Minutes of 13.11.2015 №227

MINUTES

OF THE MEETING OF THE BOARD OF DIRECTORS No. 227


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

November 13, 2015, 6.00 p.m.

(Moscow time)

Date of drawing up the Minutes:

November 16, 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,

A.M. Osipov

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 optimization and enhancement of efficiency in the costs for charity and sponsorship.

2. On compliance with the Key Performance Indicators for the 2nd quarter of 2015 by PJSC RusHydro.

3. On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda items of the meetings of the subsidiaries' governing bodies.

4. On approval of the transactions concluded by the Company.

5. On approving the report on implementation of the medium-term action plan under the Company's innovative development program at half-year end 2015.

6. On enforcement of the resolutions adopted by the Company's Board of Directors.

7. On approving concurrent holding of the positions in the business entities by Chairman of the Board – Director General N.G. Shulginov.

8. On changing the address (location) of the Company's branch.

9. On the Company's participation and termination of participation in other organisations.

10. On approval of the Company's internal documents.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On optimization and enhancement of efficiency in the costs for charity and sponsorship.

Resolution:

To instruct the Company's management:

1. to ensure approval of the budget for sponsorship and charity, as well as the regulation on the procedure for formation and use of the sponsorship and charity fund, within 10 days from the date of adoption of the methodical recommendations for development of the regulation on the procedure for formation and use of the sponsorship and charity fund, by the Russian Ministry of Economic Development.

2. To amend the structure of the Company's annual report (hereinafter referred to as “the Annual Report”), prepared according to the model structure of the Company's annual report, approved by Decree of the Russian Government No. 1214 of December 31, 2010 On Improving the Procedure for Management of Open Joint-Stock Companies, Whose Shares are in Federal Ownership, and Federal State Unitary Enterprises, as well as Directives of the Russian Government No. 2007п-П13 of April 6, 2015, proceeding from the necessity to reflect the information on the fields and volume of sponsorship and charitable contributions, made by the Company, its subsidiaries and affiliates within the reporting period (beginning from the report for corporate year 2015-2016) in the Company's Annual Report.

3. To ensure submission of the reports on use of the sponsorship fund by the Company, as well as by its subsidiaries and affiliates on a quarterly basis, using the functional of the Inter-Departmental Portal on Management of the State Property on the information and telecommunication network Internet (not later than on the 15th day of the month following the reporting quarter, beginning from the report for the 4th quarter of 2015).

Voting results:

“In favour” – 13 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.

Item 2: On compliance with the Key Performance Indicators by PJSC RusHydro for the 2nd quarter of 2015.

Resolution:

To approve the report on compliance with the Key Performance Indicators for the 2nd quarter of 2015 by PJSC RusHydro (Appendix 1 to the Minutes).

Voting results:

“In favour” – 10 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 3 (M.S. Bystrov, V.M. Kravchenko, D.S. Morozov).

The resolution has been adopted.


Item 3: On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda items of the meetings of the subsidiaries' governing bodies.


3.1. On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda item of the meeting of JSC Yakutskaya SDPP-2 governing bodies:

“On approval of the conclusion of Supplementary Agreement No. 2 to General Contractor Agreement for construction of Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014, being a major transaction, between JSC Yakutskaya SDPP-2 and JSC TEK Mosenergo”.

Resolution:

To instruct the representatives of PJSC RusHydro to vote in favour of adopting the following resolution at the General Meeting of the Shareholders of JSC Yakutskaya SDPP-2 on the issue: “On approval of the conclusion of Supplementary Agreement No. 2 to General Contractor Agreement for construction of Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014, being a major transaction, between JSC Yakutskaya SDPP-2 and JSC TEK Mosenergo”:

“To approve the conclusion of Supplementary Agreement No. 2 to the General Contractor Agreement for construction of Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 (hereinafter referred to as “the Agreement”) between JSC Yakutskaya SDPP-2 and JSC TEK Mosenergo, being a major transaction, the value of which exceeds 50 per cent of the book value of the assets, owned by JSC Yakutskaya SDPP-2, amending the terms and conditions of the Agreement, approved by the Extraordinary General Meeting of the Shareholders


of JSC Yakutskaya SDPP-2 (Resolution of PJSC RAO ES of the East, being a trustee of the rights attached to the shares of JSC Yakutskaya SDPP-2 No. 01/2014-ЯГРЭС of January 24, 2014), on the following material terms:

Parties to Supplementary Agreement No. 2:

Customer – JSC Yakutskaya SDPP-2;

General Contractor – JSC TEK Mosenergo;

Subject of Supplementary Agreement No. 2:change of the terms of construction of Yakutskaya SDPP-2 (1st stage).

Date of completion of the works under the Agreement, taking into account Supplementary Agreement No. 2:

Date of commencement of the works under the Agreement shall not be changed by Supplementary Agreement No. 2, and shall be the date when the Customer transfers the construction site to the General Contractor — March 31, 2014.

End date of construction of Yakutskaya SDPP-2 (1st stage) (changed by Supplementary Agreement No. 2):

Target date for commissioning: September 6, 2016.

Target date for actual completion: November 22, 2016.

Price of the Agreement:The limit price of the Agreement shall not be changed in connection with the conclusion of Supplementary Agreement No. 2, and shall be RUB 17,381,514,460.00 (seventeen billion three hundred eighty-one million five hundred fourteen thousand four hundred sixty roubles 00 kopecks), including VAT”.

Voting results:

“In favour” – 12 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 1 (M.S. Bystrov).

The resolution has been adopted.


3.2. On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda item of the General Meeting of Members of LLC SHPP of Stavropol Region and KCR:

“On approval of the conclusion of Supplementary Agreement No. 4 to Construction Contract No. 04/011/06/2014 of February 7, 2014 for performance of construction and installation works at Small HPP B. Zelenchuk, being a major transaction”.

Resolution:

1. To instruct the representatives of PJSC RusHydro to vote in favour of adopting the following resolution at the General Meeting of Members of LLC SHPP of Stavropol Region and KCR on the issue “On approval of conclusion of Supplementary Agreement No. 4 to Construction Contract No. 04/011/06/2014 of February 7, 2014 for performance of construction and installation works at Small HPP B. Zelenchuk, being a major transaction”:


“To approve Supplementary Agreement No. 4 to Construction Contract No. 04/011/06/2014 of February 7, 2014 for performance of construction and installation works at Small HPP B. Zelenchuk (hereinafter referred to as “the Supplementary Agreement”, “the Agreement”), concluded by LLC SHPP of Stavropol Region and KCR and JSC ChirkeyGESstroy as a major transaction on the following material terms:

Parties to the Supplementary Agreement:

Customer – LLC SHPP of Stavropol Region and KCR.

General Contractor – JSC ChirkeyGESstroy.

Subject of the Supplementary Agreement:

1) Change of the terms of compliance with the work schedule under the Agreement.

2) Exclusion of Appendix No. 6 Equipment Supply Schedule from the Agreement.

Price of the Agreement (taking into account the Supplementary Agreement):

The limit price of the Agreement shall not be changed in view of concluding Supplementary Agreement No. 4, and shall be RUB 97,995,363.00 (ninety-seven million nine hundred and ninety-five thousand three hundred sixty-three roubles 00 kopecks), including VAT (18 per cent) – RUB 14,948,445.20 (fourteen million nine hundred forty-eight thousand four hundred forty-five roubles 20 kopecks).

Terms of completion of the works under the Agreement (taking into account the Supplementary Agreement):

Commencement date – December 27, 2013.

Completion date – July 1, 2016.

2. To instruct LLC SHPP of Stavropol Region and KCR to complete arrangements for conclusion of the agreement for retail purchase and sale of electric power and capacity and to ensure conclusion thereof until July 1, 2016.

Voting results:

“In favour” – 11 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (V.M. Kravchenko).

“Abstain” – 1 (M.S. Bystrov).

The resolution has been adopted.


Item 4: On approval of the transactions concluded by the Company.


4.1. On approval of the Agreement between PJSC RusHydro and PJSC FSK EES for lease of optical fibres, being a non-arm's length transaction.

Resolution:

1. To determine that the price of the Agreement between PJSC RusHydro and PJSC FSK EES for lease of optical fibres, being a non-arm's length transaction, shall amount to RUB 478,000.71 (four hundred seventy-eight thousand roubles 71

kopecks), including VAT (18 per cent) – 72,915.37 (seventy-two thousand nine hundred and fifteen roubles 37 kopecks).

2. To approve the conclusion of the Agreement for lease of optical fibres as a non-arm's length transaction on the following material terms:

Parties to the Agreement:

Receiving party – PJSC RusHydro;

Transferring party – PJSC FSK EES

Subject of the Agreement:

PJSC FSK EES shall lease optical fibres to PJSC RusHydro in accordance with Appendix 2 to the Minutes for a period and on the terms of the Agreement, as well as perform maintenance of the optical fibres, and PJSC RusHydro shall accept and pay for these optical fibres on the terms of the Agreement.

Price of the Agreement: shall be determined in accordance with clause 1 hereof.

Term of the Agreement:

Commencement date - date of signing of the Agreement.

End date - 11 (eleven) months from the date of signing the Transfer Certificate.

Voting results:

“In favour” – 10 (A.D. Avetisyan, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 0.

The Agreement between PJSC RusHydro and PJSC FSK EES for lease of optical fibres shall be recognised as a non-arm's length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as members of PJSC RusHydro Board of Directors M.S. Bystrov and V.M. Kravchenko, as well as Chairman of the Board and Director General of PJSC RusHydro N.G. Shulginov are simultaneously the members of PJSC FSK EES Board of Directors.

In accordance with Article 83 of the Federal Law On Joint-Stock Companies, the resolution on this issue shall be adopted by the Company's Board of Directors by a majority of votes cast by the independent directors, who are not interested therein.

During counting of votes on this issue, the votes of members of PJSC RusHydro Board of Directors M.S. Bystrov and V.M. Kravchenko, recognised as the persons interested in the transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, and member of PJSC RusHydro Board of Directors Ye.V. Dod, recognised as a non-independent director in accordance with Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.

The resolution has been adopted.



4.2. On conclusion of the transaction, related to gratuitous transfer of property.

Resolution:

To approve the conclusion of the Agreement for gratuitous transfer of property on the following material terms:

Parties to the Agreement:

Party-1 – PJSC RusHydro;

Party-2 – Municipal Public Institution Administration of Talakan Workers Settlement of the Bureysky District, the Amur Region.

Subject of the Agreement:

Party-1 shall transfer ownership to Municipal Public Institution Talakan Workers Settlement (urban-type settlement) of the Bureysky District of the Amur Region without compensation, and Party-2 shall accept, pursuant to the terms and conditions of the Agreement, the following item of immovable and movable property:

- Hole No. 2, cadastral number: 28:11:010228:1120, purpose: non-residential water intake facility, floor space 33.9 sq. m, inventory number: No. БР12602, address (location): Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/003-28/306/001/2015-489/1 of April 3, 2015;

- Hole No. 3, cadastral number: 28:11:010228:1121, purpose: non-residential water intake facility, floor space 8.9 sq. m, inventory number: No. БР12603, address (location): Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/003-28/306/001/2015-490/1 of April 3, 2015;

- Hole No. 4, cadastral number: 28:11:010228:1122, purpose: non-residential water intake facility, floor space 7.2 sq. m, inventory number: No. БР12604, address (location): Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/003-28/306/001/2015-492/1 of April 3, 2015;

- Development of Talakan permanent settlement. Streets and roads. Settlement road, cadastral number: 28:11:010228:1138, purpose: road infrastructure facility, length: 510 m, inventory number: No. БР12600, address (location): Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/003-28/306/002/2015-42/ of July 12, 2015;

- Development of Talakan permanent settlement. Roads of Microdistrict No. 5, cadastral number: 28:11:010228:1137, purpose: road infrastructure facility, length: 1,090 m, inventory number: No. БР12599, address (location): Talakan, Bureysky District, Amur Region, registration entry in the Unified State Register of Rights to Real Estate and Transactions therewith No. 28-28/003-28/306/001/2015-839/1 of May 15, 2015;

- Movable property - Complete electrical substation of Microdistrict No. 5, inventory number БР120707, address: Talakan, Bureysky District, Amur Region,

(hereinafter referred to as “the Property”).

Net book value of the property as of September 1, 2015

amounts to RUB 152,378,693.80 (one hundred fifty-two million three hundred seventy-eight thousand six hundred ninety-three roubles 80 kopecks).

Voting results:

“In favour” – 12 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 1 (M.S. Bystrov).

The resolution has been adopted.


4.3. “On approval of the guarantee agreement between PJSC RusHydro and PJSC Sberbank, being a non-arm's length transaction”.

Resolution:

1. To determine that the price of the Guarantee Agreement (hereinafter referred to as “the Agreement”) between PJSC RusHydro and PJSC Sberbank (hereinafter referred to as “the Bank”), being a non-arm's length transaction, shall be determined as a total of the following obligations of the Borrower (PJSC RAO ES of the East) under the Loan Agreement (hereinafter referred to as “the Loan Agreement”), concluded for the purposes of financing the project “Construction of the off-site infrastructure facilities for Yakutskaya SDPP-2 (1st stage)” (hereinafter referred to as “the Project”):

− credit limit – RUB 1,600,000,000.00 (one billion six hundred million roubles 00 kopecks);

− interest rate – 12.39 per cent per annum.

The Creditor may unilaterally increase the interest rate under the Loan Agreement, including (but not limited to) due to the Bank of Russia's decisions to increase the interest rate and / or discount rate without execution of such amendment by concluding a supplementary agreement.

− commitment fee under the Loan Agreement – not more than 0.6 per cent per annum of the clear credit line balance;

− early repayment charge in the amount not exceeding 2 per cent per annum of the early repaid credit amount.

− the amount of the Borrower's liability for violation of the terms and conditions of the Loan Agreement.

The limit price of the property to be alienated under the Agreement, shall amount to RUB 17,000,000,000.00 (seventeen billion).

2. To approve the Agreement between PJSC RusHydro and PJSC Sberbank as a non-arm's length transaction on the following material terms:


Parties to the Agreement:

Bank – PJSC Sberbank;

Guarantor – PJSC RusHydro;

Beneficiary – PJSC RAO ES of the East (Borrower).

Subject of the Agreement:

The guarantee for fulfilment of the Borrower's obligations to the Bank under the Loan Agreement concluded between PJSC Sberbank and PJSC RAO ES of the East for the purposes of financing the Project.

Principal terms and conditions of the Loan Agreement:

Credit limit: RUB 1,600,000,000.00 (one billion six hundred million roubles 00 kopecks).

Maturity date: September 9, 2016.

Interest rate: 12.39 per cent per annum.

The Creditor may unilaterally increase the interest rate under the Loan Agreement, including (but not limited to) due to the Bank of Russia's decisions to increase the interest rate and / or discount rate without execution of such amendment by concluding a supplementary agreement.

Commitment fee under the Loan Agreement — not more than 0.6 per cent per annum of the clear credit line balance;

Early repayment charge in the amount not exceeding 2 per cent per annum of the early repaid credit amount.

The amount of the Borrower's liability for violation of the terms and conditions of the Loan Agreement.

Price of the Agreement:

shall be determined in accordance with clause 1 hereof.

Term of the Agreement:

The Agreement shall enter into force from the date of its signing.

The guarantee shall be valid until September 9, 2019.

3. To instruct the Company's Board to disclosure the information about the persons, who are the parties and beneficiaries, material terms and price of the transaction, specified in clauses 1 and 2 hereof, after conclusion thereof in accordance with the procedure prescribed by the legislation of the Russian Federation, according to Chapter 46 of the Regulation No. 454-П of December 30, 2014 On Disclosure of Information by Issuers.

Voting results:

“In favour” — 7 (V.M. Zimin, S.N. Ivanov, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin).

“Against” — 0.

“Abstain” — 5 (A.D. Avetisyan, M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, A.N. Shishkin).

The Guarantee Agreement between PJSC RusHydro and PJSC Sberbank shall be recognised as a non-arm's length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as member of PJSC RusHydro Board of Directors Ye.V. Dod is simultaneously a member of the Board of Directors of PJSC RAO ES of the East (beneficiary under the transaction).

In accordance with Article 83 of the Federal Law On Joint-Stock Companies, the resolution on this issue shall be adopted by the Company's Board of Directors by a majority of votes cast by the independent directors, who are not interested therein.

During counting of votes on this issue, the vote of member of PJSC RusHydro Board of Directors Ye.V. Dod, recognised as a person interested in the transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as well as recognised as a non-independent director in accordance with Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.

The resolution has been adopted.


4.4. On approval of the transactions, concluded by the Company and related to gratuitous transfer of property.

Resolution:

1. To take into account the information about the progress in performing agency agreement No. ОГ-161-38-2012 of April 17, 2012 between PJSC RusHydro and JSC Zagorskaya HPP-2 for activities related to performance of the design and land survey works, construction and commissioning of the sociocultural and sports facilities in the territory of Bogorodskoye Urban Settlement, Sergiyevo-Posadsky District, Moscow Region (hereinafter referred to as “the Agency Agreement”).

2. To approve the Agreement, the subject of which shall be gratuitous transfer of property on the following material terms:

Parties to the Agreement:

Donor - PJSC RusHydro;

Donee - Municipal Public Institution Bogorodskoye Urban Settlement, Sergiyevo–Posadsky District, Moscow Region.

Subject of the Agreement:

The Donor shall transfer the project documentation for Cultural Centre for 500 places in Bogorodskoye, Sergiyevo-Posadsky District, Moscow Region No. 50–1–5–0777–13, which underwent the state examination.

Cost of the property transferred:

RUB 11,006,737.39 (eleven million six thousand seven hundred thirty-seven roubles 39 kopecks), excluding VAT (18 per cent).

3. To approve the new version of the Rules for Financing the Sociocultural and Welfare Facilities in the territory of Municipal Public Institution Bogorodskoye Urban Settlement, approved by Resolution adopted by the Company's Board of Directors on May 23, 2011 (Minutes No. 126 of May 26, 2011) (Appendix 3 to the Minutes), in the amount not exceeding RUB 1,582,298,600 (one billion five hundred eighty-two million two hundred ninety-eight thousand six hundred), including VAT (18 per cent). The new version provides for optimization of the costs, in so far as it relates to exclusion of the equipment cost, according to the project documentation.

Voting results:

“In favour” – 10 (Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (V.M. Kravchenko).

“Abstain” – 2 (A.D. Avetisyan, M.S. Bystrov).

The resolution has been adopted.


Item 5: On approving the report on implementation of the medium-term action plan under the Company's innovative development program at half-year end 2015.

Resolution:

To approve the report on implementation of the medium-term action plan under the Company's innovative development program at half-year end 2015 (Appendix 4 to the Minutes).

Voting results:

“In favour” – 10 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (V.M. Kravchenko).

“Abstain” – 2 (M.S. Bystrov, D.S. Morozov).

The resolution has been adopted.


Item 6: On enforcement of the resolutions adopted by the Company's Board of Directors:


6.1. On approval of the Assignment for verifying the implementation of the long-term development program of RusHydro Group for 2015–2017.

Resolution:

To approve the Assignment for verifying the implementation of the long-term development program of RusHydro Group for 2015–2017 (Appendix 5 to the Minutes).

Voting results:

“In favour” – 11 (A.D. Avetisyan, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (V.M. Kravchenko).

“Abstain” – 1 (M.S. Bystrov).

The resolution has been adopted.


6.2. On enforcement of the resolutions adopted by the Board of Directors of PJSC RusHydro.

Resolution:

To extend the deadline for execution of the instruction given by PJSC RusHydro Board of Directors (Appendix 6 to the Minutes)

Voting results:

“In favour” – 13 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 7: On approving concurrent holding of the positions in the business entities by Chairman of the Board – Director General N.G. Shulginov.

Resolution:

To agree upon concurrent holding of the following positions by Chairman of the Board – Director General Nikolay Grigorievich Shulginov:

- member of PJSC FSK EES Board of Directors;

- member of the Supervisory Board (Deputy Chairman of the Supervisory Board) of NP STC UES.

Voting results:

“In favour” – 13 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 8: On changing the address (location) of the Company's branch.

Resolution:

To change the address (location) of the branch of Public Joint-Stock Company RusHydro – Kabardino-Balkarian Branch: 1A, Mechiyeva St., 361800, Kashkhatau, Kabardino-Balkar Republic, for a new address: Kashkhatau, Chereksky District, Kabardino-Balkar Republic.

Voting results:

“In favour” – 13 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 9: On the Company's participation and termination of participation in other organisations.

Resolution:

To defer consideration of the issue to a later date.

Voting results:

“In favour” – 13 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.

Item 10: On approval of the Company's internal documents. On approval of the Internal Control and Risk Management Policy of PJSC RusHydro.

Resolution:

To approve the Internal Control and Risk Management Policy of PJSC RusHydro, as amended (Appendix 7 to the Minutes).

Voting results:

“In favour” – 12 (A.D. Avetisyan, M.S. Bystrov, Ye.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (V.M. Kravchenko).

“Abstain” – 0.

The resolution has been adopted.

The separate opinion expressed by member of the Board of Directors M.S. Bystrov is attached hereto.



Chairman of the Board of Directors Yu.P. Trutnev

Corporate Secretary M.V. Zavalko 

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