Minutes of 22.06.2015 №218

MINUTES No. 218

OF THE BOARD OF DIRECTORS MEETING


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

June 19, 2015, 6:00 p.m.

(Moscow time)

Date of the Minutes:

June 22, 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,

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. Priority areas of the Company's activities:
  2. Amending the Annual Comprehensive Procurement Program for 2015.
  3. Interim results of fulfillment of the Business Plan of the Company for 2015 including the actual results for the first quarter of 2015 (including the reports on implementation of the Investment Program (including the Program for Comprehensive Upgrading of Generating Facilities) and Annual Comprehensive Procurement Program for the first quarter of 2015)
  4. Reviewing the Report on the Activities of the Management Board of the Company for 2014.
  5. Approving transactions made by the Company.
  6. Defining the position of JSC “RusHydro” (representatives of JSC “RusHydro”) on items in the agendas of management bodies of subsidiary and dependent companies.
  7. Reviewing the reports submitted by the Chairmen of the Committees under the Board of Directors of the Company on the results of their activities for the corporate year of 2014.
  8. Approving the new version of the Corporate Governance Code of JSC “RusHydro”.
  9. Implementing the resolutions of the Board of Directors.
  10. Improving the effectiveness of procurement activities of JSC “RusHydro”.

RESULTS OF VOTING ON THE ITEMS IN THE AGENDA:


Item 1: Priority areas of the Company's activities:


Implementation status of priority projects for the construction of 4 facilities in the Far East (TPP in the city of Sovetskaya Gavan, Yakutskaya GRES-2 (Phase 1), Sakhalinskaya GRES-2 (Phase 1), Phase 2 of Blagoveshchenskaya TPP).


Resolution:


To take note of the implementation status of priority projects for the construction of 4 facilities in the Far East (TPP in the city of Sovetskaya Gavan, Yakutskaya GRES-2 (Phase 1), Sakhalinskaya GRES-2 (Phase 1), Phase 2 of Blagoveshchenskaya TPP) as of March 31, 2015 (Annex No. 1 to the Minutes).


Voting results:


FOR – 11 (B. I. Ayuev, M. S. Bystrov, 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.


Item 2: Amending the Annual Comprehensive Procurement Program for 2015.


Resolution:


To amend the Annual Comprehensive Procurement Program of JSC “RusHydro” for 2015 (as approved by the resolution of the Board of Directors No. 209 of December 26, 2014) by stating the sections "Expenditure on Technical Re-Equipment and Reconstruction" and "New Construction" in accordance with Annex No. 2 to the Minutes.


Voting results:


FOR – 10 (B. I. Ayuev, 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 – 0.


ABSTAINED – 2 (M. S. Bystrov, V. M. Kravchenko).


The resolution has been adopted.


Item 3: Interim results of fulfillment of the Business Plan of the Company for 2015 including the actual results for the first quarter of 2015 (including the reports on implementation of the Investment Program (including the Program for Comprehensive Upgrading of Generating Facilities) and Annual Comprehensive Procurement Program for the first quarter of 2015)


Resolution:


To approve the report on interim results of fulfillment of the Business Plan of the Company for 2015 including the actual results for the first quarter of 2015 (including the reports on implementation of the Investment Program (including the Program for Comprehensive Upgrading of Generating Facilities) and Annual Comprehensive Procurement Program for the first quarter of 2015) (Annex No. 3 to the Minutes).


Voting results:


FOR – 10 (B. I. Ayuev, 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.


Item 4: Reviewing the Report on the Activities of the Management Board of the Company for 2014.


Resolution:


To approve the Report on the Activities of the Management Board of the Company for 2014 (Annex No. 4 to the Minutes).


Voting results:


FOR – 10 (B. I. Ayuev, 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.


Item 5: Approving transactions made by the Company:


5.1. Approving a non-arm’s length transaction.


Resolution:


In accordance with the Chapter 46 of the Regulation on Disclosures by the Issuers of Issue-Grade Securities No. 454-P of December 30, 2014, instruct the Management Board of the Company to disclose information on parties and beneficiaries, material terms and price of the transaction following its execution in accordance with the procedure established by the laws of the Russian Federation.


Voting results:


FOR – 9 (B. I. Ayuev, M. S. Bystrov, V. I. Danilov-Danilyan, 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).


According to Article 83 of the Federal Law "On Joint Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The vote of E. V. Dod, the Chairman of the Management Board – CEO and member of the Board of Directors of JSC “RusHydro” who, in accordance with Article 81 and Clause 3 of Article 83 of the Federal Law "On Joint-Stock Companies" is recognized as a dependent director, is not considered in determining the results of voting on this item.


The resolution has been adopted.


5.2. Approving the non-arm’s length transactions between JSC “RusHydro” and JSC Sulaksky HydroCascade.


Resolution:

  1. To establish that the maximum price of the Contracts on exchange of promissory notes between the Company and JSC Sulaksky HydroCascade (hereinafter, the "Contracts"), which are related non-arm’s length transactions, shall be one hundred fifty-six million (156,000,000) rubles 00 kopecks.
  2. To approve the Contracts, which are related non-arm’s length transactions, on the following material terms:

Parties to the Contracts:


Party 1: JSC Sulaksky HydroCascade;


Party 2: JSC “RusHydro”.


Maximum Price of the Contracts: One hundred fifty six million (156,000,000) rubles 00 kopecks.


Subject matter of Contracts: Party 2 agrees to transfer to Party 1 interest-free promissory notes (maker: Sberbank of Russia and/or GPB (JSC)) in exchange for promissory notes of Party 1.


Voting results:


FOR – 9 (B. I. Ayuev, M. S. Bystrov, V. I. Danilov-Danilyan, 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 Contracts on exchange of promissory notes between JSC “RusHydro” and JSC Sulaksky HydroCascade are recognized as non arm's-length transactions in accordance with the Article 81 of the Federal Law "On Joint-Stock Companies", because V. A. Tokarev, member of the Management Board, First Deputy Chairman of the Management Board of JSC “RusHydro”, simultaneously holds the position of CEO of JSC HydroOGK Management Company, which is the management company of JSC Sulaksky HydroCascade.


According to Article 83 of the Federal Law "On Joint Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The vote of E. V. Dod, the member of the Board of Directors and simultaneously the Chairman of the Management Board – General Director of JSC “RusHydro” who, in accordance with Clause 3 of Article 83 of the Federal Law "On Joint Stock Companies" is recognized as dependent director, is not considered in determining the results of voting on this item.


The resolution has been adopted.


5.3. Approving the supplementary agreement No. 2 to the Contract No. OG-192-63-2014 of June 2, 2014 between JSC “RusHydro” and Non-Commercial Partnership Hydro Power Engineering, which is a non-arm’s length transaction.


Resolution:

  1. To determine that the price (estimated monetary value) of works under the Contract No. OG-192-63-2014 of June 2, 2014 between JSC “RusHydro” and Non-Commercial Partnership Hydro Power Engineering will not change in connection with the conclusion of supplementary agreement No. 2 and shall be eighty million one thousand seven hundred eighty-four (80,001,784) rubles 55 kopecks, including VAT (18 %) in the amount of twelve million two hundred three thousand six hundred sixty-two (12,203,662) rubles 05 kopecks.
  2. To approve supplementary agreement No. 2 to the Contract No. OG-192-63-2014 of June 2, 2014 between JSC “RusHydro” and Non-Commercial Partnership Hydro Power Engineering as a non-arm’s length transaction on the following material terms:

Parties:


Customer: JSC “RusHydro”.


Contractor: Non-Commercial Partnership Hydro Power Engineering


Subject Matter of Supplementary Agreement No. 2:


Amending the Contract No. OG-192-63-2014 of June 2, 2014 (hereinafter, the "Contract") as follows:


Restate Annex No. 1 to the Contract (List of Organization Standards (Development Period 2014–2015) as follows:


List of Organization Standards (Development Period 2014–2015)


No.

Name of Organization Standards

1

Operation of HPP. Planning and managing the emergency stock. Methodology guidelines.

2

Organizing the management of projects on technical re-equipment and reconstruction of existing hydropower facilities on pre-design and design stages of investment process.

3

Hydropower plants. Environment protection. Environmental impact assessment. Methodology guidelines.

4

Methodology guidelines on monitoring (controlling) the vibration status of hydropower units equipped with stationary vibration diagnostics systems.

5

Assessing the technical (limit) condition of power transformers.

6

Systems for automated monitoring and diagnostics of electrical equipment. General technical requirements, standard composition and functions.

7

Hydropower plants. Preparing the operational personnel of HPP. Standards and requirements.

8

Hydraulic structures of hydroelectric power plants. Methodology recommendations for the implementation of multifactorial studies

9

Hydropower plants. Methodologies for assessing the technical condition of main equipment

10

Hydropower plants. Organizing operation and maintenance. Standards and requirements.

11

Hydropower plants. Extending the life of main equipment in the process of operation. Standards and requirements.

12

Hydropower plants. Methodologies for assessing the condition of auxiliary equipment

13

HPP and PSHPP. Emergency control system. General technical requirements, standard composition and functions.

14

Hydroturbine units. Terms of delivery. Standards and requirements.

15

Power transformers of hydroelectric power plants. Organizing operation and maintenance. Standards and requirements.

16

Microprocessor relay protection and automatic control equipment of HPP, PSHPP. Organizing operation and maintenance. Volumes, standards and requirements.

17

Organizing corporate production asset management system Standards and requirements.

18

Hydropower plants. Assessing and forecasting the risks of accidents on hydraulic structures. Standards and requirements.

19

Methodology recommendations on designing and applying standard form sheets for repair volumes of equipment, buildings and structures.

20

Methodology guidelines on organizing the surveys of hydropower facilities.

21

Hydropower plants. Technical examination of buildings and structures, technological systems, main and auxiliary equipment, switchgear, equipment for proprietary and economic needs. Standards and requirements.

22

Hydropower plants. Methodology for defining the safety criteria for stated hydraulic structures.

23

Hydropower plants. Assuring the quality of works during construction. Standards and requirements.

24

Hydropower construction. Engineering surveys when designing area planning schemes and project documentation. Standards and requirements.


Price of the Agreement:


As determined in clause 1 of this Resolution;


Period for completing the works under the Contract, allowing for Supplementary Agreement No. 2:


Works Commencement Date: June 2, 2014.


Works Completion Date: October 5, 2015.


Voting results:


FOR – 10 (B. I. Ayuev, M. S. Bystrov, V. I. Danilov-Danilyan, 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).


Supplementary Agreement No. 2 to the Contract No. OG-192-63-2014 between JSC “RusHydro” and Non-Commercial Partnership Hydro Power Engineering is recognized as a non-arm’s length transaction in accordance with the Article 81 of the Federal Law "On Joint-Stock Companies", because E. V. Dod, Chairman of the Management Board – CEO of JSC “RusHydro”, and B. B. Bogush, member of the Management Board, First Deputy CEO – Chief Engineer of JSC “RusHydro”, simultaneously hold the positions of members of the Supervisory Board of Non-Commercial Partnership Hydro Power Engineering.


In accordance with Clause 3 of Article 83 of the Federal Law "On Joint Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The vote of E. V. Dod, Chairman of the Management Board – CEO and member of the Board of Directors of JSC “RusHydro” who, in accordance with Article 81 and Clause 3 of Article 83 of the Federal Law "On Joint-Stock Companies" is recognized as a dependent director, is not considered in determining the results of voting on this item.


The resolution has been adopted.


5.4. Approving the Contract(s) on purchase and sale of interest-free promissory notes between JSC “RusHydro” and LLC VolgaHydro, which is (are) non-arm's length transaction(s).


Resolution:

  1. To determine that the price of acquisition by JSC “RusHydro” of interest-free promissory notes of JSC JSCB ROSBANK shall be two hundred sixty one million five hundred ten thousand two hundred thirty nine (261,510,239) rubles 57 kopecks.
  2. To approve the Contract(s) on purchase and sale of interest-free promissory notes (hereinafter, the "Promissory Notes") as non-arm’s length transaction(s) on the following material terms:

Parties to the Contract(s):


Seller: LLC VolgaHydro;


Buyer: JSC “RusHydro”.


Subject matter of Contract(s):


The Seller agrees to transfer to the Buyer's ownership under the acceptance certificate(s) and the Buyer agrees to accept and pay for the Promissory Notes specified in Annex 5 to the Minutes;


Price of Contract(s): The value of Promissory Notes to be alienated under the Contract(s) on purchase and sale shall be two hundred sixty one million five hundred ten thousand two hundred thirty nine (261,510,239) rubles 57 kopecks.


Other terms and conditions:


The Buyer agrees to pay the value of transferred Promissory Notes not earlier than October 1, 2015 within five (5) banking days after the Seller sends the letter on redemption of Promissory Notes.


Voting results:


FOR – 9 (B. I. Ayuev, M. S. Bystrov, V. I. Danilov-Danilyan, 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 Contract on purchase and sale of interest-free promissory notes is recognized as a non-arm’s length transaction in accordance with the Article 81 of the Federal Law "On Joint-Stock Companies", because M. A. Mantrov, First Deputy Chairman of the Management Board of JSC “RusHydro”, B. B. Bogush, member of the Management Board, First Deputy CEO – Chief Engineer of JSC “RusHydro”, simultaneously hold the positions of members of the Board of Directors of LLC VolgaHydro.


In accordance with Clause 3 of Article 83 of the Federal Law "On Joint Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The vote of E. V. Dod, the member of the Board of Directors and simultaneously the Chairman of the Management Board – General Director of JSC “RusHydro” who, in accordance with Clause 3 of Article 83 of the Federal Law "On Joint Stock Companies" is recognized as dependent director, is not considered in determining the results of voting on this item.


The resolution has been adopted.


5.5. Approving a non-arm’s length transaction.


Resolution:


In accordance with the Chapter 46 of the Regulation on Disclosures by the Issuers of Issue-Grade Securities No. 454-P of December 30, 2014, instruct the Management Board of the Company to disclose information on parties and beneficiaries, material terms and price of the transaction following its execution in accordance with the procedure established by the laws of the Russian Federation.


Voting results:


FOR – 9 (B. I. Ayuev, M. S. Bystrov, V. I. Danilov-Danilyan, 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).


According to Article 83 of the Federal Law "On Joint Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The vote of E. V. Dod, the member of the Board of Directors and simultaneously the Chairman of the Management Board – General Director of JSC “RusHydro” who, in accordance with Clause 3 of Article 83 of the Federal Law "On Joint Stock Companies", is recognized as dependent director, is not considered in determining the results of voting on this item.


The resolution has been adopted.


Item 6: Defining the position of JSC “RusHydro” (representatives of JSC “RusHydro”) on items in the agendas of management bodies of subsidiary and dependent companies:

Defining the position of JSC “RusHydro” (representatives of JSC “RusHydro”) on item in the agenda of the meeting of the Board of Directors of JSC RAO Energy Systems of East:

Concluding a loan agreement between JSC RAO Energy Systems of East and JSC VTB Bank to finance the project "Construction of facilities for off-site infrastructure of TPP in the city of Sovetskaya Gavan", which is a major transaction.


Resolution:


To instruct the representatives of JSC “RusHydro” in the Board of Directors of JSC RAO Energy Systems of East to vote on the item in the agenda of the meeting of the Board of Directors of JSC RAO Energy Systems of East "Concluding a loan agreement between JSC RAO Energy Systems of East and JSC VTB Bank to finance the project "Construction of facilities for off-site infrastructure of TPP in the city of Sovetskaya Gavan", which is a major transaction" FOR the adoption of the following resolution:


"To approve the conclusion of the Loan Agreement to finance the project "Construction of facilities for off-site infrastructure of TPP in the city of Sovetskaya Gavan" (hereinafter, the "Agreement") as a major transaction on the following material terms:


Parties to the Agreement:


Creditor: JSC VTB Bank;


Borrower: JSC RAO Energy Systems of East.


Subject matter of the Agreement:


Providing the Borrower with a target loan for a period not exceeding 12 years from the date of signing the Agreement in the amount not exceeding five billion six hundred three million (5,603,000,000) rubles 00 kopecks.


Purpose of using the loan:


Financing the project "Construction of facilities for off-site infrastructure of TPP in the city of Sovetskaya Gavan" (hereinafter, the "Project").


Price of the Agreement:


To be determined as the aggregate of the following values:

  • Loan amount: No more than five billion six hundred three million (5,603,000,000) rubles 00 kopecks.
  • One-time fee for providing the credit facility payable at the conclusion of the Agreement: No more than 0.5 percent of the loan amount;
  • Commitment fee: No more than 0.5 per cent per annum to be accrued on undrawn amount of the loan;
  • Amount of interest for the use of loan funds accrued at the rate of no more than the maximum interest rate for the person provided with the loan to implement the project selected for participation in the Program for supporting the investment projects implemented within the Russian Federation based on project finance in accordance with Decree of the Government of the Russian Federation No. 1044, dated October 11, 2014, "On Approval of the Program for supporting the investment projects implemented within the Russian Federation based on project finance" (hereinafter, the "Program"), and which shall not exceed the level of interest rate established by the Central Bank of the Russian Federation when providing the authorized banks with loan funds to refinance the loans issued by the authorized banks to end-borrowers (interest rate for specialized refinancing instrument) plus 2.5 percent per annum.

If the Project is excluded from the Program and/or if the Central Bank of Russian Federation does not provide or ends the provision of refinancing for the loan provided by the Program, the interest rate shall be determined by the Creditor unilaterally based on market interest rate indicators.


The maximum price of the Agreement shall be seventeen billion (17,000,000,000) rubles.


Loan repayment term:


No later than 12 years after the signing of the Agreement.


Voting results:


FOR – 11 (B. I. Ayuev, M. S. Bystrov, 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 – 0.


ABSTAINED – 1 (V. M. Kravchenko).


The resolution has been adopted.


Item 7: Reviewing the reports submitted by the Chairmen of the Committees under the Board of Directors of the Company on the results of their activities for the corporate year of 2014.


Resolution 7.1:


To approve the report of the Audit Committee under the Board of Directors of the Company (Annex No. 6 to the Minutes).


Voting results:


FOR – 11 (B. I. Ayuev, 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.


Resolution 7.2:


To approve the report of the Investment Committee under the Board of Directors of the Company (Annex No. 7 to the Minutes).


Voting results:


FOR – 11 (B. I. Ayuev, 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.


Resolution 7.3:


To approve the report of the Committee on Reliability, Energy Efficiency and Innovation under the Board of Directors of the Company (Annex No. 8 to the Minutes).


Voting results:


FOR – 11 (B. I. Ayuev, 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.


Resolution 7.4:


To approve the report of the Strategy Committee under the Board of Directors of the Company (Annex No. 9 to the Minutes).


Voting results:


FOR – 11 (B. I. Ayuev, 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.


Resolution 7.5:


To approve the report of the HR and Remuneration Committee under the Board of Directors of the Company (Annex No. 10 to the Minutes).


Voting results:


FOR – 11 (B. I. Ayuev, 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: Approving the new version of the Corporate Governance Code of JSC “RusHydro”.


Resolution:


To approve the new version of the Corporate Governance Code of JSC “RusHydro” (Annex No. 11 to the Minutes).


Voting results:


FOR – 12 (B. I. Ayuev, M. S Bystrov, 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: Implementing the resolutions of the Board of Directors.


Resolution 9.1:

  1. To approve the list of measures aimed at reducing the operating expenses (costs), as well as targets for implementing these measures (Annex No. 12 to the Minutes).
  2. To approve the amendments to the Long-Term Development Program of RusHydro Group approved by resolution of the Board of Directors of JSC “RusHydro” (Minutes No. 206 of November 21, 2014) in terms of reducing the operating expenses (costs) in accordance with the Annex No. 13 to the Minutes.

Voting results:


FOR – 10 (B. I. Ayuev, 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.


Resolution 9.2:


To amend the Methodology of calculating and assessing the key performance indicators of JSC “RusHydro” according to Annex No. 14 to the Minutes.


Voting results:


FOR – 10 (B. I. Ayuev, 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.


Item 10: Improving the effectiveness of procurement activities of JSC “RusHydro”.


Resolution:


1. To supplement Section 3.5. "Preferences" of Regulations on the purchase of products for the needs of JSC “RusHydro”, approved by the resolution of the Board of Directors of JSC “RusHydro” (Minutes No. 215 of May 5, 2015), with the following clause 3.5.5.:


"3.5.5. The coal and/or products of its processing (hereinafter, the "coal products") shall be purchased directly from producers of coal products or companies included in the same group as the producers of coal products, while the contracts for the delivery of coal products shall be concluded for a period of more than one year."


2. To instruct the Chairman of the Management Board – General Director of the Company E. V. Dod to ensure before September 1, 2015 the amendment of Regulations on the procurement activities of subsidiaries by adding the following clause 3.5.5.:


"3.5.5. The coal and/or products of its processing (hereinafter, the "coal products") shall be purchased directly from producers of coal products or companies included in the same group as the producers of coal products, while the contracts for the delivery of coal products shall be concluded for a period of more than one year."


Voting results:


FOR – 12 (B. I. Ayuev, M. S Bystrov, 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.


The dissenting opinion of the member of the Board of Directors V. M. Kravchenko is attached to the Minutes.


Chairman of the Board of Directors M. I. Poluboyarinov


Corporate Secretary M. V. Zavalko 

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