Minutes of 12.05.2016 №236

MINUTES No. 236

OF THE MEETING OF THE BOARD OF DIRECTORS


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

May 12, 2016, 06:00 p.m.

(Moscow time)

Date of drawing up the Minutes:

May 12, 2016

Form of meeting:

absentee voting.

Place of counting the votes:

Moscow, 7, Malaya Dmitrovka.

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 approval of the agenda of the Annual General Meeting of the Company's Shareholders.
  2. On preliminary approval of the Company's Annual Report for 2015.
  3. On consideration of the Company's annual financial statements for 2015.
  4. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of distribution of the Company's earnings based on the results of 2015.
  5. On recommendations to the Annual General Meeting of the Company's Shareholders regarding:the size of dividends, the period and the form of payment based on the results of 2015 and the establishment of the date on which persons entitled to receive dividends are to be determined.
  6. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the payment of remuneration to the members of the Board of Directors who are not civil servants for activity in the membership of the Board of Directors of the Company in the amount established by the Company's internal documents.
  7. On recommendations to the Annual General Meeting of the Company's Shareholders regarding the nomination for the Company's Auditor.
  8. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Company's Articles of Association in a new version.
  9. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders in a new version.
  10. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version.
  11. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the adoption of the Regulation on the Audit Committee of the Company in a new version.
  12. 12. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the adoption of the Regulation on remuneration and reimbursement to the members of the Audit Committee of the Company in a new version.
  13. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the termination of participation of PJSC "RusHydro" in NP KONTZ UES.
  14. On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of non-arm's length transactions.
  15. On the issues related to convening, preparing and holding the Annual General Meeting of the Company's Shareholders.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On approval of the agenda of the Annual General Meeting of the Company's Shareholders.


Resolution:


To approve the agenda of the Annual General Meeting of the Company's Shareholders held based on the results of 2015:

  1. Approval of the Company's Annual Report.
  2. Approval of the Company's annual financial statements.
  3. Approval of distribution of the Company's earnings based on the results of 2015.
  4. The size of dividends, the period and the form of payment based on the results of 2015 and the establishment of the date on which persons entitled to receive dividends are to be determined.
  5. On payment of remuneration to the members of the Board of Directors who are not civil servants for activity in the membership of the Board of Directors of the Company in the amount established by the Company's internal documents.
  6. Approval of the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of the Company in a new version.
  7. Election of the members to the Board of Directors of the Company.
  8. Election of the members to the Audit Committee of the Company.
  9. Approval of the Company's Auditor.
  10. Approval of the Company's Articles of Association in a new version.
  11. Approval of the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders in a new version.
  12. Approval of the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version.
  13. Adoption of the Regulation on the Audit Committee of the Company in a new version.
  14. Adoption of the Regulation on remuneration and reimbursement to the members of the Audit Committee of the Company in a new version.
  15. Approval of non-arm's length transactions.

Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 2: On preliminary approval of the Company's Annual Report for 2015.


Resolution:


To preliminary approve the Company's Annual Report for 2015 (Annex 1) and submit it for approval of the Annual General Meeting of the Company's Shareholders.


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 3: On consideration of the Company's annual financial statements for 2015.


Resolution:


To preliminary approve the Company's annual financial statements for 2015 (Annex 2) and submit it for approval of the Annual General Meeting of the Company's Shareholders.


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 4: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of distribution of the Company's earnings based on the results of 2015.


Resolution:


To preliminary approve and advise the Annual General Meeting of the Company's Shareholders to approve the following distribution of the Company's earnings (loss) based on the results of 2015:


(RUB)

Retained earnings (loss) of the reporting period

30.022.009.970,70

To be distributed on: the Reserve Fund

1.501.100.498,54

Company's Development

13.509.863.340,14

Dividends

15.011.046.132,02

Repayment of loss from previous years

0.00

Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 5: On recommendations to the Annual General Meeting of the Company's Shareholders regarding:the size of dividends, the period and the form of payment based on the results of 2015 and the establishment of the date on which persons entitled to receive dividends are to be determined.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:


to pay dividends on the Company's ordinary shares based on the results of 2015 in the amount of RUB 0.038863 per share.


Payment method: monetary.


The amount of accrued dividends per shareholder of the Company is determined with an accuracy of one kopeck. Numbers are rounded when making calculations in accordance with mathematical rules.


To set July 8, 2016 as the date on which persons entitled to receive dividends are determined.


The term of dividends payment to a nominal holder and a trustee being a professional player on the securities market, who are registered in the shareholder register shall not exceed 10 working days, and to other persons registered in the shareholder register - 25 business days from the date on which persons entitled to receive dividends are determined.


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 6: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the payment of remuneration to the members of the Board of Directors of the Company who are not civil servants for activity in the membership of the Board of Directors of the Company in the amount established by the Company's internal documents.


Item 6.1: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the payment of remuneration to the members of the Board of Directors of the Company who are not civil servants for activity in the membership of the Board of Directors of the Company in the amount established by the Company's internal documents.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:


to pay remuneration to the members of the Board of Directors of the Company based on the results of activity in the period from 26.06.2015 to 27.06.2016 in the amount, manner and time as provided for in the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of PJSC "RusHydro" that was approved by the decision of the Annual General Meeting of the Company's Shareholders dated 26.06.2015 (Minutes No. 13).


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 6.2: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of the Company in a new version.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:


to approve the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of the Company in a new version (Annex 3).


Voting results:


“In favour” — 11 (A.D. Avetisyan, 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).


"Against" — 0.


“Abstain” — 1 (M.S. Bystrov).


The resolution has been adopted.


Item 7: On recommendations to the Annual General Meeting of the Company's Shareholders regarding the nomination for the Company's Auditor:


Resolution:


To advise the Annual General Meeting of the Company's Shareholders held based on the results of 2015 to approve Joint Stock Company PricewaterhouseCoopers Audit as the Auditor of PJSC "RusHydro" (OGRN 1027700148431).


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 8: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Company's Articles of Association in a new version.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:


to approve the Company's Articles of Association in a new version (Annex 4).


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 9: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders in a new version.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:


to approve the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders in a new version (Annex 5).


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 10: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:


to approve the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version (Annex 6).


Voting results:


“In favour” — 11 (A.D. Avetisyan, 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).


"Against" — 0.


“Abstain” — 1 (M.S. Bystrov).


The resolution has been adopted.


Item 11: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of the Regulation on the Audit Committee of the Company in a new version.


Resolution:


To advise the Annual General Meeting of Shareholders of PJSC "RusHydro" to adopt the following resolution:


to approve the Regulation on the Audit Committee of the Company in a new version (Annex 7).


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 12: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the adoption of the Regulation on remuneration and reimbursement to the members of the Audit Committee of the Company in a new version.


Resolution:


To advise the Annual General Meeting of Shareholders of PJSC "RusHydro" to adopt the following resolution:


to adopt the Regulation on remuneration and reimbursement to the members of the Audit Committee of the Company in a new version (Annex 8).


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 13: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the termination of participation of PJSC "RusHydro" in NP KONTZ UES.


Resolution:


To remove the issue from the agenda.


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Item 14: On recommendations to the Annual General Meeting of the Company's Shareholders regarding: the approval of non-arm's length transactions.


Resolution:


To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

  1. to determine that the price (monetary value) of services under Agreement on the insurance of liability and financial risks of Directors, Officers and Company No. 16DO0001 of 30.12.2015 concluded between PJSC "RusHydro" and JSC SOGAZ, being the non-arm's length transaction, amounts to $36,000 (thirty six thousand US dollars) according to the Bank of Russia's official exchange rate on the date of payment, not subject to VAT.
  2. To approve the Agreement on the insurance of liability and financial risks of Directors, Officers and Company No. 16DO0001 of 30.12.2015 (hereinafter referred to as the Agreement), being the non-arm's length transaction of the Board members, on the following material terms:

Parties to the Agreement:


The Insured person - PJSC "RusHydro";


The Insurer - JSC SOGAZ.


Subject of the Agreement:


Taking into account all the provisions of the Insurance Agreement, the Insurer agrees to pay, upon the occurrence of any risk events specified in the Agreement, the insurance indemnity in accordance with the Insurance Agreement (as appropriate) to the relevant Insured and/or any other person entitled to such compensation.


Insured person (persons):

  • Any person (including non-residents of the Russian Federation) who during the insurance period is or becomes as follows, in accordance with the definitions of the Insurance Agreement:

• an Official, Director; or


• a spouse of any Insured Person in respect of any Loss associated with a claim in connection with any Wrongful Act of such Insured Person; or


• a manager, heir, legal representative or trustee, legal successor or executor of the deceased, incompetent, insolvent or bankrupt Insured Person in respect of any Loss related to any claim in connection with any Wrongful Act of such Insured Person;


• an employee of the Company, when carrying out duties by this employee related to management or supervision in such a Company. For the avoidance of doubt, such employees can also be, among others, executive and managing directors, heads of Departments, Directorates and other structural divisions of the Company, Chief Accountant and his/her deputies and other persons managing employees of the Company, as well as all persons having power of attorney to sign contracts and other documents on behalf of the Company;


• any person indicated as a potential Insured person in any data about the listing of securities, an issue prospectus and a memorandum of the private placement or similar document issued by the Insured person;


• other persons specified by the Insurance Agreement.


  • the Company that is referred to in the Insurance Agreement as the Insured person and/or any of its subsidiary, complying with the definition of a "subsidiary" company of the Insurance Agreement (generally legal entities in which PJSC "RusHydro" or any subsidiary of PJSC "RusHydro:, directly or indirectly, through one or more other entities owned/owns more than 50% in the authorized (share) capital of the organization and/or controlled/controls the election/appointment of the majority of the members of the board of directors (the supervisory board) and/or collegial executive body (the management board) or any similar controlling body of the organization mentioned above).

Beneficiaries:


The beneficiaries are the third parties in relation to damage under the claims filed.


The beneficiaries are the Directors of the Company and the Company in regard to costs of legal representation.


Insurance protection/risk event:

  • The risk event in terms of insuring the liability of any Insured person for any Loss incurred by other persons shall deem to occur in the following circumstances:

a) the occurrence at any time prior to the beginning or during the Insurance period of liability of any Insured person to compensate any Loss, in accordance with the applicable law, incurred by other persons in connection with any Wrongful Act of the Insured person, and


(b) the filing of a claim against such Insured person during the validity of the Insurance period in connection with the Loss of other persons specified in paragraph (a) above.


  • The risk event in terms of insuring any Loss of any Insured person (other than in case of the liability for Loss of other persons as mentioned above) shall deem as the incurring of any Loss by this Insured person in connection with any claim.
  • The risk event in terms of insuring Loss of any company shall deem the incurring of any expenses by any Company in connection with the reimbursement by this Company of any Loss to any Insured person and / or any other person in the interest of any Insured person in connection with any claim filed against any Insured person, and / or liability of any Insured person for any Loss incurred by other persons.
  • The risk event in terms of insuring liability of any Company for any Loss incurred by other persons shall deem to occur in the following circumstances:

a) the occurrence at any time prior to the beginning or during the Insurance period of liability of any Company to compensate any Loss, in accordance with the applicable law, incurred by other persons in connection with any Wrongful Act of the Company, and


(b) the filing of a securities-related claim against this Company during the validity of the Insurance period in connection with the Loss of other persons specified in paragraph (a) above.

  • The risk event in terms of insuring any Loss of any Company (other than in case of the liability for Loss of other persons as mentioned above) shall deem as the incurring of any Loss by this Company in connection with any securities-related claim.

Insured items are:

  • property interests of any Insured person, in terms of insuring liability of this Insured person for any Loss incurred by other persons, which are related to the liability to reimburse Loss incurred by other parties;
  • property interests of any Insured person, in terms of insuring any Loss of this Insured person, which are related to the incurrence of any Loss;
  • property interests of any Company related to the reimbursement of any Loss by this Company;
  • property interests of any Company, in terms of insuring liability of this Company for any Loss incurred by other persons, which are related to the liability to reimburse Loss incurred by other parties;
  • property interests of any Company, in terms of insuring any Loss of this Company, which are related to the incurrence of any Loss;

Losses:


shall imply any of the stated below:

  • any losses in accordance with Art. 71 and Art. 84 of Federal Law of December 26, 1995 No. 208-ФЗ "On Joint Stock Companies" (with all the amendments and supplements) and other similar losses; and / or
  • any damage (including any loss) in accordance with Art. 931 of the Civil Code of the Russian Federation (with all the amendments and supplements) and other similar damage (including any similar loss); and / or
  • any monetary value which any Insured person under any legislation is obliged to pay, including but not limited to, any amounts according to court ruling, arbitration, the arbitral tribunal or similar body / institution (including interest accrued for the periods before and after the date of granting the relevant decision), any loss (including loss of profits, damage levied in multiple size, as well as punitive damage, enhanced damage and damage awarded as a punishment), costs, payments in connection with out of court settlements; and / or
  • any costs and expenses covered by the Insurance Agreement (including but not limited to expenses of legal representation, emergency expenses, expenses in connection with extradition, investigation costs, expenses on protection from persecution, public relations expenses, costs arising from unplanned actions of regulators); and / or
  • any penalties and fines that may be imposed in accordance with the legislation governing the filing of the relevant complaint; and / or
  • any payments to be carried out by the Insurer in accordance with any extensions of coverage provided for in the Insurance Agreement.

Wrongful Act:

  • any of the stated below in relation to any Insured person:

(a) any actual or claimed/attributed/alleged act, error, omission, disregard, negligence, non-performance or improper performance of duties, misconduct, provision of false information, false or misleading statements, slander, defamation, failure to comply with the requirements regarding powers granted, abuse of power, failure / breach of fiduciary or other duties, any breach of employment relationships or any other act or omission of any Insured person who has acted in an appropriate capacity, or any circumstance stated in respect of any Insured person solely in connection with his/her authorities to act as in the above-stated capacity; and/or(b) any actual or claimed/attributed/alleged action or inaction, error or omission which constitutes the basis, associated with or resulting to any violation of the Sarbanes-Oxley Act in any place around the world; including but not limited to, any such violation associated with:

  • the activity of the audit committee; or
  • the requirements of the Sarbanes-Oxley Act regarding the representation or disclosure of information; or
  • bringing the financial reporting in line with GAAP requirements; or
  • prohibitions against conflicts of interest established by the Sarbanes-Oxley Act; or
  • the rights of employees to inform about the facts of committed violations without any consequences for an informant; and
  • in relation to any Company: any actual or claimed/attributed/alleged violation/non-performance of duties/liabilities, negligence, disregard, error, provision of false information, false or misleading statements, omission or any other actions or inactions of any Company, but solely in connection with any securities-related claim.

The amount of coverage/liability limit:

  • including total insurance coverage and extensions except for the extension for Independent Directors - $30.000.000 (thirty million US dollars).
  • additional amount of coverage for the Independent Director - $1.000.000 (one million US dollars). - aggregate additional amount of coverage for Independent Directors - $2.000.000 (two million US dollars).

Deductible amount:


It is introduced only in respect of losses and expenses incurred by the Insured person in the amount of $100,000 (one hundred thousand US dollars).


Deductible amount is not established in relation to losses and expenses payable on behalf of each Insured person.


Price of the Agreement:


$36,000 (thirty six thousand US dollars) according to the Bank of Russia's official exchange rate on the payment date, without subject to VAT.


Insurance period:


from 01.01.2016 till 31.12.2016


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Resolution:


1.1. To determine that the maximum price of surety agreements in provision of appropriate execution of obligations of the companies included in the list of affiliated entities of PJSC "RusHydro" as of 31.12.2015 available at http://www.rushydro.ru/investors/disclosure/affiliated / 2015 / in the framework of attracting loans by such companies at VTB Bank (PJSC) (hereinafter referred to as the Bank) to be concluded by the Company in the future and being non-arm's length transactions, is defined as the total amount of surety-secured liabilities of the mentioned entities amounting to RUB 30.000.000,000 (thirty billion rubles).


1.2. To determine that the maximum total price of contracts on the opening of a credit line to be concluded by the Company in the future and being non-arm's length transactions, is defined as the aggregate of the following amounts:

  • the maximum amount of loan funds that can be received from the Bank within the framework of the concluded contracts in the amount of RUB 30.000.000,000 (thirty billion rubles);
  • the maximum amount of fees and interest payable to the Bank for the use of loan funds at an aggregate interest rate exceeding not more than 4 (four) percentage points per annum of the key rate of the Central Bank of the Russian Federation.

1.3. To determine that the maximum price of the General Agreement on forward transactions on financial markets and transactions which may be concluded in the future in the framework of the General Agreement, and being non-arm's length transactions, is defined as the amount of assets that can be acquired (alienated) by the Company under all transactions carried out in the framework of the General Agreement, the validity of which is not terminated, or in relation to which there are outstanding liabilities, or the period of fulfilling the liabilities thereunder does not come due, is RUB 100.000.000,000 (one hundred billion rubles) or the equivalent amount in foreign currency according to the official exchange rate of the Central Bank of the Russian Federation on the date of the transaction.


1.4. To determine that the maximum price of transactions (associated with the previously concluded agreements on opening a settlement account) on the account crediting as overdraft entered into by the Company in the future and being non-arm's length transactions, is defined as the aggregate of the following amounts:

  • the max. permissible amount of a lump sum payable to the Bank (overdraft limit) is RUB 5.000.000,000 (five billion rubles);
  • the max. aggregate amount of fees and interest payable to the Bank for the use of loan funds at an aggregate interest rate exceeding by no more than 2 (two) percentage points per annum the indicative rate of ruble-denominated loans (deposits) on the Moscow foreign exchange market MosPrime Rate OverNight published by the National Foreign Exchange Association (NFEA) on the date of concluding the relevant contract(s).

1.5. To determine that the value of transactions related to purchases/sales of foreign currency (conversion operations) to be carried out by the Company in the future, and being non-arm's length transactions, is defined as the value of foreign currency (euro, US dollar, Swiss franc, pound sterling) purchased or sold by the Company at the exchange rate different by no more than 2% from the exchange rate of the Central Bank of the Russian Federation, or EMTA quotes or Bloomberg fix quotes, or another market quote on the date of the transaction performance, and does not exceed RUB 100.000.000,000 ( one hundred billion rubles) or equivalent in the foreign currency at the exchange rate of the Central Bank of the Russian Federation on the date of the relevant transaction.


2. To advise the Annual General Meeting of Shareholders of PJSC "RusHydro" to adopt the following resolution:


2.1. To approve the surety agreements in provision of appropriate fulfilment of liabilities of the companies, included in the list of affiliated entities of PJSC RusHydro as of 31.12.2015 available at http://www.rushydro.ru/investors/disclosure/affiliated/2015/, in the framework of attracting loans by such companies at the Bank, to be concluded by the Company in the future and being non-arm's length transactions, on the following material terms:


Parties to the transaction (s):


Lender - VTB Bank (PJSC);


Borrower – the Companies included in the list of affiliated entities of PJSC "RusHydro" as of 31.12.2015 available at http://www.rushydro.ru/investors/disclosure/affiliated/2015/;


Guarantor — PJSC "RusHydro";


Subject of the transaction (s):


Surety for the fulfilment of liabilities of the Borrower to the Lender under the Loan Agreement entered into by the Borrower and the Lender;


Value of the transaction (s):


The max. price of the surety agreements is determined as an aggregate amount of surety-secured obligations of the Borrowers in the amount not exceeding RUB 30.000.000,000 (thirty billion rubles).


The max. surety period is 15 years from the date of the surety agreement signing.


2.2. To approve agreements on the opening of a credit line to be concluded by the Company in the future, and being non-arm's length transactions, on the following material terms:


Parties to the transaction (s):


Bank - VTB Bank (PJSC);


Borrower - PJSC "RusHydro";


Subject of the transaction (s):


The Bank undertakes to provide funds (loan) to the Borrower by opening a credit line in the amount and on the terms stipulated in the Agreement, and the Borrower shall repay the funds received and pay interest on using the funds;


Value of the transaction (s):


The max. aggregate value of agreements on opening the credit line is determined as the aggregate of the following amounts:

  • the maximum amount of loan funds that can be received from the Bank within the framework of the concluded contracts in the amount of RUB 30.000.000,000 (thirty billion rubles);
  • the maximum amount of fees and interest payable to the Bank for the use of loan funds at an aggregate interest rate exceeding not more than by 4 (four) percentage points per annum the key rate of the Central Bank of the Russian Federation.

Maximum loan term: 15 years from the date of the agreement signing.


2.3. To approve the General Agreement on forward transactions on financial markets and transactions that may be entered into by the Company in the future in the framework of the General Agreement, and being non-arm's length transactions, on the following material terms:


Parties to the transaction (s):


VTB Bank (PJSC);


PJSC "RusHydro"


Types and subject of the transaction(s):


2.3.1. OTC Forward Agreement (contract), according to which and under the terms agreed on by the parties:

  • one party agrees to buy the amount in one currency from another party and sell the amount in a different currency to the other party with transfers of the amounts carried out by both parties on the payment date ("deliverable currency forward"); or
  • one party undertakes to pay on a recurrent and (or) non-recurrent basis the amount to the other party on each agreed date of payment, depending on changes in the exchange rate of the settlement currency (spot rate) against the forward exchange rate agreed on by the parties on the date of the transaction ("settlement currency forward");

2.3.2. Option Agreement (contract), according to which and under the terms agreed on by the parties:


  • one party (hereinafter referred to as the Buyer) shall pay to the other party (hereinafter referred to as the Seller) a premium (in case the terms of the currency option transaction provides for the payment of premium), and acquires the right, but not the obligation, to buy a certain amount of currency for purchase from the Seller at the strike price and to sell a certain amount of currency for sale to the Seller at the strike price, and the Seller agrees to buy from the Buyer a certain amount of currency for sale at the strike price and to sell to the Buyer a certain amount of currency for purchase at the strike price, with transfers of these amounts carried out by both parties on the payment date, including by entering into a foreign currency purchase/sale contract ("deliverable currency option");
  • the Buyer pays the premium (in case the terms of the currency option transaction provides for the payment of premium) to the Seller, and acquires the right, but not the obligation, to demand from the Seller on a recurrent and (or) non-recurrent basis to carry out payment of the amount (if positive) on the date of payment, and the Seller agrees in this case to pay the amount of payment to the Buyer (if positive) on the date of payment ("settlement currency option").

It is possible to conclude options to sell (put) and / or options to buy (call), including combinations thereof, as well as European and American options.


2.3.3. Interest Rate Swap Transactionis a swap agreement (contract), according to which and on the terms agreed by the parties, one party pays an amount in the agreed currency to the other party on a recurrent or non-recurrent basis, which is calculated on the basis of the nominal amount in this currency and the floating rate (hereinafter referred to as the Floating amount) and the other party pays to the first party on a recurrent or non-recurrent basis either (i) the amount in the same currency calculated on the basis of the same nominal amount (hereinafter referred to as the Nominal amount) and the Fixed rate (hereinafter referred to as the Fixed amount), or (ii ) the Floating amount in the same currency calculated on the basis of the same Nominal amount and other Floating rate.


2.3.4. Cross Currency and Interest Rate Swap Transaction is a swap agreement (contract) providing for (i) the obligation of one party to transfer the currency to the possession of the other party in the amount of the Nominal sum established for the other party, and the obligation of the other party to pay in favour of the first party the Nominal sum set for the first party, (ii) the obligation of the other party to transfer not earlier than on the third business day after the transaction date the currency to the possession of the first party in the amount of the Nominal sum set for the other party, and the obligation of the first party to pay to the other party the Nominal sum established for the first party, and (iii) the obligation of the party or parties to pay each other on a recurrent or non-recurrent basis Flat amounts and/or Floating amounts, which are calculated on the basis of the Nominal sums established for the corresponding party. Terms of the cross currency and interest rate swap transaction may provide for the payment of the initial amount payable by Party B, and / or the payment of the final amount to be paid by Party B. It is possible to carry out the payment of intermediate amounts reducing the amount of the final payment. The conversion of payments into one currency and their netting is allowed.


Currency types:


ruble, US dollar, euro, Swiss franc, pound sterling.


The method for determining a floating interest rate under swap transactions: EURIBOR, LIBOR, MosPrime, with the floating rate period from one week to six months, the key rate of the Central Bank of the Russian Federation;


Dates of changes of the floating interest rate under swap transactions: to be determined by the Parties in relation to interest periods within a time limit;


Floating amount Payer under swap transactions: any of the parties;


Flat amount Payer under swap transactions: any of the parties;


Fixed rate under swap transactions: not higher than the key rate of the Central Bank of the Russian Federation increased by 4 (four) percentage points per annum;


Method for determining spot rates:


the official exchange rate of the Central Bank of the Russian Federation, EMTA, ECB37, WMR, BFIXand cross rates with their use.


Forward/exchange rate (under currency transactions): RUB 20-110 per US dollar, from RUB 30-130 per euro, USD 0.5-1.8 per euro, RUB 20-110 per Swiss franc, RUB 40-180 per pound sterling


Strike rate (in relation to currency swap transactions):


shall not exceed the rate set by the Central Bank of the Russian Federation on the date of the transaction by more than 100%


Value of the transaction (s):


The price of the General Agreement on forward transactions on financial markets and transactions is determined as the amount of assets that can be purchased (disposed) by the Company under all transactions carried out in the framework of the General Agreement, the validity of which is not terminated, or in relation to which there are outstanding liabilities, or the period of fulfilling the liabilities thereunder does not come due, in the amount of not higher than RUB 100.000.000,000 (one hundred billion rubles) or the equivalent amount in foreign currency according to the official exchange rate of the Central Bank of the Russian Federation on the date of the transaction.


Maximum transaction period:


the terms of the contracts, dates of payment, closing date, interest periods and other periods cannot exceed 15 (fifteen) years.


2.4. To approve transactions ( (related to the previously concluded agreements on opening the settlement account) on the account crediting as overdraft in the Bank as non-arm's length transactions to be concluded by the Company on the following material terms:


Parties to transactions:


Bank - VTB Bank (PJSC);


Borrower - PJSC "RusHydro";


Subject of transactions - the Bank undertakes to provide funds (a loan) to the Borrower as overdraft in the amount and on the terms as stipulated by the transaction, and the Borrower shall repay the funds received and pay interest on using the funds;


Price of transactions:


The maximum price of the transactions is determined as the aggregate of the following amounts:

  • the max. permissible amount of a lump sum payable to the Bank (overdraft limit) not higher than RUB 5.000.000,000 (five billion rubles);
  • the max. aggregate amount of fees and interest payable to the Bank for the use of loan funds at an aggregate interest rate exceeding not more than by 2 (two) percentage points per annum the indicative rate of ruble-denominated loans (deposits) on the Moscow foreign exchange market MosPrime Rate OverNight published by the National Foreign Exchange Association (NFEA) on the date of concluding the relevant contract(s).

Period of continuous loan debt - not more than 30 days.


2.5. To approve transactions that are related to the purchase and sale of foreign currency (conversion operations) being non-arm's length transactions, to be carried out by the Company in the future on the following material terms and conditions: 

Parties to transactions:


VTB Bank (PJSC);


PJSC "RusHydro"


Subject matter of the transactions:


The purchase and sale of foreign currency (euro, US dollar, Swiss franc, pound sterling) on the terms agreed on by the parties.


Price of the transactions:


The value of transactions related to purchases/sales of foreign currency (conversion operations) is defined as the value of foreign currency (euro, US dollar, Swiss franc, pound sterling) purchased or sold by the Company at the exchange rate different not more than by 2% from the exchange rate of the Central Bank of the Russian Federation, or EMTA quotes or Bloomberg fix quotes, or another market quote at the date of the transaction performance, and does not exceed RUB 100.000.000,000 (one hundred billion rubles) or equivalent in the foreign currency at the exchange rate of the Central Bank of the Russian Federation as of the date of the relevant transaction.


Voting results:


“In favour” — 11 (A.D. Avetisyan, 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).


"Against" — 0.


“Abstain” — 1 (M.S. Bystrov).


The resolution has been adopted.


Item 15: On the issues related to convening, preparing and holding the Annual General Meeting of the Company's Shareholders.


Resolution:

1. To convene the Annual General Meeting of Shareholders of PJSC "RusHydro" (hereinafter also referred to as the Company) in the form of a meeting (joint attendance) (hereinafter referred to as the General Meeting of Shareholders, the Meeting).


2. To determine that the date of the Annual General Meeting of the Company's Shareholders (hereinafter referred to as the Meeting) is June 27, 2016.


3. To determine that the time of the Meeting holding is 10:30 (Moscow time).


4. To set that the beginning of registration of persons participating in the Meeting is 08:30 (Moscow time).


5. To determine that the place of the Meeting is the Russian Federation, Moscow, 12, Krasnopresnenskaya Embankment, International Trade Centre (ITC), Entrance No. 4, Congress Center, 2nd Floor, Conference Hall.


6. To determine that the date of compiling a list of persons entitled to participate in the Meeting is May23, 2016.


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

the Company's Annual Report for 2015;


the annual financial statements for 2015, including the Auditor's Opinion;


the opinion of the Audit Committee of the Company;


the Board of Directors' recommendations on issues of the agenda of the Annual General Meeting of the Company's Shareholders;


extracts from the minutes of the Audit Committee at the Company's Board of Directors, the Investment Committee at the Company's Board of Directors, the Nomination and Remuneration Committee at the Company's Board of Directors;


the decision of the Board of Directors regarding the determination of the price of non-arm's length transactions;


information about the candidates for the Board of Directors of the Company;


information about the candidates for the Audit Committee of the Company;


information about availability or absence of a written consent of the candidates nominated for the election to the Board of Directors, the Audit Committee;


information about the candidate for the Company's Auditor;


the Company's Articles of Association;


the draft of the Company's Articles of Association in a new version;


the comparative table with changes to the Company's Articles of Association;


the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders;


the draft Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders in a new version;


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


the draft Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version;


the Regulation on the Audit Committee of the Company;


the draft Regulation on the Audit Committee of the Company in a new version;


the Regulation on payment of remuneration to the members of the Board of Directors of the Company;


the draft Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of the Company in a new version;


the Regulation on payment of remuneration and reimbursement to the members of the Audit Committee of the Company;


the draft Regulation on payment of remuneration and reimbursement to the members of the Audit Committee of the Company in a new version;


draft resolutions of the Meeting on the agenda items.


7. To determine that information (materials) for the Meeting shall be available for review by persons entitled to attend the Meeting at the place of holding the Meeting (on the day of holding the Meeting), as well as during 30 days prior to the date of the Meeting at the following addresses:


7, Malaya Dmitrovka St., Moscow (weekdays — from 10 a.m. till 6 p.m. local time), tel. 8-800-333-80-00 /(495) 122-05-55 ext. 1824; 1025; acceptance / delivery of correspondence: ext. 1832; 4185;


18, Stromynka St., building 13, Moscow, JSC Registrar R.O.S.T. (weekdays (weekdays from 10 a.m. till 6 p.m. local 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.


8. To approve the form and text of the notice of holding the Meeting (Appendix 9).


9. 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.


10. To approve the form and text of the ballot for voting at the Annual General Meeting of the Company's Shareholders (Appendix 10).


11. To determine that the ballots for voting on the agenda items shall be sent by registered letter or delivered against receipt to each person specified in the list of persons entitled to attend the Meeting not later than June 6, 2016 (inclusive).


12. To decide that for the purpose of determining the quorum and the voting results, ballot sheets submitted according to the address specified in item 13 of this resolution no later than 2 days before the date of the Annual General Meeting of the Company's Shareholders, namely, not later than on June 24, 2016 (inclusive) will be counted.


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


JSC Registrar R.O.S.T., P.O. Box 9, 18, Stromynka St., 107996 Moscow


14. To elect Anton Yurievich Podgorny as Secretary of the Meeting.


Voting results:


“In favour” — 12 (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).


"Against" — 0.


“Abstain” — 0.


The resolution has been adopted.


Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary M.V. Zavalko 

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