Minutes of 30.10.2017 №260

MINUTES No. 260

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):

October 27, 2017, 6: 00 p.m.

(Moscow time).

Date of drawing up the Minutes:

October 30, 2017

Form of the meeting:

absentee voting

Place of counting the votes:

7 Malaya Dmitrovka Street, Moscow

Number of elected members of the Board of Directors:

13 persons.

Voting members of the Board of Directors:

A.D. Avetisyan,

M.S. Bystrov,

P.S. Grachev,

S.N. Ivanov,

V.M. Kravchenko,

V.V. Pivovarov,

N.R. Podguzov,

N.D. Rogalev,

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 determination of the stances of the Company (representatives of the Company) on the agenda item of the General Meeting of Shareholders of JSC Yakutskaya SDPP-2: On consent to a major transaction — conclusion of Supplementary Agreement to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 as of February 24, 2014 by JSC Yakutskaya SDPP-2.


RESULTS OF THE VOTING ON AGENDA ITEMS:


Item 1: On determination of the position of the Company (representatives of the Company) on the agenda item of the General Meeting of Shareholders of JSC Yakutskaya SDPP-2: On consent to a major transaction: conclusion of Supplementary Agreement to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 by JSC Yakutskaya SDPP-2.


Resolution:

To instruct the representatives of the Company to vote in favour of adopting the following resolution at the General Meeting of the Shareholders of JSC Yakutskaya SDPP-2 on the issue: On consent to a major transaction: conclusion of Supplementary Agreement to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 by JSC Yakutskaya SDPP-2 to vote IN FAVOUR of the following resolution:

“To give consent to the conclusion of the major transaction: conclusion of the Supplementary Agreement (hereinafter referred to as the “Supplementary Agreement”) to General Contractor Agreement for Construction of the Yakutskaya SDPP-2 (1st stage) No. 01/ZRUH/13-121293 of February 24, 2014 (hereinafter referred to as the “Agreement”), being a major transaction, the value of which exceeds 50 per cent of the book value of assets of JSC Yakutskaya SDPP-2, by JSC Yakutskaya SDPP-2 on the following material terms:

Parties of the Supplementary Agreement:

Customer: JSC Yakutskaya SDPP-2;

General Contractor: JSC TEK Mosenergo.

Subject of the Supplementary Agreement:

1. Amendment of conditions previously approved by the previous General Meeting of Shareholders of JSC Yakutskaya SDPP-2 (Minutes No. 192 as of December 16, 2013 and No. 227 as of November 16, 2015) regarding the terms of termination of construction of Yakutskaya SDPP-2 (1st stage):

Target date for commissioning: September 30, 2017

Target date for actual completion: October 30. 2017

2. Preservation of the right of the Customer to bring to the Contractor the claims related to breaches of the terms and conditions of the Agreement committed before conclusion of this Agreement, including the right to recover from the General Contractor the penalty stipulated by Clause 83.2 of Article 83 of the Agreement for violation of the deadline for the Actual Completion on the Planned Date of the Actual Completion as stipulated by the Agreement (as amended by Supplementary Agreement No. 2 as of November 18, 2015 to the Agreement).

Purpose of the Supplementary Agreement:

Not determined because the maximum price of the Agreement shall not be amended by the Supplementary Agreement and amounts to 20,507,753,840 (Twenty billion five hundred seven million seven hundred and fifty-three thousand eight hundred forty) rubles 00 kopecks including VAT (18%).


Results of voting:

‘In favour’ – 13 (A.D. Avetisyan, M.S. Bystrov P. S. Grachev,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 15.6. of Article 15 of the Articles of Association of PJSC RusHydro the resolution on this item shall be adopted by two thirds of votes of the members of the Board of Directors of the Company attending the meeting.

The resolution has been adopted.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva

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