Minutes of 18.04.2017 №251

MINUTES No. 251

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):

April 18, 2017, 6:00 p.m.

(Moscow time).

Date of drawing up the Minutes:

April 18, 2017

Form of meeting:

absentee voting

Place of counting the votes:

7, Malaya Dmitrovka, Moscow, 1st floor, Enisey hall.

Number of elected members of the Board of Directors:

13 persons.

Member of the Board of Directors who took part in the vote:

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,

A.N. Shishkin,

N.G. Shulginov.

In accordance with the Federal Law “On Joint-Stock Companies” and the Company's Articles of Association, the quorum for a meeting of the Board of Directors is present.


AGENDA OF THE MEETING:


  1. On approval of the report on the results of activity of the Committees under Board of Directors for the second half of 2016.
  2. On approval of the report on the implementation of a public technological and price audit of investment projects for 2016, containing the results of the consolidated analysis of audits and conclusions on the results of public and expert discussion.
  3. On introducing amendments to the Long-term development program of RusHydro Group
  4. On enforcement of the resolutions adopted by the Company's Board of Directors: “On proposals to improve the methodology for calculating and evaluating key performance indicators in terms of the implementation of capacity schedules and financing and development plan.
  5. On approval of the combination by an individual who fulfils duties of the sole executive body, and members of the Management Board of posts in the management bodies of other organizations, as well as other paid positions in other organizations.
  6. On the Company's priority activities.
  7. On termination of participation of the Company in other organizations.
  8.  Determination of the stance of PJSC ‘RusHydro’ (representatives of PJSC ‘RusHydro’) within the management bodies of the subsidiaries.
  9. On approval of a Report on the insurance protection of PJSC RusHydro for 2016.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On approval of the report on the results of activity of the Committees under Board of Directors for the second half of 2016.


Item 1.1.: On approval of the report on the results of activity of the Audit Committee under PJSC RusHydro Board of Directors for the second half of 2016.


Resolution:

To approve the report on the results of activity of the Audit Committee under PJSC RusHydro Board of Directors for the second half of 2016 (Appendix 1 to the Minutes).


Results of voting:

‘In favour’ – 12 (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.: On approval of the report on the results of activity of the Human Resources and Remunerations (Nominations) Committee under PJSC RusHydro Board of Directors for the second half of 2016.


Resolution:

To approve the report on the results of activities of the Human Resources and Remunerations (Nominations) Committee under PJSC RusHydro’s Board of Directors for the second half of 2016 (Appendix 2 to the Minutes).


Results of voting:

‘In favour’ – 12 (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 1.3.: On approval of the report on the results of activity of the Committee for the Far-Est energy development issues under Board of Directors of PJSC RusHydro for the second half of 2016-2017 corporate year.


Resolution:

To approve of the report on the results of activity of the Committee for the Far-Est energy development issues under PJSC RusHydro Board of Directors for the first half of 2016-2017 corporate year (Annex 3 to the Minutes).


Results of voting:

‘In favour’ – 11 (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, 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 2: On approval of the report on the implementation of a public technological and price audit of investment projects for 2016, containing the results of the consolidated analysis of audits and conclusions on the results of public and expert discussion.


Resolution:

To approve of report on the implementation of a public technological and price audit of investment projects for 2016, containing the results of the consolidated analysis of audits and conclusions on the results of public and expert discussion (Appendix 4 to the Minutes).


Results of voting:

‘In favour’ – 11 (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, 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 3: On introducing amendments to the Long-term development program of RusHydro Group


Resolution:


To approve amendments to the Long-term development program of RusHydro Group approved by the decision of the Board of Directors of the Company (Minutes No. 244 of November 23, 2016) (Appendix No. 5 to the Minutes).


Results of voting:

‘In favour’ – 10 (M.S. Bystrov,V.M. Kravchenko,S.N. Ivanov, , V.V. Pivovarov,N. R. Podguzov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, A.N. Shishkin, N.G. Shulginov).

“Against” — 1 (P.S. Grachyov).

‘Abstained’ — 1 (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.


A separate opinion of the member of the Board of Directors of the Company A.D. Avetisyan regarding the agenda item No. 3 is attached to the Minutes.


The resolution has been adopted.


Item 4: On enforcement of the resolutions adopted by the Company's Board of Directors: “On proposals to improve the methodology for calculating and evaluating key performance indicators in terms of the implementation of capacity schedules and financing and development plan.


Resolution:

1. To approve amendments to the methodology for calculating and evaluating the annual key performance indicators of the members of the Management Board of PJSC RusHydro for 2017[1] in terms of KPI«Implementation of capacity schedules and a plan for financing and development, in per cent(Appendix No. 6 to the Minutes ).

2. To determine that the amendments specified in paragraph 1 of the present resolution, shall apply from January 1, 2017.


Results of voting:

‘In favour’ – 10 (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, A.N. Shishkin, N.G. Shulginov).

“Against" — 1 (V.M. Kravchenko).

‘Abstained’ — 1 (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.


Item 5: On approval of the combination by an individual who fulfils duties of the sole executive body, and members of the Management Board of posts in the management bodies of other organizations, as well as other paid positions in other organizations.


Resolution:

To coordinate the combining;

1. By the Head of the Management Board, Chief Executive Officer of the Company Shulginov Nikolay Grigoryevich the following positions:

- Member of the Board of Directors of PJSC Rosset;

- Member of the Board of Trusteesof the Federal State Budgetary Educational Institution of Higher Education National Research University MEI (Moscow Energy Institute);-

- Member of the Board of Trusteesof the Federal State Autonomous Educational Institution of Higher Education ‘Siberian Federal University’;-

- Member of the Supervisory Board of the Association “Non-Profit Partnership Market Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market"

- Member of the Supervisory board (Chairman of the Supervisory board) of the Association of organizations and employees of hydropower industry ‘Hydropower industry of Russia’;

- Member of the Management Board of All-Russian Association of Employers “Russian Union of Industrialists and Entrepreneurs”;

- Member of the Board of Directors of the Global Sustainable Energy Partnership.


2. By the Member of the Management Board, First Deputy General Director of the Company Rizhinashvili George Ilyich of the following positions:

- Chairman of the Management Board of the Foundation for the Development of the Faculty of Economics of Lomonosov Moscow State University;

- Member of the Strategy Committee of the Board of Directors of PJSC Rosset.


3. By the Member of the Management Board, First Deputy Chief Executive Officer of the Company, Chief Engineer of the Company Bogush Boris Borisovich of the position of the Member (Deputy Chairman) of the Supervisory board of the Association of organizations and employees of hydropower industry ‘Hydropower industry of Russia’;


4. By the Member of the Management Board, First Deputy Chief Executive Officer of the Company Kazachenkov Andrey Valentinovich of the following positions:

- Member of the Board of Directors (Chairman of the Board of Directors) of PJSC “RAO Energy Systems of the East”.

- Member of the Committee on investments, technical policy, reliability, energy efficiency and innovation under the Board of Directors of PJSC Rosset.


Results of voting:

‘In favour’ – 12 (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, 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 6: On the Company's priority activities.


Item 6.1: On postponement of execution of the order on the agenda item 2 of the meeting of the Board of Directors of the Company on February 19, 2016 “On the progress in construction of the Zagorskaya PSHPP-2” (Minutes No. 231 of February 20, 2016, Minutes No. 242 of October 10, 2016).


Resolution:

To postpone the execution of item “On the progress in construction of the Zagorskaya PSHPP-2” (Minutes No. 242 of February 20, 2016, Minutes No. 242 of October 10, 2016) in terms of the preparation and submission to the Board of Directors of the Company of the project justification of recovery of Zagorskaya PSHPP-2 (including technical, legal and economic aspects related to the draft of the building of the station unit of Zagorskaya PSHPP-2 on September 17, 2013) by June 30, 2017.


Results of voting:

‘In favour’ – 12 (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, 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 6.2.: On the Program of Development of the Far-East RES.


Resolution:

To take into consideration the information on the Program of Development of the Far-East RES (Appendix 7 to the Minutes).


Results of voting:

‘In favour’ – 10 (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, A.N. Shishkin, N.G. Shulginov).

‘Against’ — 1 (A.D. Avetisyan).

‘Abstained’ — 1 (A.N. Shishkin).


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: On termination of participation of the Company in other organizations.


Item 7.1.: On the termination of participation of PJSC “RusHydro” in OJSC ‘Zharki’.


Resolution:

1. To approve the termination of participation of JSC RusHydro in OJSC Zharki by disposal 25,940 (twenty-five thousand nine hundred and forty) ordinary shares of Zharki OJSC (hereinafter referred to as the Shares) belonging to JSC RusHydro by means of appropriate competitive procedures in accordance with the Program of disposal of non-core assets of the Company approved by the decision of the Board of Directors of October 07, 2016 (Minutes No. 242 of October 10, 2016).


2. To determine the first stage of the sale of bidding in the form of an open auction to increase the initial price of the lot (hereinafter – the Auction).


3. To determine the initial price (monetary value) of the shares to be disposed at the Auction in the amount of 8,370,000 (eight million three hundred and seventy thousand) roubles, VAT exempt, in accordance with the independent appraiser’s report on the valuation of market value (No. 77-26231607-16-1393/1 of December 12, 2016).


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 7.2. On termination of participation of PJSC RusHydro in JSC HydroEngineering Siberia, JSC «Far East WPP, LLC Fiagdon МHPP, JSC South-Yakutia HPC, JSC Karachay-Cherkessia Hydro-Power Company.


Item 7.2.1: On the termination of participation of PJSC “RusHydro” in JSC HydroEngineering Siberia.


Resolution:

To terminate participation of PJSC “RusHydro” in JSC HydroEngineering Siberia.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 7.2.2: On the termination of participation of PJSC “RusHydro” in JSC Far East WPP.


Resolution:

To terminate participation of PJSC “RusHydro” in JSC Far East WPP.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 7.2.3: On the termination of participation of PJSC “RusHydro” in LLC ‘Fiagdon MHPP’.


Resolution:

To terminate participation of PJSC “RusHydro” in LLC ‘Fiagdon MHPP’.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 7.2.4: On the termination of participation of PJSC “RusHydro” in JSC ‘South Yakutia HPC’.


Resolution:

To terminate participation of PJSC “RusHydro” in JSC ‘South Yakutia HPC’.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 7.2.5: On the termination of participation of PJSC “RusHydro” in JSC Karachay-Cherkessia Hydro-Power Company.


Resolution:

To terminate participation of PJSC “RusHydro” in JSC Karachay-Cherkessia Hydro-Power Company.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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


Item 8.1: On determining the position of the Company (representatives of the Company) on the agenda item of the meeting of the management bodies of subsidiaries for the item on Liquidation of a Subsidiary”.


Item 8.1.1.1: On determination the position of PJSC “RusHydro” (representatives of PJSC “RusHydro”) on the agenda item of the meeting of JSC HydroEngineering Siberia governing bodies:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC HydroEngineering Siberia to vote “FOR” the adoption of the following decision on the issue “On liquidation of JSC HydroEngineering Siberia”:

“To liquidate JSC HydroEngineering Siberia”;


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 8.1.1.2: On determination the position of PJSC “RusHydro” (representatives of PJSC “RusHydro”) on the agenda item of the meeting of JSC HydroEngineering Siberia governing bodies:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC HydroEngineering Siberia to vote “FOR” the adoption of the decisions related to the liquidation of JSC HydroEngineering Siberia, considered in accordance with Articles 61-64 of the Civil Code of the Russian Federation and Articles 21-24 of the Federal Law “On Joint Stock Companies” No. 208-ФЗ of December 26, 1995.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 8.1.2.1: On defining the position of PJSC “RusHydro” (representatives of PJSC “RusHydro’) on the agenda item of the meeting of governing bodies of JSC Far East WPP:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC Far Eastern WPP to vote “FOR” the adoption of the following decision on the issue “On liquidation of JSC Far Eastern WPP”:

“To liquidate JSC Far-Eastern WPP”;


Results of voting:

‘In favour’ – 12 (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 15.6. 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 8.1.2.2: On defining the position of PJSC “RusHydro” (representatives of PJSC “RusHydro’) on the agenda item of the meeting of governing bodies of JSC Far East WPP:

Resolution:

To instruct the representatives of the Company in the management bodies of JSC Far-Eastern WPP to vote “FOR” the adoption of the decisions related to the liquidation of JSC Far-Eastern WPP, considered in accordance with Articles 61-64 of the Civil Code of the Russian Federation and Articles 21-24 of the Federal Law “On Joint Stock Companies” No. 208-ФЗ of December 26, 1995.


Results of voting:

‘In favour’ – 12 (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 15.6. 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 8.1.3.1: 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’:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC Karachay-Cherkessia Hydro-Power Company to vote “FOR” the adoption of the following decision on the issue “On liquidation of JSC Karachay-Cherkessia Hydro-Power Company:

To liquidate JSC ‘Karachay-Cherkessia Hydro-Power Company’.


Results of voting:

‘In favour’ – 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

Abstained — 0


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 8.1.3.2: 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’:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC “Karachay-Cherkessia Hydro-Power Company” to vote “FOR” the adoption of the decisions related to the liquidation of JSC “Karachay-Cherkessia Hydro-Power Company”, considered in accordance with Articles 61-64 of the Civil Code of the Russian Federation and Articles 21-24 of the Federal Law “On Joint Stock Companies” No. 208-ФЗ of December 26, 1995.


Results of voting:

‘In favour’ – 12 (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 15.6. 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 8.1.4.1: On determination of the stance of PJSC “RusHydro” (representatives of PJSC “RusHydro’) on the agenda item of the meeting of governing bodies of LLC ‘Fiagdon MHPP’:


Resolution:

To instruct the representatives of the Company in the management bodies of LLC Fiagdon MHPP to vote “FOR” the adoption of the following decision on the issue “On liquidation of LLC Fiagdon MHPP”:

“To liquidate LLC Fiagdon MHPP”;


Results of voting:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

“Abstained" — 0.


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 8.1.4.2: On determination of the stance of PJSC “RusHydro” (representatives of PJSC “RusHydro’) on the agenda item of the meeting of governing bodies of LLC ‘Fiagdon MHPP’:


Resolution:

To instruct the representatives of the Company in the management bodies of LLC Fiagdon MHPP to vote “FOR” the adoption of the decisions related to the liquidation of LLC Fiagdon MHPP , considered in accordance with Articles 61-64 of the Civil Code of the Russian Federation and Articles 21-24 of the Federal Law “On Joint Stock Companies” No. 208-ФЗ of December 26, 1995.


Results of voting:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

“Abstained" — 0.


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 8.1.5.1: On defining the position of PJSC “RusHydro” (representatives of PJSC “RusHydro”) on the agenda item of the meeting of governing bodies of JSC South-Yakutia HPC:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC South-Yakutia HPC to vote “FOR” the adoption of the following decision on the issue “On liquidation of JSC South-Yakutia HPC”:

“To liquidate JSC South-Yakutia HPP”;


Results of voting:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

“Abstained" — 0.

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 8.1.5.2: On defining the position of PJSC “RusHydro” (representatives of PJSC “RusHydro”) on the agenda item of the meeting of governing bodies of JSC South-Yakutia HPC:


Resolution:

To instruct the representatives of the Company in the management bodies of JSC South-Yakutia HPC to vote “FOR” the adoption of the decisions related to the liquidation of JSC South-Yakutia HPC, considered in accordance with Articles 61-64 of the Civil Code of the Russian Federation and Articles 21-24 of the Federal Law “On Joint Stock Companies” No. 208-ФЗ of December 26, 1995.


Results of voting:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

“Abstained" — 0.


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 8.2.: On defining the position of PJSC "RusHydro" (representatives of PJSC "RusHydro") on the agenda item of the management body of JSC "Blagoveshchenskaya CHP Plant": “On approval of conclusion of Supplementary Agreement No. 11 to General Contractor Agreement for construction of “Blagoveshchenskaya CHP Plant (2nd stage)" No. 1-КС-2013-БТЭЦ-2/12А of December 26, 2013, being a major transaction, between JSC Blagoveshchenskaya CHP Plant and OJSC Power Machines".


Resolution:

On instruction of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda item of the meeting of JSC Blagoveshchenskaya CHP Plant governing bodies

“On approval of conclusion of Supplementary Agreement No. 11 to General Contractor Agreement for construction of “Blagoveshchenskaya CHP Plant (2nd stage)” No. 1-КС-2013-БТЭЦ-2/12А of December 26, 2013, being a major transaction, between JSC Blagoveshchenskaya CHP Plant and OJSC Power Machines".

to vote "FOR" the adoption of following resolution:

To give consent to the conclusion of the Supplementary Agreement (hereinafter - the Supplementary Agreement) by JSC “CHPP in Sovetskaya Gavan” to the General Contractor Agreement for the construction of a CHPP in Sovetskaya Gavan No. СГ ТЭЦ – 14/0027 of June 23, 2014 (hereinafter – the Agreement), being a major transaction, the value of which exceeds 50 percent of the book value of assets of JSC “CHPP in Sovetskaya Gavan”, on the following material terms:

Parties to the Supplementary Agreement:

Customer — JSC Blagoveshchenskaya CHP Plant;

General Contractor — OJSC Power Machines.

The subject of the Supplementary Agreement (in terms of changing the conditions approved by the sole shareholder of the Customer on December 25, 2013, decision of the Trustee No. 02/2013-БТЭЦ):

1) Introducing amendments to the Agreement aimed at clarifying the procedure and time frames for achieving the guaranteed performance indicator “Nitrogen oxide content in burned gases” (emission into the atmosphere) less than (300) (three hundred) mg/Nm3 (hereinafter – NOx level indicator in burned gases):

The General Contractor ensures achievement of the NOx level indicator in burned gases during the warranty period, but not later than 24 months after the actual completion of the Facility.

2) Introducing amendments to the Agreement related to the establishment of sanctions against the General Contractor and recovery of losses for failure to reach the NOx level indicator in burned gases within the established period:

The Customer is entitled to accrue one-time fine in the amount of RUB 5,000,000 (five million roubles) for every full 10 mg/Nm3 exceeding the NOx level indicator in burned gases.

The General Contractor shall indemnify the Customer for losses and expenses of any nature (including compensation for damage to the environment, fines and other sanctions imposed by the competent authorities) related to the violation or resulting from a violation of the NOx level indicator in burned gases. The above losses and expenses are subject to reimbursement in full beyond the fine (penalty) established in the Contract.

Price of the Agreement:

The limit price of the Agreement shall not be changed in connection with the conclusion of Supplementary Agreement and shall amount to RUB 7,198,180,822.14 (seven billion one hundred ninety-eight million one hundred eighty thousand eight hundred twenty-two roubles and 14 kopecks), including VAT.

Other substantive provisions:

The Supplementary Agreement shall enter into force upon its signature and shall apply to the relations of the Parties from December 23, 2016”.


Results of voting:

‘In favour’ – 10 (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, A.N. Shishkin, N.G. Shulginov).

“Against" — 1 (V.M. Kravchenko).

"Abstain" — 1 (M.S. Bystrov).


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 8.2.: On defining the stance of PJSC RusHydro (representatives of PJSC RusHydro) on the agenda item of the meeting of the governing body of PJSC RAO ES of the East, JSC ‘RBEF’ and JSC ‘ESC RusHydro’: On acquisition of subordinated bonds of the Joint-Stock Commercial Bank for the Promotion of Charity and Spiritual Development of the Fatherland “PERESVET” (Joint-Stock Company).


Resolution:

To instruct the representatives of PJSC RusHydro) on the agenda item of the meeting of the governing body of PJSC RAO ES of the East, JSC ‘RBEF’ and JSC ‘ESC RusHydro’: On participation in the bank JSCB ‘PERESVET’ (JSC) to vote “FOR” the adoption of following resolution:

To approve participation of JSC RAO ES of the East, JSC ‘RBEF’ and JSC ‘ESC RusHydro’ in the authorized capital of Joint-Stock Commercial Bank for the Promotion of Charity and Spiritual Development of the Fatherland “PERESVET” (Joint-Stock Company) (hereinafter referred to as ‘the Bank’) by purchasing securities of the Bank from funds held in the accounts of (settlement, depository) authorized companies of the RusHydro Group with the Bank as of October 21, 2016, on the following material terms and conditions:

Identification and other characteristics of securities - bonds of the C01 series, documentary, bearer bonds, with mandatory centralized custody, interest bearing, convertible, with a par value of 329 rubles each, with the option of early redemption at the discretion of the issuer, placed through a private offering, with a maturity date, Which expires 15 years from the date of the commencement of placement (hereinafter referred to as the Bonds), the individual state registration number 40402110B, the date of state registration of the issue on February 13, 2017. (Hereinafter referred to as ‘the Decision on Issuance’);

The purchase price of the Bonds - at a price not higher than the Bond placement price, equal to the face value;

The number and value of the Bonds to be acquired shall be in accordance with Appendix 8 to the Minutes;

The Bonds’ redemption terms: Bonds are redeemed by converting Bonds into ordinary registered uncertificated shares of the Bank with a par value of 329 rubles each (hereinafter referred to as Shares) in the manner and within the terms determined by the Bond Issue Decision, or in the event that the decision to increase the authorized capital by issuing Shares of the Bank into which the Bonds are converted are not accepted, then the Bonds are repaid in cash;

The conversion ratio of the Bonds into the Bank’s Shares - one Bond shall be converted into one Share;

Other terms of placement and circulation of Bonds - are determined by the Decision on the issue of Bonds or in accordance with the procedure established by the Decision on the Issue of the Bonds.


Results of voting:

“For” — 12 (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, A.N. Shishkin, N.G. Shulginov).

Against — 0

“Abstained" — 0.


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 9: On approval of a Report on the insurance protection of PJSC RusHydro for 2016.


Resolution:

To approve the Report on the insurance protection of PJSC RusHydro for 2016 (Appendix 9 to the Minutes).


Results of voting:

‘In favour’ – 12 (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, 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.



[1] Approved by the Board of Directors decision of OJSC RusHydro on December 23, 2016 (Minutes No 245 as of December 26, 2016).

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