Minutes of 11.11.2015 №226

MINUTES

OF THE MEETING OF THE BOARD OF DIRECTORS No. 226


Date and time of the Meeting of the Board of Directors (date and time of counting the votes):

November 11, 2015, 6.00 p.m.

(Moscow time)

Date of drawing up the Minutes:

November 13, 2015

Form of meeting:

absentee voting.

Place of counting the votes:

7, Malaya Dmitrovka, Moscow

PJSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors,

who participated in the Meeting:

A.D. Avetisyan,

M.S. Bystrov,

Ye.V. Dod,

V.M. Zimin,

S.N. Ivanov,

L.V. Kalanda,

V.M. Kravchenko,

D.S. Morozov,

V.V. Pivovarov,

Yu.P. Trutnev,

S.V. Shishin,

A.N. Shishkin.

In accordance with the Federal Law On Joint-Stock Companies and the Company's Articles of Association, the quorum for a meeting of the Board of Directors is present.


AGENDA OF THE MEETING:


1. On the issues related to convening and holding the Extraordinary General Meeting of Shareholders (EGM) of PJSC RusHydro.

2. On approval of the agenda of the Extraordinary General Meeting of the Company's Shareholders.

3. On determining the price of the interested party transactions.

4. On recommendations to the General Meeting of Shareholders of PJSC RusHydro.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On the issues related to convening and holding the Extraordinary General Meeting of Shareholders of PJSC RusHydro.

Resolution:

1. To convene the Extraordinary General Meeting of Shareholders of PJSC RusHydro (hereinafter also referred as “the Company”) in the form of absentee voting (hereinafter referred to as “the General Meeting of Shareholders”, “the Meeting”).

2. To determine the date of the Extraordinary General Meeting of the Company's Shareholders (deadline for acceptance of completed voting ballots for the Meeting) — December 25, 2015.

3. To determine the postal address for sending completed voting ballots: JSC Registrar R.O.S.T., P.O. Box 9, 18, Stromynka St., 107996, Moscow.

4. To determine the record date for EGM participation— November 23, 2015.

5. To determine that the information (materials), provided to the persons entitled to participate in the Meeting, shall be the following:

- draft resolutions of the Meeting on the agenda items;

- Articles of Association of PJSC RusHydro;

- draft amendments to the Articles of Association;

- recommendations of the Company's Board of Directors to the General Meeting of Shareholders on the agenda items.

6. To determine that the information (materials) for the Meetings shall be available for review by persons entitled to attend the Meeting during 30 days prior to the date of the Meeting (deadline for acceptance of completed voting ballots for the Meeting) at the following addresses:

- 7, Malaya Dmitrovka St., Moscow (weekdays — from 10.00 a.m till 6.00 p.m. Moscow time), tel. 8-800-333-80-00 /(495) 122-05-55 ext. 1824; 1025; acceptance / delivery of correspondence: ext. 1832; 4185;

- JSC Registrar R.O.S.T., 18, Stromynka St., bldg. 13, Moscow (weekdays — from 10.00 a.m. till 6.00 p.m. Moscow time), tel. (495) 771-73-36;

- Krasnoyarsk, 43, Dubrovinskogo St., bldg. 1 (weekdays — from 10 a.m. till 6 p.m. local time), tel. 8-913-031-71-04;

- as well as on the Company's website: www.rushydro.ru.

7. To approve the form and text of the notice of the Meeting (Appendix 1).

8. To publish the notice of the Meeting in the Rossiyskaya Gazeta and to place it on the Company's website on the Internet: www.rushydro.ru no later than 30 days before the date of the Meeting.

9. To approve the form and text of the ballot for voting at the Extraordinary General Meeting of the Company's Shareholders (Appendix 2).

10. To determine that the ballots for voting on the agenda items shall be sent by registered letter or delivered to each person included in the list of persons entitled to attend the Meeting not later than December 4, 2015 (including).

11. To determine that the completed ballots may be sent to the following postal address: JSC Registrar R.O.S.T., P.O. Box 9, 18, Stromynka St., 107996, Moscow.

12. To elect Zavalko Maksim Valentinovich, Corporate Secretary of PJSC RusHydro, as a Secretary of the Meeting.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


Item 2: On approval of the agenda of the Extraordinary General Meeting of Shareholders of the Company.

Resolution:

To approve the agenda of the Extraordinary General Meeting of the Shareholders of the Company.

1. On determining the amount, par value, class of the Company’s shares and the rights attached to them..

2. On amendments to the Company's Articles of Association.

3. On increase of the Company's authorised capital.

4. On approval of share purchase agreement between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction.

5. On approval of the non-deliverable forward contract between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction.

6. On approval of the transactions related to the issue of guarantee to secure liabilities before the Russian Federation under the state guarantee of the Russian Federation, qualified as related and interested party transactions.

7. On approval of the transactions related to the issue of guarantee under bonds issue of PJSC RAO ES of the East, qualified as related and interested party transactions.

Voting results:

“In favour” — 10 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 2 (L.V. Kalanda, A.N. Shishkin).

The resolution has been adopted.


Item 3: On determining the price of the interested partytransactions.

3.1. On determining the price of the agreement for purchase and sale of the additionally issued shares of PJSC RusHydro, between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction.

Resolution:

To determine that the price of the agreement for purchase and sale of additionally issued shares of PJSC RusHydro, between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction (hereinafter referred to as “the Agreement”), amounts to not less than RUB 1 (one) (par value of one share) per each issued share of Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro); the price limit of the Agreement amounts to RUB 85,000,000,000 (eighty-five billion).

Voting results:

“In favour” — 9 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 3 (L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.

3.2. On determining the price of the Non-Deliverable Forward Contract between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction.

Resolution:

To determine that the price of the Non-Deliverable Forward Contract (hereinafter referred to as “the Transaction”) between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction, equals to the shortfall between estimated and forward price of the stake to be reimbursed by PJSC RusHydro or VTB Bank (PJSC), calculated in the following way:

Multiplication of positive or negative difference between Estimated Price (minuend) and the Forward Price (subtrahend) by the number of shares being the underlying asset of the Transaction — shares of PJSC RusHydro, in the amount of not more than 85,000,000,000 (eighty-five billion). The absolute value of the payment amount shall be paid by PJSC RusHydro to VTB Bank (PJSC) if the payment amount is negative. The payment amount shall be paid by VTB Bank (PJSC) to PJSC RusHydro if it is positive.


Forward Price (per one share)

Par value of one share of the underlying asset under the Transaction and accruals per par value of one share at the Forward Rate for validity period of the Non-Deliverable Forward Contract (accruals shall be made in accordance with the provisions related to capitalization of the Forward Rate below, including potential interim payments)

Forward Rate

Annual interest which shall be not more than 3.3 (three-point-three) percentage points higher than the average key rate set by the Bank of Russia during the relevant accrual period.

In case the Bank of Russia cancels the key rate for determining the pricing terms of advancing financing to the Russian credit institutions, the Forward Rate shall be equal to an annual interest which shall be not more than 3.3 (three and three-tenths) percentage points higher than the average value of a rate similar to the key rate, set by the Bank of Russia for the purposes of pricing REPO refinancing operations.

Term of the Non-Deliverable Forward

5 years

Capitalization of the Forward Rate

Accrued and outstanding Forward Rate shall be compounded (on a quarterly basis) with par value of the underlying asset under the Transaction for the purposes of accruing future Forward Rate.

If the interim payments are made, the Forward Rate shall not be compounded.

Estimated Price

(per share)

Estimated Price per one share of the underlying asset under the Transaction shall be determined as a total weighted average value of the prices per one share of PJSC RusHydro based on the total of the best quotations received by the settlement agent (VTB Bank (PJSC) for a part of the stake, constituting the underlying asset under the Transaction, from the market participants, and (or) following the results of the auction, and (or) as a market price set by an independent appraiser.

Assessment Date

No later than 5 years from the date of Transaction.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


3.3. On determining the price of transactions related to the issue of guarantee to secure liabilitiestothe Russian Federation under the state guarantee of the Russian Federation, qualified as related and interested party transactions.

Resolution:

To determine that the limit price of the Guarantee Agreement to secure liabilities of PJSC RAO ES of the East to the Russian Federation on reimbursement of money, which may be paid in accordance with the terms of the state guarantee of the Russian Federation, and the agreement on procedure for issuing guarantee, qualified as related and interested party transactions, amounts to RUB 42,500,000,000 (forty-two billion five hundred million).

Voting results:

“In favour” — 9 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 3 (L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


3.4. On determining the price of transactions related to the issue of guarantee under bonds issue of PJSC RAO ES of the East, qualified as related and interested party transactions.

Resolution:

To determine that the limit price of the guarantee agreement and the agreement on the procedure for issuing the guarantee under bonds issue of PJSC RAO ES of the East, qualified as related and interested party transactions, equals to the sum of total par value of bonds of series 01 in the amount of RUB 85,000,000,000 and a maximum aggregate amount of paid coupon yield which should be calculated at the rates of coupons for the entire maturity period of bonds, given that each such coupon is not more than 3.3 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) as of 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) as well as possible liability of the issuer to the holders of bonds of series 01.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.

Item 4: On recommendations to the General Meeting of Shareholders of PJSC RusHydro.


4.1. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On determination of the amount, par value, class of shares and the rights attached to them”.

Resolution:

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

“To determine that the Company has a right to place additional 154,700,000,000 (one hundred fifty-four billion seven hundred million) ordinary registered non-documentary shares with a par value of RUB 1 (one) per sharein a total amount of RUB 154,700,000,000 (one hundred fifty-four billion seven hundred million) (authorised shares).

Registered ordinary shares, authorised by the Company for placement, shall provide to shareholders the rights determined in sub-clause 6.2 of the Articles of Association”.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


4.2. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On amendments to the Company's Articles of Association”.

Resolution:

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

“To amend the Articles of Association of PJSC RusHydro as follows”:

Sub-clause 4.7. of the Articles of Association shall be amended as follows:

“4.7. The Company, in addition to issued shares, has a right to place additional 154,700,000,000 ordinary registered shares with a par value of RUB 1 per one share and total par value of RUB 154,700,000,000.

The ordinary registered shares which the Company has a right to place provide to shareholders the rights determined in Clause 6.2 of the Articles of Association”.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


4.3. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On increase of the Company's authorised capital”.

Resolution:

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

To increase the Company's authorised capital through placement of additional 154,700,000,000 (one hundred fifty-four billion seven hundred million) registered ordinary shares with a par value of RUB 1 (one) per each for a total amount, at par, of RUB 154,700,000,000 (one hundred fifty-four billion seven hundred million).

- Method of placement — public subscription;

- The price for placement of additional shares (in particular, for individuals / legal entities, included into the list of shareholders having the pre-emptive right to purchase shares of additional issue) will be set by the Company's Board of Directors in accordance with Articles 36, 77 of the Federal Law On Joint-Stock Companies, after the end of pre-emptive right period to purchase additional shares, but no later than the commencement date for placement of additional shares;

- Method of payment for shares — cash and non-cash payments;

- List of property which may be used for payment for securities: Registered ordinary non-documentary shares of the following Joint-Stock Companies:

§ PJSC Far Eastern Generating Company (PSRN 1072721001660);

§ JSC Far Eastern Energy Management Company (PSRN 1022502260330);

- Expenses related to making credit entries about crediting the first holders' (purchasers') personal accounts with the placed shares shall be borne by the issuer of securities (Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro);

- Expenses related to making credit entries about crediting the first holders' (purchasers') custody accounts with the placed shares shall be borne by the first holder (purchaser) of securities;

- Procedure for payment for shares — shares shall be paid up in full upon placement”.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


4.4. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On approval of share purchase agreement between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction”.

Resolution:

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

“To approve the Agreement of Purchase of the Company's shares (hereinafter referred to as “the Agreement”), qualified as interested party transaction, between the Company and VTB Bank (Public Joint-Stock Company) on the following material terms:

Parties to the Agreement:

Issuer — Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro);

Purchaser — VTB Bank (Public Joint-Stock Company);

Subject of the Agreement:

The Issuer shall place, and the Purchaser shall acquire the shares issued by Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro), with a par value of RUB 1 (one) per each, placed by the Issuer through public subscription;

Number: not more than 85,000,000,000 (eighty-five billion) shares;

Price of the Agreement:

Not less than RUB 1 (one) (par value of a share) per one share of Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro); the limit price of the Agreement shall amount to RUB 85,000,000,000 (eighty-five billion);

Method of payment under the Agreement:

Cash payment”.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


4.5. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On approval of non-deliverable forward contract between PJSC RusHydro and VTB Bank (PJSC), qualified as interested party transaction”.

Resolution:

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

“To approve the non-deliverable equity forward contract (related transactions) (hereinafter referred to as “the Non-Deliverable Forward” or “the Transaction”), qualified as interested party transaction, between the Company and VTB Bank (Public Joint-Stock Company) on the following material terms:

Parties to the Transaction:

Seller — VTB Bank (Public Joint-Stock Company);

Buyer — Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro);

Subject of the Transaction:

The Seller shall pay the relevant amount to the Buyer, if it is positive, and the Buyer shall pay the absolute value of the amount to the Seller, if it is negative. The procedure for calculation of the payment amount is specified below (Price of the Transaction).

Price of the Transaction:

The price of the Non-Deliverable Forward Transaction shall be the amount to be paid by the Seller, or the Buyer, calculated in the following way:

Multiplication of positive or negative difference between Estimated Price (minuend) and Forward Price (subtrahend) by the number of shares being the underlying asset of the Transaction — shares of PJSC RusHydro, in the amount of not more than 85,000,000,000 (eighty-five billion). The absolute value of the payment amount shall be paid by PJSC RusHydro to VTB Bank (PJSC) if the payment amount is negative. The payment amount shall be paid by VTB Bank (PJSC) to PJSC RusHydro if it is positive.


Forward Price (per one share)

Par value of one share of the underlying asset under the Transaction and accruals per par value of one share at the Forward Rate for validity period of the Non-Deliverable Forward Contract (accruals shall be made in accordance with the provisions related to compounding of the Forward Rate below, including potential interim payments)

Forward Rate

Annual interest which shall be not more than 3.3 (three-point-three) percentage points higher than the average key rate set by the Bank of Russia during the relevant accrual period.

In case the Bank of Russia cancels the key rate for determining the pricing terms of advancing financing to the Russian credit institutions, the Forward Rate shall be equal to an annual interest which shall be not more than 3.3 (three and three-tenths) percentage points higher than the average value of a similar to the key rate, set by the Bank of Russia for the purposes of pricing REPO refinancing operations.

Term of the Non-Deliverable Forward

5 years

Capitalization of the Forward Rate

Accrued and outstanding Forward Rate shall be compounded (on a quarterly basis) with par value of the underlying asset under the Transaction for the purposes of accruing future Forward Rate.

If the interim payments are made, the Forward Rate shall not be compounded.

Estimated Price

(per a share)

Estimated Price per one share of the underlying asset under the Transaction shall be determined as a total weighted average value of the prices per one share of PJSC RusHydro based on the total of the best quotations received by the settlement agent (VTB Bank (PJSC) for a part of the stake, constituting the underlying asset under the Transaction, from the market participants, and (or) following the results of the auction, and (or) as a market price set by an independent appraiser.

Assessment Date

No later than 5 years from the date of Transaction.

Method of payment: cash payment.

Shares (underlying asset):

Shares of Public Joint-Stock Company Federal Hydro-Generating Company — RusHydro (PJSC RusHydro) — registered ordinary non-documentary shares with a par value of RUB 1 per each, state registration number of the securities issue and the date of its state registration: 1-01-55038-Е of 22.02.2005, and additional shares of PJSC RusHydro.

Number of shares:

not more than 85,000,000,000 (eighty-five billion) shares.

Term of the Transaction: 5 years.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


4.6. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On approval of the transactions related to the issue of guarantee to secure obligations to the Russian Federation under the state guarantee of the Russian Federation, qualified as related and interested party transactions”.

Resolution:

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

“To approve the issue of guarantee to secure liabilities of PJSC RAO ES of the East to the Russian Federation through a guarantee agreement (hereinafter referred to as “the Guarantee”) and agreement on procedure for issuing the guarantee on recourse claims by the Russian Federation (hereinafter referred to as “the Agreement”), qualified as related and interested party transactions, on the following material terms.

Parties to the Guarantee:

Guarantor — PJSC RusHydro;

Creditor — the Russian Federation.

Parties to the Agreement:

Guarantor — PJSC RusHydro;

Debtor (Beneficiary) — Public Joint-Stock Company RAO Energy Systems of the East.

Subject:

The Guarantor is committed to the Creditor to be jointly responsible for the Debtor's obligations to reimburse the sums of money to the Creditor, which may be paid in accordance with the terms of the state guarantee provided by the Russian Federation to secure liabilities of PJSC RAO ES of the East on payment of 50 per cent of par value of the following bond issue:

Documentary non-convertible interest-bearing bonds of series 01 with mandatory centralized custody , in the amount of 85,000,000 (eighty-five million) with a par value of RUB 1,000 (one thousand) per bond, and total par value of RUB 85,000,000,000 (eighty-five billion), maturing on the 4,368th (four thousand three hundred and sixty-eighth) day from the date of placement, with the possibility of early redemption at the issuer's discretion and upon request of their holders (bonds of series 01).

Term:

13 years.

Price:

The price limit of the Guarantee Agreement to secure liabilities of PJSC RAO ES of the East to the Russian Federation on reimbursement of money, which may be paid in accordance with the terms of the state guarantee provided by the Russian Federation, and the agreement on procedure for issuing the guarantee, qualified as related and interested party transactions, amounts to RUB 42,500,000,000 (forty-two billion five hundred million).

Miscellaneous:

In accordance with the Agreement, the guarantee shall be issued on a free-of-charge basis. The Debtor's rights under the relevant obligation shall be transferred to the Guarantor, which fulfilled such obligation, to the extent in which the Guarantor satisfied the Creditor's claim.

Voting results:

“In favour” — 8 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The resolution has been adopted.


4.7. On recommendations to the General Meeting of Shareholders of PJSC RusHydro on the issue: “On approval of the transactions related to the issue of guarantee under bonds issue of PJSC RAO ES of the East qualified as related and interested party transactions”.

Resolution:

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

“To approve the issue of guarantee to secure liabilities to the holders of bonds issued by PJSC RAO ES of the East via guarantee agreement (hereinafter referred to as “the Guarantee”) and agreement on procedure for issuing the guarantee (hereinafter referred to as “the Agreement”), qualified as related and interested party transactions, on the following material terms:

Parties to the Guarantee:

Guarantor — PJSC RusHydro;

Creditors — holders of the bonds issued by PJSC RAO ES of the East.

Parties to the Agreement:

Guarantor — PJSC RusHydro;

Issuer (Beneficiary) — Public Joint-Stock Company RAO Energy Systems of the East.

Subject:

The Guarantor is committed to the Creditors to be jointly responsible for performance of all liabilities, arising from the Decision on securities issue and the Securities Prospectus, by the Issuer (including payment of par value of bonds in case of their redemption or repayment, payment of the total coupon yield on bonds, the Issuer's liability to the Creditors in connection with their requests for early repayment or call of bonds, including compensation of losses caused to the bondholders by the Issuer's actions) in respect of:

Documentary non-convertible interest-bearing bonds of series 01 to be placed through public subscription, with mandatory centralized custody in the amount of 85,000,000 (eighty-five million) with a par value of RUB 1,000 (one thousand) per bond, and total par value of RUB 85,000,000,000 (eighty-five billion), maturing on the 4,368th (four thousand three hundred and sixty-eighth) day from the date of placement, with the possibility of early redemption at the Issuer's discretion and upon the request of their holders (hereinafter referred to as “the Bonds of Series 01”).
Term:
13 years.
Price:
The price limit of the guarantee agreement and the agreement on the procedure for issuing the guarantee under bonds issue of PJSC RAO ES of the East, qualified as related and interested party transactions, shall be determined as a par value of all Bonds of Series 01 in the amount of RUB 85,000,000,000 (eighty-five billion) and a maximum aggregate amount of paid coupon payments on Bonds of Series 01, which shall be calculated at the coupon rates for the whole maturity of Bonds of Series 01 (each such coupon shall be not more than 3.3 (three point three) percentage points higher than the key rate set by the 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) as of the date of the decision (decisions) on the value of each coupon rate (in case of making a decision on the fixed value of the coupon rate), or as of the date when the relevant coupon rate is fixed (in case of making a decision on the procedure for determining the coupon rate as a formula with variables, which may vary at the Issuer's discretion), as well as the date of specifying possible liability of the Issuer to the holders of Bonds of Series 01.

Miscellaneous:
The guarantee agreement shall be considered as concluded from the moment when the first holder acquires the rights to the Issuer's bonds. The written form of the guarantee agreement shall be considered observed.
In accordance with the Agreement, the Guarantee shall be issued on a free-of-charge basis. The Debtor's rights under the relevant obligation shall be transferred to the Guarantor, which fulfilled such obligation, to the extent in which the Guarantor satisfied the Creditor's claim.

Voting results:
“In favour” — 9 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).
“Against” — 0.
“Abstain” — 3 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).
The resolution has been adopted.


Chairman of the Board of Directors Yu.P. Trutnev

Corporate Secretary M.V. Zavalko 

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