Minutes of 08.10.2015 №223

MINUTES No. 223

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):

October 7, 2015, 11.00 a.m.

(Moscow time).

Date of the Minutes:

October 8, 2015

Form of the meeting:

Joint attendance.

Place of the vote count:

2 Krasnopresnenskaya Naberezhnaya, Moscow

the Building of the Government of the Russian Federation

Number of elected members of the Board of Directors:

13.

Members of the Board of Directors

who participated in voting:

A.D. Avetisyan,

E.V. Dod,

S.N. Ivanov,

D.S. Morozov,

A.M. Osipov,

V.V. Pivovarov,

Yu.P. Trutnev,

The meeting of the Board of Directors of PJSC RusHydro was personally attended by the Chairman of the Board of Directors Yu.P. Trutnev and the following members of the Board of Directors: A.D. Avetisyan, E.V. Dod, S.N. Ivanov, A.M. Osipov, D.S. Morozov, V.V. Pivovarov.


In accordance with the Federal Law "On Joint-Stock Companies" and the Company's Charter, the quorum for the Meeting of the Board of Directors is present.


Attending non-members:


N.G. Shulginov, D.I. Rizhinashvili, E.E. Gorev, S.A. Kirov, S.N. Tolstoguzov, A.Yu. Podgorny.


The speaker on Items 1 and 2 of the agenda - member of the Management Board, First Deputy General Director D.I. Rizhinashvili.


The speaker on Items 3 and 4 of the agenda - Deputy General Director for Corporate and Legal Governance E.E. Gorev.


Chairman of the Company's Board of Directors, Yu.P. Trutnev, opened the meeting in praesentia.


AGENDA OF THE MEETING

  1. Priority areas of the Company's activities: Approving the transaction scheme for refinancing of debt of PJSC RAO ES of the East Group.
  2. Determining position of the Company (Company's representatives) on the agenda items of the meetings held by the management bodies of RusHydro's subsidiaries and affiliates.
  3. Electing the Chairpersons of the Committees of RusHydro’s Board of Directors.
  4. Composition of the Company's management bodies.

RESULTS OF VOTING ON THE AGENDA ITEMS


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


Approving the transaction scheme for refinancing of debt of PJSC RAO ES of the East Group.


Heard: Member of the Management Board, First Deputy General Director D.I. Rizhinashvili.


Speakers: Yu.P. Trutnev, D.S. Morozov, A.D. Avetisyan, A.M. Osipov, E.V. Dod, N.G. Shulginov, E.E. Gorev.


Draft resolution put to vote:


1. Approve the following scheme for refinancing of debt of PJSC RAO ES of the East Holding:


Stage 1. To raise funds to repay debt of RAO ES of the East Holding, it is planned to:


A. Issue additional shares of RusHydro, including for the purpose of raising equity financing from VTB Bank (PJSC) in the amount of eighty-five billion (85,000,000,000) rubles.


B. Sign 5-year Forward Contract between RusHydro and VTB Bank on the additionally issued shares of RusHydro with the total par value of up to eighty-five billion (85,000,000,000) rubles, stipulating that in the event that VTB Bank sells the additionally issued shares of RusHydro and/or upon expiration of Forward Contract: (1) RusHydro shall reimburse VTB Bank the difference between estimated and forward price of shares if the difference is negative, or (2) Bank VTB shall reimburse RusHydro this difference if the difference is positive.


RusHydro is not obligated to make a pre-payment of forward price during the first two years from the date of contract. After two years the Company’s Management Board may approve the payment mechanism for the next three years. Accrued forward rate payments are compounded on a quarterly basis, in case these payments are not paid quarterly as pre-payment of forward price in favor of VTB.Moreover, in the next three months, the Company is to develop and approve a plan to increase market capitalization and investment appeal of RusHydro that should ensure stable growth in the equity value of the Company.


Stage 2. The following measures should be undertaken in order to fulfill RusHydro’s potential obligations to the Bank under the forward contract:


A. RAO ES of the East (Issuer) shall issue bonds with total par value of up to eighty-five billion (85,000,000,000) rubles maturing in 12 years from the date of placement,, secured in full by RusHydro (including bonds repayment obligations or redemption of issued bonds as well as coupon payment) (hereinafter the "Bonds").

B. RusHydro and JSC Hydroinvest shall sign a loan agreement in the amount of up to eighty-five billion (85,000,000,000) rubles in respect of RUB 85 bn raised by RusHydro from VTB Bank in the equity at Stage 1. Hydroinvest shall use these funds to acquire the Bonds to be pledged to RusHydro as Hydroinvest under the loan agreement.


C. Hydroinvest shall acquire Bonds in the amount of up to eighty-five thousand billion (85,000,000,000) rubles.


D. RAO ES of the East transfers funds received from the sale of Bonds to its subsidiaries and affiliates under loan agreements.


E. RAO ES of the East Holding companies (including RAO ES of the East and its subsidiaries) shall use funds received from sale of bonds to repay their debt and RusHydro controls the appropriate use of these funds (the allocation of funds to repay the loan debts of RAO ES of East Holding companies).


Stage 3. In the event RusHydro is to reimburse a negative difference between estimated and forward price of the stake, the funds for such reimbursement might be raised through placement of the necessary amount of bonds issued by RAO ES of the East, including to VTB Bank.


Additional terms:


A. A coupon rate on Bonds for the first five years (the period when the Bonds are owned by RusHydro Group)should be determined as follows:

  • a coupon rate for the first two years should be determined at a minimum required level to cover tax payments of RusHydro arising from acquisition of Bonds by RusHydro Group under the Russian laws on transfer pricing. The interest rate under the loan agreement between RusHydro and Hydroinvest shall at all times correspond to the coupon rate on Bonds;
  • from the third year the coupon rate should be increased in accordance with the decision of the governing bodies of RusHydro Group. The interest rate under the loan agreement between RusHydro and Hydroinvest shall at all times correspond to the coupon rate on Bonds.

B. From the sixth year the coupon rate will be determined in accordance with market conditions..


2. Entrust the Company's Management Board with:


2.1. Taking all necessary measures to implement the aforementioned refinancing scheme for the loan debt of RAO ES of the East Holding as per the terms defined by this resolution, and in accordance with the requirements of the laws of the Russian Federation.


2.2 Informing the Company's Board of Directors about the progress and results of implementing Clause 2.1 hereof.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


Item 2: Determining position of the Company (Company's representatives) on the agenda items of the meetings held by the management bodies of RusHydro's subsidiaries and affiliates.


Heard: Member of the Management Board, First Deputy General Director D.I. Rizhinashvili


Speakers: Yu.P. Trutnev.


2.1. Approving the purchase agreement for RusHydro shares between Hydroinvest and VostokFinance.


Draft resolution put to vote:


1. Approve the disposal of RusHydro shares held by Hydroinvest under the share purchase agreement on the following terms:


A) Parties to the agreement:

  • Seller - Hydroinvest (OGRN 1077847558381),
  • Buyer – VostokFinance (OGRN 1097746803626).

B) Number of shares disposed:


Maximum of three billion seven hundred and seventy million three hundred and forty-six thousand nine hundred (3,770,346,900) registered ordinary shares of RusHydro.


C) Agreement price:


The agreement price is determined as a the number of RusHydro shares transferred under the agreement multiplied by the weighted average price of one (1) RusHydro share determined based on the results of organized trading as of the date preceding the transaction date[1].


D) Payment form:


Monetary funds.


E) Purpose of the agreement:


The sale of RusHydro’s shares in favor of Vostok-Finance is a part of the Long-term development program of RusHydro Group in terms of increase of RusHydro Group’s share in share capital of RAO ES of the East to 100% through a tender offer of Vostok-Finance to acquire the shares of RAO ES of the East as per Article 84.1 of the Federal Law "On Joint-Stock Companies" in accordance with the rules of mandatory tender offer with subsequent repurchase as per Article 84.8 of the Federal Law "On Joint-Stock Companies" on the following terms:


The maximum number of RAO ES of East shares purchased based on the Voluntary Offer and Redemption Request:

  • Five billion six hundred and eleven million nine hundred and eighty-four thousand four hundred and four (5,611,984,404) registered ordinary uncertificated shares of RAO ES of East with the nominal value of zero point five (0.5) rubles each, Issue State Registration No. 1-01-55384-E of July 29, 2008;
  • Six hundred and fifty-eight million nine hundred and four thousand three hundred and forty-four (658,904,344) registered preferred uncertified shares of RAO ES of East with the nominal value of zero point five (0.5) rubles each, issue state registration No. 2-02-55384-E of December 8, 2009.The price of RAO ES of East shares purchased based on the Voluntary Offer and Redemption Request is determined as per the independent appraiser's report and amounts to:
  • zero point thirty-five (0.35) rubles per one registered ordinary uncertificated share of RAO ES of East;
  • zero point twenty-two (0.22) rubles per each registered preferred uncertificated share of RAO ES of East.

As per Clause 4 of Article 84.2 of the Federal Law "On Joint-Stock Companies", the stipulated purchase price for RAO ES of East shares shall not be less than their weighted average price determined based on the results of organized trading for the six (6) months preceding the date of sending the Voluntary Offer to the Bank of Russia.


The form of payment for RAO ES of East shares purchased based on the Voluntary Offer:


The shares are to be paid in cash and/or ordinary shares of RusHydro with par value of RUB 1 per share (state registration number 1-01-55038-Е of February 22, 2005)..


As per Clause 5 of Article 84.2 of the Federal Law "On Joint-Stock Companies", the price of one share of RusHydro for the purpose of payment for the share of RAO ES of the East is determined as a weighted average price for the past six months prior to tender offer announcement.


2. Instruct the Company's representatives in the Board of Directors of Hydroinvest to vote "FOR" all the necessary resolutions under Clause 1, including the resolutions on approving a major transaction.


3. Approve the reredemption of RusHydro registered ordinary shares actually transferred by Hydroinvest as per Clause 1 hereof to VostokFinance.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


2.2. Approving the loan agreement between RusHydro and Hydroinvest, being a major transaction.


Draft resolution put to vote:


Instruct the Company's representatives in the Hydroinvest management bodies to vote "FOR" the following resolution:


"Approve the loan agreement between RusHydro and Hydroinvest, being a major transaction, on the following material terms:


Parties to the loan:


Lender - RusHydro


Borrower - Hydroinvest


Subject matter of the loan:


The Lender shall lend funds to the Borrower, and the Borrower shall repay the funds and interest for using the loan to the Lender by the time specified in the agreement.


Loan amount: Maximum of eighty-five billion (85,000,000,000) rubles.


Loan interest rate: Interest on the loan is equal to the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


Loan repayment period: Within 12 years from the date of the loan agreement.


Other material terms of the loan agreement:


The purpose of the loan: To finance the acquisition by the Borrower of Series 01 Bonds.


Collateral for the Borrower's obligations: Pledge of Series 01 Bonds in the total amount of a maximum of eighty-five million (85,000,000) for the total nominal value of a maximum of eighty-five billion (85,000,000,000) rubles.


Loan terms: In tranches based on the Borrower's Application by transferring the funds to the Borrower's account stated in the Application.


Terms of early repayment: The loan may be repaid ahead of time in whole or in part.


Loan agreement price:


The maximum price of the loan agreement is determined as the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


2.3. Approving the interrelated transactions for the purchase of bonds of RAO ES of East between Hydroinvest and RAO ES of East, being a major transaction.


Draft resolution put to vote:


Instruct the Company's representatives in the Hydroinvest management bodies to vote "FOR" the following resolution:


Approve the interrelated transactions for the purchase by Hydroinvest of Series 01 interest-bearing non-convertible certificated bearer book-entry bonds of RAO ES of East (hereinafter Series 01 Bonds) upon their public offering on the MICEX stock exchange, being a major transaction, on the following material terms:


Parties to the interrelated transactions:

  • Issuer (Seller) - RAO ES of East,
  • Buyer - Hydroinvest (OGRN 1077847558381),

Number of Series 01 Bonds:


Maximum of eighty-five million (85,000,000) with the nominal value of one thousand (1,000) rubles each.


Total nominal value of Series 01 Bonds:


Maximum of eighty-five billion (85,000,000,000) rubles.


Maturity date of Series 01 Bonds:


On the four thousand three hundred and sixty-eighth (4,368th) day from the first day of offering of the Bonds with an option of their early redemption at the discretion of the issuer (RAO ES of East) or at the request of their holders.


Coupon period: One hundred and eighty-two (182) days.


Maximum total coupon yield on Series 01 Bonds:


Calculated based on the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


Bond offering price:


One thousand (1,000) rubles per one (1) Series 01 Bond with payment by the Buyer of the accrued coupon yield (ACY) on Series 01 Bonds starting from the second day of offering of Series 01 Bonds to be determined by the formula: ACY = Nom * C * ((T - T0) / 365 / 100 %, where

ACY - accrued coupon yield, rubles;

Nom - the nominal value of one Series 01 Bond, rubles;

C - coupon yield interest rate for the first coupon period, per cent per annum;

T - offering date of Series 01 Bonds;

T0 - first day of offering of Series 01 Bonds;


Price of the interrelated transactions:


The maximum price of the interrelated transactions for the purchase of Series 01 Bonds is determined as the total nominal value of all Series 01 Bonds in the amount of eighty-five billion (85,000,000,000) rubles and the maximum total coupon yield on Series 01 Bonds to be calculated as the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East).."


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


2.4. Approving the agreement for the pledge of RAO ES of East bonds between RusHydro and Hydroinvest, being a major transaction.


Draft resolution put to vote:


Instruct the Company's representatives in the Hydroinvest management bodies to vote "FOR" the following resolution:


"Approve conclusion of an agreement for the pledge of Series 01 interest-bearing non-convertible certificated bearer book-entry bonds of RAO ES of East (hereinafter "Series 01 Bonds") between RusHydro and Hydroinvest, being a major transaction, on the following material terms:


Parties to the pledge agreement:

  • Pledger - Hydroinvest (OGRN 1077847558381),
  • Pledgee - RusHydro

Subject of the pledge agreement:


The Pledger shall transfer Series 01 Bonds to the Pledgee to secure its obligations towards the Pledgee for repaying the loan issued on the following material terms (hereinafter the "Secured Obligation"):


Loan amount: Maximum of eighty-five billion (85,000,000,000) rubles.


Loan interest rate: In the amount of the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


The purpose of the loan: To finance the acquisition by the Borrower of Series 01 Bonds.


Loan repayment period: Within 12 years from the date of the loan agreement.


The Pledgee under the secured obligation shall in the event of non-performance or improper performance of the obligation by the Pledger have a pre-emptive right to the compensation out of the cost of Series 01 Bonds over the Pledger's other creditors.


Subject of the Pledge:


Series 01 interest-bearing non-convertible certificated bearer book-entry bonds of RAO ES of East in the amount of a maximum of eighty-five million (85,000,000) with the nominal value of one thousand (1,000) rubles each, for the total nominal value of a maximum of eighty-five billion (85,000,000,000) rubles, maturing on the four thousand three hundred and sixty-eighth (4,368th) day from the first day of offering of the Series 01 Bonds and an option of their early redemption at the discretion of the issuer (RAO ES of East) or at the request of their holders, with the coupon period of one hundred and eighty-two (182) days.


Maximum total yield paid on the pledged Bonds:


Calculated as the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


Series 01 Bonds subject to pledge shall be owned by the Pledger and be free of any third-party rights.


Pledge agreement price:


The maximum price of the pledge agreement for Series 01 Bonds is determined as the total nominal value of all Series 01 Bonds in the amount of eighty-five billion (85,000,000.000) rubles and the maximum total coupon yield paid on Series 01 Bonds to be calculated as the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


Other material terms of the pledge agreements:


The rights certified by the pledged Series 01 Bonds, including the rights to yield on Series 01 Bonds, shall be exercised by the Pledger."


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


2.5. Approving the interrelated transactions made upon offering of Bonds, being a major transaction.


Draft resolution put to vote:


Instruct the Company's representatives in RAO ES of East to vote "FOR" the resolutions regarding the approval of the interrelated transactions made by RAO ES of East upon offering Series 01 Bonds of RAO ES of East, being a major transaction, on the following material terms:


Parties to the interrelated transactions:


Issuer - RAO ES of East,


Buyer - legal entities and/or individual persons.


Subject of the interrelated transactions:


Placement of non-convertible interest-bearing documentary bonds of series 01(hereinafter "Series 01 Bonds") through open subscription on MOEX.

  • in total amount of а maximum of eighty-five million (85,000,000) with the nominal value of one thousand (1,000) rubles each for the total amount of eighty-five billion (85,000,000,000) rubles,
  • maturing on the four thousand three hundred and sixty-eighth (4,368th) day from the first day of offering of Series 01 Bonds and an option of their early redemption at the Issuer's discretion or at the request of their holders,
  • with the coupon period of one hundred and eighty-two (182) days,
  • with maximum total coupon yield paid on Series 01 Bonds to be calculated as the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East).,
  • with the offer price of one thousand (1,000) rubles per one (1) Series 01 Bond with payment by the Buyer of the accrued coupon yield (ACY) on Series 01 Bonds starting from the second offering day of Series 01 Bonds to be determined by the formula: ACY = Nom * C * ((T - T0) / 365 / 100 %, where

ACY - accrued coupon yield, rubles;

Nom - the nominal value of one Series 01 Bond, rubles;

C - coupon yield interest rate for the first coupon period, per cent per annum;

T - offering date of Series 01 Bonds;

T0 - first day of offering of Series 01 Bonds;


Price of the interrelated transactions:


The maximum price of the interrelated transactions is determined as the total offer price of all Series 01 Bonds in the amount of eighty-five billion (85,000,000,000) rubles and the maximum total coupon yield paid on Series 01 Bonds to be calculated as the sum of coupon rates on bonds of series 01 issued by RAO ES of the East for the entire maturity period of the bonds, given that each such coupon is not more than 3.3 (three-point-three) percentage points higher than the key rate established by the Central Bank of Russia (or similar rate, established by the Central Bank of Russia, for purposes of pricing REPO refinancing operations, in the case use of the key rate for determining financing terms for credit institutions of the Russian Federation will be discontinued) for the date of the decision (or decisions) on each coupon rate is made (in case decision will be made on fixed coupon rate) or for the date of fixing of respective coupon rate (in case decision will be made to determine such coupon rate via a formula based on variables, not dependent on discretion of RAO ES of the East)..


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


2.6. Approving an agreement for the state guarantee of the Russian Federation concluded by RAO ES of East to secure the obligations with respect to Series 01 Bonds, being a major transaction.


Draft resolution put to vote:


Instruct the Company's representatives in RAO ES of East management bodies to vote "FOR" the following resolution:


"Approve the agreement for the state guarantee of the Russian Federation (hereinafter the "Agreement") made to secure the obligations for Series 01 interested-bearing non-convertible certificated bearer book-entry bonds publicly offered by RAO ES of East in the amount of eighty-five million (85,000,000) with the nominal value of one thousand (1,000) rubles for the total nominal value of eighty-five billion (85,000,000,000) rubles maturing on the four thousand three hundred and sixty-eighth (4,368th) day from the first day of offering with an option of their early redemption at the Issuer's discretion or at the request of their holders (hereinafter "Series 01 Bonds"), being a major transaction, on the following material terms:


Parties to the Agreement:


Guarantor - the Russian Federation;


Principal - RAO ES of East;


Beneficiary: individual persons or legal entities that hold the bonds under the right of ownership or another proprietary right


The Agent of the Russian Government - State Corporation "Bank for Development and Foreign Economic Affairs (Vnesheconombank)."


Subject Matter of the Agreement:


Provision of a state guarantee of the Russian Federation (hereinafter the "Guarantee") on the following material terms:


The amount of the Guarantee for Series 01 Bonds is forty-two billion five hundred million (42,500,000,000) rubles.


The period of the Guarantee for Series 01 Bonds is determined based on the due date of obligations secured by it as set forth by the bond loan terms increased by ninety (90) calendar days.


The Principal's obligations secured by the Guarantee - the obligations towards the holders of Series 01 Bonds for the payment of 50% of the nominal value of Series 01 Bonds upon their redemption on the four thousand three hundred and sixty-eighth (4,368th) day from the first day of offering of Series 01 Bonds.


The guarantee event is determined as per the resolutions of the Russian Government and/or the Ministry of Finance of the Russian Federation or by agreement with the Russian Government and/or the Ministry of Finance of the Russian Federation.


The basis for issuing a guarantee, the entry of the guarantee into force, the procedure for fulfilment by the Guarantor of its obligations under the guarantee, the procedure and terms for reducing the maximum guarantee amount upon its fulfilment and/or the fulfilment of the Principal's obligations secured by the guarantee, as well as any other relevant terms, are determined based on resolutions of the Russian Government and/or the Ministry of Finance of the Russian Federation or by agreement with the Russian Government and/or the Ministry of Finance of the Russian Federation.


The Guarantor bears subsidiary liability towards the holders of Series 01 Bonds for the Principal's obligations secured by the Guarantee within the amount of the Guarantee for Series 01 Bonds.


The fulfilment by the Guarantor of its obligations under the Guarantee in whole or in any part entitles the Guarantor to claim the funds paid by the Guarantor under the Guarantee from the Principal by way of recourse.


Price of the Agreement:


The Guarantee for Series 01 Bonds is provided without a fee to the Guarantor. The maximum amount of the Principal's recourse obligations to the Guarantor is forty-two billion five hundred million (42,500,000,000) rubles."


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


Item 3. Electing Chairpersons of the Committees of RusHydro’s Board of Directors:


3.1. Electing the Chairperson of the Strategy Committee of the Company's Board of Directors.


Heard: Deputy General Director for Corporate and Legal Governance E.E. Gorev


Draft resolution put to vote:


Elect Alexander A. Auzan as Chairman of the Strategy Committee of the Company's Board of Directors.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


3.2. Electing the Chairperson of the Reliability, Energy Efficiency and Innovations Committee of the Company's Board of Directors.

Heard: Deputy General Director for Corporate and Legal Governance E.E. Gorev


Draft resolution put to vote:


Elect Victor V. Kudryavy as Chairman of the Reliability, Energy Efficiency and Innovations Committee of the Company's Board of Directors.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


3.3. Electing the Chairperson of the Investment Committee of the Company's Board of Directors.


Heard: Deputy General Director for Corporate and Legal Governance E.E. Gorev


Draft resolution put to vote:


Elect Maxim S. Bystrov as Chairman of the Investment Committee of the Company's Board of Directors.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


Item 4: Composition of the Company's management bodies:


4.1. Terminating the powers of members of RusHydro's Management Board.


Heard: Deputy General Director for Corporate and Legal Governance E.E. Gorev


Speakers: Yu.P. Trutnev, N.G. Shulginov, D.S. Morozov, E.V. Dod.


Draft resolution put to vote:


Terminate powers of the member of the Management Board M. A. Mantrov and prematurely terminate (cancel) the employment agreement with him on October 8, 2015.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


4.2. Determining the number of members of RusHydro's Management Board


Heard: Deputy General Director for Corporate and Legal Governance E.E. Gorev


Speakers: Yu.P. Trutnev, N.G. Shulginov, D.S. Morozov, E.V. Dod.


Draft resolution put to vote:


Determine the number of members of the Company's Management Board as 5 persons.


Voting results:


"For" – 7 (A.D. Avetisyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev).


"Against" - 0.


"Abstain" – 0.


Resolution adopted.


Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary М.V. Zavalko



[1] The date of transaction as per Clause 12 of Article 280 of the Tax Code of the Russian Federation shall be the date of the agreement determining all material terms of transfer of securities

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