Minutes of 11.08.2016 №240

MINUTES № 240

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):

August 10, 2016, 6.00 p.m.

(Moscow time)

Date of drawing up the Minutes:

August 11, 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:



M.S. Bystrov,

P. S. Grachyov,

S.N. Ivanov,

V.M. Kravchenko,

V.V. Pivovarov,

N. R. Podguzov,

N. D. Rogalyov,

Yu.P. Trutnev,

A.O. Chekunkov

S.V. Shishin,

A.N. Shishkin.

N.G. Shulginov.


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 election of the Chairman of the Board of Directors of the Company.
  2. On election of the Deputy Chairman of the Board of Directors of the Company
  3. On the formation of the Committees to the Board of Directors of the Company.
  4. On the Company's priority activities.
  5. On approval of transactions concluded by the Company.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On election of the Chairman adopted by the Board of Directors of the Company.


Resolution:

To elect Trutnev Yuryi Petrovych as a Chairman of the Board of Directors of PJSC RusHydro


Votingresults:

“For” - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 2: On election of the Deputy Chairman adopted by the Board of Directors of the Company.


Resolution:

To elect Ivanov Serhei Nykolaevych as a Deputy Chairman of the Board of Directors of PJSC RusHydro


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3: On the forming of the Committees of the Company's Board of Directors .


Item 3.1: On the recognition of member of the Board of Directors of the Company M. S. Bystrov as an independent director of the Company.


Resolution:

Following the Listing rules regulations of CJSC Stock Exchange Moscow Interbank Currency Exchange (CJSC SE MICEX) and corporate governance code and, also, in order to form Audit Committee and Compensation and Nominating Committee of the Board of Directors:

To recognize member of the Board of Directors of the Company Maksym Serheevych Bystrov as an independent director of the Company, despite the presence of formal signs of his connectedness with considerable contracting party.

To recognize M. S. Bystrov as independent, the Board of Directors of the Company takes into consideration the following:

- conclusion of agreements between PJSC RusHydro, JSC Trading System Administrator (TSA) and JSC System Operator of the Unified Power System (SO UPS), the size of obligations exceeds threshold amount established by regulation 4 of the Listing rules of CJSC SE MICEX, is mandatory due to the legal requirements of the Russian electric power industry;

- according to para. 2 of Art. 81 of the Federal Law "On Joint Stock Companies" the provisions of chapter "The interest in settlement of a transaction by Company" do not apply to transactions which are necessary for the company in accordance with federal laws and (or) other legal acts of the Russian Federation and that are settled at the prices specified in the order established by the Russian Government, or at prices and tariffs established by the Government of the Russian Federation federal executive body;

M. S. Bystrov is not a stockholder of the Company;

M. S. Bystrov does not receive from the Company, its control and controlled bodies remuneration in cash or non-cash form except for the remuneration paid in accordance with the Regulations on payment of remuneration and compensation to members of the Board of Directors of the Company;

M. S. Bystrov does not render appraisal services, tax consultant, audit and accounting services and other consultation services to Company and its controlled legal bodies;

- position of M. S. Bystrov on the agenda of the Board of Directors and Committees of the Board of Directors is based on its professionalism and experience, it is a separate and independent from the influence of third parties, aimed at protecting the interests of the Company and its shareholders.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3.2: On obtaining the recognition of member of the Board of Directors of the Company S. N. Ivsnov as an independent director.


Resolution:

Governed by the Listing rules regulations of CJSC SE MICEX and corporate governance code and, also, in order to form Audit Committee and Compensation and Nominating Committee of the Board of Directors:

To recognize member of the Board of Directors of the Company Sergei Nikolaevich Ivanov as an independent director of the Company, despite the presence of formal signs of his connectedness with the state.

To recognize S. N. Ivanov as independent, the Board of Directors of the Company takes into consideration the following:

- S. N. Ivanov had necessary competence and work experience as an independent Director in the previous composition of the Board of Directors;

- S. N. Ivanov is not a stockholder of the Company;

- S. N. Ivanov does not receive from the Company, its control and controlled bodies remuneration in cash or non-cash form except for the remuneration paid in accordance with the Regulations on payment of remuneration and compensation to members of the Board of Directors of the Company;

- organizations, governing bodies composition of which S. N. Ivanov enters, are not connected with the Company with contractual obligations, and are not parties of the transactions made by the Company and its controlled legal bodies, does not render appraisal services, tax consultant, audit and accounting services and other consultation services to Company and its controlled legal bodies;

S. N. Ivanov does not render appraisal services, tax consultant, audit and accounting services and other consultation services to Company and its controlled legal bodies;

- position of S. N. Ivanov on the agenda of the Board of Directors and Committees of the Board of Directors is based on its professionalism and experience, it is a separate and independent from the influence of third parties, aimed at protecting the interests of the Company and its shareholders.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3.3: On the formation of the Audit Committee to the Board of Directors of the Company.


Resolution:

1. To elect to the Audit Committee of the PJSC "RusHydro" Board of Directors


1.

Ivanov

Sergey Nikolaevich

Member of the Board of Directors of PJSC RusHydro, Director General, Member of the Board of Directors of LLC RT Kapital

2.

Bystrov

Maksim Sergeevich

Member of the Board of Directors of PJSC RusHydro,

Chairman of the Management Board of Association “NP Market Council”

3.

Pivovarov

Vyacheslav Viktorovich

Member of the Board of Directors of PJSC RusHydro,

Chairman of LLC Altera Kapital


2. To elect Sergey Nikolaevich Ivanov as Chairman of the Audit Committee at the Board of Directors of JSC "RusHydro"


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3.4: On the formation of the Compensation and Nominating Committee of the Board of Directors of the Company.


Resolution:

1. To elect to the Compensation and Nominating Committee of the Board of Directors of PJSC RusHydro:


1.

Pivovarov

Vyacheslav Viktorovich

Member of the Board of Directors of PJSC RusHydro, Chairman of LLC Altera Kapital

2.

Ivanov

Sergey Nikolaevich

Member of the Board of Directors of PJSC RusHydro,

Director General, Member of the Board of Directors of LLC RT Kapital

3.

Bystrov

Maksim Sergeevich

Member of the Board of Directors of PJSC RusHydro,

Chairman of the Management Board of Association “NP Market Council”


2. To elect Pivovarov Vyacheslav Viktorovich as a Chairman of the Compensation and Nominating Committee of the Board of Directors of PJSC RusHydro.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3.5: On the formation of the Strategy Committee to the Board of Directors of the Company.


Resolution:

1. To elect to the Strategy Committee to the JSC "RusHydro" Board of Directors:


1.

Auzan Aleksandr Aleksandrovich

Dean of the faculty of economics

of M.V. Lomonosov Moscow State University

2.

Zadvornov

Igor Anatolevich

Head of the Secretariat of Deputy Prime Minister

Russian Federation - authorized

Representative of the President of the Russian Federation in the Far Eastern Federal District

3.

Grachev

Pavel Sergeevich

CEO of LLC "UK Polus"

4.

Mamin

Viktor Viktorovich

Advisor of the Minister, Head of corporate management, price environment and control-and-auditing work in branches of FEC of the Ministry of Energy of the Russian Federation

5.

Nikonov

Vasilii Vladislavovich

Director of the Energy Department of

PJSC NK «Rosneft»

6.

Olkhovich

Evgenii Aleksandrovich

Deputy Director of the Department of State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency of the Ministry of Economic Development of the Russian Federation

7.

Rusakov

Maksim Viktorovich

Member of the Board - Head of the development of competitive pricing of

Association NP Market Council

8.

Snikkars

Pavel Nikolaevich

Director of the Department of the power industry development of the Minenergo of Russia

9.

Shishin

Sergei Vladimirovich

Senior VP of the Bank VTB (PJSC)

10.

Shishkin

Andrei Nikolaevich

Vice-President for Energy and localization of PJSC "NK" Rosneft "

11.

Shulginov

Nikolai Grigorevich

Chairman of the Management Board — Director General of PJSC RusHydro

12.

Rizhinashvili

Dzhordzh Ilich

Member of the Board, First Deputy Director General of PJSC "RusHydro"

13.

Rogalev

Nikolai Dmitrievich

Сhancellor of the FSBI HE MPEI


2. To elect Auzan Aleksandr Aleksandrovich as a Chairman of the Strategy Committee to the PJSC "RusHydro" Board of Directors.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3.6: On the forming of the Investment Committee to the Board of Directors of the Company.


Resolution:

1. To elect to the Investments Committee to the JSC "RusHydro" Board of Directors:


1.

Bystrov

Maksim Sergeevich

Chairman of the Management Board of

Association NP Market Council

2.

Chekunkov

Aleksei Olegovich

Director General

of JSC Far East and Baikal Region Development Fund

3.

Podgornyi

Anton Yurevich

Deputy Chairman of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District Yu. P. Trutnev

4.

Kirov

Sergei Anatolevich

Member of the Board, First Deputy Director General of PJSC "RusHydro"

5.

Miliutin

Denis Vladimirovich

Head of Department of

PJSC NK «Rosneft»

6.

Rizhinashvili

Dzhordzh Ilich

Member of the Board, First Deputy Director General of PJSC "RusHydro"

7.

Pivovarov

Vyacheslav Viktorovich

Chairman of LLC Altera Kapital

8.

Khmarin

Viktor Viktorovich

Deputy Director General for Economy, Investment and purchasing activity of PJSC "RusHydro"

9.

Avetisian

Artem Davidovich

Director of Direction “New Business”

Autonomous Non-Profit Organization Agency of Strategic Initiatives to Promote New Projects

10.

Rogalev

Nikolai Dmitrievich

Сhancellor of the FSBI HE MPEI

11.

Skulkin

Viacheslav Sergeevich

Vice Director of the Department of the power industry development of the Minenergo of Russia

12.

Zhuravlev

Sergei Igorevich

Vice-President for cooperating with governmental authorities of LLC "UK Polius"

13.

Domnich

Vitalii Anatolevich

Chief of Branch of Department of MEDT of Russia

14.

Tikhonova

Mariia Gennadevna

Deputy Chairman of the Management Board of PJSC FGC UES


2. To approve the Regulation concerning the investments Committee under the Board of Directors of PJSC RusHydro in a new version (Annex 1).

3. To elect Bystrov Maksim Sergeevich as a Chairman of the Strategy Committee to the PJSC "RusHydro" Board of Directors.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 3.7: On the composition of the Committee on reliability, efficiency and innovation under the Board of Directors of PJSC RusHydro.


Resolution:

1. To elect to the Committee on reliability, efficiency and innovation under the Board of Directors of PJSC RusHydro:


1.

Rogalev

Nikolai Dmitrievich

Сhancellor of the FSBI HE MPEI

2.

Chekunkov

Aleksei Olegovich

Director General

of JSC Far East and Baikal Region Development Fund

3.

Vikhanskyi

Aleksandr Eduardovich

Director of the Department for interaction with Natural Monopolies

LLC "UK POLIUS"

4.

Bogush

Boris Borisovich

Member of the Management Board, First Deputy Director General — Chief Engineer of PJSC RusHydro

5.

Kravchenko

Viacheslav Mikhailovich

Deputy Minister of Energy of the Russian

of the Russian Federation

6.

Rizhinashvili

Dzhordzh Ilich

Member of the Board, First Deputy Director General of PJSC "RusHydro"

7.

Tolstoguzov

Sergey Nikolaevich

Deputy Director General for the Far East of PJSC "RusHydro"

8.

Vishnevskii

Yuriy Mikhailovich

Deputy Director for Management of UES Regime at OJSC SO UES

9.

Frolov

Kirill Evgenevich

Director General of on scientific and project activities of PJSC "RusHydro"

10.

Karpukhin

Nikolai Igorevich

Deputy General Director on Capital Construction of PJSC RusHydro;

11.

Fedorov

Mikhail Petrovich

Chairman of the Scientific and Technical Council Bureau of PJSC "RusHydro"

12.

Shishkin

Andrei Nikolaevich

Vice-President for Energy and localization of PJSC "NK" Rosneft "

13.

Gromov

Roman Evgenevich

Head of the Prospective Development Department of Association “NP Market Council”


2. To elect Rogalev Nikolai Dmitrievich as a Chairman of the Committee on reliability, efficiency and innovation under the Board of Directors of PJSC RusHydro.


Votingresults:

"For" - 11 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov S.V. Shishin, N.G. Shulginov.)

“Against" — 1 (A.N. Shishkin).

“Abstain” — 0.

The resolution has been adopted.


Item 3.8: On the formation of Committee for Development of the Far Eastern Energy Sector at the Company's Board of Directors;


Resolution:


1. To elect to the Committee on Development of Energy of the Far East to the Board of Directors of PJSC "RusHydro":


1.

Trutnev

Yuriy Petrovich

Deputy Chairman of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District

2.

Zadvornov

Igor Anatolevich

Secretariat Head of the Deputy Chairman of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District Yu. P. Trutnev

3.

Chekunkov

Aleksei Olegovich

Director General

of JSC Far East and Baikal Region Development Fund

4.

Grachev

Pavel Sergeevich

CEO of LLC "UK Polus"

5.

Kravchenko

Viacheslav Mikhailovich

Deputy Minister of Energy of the Russian Federation

6.

Tolstoguzov

Sergey Nikolaevich

Deputy Director General for the Far East of PJSC "RusHydro"

7.

Tupikin

Vladimir Vladimirovich

Deputy Chairman of the Management Board of Association “NP Market Council”

8.

Kazachenkov

Andrey Valentinovich

Member of the Board, First Deputy Director General of PJSC "RusHydro"

9.

Molskyi

Aleksei Valerevich

Chairman of the Management Board of

PJSC FGC UES

10.

Nikonov

Vasilii Vladislavovich

Head of the Energy Department of PJSC Oil Company Rosneft

11.

Kachaev

Sergei Valerevich

Deputy Minister for Development of the Far East

12.

Pilenieks

Denis Viktorovich

Deputy Director for Management of UES Development at OJSC SO UES

13.

Olkhovich

Evgenii Aleksandrovich

Deputy Director of the Department of State Regulation of Tariffs, Infrastructural Reforms and Energy Efficiency

of the Ministry of Economic Development of the Russian Federation


2. To elect the Chairman of the Committee on Development of Energy of the Far East to the Board of Directors of PJSC "RusHydro" Yuriy Petrovich Trutnev.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 4: On the Company's priority activities.


Item 4.1: “On amendments to the Company's Development Plans of Association”.


Resolution:

1. Take into consideration the Report on amendments to the Company's Development Plans that provide priority type of task financing of social and economic development of the Far East (Annex 2).

2. To consider the activities listed in the Government of the Russian Federation Directives of 28.06.2016 № 4531п-П13 concerning ensuring the priority type of the task financing of social and economic development of the Far East, executed by the Company.


Votingresults:

"For" - 10 (P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

"Abstain" — 2 (M.S. Bystrov, N. R. Podguzov).

The resolution has been adopted.


Item 4.2: On purchase of domestic competitive software required for activity of PJSC "RusHydro"


Resolution:

1. To amend the Regulation on product purchase for need of PJSC "RusHydro" approved by the Board of Directors of PJSC "RusHydro" (Minutes of 23.06.2016 № 239):

- to supplement paragraph 2.5 of "Purchase" Section" on the Internet site of the Company" by subparagraph 2.5.11 to read as follows:

"2.5.11. For each purchase, to which exceptions are applied under para. 3.5.6 of the present Regulation, to put on the Company's Internet site in the "Purchase" section, information about such a purchase with a substantiation of impossibility of upholding of restrictions to tolerance for software originating from foreign states, no later than 7 calendar days from the date of publication of information about the purchase on the official website or the website of electronic trading platform, as determined in accordance with para. 2.6.2 of the present Regulation".

- to supplement paragraph 3.5. "Preferences" by subparagraph 3.5.6 to read as follows:

"3.5.6. Purchases of programmes for electronic computers and databases implemented independently of contract type in a tangible medium and (or) in electronic form via communication channels, as well as rights to use such software, including temporary (hereinafter - Software), implemented under the stipulation that information about this software included in the unified register of Russian programs for electronic computers and databases established in accordance with Article 12.1 of the Federal law of July 27, 2006 № 149-FZ "on information, information technologies and protection of information" ( hereinafter - Register), except in the following cases:

a) there is no information in the register on software corresponding to the same class of software that software planned to be purchased;

b) software, information on which are included in the register, and which corresponds to the same class of software, that software planned to be purchased, is not competitive (in terms of its functionality, technical and (or) operational performance does not meet the customer requirements for the software planned to be purchase)".

2. To request the Chairman of the Board - Director General of PJSC "RusHydro" N. G. Shulginov to provide by 01.10.2016 the introduction of similar amendments in the Model Regulations on purchases for the needs of the subsidiary of PJSC "RusHydro".


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 4.3: On the plans (programmes) development (actualization) of operating costs reduction by 10 percent.


Resolution:

To request Chairman of the Management Board - General Director of PJSC RusHydro N.G. Shulginov to provide:

1. The actualization of set of measures (activities list) under Long Term Development Programme aimed at achieving of indicator values of decrease in operating expenses in 2016 by no less than 10 per cent, taking into account the need to perform the activities specified in the directives of the Russian Federation of 16.04.2015 № 2303p -P13 and introduction of appropriate amendments in the Long Term Development Programme of RusHydro Group in the period of one month.

2. Quarterly submission for consideration to the Board of Directors of the Company of the progress report of set of measures (activities list) on decrease in operating expenses as a part of the issues on the interim results of the Company's business plan execution for 2016 taking into account the fact that during the reporting quarter 2016, since report on the progress of execution of the Business plan for 2016 taking into account the fact that for the 3rd quarter 2016, as well as the question of the execution of the Business plan for 2016.

3. Quarterly presentation in the branch of the federal executive body of the progress report of set of measures (activities list) on decrease in operating expenses for 2016 based on the results of considering of related reports at the Board of Directors of the Company since the report on the interim results of the Company's business plan for the 2016 taking into account the fact that for the 3rd quarter 2016.


Votingresults:

"For" - 12 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov,Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 0.

The resolution has been adopted.


Item 4.4: On introduction of occupational standards in Company's operations.


Resolution:

To request Chairman of the Management Board - General Director of PJSC RusHydro N.G. Shulginov to provide:

1. Development and approval of the plan of measures set (activities list) for the introduction of occupational standards in the Company's operations subject to the Regulations of the Federal Law of 02.05.2015 № 122-FZ "On Amendments to the Labor Code of the Russian Federation and the Articles 11 and 73 of the Federal Law on Education in the Russian Federation” for 30.10.2016

2. Submission for consideration to the Board of Directors of the Company of the progress report of set of measures (activities list) on introduction of occupational standards in Company's operations at least one time per year.


Votingresults:

"For" - 11 (P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).

The resolution has been adopted.


Item 4.5: On approval of the Innovative Development of RusHydro Group for 2016 - 2020 with an outlook for 2025.


Resolution:

To request Chairman of the Management Board - General Director of PJSC RusHydro N.G. Shulginov to provide submission for approval inside of official meeting of the Board of Directors of the Company of the Innovative Development of RusHydro Group for 2016 - 2020 with an outlook for 2025 (hereinafter PID RusHydro Group) within 30 calendar days after coordination between the PID Group RusHydro federal executive bodies and the Interdepartmental Commission for Technological Development of the Presidium of the Presidential Council of the Russian Federation on economic modernization and innovative development of Russia in accordance with Government Directives of the Russian Federation of 03.03.2016 № 1471p-P13.


Votingresults:

"For" - 11 (P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).

The resolution has been adopted.


Item 4.6: On the procedure for he identification and realization of non-core assets


Resolution:

1. To take into consideration the information on:

- approval by Company's Board resolution of 23.02.2016 (Minutes of 23.06.2016 № 239) of Regulations on the procedure for disposal of non-core assets of PJSC "RusHydro";

- approval by Company's Board resolution of 23.02.2016 (Minutes of 23.06.2016 № 239) of plan for the implementation of the program of alienation of Company's non-core assets in the form of the Register of non-core assets for 2016 and its allocation on the Interdepartmental portal for public property management (hereinafter Interdepartmental portal) with quarterly detailing;

- approval by Company's Board resolution of 19.02.2016 (Minutes of 20.02.2016 № 231) of annual report on the implementation of measures under the disposal of non-core assets in 2015, according to the Register of Company's non-core assets in 2015 and its allocation on the Interdepartmental portal;

- allocation of information on the realization of non-core assets, defined by orders of Federal Property Management Agency of 24.10.2012 № 15/47697 and from 11.10.2012 № 15/44858, on the Interdepartmental portal.

2. To request Chairman of the Management Board - General Director of PJSC RusHydro N.G. Shulginov to provide:

2.1. Direction for approval to the Federal Property Management Agency of projects of Alienation Programs of Company's non-core assets and the Register of non-core assets, actualized in accordance with the Guidelines for the identification and alienation of non-core assets approved by the orders of the Russian Government of 07.07.2016 № ISH-P13-4065, in the period by 22.08.2016.

2.2. Submission for consideration to the Board of Directors of the Company of projects of Alienation Programs of Company's non-core assets and the Register of non-core assets within 20 working days after their concordance by the Commission at the Ministry of Economic Development of Russia.

2.3. Quarterly consideration on the Board of Directors of the Company of the reports on the implementation of the Alienation Programme of Company's non-core assets with the mandatory placement of appropriate materials on the Interdepartmental portal.

2.4. Expansion of the regulations of the Russian Federation Government directives on 07.07.2016 № 4863p-P13 to the subsidiaries.


Votingresults:

"For" - 11 (P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov.)

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).

The resolution has been adopted.


Item 5: On approval of transactions concluded by the Company.


Item 5.1. On approval of an Agreement between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI, as an interested party transaction:


Resolution:

1. To determine that the agreement price on target reception between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI, as an interested party transaction that does not determined on the nature of the transaction.

2. To approve the agreement price on target reception between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI (hereinafter Agreement), as an interested party transaction on the following material terms:

Parties to the Agreement:

Customer - PJSC "RusHydro";

Executor - the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI.

Subject of the Agreement:

In 2016 the executor is obliged to organize the target reception of 9 (nine) citizens who have signed an agreement on targeted training with the Customer, and the Customer is obliged to organize the practice of citizens who have signed an agreement on targeted training in accordance with the educational plan of the Executive.

The reception is organized under the quota of target reception for obtaining of higher education released from the volume of set for the next year the target figures of citizens reception to study at the expense of the federal budget allocations, budget of a constituent entity of the Russian Federation or local budgets.

Timeline for delivery of services by the Agreement:

From the date of signing the Agreement by the Parties until 31.08.2018.

Price of the Agreement:

Not determined based on the nature of the transaction.


Votingresults:

"For" - 8 (P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N. R. Podguzov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin,)

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).

The Target Reception agreement concluded between PJSC RusHydro and the Federal State Budgetary Educational Institution of Higher Education National Research University MPEI is recognized in accordance with Article 81 of the Federal Law “On Joint Stock Companies” is as an interested party transaction with regard to the member of the Board of Directors of PJSC RusHydro N.D. Rogalyov at the same time being the rector of the Federal State-Funded Educational Institution f Higher Education “National Research University “MPEI”, to the member of the Board of Directors of PJSC RusHydro V.M. Kravchenko and the member of the Board of Directors, Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov who are also members of the Board of Trustees of the Federal State Budget Educational Institution of Higher Education National Research University MPEI.

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 of independent directors, who are not interested parties.

During counting of votes on this issue, the votes of members of PJSC RusHydro Board of Directors N.D. Rogalyov 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 Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov, recognised as the persons interested in the transaction and an independent director in accordance with Article 81 and Clause 3 of Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.

The resolution has been adopted.


Item 5.2: On approving the non-arm's length transactions.


Resolution:

1.1. To determine the price (monetary value) of services provided under the Supplement Agreement of 18.07.2016 № 3 to the Agreement of 08.07.2014 № УЦ-ГКК-049/14 on the rendering of services to ensure the work of Users in the System for transmitting and receiving the tax and accounting statements in electronic form (hereinafter Supplement Agreement, Agreement) as an interested party transaction, amounts to 134 500 (one hundred thirty four thousand five hundred) roubles 00 kopecks, including VAT (18%) - 20 516 (twenty thousand five hundred sixteen) roubles 95 kopecks.

1.2. To approve the supplement Agreement as an interested party transaction on the following material terms:

Parties:

Executor - JSC "GNIVC".

User — PJSC RusHydro;

Subject of the Supplementary Agreement:

Change of the essence of the Agreement on rendering services to ensure the work of users in the System for transmitting and receiving the tax and accounting statements in electronic form, in particular:

Renewal of the contract for 12 (twelve) months from the date of issue to the user of the verification key certificate of electronic signature instead of a the verification key certificate of electronic signature, the validity of which ended July 10, 2016

Establishing the cost of services for the new term of the Agreement in the amount of 134,500 (one hundred thirty four thousand five hundred) roubles 00 kopecks, including VAT (18%) - 20 516 (twenty thousand five hundred and sixteen) roubles 95 kopecks.

The cost of services per one quarter amounts 33 625 (thirty-three thousand six hundred twenty-five) roubles 00 kopecks, including VAT (18%) - 5,129 (five thousand one hundred twenty-nine) roubles 24 kopecks.

Term of the Supplementary Agreement:

The Supplement Agreement shall enter into force from the date of its signing and shall be valid until the Parties completely fulfill their obligations stipulated in the present Agreement.

Price of the Supplementary Agreement:

Shall be determined in accordance with paragraph 1.1 hereof.

2.1. To determine the price (monetary value) of services / works, rendered / performed under the Agreement of services rendering for the production of qualified verification key certificate of electronic signature in the key carrier of Rutoken Lite (hereinafter - the Agreement) as an interested party transaction, amounts to 61 000 (Sixty-one thousand) roubles 00 kopecks, including VAT (18%) - 9305 (nine thousand three hundred and five) roubles 08 kopecks.

2.2. To approve the Agreement as an interested party transaction on the following material terms:

Parties to the Agreement:

Executor - JSC "GNIVC".

Customer - PJSC "RusHydro".

Subject of the Agreement:

The executor is obliged on the basis of Customer's application to product qualified verification key certificate of electronic signature in the key carrier of Rutoken Lite (hereinafter VKC) in the amount of 20 (twenty) pieces with the registration of VKC in the VKC registry and providing customers access to a certificate revocation list (published at the Executor's Internet website), and the Customer is obliged to accept and pay for the work performed for the production of VKC.

Timeline for delivery of services/work:

Executor after receipt of advance sum to his current account on the basis of Customer's application, in the presence of the Customer produces VKC in the Executor's Certification centre and at the same time registers it to the VKC Registry no later than 15 days from the date of conclusion of the agreement.

Validity of the Agreement:

The Agreement shall enter into force on the date of its signing, is applicable to the relations of the Parties arising from July 25, 2016 and is valid until the full execution of obligations by the Parties.

Price of the Agreement:

Shall be determined in accordance with paragraph 2.1 hereof.


Votingresults:

"For" - 11 (M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin,)

"Against" — 0.

“Abstain” — 0.

Supplement Agreement to Agreement for the provision of services to ensure the work of users in the System of transmit and receipt of the tax and accounting statements in electronic format, as well as the Agreement for the provision of services of production of qualified certificates of electronic signature verification keys in the key carriers Rutoken Lite, concluded between PJSC RusHydro and Joint Stock Company Chief Scientific Innovation Implementation Centre (JSC CSIIC), are recognised in accordance with Article 81of the Federal Law On Joint-Stock Companies as an interested party transaction with regard to the Russian Federation represented by Federal Property Management Agency - Company Shareholder and JSC CSIIC holding more than 20% of shares of the parties to transactions.

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 of independent directors, who are not interested parties.

During counting of votes on this item, the vote of the member of the Board of Directors, Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov, recognised as an non-independent director in the transaction in accordance with Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account.

The resolution has been adopted.


Item 5.3: On approval of the Agreement for compensated rendering of services between Company and ll-Russian employers' association, being an interested party transaction


Resolution:

1. To determine the price (monety value) of services provided under the agreement for compensated rendering of services between PJSC "RusHydro" and all-Russian employers' association "RUIE", being interested party transaction, in the amount of 230,000 (two hundred twenty thousand) roubles 00 kopecks, including VAT ( 18%) - 35 084 (thirty five thousand eighty four) roubles 74 kopecks.

2. To approve the Agreement for compensated rendering of services as an interested party transaction on the following material terms:

Parties to the Agreement:

Customer - PJSC "RusHydro";

Executor - All-Russian Association of Employers “Russian Union of Industrialists and Entrepreneurs” (RUIE)

Subject of the Agreement:

The Executor shall provide the Customer with services for organizing and conducting the public assurances of non-financial reporting in the field of sustainable development RusHydro Group for 2015 and the Customer is obliged to pay for these services.

The period of services rendering:

From the date of signing the Agreement by the Parties until 31.12.2016.

Price of the Agreement:

230,000 (two hundred twenty thousand) roubles 00 kopecks, including VAT (18%) - 35 084 (thirty-five thousand eighty four) roubles 74 kopecks.


Votingresults:

"For" - 10 (P. S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin,)

"Against" — 0.

“Abstain” — 1 (M.S. Bystrov).

Paid Service Agreement concluded between PJSC RusHydro and All-Russian Employers’ Association RUIE, recognised in accordance with Article 81of the Federal Law On Joint-Stock Companies is as an interested party transaction with regard to the member of the Board of Directors,Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov who are also members of the Management Board of All-Russian Employers' Association RUIE.

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 of independent directors, who are not interested parties.

During counting of votes on this item, the vote of the member of the Board of Directors, Chairman of the Management Board - Director General of PJSC RusHydro N.G. Shulginov, recognised as the person interested in the transaction and a non-independent director in accordance with Article 81 and Clause 3 of Article 83 of the Federal Law On Joint-Stock Companies, shall not be taken into account

The resolution has been adopted.


Chairman

of the Board of Directors Yu.P. Trutnev

Corporate Secretary M.V. Zavalko

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok