Minutes of 27.12.2016 №246

MINUTES No. 246

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):

December 26, 2016, 6.00 p.m.

(Moscow time).

Date of drawing up the Minutes:

December 27, 2016

Form of 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:


A.D. Avetisyan,

M.S. Bystrov,

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.

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. Take note of the interim results of implementation of the Company's Business Plan for 2016 taking into account actual figures for 9 months of 2016 (including reports on implementation of the Investment Program (in particular, the Complex Modernization Program for Generating Facilities), the Annual Comprehensive Procurement Plan for 9 months of 2016 and the Report on the Implementation of the Set of Measures (list of activities) to reduce operating expenses (costs) for 9 months of 2016).
  2. On the Company's priority activities.
  3. On the Company's equity participation and termination of equity participation in other organisations.
  4. On approval of the Company's transactions.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: Take note of the interim results of implementation of the Company's Business Plan for 2016 taking into account actual figures for 9 months of 2016 (including reports on implementation of the Investment Program (in particular, the Complex Modernization Program for Generating Facilities), the Annual Comprehensive Procurement Plan for 9 months of 2016 and the Report on the Implementation of the Set of Measures (list of activities) to reduce operating expenses (costs) for 9 months of 2016).


Resolution:

Approve the report on the interim results of implementation of the Business Plan for 2016 taking into account actual figures for 9 months of 2016 (including reports on implementation of the Investment Program (in particular, the Complex Modernization Program for Generating Facilities), the Annual Comprehensive Procurement Plan for 9 months of 2016 and the Report on the Implementation of the Set of Measures (list of activities) to reduce operating expenses (costs) for 9 months of 2016) (Annex 1 hereto).


Voting results:

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

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).


In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2: On the Company's priority activities.


Item 2.1: On consideration of the results of on-site inspections of the Russian Minenergo of the implementation of the investment projects “Reconstruction of Hydroturbines of the Branch of PJSC RusHydro — Cheboksarskaya HPP”, “Modernization of Hydraulic Units of the Branch of PJSC RusHydro — Cheboksarskaya HPP” and consideration of action plans to address identified observations adopted by PJSC RusHydro to ensure commissioning of the facilities.


Resolution:

Take note of the results of on-site inspections of the Russian Minenergo of the implementation of the investment projects “Reconstruction of Hydroturbines of the Branch of PJSC RusHydro — Cheboksarskaya HPP”, “Modernization of Hydraulic Units of the Branch of PJSC RusHydro — Cheboksarskaya HPP” and action plans to address identified observations adopted by PJSC RusHydro to ensure commissioning of the facilities.


Voting results:

“For” — 10 (A.D. Avetisyan, P.S. Grachyov, S.N. Ivanov, N.D. Rogalyov, V.V. Pivovarov, 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).

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2.2: On approval of the non-deliverable forward transaction on shares between PJSC RusHydro and VTB Bank (PJSC).


Resolution:

Approve the non-deliverable forward transaction for shares (hereinafter — “Non-Deliverable Forward” or “Transaction”) concluded between PJSC RusHydro and VTB Bank (PJSC) by entering into two non-deliverable forward contracts in relation to 40,000,000,000 (forty billion) additional ordinary uncertified shares of PJSC RusHydro and 15,000,000,000 (fifteen billion) ordinary uncertified shares of PJSC RusHydro owned by the companies incorporated in RusHydro Group (JSC Hydroinvest and LLC EZOP) on the following terms:


Parties to the Transaction:

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

Buyer — Public Joint-Stock Company Federal Hydrogeneration Company — RusHydro.


Subject of the Transaction:

The Seller shall pay the relevant amount to the Buyer, if it is positive, and the Buyer shall pay the absolute value of the amount to the Seller, if it is negative. The procedure for calculation of the payment amount is specified in the item “Price of the Transaction”.


Price of the Transaction:

Payment amount payable by the Seller or the Buyer shall be calculated as the product of the positive or negative difference between the Estimated Price (minuend) and the Forward Price (subtrahend) by the number of shares being the Underlying Asset of the Transaction.

The absolute value of the payment amount shall be paid by PJSC RusHydro to VTB Bank (PJSC) if the payment amount is negative. The payment amount shall be paid by VTB Bank (PJSC) to PJSC RusHydro if the payment amount is positive.


Shares (Underlying Asset):

Registered ordinary uncertified shares of PJSC RusHydro with a par value of 1 (one) ruble each.


The number of shares of the Underlying Asset:

55,000,000,000 (fifty five billion) shares (hereinafter — “the Package of Shares”).


Forward Price (per Share):

Forward Price (per one share of PJSC RusHydro) shall be determined as the sum of the par value of one Share of the Underlying Asset of the Transaction, accruals at the Forward Rate on the nominal value of one Share of the Underlying Asset and the Initial Payment net of the dividends paid to the Seller during the term of the Non-Deliverable Forward (per one share of PJSC RusHydro) and the total amount of payments actually paid by the Buyer at the time of calculation of the Forward Price.

The amount of dividends paid to the Seller shall be offset against subsequent quarterly payments on the due dates of such payments in the manner determined by the Parties to the Transaction in the confirmation of the Transaction.

The amount of the Initial Payment on the Non-Deliverable Forward is 0.5 (zero point five) percentage points of the par value of the Underlying Asset and shall be paid by the Buyer not later than three working days from the date of conclusion of the Transaction.

Intermediate payments on the Non-Deliverable Forward shall be made by the Buyer on a quarterly basis at a rate equal to the product of the charges on a par value of one Share of the Underlying Asset at the forward rate on the number of Shares of the Underlying Asset).


Forward Rate:

The absolute value in per cent per annum by 1.5 (one point five) percentage points in excess of the value of the key Bank of Russia rate during the corresponding accrual period.


Consultation fee in connection with the preparation for the implementation and justification of the Transaction:

300,000,000 (three hundred million) rubles in favour of JSC VTB Capital under the financial consulting contract in connection with the preparation for the implementation and justification of the Transaction.


Non-Deliverable Forward Term:

5 years


Estimated Price (per one share of PJSC RusHydro)

Shall be determined as the total weighted average price per one Share obtained on the basis of the selling price of Shares to a strategic investor or a combination of the best quotations obtained by the settlement agent (VTB Bank (PJSC)) for part of the package of Shares of the market participants and used for concluding purchase and sale transactions of the Shares, and (or) as the market value determined by an independent appraiser.

Procedure of using quotes of market participants (including their list) and (or) the report of an independent appraiser to determine the Estimated Price shall be determined by the Parties to the Transaction in the confirmation of the Transaction. The procedure and conditions of the expropriation of Shares shall be determined in agreement with the Federal Property Management Agency.


Method of payment: Cash payment.


Early execution and/or termination of the Transaction:

Early execution of the Transactions is only possible on the Buyer's initiative no earlier than thirty (30) months from the date of the Transaction. Additional fee for early execution shall not be charged.

Early execution of the Transaction in case of the sale of Shares to a strategic investor or through a public offering of shares shall be possible in the period from the date of the Transaction and up to 54 months from the date of the Transaction (in agreement with the Federal Property Management Agency).


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by two third majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2.3: On the terms of transfer of funds to the of the companies incorporated in RAO ES of the East Holding by PJSC RusHydro.


Resolution:

1. In order to ensure reducing the RusHydro Group's financial debt approve:

1.1. Transfer of the funds by the Company received from VTB Bank (PJSC), JSC Hydroinvest and LLC EZOP under the execution of the transactions of purchase and sale of shares and repayment of intercompany loans made in accordance with the Company's Board of Directors of 22.11.2016 (Minutes No. 244) (hereinafter — the Transactions) for the provision of loans to the companies incorporated in RAO ES of the East Holding for the repayment of bank credits (loans);

1.2. Conclusion of the loan agreements by the Company on the following essential terms:


The total amount of loans

Not more than 55,000,000,000 (fifty five billion) rubles 00 kopecks

Lender

PJSC RusHydro

Borrowers

The companies incorporated in RAO ES of the East Holding referred to in Annex 2 hereto.

Loan purpose

Repayment of the Borrowers' debt on credits and loans of commercial banks

Loan term

five (5) years from the date of the Loan Agreement.

Interest rate

Period 1 - from the date of granting the loan until 31.12.2017.

During Period 1, the interest rate shall be determined by the formula:

, where

K(n) – interest rate on loans per year n;

Kцб – key Bank of Russia rate;

Divп (n) – planned volume of the Company's dividend payments in the current year in relation to the Package of Shares, net of tax on dividend income provided for by the approved business plan of the Company. For the purpose of calculating the interest rate of Period 1 Divп (n) is taken equal to 2,805,750,000 (two billion eight hundred five million seven hundred fifty thousand) rubles[1];

Package of Shares – package of shares constituting 12.9% of the Company's Authorized Capital.

Periods 2, 3 … n – from January 01 until December 31 of the relevant year, starting from 2018.

In Periods 2, 3 ... n the interest rate on loans shall be determined by the formula:

, where

Divф (n – 1) – the amount of dividend payments in respect of the Package of Shares actually paid by the Company in the previous year net of tax on dividend income;

Divп (n 1) – planned volume of the Company's dividend payments in the previous year on the Package of Shares, net of tax on dividend income taken into account when calculating the interest rate for Period n 1.

Payment of interest payments

On a quarterly basis.

During the first two (2) years from the date of signing Loan Agreements extension of payment of the accrued interest payments shall be provided.

Interest accrued during the extension period shall be paid simultaneously with repayment of debt on the loan.

Early repayment of the loan

Shall be allowed without restrictions.

Other terms and conditions

In the event that the Lender receives the request of the tax authorities to adjust the revenue base under the Loan Agreement and the corresponding additional accrual of income tax in accordance with the requirements of Russian legislation on transfer pricing the Borrower will be required to reimburse the Lender for losses associated with the additional accrual of income tax.

1.3. temporary placement of funds by the Company received from the Transactions, prior to their use for the provision of loans to the companies incorporated in RAO ES of the East Holding in accordance with this Resolution, into bank deposits of PJSC Savings Bank and/or VTB Bank (PJSC) and/or Gazprombank PJSC at the best of the offered quotations.

2. The Company's Management Board to ensure:

2.1. the conclusion of the Loan Agreements and control over the target use of assets by the Borrowers in accordance with paragraph 1.1. of this Resolution;

2.2. submitting for consideration to the Board of Directors the proposals for the “capitalization”[2] of debt under the Loan Agreements granted to the companies incorporated in RAO ES of the East Holding in accordance with paragraph 1 of this Resolution.


Voting results:

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

“Against" — 1 (A.N. Shishkin).

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

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2.4: On consideration of the Company's organizational structure.


Resolution: Take note and approve the organizational structure of PJSC RusHydro (Annex 3 hereto) with a view to preserving the Company's priority concerning the issues of the development of the Far East energy sector.


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2.5: On approval of the Register of Non-Core Assets of the Company.


Resolution:

Approve the Register of Non-Core Assets of PJSC RusHydro as amended (Annex 4 hereto).

Approve the Plan of Activities on the sales of non-core assets of PJSC RusHydro for 2016 (4th quarter) — 2017 (Annex 5 hereto).


Voting results:

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

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 2.6: On amending the Regulation on the procurement of products for the needs of PJSC RusHydro.


Resolution:

Introduce changes in the Regulation on the procurement of products for the needs of PJSC RusHydro approved by the Board of Directors of PJSC RusHydro (Minutes of 23.06.2016 No. 239), (as amended, approved by the Board of Directors of PJSC RusHydro (Minutes of 11.08.2016 No. 240, of 10.10.2016 No. 242, of 14.11.2016 No. 243)) (Annex 6 hereto).


Voting results:

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

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 3: On the Company's equity participation and termination of equity participation in other organisations.


Item 3.1. On the termination of equity participation of PJSC RusHydro in PJSC Krasnoyarskaya HPP.


Resolution:

1. Approve the termination of the Company's equity participation in the Authorized Capital of the Public Joint Stock Company Krasnoyarskaya HPP (hereinafter — PJSC Krasnoyarskaya HPP) through the sale of shares of PJSC Krasnoyarskaya HPP on the following essential terms and conditions:

- the number of tradable shares of PJSC Krasnoyarskaya HPP: 457,681 (four hundred fifty-seven thousand six hundred eighty-one) ordinary shares (issue state registration number 1-01-40102-F of 16.01.2004);

- the share of equity participation of PJSC RusHydro in PJSC Krasnoyarskaya HPP before expropriation – 0.117022%;

- the share of equity participation of PJSC RusHydro in PJSC Krasnoyarskaya HPP after expropriation – 0%.

2. Determine that the price of shares of PJSC Krasnoyarskaya HPP to be sold in favour of JSC EuroSibEnergo is 97 (ninety seven) rubles per 1 (one) ordinary share of PJSC Krasnoyarskaya HPP. The above price is determined by an independent appraiser in accordance with paragraph 4 of Article 84.8 of the Federal Law “On Joint Stock Companies”.


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by two third majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 3.2. On the termination of equity participation of PJSC RusHydro in HydroOGK Power Company Limited.


Resolution:

Terminate equity participation in HydroOGK Power Company Limited (Republic of Cyprus) throught its voluntary liquidation.

Instruct the Company's representatives in the Management Entities of HydroOGK Power Company Limited to vote “for” all the necessary resolutions aimed at the voluntary liquidation.


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by two third majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 3.3. On determining the position of the Company (representatives of the Company) in the Management Entities of JSC Holding Company BoHPP on the issue “On equity participation of the Company in other organizations”.


Resolution:

Instruct the representatives of PJSC RusHydro in the management entities of Holding Company BoHPP to vote “FOR” the adoption of the following resolution:

JSC Holding Company BoHPP to participate in BOGES LIMITED (Republic of Cyprus) through taking up 5,000 А shares of BOGES LIMITED (Repubic of Cyprus) from HydroOGK Power Company limited (Repubic of Cyprus) at a price to be determined by an independent appraiser.

The share of equity participation of JSC Holding Company BoHPP in the Authorized Capital of BOGES LIMITED:

- before taking up shares of BOGES LIMITED: 0%;

- after taking up shares of BOGES LIMITED: 50%.”


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by two third majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 3.3.1. On determining the position of the Company (representatives of the Company) in the Management Entities of JSC Holding Company BoHPP on the issue “On approval of the major transaction”.


Resolution:

Instruct the representatives of PJSC RusHydro in the Management Entities of JSC Holding Company BoHPP and HydroOGK Power Company (Republic of Cyprus) to vote "FOR" the approval of a major transaction on the following conditions:


Parties to the Transaction:

Seller – HydroOGK Power Company limited (Republic of Cyprus);

Buyer – JSC Holding Company BoHPP;


Subject of the Transaction: Sale of 5,000 A shares of BOGES LIMITED (Republic of Cyprus);


Price of the Transaction: at a price to be determined by an independent appraiser;


Other terms: payment in instalments is provided.”


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.6. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by two third majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4: On approval of the Company's transactions.


Item 4.1. On approval of the arm's length transaction to be concluded by the Company: of the Supplementary Agreement No.8 to the Contract No. 414 of 26.08.2010 concluded with the Joint Stock Company Non-State Pension Fund of Electric Power Industry (JSC NPF of Electric Power Industry).


Resolution:

1. Determine that the marginal price of the Contract of Non-State Pension Provision No. 414 of 26.08.2010 between the Company and JSC NPF of Electric Power Industry (hereinafter – the Contract) with a view of the Supplementary Agreement No. 8 (hereinafter – the Supplementary Agreement) being the arm's length transaction, shall be a set of pension contributions paid by the Company in accordance with the terms of the Contract, and shall not exceed 0.1 (zero point one-tenth) percent of the book value of the Company's assets on the date of its conclusion. The size of pension contributions under the Contract shall be approved on an annual basis as part of the Company's business plan.


Voting results:

“For” — 10 (M.S. Bystrov, 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).

“Against” — 0.

“Abstained” — 1 (A.D. Avetisyan).

In accordance with paragraph 1 Article 77 of the Federal Law “On Joint Stock Companies” if the person interested in the conclusion of one or more transactions in which the price (monetary value) of the property is determined by the Board of Directors of the company is the member of the Board of Directors of the company, the price (monetary value) of the property shall be determined by the decision of the members of the company's Board of Directors being not interested in the transaction.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not be taken into account.

The resolution has been adopted.


2. Approve the Supplementary Agreement as a non-arm's length transaction on the following essential terms:

Parties to the Supplementary Agreement:

Fund – JSC NPF of Electric Power Industry;

Depositor — PJSC RusHydro.

Beneficiaries — Participants, including members of the collegial executive body of the Company.

Subject of the Supplementary Agreement:

Making the following amendments to the Contract:

- Inclusion of the members of the collegial executive body of the Company in the list of Participants.

- Extension of the duration of payment of the pension to the Participant to “not less than ten (10) years”.

- Excluding fees for the Fund's services.

Other essential terms of the Supplementary Agreement:

The Depositor shall make pension contributions in favour of the Participants in the amount established in an order letter to be sent to the Fund.

The frequency of contributions and their size shall be determined by the Depositor on its own.

Price of the Contract taking into account the Supplementary Agreement:

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

Term of the Supplementary Agreement:

From 20.12.2016 until full execution of obligations under the Contract.


Voting results:

“For” — 10 (M.S. Bystrov, 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).

“Against” — 0.

“Abstained” — 1 (A.D. Avetisyan).

The resolution shall be adopted by majority of votes of the independent members of the Board of Directors being not interested in their conclusion, so the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not participate in the voting.

The resolution has been adopted.


Item 4.2. On approval of the arm's length transaction to be concluded by the Company: the Contract of Non-State Pension Provision with Joint-Stock Company Non-State Pension Fund VTB Pension Fund (NPF JSC VTB Pension Fund).


Resolution:

1. Determine that the marginal price of the Contract of Non-State Pension Provision between the Company and NPF JSC VTB Pension Fund being the arm's length transaction, shall be a set of pension contributions paid by the Company in accordance with the terms of the Contract, and shall not exceed 0.1 (zero point one-tenth) percent of the book value of the Company's assets on the date of its conclusion. The size of pension contributions under the Contract shall be approved on an annual basis as part of the Company's business plan.


Voting results:

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

“Against" — 1 (A.N. Shishkin).

“Abstained” — 1 (A.D. Avetisyan).

In accordance with paragraph 1 Article 77 of the Federal Law “On Joint Stock Companies” if the person interested in the conclusion of one or more transactions in which the price (monetary value) of the property is determined by the Board of Directors of the company is the member of the Board of Directors of the company, the price (monetary value) of the property shall be determined by the decision of the members of the company's Board of Directors being not interested in the transaction.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not be taken into account.

The resolution has been adopted.


2. Approve the Contract of Non-State Pension Provision (hereinafter – the Contract) as an arm's length transaction on the following essential terms:

Parties to the Contract:

Fund – NPF JSC VTB Pension Fund;

Depositor — PJSC RusHydro (the Company).

Beneficiaries — Participants, including members of the collegial executive body of the Company.

Subject of the Contract:

The subject of the Contract is a non-state pension provision to natural persons appointed by the Depositor (hereinafter – the Participants), on the terms and conditions determined by the Contract, the laws of the Russian Federation on non-state pension provision and the Pension Rules of the Fund (hereinafter – the Fund Rules).

The Depositor undertakes to transfer pension contributions to the Fund, and the Fund undertakes to pay the non-state pension to the Participants upon the occurrence of the pension basis in accordance with the Fund Rules and the pension scheme established by the Contract.

The pension scheme No. 10 “Pension Scheme for the Depositor Legal Entity with Fixed Pension Contributions, with Pension Payments to Exhaustion, but not Less than Five (5) Years, and Providing for a Deferred Right of Claim under the Pension Contract” established by the Fund Rules, which involves accounting for pension contributions on the Participants' individual accounts shall be applied in the Contract.

Other essential terms of the Contract:

The Depositor shall make pension contributions in favour of the Participants in the amount established in an order letter to be sent to the Fund.

The frequency of contributions and their size shall be determined by the Depositor on its own.

Price of the Contract:

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

Term of the Contract:

From 20.12.2016 until full execution of obligations under the Contract.


Voting results:

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

“Against" — 1 (A.N. Shishkin).

“Abstained” — 1 (A.D. Avetisyan).

The resolution shall be adopted by majority of votes of the independent members of the Board of Directors being not interested in their conclusion, so the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not participate in the voting.

The resolution has been adopted.


Item 4.3. On approval of the Loan Agreements between PJSC RusHydro and PJSC RAO ES of the East being non-arm's length transactions.


Resolution:

1.1. Determine that the price of the Loan Agreement between the Company and PJSC RAO ES of the East, being an arm's length transaction (hereinafter – the Loan Agreement), shall be determined as the aggregate of the following amounts:

- the maximum amount of the loan – 700,000,000 (seven hundred million) rubles 00 kopecks;

- the interest rate on the loan – 10.095% per annum; to be reviewed and set by the Lender on a quarterly basis;

Loan repayment term – on demand, but not later than 5 (five) working days from the date of receiving of the Lender's request by the Borrower regarding the repayment of the Loan.

Price (money value) of property that may be expropriated under the Loan Agreement, shall be less than 2 % of the Company's book value determined according to the financial statements of the Company as of the last reporting date (30.09.2016).


Voting results:

“For” — 10 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin).

“Against" — 1 (A.N. Shishkin).

“Abstained” — 0.

In accordance with paragraph 1 Article 77 of the Federal Law “On Joint Stock Companies” if the person interested in the conclusion of one or more transactions in which the price (monetary value) of the property is determined by the Board of Directors of the company is the member of the Board of Directors of the company, the price (monetary value) of the property shall be determined by the decision of the members of the company's Board of Directors being not interested in the transaction.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not be taken into account.

The resolution has been adopted.


Resolution:

1.2. Approve the Loan Agreement as an arm's length transaction on the following essential terms:

Parties to the Loan Agreement:

Borrower – PJSC RAO ES of the East;

Lender – PJSC RusHydro.

Subject of the Loan Agreement:

The Lender shall transfer money (the loan amount) to the Borrower, and the Borrower undertakes to repay the same amount of money (the loan amount), taking into account the interest rate for using the loan amount.

The maximum amount of the loan – 700,000,000 (seven hundred million) rubles 00 kopecks.

Loan repayment term – on demand, but not later than 5 (five) working days from the date of receiving of the Lender's request by the Borrower regarding the repayment of the Loan.

The interest rate on the loan – 10.095% per annum; to be reviewed and set by the Lender on a quarterly basis.

Price of the Loan Agreement:

Shall be determined in accordance with paragraph 1.1 of this Resolution.

Terms of granting the Loan – by non-renewable tranches based on the Borrower's application.

Intended use of the loan – replenishment of the Borrower's current assets.


Voting results:

“For” — 10 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin).

“Against" — 1 (A.N. Shishkin).

“Abstained” — 0.

The resolution shall be adopted by majority of votes of the independent members of the Board of Directors being not interested in their conclusion, so the member of the Board of Directors of PJSC RusHydro N.G. Shulginov.

The resolution has been adopted.


Resolution:

2.1. Determine that the price of the Loan Agreement between the Company and PJSC RAO ES of the East, being an arm's length transaction (hereinafter – the Loan Agreement), shall be determined as the aggregate of the following amounts:

- the maximum amount of the loan – 200,000,000 (two hundred million) rubles 00 kopecks;

- Interest rate on the loan use is 0 % per annum.

Loan repayment term – on demand, but not later than 5 (five) working days from the date of receiving of the Lender's request by the Borrower regarding the repayment of the Loan. The Parties shall no later than three (3) months after the commissioning of CCGT at the site of the Central Steam Boiler Plants (Vostochnaya TPP) agree on the Loan Repayment Schedule, from the date of its signing the loan shall be repaid as provided by the Schedule.

Price (money value) of property that may be expropriated under the Loan Agreement, shall be less than 2% of the Company's book value determined according to the financial statements of the Company as of the last reporting date (30.09.2016).


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, 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).

“Against” — 0.

“Abstained” — 0.

In accordance with paragraph 1 Article 77 of the Federal Law “On Joint Stock Companies” if the person interested in the conclusion of one or more transactions in which the price (monetary value) of the property is determined by the Board of Directors of the company is the member of the Board of Directors of the company, the price (monetary value) of the property shall be determined by the decision of the members of the company's Board of Directors being not interested in the transaction.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not be taken into account.

The resolution has been adopted.


Resolution:

2.2. Approve the Loan Agreement as an arm's length transaction on the following essential terms:

Parties to the Loan Agreement:

Borrower – PJSC RAO ES of the East;

Lender – PJSC RusHydro.

Subject of the Loan Agreement:

The Lender shall transfer money (the loan amount) to the Borrower, and the Borrower undertakes to repay the same amount of money (the loan amount), taking into account the interest rate for using the loan amount.

The maximum amount of the loan – 200,000,000 (two hundred million) rubles 00 kopecks.

on demand, but not later than 5 (five) working days from the date of receiving by the Borrower of the Lender's requirements regarding the repayment of the Loan. The Parties shall no later than three (3) months after the commissioning of CCGT at the Central Steam Boiler site (Vostochnaya TPP) agree on the Loan Repayment Schedule, from the date of its signing the loan shall be repaid as provided by the Schedule.

Interest rate on the loan use is 0 % per annum.

Price of the Loan Agreement:

Shall be determined in accordance with paragraph 2.1 of this Resolution.

Terms of granting the loan – in non-renewable tranches upon the Borrower's request with the Registry for financing costs agreed with JSC MC HydroOGK enclosed.

Intended use of the loan – replenishment of the Borrower's current assets for financing the costs of preparing Vostochnaya TPP to work in the autumn-winter period of 2016-2017 under the project “Construction of CCGT at the Central Steam Boiler Site.”

Terms of early repayment of the loan (take effect upon signing the Loan Repayment Schedule):

The Lender shall have the right to request early repayment of the loan from the Borrower.

The Borrower shall have the right to early fully or partially repay the loan.


Voting results:

“For” — 11 (A.D. Avetisyan, M.S. Bystrov, 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).

“Against” — 0.

“Abstained” — 0.

The resolution shall be adopted by majority of votes of the independent members of the Board of Directors being not interested in their conclusion, so the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not participate in the voting.

The resolution has been adopted.


Item 4.4. On approval of the arm's length transactions to be concluded by the Company: Voluntary Health Insurance Agreement, Voluntary Group Accident and Illness Insurance Agreement.


Resolution:

1.1. Determine that the limit price (monetary value) of the services under the Voluntary Health Insurance Agreement (hereinafter referred to as “the VHI Agreement”) being an arm's length transaction, shall amount to 46,563,812 (sixty-six million five hundred eighteen thousand seven hundred twenty-five) roubles 48 kopecks, VAT exempt.


Voting results:

“For” — 10 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin).

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

In accordance with paragraph 1 Article 77 of the Federal Law “On Joint Stock Companies” if the person interested in the conclusion of one or more transactions in which the price (monetary value) of the property is determined by the Board of Directors of the company is the member of the Board of Directors of the company, the price (monetary value) of the property shall be determined by the decision of the members of the company's Board of Directors being not interested in the transaction.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not be taken into account.

The resolution has been adopted.


Resolution:

1.2. To approve the VHI Agreement, being a non-arm's length transaction, on the following material terms:

Parties to the Agreement:

Insurant — PJSC RusHydro;

Insurer — JSC SOGAZ.

Subject of the VHI Agreement:

In accordance with the Rules for Voluntary Health Insurance, the Insurer shall ensure and pay for the medical services to be provided to the Insured Persons, specified in the list, in case of insured accident, in accordance with the Voluntary Health Insurance Programs, being an integral part of the VHI Agreement, as well as reimburse for the cost of medical services provided to the Insured Person (hereinafter referred to as “the Services related to VHI”), if the Insured Person pays for medical services abroad, in accordance with the procedure prescribed by the above-mentioned Programs.

Insured persons (Beneficiaries):

The Insurant's employees, including the members of the collective executive body and its chairman, as well as other persons included in the lists of the Insured Persons, provided by the Insurant to the Insurer.

Insured object:

The Insured Persons' proprietary interests related to the expenses for provision of medical, medical and transportation, as well as other services in case of insured accident.

Insured accident:

Application of the Insured Person, during the term of the VHI Agreement, to the health care or any other facility, as provided for by the VHI Agreement or agreed upon by the Insurer for ensuring and providing medical or any other services to him / her (medical and pharmaceutical aid) provided for by the VHI Program.

Occurrence of the necessity to ensure and provide the other services, provided for by the VHI Program, during the term of the VHI Agreement, in view of the Insured Person's health disorder or deterioration in his / her condition, requiring such services.

Insurance amount:

- – if the Insured Person's applies to the health care facility, specified in the Voluntary Health Insurance Program in the territory of the Russian Federation to get medical services — no more than 8,000,000 rubles;

- – if the Insured Person seeks medical assistance while staying abroad — rouble equivalent of 50,000 Euro, but not less than 2,000,000 rules.

The limit price of the Services under the VHI Agreement:

46,563,812 (forty-six million five hundred sixty-three thousand eight hundred twelve) roubles 48 kopecks, VAT exempt.

Term of the VHI Agreement:

Start date – 01.01.2017;

End date – 31.12.2017.


Voting results:

“For” — 10 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin).

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

In accordance with paragraph 2 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 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 shall not be taken into account.

The resolution has been adopted.


Resolution:

2.1. Determine that the limit price (monetary value) of the services under the Voluntary Group Accident and Illness Insurance Agreement (hereinafter – the VGI Agreement) being an arm's length transaction, shall amount to 4,468,749 (four million seven hundred forty-five thousand eight hundred eleven) rubles 70 kopecks, VAT exempt.


Voting results:

“For” — 10 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin).

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

In accordance with paragraph 1 Article 77 of the Federal Law “On Joint Stock Companies” if the person interested in the conclusion of one or more transactions in which the price (monetary value) of the property is determined by the Board of Directors of the company is the member of the Board of Directors of the company, the price (monetary value) of the property shall be determined by the decision of the members of the company's Board of Directors being not interested in the transaction.

During counting of votes on this item, the vote of the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not be taken into account.

The resolution has been adopted.


Resolution:

2.2. To approve the VGI Agreement, being an arm's length transaction, on the following essential terms:

Parties to the Agreement:

Insurant — PJSC RusHydro;

Insurer — JSC SOGAZ.

Subject of the VGI Agreement:

The Insurer shall, upon occurrence of events stipulated by the VGI Agreement make an insurance payment to the Insured Person or to the Beneficiary specified in the VGI Agreement, regardless of the amounts payable to them under other insurance agreements, as well as under compulsory social insurance, social security and by way of indemnification.

Insured persons:

The Insurant's employees, including the members of the collective executive body and its chairman, as well as those included in the lists of the Insured Persons, provided by the Insurant to the Insurer.

Beneficiaries:

Insured Persons and other persons, specified by the Beneficiaries with the written consent of the Insured Person, and in the event of the Insured Person's death — his / her heirs eligible to receive the insurance indemnity in case of insured accident.

Insured object:

The proprietary interests not contradicting the legislation of the Russian Federation related to causing damage to life or health of people (Insured Persons).

Insured accident:

Events of sudden, unforeseen and unintended nature for the Insured Person (insurance risks) stipulated by the Insurance Agreement upon the occurrence of which there is an obligation of the Insurer to pay insurance indemnity to the Insured Person (Beneficiary).

Insurance risks:

- death of an Insured Person due to an accident;

- death of an Insured Person due to natural causes;

- disability due to an accident (assessing I, II and III disability groups);

- disability due to natural causes (assessing I, II and III disability groups);

- temporary disability due to an accident in view of injuries;

- temporary disability due to an accident in view of injuries led to the need for emergency hospitalization;

- temporary disability due to an accident in view of injuries led to the need for surgery;

- temporary disability caused by occupational disease;

- first diagnosed disease out of those listed in the Insurance Agreement;

- occupational disability caused by a disease out of those listed in the Insurance Agreement;

- occupational disability resulting from an accident.

Insurance amount:

In accordance with Annex 7 hereto.

The limit price of the Services under the VGI Agreement:

4,468,749 (four million four hundred sixty-eight thousand seven hundred forty-nine) roubles 70 kopecks, VAT exempt.

Term of the VGI Agreement:

Start date – 01.01.2017,

End date – 31.12.2017.


Voting results:

“For” — 10 (A.D. Avetisyan, M.S. Bystrov, P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin).

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

The resolution shall be adopted by majority of votes of the independent members of the Board of Directors being not interested in their conclusion, so the member of the Board of Directors of PJSC RusHydro N.G. Shulginov shall not participate in the voting.

The resolution has been adopted.


Item 4.5. On approval of the transaction related to gratuitous transfer of the Company's property.


Resolution:

Approve the conclusion of the Deed of a Gift for of property on the following essential terms:

Parties to the Deed:

Donator – PJSC RusHydro;

Donatory – municipality of the Bureya municipal district of the Amur region represented by the Administration of the Bureya district.

Subject of the Deed:

The Donator undertakes to gratuitously transfer the ownership of the local public utility facility in accordance with Annex 8 hereto and movable property in accordance with Annex 9 and 10 hereto are located in the territory of the urban settlement Talakan of Bureya district of the Amur region (hereinafter – the Property) to the Donatory.

Net book value of the Property:

38,888,865 (thirty-eight million eight hundred eighty-eight thousand eight hundred sixty-five) rubles 49 kopecks.


Voting results:

“For” — 10 (A.D. Avetisyan, P. S. Grachyov, S.N. Ivanov, V.V. Pivovarov, 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).

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4.6. On approval of transactions with the shares of the organization in which the Company has equity participation.


Resolution:

1.1. Determine that the price of the Share Pledge Agreement No. 110200/1167-DZA-RG of 27.12.2010 (hereinafter – the Pledge Agreement) in connection with executing Addendum 3 thereto shall not be changed, and in accordance with the resolution of the Extraordinary General Meeting of the Company (Minutes No. 6 of 27.10.2010) shall be 7,000 (seven thousand) rubles.

1.2. Determine that the price of the Further Share Pledge Agreement No. 110200/1167-DZA-RG of 22.08.2011 of (hereinafter – the Further Pledge Agreement) in connection with executing Addendum 3 thereto shall not be changed, and in accordance with the resolution of the Extraordinary General Meeting of the Company (Minutes No. 6 of 27.10.2010) shall be 7,000 (seven thousand) rubles.

1.3. Approve Addendum No. 3 (hereinafter – the Addendum) to the Pledge Agreement as a transaction with shares of the organizations in which the Company has equity participation, on the following essential terms:

Parties to the Addendum:

Pledgee — State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank);

Pledger — PJSC RusHydro (the Company).

Subject of the Addendum:

Introducing changes to the essential terms of the Pledge Agreement — changing the basic parameters of the liabilities secured by the pledge:

Changing the basic parameters of the liabilities secured by the pledge:

The liabilities of CJSC BoAP under the Loan Agreement No. 110100/1167 of 03.12.2010 (hereinafter – the Agreement) concluded between CJSC BoAP and SC Vnesheconombank (the Bank):


Loan amount (financing limit)

Equivalent of 47,196,000,000.00 rubles in US dollars, including the equivalent of 21,910,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing the Agreement, and the equivalent of 25,286,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Addendum No. 3 to the Agreement, including:

- Part of the loan in an amount equal to the amount equivalent of 34,960,000,000.00 rubles in US dollars consisting of: a) an equivalent of 12,800,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signature of the Agreement, and (b) the equivalent of 22,160,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of Addendum No. 3 (hereinafter – Sublimit 1) to finance the costs of CJSC BoAP (the Borrower) specified in the Budget of Capital Costs for the construction of the first series of CJSC BoAP with a capacity of 298 ths. tons (the Project), and payment of the Borrower's expenses under an Agreement made between the Bank, the Borrower and the Supervisory Company;

- Part of the loan in an amount equal to the equivalent of 450,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement (hereinafter – Sublimit 2) for the Borrower to pay the costs of the construction of the fire station and external water supply networks;

- Part of the loan in an amount equal to the equivalent of 2,595,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement (hereinafter – Sublimit 3) for the Borrower to pay the costs for the construction of the residential settlement for the personnel;

- Part of the loan in an amount equal to the equivalent of 2,5065,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement (hereinafter – Sublimit 4) for the Borrower to pay the costs for the construction of the railway infrastructure;

- Part of the loan in an amount equal to the amount equivalent of 4,862,000,000.00 rubles in US dollars consisting of: (a) the equivalent of 4,000,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement, and (b) the equivalent of 862,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of Addendum No. 3 (hereinafter – Sublimit 5) for the Borrower to pay the interest and fees on the credit line;

- Part of the loan in an amount equal to the equivalent of 2,264,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of Addendum No.3 (hereinafter – Sublimit 6) for replenishment of the current assets as part of the Current Assets Budget of the Project.

Credit term

The loan will be provided by the Bank within eighty-five (85) months from the effective date of the Agreement.

Interest rate

In the period from the date of signing the Agreement before signing Addendum No. 3 the interest rate shall be set at ten (10)% per annum. From the date of signing Addendum No. 3 to the Agreement, the interest rate shall be fixed at a rate of eight and seventy-seven cents (8.77)% per annum.

In case of targeted funding source of the credit transaction the Bank shall notify the Borrower in writing of the availability of the target funding source and the possibility of establishing the interest rate at Libor 3 months + 7.5 (seven point five) percent per annum and the date on which such changes enter into force, subject to the written approval of the Borrower. The Borrower shall provide written consent to changing the rate under the Agreement within ten (10) business days from the date of the Bank's giving relevant notice. In the case of its consent Borrower shall conclude an addendum to the Agreement providing for changes in the level of the interest rate under the Agreement.

For the purposes of the Agreement LIBOR refers to the offered rate for US dollar deposits for 3 months indicated on page “LIBOR01” in the REUTERS information system at 11.00 a.m. London time on the date of two (2) business days preceding the date of the beginning of each interest period.

Every interest period equals to 3 (three) calendar months. Accrued Interest shall be paid from the date of the first use of the Loan on the 20th day of the last month of each interest period.

Loan Repayment Schedule

In accordance with the Annex to this draft Resolution

The price of the Pledge Contract:

Shall remain unchanged and in accordance with the Resolution of the Extraordinary General Meeting of Shareholders of the Company (Minutes No. 6 of 27.10.2010) shall be 7,000 (seven thousand) rubles.

Other essential terms of the Pledge Agreement shall remain unchanged.

1.4. Approve Addendum No. 3 (hereinafter – the Addendum) to the Further Pledge Agreement as a transaction with shares of the organizations in which the Company has equity participation, on the following essential terms:

Parties to the Addendum:

Pledgee — State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank);

Pledger — PJSC RusHydro (the Company).

Subject of the Addendum:

Introducing changes to the essential terms of the Futher Pledge Agreement — changing the basic parameters of the liabilities secured by the pledge:

Changing the basic parameters of the liabilities secured by the pledge:

The liabilities of CJSC BoAP under the Loan Agreement No. 110100/1167 of 03.12.2010 (hereinafter – the Agreement) concluded between CJSC BoAP and SC Vnesheconombank (the Bank):


Loan amount (financing limit)

Equivalent of 47,196,000,000.00 rubles in US dollars, including the equivalent of 21,910,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing the Agreement, and the equivalent of 25,286,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Addendum No. 3 to the Agreement, including:

- Part of the loan in an amount equal to the amount equivalent of 34,960,000,000.00 rubles in US dollars consisting of: a) an equivalent of 12,800,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signature of the Agreement, and (b) the equivalent of 22,160,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of Addendum No. 3 (hereinafter – Sublimit 1) to finance the costs of CJSC BoAP (the Borrower) specified in the Budget of Capital Costs for the construction of the first series of CJSC BoAP with a capacity of 298 ths. tons (the Project), and payment of the Borrower's expenses under an Agreement made between the Bank, the Borrower and the Supervisory Company;

- Part of the loan in an amount equal to the equivalent of 450,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement (hereinafter – Sublimit 2) for the Borrower to pay the costs of the construction of the fire station and external water supply networks;

- Part of the loan in an amount equal to the equivalent of 2,595,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement (hereinafter – Sublimit 3) for the Borrower to pay the costs for the construction of the residential settlement for the personnel;

- Part of the loan in an amount equal to the equivalent of 2,5065,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement (hereinafter – Sublimit 4) for the Borrower to pay the costs for the construction of the railway infrastructure;

- Part of the loan in an amount equal to the amount equivalent of 4,862,000,000.00 rubles in US dollars consisting of: (a) the equivalent of 4,000,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of the Agreement, and (b) the equivalent of 862,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of Addendum No. 3 (hereinafter – Sublimit 5) for the Borrower to pay the interest and fees on the credit line;

- Part of the loan in an amount equal to the equivalent of 2,264,000,000.00 rubles in US dollars at the exchange rate of the Central Bank of the Russian Federation on the date of signing of Addendum No.3 (hereinafter – Sublimit 6) for replenishment of the current assets as part of the Current Assets Budget of the Project.

Credit term

The loan will be provided by the Bank within eighty-five (85) months from the effective date of the Agreement.

Interest rate

In the period from the date of signing the Agreement before signing Addendum No. 3 the interest rate shall be set at ten (10)% per annum. From the date of signing Addendum No. 3 to the Agreement, the interest rate shall be fixed at a rate of eight and seventy-seven cents (8.77)% per annum.

In case of targeted funding source of the credit transaction the Bank shall notify the Borrower in writing of the availability of the target funding source and the possibility of establishing the interest rate at Libor 3 months + 7.5 (seven point five) percent per annum and the date on which such changes enter into force, subject to the written approval of the Borrower. The Borrower shall provide written consent to changing the rate under the Agreement within ten (10) business days from the date of the Bank's giving relevant notice. In the case of its consent Borrower shall conclude an addendum to the Agreement providing for changes in the level of the interest rate under the Agreement.

For the purposes of the Agreement LIBOR refers to the offered rate for US dollar deposits for 3 months indicated on page “LIBOR01” in the REUTERS information system at 11.00 a.m. London time on the date of two (2) business days preceding the date of the beginning of each interest period.

Every interest period equals to 3 (three) calendar months. Accrued Interest shall be paid from the date of the first use of the Loan on the 20th day of the last month of each interest period.

Loan Repayment Schedule

In accordance with the Annex 1 to this draft Resolution.

The price of the Further Pledge Contract:

Shall remain unchanged and in accordance with the Resolution of the Extraordinary General Meeting of Shareholders of the Company (Minutes No. 6 of 27.10.2010) shall be 7,000 (seven thousand) rubles.

Other essential terms of the Further Pledge Agreement shall remain unchanged.


Voting results:

“For” — 12 (A.D. Avetisyan, M.S. Bystrov, 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.

“Abstained” — 0.

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by two third majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 4.7. On approval of the transactions related to gratuitous transfer of the property.


Resolution:

Approve the Agreement on making compensation payments, which are due to the termination of or changes in the conditions of water consumption by third parties as the transactions related to gratuitous transfer of the Company's property, on the following terms:

Parties to the Agreements:

Payer — PJSC RusHydro;

Recipients — municipalities listed in the Annex to this Resolution.

Subject of the Agreement:

The Payer shall with 2016 make compensation payments to the Recipients in the amount of the cost of water supply services of the recipient, the need for which is caused by termination or change in water consumption conditions due to the flooding of land for the needs of Chirkeyskaya HPP, as well as for the electricity consumed at the rate of 50 per cent of the set tariff within a standard established by the Republic of Dagestan Republican Tariff Service for preferential energy consumption of 100 kW/h per one user per month provided for by the Agreements.

Price of the Agreements:

Sizes of compensation payments to each Recipient are listed in Annex No. 11 hereto.

The maximum amount of compensation payments shall be 49,092,520.78 (forty nine million ninety-two thousand five hundred twenty) rubles 78 kopecks.


Voting results:

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

“Against” — 0.

“Abstained” — 1 (V.M. Kravchenko).

In accordance with paragraph 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by a simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.



[1] Based on the transfer of 50% of the expected net profit of PJSC RusHydro at the end of 2016 in the amount of 50 billion rubles for payment of dividends.

[2] Repayment at the expense of the contributions of PJSC RusHydro in the authorized capital of the Borrowers

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