Minutes of 26.12.2014 №209

MINUTES No. 209

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):

December 25, 2014, 6:00 PM

(Moscow time)

Date of the minutes:

December 26, 2014

Method of voting:

absentee voting

Venue of the vote count:

7 Malaya Dmitrovka Street, Moscow, Russian Federation

JSC RusHydro

Number of the elected members of the Board of Directors:

13.

Members of the Board of Directors

taking part in 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.


In accordance with the Federal Law on Joint-Stock Companies and the Charter of the Company, the quorum is present for holding the meeting of the Board of Directors.



AGENDA OF THE MEETING:

1. The Company's priority objectives.

2. Interim results of 2014 business-plan execution for the 9 months of 2014 (including report on implementation of investment program (including comprehensive modernization program) and annual procurement plan for the 9 months of 2014).

3. Approval of the Company's Insurer for 2015.

4. Approval of the Company's Insurance Protection Program for 2015.

5. Approval of the Company’s transactions.

6. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda items of meetings of the management bodies of subsidiaries and affiliates.

7. Approval of the Working Plan of the Board of Directors of JSC RusHydro for 1H 2015.

8. Execution of resolutions of the Board of Directors of JSC RusHydro.

9. Approval of the Annual Complex Procurement Program for 2015.

10. Determination of the price limit for auditing the Company’s accounting statements prepared under Russian Accounting Standards (RAS) and audit (review) of the consolidated financial statements of RusHydro Group prepared in accordance with the International Financial Reporting Standards (IFRS) for 2015, 2016, and 2017.

11. Combining positions of the Company’s Management Board members in the governing bodies of other organizations.

12. Amendments to the Company's Charity and Sponsorship Program for 2014, to be performed without the increase of its volume, due to the inclusion of the project for the financing of the Russian Chess Federation and Russian Union of Martial Arts.

13. Amendments (approving the amendments) to the Resolution on Securities Issue and the Securities Prospectus.

14. Amendments of the Company's Business Plan for 2014–2018 with regard to the Investment Program of JSC RusHydro for 2014.



RESULTS OF VOTING ON THE AGENDA ISSUES

Issue 1:The Company's priority objectives.

Signing free bilateral agreements for electricity sale and purchase with the last resort providers of the second price zone of the wholesale electricity and power market of the Russian Federation.



Resolution:

1. To approve electricity sale to the last resort providers of the second price zone of the wholesale electricity and power market of the Russian Federation under free bilateral agreements (hereinafter the "Contracts")in 2015.

2. To approve the pricing procedure for the electricity sold by the Company under the contracts in accordance with Appendix 1 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.

The Resolution has been adopted.



Issue 2: Interim results of 2014 business-plan execution for the 9 months of 2014 (including report on implementation of investment program (including comprehensive modernization program) and annual procurement plan for the 9 months of 2014).



Resolution:

To approve the report on the interim results of 2014 business-plan execution for the 9 months of 2014 (including report on implementation of investment program (including comprehensive modernization program) and annual procurement plan for the 9 months of 2014) (Appendix 2 to the Minutes).



Voting results:

"For" — 11 (B.I. Ayuev, 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" — 2 (M.S. Bystrov, D.S. Morozov).

The Resolution has been adopted.



Issue 3: Approval of the Company's Insurers for 2015.



Resolution:

To approve the following insurance companies as providing the insurance protection of JSC RusHydro, with which the insurance contracts can be made within the year 2015:

Type of insurance

Insurer

1.

Property insurance

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

2.

Insurance against construction and assembly risks

LLC Soglasie Insurance Company

Address: 42 Gilyarovsky Street, Moscow 129110, Russian Federation

JSC Transneft Insurance Company [1]

Address: 2 Third Pavlovsky Lane,

Moscow 115093

3.

Construction liability insurance.

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

4.

Voluntary medical insurance

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

5.

Accident and sickness insurance

OJSC IC Allianz

Address: 30 Ozerkovskaya Embankment, Moscow 115184

6.

Mandatory liability insurance of hazardous facilities owners from damage caused by the accidents

PLC AlfaStrakhovanie

Address: 31 Shabolovka Street, Building B, Moscow 115162

7.

Terrorism general liability insurance

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

8.

Mandatory liability insurance of vehicle owners

JSIC ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment,

Moscow 115035

9.

Voluntary liability insurance of vehicle owners (DSAGO)

JSIC ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment,

Moscow 115035

10.

Auto insurance

JSIC ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment,

Moscow 115035

11.

Voluntary liability insurance of a ship owner

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

12.

Water carriers insurance

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

13.

Directors’ and officers’ liability insurance

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078

14.

General liability insurance

JSC SOGAZ INSURANCE

Address: 10 Academician Sakharov Prospect, Moscow 107078


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).

The Resolution has been adopted.



Issue 4. Approval of the Company's Insurance Protection Program for 2015.



Resolution:

To approve the Insurance Protection Program of JSC RusHydro for 2015 in accordance with Appendix3 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" — 1 (D.S. Morozov).

The Resolution has been adopted.



Issue 5. Approval of the Company’s transactions:

5.1. To approve the agreement between RusHydro and RAO ES of the East on consulting services in relation to quarterly financial statements prepared in accordance with IFRS, qualified as interested party transaction.



Resolution:

1. To determine that the total cost (money value) of services rendered under the agreement between RusHydro and RAO ES of the East on consulting services in relation to quarterly financial statements prepared in accordance with IFRS (hereinafter the "Contract"), qualified as interested party transaction,, amounts to forty-three million, seventy-four thousand, seven hundred and twenty rubles 00 kopecks (RUB 43,074,720.00), inclusive of VAT (18 %).

The total cost (money value) of the services rendered under the Contract does not exceed 2 % of the book value of the assets of JSC RusHydro as of the latest reporting date.

2. To approve the Contract, qualified as an interested-party transaction, on the following material terms:

Parties to the Contract:

Contractor – JSC RusHydro;

Customer – JSC RAO Energy System of East.

Subject matter:

The Contractor undertakes to render to the Customer, and the Customer undertakes to pay for, the consulting services for the quarterly preparation of accounts in accordance with the International Financial Reporting Standards (hereinafter the "Services").

The list, periods, and time limits for the provision of Services are specified in Appendix 4 to the Minutes.

Price of the Contract (Services):

The total cost (monetary value) of the services equals forty-three million seventy-four thousand seven hundred and twenty rubles 00 kopecks (RUB 43,074,720.00), inclusive of VAT (18 %).

The cost of Services for each period of the Services' provision is specified in Appendix 4 to the Minutes.

Total period of the Service provision:

Start date — March 1, 2015;

End date — March 30, 2018.



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" — 1 (V.M. Kravchenko).

"Abstained" — 0.

The consultancy contract made between JSC RusHydro and JSC RAO Energy System of East is recognized an interested-party transaction pursuant to Article 81 of the Federal Law on Joint-Stock Companies, as the member of the Board of Directors of JSC RusHydro E.V. Dod is at the same time a member of the Board of Directors of JSC RAO Energy System of East.

Pursuant to Clause 3 of Article 83 of the Federal Law on Joint-Stock Companies, the decision on the said issue is made by the Board of Directors of the Company, by a majority vote of independent directors that are not interested in making the transaction.

When counting votes cast with respect to the said issue, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod, at the same time holding the office of Chairman of the Board–Director General of JSC RusHydro, shall be disregarded, as he is recognized as a party interested in the transaction and dependent director pursuant to Articles 81 and 83 of the Federal Law on Joint-Stock Companies.

The Resolution has been adopted.



5.2. Approval of contracts qualified as interested-party transactions.



Resolution:

1. To determine that the maximum cost (monetary value) of the services rendered under the Voluntary Medical Insurance Contract (hereinafter "VMI Contract"), made between JSC RusHydro and JSC SOGAZ INSURANCE and representing an interested-party transaction, equals sixty-nine million five hundred and seventy-nine thousand three hundred and twenty-six rubles two kopecks (RUB 69,579,326.02), VAT exempt.

2. To approve the VMI Contract, being an interested-party transaction, on the following material terms:

Parties to the Contract:

Insurant — JSC RusHydro;

Insurer – JSC SOGAZ INSURANCE.

Subject matter of the VMI Contract:

The Insurer undertakes, based on the Voluntary Medical Insurance Regulations, the remuneration (insurance premium), stipulated by the Contract and paid by the Insurant, upon occurrence of an insured event, to perform organization of and payment for the medical services by the Insured Person under the VMI Program (hereinafter "VMI Services").


Insured persons (Beneficiaries):

The Insurant's employees, including the members and the chairman of the collegiate executive body and other persons filed in the lists of Insured Persons provided to the Insurer by the Insurant.

Insurance object:

Proprietary interests of the Insured Persons connected with the cost of the medical, medical transportation, and other aid provided to such persons upon occurrence of the insured event.

Insured event:

An Insured Person's recourse to a medical institution, specified in the VMI Program, with the purpose of obtaining medical services in accordance with the VMI Program, within the effective term of this Contract.

An Insured Person’s recourse to medical institutions other than that stipulated by this Contract with the purpose of obtaining medical care within the effective term of the insurance contract in accordance with the VMI Program, if such recourse is approved and/or organized by the Insurer;

Insured amount:

- In case an Insured Person appeals for medical care to a medical institution specified in the VMI Program and located in the territory of the Russian Federation — 6,000,000 rubles;

- In case an Insured Person appeals for medical care while abroad — the ruble equivalent of 50,000 US dollars;

- In case an Insured Person appeals for medical transportation aid in the territory of Russia or CIS countries — 750,000 rubles.

Maximum cost of VMI Services:

Sixty-nine million five hundred and seventy-nine thousand three hundred and twenty-six rubles two kopecks (RUB 69,579,326.02), VAT exempt.

Effective term of the VMI Contract:

Start date — January 1, 2015, end date — December 31, 2015.

3. To stipulate that the maximum cost (money value) of the services rendered under the Voluntary Collective Accident and Health Insurance Contract (hereinafter "VAI Contract"), made between JSC RusHydro and OJSC IC Allianz and representing an interested-party transaction, equals three million five hundred and nine thousand one hundred and thirty-eight rubles twenty-six kopecks (RUB 3,509,138.26), VAT exempt.

4. To approve the VAI Contract, being an interested-party transaction, on the following material terms:

Parties to the Contract:

Insurant — JSC RusHydro;

Insurer — OJSC IC Allianz

Subject matter of the VAI Contract:

The Insurer undertakes to pay an insured amount to the Insured Person or another Beneficiary specified in the Contract upon occurrence of events specified in the Contract, irrespective of the sums due to such persons under any other insurance contracts, as well as compulsory social insurance, social security, and reparation of damages.


Insured persons:

The Insurant's employees, including the members and the chairman of the collegiate executive body filed in the lists of Insured Persons provided to the Insurer by the Insurant.

Beneficiaries:

Insured persons and other persons called the Beneficiaries with the written consent of the Insured Person, in case of the death of an Insured Person – their successors entitled to get the insurance payment upon occurrence of the insured event.

Insurance object:

Proprietary interests not contradicting the laws of the Russian Federation and connected with the damage caused to the life and health of people (Insured Persons).

Insured event:

Unexpected, sudden, and unforeseen events by the Insured Person (insurance risks) stipulated by the Insurance Contract, whose occurrence triggers the Insurer's obligation to make the insurance payment to the Insured Person (Beneficiary).

Insurance risks:

- The death of the Insured Person as a result of an accident;

- The death of the Insured Person caused by natural reasons;

- Disability as a result of an accident (with the assignment of group I, II or III);

- Disability caused by natural reasons (with the assignment of group I, II or III);

- Temporary disability occurring as a result of an accident due to the injuries suffered;

- Hospitalization as a result of an accident;

- Diagnosing a critical disease or launching a serious operation.

Insured amount:

According to Appendix 5 to the Minutes.

Maximum cost of VAI Services:

Three million five hundred and nine thousand one hundred and thirty-eight rubles twenty-six kopecks (RUB 3,509,138.26), VAT exempt.

Effective term of the VAI Contract:

Start date — January 1, 2015, end date — December 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.

As the members of the Board of the Company are insured persons (beneficiaries under the contracts) pursuant to Article 81 of the Federal Law on Joint-Stock Companies, the VMI and VAI Contracts made between JSC RusHydro and JSC SOGAZ INSURANCE represent interested-party transactions.

Pursuant to Clause 3 of Article 83 of the Federal Law on Joint-Stock Companies, the decision on the said issue is made by the Board of Directors of the Company by a majority vote of independent directors that are not interested in making the transaction.

When counting votes cast with respect to the said issue, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod, at the same time holding the office of Chairman of the Board–Director General of JSC RusHydro, shall be disregarded, as he is recognized a party interested in the transaction and dependent director pursuant to Articles 81 and 83 of the Federal Law on Joint-Stock Companies.



The Resolution has been adopted.



5.3. Approval of the contract between JSC RusHydro and the Federal State Budget Educational Institution of Higher Education "M.V. Lomonosov Moscow State University" (School of Public Administration) (FSBEIHE M.V. Lomonosov Moscow State University) qualified as an interested-party transaction.



Resolution:

1. To determine that the cost of services rendered under the Contract between JSC RusHydro and FSBEIHE M.V. Lomonosov Moscow State University, qualified as an interested-party transaction, amounts to four hundred and fifty thousand rubles 00 kopecks (RUB 450,000.00), VAT exempt.

2. To approve the Contract between JSC RusHydro and FSBEIHE M.V. Lomonosov Moscow State University (hereinafter the "Contract") as an interested-party transaction on the following material terms:

Parties to the Contract:

Customer – JSC RusHydro;

Contractor – FSBEIHE M.V. Lomonosov Moscow State University

Subject matter of the Contract:

The Customer commissions the Contractor, and the latter undertakes, to enroll the student (Evgeny Vyacheslavovich Dod) to the School as an applicant for the degree with the speciality 08.00.05 "Economics and Management of the National Economy."

Cost of services rendered under the Contract:

Four hundred and fifty thousand rubles 00 kopecks (RUB 450,000.00), VAT exempt.

Duration of services:

From November 1, 2014, to November 1, 2017

Effective term of the Contract:

The Contract enters into force upon its signature and remains in effect until the full performance of contractual obligations by the Parties. The terms of the Contract apply to the relations of the Parties arising from November 1, 2014.



Voting results:

"For" — 10 (B.I. Ayuev, 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" — 2 (M.S. Bystrov, V.M. Kravchenko).

The Contract made between JSC RusHydro and FSBEIHE M.V. Lomonosov Moscow State University is recognized an interested-party transaction pursuant to Article 81 of the Federal Law on Joint-Stock Companies, as the member of the Board of Directors, the Chairman of the Board–Director General of JSC RusHydro E.V. Dod is a beneficiary under the transaction.

Pursuant to Clause 3 of Article 83 of the Federal Law on Joint-Stock Companies, the decision on the said issue is made by the Board of Directors of the Company, by a majority vote of independent directors that are not interested in making the transaction.

When counting votes cast with respect to the said issue, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod, at the same time holding the office of Chairman of the Board–Director General of JSC RusHydro, shall be disregarded, as he is recognized as a party interested in the transaction and a dependent director pursuant to Articles 81 and 83 of the Federal Law on Joint-Stock Companies.

The Resolution has been adopted.



Issue 6: Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda items of meetings of the management bodies of subsidiaries and affiliates:

6.1. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda issue of the management body of CJSC Sakhalinskaya GRES‑2:

"Approval of the sale and purchase agreement between CJSC Sakhalinskaya GRES-2 and JSC RAO Energy Systems of the East, qualified as a major transaction".



Resolution:

To commission the representatives of JSC RusHydro at the General Meeting of Shareholders of CJSC Sakhalinskaya GRES-2 to vote FOR the following resolution on "Approval of the sale and purchase agreement between CJSC Sakhalinskaya GRES-2 and JSC RAO Energy Systems of the East, qualified as a major transaction":

To approve the sale and purchase agreement for project documentation relating to the capital construction object "Construction of Sakhalinskaya GRES-2. Main manufacturing complex. On-site facilities" (hereinafter the "Contract"), qualified as a major transaction, on the following material terms:

Parties to the Contract:

Seller – JSC RAO Energy Systems of the East;

Buyer – CJSC Sakhalinskaya GRES-2.

Subject matter of the Contract:

The Seller undertakes to transfer to the Buyer the ownership of the project documentation relating to the capital construction object "Construction of Sakhalinskaya GRES-2. Main manufacturing complex. On-site facilities" (hereinafter the "Project"), with the exclusive right to use the intellectual deliverables as specified in the Project, and the Buyer undertakes to accept the Project with the exclusive right to use the intellectual deliverables specified therein and pay for the cost thereof.

Procedure for the Project transfer:

The Seller shall transfer to the Buyer:

- Four (4) sets of the Project in hard-copy form;

- One (1) set of the Project in electronic form;

- One (1) copy of the favorable opinion given as a result of the state expert appraisal of the capital construction object "Construction of Sakhalinskaya GRES-2. Main manufacturing complex. On-site facilities" (Ilyinsky settlement, Tomarinsky region), performed by the Federal Autonomous Institution "Glavgosexpertiza Rossii", No. 1134-143/GGE-9164/02, of September 18, 2014, in hard-copy form;

- One (1) copy of the opinion given as a result of the check of the budget value of the capital construction object "Construction of Sakhalinskaya GRES-2. Main manufacturing complex. On-site facilities" (Ilyinsky settlement, Tomarinsky region), performed by the Federal Autonomous Institution "Glavgosexpertiza Rossii" in hard-copy form.

The documents shall be passed in the original form at the location of the Seller within ten (10) days after the signature of the Contract.

Along with the transfer of documents to the Buyer, the exclusive rights to use the intellectual deliverables specified in the Project are transferred.

Price of the Contract:

One hundred and sixty-seven million, four hundred and thirty-five thousand four hundred and one ruble sixty-six kopecks (RUB 167,435,401.66), inclusive of VAT (18 %) equaling twenty-five million, five hundred and forty thousand nine hundred and ninety-three rubles forty-eight kopecks (RUB 25,540,993.48).



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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" — 1 (V.M. Kravchenko).

"Abstained" — 0.

The Resolution has been adopted.



6.2. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda issue of the management body of CJSC Sakhalinskaya GRES‑2:

"Approval of the conclusion of the general contractor agreement for the construction of the object Sakhalinskaya GRES-2 (1st priority) qualified as a major transaction."



Resolution:

To commission the representatives of JSC RusHydro at the General Meeting of Shareholders of CJSC Sakhalinskaya GRES-2 to vote FOR the following resolution with regard to the issue "Approval of the conclusion of the general contractor agreement for the construction of the object Sakhalinskaya GRES-2 (1st priority) representing a major transaction":

"To approve the general contractor agreement for the construction of the object Sakhalinskaya GRES-2 (1st priority) (hereinafter the "Contract") signed by CJSC Sakhalinskaya GRES-2 following the results of the open single-stage tender without the preliminary qualifications-based selection of participants to be granted the right to conclude the contractor agreement for the lot:"General contract for the construction of the object Sakhalinskaya GRES-2 (1st priority) using the primary and auxiliary equipment, including the development of the working documentation and turnkey performance of the functions of the general contractor, representing a major transaction, on the following material terms:

Parties to the Contract:

Customer – CJSC Sakhalinskaya GRES-2;

General Contractor – the winner of the open single-stage tender without the preliminary qualifications-based selection of participants to be granted the right to conclude the contractor agreement for the lot: "General contract for the construction of the object Sakhalinskaya GRES-2 (1st priority) using the primary and auxiliary equipment, including the development of the working documentation and turnkey performance of the functions of the general contractor" (Lot No. KS-2014-SGRES-2), which is held via the information and analytical, trading and operating system "The Market of Products, Services and Technologies for the Electrical Power Industry" (website http://www.b2b-energo.ru) (hereinafter the "Tender");

Subject matter of the Contract:

The General Contractor undertakes to perform or ensure the full performance of the Works in accordance with the technical documentation and transfer to the Customer the Object, completely constructed, fully equipped, assembled, tested by guarantee tests, connected to the External Infrastructure, in operating condition, ensuring that the Guaranteed Operational Characteristics are reached, along with all the documents relating thereto; the Customer undertakes to accept the Work deliverables and pay the contract price.

The Object "Construction of Sakhalinskaya GRES-2 (1st priority)" with the installed electrical capacity of at least 120 MW, including, but not limited to, the buildings, constructions, utility lines, equipment, representing the whole set of hazardous industrial facilities, that should be registered in the State Register of Hazardous Industrial Facilities Controlled by the Federal Environmental, Industrial and Nuclear Supervision Service of Russia.

External Infrastructure – the railway, pipeline and water supply line, sewage system, the ash dump sites, communication cables, the power line, the flyover, other sources of supply, utilities and communications, motor roads located out of the Construction Site, that belong to the outer communications of the Object and serve to ensure its normal operation).

Guaranteed Operational Characteristics of the Object, including: the steam boiler Е-230-13,8-560 – 2 units; condensing single-cylinder steam turbine allowing the heat supply from non-regulated removal in accordance with the technical requirements to the turbine and generator 2 units:

1) Installed electrical capacity 120 MW;

2) Yearly consumption of electrical energy for its own needs 11.427 %;

3) Specific consumption of equivalent fuel for the electrical supply 379,298 g per kWh

Works – the totality of works, services and supplies to be performed by the General Contractor under the Contract, including the supply of equipment and materials in accordance with the Contract and appendices thereto, including the works connected with the correction of defects (rectification) necessary for the performance of the General Contractor's obligations under the Contract, as well as any other works necessary for the performance by the General Contractor of its obligations under the Contract, either stipulated by the Contract or not.

In accordance with the draft Contract included in the tender documentation, the Scope of Works includes, but is not limited to, the following:

a) checks and confirmations of the Design Object, performed by the Designer in accordance with the Design Contract;

b) development of the Working Documentation based on the Design Object and its agreement with the Customer;

c) ensuring the Author Supervision by the developer of the Working Documentation;

d) construction and assembly Works, including general, special and other construction Works, as well as Works involving physical connection of the Object to the External Infrastructure;

e) construction supervision over the performance of Works;

f) commissioning Works, including the performance of individual and other tests stipulated by the Contract and Mandatory Technical Regulations, Integrated Testing, as well as preparation of documents falling within the competence of the General Contractor, for the commissioning of the Object;

g) acquisition of Equipment (including the spare parts) (by its own forces and on its own behalf), including the insurance, shipment, transportation, transshipping, storage (including the acceptance, transshipping, conservation (in accordance with the requirements stated in the documents of manufacturing plants), unloading, certification, revision and incoming inspection, assembling, and commissioning of the Equipment to be included in the Object;

h) acquisition of Materials and procurement of permits for application (by its own forces and at on its own behalf) of the Materials to be included in the Object, according to the procedure and terms stipulated by the Contract, including their transportation, unloading, shipment, storage, certification, revision, incoming inspection, and use in the course of Work performance;

i) the works purposed to ensure the safety of Works performed by the General Contractor, including: equipping the workflow with the necessary fencings, floorings, safety lanyards, safety signs, teaching the personnel to perform the works safely, providing instructions, and performing other activities in accordance with the effective safety standards;

j) instructing and teaching the Customer's personnel;

k) development of the standard operating procedures;

as well as:

- elaboration of the requirements specification and technical working design for the development of the STDEASSO (system of technological data exchange with the automated system of the system operator); agreeing upon the requirements specification and technical working design with the Customer and interested organizations; transfer of the developed documentation to the Customer and Designer; bringing the STDEASSO to commercial operation;

- selection of suppliers, agreeing with the Customer upon the boiler and its accessories (mills, raw-coal feeders, smoke exhausters, blow fans, dust divisors, pc/gas/air line valves, etc.), transfer of the developed documentation to the Customer and Designer;

- development of the composition of the boiler plant, pc/gas/air line scheme, aerodynamic analysis of the boiler and thermal design; transfer of the said documentation to the Customer and Designer;

- development (with the participation of the boiler unit supplier) of the working documentation for pc/gas/air lines of the boilers of st. No. 1, 2, supply of the pc/gas/air lines upon agreement with the Customer; transfer of the developed documentation to the Customer and Designer;

- development (with the participation of the boiler unit supplier) of the engineering and working documentation for the dust divisors of the boiler steps; supply of the dust divisors upon agreement with the Customer; transfer of the developed documentation to the Customer and Designer;

- elaboration of the requirements specification and technical working design for the development of the ASCMPC (automatic system for commercial measurement of power consumption) upon agreement with the Customer; bringing the ASCMPC to commercial operation;

- development of the working documentation for the system of elimination of the mills' breakdown, with the choice of the equipment supplier, upon agreement with the Customer and making the contract; transfer of the developed information to the Customer and Designer; supply of the equipment relating to the breakdown elimination system;

- selection of the supplier of the ash-and-slad removal equipment upon agreement with the Customer, making the supply contract;

- development of any other project and working documentation to be agreed with the Customer, which is not included in the Design Object, but is necessary to perform the Works needed for the final completion of the Object and its bringing to operation;

- adjusting the project documentation in case of replacement of the primary equipment, the change of the boiler accessories and decrease in the number of the electric filter rows (if necessary). The time needed for adjustment shall not influence the deadline for the final completion of Works.

- adjusting the project documentation, development of the working documentation, and performance of construction and assembly works considering the increase in capacity of the silo warehouses for dry ash from a two-day to seven-day supply level (The volume of ash to be kept shall equal 2520 m3, and the capacity of the silos shall be accepted in accordance with the regulatory documents).

- adjusting the project documentation, development of the working documentation, and performance of construction and assembly works considering the placement of smoke exhausters under the electric filters and the smoke exhausting room to be closed.

- adjusting the project documentation, development of the working documentation, and performance of construction and assembly works on the part of construction in the territory of the electrical power station (considering the size of the administration building and the main building) of the premises for engineering and technical staff, workshops and warehouses for its own operating personnel.

The final Scope and kinds of Works are determined following the results of the Tender by the Contract, Technical Documentation, as well as Mandatory Technical Regulations.


Price of the Contract:

The maximum cost of Works performed under the Contract shall be determined following the results of the Tender and equals thirty billion two hundred and thirty-six million rubles 00 kopecks (RUB 30,236,000,000), inclusive of VAT.

Time limits for the Work performance according to the tender documentation:

Work commencement date: the signature date of the Contract.

Planned date of the launch readiness: October 31, 2016

Planned date of the actual completion: December 22, 2016

Planned date of the final completion: to be determined by the Parties when signing the final completion certificate.

The time limits for the performance of works under the Contract shall be determined following the results of the Tender.



Voting results:

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

"Against" — 0.

"Abstained" — 3 (M.S. Bystrov, V.M. Kravchenko, L.V. Kalanda).

The Resolution has been adopted.



6.3. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda issue of the management body of CJSC Sakhalinskaya GRES‑2:

"Approval of contract for the comprehensive insurance against the construction and assembly risks qualified as a major transaction".



Resolution:

To commission the representatives of JSC RusHydro at the General Meeting of Shareholders of CJSC Sakhalinskaya GRES-2 to vote FOR the following resolution with regard to the issue "Approval of contract for the comprehensive insurance against the construction and assembly risks qualified as a major transaction."

"To approve the contract for the comprehensive insurance against the construction and assembly risks (hereinafter the "Contract") made by CJSC Sakhalinskaya GRES-2 following the results of the open single-stage tender without the preliminary qualifications-based selection of participants to be granted the right to conclude the insurance contract for the lot:"Comprehensive insurance against the construction and assembly risks connected with the construction of the object Sakhalinskaya GRES-2 (1st priority)", representing a major transaction, on the following material terms:

Parties to the Contract:

Insurant – CJSC Sakhalinskaya GRES-2;

Insurer – the winner of the open single-stage tender without the preliminary qualifications-based selection of the participants to be granted the right to conclude the insurance contract for the lot: "Comprehensive insurance against the construction and assembly risks connected with the construction of the object Sakhalinskaya GRES-2 (1st priority) ", which is held via the information and analytical, trading and operating system "The Market of Products, Services, and Technologies for the Electrical Power Industry" (website http://www.b2b-energo.ru) (hereinafter the "Tender");

Beneficiaries:

1) Under Section 1 — "Insurance against the Construction and Assembly Risks" in the part of the insured property, with regard to which he/she/they bears/bear the risk of loss or damage:

(а) The Insurant.

(b) General contractor, contractors, their subsidiary or parent companies, subcontractors of any level.

(c) Suppliers of any level.

(d) Organizations rendering the services of architects, and/or consultants/subconsultants, and/or designers, and/or suppliers/subsuppliers within the framework of development of the construction/assembly Object.

2) Under Section 2 — "Insurance of the civil liability for causing damage to the property and/or life and health of third parties":

a) The parties that may suffer the damage (third parties).

Insured persons — Insurant and Beneficiaries under Section 1.

Subject matter of the Contract:

The Insurer undertakes, upon the occurrence of insured events, to make an insurance payout within the limits of the amount insured, under the procedure and on the terms stipulated by the Contract; the Insurant undertakes to pay the insurance premium in the amount and under the procedure stipulated by the Contract.

Insurance object:

1) Under Section 1 "Insurance against construction and assembly risks":

a) Proprietary interests of the Insurant and Beneficiaries connected with all the risks of the physical loss, loss and/or causing damage to the construction/assembly Object;

b) The construction/assembly Object put into operation during its warranty service period;

2) under Section 2 "Insurance of the civil liability for causing damage to the property and/or life and health of third parties":

proprietary interests of the Insurant connected with its obligation to reimburse, in the order stipulated by the civil legislation, the damage caused to the life, health and property of third parties:

- when performing construction and assembly works at the construction/assembly Object,

- during the period of warranty service of the construction/assembly Object put into operation.

Construction/assembly object — Sakhalinskaya GRES-2 (1st priority)" with the installed electrical capacity of at least 120 MW, including, but not limited to, the buildings, constructions, utility lines, and equipment, representing the whole set of hazardous industrial facilities that should be registered in the State Register of Hazardous Industrial Facilities Controlled by the Federal Environmental, Industrial and Nuclear Supervision Service of Russia.

Insured events (insured risks): specified in Appendix 6 to the Minutes.

The maximum total amount insured:

Section 1: insurance against construction and assembly risks:

no more than thirty-six billion nine hundred and thirty-eight million one hundred and forty-six thousand five hundred rubles (RUB 36,938,146,500). The insured amount can be adjusted to the lower side following the results of the Tender based on the approved summary estimate, provided that the positive opinion of FAI Glavgosexpertiza Rossii is obtained.

Section 2: Insurance of the civil liability for causing damage to the property and/or life and health of third parties:

no more than six hundred million rubles (RUB 600,000,000) for each insured event.

Contract Price (amount of the insurance premium):

The maximum amount of the insured premium to be paid under the Contract is determined following the results of the Tender and equals one hundred and ten million eight hundred and fourteen thousand four hundred and thirty-nine rubles fifty-three kopecks (RUB 110,814,439.53), VAT exempt.

Insurance period:

From the signature date of the Contract to December 31, 2016, including the load/no-load tests and commissioning works, followed by the warranty period of at least twenty-four (24) months.

Effective term of the Contract:

The Contract enters into force on the date of its signature and remains in effect until December 31, 2016.



Voting results:

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

"Against" — 1 (V.M. Kravchenko).

"Abstained" — 1 (M.S. Bystrov).

The Resolution has been adopted.



Issue 7: Approval of the Work Plan of the Board of Directors of JSC RusHydro for H1 2015.



Resolution:

To approve the Work Plan of the Board of Directors of JSC RusHydro for H1 2015 (Appendix 7 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" — 1 (V.M. Kravchenko).

"Abstained" — 1 (D.S. Morozov).

The Resolution has been adopted.




Issue 8: On execution of resolutions of the Board of Directors of JSC RusHydro.



Resolution 8.1:

To approve measures aimed at improvement of procurement policy of JSC RusHydro, its subsidiaries and affiliates in accordance with Appendix 8 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).

The Resolution has been adopted.



Resolution 8.2:

To move the deadline for execution of Board of Directors’ commissions (Appendix 9 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).

The Resolution has been adopted.



Issue 9: Approval of the Annual Complex Procurement Program for 2015.



Resolution:

To approve the Annual Complex Procurement Program of JSC RusHydro for 2015 (Appendix 10 to the Minutes).



Voting results:

"For" — 11 (B.I. Ayuev, 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" — 2 (M.S. Bystrov, D.S. Morozov).

The Resolution has been adopted.



Issue 10: Determination of the price limit for auditing the Company’s accounting statements prepared in accordance with the Russian Accounting Standards (RAS) and audit (review) of the consolidated financial statements of RusHydro Group prepared in accordance with the International Financial Reporting Standards (IFRS) for 2015, 2016, and 2017.



Resolution:

To determine that the maximum cost of services for auditing JSC RusHydro accounting statements prepared in accordance with the Russian Accounting Standards and audit (review) of the consolidated financial statements of RusHydro Group prepared in accordance with the International Financial Reporting Standards for 2015, 2016, and 2017 equals four hundred and ninety-four million, seven hundred and sixty-three thousand five hundred and forty-two rubles ninety-nine kopecks (RUB 494,763,542.99), inclusive of VAT equaling seventy-five million four hundred and seventy-two thousand four hundred and four rubles eighty-six kopecks (RUB 75,472,404.86), including:

1. the amount paid for 2015 equaling one hundred and fifty-six million seven hundred and forty-seven thousand six hundred and thirty-six rubles fifty-two kopecks (RUB 156,747,636.52), inclusive of VAT equaling twenty-three million nine hundred and ten thousand six hundred and fifty-six rubles forty-two kopecks (RUB 23,910,656.42);

2. the amount paid for 2016 equaling one hundred and sixty-four million eight hundred and fifty-six thousand three hundred and seventy-three rubles forty-seven kopecks (RUB 164,856,373.47), inclusive of VAT equaling twenty-five million one hundred and forty-seven thousand five hundred and eighty-two rubles thirty-nine kopecks (RUB 25,147,582.39);

3. the amount paid for 2017 equaling one hundred and seventy-three million one hundred and fifty-nine thousand five hundred and thirty-three rubles 00 kopecks (RUB 173,159,533.00), inclusive of VAT equaling twenty-six million four hundred and fourteen thousand one hundred and sixty-six rubles five kopecks (RUB 26,414,166.05).



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, V.M. Kravchenko, D.S. Morozov).

The Resolution has been adopted.



Issue 11: Members of the Board holding offices in other organizations' management bodies.



Resolution:

1. To approve combining positions of Chairman of the Management Board – General Director of JSC RusHydro and member of Supervisory Board of RusHydro International B.V. by Evgeny Dod.

2. To approve combining positions of member of the Management Board, first Deputy General Director of JSC RusHydro and member of the Board of Directors of JSC HydroOGK Management Company and Chairman of Partnership Board of Self-Regulating Organization Non-Commercial Partnership EnergoStroiAllianz by Vladimir Tokarev.



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.

The Resolution has been adopted.



Issue 12: Amendments to the Company's Charity and Sponsorship Program for 2014, without the increase of its volume, due to the inclusion of the project for the financing of the Russian Chess Federation and Russian Union of Martial Arts.



Resolution:

1. To approve the amendments to the Company's Charity and Sponsorship Program for 2014, without the increase of its volume, due to the inclusion of the project for the financing of the Russian Chess Federation and Russian Union of Martial Arts.

2. To approve the redrafted Charity and Sponsorship Program of the Company for 2014 (Appendix 11 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 (V.M. Kravchenko, D.S. Morozov).

The Resolution has been adopted.



Issue 13: Amendments (approving the amendments) to the Resolution on Securities Issue and the Securities Prospectus.

13.1. Amendments (approving the amendments) to the Resolution on the issue of non-convertible interest-bearing documentary bearer bonds of series 09 with the obligatory centralized storage.



Resolution:

To make (approve) the amendments to the Resolution on the issue of securities — non-convertible interest-bearing documentary bearer bonds of series 09 with obligatory centralized storage in the amount of ten million (10,000,000), each having a nominal value of one thousand (1,000) rubles, the total nominal value equaling ten billion (10,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, with the possibility of early repayment, upon request of the holders and at the Issuer’s discretion (hereinafter "Series 09 Bonds"), approved by the resolution of the Board of Directors of JSC RusHydro on October 30, 2012 (Minutes No. 164 of October 30, 2012), in accordance with Appendix 12 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.

The Resolution has been adopted.



13.2. Amendments (approving the amendments) to the Resolution on the issue of non-convertible interest-bearing documentary bearer bonds of series 10 with the obligatory centralized storage.



Resolution:

To make (approve) the amendments to the Resolution on the issue of securities — non-convertible interest-bearing documentary bearer bonds of series 10 with obligatory centralized storage in the amount of ten million (10,000,000), each having a nominal value of one thousand (1,000) rubles, the total nominal value equaling ten billion (10,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, with the possibility of early repayment, upon request of the holders and at the Issuer’s discretion (hereinafter "Series 10 Bonds"), approved by the resolution of the Board of Directors of JSC RusHydro on October 30, 2012 (Minutes No. 164 of October 30, 2012), in accordance with Appendix 13 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.

The Resolution has been adopted.



13.3. Amending (approving amendments to) the Prospectus for non-convertible interest-bearing documentary bearer bonds of series 07, 08, 09, 10 with the obligatory centralized storage in the part of the bonds of series 09 and 10.



Resolution:

To amend (approve amendments to) the Securities Prospectus (approved by the resolution of the Board of Directors of JSC RusHydro of October 30, 2012 (Minutes No. 164 of October 30, 2012)):

- non-convertible interest-bearing documentary bearer bonds of series 07 with obligatory centralized storage in the amount of ten million (10,000,000), each having a nominal value of one thousand (1,000) rubles, the total nominal value equaling ten billion (10,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, with the possibility of early repayment, upon request of the holders and at the Issuer’s discretion;

- non-convertible interest-bearing documentary bearer bonds of series 08 with obligatory centralized storage in the amount of ten million (10,000,000), each having a nominal value of one thousand (1,000) rubles, the total nominal value equaling ten billion (10,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, with the possibility of early repayment, upon request of the holders and at the Issuer’s discretion;

- non-convertible interest-bearing documentary bearer bonds of series 09 with obligatory centralized storage in the amount of ten million (10,000,000), each having a nominal value of one thousand (1,000) rubles, the total nominal value equaling ten billion (10,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, with the possibility of early repayment, upon request of the holders and at the Issuer’s discretion;

- non-convertible interest-bearing documentary bearer bonds of series 10 with obligatory centralized storage in the amount of ten million (10,000,000), each having a nominal value of one thousand (1,000) rubles, the total nominal value equaling ten billion (10,000,000,000) rubles, with the period of repayment expiring on the three thousand six hundred and fortieth (3,640) day from the start date of placement of bonds (placed by public subscription) of the issue concerned, with the possibility of early repayment, upon request of the holders and at the Issuer’s discretion

with respect to the bonds of series 09 and 10 in accordance with Appendix 14 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.

The Resolution has been adopted.



Issue 14: Adjustment of the Company's Business Plan for 2014–2018 in the part of the Investment Program of JSC RusHydro for 2014.



Resolution:

1. To approve the amendments to the Company's Business Plan for 2014 with regard to the Investment Program of JSC RusHydro for 2014 (Appendix 15 to the Minutes).

2. To approve the adjusted quarterly funding and capex plans for 2014 (Appendices 16 and 17 to the Minutes).



Voting results:

"For" — 11 (B.I. Ayuev, 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" — 2 (M.S. Bystrov, D.S. Morozov).

The Resolution has been adopted.

The individual opinion of member of the Company's Board of Directors V.M. Kravchenko on issues 4 and 7 is attached to the Minutes.



Chairman of the Board of Directors M.I. Poluboyarinov

Corporate Secretary M.V. Zavalko



[1] Comprehensive insurance against construction and assembly risks for the whole period of reconstruction and modernization of the Kuban HPP Cascade under the contractor's agreement of April 9, 2014, made between JSC RusHydro and JSC ESCO UES, and the contract for insurance against construction and assembly risks, insurance of the civil liability to third parties in the course of performance of construction and assembly works No. MF-25-018274-13-SS of December 31, 2013.

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