Minutes of 27.11.2017 №261

MINUTES № 261

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):

November 24, 2017, 6: 00 p.m.

(Moscow time).

Date of drawing up the Minutes:

November 27, 2017

Form of the Meeting:

absentee voting

Place of counting the votes:

1st floor, Yenisey Hall, 7 Malaya Dmitrovka Street, 7, Malaya Dmitrovka.

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. Rogalyov,

Yu.P. Trutnev,

A.O. Chekunkov,

S.V. Shishin,

N.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 cost of services of the Company's Auditor.

2. About approval of the Report on Implementation of Non-Core Asset Disposition Program for the 9 months of 2017.

3. On the Company's priority activities

4. Approval of the transactions concluded by the Company.

5. On the Company's participation and termination of participation in other organisations.

6. On determination of the position of the Company (of the representatives of the Company) in the management bodies of subsidiaries:


RESULTS OF THE VOTING ON AGENDA ITEMS:


Item 1: On determination of the cost of services of the Company's Auditor.


On determination of the maximum cost of services for the audit of the Company’s financial statements prepared in accordance with Russian Accounting Principles (RAP) and the audit (review) of the consolidated financial statements of the RusHydro Group prepared in accordance with International Financial Reporting Standards (IFRS) for 2018 - 2020 years.


Resolution:

To determine the maximum cost of services for the audit of the Company’s financial statements prepared in accordance with Russian Accounting Principles and the audit (review) of the consolidated financial statements of the RusHydro Group prepared in accordance with International Financial Reporting Standards in the amount of 468 615 000 (Four hundred sixty-eight million six hundred fifteen thousand) RUB 00 kopecks, including VAT 71 483 644 (Seventy one million four hundred eighty three thousand six hundred and forty four) RUB 07 kopecks, including:

- for the year 2018 in the amount of 151 786 400 (One hundred and fifty one million seven hundred and eighty six thousand four hundred) RUB 00 kopecks, including VAT 23 153 857 (Twenty three million one hundred fifty three thousand eight hundred fifty seven) RUB 63 kopecks;

- for the year 2019 in the amount of 155 976 800 (one hundred and fifty-five million nine hundred and seventy-six thousand eight hundred) RUB 00 kopecks, including VAT 23 793 071 (Twenty-three million seven hundred ninety-three thousand and seventy-one) RUB 19 kopecks:

- for the year 2020 in the amount of 160 851 800 (One hundred and sixty million eight hundred and fifty one thousand eight hundred) RUB 00 kopecks, including VAT 24 536 715 (Twenty-four million five hundred thirty-six thousand seven hundred fifteen) RUB 25 kopecks:


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, S.V. Shishin, 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: About approval of the Report on Implementation of Non-Core Asset Disposition Program for the 9 months of 2017.


Resolution:

To approve the Report of Implementation of Non-core assets of the Company for 9 months of 2017 (Appendix No. 1 to the Minutes).


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, S.V. Shishin, 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 No. 3: On the Company's priority activities:


Item 3.1.: On the change of earlier decisions on the approval of the BEMA project financing scheme


Resolution:

In connection with the planned change in the lending terms of the companies of the Boguchansky Energy and Metallurgical Association (BEMA) project, the following changes to the decisions which were made earlier by the Board of Directors of the Company on the scheme for financing the BEMA project (Minutes No. 107 dated 13.09.2010 (Issue No. 1), No. 168 dated , 30.11.2012 (Issue No. 1) and No. 230 dated 25.12.2015 (Issue No. 1)):


1. As regards the loan granted by the State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)” (hereinafter referred to as Vnesheconombank, the Lender) in favour of the Closed Joint-Stock Company “Boguchansky Aluminum Plant” (hereinafter referred to as CJSC “BoAZ”) on the basis of a loan agreement dated 03.12.2010 No. 110100/1167 (taking into account additional agreements):


1.1. Integrate JSC “RUSAL” and JSC “Holding Company BoAZ” to the project companies that provide security for the performance of obligations of CJSC “BoAZ” under a loan agreement by providing the Lender with a 100% of shares to BALP Limited (Cyprus), after transferring to each of the said companies 50 % of the shares of BALP Limited (Cyprus) from Rusal BoAZ Ltd. (Cyprus) and HydroOGK Aluminum Company Ltd (Cyprus), respectively.


1.2. To establish that the discharge of obligations by CJSC “BoAZ” under the loan agreement in full is additionally secured by the guarantee of the PJSC “Boguchansky HEPS".


2. As regards the loan provided by Vnesheconombank in favor of the PJSC “Boguchanskaya HEPS” on the basis of the loan agreement dated 01.12.2010 No. 110100/1168 (including additional agreements):


2.1. Set the following interest rate for the loan: fixed at a rate of 9.5 (nine point five) percent per annum.


2.2. From the date of the surety agreement between PJSC “Boguchansky HEPS” and the Lender to secure the discharge of obligations of CJSC “BoAZ” under the loan agreement dated 03.12.2010 No. 110100/1167, to terminate the guarantee of PJSC “RusHydro” granted on the basis of the agreement dated 22.08.2011 No. 110100 / 1168-DP to ensure the fulfillment of obligations of PJSC “Boguchansky HEPS" under the loan agreement dated 01.12.2010 No. 110100/1168, to exclude the corresponding guarantee from the list of collateral provided to the Lender and to terminate the relevant agreement dated 22.08.2011 No. 110100/1168-DP.


Results of voting:

“For” - 11 (A.D. Avetisyan, 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, N.G. Shulginov).

‘Against’ — 0;

"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 3.2: On carrying out Company’s transactions with shares of entities with equity participation by the Company.


Resolution:

1. Determine that the acquisition price of additional ordinary shares of JSC “Holding Company BoHEPS” by JSC “RusHydro”corresponds to the par value and is 1 (one) RUB for 1 (one) additional ordinary share for a total amount 10 113 689 287 (Ten billion one hundred and thirteen million six hundred eighty-nine thousand two hundred and eighty-seven) RUB.


2. Approve the Agreement (Agreements) of the sale of shares between JSC “Holding Company BoHEPS” and the Company (hereafter designated as the "Transaction") on the following terms:


Parties to the Transaction:

Lender - JSC “Holding Company Boguchansky HEPS";

Purchaser - PJSC “RusHydro”;


Subject of the Transaction:

The Issuer undertakes to transfer to the Acquirer not more than 10 113 689 287 (Ten billion one hundred thirteen million six hundred and eighty nine thousand two hundred and eighty seven) ordinary shares placed by the closed subscription in accordance with the resolution on additional issuance of the Issuer’s securities registered by the Bank of Russia.

The Acquirer undertakes to purchase and pay for the Shares no later than the period established by the decision on the additional issue of securities.


Price of the Transaction:

The price of placement of additional shares of the Issuer is 1 (one) RUB for 1 (one) additional ordinary share for the total amount 10 113 689 287 (Ten billion one hundred thirteen million six hundred and eighty nine thousand two hundred and eighty seven) RUB.


Miscellaneous:

The form of payment for shares is funds, with the possibility of offsetting money count to the Issuer.

The share of the Acquirer’s participation in the Issuer’s authorized capital does not change and amounts 100%.


3. To instruct Company’s representatives in the management bodies of JSC “Holding Company BoHEPS” to vote in favour of adopting resolutions related to the increasing of the authorized capital of JSC “Holding Company BoHEPS" on the following terms:

- increasing in the number of announced ordinary common shares of JSC “Holding Company BoHES” by 10 113 689 287 (Ten billion one hundred thirteen million six hundred eighty nine thousand two hundred and eighty seven) shares par value of 1 (one) RUB each;

- further authorized shares delegate to their holders the rights according to the paragraph 6.2 of the Articles of Association of JSC “Holding Company BoHEPS";

- Increasing of the authorized capital of JSC “Holding Company BoHEPS” by placing additional ordinary shares in the amount of 10 113 689 287 (ten billion one hundred thirteen million six hundred and eighty nine thousand two hundred and eighty-seven) shares;

- — Way of placement — direct placement;

- circle of persons among whom additional ordinary shares are expected to be placed - Public Joint Stock Company “Federal Hydro-Generating Company - RusHydro” (PNRN 1042401810494);

- The form of payment for shares is funds, with the possibility of offsetting money count to the JSC “Holding Company BoHEPS”


Results of voting:

“For” - 11 (A.D. Avetisyan, 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, N.G. Shulginov).

‘Against’ — 0;

"Abstain" — 1 (M.S. Bystrov).


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.



Item 3.3: On consideration of the results of inspections of the Ministry of Energy of Russia, approval of action plans for the elimination of detected violations and on the progress in eliminating the violations identified:


Item 3.3.1: On consideration of information on the implementation of the plan of measures approved by the Company's order of January 19, 2016 No. 24 on the results of on-site inspection of the implementation of the project activities for the design, construction and commissioning of the Boguchanskaya HPP envisaged by the Company's Investment Program for 2014-2016.


Resolution:

To take note of the information on the implementation of the action plan approved by the Company's order No. 24 of January 19, 2016, following the results of the on-site inspection of the implementation of the project activities for the design, construction and commissioning of the Boguchanskaya HPP envisaged by the Company's Investment Program for 2014-2016 (Appendix No. 2 to the Protocol).


Results of voting:

“For” - 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, S.V. Shishin, 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 3.3.2: On consideration of information on the progress of the implementation of the action plan following the results of the on-site inspection by the Ministry of Energy of Russia of the implementation of the Ust-Srednekanskaya HPP investment project (including an analysis of the fulfillment of measures necessary to fill the Ust-Srednekansk reservoir to the design mark and the Ust-Srednekanskaya HPP design capacity).


Resolution:

To take into consideration the information on the implementation of the action plan following the results of the on-site inspection of the Ministry of Energy of Russia on the implementation of the investment Company’s project of the “Ust-Srednekansky HEPS” (including the analysis of the fulfilment of measures necessary to fill the Ust-Srednekansk reservoir to the design mark and the withdrawal of the Ust-Srednekansky HEPS to the designed capacity) (Appendix No. 3 to the Minutes).


Results of voting:

“For” - 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, S.V. Shishin, 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 3.3.3: On consideration of information on the implementation of action plans approved by the Company’s order No. 384 dated 15.06.2017 as a result of on-site inspections of the implementation of investment projects “TPP Construction in Sovetskaya Gavan”, “Construction of the Yakutsk HEPS-2 (1st stage) Construction of Sakhalin HEPS-2 (1st stage) ".


Resolution:

Take note of the information on the implementation of action plans approved by the Company’s order No. 384 dated 15.06.2017, based on the results of on-site inspections of the implementation of investment projects “TPP Construction in Sovetskaya Gavan”, “Construction of the Yakutsk HEPS-2 (1st stage) Construction of Sakhalin HEPS-2 (1st stage)“ (Appendix No. 5,6 to the Minutes).


Results of voting:

“For” - 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, S.V. Shishin, 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 3.3.4: On consideration of the results of the on-site inspection of the Ministry of Energy of Russia on the implementation of the investment project “Supply and replacement of six hydro turbines of the Novosibirsk HEPS “on a turnkey basis” and the Plan of action for the elimination of violations and deficiencies identified by the Ministry of Energy of Russia.


Resolution:

To take into account the results of the on-site inspection of the Ministry of Energy of Russia on the implementation of the investment project “Supply and replacement of six hydro turbines of Novosibirsk HEPS ”on a turnkey basis” and the Plan of correction for the elimination of violations and deficiencies identified by the Ministry of Energy of Russia (Appendix No. 8 to the Minutes).


Results of voting:

“For” - 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, S.V. Shishin, 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 4: On approval of the transactions concluded by the Company.

On approval of the transactions related to gratuitous transfer of the property of the Company.


Resolution:

Approve the negotiating the contract on making a contribution to the property of JSC “Dalnevostochnaya WPS" as a transaction related to the gratuitous transfer of the Company's property on the following material conditions:

Parties to the Agreement:

PJSC “RusHydro”

JSC “Dalnevostochnaya WPS”

Subject of the Agreement:

Contribution (funds) to the property of JSC “Dalnevostochnaya WPS”.

The amount of the contribution is 10 169 649 (Ten million one hundred sixty-nine thousand six hundred forty-nine) RUB 00 kopecks.

Miscellaneous:

terms of contribution - 2 months from the date of the decision.


Results of voting:

“For” - 11 (A.D. Avetisyan, 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, N.G. Shulginov).

‘Against’ — 0;

"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 5: On the Company's participation and termination of participation in other organisations.


Item 5.1: On termination of participation of the Company in other organizations.


Resolution:

Approve the termination of the Company’s participation in LLC “Index energetiki - HydroOGK” as a result of the reorganization of LLC Index energetiki - HydroOGK in the form of a merger with JSC “Hydroinvest”.

The Company’s share in the charter capital of LLC “Index energetiki - HydroOGK” before the reorganization is 0.11%.

The Company’s share in the charter capital of LLC “Index energetiki - HydroOGK” after the reorganization - 0% as a result of conversion into shares of JSC “Hydroinvest”.

The Company’s share in the charter capital of JSC “Hydroinvest” prior reorganization was 100 %;

The Company’s share in the charter capital of JSC “Hydroinvest” after reorganization is 66,81%;

The aggregate share of the Company and its subsidiaries in the authorized capital of JSC “Hydroinvest” after the reorganization is 100%.


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, S.V. Shishin, 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.



Item 5.2: On the Company's participation and termination of participation in other organisations.


Resolution:

To approve changes in the Company’s shareholding in JSC “Hydroinvest” as a result of the reorganization of JSC “Hydroinvest” in the form of the merger of LLC “Index energetiki - HydroOGK”, LLC “EZOP”, LLC “Vostok-Finance”.

The Company’s share in the charter capital of JSC “Hydroinvest” prior reorganization was 100 %;

The Company’s share in the charter capital of JSC “Hydroinvest” after reorganization is 66,81%;

The aggregate share of the Company and its subsidiaries in the authorized capital of JSC “Hydroinvest” after the reorganization is 100%.


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, S.V. Shishin, 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.



Item 6: On determination of the position of the Company (of the representatives of the Company) in the management bodies of subsidiaries:

On determination of the position of the Company (representatives of the Company) on the agenda items of the JSC “Hydroinvest” management bodies:


Resolution:

1.1. Entrust the representatives of the Company in the management bodies of JSC “Hydroinvest” on the issue “On the reorganization of JSC “Hydroinvest” in the form of merging LLC “Index energetiki - HydroOGK”, LLC “EZOP”, LLC “Vostok-Finance" to vote "FOR" the adoption of the next solutions:


1. To reorganize JSC “Hydroinvest” in the form of merging with LLC “Index energetiki - HydroOGK”, LLC “EZOP”, LLC “Vostok-Finance” on the terms stipulated by the agreement on affiliation of LLC “Index energetiki - HydroOGK”, LLC “EZOP”, LLC “Vostok - Finance" to JSC "Hydroinvest".


2. Approve the contract on the merger of LLC “Index energetiki - HydroOGK”, LLC “EZOP”, LLC “Vostok-Finance” to JSC “Hydroinvest” (Appendix 9 to the Minutes).


3. To determine that JSC “Hydroinvest” is a company which, on behalf of all participating companies in the reorganization, informs in writing to the registration authority about the commencement of the reorganization procedure, including the form of reorganization, and also places it in the mass media in which data are published state registration of legal entities, reports on reorganization ".


1.2. To instruct the representatives of the Company in the management bodies of JSC “Hydroinvest” to vote “FOR” the adoption of the agenda “On increasing the authorized capital of JSC “Hydroinvest”:

“To increase the authorized capital of JSC “Hydroinvest” in the amount of 4 749 532 813 (Four billion seven hundred forty-nine million five hundred and thirty-two thousand eight hundred thirteen) RUB by placing additional ordinary shares of JSC “Hydroinvest” within the number of authorized shares provided by the charter on the following terms:

- number of announced shares: 4 749 532 813 (Four billion seven hundred forty-nine million five hundred thirty-two thousand eight hundred thirteen) shares;

- nominal value of one share being offered: RUB 1 (one):

- the method of placement is the conversion of shares in the authorized capital of the companies that are affiliated with JSC “Hydroinvest” - LLC “Index energetiki - HydroOGK”, LLC “Vostok-Finance” - into additional ordinary shares of JSC “Hydroinvest” in accordance with the procedure for the merger of LLC “Index energetiki - HydroOGK”, LLC “EZOP”, LLC “Vostok-Finance” to JSC “Hydroinvest”.

The conversion of shares in the authorized capital of LLC “Index energetiki - HydroOGK” into ordinary shares of JSC “Hydroinvest” is made in accordance with the conversion ratio, which is equal to 0.000000000328976474778848.

In accordance with the indicated conversion ratio of 100% of the shares in the authorized capital of LLC “Index energetiki - HydroOGK” with a total nominal value of 9 215 800 000 (Nine billion two hundred fifteen million eight hundred thousand) RUB are converted into 3 039 731 034 (Three billion thirty nine million seven hundred thirty one thousand thirty four) of ordinary registered shares of JSC “Hydroinvest” with a par value of 1 (one) RUB each.

The conversion of shares in the authorized capital of LLC “Vostok-Finance” into ordinary shares of JSC “Hydroinvest” is made in accordance with the conversion ratio, which is equal to 0.000000000584863118276612.

In accordance with the indicated conversion ratio of 100% of the shares in the authorized capital of LLC “Vostok - Finance” with a total nominal value of 87 000 000 (eighty seven million) RUB are converted into 1 709 801 779 (one billion seven hundred and nine million eight hundred and one thousand seven hundred seventy nine) of ordinary registered shares of JSC “Hydroinvest” with a par value of 1 (one) RUB each.

In accordance with paragraph 2 of Art. 58 of the Civil Code of the Russian Federation, as a result of the takeover of LLC “Index energetiki - HydroOGK” to JSC “Hydroinvest”, the share in the authorized capital of LLC “EZOP” with a nominal value of 6 (Six) RUB 58 kopecks, representing 0.05% of its authorized capital, belongs to LLC “Index energetiki - HydroOGK”, will pass to JSC “Hydroinvest”, as a result of which JSC “Hydroinvest” will own 100% of the share capital of LLC “EZOP”. Such equity interest is subject of repayment on the day the LLC “EZOP” ceases operations by merging with JSC “Hydroinvest” in accordance with paragraph 4 of Article 17 of the Federal Law dated 26.12.1995 No. 208-FZ “On Joint Stock Companies”, Clause 3.1, Art. 53 of the Federal Law dated 08.02.1998 No. 14-FZ "On Limited Liability Companies" and taking into account the provisions of paragraph 1 of Article 6 of the Civil Code of the Russian Federation. At the same time, the conversion of LLC “EZOP” to the additional ordinary registered shares of JSC “Hydroinvest” is not carried out.

If, in determining the estimated number of additional ordinary shares of JSC “Hydroinvest” which have to be received by a participant in the merged companies, the estimated number of shares will be fractional for any participant, then the fractional part of such number of shares is subject to rounding according to the rules of mathematical rounding, which are the following rules :

- at a value of the sign following the decimal point, from 5 to 9 inclusive, one is added to the whole number, and the numbers following the decimal point are not taken into account;

- with the value of the sign following the decimal point from 0 to 4 inclusive, only an integer is taken into account and the numbers following the decimal point are not taken into account. “


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, S.V. Shishin, 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.


The separate opinions expressed by members of the Board of Directors V.M. Kravchenko on questions 2 and 3.1. it is applied to the protocol.




Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva
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