Minutes of 23.05.2017 №253

MINUTES No. 253

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):

May 22, 2017, 6:00 p.m.

(Moscow time).

Date of drawing up the Minutes:

May 23, 2017

Form of meeting:

absentee voting

Place of counting the votes:

7, Malaya Dmitrovka, Moscow

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,

S.V. Shishin,

A.N. Shishkin,

N.G. Shulginov.


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


AGENDA OF THE MEETING:


  1. On approval of the agenda of the Annual General Meeting of the Company's Shareholders.
  2. On preliminary approval of the Company's Annual Report for 2016.
  3. On approval of the report on non-arm’s length transactions concluded by the Company in 2016.
  4. On consideration of the Company's annual financial statements for 2016.
  5. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Company’s profit distribution based on the results of 2016.
  6. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding:On the amount of dividends, terms and form of payment according to the results of activity for 2016 and establishment of the date on which the persons entitled to receive dividends shall be defined.
  7. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: the payment of remuneration to the members of the Board of Directors who are not civil servants for activity in the membership of the Board of Directors of the Company in the amount established by the Company's internal documents.
  8. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: On payment of remuneration for work as a part of the Auditing Commission of the Company to the members of the Auditing Commission of the Company who are not public officials, in the amount established by internal documents of the Company.
  9. On recommendations to the Annual General Meeting of the Company's Shareholders regarding the nomination for the Company's Auditor.
  10. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Company’s Articles of Association in the new edition.
  11. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on the procedure of convening and holding the General Meeting of Shareholders of the Company in the new edition.
  12. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: the approval of the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company as amended.
  13. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on the Company’s Management Board in the new edition.
  14. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on payment of remuneration and compensation to the members of the Board of Directors of the Company in the new edition.
  15. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on remuneration and compensation to the members of the Audit Commission of the Company in the new edition.
  16. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: the termination of participation of PJSC RusHydro in NP KONTZ UES.
  17. On approval of conclusion of a loan agreement between PJSC RusHydro and JSC “RAO ES of East”, that is a transaction of interest.
  18. On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: On approval of conclusion of a loan agreement between PJSC “RusHydro” and JSC “RAO ES of East”, that is a transaction of interest.
  19. On the issues related to convening, preparing and holding the Annual General Meeting of the Company's Shareholders.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: On approval of the agenda of the Annual General Meeting of the Company's Shareholders.


Resolution:

To approve the agenda of the Annual General Meeting of the Company's Shareholders held based on the results of 2016:

1. Approval of the Company's Annual Report for 2016.

2. Approval of the Company's annual financial statements for 2016.

3. Approval of the Company’s profit distribution based on the results of 2016.

4. On the amount of dividends, terms and form of payment according to the results of activity for 2016 and establishment of the date on which the persons entitled to receive dividends shall be defined.

5. On payment of remuneration for work as a part of the Board of Directors to the members of the Board of Directors of the Company who are not public officials, in the amount established by internal documents of the Company.

6. On payment of remuneration for work as a part of the Auditing Commission of the Company to the members of the Auditing Commission of the Company who are not public officials, in the amount established by internal documents of the Company.

7. Election of the members of the Board of Directors of the Company.

8. Election of the members of the Audit Commission of the Company.

9. Approval of the Company's Auditor.

10. Approval of the Company’s Articles of Association in the new edition.

11. Approval of the Regulation on the procedure of convening and holding the General Meeting of Shareholders of the Company in the new edition.

12. the approval of the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company as amended.

13. Approval of the Regulation on the Company’s Management Board in the new edition.

14. Approval of the Regulation on payment of remuneration and compensation to the members of the Board of Directors of the Company in the new edition.

15. Approval of the Regulation on remuneration and compensation to the members of the Audit Commission of the Company in the new edition.

16. the termination of participation of PJSC RusHydro in NP KONTZ UES.

17. On approval of conclusion of a loan agreement between PJSC “RusHydro” and JSC “RAO ES of East”, that is a transaction of interest.


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 2: On preliminary approval of the Company's Annual Report for 2016.


Resolution:

To pre-approve the Annual Report of the Community for 2016 (Appendix 1) and submit it for approval to the annual General Meeting of Community Shareholders.


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 3: On approval of the report on non-arm’s length transactions concluded by the Company in 2016.


Resolution:

To approve of the report on non-arm’s length transactions concluded by the Company in 2016 (Annex 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.


Item 4: On consideration of the Company's annual financial statements for 2016.


Resolution:

To preliminary approve the Company’s annual financial statements for 2016 (Annex 3) and submit it for approval of the Annual General Meeting of the Company's Shareholders.


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 recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Company’s profit distribution based on the results of 2016.


Resolution:

To preliminary approve and advise the Annual General Meeting of the Company’s Shareholders to approve the following distribution of the Company’s earnings (loss) based on the results of 2016:



(RUB)

Retained earnings (loss) of the reporting period

41,876,917 365.56

To be distributed on: the Reserve Fund

2,093,845 868.28

Company’s Development

19,907,568 709.87

Dividends

19,875,502 787.41

Repayment of loss from previous years

0,00


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 6: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: On the amount of dividends, terms and form of payment according to the results of activity for 2016 and establishment of the date on which the persons entitled to receive dividends shall be defined.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

Pay dividends on Equity Shares of the Company as of year-end 2016 in the amount of 0.0466245 roubles per one share.

The form of dividend payment: monetary.

Establish July 10, 2017 as the date on which the persons entitled to receive dividends shall be defined..

The term of payment of dividends to a nominal holder and to a trustee who is a professional participant of the securities market registered in the register of Company’s shareholders shall not exceed 10 working days and for other persons, registered in the register of Company’s shareholders - 25 working days from the date on which define the persons entitled to receive dividends.


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 7: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: the payment of remuneration to the members of the Board of Directors who are not civil servants for activity in the membership of the Board of Directors of the Company in the amount established by the Company's internal documents.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

Resolution wording: Pay remuneration to the members of the Board of Directors of the Company based on the results of activity in the period from June 27, 2016 to June 26, 2017 in the amount, manner and time as provided for in the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of PJSC “RusHydro” that was approved by the decision of the Annual General Meeting of the Company’s Shareholders dated June 29, 2016 (Minutes No. 15).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 8: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: On payment of remuneration for work as a part of the Auditing Commission of the Company to the members of the Auditing Commission of the Company who are not public officials, in the amount established by internal documents of the Company.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

Resolution wording: To pay remuneration to the members of Company’s Auditing Commission based on the results of activity as part of the Auditing Commission for the period from June 27, 2016 tо June 26, 2017 in the amount, manner and time as provided for in the Regulation on payment of remuneration and reimbursement to the members of the Auditing Commission of PJSC “RusHydro” that was approved by the decision of the Annual General Meeting of the Company’s Shareholders dated 29.06.2016 (Minutes No. 15).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 9: On recommendations to the Annual General Meeting of the Company's Shareholders regarding the nomination for the Company's Auditor.


Resolution:

To advise the Annual General Meeting of the Company’s Shareholders held based on the results of 2016 to approve Joint Stock Company PricewaterhouseCoopers Audit as the Auditor of PJSC “RusHydro” (the Auditor’s OGRN 1027700148431).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 10: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Company’s Articles of Association in the new edition.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

To approve the Company's Articles of Association in a new version (Annex 4 to the minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 11: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on the procedure of convening and holding the General Meeting of Shareholders of the Company in the new edition.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

To approve the Regulation on the procedure for convening and holding the General Meeting of the Company’s Shareholders in a new version (Annex 5 to the Minutes.).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 12: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: the approval of the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company as amended.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

To approve the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version (Annex 6).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 13: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on the Company’s Management Board in the new edition.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

To approve the Company's Articles of Association in a new version (Annex 7 to the minutes).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 14: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on payment of remuneration and compensation to the members of the Board of Directors of the Company in the new edition.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

To approve the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of the Company in a new version (Annex 8).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 15: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: Approval of the Regulation on remuneration and compensation to the members of the Audit Commission of the Company in the new edition.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

To adopt the Regulation on remuneration and reimbursement to the members of the Audit Committee of the Company in a new version (Annex 9).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 16: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: the termination of participation of PJSC RusHydro in NP KONTZ UES.


Resolution:

Recommend the Annual General Meeting of Shareholders of PJSC RusHydro to make following resolutions:

“To terminate of participation of PJSC RusHydro in non-commercial partnership “Corporate educational and scientific centre of Unified energy system”.


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachyov, S.N. Ivanov, 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 17: On approval of conclusion of a loan agreement between PJSC RusHydro and JSC “RAO ES of East”, that is a transaction of interest.


Resolution:

To determine the price of the disposed/ acquired property under the Loan Agreement between PJSC RusHydro and PJSC RAO ES of the East (hereinafter referred to as the “Agreement”), which is an interested party transaction, in the amount of the loan amount - not more than 25,700,000,000 (twenty five Billion seven hundred million) rubles 00 kopecks.


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 paragraph 1 of Article 77 of the Federal Law “On Joint Stock Companies”, the price (monetary value) of the property is determined unanimously by all members of the Board of Directors.


The resolution was passed unanimously.


Item No. 18: On recommendations to the Annual General Meeting of the Company’s Shareholders regarding: On approval of conclusion of a loan agreement between PJSC “RusHydro” and JSC “RAO ES of East”, that is a transaction of interest.


Resolution:

To advise the Annual General Meeting of the Company's Shareholders to adopt the following resolution:

In order to ensure financing of the investment program of PJSC “RAO ES of East” in 2017-2018, as well as refinancing of debt on bank loans involved to finance investment expenditures in 2015-2016, to give consent on conclusion of the Loan Agreement as a transaction of interest on the following essential conditions:

Parties:

Borrower – PJSC “RAO ES of the East”

Lender – PJSC RusHydro;

Subject of the Agreement:

The Lender transfers a sum of money into ownership of the Borrower (the Loan amount) and the Borrower undertakes to repay the Loan amount to the Lender.

The Loan amount:

Not more than 25,700,000,000 (Twenty five billion seven hundred million) roubles 00 kopecks.

Repayment period of the Loan: On demand, but not later than 10 (Ten) years from the date of conclusion of the loan agreement.

Interest rate for using the loan:

0 % p.a.

Intended use of the loan:

Replenishment of current assets to ensure financing of the investment program and refinancing of bank loans.

Conditions for granting the loan”

non-renewable tranches based on the application of the Borrower.

Conditions for early repayment of the loan:

The Borrower has the right to fully or partially repay the loan ahead of schedule.

Persons interested in the transaction:

- Kazachenkov A.V., member of the Management Board, First Deputy General Director of PJSC “RusHydro”, who holds a position in the management bodies of a legal entity that is a party transaction - is a member of the Board of Directors of PJSC “RAO ES of East";

- all members of the Board of directors, all members of the Management Board of PJSC “RusHydro”, holding positions in the management bodies of the managing organization of PJSC “RAO ES of East".


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 19: On the issues related to convening, preparing and holding the Annual General Meeting of the Company's Shareholders.


Resolution:

1. To convene the Annual General Meeting of Shareholders of PJSC "RusHydro" (hereinafter also referred to as the Company) in the form of a meeting (joint attendance) (hereinafter referred to as the General Meeting of Shareholders, the Meeting).

To determine that the date of the Annual General Meeting of the Company’s Shareholders (hereinafter referred to as the Meeting) is June 26, 2017.

2. To determine that the time of the Meeting holding is 10:30 a.m. (Moscow time).

3. To set that the beginning of registration of persons participating in the Meeting is 09:00 a.m. (Moscow time)

4. To determine that the place of the Meeting is the Russian Federation, Moscow, 12, Krasnopresnenskaya Embankment, International Trade Centre (ITC), Entrance No. 4, Congress Center, 2nd Floor, Conference Hall.

5. To determine that the date of compiling a list of persons entitled to participate in the Meeting is June02, 2017.

6. To determine that the information (materials), provided to the persons entitled to participate in the Meeting, shall be the following:

Annual report of the Company for 2016 and the Conclusion of the Company’s Audit Commission based on the results of its audit;

annual accounting (financial) reporting on the results of 2016, including the auditor's report and the conclusion of the Company's Audit Commission based on the results of its audit;

the rationale for the proposed distribution of net earnings and the assessment of its compliance with the dividend policy applied by the Company, including the payment of dividends and the Company's own needs, with an explanation and economic justification of using a certain part of the net earnings for its own needs;

Information on the shareholders’ agreements concluded within a year before June 26,2017;

Report on approval of the report on non-arm’s length transactions concluded by the Company in 2016.

the Board of Directors' recommendations on issues of the agenda of the Annual General Meeting of the Company's Shareholders;

the Board of Directors' recommendations on issues of the agenda of the Annual General Meeting of the Company's Shareholders;

extracts from the minutes of the Audit Committee at the Company’s Board of Directors, the Investment Committee at the Company’s Board of Directors, the Nomination and Remuneration Committee at the Company’s Board of Directors on the respective issues considered by the Meeting;

the decision of the Board of Directors regarding the determination of the price of non-arm's length transactions;

The rationale of the transaction with interest and an explanation of the consequences coming for the Company and its shareholders in the case of a decision;

The list of persons recognized as interested in the transaction, stating the grounds on which such persons are interested.

information about the candidates for the Board of Directors of the Company;

information about the candidates for the Audit Committee of the Company;

information about availability or absence of a written consent of the candidates nominated for the election to the Board of Directors, the Audit Committee;

information about the candidate for the Company's Auditor;

the Company's Articles of Association;

the draft of the Company's Articles of Association in a new version;

the comparative table with changes to the Company's Articles of Association;

Explanation of consequences that may occur to the company and its shareholders in case of making amendments to the Charter and internal documents.

the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders;

the draft Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders in a new version;

the Regulation on the procedure for convening and holding the General Meeting of the Company's Shareholders;

the Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company;

the draft Regulation on the procedure for convening and holding meetings of the Board of Directors of the Company in a new version;

the comparative table of amendments of the Regulation on the procedure for convening and holding the meetings of the Board of Directors; Regulations of Management Board of the Company;

Regulations of the Management Board of the Company;

The draft of the Regulation on the Company’s Management Board in the new edition.

the comparative table with amendments to the Company’s Management Board;

the Regulation on payment of remuneration to the members of the Board of Directors of the Company;

The draft of the Regulation on payment of remuneration and reimbursement to the members of the Board of Directors of the Company in a new version;

The comparative table of amendments of Regulation on payment of remuneration to the members of the Board of Directors of the Company;

the Regulation on payment of remuneration and reimbursement to the members of the Audit Committee of the Company;

The draft of the Regulation on remuneration and compensation to the members of the Auditing Commission of the Company in the new edition.

The comparative table of amendments of the Regulation on payment of remuneration and reimbursement to the members of the Audit Committee of the Company;

information about corporate actions, which resulted in the deterioration of dividend rights of shareholders and (or) the dilution of their shares, as well as the court decisions establishing the fact that the shareholders use other ways to generate earnings at the expense of the Company in addition to dividends and liquidation value.

draft resolutions of the Meeting on the agenda items.

7. To determine that information (materials) for the Meeting shall be available for review by persons entitled to attend the Meeting at the place of holding the Meeting (on the day of holding the Meeting), as well as during 30 days prior to the date of the Meeting at the following addresses:

7, Malaya Dmitrovka St., Moscow, (weekdays — from 10 a.m. till 5 p.m. local time), tel. 8-800-333-80-00 /(495) 122-05-55 ext. 4215; 4256; acceptance / delivery of correspondence: 1832; 4185

23, Pravdy street, Moscow, VTB JSC, Registrar (weekdays — from 10 a.m. till 5 p.m. local time), tel. tel. (495) 787-44-83;

- Krasnoyarsk, 43, Dubrovinskogo St., bldg. 1 (weekdays — from 10 a.m. till 5 p.m. local time), tel. 8-913-031-71-04;

as well as on the Company’s website: www.rushydro.ru.

8. To approve the form and text of the notice of holding the Meeting (Appendix 10).

9. Place the notice on holding the Meeting on the Company’s website on the Internet: www.rushydro.ru no later than 30 days before the date of the Meeting.

10. To approve the form and text of the ballots for voting at the Annual General Meeting of the Company's Shareholders (Appendix 11).

11. To determine that the ballots for voting on the agenda items shall be sent by registered letter or delivered against receipt to each person specified in the list of persons entitled to attend the Meeting not later than June 5, 2017 (inclusive).

12. To approve the wordings on the issues of agenda of general meeting of shareholders that are to be sent by e-mail (in the form of electronic documents) to nominal holders of shares registered in the shareholders register of PJSC “RusHydro” (Annex 12 to the Minutes)

13. To decide that for the purpose of determining the quorum and the voting results, ballot sheets submitted according to the address specified in item 13 of this resolution no later than 2 days before the date of the Annual General Meeting of the Company’s Shareholders, namely, not later than on June 23, 2017 (inclusive) will be counted.

14. To determine that the marked ballots may be sent to the following postal address:

- Joint Stock Company VTB Registrar (JSC VTB Registrar), PO Box 54, 127137, Moscow;

15. To elect Natalia Gennadyevna Kovaleva as the Secretary of the Meeting.


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.

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