Minutes of 14.05.2015 №216

MINUTES No. 216

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting (date and time of establishing the results of voting):

May 12, 2015, 18 hours 00 minutes

(Moscow time)

Date of the Minutes:

May 14, 2015

Form of the meeting:

voting in absentia.

Place of establishing the results of voting:

JSC RusHydro, 7 Malaya Dmitrovka St.,

Moscow, Russian Federation

Number of elected members of the Board of Directors:

13

Members of the Board of Directors,

who participated 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 for holding the meeting of the Board of Directors was present.


AGENDA OF THE MEETING:

  1. Approving the Agenda of the Annual General Meeting of Shareholders of the Company.
  2. Pre-approval of the Company's Annual Report for 2014.
  3. Examining the annual accounting statements, including the Statement of Financial Performance of the Company for 2014.
  4. Recommendations to the Annual General Meeting of Shareholders on the item: Approving the distribution of Company profits for 2014.
  5. Recommendations to the Annual General Meeting of Shareholders on the item:On payment of dividends, time and form of payment of dividends based on the results of operations in 2014, and establishment of the date as of which the persons entitled to dividends are determined.
  6. On recommendations to the Annual General Meeting of Shareholders of the Company on the candidacy of the Company's Auditor.
  7. Determining the amount of fee for the Company's Auditor's services.
  8. Recommendations to the General Meeting of Shareholders of the Company on the item: Payment of remuneration for work on the Board of Directors to the members of the Board of Directors of the Company, who are not state employees, in the amount established by internal documents of the Company.
  9. Recommendations to the General Meeting of Shareholders of the Company on the item: Approving the draft new version of the Company’s Charter.
  10. Recommendations to the General Meeting of Shareholders of the Company on the item: Approving the internal documents of the Company governing the activities of the management and control bodies of the Company;
  11. Recommendations to the General Meeting of Shareholders of the Company on the item: Participation of JSC RusHydro in financial and industrial groups, and other associations of commercial entities.
  12. Recommendations to the General Meeting of Shareholders of the Company on the item: Approving non arm's-length transactions.
  13. Matters related to convening, preparing and holding the Annual General Meeting of Shareholders of the Company.

RESULTS OF VOTING ON THE ITEMS IN THE AGENDA:


Item 1: Approving the Agenda of the Annual General Meeting of Shareholders of the Company.


Resolution:


To approve the agenda of the Annual General Meeting of Shareholders for 2014:

  1. Approving the Annual Report of the Company for 2014.
  2. Approving the annual accounting statements, including the Statement of Financial Performance of the Company for 2014.
  3. Approving the distribution of Company's profits for 2014.
  4. Amount of dividends, period and form of their payout for 2014 and the record date to determine the persons entitled to receive the dividends.
  5. Payment of remuneration for work on the Board of Directors to members of the Board of Directors of the Company, who are not public officials, in the amount specified by the internal documents of the Company.
  6. Election of the members of the Company Board of Directors.
  7. Election of the members of the Audit Commission (Internal Auditor) of the Company.
  8. Approving the Auditor of the Company.
  9. Approving the draft new version of the Company’s Charter.
  10. Approving the new version of Regulations on the procedure for convening and holding the General Meeting of Shareholders of the Company.
  11. Approving the new version of Regulations on the procedure for convening and holding the meetings of the Board of Directors of the Company.
  12. Approving the new version of Regulations on the Audit Commission of the Company.
  13. Approving the new version of Regulations on the Management Board of the Company.
  14. Approving the new version of Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company.
  15. Approving the new version of Regulations on payment of remuneration and compensation to the members of the Audit Commission of the Company.
  16. Participation of JSC RusHydro in Non-Profit Partnership RCBC.
  17. Approving non arm's-length transactions.

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.


Item 2: Pre-approval of the Company's Annual Report for 2014.


Resolution:


To pre-approve the Annual Report for 2014 (Annex No. 1 to the Minutes) and submit it for approval to the Annual General Meeting of Shareholders of the Company.


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).


The resolution has been adopted.


Item 3: Examining the annual accounting statements, including the Statement of Financial Performance of the Company for 2014.


Resolution:


To pre-approve the annual accounting (financial) statements of the Company, including the Statement of Financial Performance for 2014 (Annex No. 2 to the Minutes) and submit them for approval to the Annual General Meeting of Shareholders of the Company.


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).


The resolution has been adopted.


Item 4: Recommendations to the Annual General Meeting of Shareholders on the item: Approving the distribution of Company's profits for 2014.


Resolution:


To pre-approve and recommend to the Annual General Meeting of Shareholders of the Company to approve the following distribution of profits (losses) of the Company for 2014:


(RUB)

Retained earnings (loss) of the reporting period

30,729,255,631.93

Allocate to: Reserve fund

1,536,462,781.60

Accumulation fund

23,160,042,559.17

Dividends

6,032,750,291.16

Repayment of losses of previous years

0.00


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.


Item 5: Recommendations to the Annual General Meeting of Shareholders on the item: Amount of dividends, period and form of their payout for 2014 and the record date to determine the persons entitled to receive the dividends.


Resolution:


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


To pay dividends on ordinary shares of the Company for 2014 in the amount of RUB 0.01561855 per share.


Form of payment: Cash. The amount of dividends accrued per one shareholder of the Company shall be determined with an accuracy to the nearest kopeck. Rounding of numbers in calculations shall be according to the rules of mathematical rounding.


To establish July 7, 2015 as the record date used to determine the persons entitled to receive the dividends.


The dividends to nominal holders and trustees that are professional participants in the securities market, registered in the register of shareholders, shall be paid within 10 working days and, to other persons registered in the register of shareholders, within 25 working days from the record date used to determine the persons entitled to receive the dividends.


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.


Item 6: Recommendations to the Annual General Meeting of Shareholders of the Company on the candidacy of the Company's Auditor.


Resolution:


To recommend to the Annual General Meeting of Shareholders of the Company for 2014, the candidacy of Closed Joint-Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) for approval as the Company's Auditor.


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).


The resolution has been adopted.


Item 7: Determining the amount of fee for the Company's Auditor's services.


Resolution:


Determine the amount of fee for the Company's Auditor's services to audit the financial statements of JSC RusHydro, prepared in accordance with Russian Accounting Standards, and audit (review) of the consolidated financial statements of RusHydro Group, prepared in accordance with International Financial Reporting Standards for 2015 in the amount of one hundred thirty million seventy-one thousand four hundred rubles (RUB 130,071,400), including VAT of nineteen million eight hundred forty-one thousand four hundred rubles 00 kopecks (RUB 19,841,400), including:


1. audit of accounting (financial) statements of JSC RusHydro, prepared in accordance with Russian Accounting Standards in the amount of twenty-two million eight hundred sixty-eight thousand four hundred rubles 00 kopecks (RUB 22,868,400), including VAT of three million four hundred eighty-eight thousand four hundred rubles 00 kopecks (RUB 3,488,400);


2. audit of consolidated financial statements of JSC RusHydro, prepared in accordance with International Financial Reporting Standards in the amount of seventy-nine million two hundred thirty-seven thousand rubles 00 kopecks (RUB 79,237,000), including VAT of twelve million eighty-seven thousand rubles 00 kopecks (RUB 12,087,000);


3. review of the Condensed Consolidated Interim Financial Information of RusHydro Group, prepared in accordance with IFRS (IAS) 34 "Interim Financial Reporting" for the six months ended June 30, 2015, in the amount of twenty-seven million nine hundred sixty-six thousand rubles 00 kopecks (RUB 27,966,000), including VAT of four million two hundred sixty-six thousand rubles 00 kopecks (RUB 4,266,000).


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).


The resolution has been adopted.


Item 8: Recommendations to the Annual General Meeting of Shareholders of the Company on the item: Payment of remuneration for work on the Board of Directors to the members of the Board of Directors of the Company, who are not state employees, in the amount established by internal documents of the Company.


Resolution:


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


To pay remuneration to members of the JSC RusHydro's Board of Directors according to results of their work in the Board of Directors for the period since 6/27/2014 till 6/26/2015 in the amount and manner stipulated by the Regulation for Payment of Remuneration to Members of the JSC RusHydro's Board of Directors.


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.


Item 9: Recommendations to the Annual General Meeting of Shareholders of the Company on the item: Approving the New Version of the Company's Charter.


Resolution:


To recommend to the Annual General Meeting of Shareholders to approve the new version of the Company's Charter (Annex 3 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.


Item 10: Recommendations to the Annual General Meeting of Shareholders of the Company on the item: Approving the internal documents of the Company governing the activities of the management and control bodies of the Company:


10.1. Approving the new version of Regulations on the procedure for convening and holding the General Meeting of Shareholders of the Company.


Resolution:


To recommend to the Annual General Meeting of Shareholders of the Company to approve the new version of Regulations on the procedure for convening and holding the General Meeting of Shareholders of the Company (Annex 4 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.


10.2. Approving the new version of Regulations on the procedure for convening and holding the meetings of the Board of Directors of the Company.


Resolution:


To recommend to the Annual General Meeting of Shareholders of the Company to approve the new version of Regulations on the procedure for convening and holding the meetings of the Board of Directors of the Company (Annex 5 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.


10.3. Approving the new version of Regulations on the Audit Commission of the Company.


Resolution:


To recommend to the Annual General Meeting of Shareholders to approve the new version of Regulations on the Audit Commission of the Company (Annex No. 6 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.


10.4. Approving the new version of Regulations on the Management Board of the Company.


Resolution:


To recommend to the Annual General Meeting of Shareholders to approve the new version of Regulations on the Management Board of the Company (Annex No. 7 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.


10.5. Approving the new version of Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company.


Resolution:


To recommend to the Annual General Meeting of Shareholders of the Company to approve the new version of Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company (Annex 8 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.


10.6. Approving the new version of Regulations on payment of remuneration and compensation to the members of the Audit Commission of the Company.


Resolution:


To recommend to the Annual General Meeting of Shareholders of the Company to approve the new version of Regulations on payment of remuneration and compensation to the members of the Audit Commission of the Company (Annex 9 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.


Item 11: Recommendations to the General Meeting of Shareholders of the Company on the item: Participation of JSC RusHydro in financial and industrial groups, and other associations of commercial entities:


Participation of JSC RusHydro in Non-Profit Partnership RCBC.


Resolution:


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


To approve the participation of the Company in the Non-Profit Partnership Russian-Chinese Business Council (NP RCBC) on the following terms:

  • Admission fee for 2015 in the amount of seven hundred fifty thousand rubles (RUB 750,000);
  • Subsequent amounts, procedure and periods for paying the membership fees and one-time fees will be determined annually by resolution of the General Meeting of Members of NP RCBC.

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.


Item 12: Recommendations to the General Meeting of Shareholders of JSC RusHydro on the item: Approving non arm's-length transactions:


Approving the Directors, Officers and Companies’ Liability and Financial Risk Insurance Contract between JSC RusHydro and OJSC SOGAZ, being a non arm's-length transaction


Resolution:


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

  1. To determine that the price (monetary value) for services under the Directors, Officers and Companies’ Liability and Financial Risk Insurance Contract No. 15DO0001 of 12/29/2014 between JSC RusHydro and OJSC SOGAZ, being a non arm's-length transaction, shall be sixty-eight thousand seven hundred US dollars (USD 68,700) at the exchange rate set by the Bank of Russia as of the payment date, not subject to VAT.
  2. To approve the Directors, Officers and Companies’ Liability and Financial Risk Insurance Contract No. 15DO0001 of 12/29/2014 (hereinafter, the "Contract"), being a non arm's-length transaction for members of the Company's Board of Directors, on the following material terms:

Parties to the Contract:


Insured: JSC RusHydro;


Insurer: OJSC SOGAZ


Subject matter of the Contract:


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


Insured Person(s):


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

• an Official, Director; or


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


• Administrator of estate, heir, property or legal representative, legal successor or executor of the will for deceased, legally incapable, insolvent or bankrupt Insured Person in relation to any Losses related to any Claim in connection to any Wrongdoing of such Insured Person;


• Employee of the Company in the course of performance by such employee of management and supervisory duties in such Company. For the avoidance of doubt, such employees shall include, among others, the executive and managing directors, heads of Departments, Directorates and other structural units of the Company, Chief Accountant and his deputies, other persons managing the employees of the Company as well as all persons entitled under powers of attorney to sign contracts and other documents on behalf of the Company;


• A person specified as a potential Insured Person in any information on listing of the Securities, issue prospectus or private offering memorandum or similar document issued by the Insured.


• Other persons specified in the Insurance Contract.

  • A company which according to the insurance contract means the Insured and/or any of its subsidiaries corresponding to the definition of the Subsidiary provided in the insurance contract (mainly, legal entities in which JSC RusHydro or any subsidiary of JSC RusHydro directly or indirectly through one or several other legal entities held/holds and/or controlled/controls over 50% in the authorized (share) capital of such entity).

Beneficiaries:


In relation to damage under the submitted Claims, the Beneficiaries are the third parties.


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


Insurance coverage/insured event:

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

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

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

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

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

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

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

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

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


Insurance Object:

  • In relation to liability insurance of the Insured Person against any Losses incurred by other persons, the property interests of such Insured Person related to the obligation to compensate for the Losses incurred by other persons;
  • In relation to insurance against any Losses of any Insured Person, the property interests of such Insured Person related to incurring of any Losses;
  • Property interests of any Company related to compensation by such Company for any Losses;
  • In relation to liability insurance of any Company against any Losses incurred by other persons, the property interests of such Company related to the obligation to compensate for the Losses incurred by other persons;
  • In relation to insurance against any Losses of any Company, the property interests of such Company related to the incurring of any Losses.

Losses:


shall mean any of the following:

  • Any losses in accordance with Articles 71 and 84 of the Federal Law "On Joint Stock Companies" No. 208-FZ of December 26, 1995 (as amended) and other similar loses; and/or
  • Any damage (including any loss) in accordance with Article 931 of the Civil Code of the Russian Federation (as amended) and other similar damage (including any similar loss); and/or
  • Any amount, which any Insured Person in accordance with any laws shall pay, including, but not limited to, any amounts awarded under the decision of court, arbitration, third-party arbitration tribunal or similar body/institution (including interest accrued for the periods prior to and after the date of relevant decision), any losses (including loss of profits, multiple damages as well as exemplary damages, substantial damages, and punitive damages), expenses, out-of-court settlement costs; and/or
  • Any losses and expenses covered under the Insurance Contract (including, but not limited to, Indemnification Expenses, Extra Charges, Extradition Costs, Investigation Costs, Expenses on Defense against Prosecution, Public Relations Expenses, Expenses on Casual Activity of Regulatory Authorities); and/or
  • Any forfeit, penalty or punitive sanctions, which may be collected in accordance with the laws, under which the relevant Claim is raised; and/or
  • Any payments, which the Insurer shall make in accordance with any expansion of coverage stipulated by the Insurance Contract.

Wrongdoing:

  • In relation to any Insured Person, any of the following: (a) Any actual or claimed/imputed/alleged act, error, omission, carelessness, negligence, failure to perform or improper performance of duties, misconduct, misinformation, false or misleading statement, slander, defamation, failure to comply with the terms of granted authority, abuse of authority, failure to perform/breach of fiduciary or other duties, any violation of labor relations or any other act or omission of any Insured Person who has acted in the relevant capacity or any circumstance stated with respect to any Insured Person solely in connection with his/her authority to act in the said capacity; and/or (b) Any actual or claimed/imputed/alleged act or failure to act, error or omission which forms the grounds, is related to or results in any violation of the Sarbanes-Oxley Act anywhere worldwide; including but not limited to, any such violation related to:
  • Work of the Audit Committee; or
  • Requirements of the Sarbanes-Oxley Act to certification or disclosure of information; or
  • Compliance of statements with the requirements of GAAP; or
  • Bans with regard to conflicts of interest established by the Sarbanes-Oxley Act; or
  • Rights of the employees to inform of any violations without any consequences for the informer; and
  • In relation to any Company: Any actual or claimed/imputed/alleged breach of/failure to perform obligations/duties, negligence, carelessness, error, provision of misleading information, false or misleading statement, omission or any other act or omission of any Company but only in relation to any Claim for Securities.

Insured amount/liability limit:

  • In aggregate on all insurance coverages and extensions except for extension for independent directors, thirty million (30,000,000) US dollars.
  • Additional insured amount for independent director, one million (1,000,000) US dollars. Aggregate additional insured amount for independent directors, two million (2,000,000) US dollars.

Deductible:


Unconditional deductible in relation to compensation for the Company's losses if the Company pays the Insured Person's losses, one hundred twenty thousand (120,000) US dollars.


Unconditional deductible in relation to insurance of the Company against claims for securities, one hundred twenty thousand (120,000) US dollars.


Contract Price:


Sixty-eight thousand seven hundred (68,700) US dollars at the exchange rate set by the Bank of Russia as of the payment date, not subject to VAT.


Insurance Period:


From 1/1/2015 to 12/31/2015


Term of the Contract:


The Contract becomes effective upon signing by the Parties, covers the relations of the Parties since 1/1/2015 and remains effective until 12/31/2015.


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.


Item 13: Matters related to convening, preparing and holding the Annual General Meeting of Shareholders of the Company.


Resolution:

  1. To convene the Annual General Meeting of Shareholders of JSC RusHydro (hereinafter, also the "Company") as a meeting (joint attendance) (hereinafter, also the "General Meeting of Shareholders", the "Meeting"). To determine the date of the Annual General Meeting of Shareholders of the Company (hereinafter, the "Meeting") to be June 26, 2015.
  2. To determine the time of the Meeting to be 12 hours 00 minutes (local time).
  3. To determine the starting time of registration of participants of the Meeting to be 10 hours 00 minutes (local time).
  4. To determine place of the Meeting as Russian Federation, Krasnoyarsk Krai, Krasnoyarsk, Dubrovinskogo St., 43, bldg. 1.
  5. To determine the date of compilation of the list of persons entitled to participate in the Meeting to be May 26, 2014.
  6. To determine that information (materials) to be provided to the persons entitled to participate in the Meeting is as follows:

Annual Report of the Company for 2014;


Annual accounting (financial) statements for 2014, including the Auditor's Report;


Report of the Company's Audit Commission;


Recommendations of the Board of Directors for distribution of the Company's profits for 2014 financial year;


Recommendations of the Company's Board of Directors on the amount of dividends, form and period of their payment and record date used to determine the persons entitled to dividends;


Extract from the minutes of the Audit Committee of the Company's Board of Directors;


Recommendations of the Company's Board of Directors on determination of the price and approval of the non-arm's-length transaction;


Information on candidates for the Company's Board of Directors;


Information on candidates for the Company's Audit Commission;


Information on availability or absence of the written consent of candidates nominated for election to the Board of Directors and Audit Commission;


Information on the candidacy for the Company's auditor;


Charter of the Company;


Draft new version of the Company’s Charter;


Comparative table of changes in the Company's Charter;


Regulations on the procedure for convening and holding the General Meeting of Shareholders of the Company;


Draft new version of Regulations on the procedure for convening and holding the General Meeting of Shareholders of the Company;


Regulations on the procedure for convening and holding the meetings of the Board of Directors of the Company;


Draft new version of Regulations on the procedure for convening and holding the meetings of the Board of Directors of the Company;


Regulations on the Company's Audit Commission;


Draft new version of Regulations on the Company's Audit Commission;


Regulations on the Management Board of the Company;


Draft new version of Regulations on the Management Board of the Company;


Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company;


Draft new version of Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company.


Regulations on payment of remuneration and compensation to the members of the Audit Commission of the Company.


Draft new version of Regulations on payment of remuneration and compensation to the members of the Audit Commission of the Company.


Draft resolutions of the Meeting on items in the agenda.


7. Establish that the persons entitled to participate in the Meeting may review the information (materials) for the Meeting at the venue of the Meeting (on the day of the Meeting), as well as within 30 days prior to the Meeting at the following addresses:


  • 7 Malaya Dmitrovka St., Moscow, Russian Federation, (on weekdays from 10 a.m. to 6 p.m. local time), tel. 8-800-333-80-00 /(495) 122-05-55 ext. 1824; 1025; correspondence reception/delivery: extn. 1832; 4185;
  • JSC Registrar R.O.S.T. 18 Stromynka St., b. 13, Moscow, Russian Federation (on weekdays from 10 a.m. to 6 p.m. local time), tel. (495) 771-73-36;
  • 43 Dubrovinskogo St., b. 1, Krasnoyarsk, Russian Federation (on weekdays from 10 a.m. to 6 p.m. local time), tel. 8-913-031-71-04;
  • and on the Company's website at www.rushydro.ru.

8. To approve the form and text of the Notice of the Meeting (Annex No. 10 to the Minutes).


9. To publish the Notice of the Meeting in Rossiyskaya Gazeta and post it on the Company's website at www.rushydro.ru no later than 30 days prior to the date of the Meeting.


10. To approve the form and text of the ballots for voting in the Annual General Meeting of Shareholders of the Company (Annex No. 11 to the Minutes).


11. To determine that ballots for voting on the items in the agenda of the Meeting shall be sent by registered mail or be delivered against signature to each person specified in the list of persons entitled to participate in the Meeting, no later than June 5, 2015 (inclusive).


12. To determine that the quorum and voting results will be established by counting the votes provided with voting ballots received at the address specified in clause 13 of this resolution no later than 2 days prior to the date of the Annual General Meeting of Shareholders, namely no later than June 23, 2015 (inclusive).


13. To determine that completed voting ballots may be sent to the following postal address:

  • JSC Registrar R.O.S.T., 18 Stromynka St., b. 13, Moscow, 107996, Russian Federation

14. To elect Maxim V. Zavalko, Deputy Director of the Department for Corporate Governance and Property Management – Head of the Division for Organizing the Activities of the Board of Directors and the Management Board of JSC RusHydro, as the Secretary of the Meeting.


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.


Chairman of the Board of Directors M.I. Poluboyarinov


Corporate Secretary M.V. Zavalko 

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok