum to credit agreement between the Company and Sberbank of Russia, qualified as interested party transaction.

17. Approval of agreements, qualified as interested party transactions, between RusHydro and VTB Bank that might be signed in the future.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 2: On preliminary approval of the Company’s 2013 Annual Report.


It is resolved:

To preliminary approve the Company’s 2013 Annual Report (Exhibit 1 to the Minutes) and to submit it for approval of the Company’s Annual General Meeting of the Shareholders.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 3: On examination of the annual accounting statements, including the profit and loss statement of the Company based on the results of 2013.


It is resolved:

To preliminary approve annual accounting (financial) statements of the Company, including income statement according to the results of 2013 (Exhibit 2 to the Minutes) and to submit the documents for approval of the Company’s Annual General Meeting of the Shareholders.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 4: On a recommendation for the General Meeting of Shareholders concerning: On distribution of the Company’s profits based on the results of 2013.


It is resolved:

To preliminary approve and recommend to the Annual General Meeting of Shareholders of the Company to approve the following distribution of profits (losses) of the Company for 2013:



(RUB)

Retained profit for the reporting period

35,321,324,606.01

Allocate to: Reserve fund

1,766,066,230.30

Accumulation fund

28,307,008,383.96

Dividends

5,248,249,991.75

Repayment of losses of previous years

0.00

Voting results:


“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 5: On a recommendation for the General Meeting of Shareholders concerning: On dividend payment for 2013 and determination of dividend record date.


It is resolved:

To recommend the Annual General Meeting of Shareholders of the Company to make the following resolution:

To pay dividends on ordinary shares of the Company according to the results of 2013 in the amount of RUB 0.01358751 per share.

Form of payment: cash.

To set the dividend record date on July 08, 2014.

Dividends should be distributed to nominee shareholders who are professional participants of the securities market registered in the shareholder register within 10 business days, and to other persons registered in the shareholder register within 25 business days from the dividend record date.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 6: On recommendation on candidature of the Company's auditor.


It is resolved:

To recommend the Annual General Meeting of Shareholders of the Company being held at year-end 2013 to approve the candidature of Closed Joint-Stock Company PricewaterhouseCoopers Audit (PSRN 1027700148431) as auditor of JSC RusHydro.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 7: On a recommendation for the General Meeting of Shareholders of the Company concerning: On remuneration of the Board of Directors (Supervisory Board) members (non-government officials) in the amount determined by the internal documents of the Company.


It is resolved:

Recommend to the Annual General Meeting of Shareholders of the Company to adopt the following resolution:

To pay remuneration to members of the JSC RusHydro’s Board of Directors to approve remuneration of the members of the Board of Directors based on their performance from June 28, 2013 to June 27, 2014 in the amount and under the procedure set in the Regulations on remuneration to members of the Board of Directors of RusHydro.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 8: On recommendation for the annual General Meeting of Shareholders of the Company concerning: On approval of amended Articles of Association of RusHydro.


It is resolved:

To recommend the annual General Meeting of Shareholders of the Company to approve the amended Articles of Association of RusHydro (Exhibit 3 to the Minutes).


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 9: On recommendation for the annual General Meeting of Shareholders of the Company concerning: On approval of the amended Regulations on convening and holding the general meeting of shareholders of RusHydro.


It is resolved:

To recommend the annual General Meeting of Shareholders of the Company to approve the amended Regulations on convening and holding the general meeting of shareholders of RusHydro (Exhibit 4 to the Minutes).


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 10: On a recommendation for the General Meeting of Shareholders of the Company concerning: On participation of JSC RusHydro in Siberian Energy Association.


It is resolved:

Recommend to the Annual General Meeting of Shareholders of the Company to adopt the following resolution:

To approve termination of participation of JSC RusHydro in Siberian Energy Association.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 11: On determination of price of share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 as reworded by the Addendum No.1 of 22.08.2011 due to signing the Addendum No.2 to the agreement, qualified as interested party transaction..


It is resolved:

To determine that the price of share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 as reworded by the Addendum No.1 of 22.08.2011, qualified as interested party transaction, doesn’t change due to signing the addendum No.2 and amounts to RUB 7,000 according to the EGM decision of October 27, 2010, that together with interrelated transactions exceeds 2% of book value of the Company’s assets.


Voting results:

“For” — 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


In accordance with Article 77 of the Federal Law “On Joint-Stock Companies” a decision on this item is adopted by the Company’s Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.

During vote counting for this item, votes of the following persons are not counted: E.V. Dod, member of the JSC RusHydro’s Board of Directors, at the same time being the Chairman of the JSC RusHydro’s Management Board and deemed a dependent director pursuant to Article 83 of the Federal Law “On Joint-Stock Companies,” and M.I. Poluboyarinov, member of JSC RusHydro’s Board of Directors, at the same time being a member of the Management Board and First Deputy Chairman of SC Vneshekonombank deemed an interested party pursuant to Article 81 of the Federal Law “On Joint-Stock Companies.”


Resolution approved.


Item No. 12: On determination of price of subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011, due to signing the Addendum No.1 to the agreement, qualified as interested party transaction.


It is resolved:

To determine that the price of subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011, qualified as interested party transaction, doesn’t change due to signing the addendum No.1 and amounts to RUB 7,000 according to the EGM decision of October 27, 2010, that together with interrelated transactions exceeds 2% of book value of the Company’s assets.


Voting results:

“For” — 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.

In accordance with Article 77 of the Federal Law “On Joint-Stock Companies” a decision on this item is adopted by the Company’s Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.

During vote counting for this item, votes of the following persons are not counted: E.V. Dod, member of the JSC RusHydro’s Board of Directors, at the same time being the Chairman of the JSC RusHydro’s Management Board and deemed as a dependent director pursuant to Article 83 of the Federal Law “On Joint-Stock Companies,” and M.I. Poluboyarinov, member of the JSC RusHydro’s Board of Directors, at the same time being member of the Management Board and First Deputy Chairman of SC Vneshekonombank deemed as an interested party pursuant to Article 81 of the Federal Law “On Joint-Stock Companies.”


Resolution approved.


Item No. 13: On determination of price (monetary value) of property (liabilities) of RusHydro under guarantee agreement No. 110100/1168-DP of 22.08.2011, due to signing the Addendum No.1 to the agreement, qualified as interested party transaction.


It is resolved:

To determine that the price (monetary value) of property (liabilities) of RusHydro under guarantee agreement No. 110100/1168-DP of 22.08.2011, qualified as interested party transaction, doesn’t change due to signing the addendum No.1 and together with interrelated transactions exceeds 2% of book value of the Company’s assets.


Voting results:

“For” — 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.

In accordance with Article 77 of the Federal Law “On Joint-Stock Companies” a decision on this item is adopted by the Company’s Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.

During vote counting for this item, votes of the following persons are not counted: E.V. Dod, member of the JSC RusHydro’s Board of Directors, at the same time being the Chairman of the JSC RusHydro’s Management Board and deemed as a dependent director pursuant to Article 83 of the Federal Law “On Joint-Stock Companies,” and M.I. Poluboyarinov, member of the JSC RusHydro’s Board of Directors, at the same time being member of the Management Board and First Deputy Chairman of SC Vneshekonombank deemed as an interested party pursuant to Article 81 of the Federal Law “On Joint-Stock Companies.”


Resolution approved.


Item No. 14: Determination of price of credit agreement No. 5486 of 18.11.2011 between the Company and Sberbank of Russia including the addendum No.2 to the agreement (hereinafter referred to as the Agreement), qualified as interested party transaction.


It is resolved:

To determine that the price limit of the credit facility agreement No. 5486 of 18.11.2011 between RusHydro and Sberbank of Russia, including the addendum No. 2, qualified as interested party transaction, includes:

- Credit limit in the amount of forty billion Russian rubles and 00 kopecks (RUB 40,000,000,000.00);

- Interest on credit accrued on the credit for the validity period of the Agreement at the rate of nine point three percent (9.3%) per annum at most as well as fees and other payments to the Bank.


Voting results:

“For” — 10 (B.I. Ayuev, Dr. K.A. Berndt, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.

In accordance with Article 77 of the Federal Law “On Joint-Stock Companies” a decision on this item is adopted by the Company’s Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.

During vote counting for this item, votes of the following persons are not counted: E.V. Dod, member of the JSC RusHydro’s Board of Directors, at the same time being the Chairman of the JSC RusHydro’s Management Board and deemed as a dependent director pursuant to Article 83 of the Federal Law “On Joint-Stock Companies,” and A.E. Bugrov, member of the JSC RusHydro’s Board of Directors, deemed as an interested party pursuant to Article 81 of the Federal Law “On Joint-Stock Companies” since close relative of A.E. Bugrov, member of the JSC RusHydro’s Board of Directors, is a member of the Management Board of JSC Sberbank of Russia.


Resolution approved.


Item No. 15: On of prices of the agreements between RusHydro and VTB Bank, qualified as interested party transactions, which may be made by the Company in future in the normal course of business.


It is resolved:

1. To determine that the maximum price for the Loan Agreement(s) between VTB Bank JSC and the Company being non arm’s-length transaction(s) shall be defined as the aggregate of the following values:

- The maximum amount of loan funds which may be received from the Bank under the concluded Agreement and which amounts to fifty billion Russian rubles (RUB 50,000,000,000);

- The maximum amount of fees, interest on loans paid to the Bank at the aggregate rate exceeding the indicative rate of interest on loans (deposits) in Russian rubles offered at the Moscow market for three months (MosPrime Rate 3М) by up to seven (7) percentage points per annum at most (where MosPrime [Moscow Prime Offered Rate] means the indicative rate of interest on loans in Russian rubles offered by the leading participants of the Russian monetary market, calculated according to the Regulation on Formation of the MosPrime Rate — Moscow Prime Offered Rate, Indicative Interest Rate for Ruble Loans, approved by the National Foreign Exchange Association (NFEA); published by Thomson Reuters and NFEA at the Reuters MOSPRIME1 page).

2. To determine that the maximum price for the Guarantee Agreement(s) as a security for the obligations of company(ies) included in the list of affiliates of JSC RusHydro as of March 31, 2014, disclosed at the web-site http://www.rushydro.ru/investors/disclosure/affiliated/2014/ under their credit facilities secured from the Bank, between the Company and the Bank and qualified as interested party transaction(s), shall be defined as the maximum (aggregate) amount of the Borrowers’ obligations secured by the surety, which is equal to twenty-five billion Russian rubles (RUB 25,000,000,000).


Voting results:

“For” — 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov).

“Against” — 0.

“Abstained” — 1 (V.M. Stolyarenko).

In accordance with Article 77 of the Federal Law “On Joint-Stock Companies” a decision on this item is adopted by the Company’s Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.

Since the Russian Federation (represented by the Federal Agency for State Property Management) is a shareholder and has an interest in the transaction (series of inter-related transactions) and there are no directors with an interest in the transaction (series of inter-related transactions), during vote counting for this item, the vote of the following person is not counted: E.V Dod, at the same time being the Chairman of RusHydro’s Management Board and deemed a dependent director pursuant to clause 3, Article 83 of the Federal Law “On Joint-Stock Companies.”


Resolution approved.


Item No. 16: On recommendation for the General Meeting of Shareholders of the Company concerning: On approval of the liability and financial risk insurance agreement for Directors, Officers of the Company between RusHydro and Ingosstrakh Insurance Company, qualified as an interested party transaction.


It is resolved:

To recommend that the General Meeting of Shareholders of JSC RusHydro adopt the following resolution:

1. To determine that the price (monetary value) of services under liability and financial risk insurance agreement for Directors, Officers of the Company No. /POLICY No. 442-086698/13 dated December 24, 2013, entered into between JSC RusHydro and Ingosstrakh OIJSC, qualified as an interested party transaction, shall be forty-five thousand US dollars (USD 45,000) at the rate of the Bank of Russia as at the payment date, exclusive of VAT.

2. To approve liability and financial risk insurance agreement for Directors, Officers of Companies No. /POLICY No. 442-086698/13 of December 24, 2013 (hereinafter referred to as the Agreement), qualified as an interested party transaction, for members of the Company’s Board of Directors, under the following material terms and conditions:

Parties to the Contract:

The Insured — JSC RusHydro;

The Insurer — Ingosstrakh OIJSC.

Subject of the Agreement:

Subject to all the provisions of the Insurance Contract, the Insurer shall upon the occurrence of any of the insured events specified in the Contract pay an insurance indemnity under the Insurance Contract (as appropriate) to the respective Insured Person and/or to any other person entitled to such indemnity.

The Insured Person(s):

- Any individual (including non-residents of the Russian Federation) who within the insurance period is or becomes in accordance with the definitions of the Insurance Contract:

• an Official, Director; or

• Spouse of any Insured Person in relation to any Losses connected with the Claim concerning any Wrongdoing of such Insured Person; or

• Disposer, successor, property or legal representative, legal successor or executor of the deceased, legally incapable, insolvent or bankrupt Insured Person in relation to any Losses connected with the Claim concerning any Wrongdoing of such Insured Person;

• Employee of the Company in the course of performing management and supervisory duties by such employee in the Company. For the avoidance of doubt, such employees shall include, but not be limited to, executive and managing directors, heads of Departments, Directorates and other structural subdivisions of the Company, Chief Accountant and his/her deputies, other persons managing employees of the Company as well as all persons entitled under powers of attorney to sign agreements and other documents on behalf of the Company;

• Specified as a potential Insured Person in any information on listing of the Securities, issue prospectus or private offering memorandum or similar document issued by the Policy holder;

• And other persons specified in the Insurance Contract.

– Any company which according to the insurance contract is the Policy holder and/or any of its subsidiaries corresponding to the definition of the Subsidiary pursuant to the insurance contract (mainly, legal entities in which JSC RusHydro or any subsidiary of JSC RusHydro directly or indirectly through one or several other legal entities held/hold and/or controlled/controls over 50% in the authorized (share) capital of such company).

Beneficiaries:

In relation to damage under the submitted Claims, third persons act as the Beneficiaries.

In relation to expenses on defense, Directors of the Company and the Company act as the Beneficiaries.

Insurance coverage/insured event:

– The Insured Event in relation to liability insurance of any Insured Person for any Losses incurred by other persons shall be all the following circumstances:

(a) Creation at any moment prior to or within the Insurance Period in accordance with the applicable legislation of the obligation to compensate by any Insured Person for any Losses incurred by other persons in connection with any Wrongdoing of the Insured Person, and

(b) Submission within the Insurance Period of any Claim concerning the Losses incurred by other persons specified in Clause (a) above against such Insured Person.

- The Insured Event in relation to insurance of any Losses of any Insured Person (other than those in the above liability for the Losses of other persons) shall be the incurring by such Insured Person of any Losses in connection with any Claim.

- The Insured Event in relation to insurance of the Losses of any company shall be the incurring by such Company of any expenses due to compensation by such Company for any Losses to any Insured Person and/or other person in the interests of any Insured Person with regard to any Claim submitted against any Insured Person and/or liability of any Insured Person for any Losses incurred by other persons.

- The Insured Event in relation to liability insurance of any Company for any Losses incurred by other persons shall be all the following events:

(a) Creation at any moment prior to or within the Insurance Period in accordance with applicable legislation of the obligation to compensate by any Company for any Losses incurred by other persons in connection with any Wrongdoing of the Company, and

(b) Submission within the Insurance Period of any Claim for Securities concerning the Losses incurred by other persons specified in Clause (a) above against such Company.

- The Insured Event in relation to insurance of any Losses of any Company (other than those in the above liability for the Losses of other persons) shall be the incurring by such Company of any Losses in connection with any Claim for Securities.

The Insurance Object:

– In relation to liability insurance of the Insured Person against any Losses incurred by other persons, property interests of such Insured Person connected with the obligations to compensate for the Losses incurred by other persons;

– In relation to insurance against any Losses of any Insured Person, property interests of such Insured Person connected with incurring of any Losses;

– Property interests of any Company connected with compensation by such Company for any Losses;

– In relation to liability insurance of any Company against any Losses incurred by other persons, property interests of such Company connected with the obligations to compensate for the Losses incurred by other persons;

– In relation to insurance against any Losses of any Company, property interests of such Company connected with the incurring of any Losses.

Losses:

mean any of the below:

- Any losses in accordance with Articles 71 and 84 of the Federal Law “On Joint-Stock Companies” No. 208-ФЗ dated December 26, 1995 (as amended and supplemented) and other similar loses; and/or

- Any damages (including any losses) in accordance with Article 931 of the Civil Code of the Russian Federation (as amended and supplemented) and other similar damage (including any similar losses); and/or

- Any amount which any Insured Person in accordance with any legislation shall pay, including, but not limited to, any amounts awarded under the decision of court, arbitration, third-party arbitration tribunal or similar body/institution (including interest accrued for the periods prior to and after the date of relevant decision), any losses (including loss of profits, multiple damages as well as exemplary damages, substantial damages, and punitive damages), expenses, out-of-court settlement costs; and/or

- Any losses and expenses covered under the Insurance Contract (including, but not limited to, Indemnification Expenses, Extra Charges, Extradition Costs, Investigation Costs, Expenses on Defense against Prosecution, Public Relations Expenses, Expenses on Casual Activity of Regulatory Authorities); and/or

- Any forfeit, penalty or punitive sanctions which may be collected in accordance with the legislation under which the relevant Claim is raised; and/or

- Any payments which the Insurer shall make in accordance with any expansion of coverage stipulated by the Insurance Contract.

Wrongdoing:

– In relation to any Insured Person, any of the below:

(a) Any actual or claimed/imputed/assumed act, mistake, omission, neglect, negligence, non-performance or improper performance of obligations, bad behavior, submission of inaccurate information, incorrect or misleading statement, slander, defamation, misuse of the powers granted, abuse of powers, non-performance/breach of fiduciary or other obligations, any breach of employment contract or any other act or omission of any Insured Person acting as such or any circumstance stated in relation to any Insured Person only due to its powers to act as such; and/or (b) Any actual or claimed/imputed/assumed act, mistake, omission, neglect, forming a basis for, connected with or resulting in any violation of the Sarbanes-Oxley Act anywhere in the world, including, but not limited to, any such breach connected with:

- Work of the Audit Committee; or

- Requirements of the Sarbanes-Oxley Act as regards affirmation and disclosure of information; or

- Compliance of statements with GAAP; or

- Bans in respect of a conflict of interest specified by the Sarbanes-Oxley Act; or

- Rights of the employees to inform of any violations without any effect on the informer; and

- In relation to any Company: Any actual or claimed/imputed/assumed breach/non-performance of obligations/duties, negligence, neglect, mistake, submission of inaccurate information, incorrect or misleading statement, omission or any other act or omission of any Company only in relation to any Claim for Securities.

Insured amount/liability limit:

– In aggregate on all insurance coverage and extensions except for extension for independent directors — thirty million US dollars (USD 30,000,000).

– Additional insured amount for independent director — one million US dollars (USD 1,000,000). Aggregate additional insured amount for independent directors — two million US dollars (USD 2,000,000).

Excess of:

An excess in relation to compensation for the Company’s losses, if the Company pays the Insured Person’s losses — one hundred twenty thousand US dollars (USD 120,000).

An excess in relation to insurance of the Company against claims for securities — one hundred twenty thousand US dollars (USD 120,000).

Price of the Agreement:

Forty-five thousand US dollars (USD 45,000) at the rate of the Bank of Russia on the payment date, exclusive of VAT.

Insurance period:

from January 1, 2014 to December 31, 2014

Term of the Contract:

The Contract shall come in force upon signing by the Parties, covers relations of the Parties since January 1, 2014 and is valid until December 31, 2014.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 17: On recommendations for the General Meeting of Shareholders of JSC RusHydro concerning approval of the Addendum No.2 to share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 between RusHydro and Vnesheconombank, qualified as interrelated and interested party transaction.


It is resolved:

To preliminary approve and recommend that the General Meeting of Shareholders of the Company approve the Addendum No.2 to share pledge agreement No. 110200/1168-DZA-RG of 27.12.2010 (hereinafter the Addendum), qualified as interrelated and interested party transaction, on the following material terms and conditions:

Parties to the Addendum:

Pledgee — State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank)

Pledger — JSC RusHydro

Subject of the Supplement:

Amendment of the material terms and conditions of Share Pledge Agreement No. 110200/1168-DZA-RG dated December 27, 2010 — amendment of the main parameters of obligations secured by the pledge.

Price of the Addendum:

The price of Share Pledge Agreement No. 110200/1168-DZA-RG of December 27, 2010 as revised by Addendum No. 1 dated August 22, 2011 thereto, qualified as interrelated and interested party transaction, shall not change due to the conclusion of Addendum No. 2 to Share Pledge Agreement No. 110200/1168-DZA-RG of December 27, 2010 and, according to the resolution of the extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010), shall be seven thousand Russian rubles (RUB 7,000), thus (taking in account non arm’s-length transactions) exceeding 2 per cent of the book value of the assets of JSC RusHydro

Amendment of main parameters of obligations secured by the pledge:

Obligations of JSC Boguchanskaya HPP under Loan Agreement No. 110100/1168 dated December 01, 2010 (hereinafter the Agreement) entered into between JSC Boguchanskaya HPP and SC Vnesheconombank (hereinafter the Bank):

The Loan shall be granted in tranches within the period from the date of the Agreement to September 30, 2013 (inclusive) as well as from the date of Addendum No. 4 to the Agreement to September 30, 2014 (inclusive) through transfer of funds in the amount specified in Clause 2.1., Article 2 of the Agreement to the Borrower’s settlement account No. 40702810615275431545 opened with the Bank, however, the Bank may grant the first tranche of the Loan on or before December 31, 2010.

Other material terms and conditions of Shares Pledge Agreement No. 110200/1168- DZA-RG dated December 27, 2010 shall remain unchanged.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 18: On recommendations for the General Meeting of Shareholders of JSC RusHydro concerning approval of Addendum No.1 to subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011, qualified as interrelated and interested party transaction.


It is resolved:

To pre-approve and recommend that the General Meeting of Shareholders of the Company approve the Addendum No.1 to subsequent share pledge agreement No. 110200/1168-DPZA-RG of 22.08.2011 (hereinafter the Addendum), qualified as interrelated and interested party transaction, on the following material terms and conditions:

Parties to the Addendum:

Pledgee — State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank)

Pledger — JSC RusHydro

Subject of the Addendum:

Amendment of the material terms and conditions of Shares Subsequent Pledge Agreement No. 110200/1168-DPZA-RG of August 22, 2011 — amendment of main parameters of obligations secured by the pledge.

Price of the Addendum:

The price of Shares Subsequent Pledge Agreement No. 110200/1168-DPZA-RG of August 22, 2011, qualified as interrelated and interested party transaction, shall not change due to conclusion of Addendum No. 1 to Shares Subsequent Pledge Agreement No. 110200/1168-DPZA-RG of August 22, 2011 and according to the resolution of the extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand Russian rubles (RUB 7,000), thus (taking in account non arm’s-length transactions) exceeding 2 per cent of the book value of the assets of JSC RusHydro.

Amendment of main parameters of obligations secured by the pledge:

Obligations of JSC Boguchanskaya HPP under Loan Agreement No. 110100/1168 dated December 01, 2010 (hereinafter the Agreement) entered into between JSC Boguchanskaya HPP and SC Vnesheconombank (hereinafter the Bank):

The Loan shall be granted by tranches within the period from the date of the Agreement to September 30, 2013 (inclusive) as well as from the date of Addendum No. 4 to the Agreement to September 30, 2014 (inclusive) through transfer of funds in the amount specified in Clause 2.1., Article 2 of the Agreement to settlement account of the Borrower No. 40702810615275431545 opened with the Bank, however, the Bank may grant the first tranche of the Loan on or before December 31, 2010.

Other material terms and conditions of Shares Subsequent Pledge Agreement No. 110200/1168-DPZA-RG of August 22, 2011 shall remain unchanged.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 19: On recommendations for the General Meeting of Shareholders of JSC RusHydro concerning approval of Addendum No.1 to guarantee agreement No.110100/1168-DP of 22.08.2011, qualified as interrelated and interested party transaction.


It is resolved:

To preliminary approve and recommend the General Meeting of Shareholders of the Company to approve the Addendum No.1 to the guarantee agreement No. 110100/1168-DP of 22.08.2011, qualified as interrelated and interested party transaction, on the following material terms and conditions:

Parties to the Addendum:

Surety — JSC RusHydro,

Creditor — State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank).

Subject of the Addendum:

Amendment of material terms and conditions of Surety Agreement No. 110100/1168-DP of August 22, 2011 — amendment of main parameters of obligations secured by the pledge:

Obligations of JSC Boguchanskaya HPP under Loan Agreement No. 110100/1168 dated December 01, 2010 (hereinafter the Agreement) entered into between JSC Boguchanskaya HPP and SC Vnesheconombank (hereinafter the Bank):

The Loan shall be granted by tranches within the period from the date of the Agreement to September 30, 2013 (inclusive) as well as from the date of Addendum No. 4 to the Agreement to September 30, 2014 (inclusive) through transfer of funds in the amount specified in Clause 2.1., Article 2 of the Agreement to settlement account of the Borrower No. 40702810615275431545 opened with the Bank, however, the Bank may grant the first tranche of the Loan on or before December 31, 2010.

Price of the Addendum:

The price (monetary value) of property (liabilities) of RusHydro under this guarantee agreement doesn’t change due to signing the addendum No.1 and together with interrelated transactions exceeds 2% of book value of the Company’s assets.

Other material terms and conditions of Surety Agreement No. 1110100/1168-DP of August 22, 2011 shall remain unchanged.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 20: On recommendation for the General Meeting of Shareholders of the Company concerning: On approval of an additional agreement to credit agreement between the Company and Sberbank of Russia, qualified as interested party transaction.


It is resolved:

To recommend that the General Meeting of Shareholders of the Company adopt the following resolution:

To approve Addendum No. 2 to Non-Revolving Credit Facility Agreement No. 5486 dated November 18, 2011 (hereinafter the Contract, Agreement), qualified as interested party transaction on the following material terms and conditions:

Parties to the Agreement:

Creditor: Sberbank of Russia OJSC;

Borrower: JSC RusHydro.

Subject of the Agreement:

The Creditor undertakes to open the credit facility for the Borrower and the Borrower undertakes to repay the received credit to the Creditor and pay the interest on said credit and other fees within the repayment period and under the terms specified in the Agreement.

Subject of the Agreement:

Amendment of the Agreement in relation to credit amount, interest rate on said credit, and the credit period.

Price of the Agreement (taking into account the Contract):

the aggregate of the following values:

- Credit limit in the amount of forty billion Russian rubles and 00 kopecks (RUB 40,000,000,000.00);

- Interest on credit accrued on the credit for the validity period of the Agreement at the rate of nine point three percent (9.3%) per annum at most as well as fees and other payments to the Bank.

Loan term: up to November 17, 2020 (inclusive).


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.


Item No. 21: On recommendation for the General Meeting of Shareholders of the Company concerning: On approval of qualified as interested party transaction(s) between the Company and VTB Bank JSC, which may be concluded in future by the Company in the normal course of business.


It is resolved:

To recommend that the General Meeting of Shareholders of the Company adopt the following resolutions:

1. To approve Loan Agreement(s) qualified as interested party transaction(s), which may be concluded in future by the Company in the normal course of business on the following material terms and conditions:

Parties to the transaction(s):

Creditor — JSC VTB Bank

Borrower — JSC RusHydro

Subject of transaction(s)— The Creditor shall provide the Borrower with monetary funds (loan) in the amount and under the terms and conditions stipulated by the Agreement and the Borrower shall return the received funds and pay interest thereon;

Price of the transaction(s):

The price of the transaction shall be defined as the aggregate of the following values:

- The maximum amount of loan funds received from the Bank under the concluded Agreement is equal to fifty billion Russian rubles (RUB 50,000,000,000) at most;

- The maximum aggregate amount of fees, interest on loans paid to the Bank at the aggregate rate exceeding the indicative rate of interest on loans (deposits) in Russian rubles offered at the Moscow market for three months (MosPrime Rate 3М), published by Thomson Reuters and National Foreign Exchange Association (NFEA) at Reuters MOSPRIME1 page as at the date of the Agreement, by seven (7) percentage points per annum at most.

Loan term — up to 10 years.

2. To approve the Surety Agreement(s) as a security for the obligations of company(ies) put in the list of affiliates of JSC RusHydro as at March 31, 2014, disclosed at the web-address http://www.rushydro.ru/investors/disclosure/affiliated/2014/ within loan funds raising by such company(ies) at the Bank, entered into between the Company and the Bank and being related party transaction(s), which may be concluded in future by the Company in the normal course of business on the following material terms and conditions:

Parties to the transaction(s):

Creditor — JSC VTB Bank;

Borrower — Company(ies) put in the list of affiliates of JSC RusHydro as at March 31, 2014, disclosed at the web-address http://www.rushydro.ru/investors/disclosure/affiliated/2014/;

Surety — JSC RusHydro;

Subject of the transaction(s)— surety for performance of obligations of the Borrower to the Creditor under the Loan Agreement entered into by and between the Borrower and the Creditor;

Price of the transaction(s):

The price of the transaction shall be defined as the maximum (aggregate) amount of the Borrower’s obligations secured by the surety.

The total (aggregate) amount of obligations secured by the surety under this resolution shall not exceed twenty-five billion Russian rubles (RUB 25,000,000,000).

Surety term — up to 13 years.


Voting results:

“For” — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov).

“Against” — 0.

“Abstained” — 1 (V.M. Stolyarenko).


Resolution approved.


Item No. 22: On matters related to calling, preparation and conducting of the Annual General Meeting of Shareholders.


It is resolved:

1. Convene the Annual General Meeting of shareholders on June 27, 2014.

2. Start AGM at 12.00 (local time).

3. Start registration for participants at 10.00 (local time).

4. Convene the AGM at the following address: Dubrovinsky str., 43, bld. 1, Krasnoyarsky Krai, Krasnoyarsk, Russia.

5. Set record date for AGM participation – May 26, 2014.

6. Determine that the following documents that might be reviewed by the AGM participants:

- the Company’s 2013 Annual Report;

- the Company’s 2013 annual accounting statements;

- recommendations of the Board of Directors on distribution of profit for 2013;

- recommendations of the Board of Directors on dividend payment for 2013 and determination of ex-dividend date;

- the Board of Directors decisions on determination of prices of the agreements, qualified as interested party transactions;

- recommendations of the Board of Directors on approval of the agreements, qualified as interested party transactions;

- information about candidates to the Company’s Board of Directors;

- information about candidates to the Company’s Audit Commssion;

- status of candidates’ acceptance of nomination to the Board of Directors and Audit Commission;

- information about proposed auditor of the Company;

- Articles of Association of the Company and registered amendments to the Articles of Association;

- Draft of amended Articles of Association;

- Comparative table of the amendments to the Articles of Association;

- Regulations on remuneration to members of the Board of Directors of the Company;

- Regulations on the procedure for convening and holding the general meeting of shareholders;

- Draft of amended Regulations on the procedure for convening and holding the general meeting of shareholders;

- Draft resolutions of AGM on the items of the agenda.

7. Determine the following locations, where AGM participants can review the documents:

- Moscow, 7 Malaya Dmitrovka Street (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 (495) 225-3232; +7 (800) 333-8000 ext. 1824; 1025; mail receipt/delivery: ext. 1832, 4185;

- Moscow, 18/13 Stromynka Street; JSC R.O.S.T., Company's registrar (on working days from 10:00 a.m. to 6:00 p.m., Moscow time); telephone: +7 (495) 771-7336;

- Krasnoyarsk, 51 Respubliki Street, office 102 (on working days from 10:00 a.m. to 6:00 p.m., local time); telephone: +7 (913) 031-7104.

The information will be also available on the Company's web site at: www.eng.rushydro.ru.

8. Approve format and text of notice of AGM.

9. Publish the notice of AGM in Rossiyskaya newspaper and place on RusHydro’s corporate website not later than 30 days prior to the date of AGM.

10. Approve format and text of voting ballots for the AGM.

11. Determine that voting ballots should be sent by mail with notification of delivery or handed in against receipt to each participant of AGM.

12. Determine that while establishing the quorum and counting of votes the voting ballots submitted to the address stated in p.13 not later than 2 days prior to the AGM (i.e. not later than June 24, 2014) should be counted.

13. Determine that voting ballots should be sent to: JSC R.O.S.T., 18/13 Stromynka Street, Moscow,107996, Russia;

14. Elect Maxim Zavalko, Head of corporate governance department of RusHydro, as a secretary of the AGM.


Voting results:

“For” — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

“Against” — 0.

“Abstained” — 0.


Resolution approved.



Chairman

of the Board of Directors                               M.I. Poluboyarinov

Corporate Secretary                                     М.V. Zavalko

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