Minutes of 12.09.2014 №203

MINUTES No. 203

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):

September 12, 2014, 4:00 p.m.

(Moscow time)

Minutes date:

September 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


M. S. Bystrov

E. P. Volkov

V. I. Danilov-Danilyan


E. V. Dod


V. M. Zimin

L. V. Kalanda

V. M. Kravchenko


D. S. Morozov


V. V. Pivovarov

M. I. Poluboyarinov


S. V. Shishin


A. N. Shishkin


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 MEETING:

1. On execution of key performance indicators of JSC RusHydro for Q2, 2014.

2. On approval of internal documents of the Company.

3. On determination of the procurement policy of JSC RusHydro.

4. On approval of the Company’s transactions.

5. On consideration of the interim report on implementation of innovative development program of JSC RusHydro for 2011-2015 in the 1st half of 2014.

6. On the interim results of implementation of the Company's business plan execution for the 1st half of 2014 (including report on implementation of investment program (including comprehensive modernization program) and annual procurement plan for the 1st half of 2014).

7. On execution of resolutions of the Board of Directors of JSC RusHydro.

8. On execution of directives of the Government of the Russian Federation.



RESULTS OF VOTING ON AGENDA ITEMS



Item No. 1: On execution of key performance indicators of JSC RusHydro for Q2, 2014.



Resolution:

Approve the Report on Execution of Key Performance Indicators of JSC RusHydro for Q2, 2014 (Annex No. 1 to the Minutes).



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 1 (D. S. Morozov).

Resolution approved.



Item No. 2: On approval of internal documents of the Company:

On approval of the new version of the Regulations on Insider Information of the Company.



Resolution:

Approve the new version of the Regulations on Insider Information of the Company (Annex No. 2 to the minutes).



Voting results:

"For": 13 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

Resolution approved.



Item No. 3: On determination of the procurement policy of JSC RusHydro.



Resolution:

Make the following amendments to the Regulations on Procurement of Products for the Needs of JSC RusHydro (hereinafter referred to as the "Regulation"), approved by Resolution of the Board of Directors of JSC RusHydro (Minutes No. 139 dated December 2, 2011) as Amended and Supplemented (Minutes No. 143 dated January 20, 2012, No. 158 dated August 10, 2012, and No. 193 dated February 19, 2014):

Section 3.5. "Preferences" of the Regulation clause 3.5.4 shall be supplement to read as follows:

"3.5.4. Petrochemical products shall be procured primarily from Russian manufacturers."



Voting results:

"For": 13 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

Resolution approved.



Item No. 4: Approval of the Company’s transactions:

4.1. On approval of the agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction.



Resolution:

1. Determine that the cost of services under the Agreement between JSC RusHydro and JSC Institute Hydroproject, qualified as interested party transaction, amounts to RUB 2,832,000.00 (two million eight hundred and thirty-two thousand rubles, 00 kopecks), including VAT (18 percent) in the amount of RUB 432,000.00 (four hundred and thirty-two thousand rubles, 00 kopecks).

2. Approve the Agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Institute Hydroproject

Subject of the Agreement:

The Contractor shall provide the Customer with Services on the development of a single monitoring program of conditions of the Zagorskaya PSHPP and Zagorskaya PSHPP-2 for the period of the repair and restoration works at Zagorskaya PSHPP-2, and the Customer undertakes to accept and pay for them in accordance with the terms of the Agreement.

Price of the Agreement (price of the Services rendered thereunder) is determined according to Paragraph 1 of this Resolution.

Terms of the Services:

Commencement date, July 10, 2014

Completion date, September 30, 2014

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The Agreement shall apply to the relationships of the Parties that actually arose as from July 10, 2014.



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 1 (V. M. Kravchenko).

The Paid Services Agreement concluded between JSC RusHydro and JSC Institute Hydroproject is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, holds the position of Chief Executive Officer of JSC Institute Hydroproject at the same time.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board, Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



4.2. On approval of Agreement No. BR-0-406-2012 dated August 28, 2012, including the Addendum No. 1 to the Agreement between JSC RusHydro and JSC Institute Hydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the price of services rendered under Agreement No. BR-0-406-2012 dated August 28, 2012, including the Addendum No. 1 to the Agreement between JSC RusHydro and JSC Institute Hydroproject, qualified as interested party transaction, shall be RUB 82,674,647.98 (eighty-two million six hundred and seventy-four thousand six hundred and forty-seven rubles, 98 kopecks), including VAT (18 percent) in the amount of o RUB 12,611,386.98 (twelve million six hundred eleven thousand three hundred and eighty-six rubles, 98 kopecks).

2. Approve the Agreement including the Addendum No. 1, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Institute Hydroproject

Subject of the Agreement:

The Contractor undertakes to provide the Customer with services on monitoring deformations of hydraulic structures (HS) and subsidence crater in the hydroelectric complex area through surveying methods, and the Customer undertakes to accept and pay for them in accordance with the terms of the Agreement.

The price of the Services under the Agreement with allowance for Addendum No. 1 is to be determined according to Clause 1 of this Resolution.

Terms of the Services:

Commencement date, January 1, 2013

Completion date, December 30, 2015



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Services Agreement and addendum thereto concluded between JSC RusHydro and JSC Institute Hydroproject are recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



4.3. On approval of Agreement No. BR-0-414-2012 dated August 28, 2012, including the Addendum No. 1 to the Agreement between JSC RusHydro and JSC Institute Hydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the price for the services rendered under Agreement No. BR-0-414-2012 dated August 28, 2012, with allowance for Addendum No. 1 to the Agreement between JSC RusHydro and JSC Institute Hydroproject, which is a non-arm's-length transaction, amounts to RUB 8,288,105.24 (eight million two hundred and eighty-eight thousand one hundred and five rubles, 24 kopecks), including VAT (18 percent) in the amount of RUB 1,264,287.24 (one million two hundred sixty-four thousand two hundred and eighty-seven rubles, 24 kopecks).

2. Approve the Agreement considering Addendum No. 1, qualified as interested party transaction,on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Institute Hydroproject

Subject of the Agreement:

The Contractor shall carry out geotechnical and hydrological surveys for the Customer, and the latter undertakes to accept and pay for them in accordance with the terms of the Agreement.

The price of the Services under the Agreement with allowance for Addendum No. 1 is to be determined according to Clause 1 of this Resolution.

Terms of the Services:

Commencement date, January 1, 2013

Completion date, December 30, 2015



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Engineering and Hydrological Survey Works Agreement and addendum thereto concluded between JSC RusHydro and JSC Institute Hydroproject are recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



4.4. 4.4. On approval of Agreement No. SR-0-226-2013/P-15/13 dated October 16, 2013, including the Addendums No. 1 and 2 to the Agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction.



Resolution:

1. Determine that the cost of works performed under Agreement No. SR-0-226-2013/P-15/13 dated October 16, 2013, including the Addendums No. 1 and 2to the Agreement between JSC RusHydro and JSC Hydroproject Institute (hereinafter referred to as the "Agreement"), qualified as interested party transaction, amounts to RUB 23,882,417.66 (twenty-three million eight hundred and eighty-two thousand four hundred and seventeen rubles, 66 kopecks), including VAT (18 percent) in the amount of RUB 3,643,080.66 (three million six hundred and forty-three thousand eighty rubles, 66 kopecks).

2. Approve Agreement No. SR-0-226-2013/P-15/13 dated October 16, 2013, including the Addendums No. 1 and 2 to the Agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Institute Hydroproject

Subject of the Agreement:

The Customer assigns, and the Contractor undertakes to perform the following works: "Turn-key project of complex retooling of the hydropower unit No. (replacement of the generator, hydroturbine, generator 10.5 kV current distributor, TD-10 000/35 unit transformer, 35 kV cable line, and URZA)." The Customer shall accept the works deliverables and pay for them.

The Agreement price with allowance for Addenda Nos. 1 and 2 (price of the works rendered under the Agreement) is to be determined according to Clause 1 of this Resolution.

Works completion term: from April 1, 2013, to November 28, 2014.



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 1 (V. M. Kravchenko).

The Contractor Agreement and addenda thereto concluded between JSC RusHydro and JSC Institute Hydroproject are recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



4.5. On approval of Addendum No. 1 to Agreement No. OG-192-63-2014 dated June 2, 2014, between JSC RusHydro and NP Hydropower of Russia, qualified as interested party transaction.



Resolution:

1. Determine that the price (monetary value) of works under Agreement No. OG-192-63-2014 dated June 2, 2014, between JSC RusHydro and NP Hydropower of Russia remains unchanged and amounts to RUB 80,001,784.55 (eighty million one thousand seven hundred and eighty-four rubles, 55 kopecks), including VAT (18 percent) in the amount of RUB 12,203,662.05 (twelve million two hundred and three thousand six hundred and sixty-two rubles, 55 kopecks).

2. Approve Addendum No. 1 to Agreement No. OG-192-63-2014 dated June 2, 2014, between JSC RusHydro and NP Hydropower of Russia, qualified as interested party transaction, on the following material terms:

Parties:

Customer, JSC RusHydro

Contractor, NP Hydropower of Russia

Subject of the Addendum No. 1:

Making following amendments and supplements to Agreement No. OG-192-63-2014 (hereinafter referred to as the "Agreement") dated June 2, 2014:

Addendum No. 1 to the Agreement (List of the Company Standards (2014–2015 development period) shall be amended to read as follows:

"List of the Company Standards (2014–2015 development period)

Item No.

Name of company standards*

1

HPP operation. Emergency stock planning and management. Procedural guidelines.

2

Company Standard for Arranging management of projects for modernization and upgrade of existing hydropower facilities at the predesign and design stages of the investment process.

3

Hydropower plants. Environmental protection. Estimate of environmental impact. Procedural guidelines.

4

Methodological guidelines for monitoring (control over) vibration behavior of hydroelectric units equipped with fixed vibration monitoring systems.

5

Assessment of technical (limit) state of power transformers.

6

Systems for automated monitoring and diagnosis of electrical equipment. General technical requirements, typical composition, and functions.

7

Hydropower plants. Training of HPP operating personnel. Rates and requirements.

8

Hydraulic structures of hydroelectric power plants. Recommended practice for the implementation of multi-factor studies.

9

Hydropower plants. Methods for assessment of the technical condition of the main equipment.

10

Hydropower plants. Management of operation and maintenance. Rates and requirements.

11

Hydropower plants. Service life extension of main equipment in operation. Rates and requirements.

12

Hydropower plants. Methods for assessment of the technical condition of auxiliary equipment.

13

HPP and PSHPP. Emergency automation (EA). General technical requirements, typical composition, and functions.

14

Procedural guidelines for the choice of type of protection of technical water supply and field pipelines from zebra mussels and other biological sedimentations (HPPs and PSHPs).

15

Power transformers of HPPs. Management of operation and maintenance. Rates and requirements.

16

Microprocessor protective relaying and automation (PRA) of HPP and PSHPP. Management of operation and maintenance. Scopes, rates, and requirements.

17

Organization of the corporate plant asset management system. Rates and requirements.

18

Hydropower plants. Evaluation and forecasting risks of accidents at hydraulic structures. Rates and requirements.

19

Procedural recommendations for the development and use of standard records representing the scope of repair of equipment, buildings, and facilities.

20

Procedural guidelines for organization of surveys of hydropower facilities.

21

Hydropower plants. Engineering certification of buildings and facilities, technological systems, main and auxiliary equipment, distributing gears, station service, and maintenance units. Rates and requirements.

22

Hydropower plants. Methods for determining safety criteria for the declared hydroengineering facilities.

23

Hydropower plants. Quality control of works in the course of construction. Rates and requirements.

24

Hydroelectric development. Engineering surveys in developing schemes of territorial planning and project documentation. Rates and requirements.”


Price of the works under the Agreement remains unchanged and amounts to RUB 80,001,784.55 (eighty million one thousand seven hundred and eighty-four rubles, 55 kopecks), including VAT (18 percent) in the amount of RUB 12,203,662.05 (twelve million two hundred and three thousand six hundred and sixty-two rubles, 5 kopecks).

Period of works under the Agreement:

Commencement of work, June 2, 2014

Completion of work, May 31, 2015



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Research, Development, and Engineering Works Agreement concluded between JSC RusHydro and NP Hydropower of Russia is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as E. V. Dod, the Chairman of the Management Board of JSC RusHydro, and members of the Management Board of JSC RusHydro B. B. Bogush and V. A. Pekhtin are simultaneously members of the Supervisory Board of NP Hydropower of Russia.

In accordance with Paragraph 3 of Article 83 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 have no interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



4.6. On Approval of Deposit Agreement No. D-60540/5/10 dated November 18, 2010, as amended by Addendum No. 1, between JSC RusHydro and State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank), qualified as interested party transaction.



Resolution:

1. Determine that the ultimate cost of services performed under Deposit Agreement No. D-60540/5/10 dated November 18, 2010, as amended by Addendum No. 1, between JSC RusHydro and State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) (hereinafter referred to as the "Agreement"), qualified as interested party transaction, amounts to RUB 20,000.00 (twenty thousand rubles, 00 kopecks) per year, excluding VAT.

2. Approve the Agreement qualified as interested party transaction on the following material terms:

Parties to the Agreement:

Depositary, State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank)

Depositor, JSC RusHydro

Subject of the Agreement:

The Depositary provides to the Depositor depositary services in regards to the Depositor’s securities, including the storage of securities certificates and/or registering the rights to securities by opening and maintaining a separate custody account in the name of the Depositor, as well as conducting transactions on a custody account based on the instructions of the Depositor and its authorized persons. The Depositary shall also render services helping the Depositor exercise its rights to securities.

Amount and procedure of payment for the Depositary's services:

The Depositary's services shall be paid by the Depositor in accordance with the Tariff forming an integral part of this Agreement.

The price of the Depositary's services is limited and shall be RUB 20,000 (twenty thousand rubles, 00 kopecks) per year, excluding VAT.

Effective term of the Agreement:

The Agreement is executed for an indefinite term.

Other material conditions of the Agreement are as set out in Annex No. 3 hereto.



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Agreement concluded between JSC RusHydro and State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank) is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as M. I. Poluboyarinov, member of the Board of Directors of JSC RusHydro, is simultaneously First Deputy of Chairman—member of the Management Board of State Corporation Bank for Development and Foreign Economic Affairs (Vneshekonombank).

In accordance with Paragraph 3 of Article 83 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 in relation to this item, the votes of M. I. Poluboyarinov, member of the Board of Directors of JSC RusHydro, recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as an interested party, and E. V. Dod, the member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board and Chief Executive Officer of JSC RusHydro and is recognized according to Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director, are not counted.

Resolution approved.



4.7. On approval of power purchase agreements between JSC RusHydro and JSC Inter RAO, qualified as interested party transactions.



Resolution:

1. Determine that the ultimate cost of the total amount (volume) of electricity supplied under bilateral power purchase agreements between JSC RusHydro and JSC Inter RAO, qualified as interested party transactions, in regards to output of the Bureyskaya HPP (Agreement No. 1) and Zeyskaya HPP (Agreement No.2), located in non-price zone amounts to RUB 80,400,480 (eighty million four hundred thousand four hundred and eighty rubles), including VAT, for the whole effective term of the Agreements. The amount obtained:

‒ Under Agreement No. 1, RUB 35,654,880 (thirty-five million six hundred and fifty-four thousand eight hundred and eighty rubles), including VAT

‒ Under Agreement No. 2, RUB 44,745,600 (forty-four million seven hundred forty-five thousand six hundred rubles), including VAT

2. Approve Agreements Nos. 1 and 2, qualified as interested party transactions, on the following material terms:

Parties to the Agreements:

Seller, JSC RusHydro

Buyer, JSC Inter RAO

Subject of Agreements:

The Seller undertakes to provide the Buyer with (supply to the Buyer) electricity in the amount determined in accordance with the Agreement and Wholesale Market Regulations. The Buyer undertakes to accept and pay for the electricity supplied (accepted) in accordance with the Agreement.

The Seller's supply points group:

‒ Under Agreement No. 1, GBUREYG1, GBUREYG2

‒ Under Agreement No. 2, GZEYAGS1, GZEYAGS2

The Buyer's supply points group:

PINTCHIN, PINTCHN1

Amount of power to be supplied:

‒ Under Agreement No. 1, no more than 1,200,000 MW∙h

‒ Under Agreement No. 2, no more than 1,200,000 MW∙h

Price of the Agreements:

The price of electricity for the term of delivery (hereinafter referred to as the "Electricity price") amounts to:

‒ Under Agreement No. 1, 25.18 rubles/MW∙h (excluding VAT)

‒ Under Agreement No. 2, 31.60 rubles/MW∙h (excluding VAT)

In case the Federal Tariff Service changes the tariffs applied to Bureyskaya HPP and/or Zeiskaya HPP during the term of power delivery under the Agreements, the electricity price under the Agreements may be changed to the amount equaling double the tariff for the respective HPP.

The maximum cost of the total amount (volume) of power under Agreements Nos. 1 and 2 shall be RUB 80,400,480 (eighty million four hundred thousand four hundred eighty rubles), including VAT, for the entire duration of the Agreements, including:

‒ Under Agreement No. 1, RUB 35,654,880 (thirty-five million six hundred and fifty-four thousand eight hundred and eighty rubles), including VAT

‒ Under Agreement No. 2, RUB 44,745,600 (forty-four million seven hundred and forty-five thousand six hundred rubles), including VAT

The cost of the total amount (volume) of electricity supplied (sold) by the Seller to the Buyer for the settling period (calendar month), due and payable by the Buyer to the Seller, shall be equal to the result of multiplication of the amount of electricity supplied in the respective settling period determined by the Commercial Operator in accordance with the Regulations on the Operation of the Wholesale Market Participants in the Territory of Non-Price Zones of the Wholesale Market and the price of electricity.

Supply term under the Agreements:

Delivery commencement date, the date when Agreements Nos. 1 and 2 are registered by the Commercial Operator

Supply completion date, December 31, 2014



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, D. S. Morozov, M. I. Poluboyarinov, V. V. Pivovarov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The agreements for the purchase and sale of electricity concluded between JSC RusHydro and JSC Inter RAO are recognized as non-arm's-length transactions in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. M. Kravchenko, member of the Board of Directors of JSC RusHydro, simultaneously holds the position of member of the Board of Directors of JSC Inter RAO.

In accordance with Paragraph 3 of Article 83 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 in relation to this item, the votes of V. M. Kravchenko, member of the Board of Directors of JSC RusHydro, recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as an interested party, and E. V. Dod, the member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board and Chief Executive Officer of JSC RusHydro and is recognized according to Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director, are not counted.

Resolution approved.



4.8. On approval of the agreement between JSC RusHydro and Federal State-Funded Educational Institution of Higher Professional Education MPEI National Research University (FSFEI HPE MPEI NRU), qualified as interested party transaction.



Resolution:

1. Determine that the cost of services rendered under the Agreement between JSC RusHydro and FSFEI HPE MPEI NRU, qualified as interested party transaction, amounts to RUB 210,000.00 (two hundred and ten thousand rubles, 00 kopecks), VAT free .

2. Approve the Agreement between JSC RusHydro and FSFEI HPE MPEI NRU (hereinafter referred to as the "Agreement"), qualified as interested party transaction, on the following material conditions:

Parties to the Agreement:

The Customer, JSC RusHydro

The Contractor, FSFEI HPE MPEI NRU

Subject of the Agreement:

The Customer assigns, and the Contractor undertakes to carry out for professional training of JSC RusHydro employee (Alexander Valeryevich Spuskan) in the "Power" specification under the program "Power" in the total amount of 722 academic hours, including 514 hours of classroom training and 208 hours of independent work in accordance with the approved curriculum.

Price of the services under the Agreement:

RUB 210,000.00 (two hundred and ten thousand rubles, 00 kopecks), VAT not applicable.

Term of the services:

From October 20, 2014, to June 30, 2016

Effective term of the Agreement:

The Agreement shall take effect on the date of the execution hereof by the Parties and shall be valid till the complete discharge by the Parties of their obligations under the Agreement.



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, M. I. Poluboyarinov, V. V. Pivovarov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Agreement concluded between JSC RusHydro and FSFEI HPE MPEI NRU is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as E. P. Volkov, member of the Board of Directors of JSC RusHydro, holds the position of member of the Academic Board of FSFEI HPE MPEI NRU at the same time.

In accordance with Paragraph 3 of Article 83 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 have no interest in the transaction.

During vote counting in relation to this item, the votes of E. P. Volkov,member of the Board of Directors of JSC RusHydro,recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as an interested party, and E. V. Dod, the member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board—Director General of JSC RusHydro and is recognized according to Paragraph 3 of Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director, are not counted.

Resolution approved.



4.9. On approval of Addendum No. 10 to the Contractor's Agreement No. 6672 dated September 26, 2008, between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction.



Resolution:

1. Determine that the cost of works performed under Contractor's Agreement No. 6672 dated September 26, 2008 (hereinafter referred to as the "Agreement"), including the Addendum to the Agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction, amounts to RUB 120,018,611.54 (one hundred and twenty million eighteen thousand six hundred and eleven rubles, 54 kopecks), including VAT (18 percent) in the amount of RUB 18,307,923.79 (eighteen million three hundred and seven thousand nine hundred and twenty-three rubles, 79 kopecks).

2. Approve Addendum No. 10 to the Agreement (hereinafter referred to as the "Addendum"), qualified as interested party transaction, on the following material terms:

Parties to the Addendum:

Contractor, JSC Institute Hydroproject

Customer, JSC RusHydro

Subject matter of the Addendum:

1. Adjustment of the Agreement price.

2. Amendment of the Schedule of Works (without affecting the works commencement and completion dates).

3. Amendments to Annexes No. 1 "Requirements specification", No. 2 "Schedule of works", No. 3 "Summary cost estimate with Appendices", No. 4 "Schedule of payment" to the Agreement in connection with the amendment in the scope of the works performed.

Agreement Price (allowing for the Addendum) is determined according to paragraph 1 of this resolution.

Works completion term:

Work commencement, September 30, 2008

Work completion, November 21, 2014

Effective term of Addendum:

The Amendment shall commence on the date of signature by the Parties and shall remain in force until the end of the effective term of Agreement.

The Addendum terms and conditions shall be applicable to the relationships of the Parties that actually arose since August 18, 2014.



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Addendum to the Contractor Agreement concluded between JSC RusHydro and JSC Institute Hydroproject is recognized to be a non-arm’s-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board, Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



4.10. On approval of the Contractor's Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the cost of works performed under the Contractor's Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 16,436,120.88 (sixteen million four hundred and thirty-six thousand one hundred and twenty rubles, 88 kopecks), including VAT (18 percent) in the amount of RUB 2,507,204.88 (two million five hundred and seven thousand two hundred and four rubles, 88 kopecks).

2. Approve the Contractor's Agreement between JSC RusHydro and JSC Lenhydroproject (hereinafter referred to as the "Agreement"), qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Lenhydroproject

Subject of the Agreement:

The Contractor undertakes to develop design documentation for reconstruction of the start-up complex launched at the operational level mark of 547.00 m based on the Customer's work order at its own risk, using its own materials, equipment, and tools and to deliver the result thereof to the Customer, and the Customer undertakes to create the conditions described in the Agreement for the Contractor to perform works, to accept their result, and to pay the cost of the works as specified in the Agreement.

Price of the works under the Agreement is to be determined according to Clause 1 of this Resolution.

Works performance term:

Works commencement, July 18, 2014

Works completion, October 30, 2014

Effective term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from July 18, 2014.



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Contractor Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of CEO of JSC Lenhydroproject.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.





4.11. On approval of the Contractor's Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the cost of works performed under the Contractor's Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 308,072,843.58 (three hundred and eight million seventy-two thousand eight hundred and forty-three rubles, 58 kopecks), including VAT (18 percent in the amount of RUB 46,994,162.58 (forty-six million nine hundred and ninety-four thousand one hundred and sixty-two rubles, 58 kopecks).

2. Approve the Contractor's Agreement between JSC RusHydro and JSC Lenhydroproject (hereinafter referred to as the "Agreement"), qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Lenhydroproject

Subject of the Agreement:

The Contractor undertakes to update the project of the Irganayskaya HPP with the installed capacity of 400 MW based on the Customer's work order, at its own risk, using its own materials, equipment, and tools and to deliver the result thereof to the Customer, and the Customer undertakes to create the conditions described in the Agreement for the Contractor to perform works, to accept their result, and to pay the cost of the works as specified in the Agreement.

Price of the works under the Agreement is to be determined according to Clause 1 of this Resolution.

Works performance term:

Works commencement, July 18, 2014

Works completion, October 30, 2015

Effective term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from July 18, 2014.



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 1 (V. M. Kravchenko).

The Contractor Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of CEO of JSC Lenhydroproject.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.





4.12. On approval of the Paid Services Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the cost of services under the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 2,131,844.64 (two million one hundred and thirty-one thousand eight hundred and forty-four rubles, 64 kopecks), including VAT (18 percent) in the amount of RUB 325,196.64 (three hundred and twenty-five thousand one hundred and ninety-six rubles, 64 kopecks).

2. Approve the Agreement between JSC RusHydro and JSC Lenhydroproject (hereinafter referred to as the "Agreement"), qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer, JSC RusHydro

Contractor, JSC Lenhydroproject

Subject of the Agreement:

The Contractor shall render the services for "Development of the additional operations schedule of the Sayano-Shushenskoe reservoir with the maximum water level of 536.5 m of the provisional regulations for the utilization of water resources of reservoirs of the Sayano-Shushenskiy hydropower complex on the Yenisei river " for the Customer, and the latter undertakes to accept and pay for them in accordance with the terms of the Agreement.

Price of the Agreement (cost of the Services rendered thereunder) is determined according to Paragraph 1 of this Resolution.

Terms of the Services:

Commencement date, on the signature date of the Contract

Completion date, April 30, 2015



Voting results:

"For": 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

The Paid Services Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as V. A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Lenhydroproject at the same time.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E. V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies," is recognized as a dependent director.

Resolution approved.



Item No. 5: On approval of the interim report on implementation of innovative development program of JSC RusHydro in the 1st half of 2014.



Resolution:

Approve the report on implementation of innovative development program of JSC RusHydro in the 1st half of 2014 (Annex No. 4 to the minutes).



Voting results:

"For": 10 (B. I. Ayuev, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 3 (M. S. Bystrov, D. S. Morozov, V. M. Kravchenko).

Resolution approved.



Item No. 6: On the interim results of the Company's business plan execution for the 1st half of 2014 (including report on implementation of investment program (including comprehensive modernization program) and annual procurement plan for the 1st half of 2014)..



Resolution:

Approve the report on the interim results of the Company's business plan execution for the 1st half of 2014 (including report on implementation of investment program (including comprehensive modernization program) and annual procurement plan for the 1st half of 2014)(Annex No. 5 to the Minutes).



Voting results:

"For": 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 2 (D. S. Morozov, V. M. Kravchenko).

Resolution approved.

Item No. 7: On execution of resolutions of the Board of Directors of JSC RusHydro.



Resolution:

1. Take note on the progress of execution of commission of the Board of Directors of JSC RusHydro (Minutes No. 199 dated May 23, 2014, Item No. 1).

2. Postpone the deadline date for the execution of commission of the Board of Directors of JSC RusHydro stipulated by:

- Clauses 1 and 4 of Item No. 1 "On development of the Company's procurement policy" (Minutes No. 199 dated May 23, 2014) as regards the approval of documents by MEDT of Russia and Minenergo of Russia up to December 31, 2014.



Voting results:

"For": 12 (B. I. Ayuev, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 1 (M.S. Bystrov).

Resolution approved.



Item No. 8: On execution of directives of the Government of the Russian Federation:

8.1. On the Long-term Development Program of JSC RusHydro.



Resolution:

1. Commission E. V. Dod, Chairman of the Company's Management Board and Chief Executive Officer, to:

1.1. Submit for the Board’s consideration by November 20, 2014, the long-term development program of JSC RusHydro (hereinafter referred to as the "Program") in compliance with recommendations for the long-term development programs of the state-owned companies (instruction of the Government of the Russian Federation No. ISh-P13-2583 dated April 15, 2014, hereinafter referred to as the "Procedural Guidelines"), which provide for update of the program on the annual basis

1.2. Develop and approve by November 20, 2014, the Standard for the auditor’s review of the program implementation that will regulate the procedure for this review, prepared in accordance with the standard for the auditor’s review of the program implementation developed by the Ministry of economic development of Russia, stipulating the annual audit, starting from 2015 (following the results of 2014 reporting financial year), of the Program implementation, with the involvement of the expert organization being a member of a self-regulated organization of auditors (hereinafter referred to as the "Auditor"), performed in order to check compliance with the requirements specification stipulating the tasks and sub-tasks, that should be performed by the Auditor in the course of audit, prepared in consideration of the exemplary requirements specification of MEDT concerning the audit of implementation of the Companies' programs (instruction of the Government of the Russian Federation No. ISh-P13-2583 dated April 15, 2014) and approved by the Company's Board of Directors.

1.3. Amend, if necessary, by November 20, 2014, the effective Regulations on Remuneration to the sole executive body of the Company (adoption of the new version of the Regulation on Remuneration Paid to the Sole Executive Body of the Company) regarding the dependence of remuneration of the Company's sole executive body on execution of the planned performance indicators of the Company's activities determined by the Program.

2. Take note of the following information:

‒ On June 18, 2014, the Company sent a letter to the Ministry of energy of Russia specifying the purposes and the list of indicators of the Program;

On August 15, 2014, the Company sent the Program to the Ministry of energy of Russia.

Voting results:

"For": 13 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

Resolution approved.



8.2. On establishment of a unified treasury of JSC RusHydro and its affiliates and subsidiaries.



Resolution:

Commission E. V. Dod, Chairman of the Company's Management Board and Chief Executive Officer, to ensure the following:

1. By October 31, 2014, analysis of the applied financial flows management system of JSC RusHydro, its subsidiaries and affiliated companies (hereinafter referred to as the "Analysis"), including analysis of:

‒ Documents regulating the arrangement of cash management and payment services and payment systems

‒ Procedure for choosing the lending organizations, banks, and instruments to be used for the financing of activities of the structural units

‒ Mechanisms for monitoring the budget execution

2. By November 5, 2014, submit the results of the Analysis to the Ministry of Finance of the Russian Federation.

3. By March 30, 2015, development and approval of structure of the unified treasury of the Company, its subsidiaries and affiliated companies (hereinafter referred to as the "Treasury" or the "Group of companies"), ensuring the centralized management of financial flows of the group of companies, minimization of financial risks and operating expenses, and maximization of yield from the investment of free financial resources, whose main functions shall be the following:

‒ Organization of a system of relations with the banks, ensuring optimization of the structure of bank accounts, minimization of bank operating expenses and loan interest most profitable for the group of companies, and annual inventory reconciliation of the settlement structure

‒ Operational planning and optimization of financial flows, including the development of a set of planned tasks relating to the financial support of activities of the group of companies, distribution of resources inside the group, and free cash investment

‒ Controlling, including that concerning cash flow and established limit budget performance, control of accuracy in effecting payments and the timely receipt of funds, constant monitoring, and control over accounts payable and receivable

‒ Financial risk management, including the hedging (insurance) of interest rate, currency, price, and volume risks; development and control of limits for different expense items, including formation of the payment schedule and control over the observance thereof

‒ Establishment (development) of the information infrastructure ensuring the automation of extended functions of the unified treasury, integration of treasury solutions with the production and accounting systems of interrelated blocks at the level of the corporate center of the group of companies

4. By May 31, 2015, development and approval of internal documents of the group of companies regulating the activities of the Treasury and the system of financial flow management taking into account the effective legislation, including:

‒ Regulation on the Treasury regulating matters of subordination, obligations and rights, order of interaction of the group of companies with the Treasury

‒ Provisions and regulations that are uniform for the entire group (including credit and financial policy, general provisions, and regulations on key procedures)

‒ Regulations on internal financing (procedure of funding of the group of companies)

‒ Regulations on payments

5. By June 30, 2015, functioning of the Treasury considering the decisions adopted in accordance with Clauses 3 and 4.



Voting results:

"For": 13 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

Resolution approved.



8.3. On development of the plan of activities ("roadmap") designed to ensure implementation of provisions of the Corporate Management Code in the activities of the Company.



Resolution:

Instruct E. V. Dod, the Chairman of the Company's Management Board and Chief Executive Officer, to ensure, by December 1, 2014:

1. Carrying out comparative analysis of the corporate management standards applied within the Company and the key provisions of the Corporate Management Code (hereinafter referred to as the "Code"), considering the investigation of risks connected with the possible implementation of the new provisions of the Code in the activities of the Company (hereinafter referred to as the "Analysis"), paying attention to the prioritized implementation of the Code provisions about the appointment and termination of powers of the sole executive body by the Company's Board of Directors and about the control exercised by the Board of Directors over the activities of subordinated organizations as regards the corporate events performed and transactions made by them.

2. Allowing for the Analysis findings, development of a draft plan of activities ("roadmap") for implementation of key provisions of the Code in the activities of the Company (hereinafter referred to as the "Plan") and sending it to the federal executive body determining state policy in the field where the Company operates (Minenergo of Russia) and to the Federal Agency for State Property Management to enable the formation of the draft directive guidelines on approval of the Plan in accordance with Regulation No. 738 of the Government of the Russian Federation "On the Management of the Federally Owned Shares of Joint-Stock Companies and Exercise of the Special Right for Participation of the Russian Federation in the Management of Joint-Stock Companies ("Golden Share")" dated December 3, 2004.



Voting results:

"For": 13 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against": 0.

"Abstained": 0.

Resolution approved.





Chairman

of the Board of Directors M. I. Poluboyarinov



Corporate Secretary М. V. Zavalko
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