Minutes of 14.11.2016 №243

MINUTES

OF THE MEETING OF THE BOARD OF DIRECTORS No. 243


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

November 11, 2016, 6.00 p.m.

(Moscow time).

Date of drawing up the Minutes:

November 14, 2016

Form of the Meeting:

absentee voting.

Place of counting the votes:

7, Malaya Dmitrovka St., Moscow

PJSC RusHydro

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors

who participated in the voting:


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 the meeting of the Board of Directors is present.


AGENDA OF THE MEETING:

  1. On approval of the Typical Collective Agreement of PJSC RusHydro Branch for 2017-2019.
  2. On preliminary approval of the resolutions on carrying out Company's transactions with shares and stakes of entities with equity participation by the Company.
  3. On the Company's priority activities.
  4. On ceasing equity participation and on participation of the Company in other entities.
  5. On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda items of the subsidiaries' management entities.
  6. On approval of transactions carried out by the Company.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On approval of the Typical Collective Agreement of PJSC RusHydro Branch for 2017-2019.


Resolution:

1. Approve the Typical Collective Agreement of PJSC RusHydro Branch for 2017-2019 as set out in Annex No. 1 to this Resolution.

2. Entrust the Chairman of the Management Board – General Director N.G. Shulginov with ensuring conclusion of the collective agreements of the Company's branches1 for 2017-2019 in accordance with the Typical Collective Agreement of PJSC RusHydro Branch for 2017-2019 in the manner and within the terms established by the Labour Code of the Russian Federation.


Voting results:

“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.

“Abstained” — 0.

The resolution has been adopted.


Item 2: On preliminary approval of the resolutions on carrying out Company's transactions with shares and stakes of entities with equity participation by the Company.


Resolution:

1. Determine the price of the acquired shares of JSC Sakhalin GRES-2 in the amount not exceeding 2,016,480,000 (two billion sixteen million four hundred eighty thousand) at the offering price of one (1) ruble per share.

2. Approve the Company's acquisition of additional shares of JSC Sakhalin GRES-2 on the following conditions:

  • The number, category (type), the par value of acquired shares of JSC Sakhalin GRES-2: not exceeding 2,016,480,000 (two billion sixteen million four hundred eighty thousand) additional ordinary registered uncertified shares, the par value of one share is one (1) ruble;
  • The seller: Sakhalin GRES-2 Joint Stock Company
  • Method of acquisition: the acquisition of additional shares of JSC Sakhalin GRES-2 when they are placed by private subscription;
  • The price of shares to be acquired: not exceeding 2,016,480,000 (two billion sixteen million four hundred eighty thousand) rubles;
  • The share of PJSC RusHydro in the authorized capital of JSC Sakhalin GRES-2 prior to the acquisition of shares: 100%;
  • The share of PJSC RusHydro in the authorized capital of JSC Sakhalin GRES-2 after the acquisition of shares: 100%;
  • The source of funds contributed as payment for the acquired shares of JSC Sakhalin GRES-2: funds received as payment of the authorized capital of PJSC RusHydro, pursuant to the Decree of the President of the Russian Federation No. 1564 dated November 22, 2012 “On Further Development of the Public Joint Stock Company Federal Hydrogeneration Company – RusHydro” in accordance with the Agreement on the Provision of Public Investment No. 01-08/827 dated from 18.12.2012, previously directed as payment of the authorized capital of JSC Blagoveshchensk CHP and returned with a decrease in the authorized capital of JSC Blagoveshchensk CHP by reducing the par value of the shares in the amount not exceeding 2,016,480,000 (two billion sixteen million four hundred eighty thousand) rubles. 


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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" — 2 (M.S. Bystrov, V.M. Kravchenko).

The resolution has been adopted.


Item 3: On the Company's priority activities:

CONFIDENTIAL.


Item 3.1: The item and the resolution made are of confidential nature.


Voting results:

“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.

“Abstained” — 0.

The resolution has been adopted.


CONFIDENTIAL.


Item 3.2: The item and the resolution made are of confidential nature.


Voting results:

“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.

“Abstained” — 0.

The resolution has been adopted.


Item 3.3: On the election of the Corporate Secretary of the Company and termination of his powers;


Resolution:

1. Terminate the powers of the Corporate Secretary of the Company Zavalko Maksim Valentinovich.

2. Elect Kovaleva Natalya Gennadevna as the Corporate Secretary of the Company.


Voting results:

“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.

“Abstained” — 0.

The resolution has been adopted.


Item 3.4: On introducing changes into the Regulation on the Purchase of Goods for the needs of PJSC RusHydro.


Resolution:

Introduce changes into the Regulation on the Purchase of Goods for the needs of PJSC RusHydro approved by the Board of Directors of PJSC RusHydro (Protocol No. 239 dated 23.06.2016, (as amended the protocols No. 240 dated 11.08.2016, No. 242 dated 10.10.2016) as set out in Annex No. 4 to this Resolution.


Voting results:

“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.

“Abstained” — 0.

The resolution has been adopted.


Item 3.5: On transactions with the Company's shares held by the Companies incorporated in RusHydro Group.


Resolution:

1. Deem expedient obtaining the following shares as a pledge by the Company:

  • 13,083,511,503 (Thirteen billion eighty-three million five hundred eleven thousand five hundred three) registered ordinary shares of
    PJSC RusHydro held by JSC Hydroinvest at the date of adopting this resolution;
  • 300,507,407 (Three hundred million five hundred seven thousand four hundred seven) registered ordinary shares of PJSC RusHydro acquired by
    JSC Hydroinvest from JSC Zaramagskiye HPPs and JSC ChirkeyGESstroy in accordance with this resolution;
  • 1,571,912,023 (One billion five hundred seventy-one million nine hundred twelve thousand twenty-three) registered ordinary shares
    of PJSC RusHydro held by LLC Index of Energy - HydroOGK;
  • 566,824 (Five hundred sixty-six thousand eight hundred twenty-four) registered ordinary shares of PJSC RusHydro held by LLC EZOP.

2. Instruct the representatives of PJSC RusHydro in the Management Entities of
JSC Zaramagskiye HPPs, JSC ChirkeyGESstroy, JSC Hydroinvest to vote “FOR” adopting resolutions that enable carrying out the following transactions with the shares of PJSC RusHydro:

2.1. Expropriation by JSC Zaramagskiye HPPs in favour of JSC Hydroinvest of 271,302,097 (Two hundred seventy-one million three hundred two thousand ninety-seven) registered ordinary shares of PJSC RusHydro at the price per one (1) share equal to the weighted average price of one (1) share of PJSC RusHydro determined by the results of public sale during the day of the transaction determining all essential conditions of the transfer of securities.

2.2. Expropriation by JSC ChirkeyGESstroy in favour of JSC Hydroinvest of 29,205,310 (Twenty-nine million two hundred five thousand three hundred ten) registered ordinary shares of PJSC RusHydro at the price per one (1) share equal to the weighted average price of one (1) share of PJSC RusHydro determined by the results of public sale during the day of the transaction determining all essential conditions of the transfer of securities.


Voting results:

“For” — 9 (P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

“Against” — 1 (V.M. Kravchenko).

“Abstrained” — 2 (M.S. Bystrov, A.N. Shishkin).

The resolution has been adopted.


Item 3.6: On issues of the Strategy Committee under the Board of Directors of PJSC RusHydro.


Resolution:

1. Determine a quantitative composition of the Strategy Committee under the Board of Directors of the Company – 13 persons.

2. Elect the Strategy Committee in the following composition:



Full Name

Position

1

Pavel Sergeevych

Grachyov

General Director of LLC UK Polyus, member of the Board of Directors of the Company;

2

Igor Anatolyevich

Zadvornov

Head of the Secretariat of the Deputy Chairman of the Government of the Russian Federation – Russian Presidential Plenipotentiary Envoy
to the Far Eastern Federal District;

3

Viktor Viktorovich

Mamin

Minister Counsellor, Director of the Department for Corporate Management, Pricing Environment, Control and Auditing work in Fuel and Energy sector of the Minenergo of Russia;

4

Vasiliy Vladislavovich

Nikonov

Director of the Energy Department of OJSC Rosneft Oil Company;

5

Yevgeny Aleksandrovich

Olkhovich

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

6

Nikolay Radievich

Podguzov

Deputy Minister – the Ministry for Economic Development of the Russian Federation, member of the Board of Directors of the Company;

7

George Ilyich

Rizhinashvili

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

8

Nikolay Dmitrievich

Rogalev

Chancellor of the Federal State Government-Funded Institution of Higher Education Moscow Economic Institute

9

Maksim Viktorovich

Rusakov

Member of the Board - Head of the Competitive Pricing Development Administration of the Association NP Market Council;

10

Pavel Nikolayevich

Snikkars

Director of the Electric Power Development Department of Minenergo oF Russia;

11

Sergey Vladimirovich

Shishin

Senior Vice President of PJSC VTB Bank, member of the Board of Directors of the Company;

12

Andrey Nikolayevich

Shishkin

Vice President for Energy, Localization and Innovation of OJSC Rosneft Oil Company, member of the Board of Directors of PJSC RusHydro;

13

Nikolay Grigoryevich

Shulginov

Chairman of the Management Board – General Director of the Company, member of the Board of Directors of the Company.

3. Elect Igor Anatolyevich Zadvornov as the Chairman of the Strategy Committee under the Board of Directors of the Company.


Voting results:

“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.

“Abstained” — 0.

The resolution has been adopted.


Item 3.7: On the Company's priority activities: on the model of the construction project management of the generating capacities in the Far East.


Resolution:

1. Take note of the information on the measures aimed at improving the efficiency of the implementation of and control over the capital construction of 4 facilities in the Far East (Yakutsk GRES-2 (1st phase), 2nd phase of Blagoveshchensk CHP, CHP in Sovetskaya Gavan, Sakhalin GRES-2 (1st phase)), as well as measures of responsibility taken against those responsible for the organization of the construction of the above facilities.

2. Approve the following model of the construction project management of the generating capacities in the Far East:

  • transfer of powers of sole executive bodies of JSC Sakhalin GRES-2, JSC CHP in Sovetskaya Gavan, JSC Yakutsk GRES-2 (Subsidiaries) to a management organization - Joint Stock Company Managing Company HydroOGK (JSC UK HydroOGK);
  • independent exercising the rights to shares of the Subsidiaries of PJSC RusHydro.

3. In order to implement the model of the construction project management of the generating capacities in the Far East (Item 1 of this Resolution) entrust the Chairman of the Management Board – General Director of PJSC RusHydro N.G. Shulginov with:

3.1. Ensuring the transfer of powers of the sole executive bodies of the Subsidiaries carrying out the construction to the management organization – JSC UK HydroOGK;

3.2. Within two weeks from the date of adoption of this resolution to ensure the return to PJSC RusHydro of the rights to the shares of the Subsidiaries carrying out the construction transferred to the trust management of PJSC RAO ES of East under the Trust Deed No. OG-175-169-2013 dated 23.12.2013.


Voting results:

“For” — 9 (M.S. Bystrov, S.N. Ivanov, V.V. Pivovarov, N.R. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” – 1 (N.R. Podguzov)

“Abstrained” — 2 (P.S. Grachyov, V.M. Kravchenko).

The resolution has been adopted.


Item 4: On ceasing equity participation and on equity participation of the Company in other entities.


Resolution:

1. Approve ceasing equity participation of PJSC RusHydro in JSC Malaya Dmitrovka by contributing shares of JSC Malaya Dmitrovka as a contribution in the authorized capital of LLC ServisNedvizhimost RusHydro (LLC SNRG) on the following conditions:

  • The number of shares of JSC Malaya Dmitrovka contributed by PJSC RusHydro in the authorized capital of LLC SNRG is 4,819,782,000 registered uncertified shares that equals to 100% of the authorized capital of JSC Malaya Dmitrovka.
  • The value of one (1) share of JSC Malaya Dmitrovka as of making a contribution to the authorized capital of LLC SNRG is 1.02 (one point 02/100) rubles.
  • The total value of the contribution of PJSC RusHydro to the authorized capital of LLC SNRG is 4,935,000,000 (four billion nine hundred thirty-five million) rubles in accordance with the evaluation report of LLC SRG-Appraisal No. 372-AA-YAA/16 dated 15.09.2016.
  • The nominal value of the share of PJSC RusHydro in the authorized capital of LLC SNRG after the contribution: 4,935,000,000 (four billion nine hundred thirty-five million) rubles.
  • The share of PJSC RusHydro in the authorized capital of JSC Malaya Dmitrovka prior to the contribution to the authorized capital of LLC SNRG is 100%;
  • The share of PJSC RusHydro in the authorized capital of JSC Malaya Dmitrovka after the contribution to the authorized capital of LLC SNRG is 0%.

2. Approve equity participation of PJSC RusHydro in LLC SNRG through contribution of 100% shares of JSC Malaya Dmitrovka held by PJSC RusHydro into the authorized capital of LLC SNRG on the following conditions:

  • The number of shares of JSC Malaya Dmitrovka contributed by PJSC RusHydro in the authorized capital of LLC SNRG is 4,819,782,000 registered uncertified shares that equals to 100% of the authorized capital of JSC Malaya Dmitrovka.
  • The value of one (1) share of JSC Malaya Dmitrovka as of making a contribution to the authorized capital of LLC SNRG is 1.02 (one point 02/100) rubles.
  • The total value of the contribution of PJSC RusHydro to the authorized capital of LLC SNRG is 4,935,000,000 (four billion nine hundred thirty-five million) rubles in accordance with the evaluation report of LLC SRG-Appraisal No. 372-AA-YAA/16 dated 15.09.2016.
  • The nominal value of the share of PJSC RusHydro in the authorized capital of LLC SNRG after the contribution: 4,935,000,000 (four billion nine hundred thirty-five million) rubles.
  • The share of PJSC RusHydro in the authorized capital of LLC SNRG prior to the contribution is 0%.
  • The share of PJSC RusHydro in the authorized capital of LLC SNRG after summing up the contribution to the authorized capital of LLC SNRG is 78.541781%;

3. To the Chairman of the Management Board – General Director N.G. Shulginov after summing up the Company's contribution to the authorized capital of LLC SNRG to ensure the implementation of the following measures:

  • merger of JSC Malaya Dmitrovka to LLC SNRG no later than six (6) months from the date of contribution of the shares of JSC Malaya Dmitrovka as a contribution to the authorized capital of LLC SNRG, as a result of which it is not allowed to change the Company's interest in the authorized capital of LLC SNRG;
  • imposing a ban on carrying out transactions aimed at expropriation (possibility of expropriation), encumbrance or disposal in any other manner of the assets of JSC Malaya Dmitrovka until the completion of merger of JSC Malaya Dmitrovka with LLC SNRG.

Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstrained” — 2 (M.S. Bystrov, V.M. Kravchenko). (individual opinion is attached)).

The resolution has been adopted.


Item 5: On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda items of the subsidiaries' management entities.


Item 5.1: On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda items of the subsidiaries' management entities. ‘On the acquisition by JSC B.E. Vedneev VNIIG of the share in the authorized capital of LLC SNRG which value exceeds 15% of the book value of assets of JSC B.E. Vedneev VNIIG determined based on the data of its accounting reports as of the last reporting date.’


Resolution:

1. Instruct the representatives of PJSC RusHydro in the management entities of JSC B.E. Vedneev VNIIG to vote “FOR” adopting the following resolution:

‘Approve carrying out by JSC B.E. Vedneev VNIIG of interrelated transactions aimed at the acquisition of the share in the Limited Liability Company ServisNedvizhimost RusHydro (LLC SNRG) which price is more than 15 percent of the book value of assets of JSC B.E. Vedneev VNIIG determined based on the data of its accounting reports as of the last reporting date through the contribution of JSC B.E. Vedneev VNIIG in the authorized capital of LLC SNRG on the following conditions:

  • list of assets of JSC B.E. Vedneev VNIIG being the contribution to the authorized capital of LLC SNRG is provided in Annex No. 5 (hereinafter – the Assets).
  • the total value of the Assets is 830,035,000 (Eight hundred thirty million thirty five thousand) rubles according to the evaluation reports (LLC Ruspromotsenka Agency No. 4168 dated 12.09.2016, LLC SRG-Appraisal No. 373-AA-YAA/16 dated 15.09.2016);
  • par value of the share of JSC B.E. Vedneev VNIIG in the authorized capital of LLC SNRG after the contribution: 830,035,000 (Eight hundred thirty million thirty five thousand) roubles;
  • share of JSC B.E. Vedneev VNIIG in the authorized capital of LLC SNRG prior to the contribution is 0%;
  • share of JSC B.E. Vedneev VNIIG in the authorized capital of LLC SNRG after the contribution of JSC B.E. LLC SNRG in the authorized capital of LLC SNRG is 61.562509%’.

2. To the Management Board of the Company prior to obtaining the direct control of the Company in the authorized capital of LLC SNRG to ensure compliance of LLC SNRG with the ban on carrying out transactions aimed at expropriation (possibility of expropriation), encumbrance or disposal in any other manner of the fixed assets contributed by JSC B.E. Vedneev VNIIG in the authorized capital of LLC SNRG including land plots and tenant rights to them.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstrained” — 2 (M.S. Bystrov, V.M. Kravchenko). (individual opinion is attached)).

The resolution has been adopted.


Item 5.2: On determination of the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda items of the management entity of JSC Sakhalin GRES-2: ‘On determining the number, par value, category (type) of the authorised shares and rights granted thereby’; ‘On increase of the authorized capital of JSC Sakhalin GRES-2 through placing additional shares.’


Resolution:

1. Instruct the representatives of PJSC RusHydro at the General Meeting of Shareholders of JSC Sakhalin GRES-2 ‘On determining the number, par value, category (type) of the authorised shares and rights granted thereby’ to vote “FOR” the adoption of the following resolution:

‘Determine that JSC Sakhalin GRES-2 is entitled to additionally place 2,016,480,000 (Two billion sixteen million four hundred eighty thousand) registered ordinary uncertified shares with a par value of one (1) ruble each in total, in terms of par value, amounting to 2,016,480,000 (two billion sixteen million four hundred eighty thousand) rubles (authorized shares).

Establish that the authorized shares grant the same volume of rights that the placed shares of the same category (type).’

2. Instruct the representatives of PJSC RusHydro at the General Meeting of Shareholders of JSC Sakhalin GRES-2 ‘On increase of the authorized capital of JSC Sakhalin GRES-2 through placing additional shares’ to vote “FOR” the adoption of the following resolution:

Increase the authorized capital of JSC Sakhalin GRES-2 through placing additional registered ordinary uncertified shares in the amount of 2,016,480,000 (two billion sixteen million four hundred eighty thousand) shares with a par value of one (1) ruble each in total, in terms of par value, amounting to 2,016,480,000 (two billion sixteen million four hundred eighty thousand) rubles;

The way of placing additional shares: closed subscription;

The price of placing additional shares: one (1) ruble per one share;

The persons, among which it is supposed to place additional shares include: Public Joint-Stock Company Federal Hydro-Generating Company – RusHydro (PSRN 1042401810494);

Form of payment for additional shares:

monetary funds;

The procedure of payment for additional shares:

the shares shall be paid for in full upon placement.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstrained” — 2 (M.S. Bystrov, V.M. Kravchenko).

The resolution has been adopted.


Item 5.3: On determining the position of PJSC "RusHydro" (representatives of PJSC "RusHydro") on the agenda items of the meetings of the management entities of JSC Hydroinvest: ‘On the approval of the major transaction carried out by JSC Hydroinvest.’


Resolution:

1. Instruct the representatives of PJSC RusHydro in the management entities of
JSC Hydroinvest to vote “FOR” the adoption of the following resolution: ‘On the approval of the major transaction carried out by JSC Hydroinvest’:

Approve the conclusion of the Share Pledge Agreement (hereinafter – the Agreement) being a major transaction, on the following essential conditions:

The Parties to the Pledge Agreement:

The Pledger – JSC Hydroinvest

The Pledgee — PJSC RusHydro;

Subject of the Pledge Agreement:

The Pledger, in order to ensure fulfilment of their obligations to the Pledgee, pledges no more than 13,384,018,910 (thirteen billion three hundred eighty-four million nine hundred ten eighteen thousand) registered ordinary shares of PJSC RusHydro (hereinafter – the Subject of Pledge).

The Pledge secures the Pledger's obligations to the Pledgee to repay the loan and pay interest under the Loan Agreement concluded between PJSC RusHydro and JSC Hydroinvest (hereinafter – the Loan Agreement) on the following conditions:

The Parties to the Loan Agreement:

The Lender – PJSC RusHydro;

The Borrower – JSC Hydroinvest;

Loan limit: no more than 250,000,000 (two hundred fifty million) rubles.

The interest rate on the loan: seventy-five (75) percent per annum of the key rate of the Central Bank of the Russian Federation plus zero point zero one (0.01) percent per annum.

Loan repayment period: on demand but not later than five (5) business days from the date of receipt of the Lender's request by the Borrower regarding the loan repayment.

The terms of the loan – by non-renewable installments based on the Borrower's request.

Intended use of the loan – for the financing of the Borrower's costs of acquisition of the registered ordinary shares of PJSC RusHydro held by JSC Zaramagskiye HPPs and JSC ChirkeyGESstroy.

The price of the Loan Agreement is determined as the product of the weighted average price of one (1) share of PJSC RusHydro determined by the results of public sale during the day of the signing the Agreement and the number of shares of PJSC RusHydro pledged.

2. To the Management Board of PJSC RusHydro to ensure adopting the necessary resolutions relating to the issuing of the loan to JSC Hydroinvest to acquire shares of PJSC RusHydro held by JSC Zaramagskiye HPPs and
JSC ChirkeyGESstroy in accordance with this Resolution.


Voting results:

“For” — 9 (P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.R. Podguzov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, N.G. Shulginov).

“Against” — 1 (V.M. Kravchenko).

“Abstrained” — 2 (M.S. Bystrov, A.N. Shishkin).

The resolution has been adopted.


Item 5.4: On determining the position of PJSC RusHydro (representatives of PJSC RusHydro) in the management entities of JSC ESC RusHydro:

‘On the approval of Sales Contracts of the share in the authorized capital of LLC ESKB executed by JSC ESC RusHydro being the major interrelated transactions and transactions relating to the expropriation of shares of the company which is a subsidiary of the JSC ESC RusHydro and engaged in sales of electric power.’


Resolution:

Instruct the representatives of PJSC RusHydro in the Board of Directors of JSC ESC RusHydro ‘On the approval of Sales Contracts of the share in the authorized capital of LLC ESKB executed by JSC ESC RusHydro being the major interrelated transactions and transactions relating to the expropriation of shares of the company which is a subsidiary of the JSC ESC RusHydro and engaged in sales of electric power’ to vote “FOR” the adoption of the following resolution:

1. Determine the price (estimated monetary value) of the share in the authorized capital of LLC ESKB with a par value of 50,869,491 (fifty million eight hundred sixty-nine thousand four hundred ninety-one) ruble 30 kopecks constituting 99.999% of the authorized capital of LLC ESKB expropriated by JSC ESC RusHydro in favour of JSC Inter RAO Capital, in the amount of 4,099,959,000 (four billion ninety-nine million nine hundred fifty-nine thousand) rubles 00 kopecks.

2. Determine the price (estimated monetary value) of the share in the authorized capital of LLC ESKB with a par value of 508 (five hundred eight) rubles 70 kopecks constituting 0.001% of the share capital of LLC ESKB expropriated by JSC ESC RusHydro in favour of LLC INTER RAO Invest, in the amount of 41,000 (forty-one thousand) rubles 00 kopecks.

3. Approve the following Sales Contracts of the share in the authorized capital of LLC ESKB being the major interrelated transactions and transactions relating to the expropriation of shares of the company which is a subsidiary of the JSC ESC RusHydro and engaged in sales of electric power (hereinafter – the Contracts), on the following conditions:

The Parties:

- to the Contract 1:

The Seller – JSC ESC RusHydro,

The Buyer 1 – JSC Inter RAO Capital»;

- to the Contract 2:

The Seller – JSC ESC RusHydro,

The Buyer 2 – LLC INTER RAO Invest.

Subject of the Contracts:

Sale of 100% of the share in the authorized capital of LLC ESKB with a par value of 50,870,000 (fifty million eight hundred seventy thousand), including:

- under the Contract 1 the share of 99.999% of the authorized capital of LLC ESKB is being sold;

- under the Contract 2 the share of 0.001% of the authorized capital of LLC ESKB is being sold;

The Price of the Contracts:

- under the Contract 1: 4,099,959,000 (four billion ninety-nine million nine hundred fifty-nine thousand) rubles 00 kopecks;

- under the Contract 2: 41,000 (forty-one thousand) rubles 00 kopecks.

The share of JSC ESC RusHydro in the authorized capital of LLC ESKB:

- prior to its expropriation in accordance with this resolution – one hundred (100) %.

- after its expropriation in accordance with this resolution – zero (0) %.

Terms of Payment under the Contracts:

- under the Contract 1: Settlements between the Buyer 1 and the Seller shall be made in three (3) installments:

1) Installment 1 amounting to 2,599,959,000 (two billion five hundred ninety-nine million nine hundred fifty-nine thousand) rubles 00 kopecks through opening irrevocable covered letter of credit in the bank agreed by the Parties by the Buyer 1, the execution condition (opening) of which will be submission of the following documents by the Seller to the Executing Bank agreed by the Parties:

- original Contract 1;

- the extract from the Unified State Register of Legal Entities containing information on the fact that the Buyer 1 is the shareholder of LLC ESKB holding 99.99% of the share in the authorized capital of LLC ESKB.

2) Installment 2 amounting to 1,000,000,000 (one billion) rubles 00 kopecks shall be paid by the Buyer 1 by transferring funds to the Seller's account until 31.12.2016, but not before the date of fulfilment of the Seller's obligations to LLC ESKB on debt repayment in the amount of 1,600,000,000 (one billion six hundred million) rubles 00 kopecks in the manner and time specified in the contract between the Seller and LLC ESKB;

3) Installment 3 amounting to 500,000,000 (five hundred million) rubles 00 kopecks shall be paid by the Buyer 1 by transferring funds to the Seller's account until 31.03.2017, but not before the fulfilment of the Seller's obligations to LLC ESKB on debt repayment in the amount of 1,600,000,000 (one billion six hundred million) rubles 00 kopecks in the manner and time specified in the contract between the Seller and LLC ESKB, and provided that the Actual Size of the net debt of LLC ESKB (including financial debt and funds of LLC ESKB) as of 31.12.2016 will not exceed 1,410,000,000 (one billion four hundred ten million) rubles 00 kopecks (hereinafter – the Limit).

If the Actual Size of the net debt of LLC ESKB exceeds the limit, the amount of the Installment 3 and the Price of the Contract 1 shall be reduced accordingly:

- If the excess amount is less than 500,000,000 (five hundred million) rubles 00 kopecks – by the amount of the corresponding excess amount of the Actual Size of the net debt over the Limit;

- If the excess amount is more than 500,000,000 (five hundred million) rubles 00 kopecks – by 500,000,000 (five hundred million) rubles 00 kopecks, and the Installment 3 shall not be transferred by the Buyer 1. In this case the excess amount of the Actual Size of net debt over the Limit amount increased by 500,000,000 (five hundred million) rubles 00 kopecks shall be considered property losses of the Buyer 1 and and shall be paid by the Seller not later than 10 working days, starting from 03.31.2017.

- under the Contract 2: The Buyer 2 shall transfer 41,000 (forty-one thousand) rubles to the Seller's settlement account not later than 5 business days after the date of entry of the transfer of the share in LLC ESKB to the Buyer 2 in the Unified State Register of Legal Entities (hereinafter – USRLE);

Other terms and condition of the Contract 1:

The Seller's representations and warranties to the Buyer 1 that are relevant for the conclusion of the Contract 1 and which may have a significant impact on the financial result of the Contract 1 are provided in Annex 6 to this resolution.

The maximum amount of liability of JSC ESC RusHydro to the Buyer 1 for the losses caused to the Buyer 1 by unreliability of such Seller's representations and warranties shall be 600,000,000 (six hundred million) rubles.’


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstrained” — 2 (M.S. Bystrov, V.M. Kravchenko).

The resolution has been adopted.


Item 5.5: On determining the position of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda item of management entity of PJSC RAO ES of the East: ‘On increase of the authorized capital of PJSC RAO ES of the East through placing additional shares.’


Resolution:

Instruct the representatives of PJSC RusHydro in the Board of Directors of PJSC RAO ES of the East ‘On increase of the authorized capital of PJSC RAO ES of the East through placing additional shares’

to vote “FOR” the adoption of the following resolution:

‘Increase the authorized capital of PJSC RAO ES of the East through placing additional registered ordinary uncertified shares in the amount of 568,077,321 (five hundred sixty eight million seventy-seven thousand three hundred twenty-one) share with a par value of zero point five (0.5) ruble each in total, in terms of par value, amounting to 284,038,660 (two hundred eighty four million thirty-eight thousand six hundred sixty) rubles;

The way of placing additional shares: open subscription;

The price of placing additional shares, including when exercising the pre-emptive right to the acquisition of the additional shares being placed: zero point five (0.5) ruble per one share;

Form of payment for additional shares: monetary funds;

Procedure of payment for additional shares — the shares shall be paid for in full upon placement.’


Voting results:

“For” — 11 (P.S. Grachyov, M.S. Bystrov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.R. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstrained” — 1 (N.R. Podguzov).

The resolution has been adopted.


Item 6: On approval of transactions carried out by the Company.


Item 6.1: On approval of the Lease Agreement for fixed assets concluded between PJSC RusHydro and PJSC FSK EES being a transaction on arm's length basis.


Resolution:

1. Determine that the rental fee under the Lease Agreement for fixed assets concluded between PJSC RusHydro and PJSC FSK EES, being a transaction on arm's length basis, will amount for the entire term of lease to 1,742,511 (One million seven hundred forty-two thousand five hundred eleven) rubles 76 kopecks, including 18% VAT - 265,806 (Two hundred sixty-five thousand eight hundred six) rubles 88 kopecks.

2. Approve the Lease Agreement for fixed assets as a transaction on arm's length basis, on the following conditions:

Parties to the Agreement:

The Lessor – PJSC RusHydro

The Lessee – PJSC FSK EES

Subject of the Agreement:

Under the Agreement the Lessor shall transfer and the Lessee shall accept for temporary use the parts of the hydraulic engineering facilities owned by the Lessor (hereinafter – the Facilities) for installation and maintenance of supports of the overhead transmission lines of 220 kV and 500 kV, and undertakes to pay for their temporary use.

The list and an area of the leased Facilities, as well as the lease term are specified in Annex 7 to this resolution.

The amount of the rental fee under the Agreement:

Monthly rental fee shall be 158,410 (one hundred fifty-eight thousand four hundred ten) rubles 16 kopecks, including 18% VAT - 24,164 (twenty four thousand one hundred sixty-four) rubles 26 kopecks.

The amount of rental fee for the entire term of lease shall be 1,742,511 (one million seven hundred forty-two thousand five hundred and eleven) rubles 76 kopecks, including 18% VAT - 265,806 (two hundred sixty-five thousand eight hundred six) rubles 88 kopecks.

Term of the Agreement:

This Agreement shall enter into force upon signing by the Parties and shall be valid till 31.01.2017; as concerns mutual settlements the Agreement shall be valid until full fulfilment of obligations by the Parties thereunder. The Parties agreed that the terms of this Agreement shall be applied to the relations which arose from 01.03.2016.


Voting results:

“For” — 9 (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.

“Abstrained” — 1 (M.S. Bystrov).

The Agreement between PJSC RusHydro and PJSC FSK EES is the transaction on arm's length basis due to the fact that the member of the Board of Directors of PJSC RusHydro P.S. Grachyov is at the same time the member of the Board of Directors of PJSC FSK EES.

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 thereto.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro P.S. Grachyov, who is recognised as an interested person in accordance with Article 83 of the Federal Law “On Joint-Stock Companies”, and the vote of N.G. Shulginov, who is recognized as a dependent director in accordance with paragraph 3 Article 83 of the Federal Law “On Joint-Stock Companies”, shall not be taken into account.

The resolution has been adopted.


Item 6.2: On approval of the transactions related to gratuitous transfer of the Company's assets.


Resolution:

1. Approve the conclusion of the Gift Contracts for the real estate property (apartments) located in Talakan urban settlement of the Bureya district of the Amur region, on the following conditions:

Parties to the Contracts:

The Donor – PJSC RusHydro;

The Donees – tenants of the apartments specified in Annex 8 to this Resolution.

Subject of the Contracts:

The Donor agrees to transfer the apartments to the Donees gratis in accordance with Annex 8 (hereinafter – the Assets).

Value of the Assets:

14,185,852 (fourteen million one hundred eighty-five thousand eight hundred fifty-two) rubles 64 kopecks, exempt from VAT.

2. Approve the sale of the real estate items (apartments) by the Company located in Talakan urban settlement of the Bureya district of the Amur region lower than the book (residual) value of these items at the market value determined by an independent appraiser in accordance with Annex 9 to this resolution.


Voting results:

“For” — 10 (P.S. Grachyov, S.N. Ivanov, 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.

“Abstrained” — 2 (M.S. Bystrov, V.M. Kravchenko).

The resolution has been adopted.


Item 6.3. On approval of the Supplementary Agreement to the Trust Deed between PJSC RusHydro and PJSC RAO ES of the East, being the transaction on arm's length basis.


Resolution:

1.1. Determine that the marginal price of the Trust Deed fNo. OG-175-169-2013 dated 23.12.2013 (hereinafter – the Deed), taking into account the Supplementary Agreement, being the transaction on arm's length basis, is 72,000 (seventy two thousand) rubles (including VAT) for the entire term of the Deed, but no more than 750 (seven hundred fifty) rubles per quarter (including VAT).

1.2. Approve the Supplementary Agreement to the Deed as the transaction on arm's length basis on the following essential conditions:

The Parties to the Supplementary Agreement:

The Trustor – PJSC RusHydro;

The Trustee – PJSC RAO ES of the East.

The Subject of the Supplementary Agreement:

1. The Trustee shall return the following shares from under the trust management owned by the Trustor to the Trustor (as concerns the execution of the rights to the shares, except for the right to receive dividends):

  • 12,995,500,000 (twelve billion nine hundred ninety five million five hundred thousand) registered ordinary uncertified shares of JSC Sakhalin GRES-2 (state issue registration number 1-01-58922-N dated 05.09.2013, the par value of one share is one (1) ruble);
  • 7,744,760,000 (seven billion seven hundred forty-four million seven hundred sixty thousand) registered ordinary uncertified shares of JSC CHP in Sovetskaya Gavan (state issue registration number 1-01-58919-N-001D dated 30.01.2014, the par value of one share is one (1) ruble);
  • 500,000 (five hundred thousand) registered ordinary uncertified shares of JSC CHP in Sovetskaya Gavan (state issue registration number 1-01-58919-N dated 16.08.2013, the par value of one share is one (1) ruble);
  • 16,861,500,000 (sixteen billion eight hundred sixty-one million five hundred thousand) registered ordinary uncertified shares of JSC Yakutsk GRES-2 (state issue registration number 1-01-58921-N dated 10.09.2013, the par value of one share is one (1) ruble).

2. Set out paragraph 6.1. of the Deed as follows:

‘6.1. The Trustee shall be paid remuneration in the amount of 750 (seven hundred and fifty) rubles per quarter. This remuneration shall include VAT (18%) in the amount of 114 (one hundred fourteen) rubles 40 kopecks.

The Price of the Deed taking into account the Supplementary Agreement:

Shall be determined in accordance with paragraph 1 of this resolution.


Voting results:

“For” — 9 (M.S. Bystrov, S.N. Ivanov, V.V. Pivovarov, N.R. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (N.R. Podguzov)

“Abstrained” — 2 (P.S. Grachyov, V.M. Kravchenko).

The Supplementary Agreement to the Trust Deed between PJSC RusHydro and PJSC RAO ES of the East is the transaction on arm's length basis due to the fact that the member of the Board of Directors of PJSC RusHydro N.G. Shulginov is at the same time the member of the Board of Directors of PJSC RAO ES of the East.

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 thereto.

During counting of votes on this item, the vote of the member of the Board of Directors N.G. Shulginov, who is recognised as an interested person and the dependent 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.



1 Except the Company's Branch – KorUnG

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