Minutes of 27.02.2017 №248

MINUTES No. 248

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):

February 21, 2017 6:00 p.m.

(Moscow time).

Date of drawing up the Minutes:

February 27, 2017

Form of meeting:

absentee voting.

Place of counting the votes:

7, Malaya Dmitrovka str., Moscow City

PJSC ‘RusHydro’

Number of elected members of the Board of Directors:

13 persons.

The 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.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 Articles of Association of the Company, the quorum for a meeting of the Board of Directors is present.


AGENDA OF THE MEETING:

  1. Approval of the internal documents of the Company.
  2. Approval of the transactions concluded by the Company.
  3. Determination of the stance of PJSC ‘RusHydro’ (representatives of PJSC ‘RusHydro’) within the management bodies of the subsidiaries.
  4. Consideration of the reports on the results of activities of the Committees with the Board of Directors of PJSC ‘RusHydro’ for 2016.
  5. On the Company's priority activities.
  6. Approval of the Report on disposal of non-core assets for 2016.
  7. Charitable and Sponsorship Program of the Company.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: Approval of the internal documents of the Company.


Item 1.1.: Approval of the Regulations on Information Policy of PJSC ‘RusHydro’ as amended.


Resolution:

To approve the Regulations on Information Policy of PJSC ‘RusHydro’, as amended (Annex 1 to the Minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, 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


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


The resolution has been adopted.


Item 1.2.: Approval of the Work plan of the Board of Directors of PJSC ‘RusHydro’ for the first half of 2017.


Resolution:

To approve the Work plan of the Board of Directors of PJSC RusHydro for the first half of 2017 (Appendix 2 to the Minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, 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


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


The resolution has been adopted.

Taking into account the Dissenting opinion of the Member of the Board of Directors of PJSC ‘RusHydro’ N.R. Podguzov The Chairman of the Board of Directors of the Company Yu. P. Trutnev instructed the Chairman of the Management Board – Chief Executive Officer of PJSC RusHydro N.G. Shulginov to put before the meeting of the Board of Directors of PJSC ‘RusHydro’ in the first half of 2017 the item ‘Approval of the Plan of increase of [market] value of RusHydro group for the period until 2021’.


Item 2: Approval of the transactions concluded by the Company.


Item 2.1.: Subsequent approval of the agreement between PJSC ‘RusHydro’ and JSC ‘SO UPS’ being the interested-party transaction.


Resolution:

To approve the Service Agreement on Reactive Power Control Without Electricity Production No. 34 as of January 13, 2017 concluded between PJSC ‘RusHydro’ and JSC ‘SO UES’ being an interested-party transaction, under the following essential terms and conditions:


The Parties of the above-mentioned Agreement are following:

PJSC ‘RusHydro’ (Contractor)

JSC ‘SO UES’ (Customer)


Subject and price:

The Contractor shall provide the Customer with services on reactive power control using generating equipmentof hydroelectric power plant, , which does not generate electric power during the period of providing the services (hereinafter referred to as ‘the services on reactive power control without electricity production using power plant generating equipment operating in synchronous compensator mode, or the services for RRSC’), under the procedure and on the conditions stipulated by the Agreement and by normative legal acts of the Russian Federation (hereinafter referred to as – the ‘RF’), and the Customer shall pay for the rendered services in the amount under the procedure and within the terms stipulated by the terms and conditions of the Agreement.


For the purposes of provision of services specified in Clause 1.1 of the Agreement, the Contractor shall carry out all the necessary actions ensuring the following:


1) around-the-clock and continuous readiness for the launch of the generating equipment from a shut-down state, or the transfer of the generating equipment from the mode of electricity production (as well as from the pumping mode for the generating equipment of hydroelectric pumped storage power plants) to the synchronous compensator mode on the basis of control commands of the Customer;


2) execution of control commands of the Customer aimed at transferring generating equipment to the synchronous compensator mode in the manner stipulated by the Agreement and the legislation of the Russian Federation;


3) operation of the generating equipment in a synchronous compensator mode in accordance with the engineering factors and specifications stipulated by the Agreement, including compliance of range of reactive power control of the hydroelectric generators with the indicator values specified in Appendix 1 to the Agreement;


4) maintenance of generating equipment in operating state, including compliance with the annual and monthly repair schedules approved by the Customer according to the procedure stipulated by the normative legal acts of the Russian Federation;


5) transfer of data to the system of technological data exchange with the automated system of the system operator (STDEASSO);


6) compliance of the generating equipment with Technical Specifications (Appendix 2 to the Agreement), compliance of STDEASSO with the requirements stipulated in the Agreement.


The list of generating equipment used to provide services for RRSC in accordance with the Agreement, including the name and location of the power plant, the nominal (set) power of the generating equipment, the range of reactive power control of the hydroelectric generators are specified in Appendix 1 to the Agreement.


Theservices for RRSC are the kind of system reliability assurance services in accordance with Sub-clause ‘c’ of Clause 2 of the Regulations for selection of electric power engineering entities and electricity consumers providing system reliability assurance services and for provision of such services approved by Decree of Government of the Russian Federation No. 117 as of March 03, 2010.


Price:

For the purposes of calculation of the cost of the services for RRSC provided under the Agreement, 1 (one) calendar month is recognized as calculation period.

The cost of actually rendered services for RRSC per calculation period shall be determined for each hydrogenerator specified in Appendix 1 and shall be calculated as follows:


image001.png,

where:

image001-1.jpg(S actually provided), roubles the cost of actually rendered services for RRSC for calculation period, excluding VAT;

image003.png, RUB. – operating costs due to involvement of generating equipment (hydroelectric generator) in the rendering of services for RRSC, determined in accordance with the Procedure for determination of the cost of rendered services for RRSC (Appendix 4);

image005.png, RUB. – the cost of power purchased by the Contractor in the wholesale market of electricity and of power for participation in the rendering of services for RRSC, determined in accordance with the Procedure for determination of the cost of rendered services for RRSC (Appendix 4);

HP (NR) – norm of profitability of products (services), it is taken equal to the refinancing rate of the Central Bank of the Russian Federation at the moment of signing of the Agreement, it is expressed as a decimal fraction.

Moreover, the value added tax calculated in accordance with applicable law shall be paid.


Other essential terms and conditions of the RRSC Agreement:

The beginning of fulfilling by the Contractor of its obligations under the Agreement related to provision of the RRSC services: 12:00 a.m. (00:00) on January 1st, 2017.


The termination of fulfilling by the Contractor of its obligations under the Agreement related to provision of the RRSC services: 24:00 on December 31, 2017.


Period of provision of the RRSC services: period of time during which generating equipment of the Contractor shall operate in synchronous compensator mode in accordance with control commands of the Customer.

The RRSC services shall be provided in the manner and in accordance with the requirements stipulated by the applicable law and the Agreement.


Persons interested in making of the transaction

Persons interested in the transaction between PJSC RusHydro and OJSC ‘SO UES’ are:

- Members of the Board of Directors of PJSC RusHydro V.M. Kravchenko and M.S. Bystrov who are also members of the Board of Directors of OJSC ‘SO UES’.


Results of voting:

‘For’ – 9 (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)

‘Against’ — 0

‘Abstained’ — 1 (N.R. Podguzov).


The Service Agreement on reactive power control without electricity production with the use of the generating power stations equipment concluded between PJSC RusHydroand JSC SO UESshall be deemed the interested-party transaction where the members of the Board of Directors of PJSC RusHydroM.S. Bystrov and V.M. Kravchenko who are also members of the Board of Directors of OJSC SO UESwhich is the customer on the transaction are the interested parties in accordance with Article 81 of the Federal Law On Joint-Stock Companies.


According to Article 83 of the Federal Law On Joint-Stock Companiesthe resolution on this matter shall be taken by the Board of Directors of the Company by a majority of votes of all the shareholders who are notinterested in the transaction and who have not been the persons fulfilling duties of the sole executive body of the Company within a year preceding the moment of taking such resolution and are not such persons at the present.


During counting of votes on this item, the votes of members of the Board of Directors of PJSC RusHydroM.S. Bystrov and V.M. Kravchenko, who are deemed the persons interested in the transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companiesand the vote of N.G. Shulginov fulfilling duties of the sole executive body of PJSC RusHydroshall not be taken into account.


The resolution has been adopted.


Item 3: Determination of the stance of PJSC ‘RusHydro’ (representatives of PJSC ‘RusHydro’) within the management bodies of the subsidiaries.


Item 3.1.: Determination of the stance of PJSC ‘RusHydro’ (representatives of PJSC “RusHydro”) on the item of the agenda of the management body of JSC ‘Karachay-Cherkessia Hydro-Generating Company’: On consent to carry out a major transaction, namely the loan agreement between PJSC ‘RusHydro’ and JSC ‘Karachay-Cherkessia Hydro-Generating Company’.


Resolution:

To instruct the representatives of PJSC ‘RusHydro’ at the General Meeting of Shareholders of JSC ‘Karachay-Cherkessia Hydro-Power Company’ on the issue ‘On consent to carry out a major transaction: the loan agreement between PJSC ‘RusHydro’ and JSC ‘Karachay-Cherkessia Hydro-Power Company’ to vote ‘FOR’ adoption of the following resolution:

To approve a major transaction: the loan agreement on the following essential terms and conditions (hereinafter referred to as the ‘Loan Agreement’):

Parties to the Loan Agreement:

Borrower: JSC ‘Karachay-Cherkessia Hydro-Power Company’;

Lender – PJSC RusHydro;

Subject of the Loan Agreement: the Lender shall transfer into the Borrower’s ownership the sum of money (loan amount) and the Borrower shall refund to the Lender the same sum of money (loan amount) pursuant to the terms and conditions stipulated by the Loan agreement.

The loan ceiling is 244 485 525 (Two hundred and forty-four million four hundred and eighty-five thousand five hundred and twenty-five) Russian roubles and 12 kopecks;

Loan repayment term: on demand, but not later than 5 (five) working days from the date of receiving by the Borrower of the Lender’s demand to repay of the Loan.

Interest rate for use of the loan funds is 0 per cent per annum;

The terms of granting the Loan are following: in one instalment based on the Borrower’s application;

Intended use of the Loan is replenishment of turnover means of the Borrower.


Results of voting:

‘For’ – 10 (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’ – 3 (V.M. Kravchenko,A.D. Avetisyan,N.R. Podguzov)


In accordance with Clause 15.6. 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: Consideration of the reports on the results of activities of the Committees with the Board of Directors of PJSC ‘RusHydro’ for 2016.


Item 4.1.: Approval of the report on the results of activities of the Strategy Committee under the Board of Directors of PJSC RusHydro for 2016.


Resolution:

To approve the report on the results of activities of the Strategy Committee under the Board of Directors of PJSC ‘RusHydro’ for 2016 (Appendix 3 to the Minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, 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


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


The resolution has been adopted.


Item 4.2.: Approval of the report on the results of activity of the Investment Committee under the Board of Directors of PJSC ‘RusHydro’ for the first half of 2016-2017 corporate year.

Resolution:

To approve the report on the results of activities of the Investment Committee under the Board of Directors of PJSC ‘RusHydro’ for the first half of 2016-2017 corporate year (Annex 4 to the Minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, 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


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


The resolution has been adopted.


Item 5: On the Company's priority activities.


Item 5.1: Ensuring preparation of design and budget documentation of investment projects included in the investment program of PJSC ‘RusHydro’.


Resolution:

To take into consideration the information on the realized activities aimed at ensuring preparation of design and budget documentation for full cost of investment projects planned to be included into the draft of the investment programs of PJSC ‘RusHydro’ for 2017 (adjustment) and for 2018-2020, until the terms established by the Decree of the Government of the Russian Federation as of December 01, 2009, No. 977 Government for sending to the Ministry of Energy of the Russian Federation of the Notification of acceptance of this project of investment program for consideration (Annex No. 5 to the Minutes).


Results of voting:

‘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 (N.R. Podguzov).


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


The resolution has been adopted.


Item 5.2. On disposal of shares of PJSC RusHydro, owned by its subsidiary.


Resolution:

To approve disposal by PJSC RAO ‘Energy Systems of the East’ of shares of PJSC ‘RusHydro’ owned by it through entering into sale and purchase agreements (hereinafter referred to as ‘the Agreements’) on the following essential terms and conditions:


Parties of the Agreement:

The Seller: PJSC RAO ‘Energy Systems of the East’;

The Buyers: the holders of common and preferred shares of PJSC RAO ‘Energy Systems of the East’ as of May 16, 2016, redeemed by LLC ‘Vostok-Finance’ on the basis of the Ransom Note of the securities as of March 14, 2016 in accordance with Article 84.8 of Federal Law No. 208-FZ as of December 26, 1995 ‘On Joint-Stock Companies’ (hereinafter referred to as the ‘Ransom Note’) and paid by LLC ‘Vostok-Finance’ by transferring monetary funds to the notary’s deposit.-


Subject of the Agreements:

The Seller shall dispose in favour of the Buyer no more than 48 605 474 (forty-eight million six hundred and five thousand four hundred and seventy-four) common personalized book-entry shares of PJSC ‘RusHydro’ (hereinafter referred to as ‘the Shares’).


Shares are alienated by the Seller in exchange for the right to claim against LLC Vostok-Finance to pay money funds for the redeemed shares of PJSC RAO ES of the East from the Buyers within the ransom note, arising from the Buyers after refunding money funds to LLC Vostok-Finance from the notary's deposit contributed as payment for shares of PJSC RAO ES of the East.


The number of the shares to be disposed in favour of each Buyer shall be determined on the basis of ratio of the amount of the Buyer’s claim against LLC ‘Vostok-Finance’ which shall be transferred to the Seller as payment for shares, on the one hand, and the weighted average price per 1 (one) share, on the other hand, determined according to the results of organized bidding process within 6 (six) months preceding the date of taking of this resolution by the Board of Directors of PJSC ‘RusHydro’


Price of the Agreements:

No more than the weighted average price of 48,605,474 (forty-eight million six hundred and five thousand four hundred seventy-four) Sharesdetermined according to the results of organized trading within 6 (six) months preceding the date of resolution of the Board of Directorsof PJSC ‘RusHydro’.


Results of voting:

‘For’ – 9 (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

‘Abstained’ – 4(A.D. Avetisyan, M.S. Bystrov,P.S. Grachyov,V.M. Kravchenko )


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


The resolution has been adopted.


Item 5.3: On consideration of results of on-site inspections of the Ministry of Energy of Russia of the course of realization of investment projects ‘Construction of the 2nd stage of the Blagoveshchenskaya combined heat and power (CHP) plant’, ‘Construction of the combined heat and power (CHP) Plant in Sovetskaya Gavan town’, ‘Construction of Yakutskaya Hydroelectric Power Plant -2 (1st stage)’, Construction of Sakhalinskaya Hydroelectric Power Plant -2 (1st stage)’ and consideration of plans of actions on addressing the observations detected adopted by PJSC ‘RusHydro’ to ensure commissioning of facilities.


Resolution:

To postpone the consideration of the item to the meeting of the Board of Directors of PJSC ‘RusHydro’ in the form of joint attendance in person to be held on April 2017.


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, 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


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


The resolution has been adopted.


Item 5.4: Actions aimed at debt refinancing of the companies taking part of the holding of RAO ‘Energy Systems of the East’


Resolution:

1. To take into consideration the information about the actions carried out for the purpose ofraising of funds for repayment of credit and loans of the companies of the holding of PJSC ‘RAO Energy System of the East’ :in accordance with the resolution of the Board of Directors of the Company as of December 27, 2016 (Minutes No. 246) :


1.1. it is planned to raise into equity capital of PJSC ‘RusHydro’ the monetaryfunds from ‘VTB Bank’ (JSC) in the amount of 55 billion roubles through placement of additional shares of PJSC ‘RusHydro’ for the amount of 40 billion roubles and disposition of ‘treasury’ shares of PJSC ‘RusHydro’ by the controlled companies taking part of the RusHydro Group (JSC ‘Hydroinvest’, LLC ‘AESOP’) in the amount of 15 billion roubles;


1.2. legally binding documentation for transactions for conclusion of non-deliverable equity forward of PJSC RusHydro having total cost of 55 billion roubles for a period of 5 yearshas been harmonized and coordinated between PJSC ‘RusHydro’ and VTB Bank (PJSC)


2. To amend the resolution of Board of Directors of the Company as of December 27, 2016 (Minutes 246) on the item 2.2 ‘On approval of transaction for non-deliverable equity forward between PJSC RusHydro and VTB Bank (PJSC) (hereinafter referred to as ‘the Resolution’) as follows:


2.1 - To read Paragraph 1 of the Resolution as follows:

“To approve the transaction for non-deliverable equity forward (hereinafter referred to as the ‘Non-Deliverable Forward’ or ‘Transaction’) to be carried out between PJSC ‘RusHydro’ and VTB Bank (PJSC) by concluding one non-deliverable equity forward agreement in respect of 55 000 000 000 (Fifty-five billion) ordinary book-entry shares of PJSC ‘RusHydro’ on the following essential terms and conditions:’


2.2 To read Paragraph 7 of the Resolution Forward price (per share)asfollows:

The forward price (per share of PJSC ‘RusHydro’) shall be determined as par value of a share in the underlying asset under the Transaction, accruals at the Forward Rate per par value of a share in the underlying asset and the initial payment excluding dividends (per share of PJSC ‘RusHydro’), received (after tax) by the Seller within the validity period of the non-deliverable forward and unaccounted for reduction of intermediate payments of the Buyer according to the non-deliverable forward and excluding all amount actually paid by the Buyer at the time of the calculation of the forward price (per one share of PJSC RusHydro) including dividends (after tax) by which the amounts of intermediate payments were reduced.


The amount of dividends (after tax) received by the Seller for each financial year will reduce the amount of intermediate payments of the Buyer at the dates of intermediate payments coming not earlier than within 93 (ninety-three) days after receipt of the relevant amount of dividends by the Seller.


The amount of the initial payment against the non-deliverable forward (per one share of PJSC RusHydro) is 0.5 (zero point five) percentage points of the nominal value per share of the underlying asset under the Transaction and shall be paid by the Buyer for all number of shares not later than within three working days from the date of the Transaction.


The intermediate payments against the non-deliverable forward shall be made by the Purchaser on a quarterly basis at the amount equal to the product of the accruals per par value of a share of the underlying asset at the Forward Rate on the number of shares of the underlying asset.


2.3 To read Paragraph 11 of the Resolution Forward price (per share of PJSC RusHydro)asfollows:

‘Determined by one of the following methods:

Method 1 – The estimated price shall be determined as the largest value of the two following values: the stock exchange price or the actual selling price of shares in the event of sale of all shares to the third party;

Method 2 – The estimated price shall be determined as the total weighted average price per share received on the basis of the total of the best quotations received by the settlement agent (VTB Bank (PJSC) for the relevant block of shares from the participants of market and (or) as a market price stipulated by an independent assessor.


The procedure for use of quotations of the market participants and (or) the report of the independent assessor (including a list of market participants and the persons who may be involved in the estimation procedure) for determining the Estimated price shall be determined by the Parties of the Transaction in the confirmation of the Transaction. At that, the procedure and the conditions of disposal of Shares shall be determined in agreement with the Federal Property Management Agency.’.


2.4 To read Paragraph 13 of the Resolution: Acceleration and/or termination of the Transaction as follows:

Acceleration of the Transaction and specific features of the term of forward’:

Acceleration of the Transaction is possible at the discretion of the Buyer no earlier than within 913 (nine hundred and thirteen) calendar days after the date of the Transaction (Grace period), and no later than six months plus five business days before the expiry date of the term of the Transaction.


At that, acceleration of the Transaction is possible before Grace period expires in case of the sale of shares to a strategic investor or through public offering. At that, the procedure and conditions of the alienation of shares are determined in agreement with the Federal Property Management Agency.


Any Additional fee for acceleration at the discretion of the Buyer shall not be charged.


Acceleration of the Transaction at the discretion of the Seller is possible in cases of violation of the Buyer’s payment obligations under the Transaction, financial and behavioural covenants under the terms of the Transaction, as well as upon the occurrence of events specified in the transaction documents relating to the Shares, including de-listing.


The planned date for final settlement shall be no later than fifteen business days after the expiry of the five-year period. In connection with the obligations of VTB Bank (PJSC) to Federal Agency for State Property Management on obtaining the necessary approvals, unscheduled suspension of the evaluation period in respect of the Shares in accordance with the terms of the Transaction is possible; at the same time, the period of the Settlement Forward may be respectively extended in order to receive such approvals, but for not more than twelve months’.


3. To amend the resolution of Board of Directors as of December 27, 2016 (Minutes No. 246) on the item 2.3 ‘On the conditions of transferring of funds by PJSC ‘RusHydro’ to the companies of PJSC ‘RAO ‘Energy Systems of the East’ (hereinafter referred to as ‘the Resolution’) amending the interest rate calculation formula specified in Sub-clause 1.2 of the Decision as follows:


Interest rate

Period 1 – since the date of issuance of a loan till December 31, 2017.

During the Period 1, the interest rate shall be determined according to the following formula:,


image007.png


where:

image009.png – the interest rate on loans per annum n; it shall be calculated as a percentage per annum rounding its value according to the rules of mathematical rounding up to two decimal places.

image011.png– key rate set by the Central Bank of Russia;

image013.png – planned amount of dividend payments of the Company in current year in respect of share of stock excluding dividend income tax prescribed by the business plan approved by the Company. For the purposes of calculation of the interest rate of the Period 1 image013.png shall be taken equal to 2805750000 (two billion eight hundred and five million seven hundred and fifty thousand) roubles [1];

The stock of shares is a stock of shares, constituting 12.9% of the authorized capital of the Company.

Periods 2, 3 n are the periods since January 1st to December 31 of the relevant year, starting from 2018.

For the Period 2, 3 ... n the interest rate on loans shall be determined according to the following formula:

image015.png,
where

image017.png – the amount of dividend payout actually paid by the Company in previous year in respect of share of stock excluding dividend income tax;

image019.png – planned amount of dividend payout of the Company in previous year in respect of share of stock excluding dividend income tax included in the calculation of interest rate for the Period image021.png.

Results of voting:

‘For’ – 11 (A.D. Avetisyan, 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’ — 2 (M.S. Bystrov, N.R. Podguzov).


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


The resolution has been adopted.


Item 6: Approval of the Report on disposal of non-core assets for 2016.


Resolution:

To approve the Report on disposal of non-core assets for 2016, including the Report on the course of implementation of the action plan on disposal of non-core assets for the fourth quarter of 2016 (Appendix 6 to the Minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov 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

“Abstained” — 1 (V.M. Kravchenko).


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


The resolution has been adopted.


Item 7: Charitable and Sponsorship Program of the Company.


Item 7.1. On approval of the report on implementation of Charitable and Sponsorship Program of the Company for 2016.


Resolution:

To approve the report on implementation of the Charitable and Sponsorship Program of the Company for 2016 (Appendix 7 to the Minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov 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

“Abstained” — 1 (V.M. Kravchenko).


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


The resolution has been adopted.


Item 7.2.: On approval of the Charitable and Sponsorship Program of the Company for 2017.


Resolution:

To approve the Charitable and Sponsorship Program of the Company for 2017 (Appendix 8 to the Minutes).


Results of voting:

‘In favour’ – 10 (M.S. Bystrov 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 (A.N. Shishkin).

‘Abstained’ – 2 (V.M. Kravchenko, A.D. Avetisyan)


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


The resolution has been adopted.



[1] Calculated on the basis of the direction of payout of 50% dividends of maximum possible volume of RusHydro Group’s net profit/PJSC RusHydro in 2016 – 50 billion roubles.

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