Minutes of 06.02.2018 №265

MINUTES NO. 265

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the meeting of the Board of Directors (date and time of the vote count):

February 5, 2018, 6:00 p.m.

(Moscow time)

Minutes date:

February 6, 2018

Form of the meeting:

Absentee voting

Place of vote count:

7 Malaya Dmitrovka St., Moscow

Number of elected members of the Board of Directors:

13

Members of the Board of Directors who took part in voting:

M. S. Bystrov

P. S. Grachev

S. N. Ivanov

V. M. Kravchenko

V. V. Pivovarov

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 Charter, the quorum for the meeting of the Board of Directors is present.


AGENDA OF THE MEETING:


1. On the Program for Charity and Sponsorship Activities of the Company.

2. On determining the procurement policy of RusHydro: On approval of the new version of the Regulations on the Procurement of Products for the Needs of RusHydro.

3. On measures for enhancement of reliability taken at RusHydro Group power facilities.

4. On provision of contributions to the authorized capital of JSC Chukotenergo.

5. On the Tayshetskiy Aluminum Smelter Construction Project.

6. On positions concurrently held by the members of the Management Board in management entities of other organizations.

7. On approval of the loan agreement between the Company and JSC Far East and Baikal Region Development Fund as an interested-party transaction.

8. On determining the position of the Company (the delegates of the Company) regarding the item on the agenda of the General Meeting of Shareholders of Sakhalin GRES-2 JSC: On approval of a major transaction related to the lease of the property complex of Sakhalin GRES-2.

9. On the approval of the report concerning the implementation of actions aimed at selling the noncore assets of the Company.

10. On the approval of reports concerning the results of activity of the Committees of the Board of Directors of the Company.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: On the Program for Charity and Sponsorship Activities of the Company.


Item 1.1: On approval of the Report on Implementation of the Program for Charity and Sponsorship Activities of the Company in 2017.


Resolution:

Approve the Report on Implementation of the Program for Charity and Sponsorship Activities of the Company in 2017 (Schedule No. 1 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 1.2: On approval of the Program for Charity and Sponsorship Activities of the Company in 2018.


Resolution:

Approve the Program for Charity and Sponsorship Activities of the Company in 2018 (Schedule No. 2 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 2: On determining the procurement policy of RusHydro: On approval of the new version of the Regulations on the Procurement of Products for the Needs of RusHydro.


Resolution:

1. Approve the new version of the Regulations on Procurement of Products for Needs of PJSC JSC RusHydro (Schedule No. 3 to the Minutes).

2. To declare the Regulations on Procurement of Products for Needs of PJSC RusHydro approved by the resolution of the Board of Directors (Minutes No. 239 dated June 23, 2016) as amended (Minutes No. 240 dated August 11, 2016, No. 242 dated October 10, 2016, No. 243 dated November 14, 2016, No. 246 dated December 27, 2016, No. 250 dated April 7, 2017, No. 254 dated June 22, 2017) to be no longer in force.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 1 (V. M. Kravchenko)

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item No. 3: On measures for enhancement of reliability taken at RusHydro Group power facilities.


Resolution:

Take note of information on measures for enhancement of reliability taken at RusHydro Group power facilities (Schedule No. 4 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item No. 4: On provision of contributions to the authorized capital of JSC Chukotenergo.


Resolution:

In connection with adoption of the Federal Law "On the Federal Budget for 2018 and the Planning Period of 2019 and 2020" providing for allocation of budget investments in the Company and in accordance with the requirements of RF Government Regulation No. 1692 dated December 29, 2017, "On the Procedure for Adoption of a Resolution on the Provision of Budget Investments in Legal Entities That Are not State or Municipal Establishments or State or Municipal Unitary Enterprises for the Purposes of Providing a Contribution to the Authorized (Reserve) Capitals of Subsidiaries of the Stated Legal Entities for Making Capital Contributions to Capital Construction Facilities Owned by Such Subsidiaries and/or for Acquisition by Such Subsidiaries of Real Estate with Federal Budget Funds," provision by the Company of contributions to the authorized capital of JSC Chukotenergo for the purposes of making capital investments in capital construction facilities as part of the investment project "Construction of two 110 kV single-circuit overhead lines Pevek – Bilibino" (construction phase No. 1) is deemed expedient in the amount of not more than RUB 18 billion, including provision of contributions from the Company's funds in the amount of not more than RUB 5 billion and from budget investments and allocations to be sent to the Company's authorized capital (if the respective resolutions are adopted by the Government of the Russian Federation):

- Budget investments in the amount of RUB 10 billion, including RUB 1 billion in 2018, RUB 3 billion in 2019, and RUB 6 billion in 2020

- Budget allocations from the Reserve Fund of the Government of the Russian Federation in the amount of RUB 3 billion


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 5: On the Tayshetskiy Aluminum Smelter Construction Project.


Resolution:

1. Take note of information on the status of fulfillment of the terms of participation of PJSC RusHydro in construction of the Tayshetskiy Aluminum Smelter approved by the Board of Directors of the Company (Minutes No. 257 dated September 1, 2017) (Schedule No. 5 to the Minutes).

2. Postpone the deadline for fulfillment of the assignment stipulated by Clause 2 of the resolution of the Board of Directors of the Company (Minutes No. 257 dated September 1, 2017) on Item No. 1 "On Priority Areas of the Company's Activities: On the Tayshetskiy Aluminum Smelter Construction Project" until Q1 2018 as concerns presentation of the material terms of participation of the Company in the Tayshetskiy Aluminum Smelter Construction Project for approval by the Board of Directors.


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 6: On positions concurrently held by the members of the Management Board in management entities of other organizations.


Resolution:

1. Approve concurrent holding by:

1.1. Chairman of the Management Board – General Director of the Company Nikolay Grigoryevich Shulgin of the position of member of the Board of Directors of JSC Institute Hydroproject

1.2. Member of the Management Board, First Deputy General Director – Chief Engineer Boris Borisovich Bogush of the position of member of the Board of Directors of JSC Institute Hydroproject

1.3. Member of the Management Board, First Deputy General Director of the Company George Ilich Rizhinashvili of the position of member of the Board of Directors of JSC Institute Hydroproject

1.4. Member of the Management Board, First Deputy General Director of the Company Andrey Valentinovich Kazachenkov of the position of member of the Board of Directors of JSC Institute Hydroproject

1.5. Member of the Management Board, First Deputy General Director of the Company Sergey Anatolyevich Kirov of the position of member of the Board of Directors of JSC Institute Hydroproject

2. Approve concurrent holding by the Chairman of the Management Board – General Director of the Company and the members of the Management Board of the Company of positions in management entities of subordinate companies of PJSC RusHydro.


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 7: On approval of the loan agreement between the Company and JSC Far East and Baikal Region Development Fund as an interested-party transaction.


Resolution:

1. Determine the price of the Loan Agreement between the Company and JSC Far East and Baikal Region Development Fund (the "Loan Agreement"), which is an interested-party transaction, as an aggregate of the following liabilities of the Company under the Loan Agreement:

- Liabilities to repay the principal in the amount of not more than RUB 7,000,000,000 (seven billion) 00 kopecks

- Liabilities to pay 5% (five percent) interest per annum in the amount of not more than RUB 3,150,000,000 (three billion one hundred fifty million) 00 kopecks

The price of the Loan Agreement will not exceed RUB 10,150,000,000 (ten billion one hundred fifty million) 00 kopecks.

2. Approve conclusion of the Loan Agreement by the Company as an interested-party transaction (subject to Subclause 25 of Clause 12.1 of Article 12 and Clause 15.3 of Article 15 of the Company's Articles of Association) on the following material terms:

The parties to the Loan Agreement:

- Lender: JSC Far East and Baikal Region Development Fund (OGRN (Primary State Registration Number) 1112721010995)

- Borrower: PJSC RusHydro (Company)

Subject of the Loan Agreement:

The Lender provides the loan to the Borrower, and the Borrower undertakes to repay the principal and pay interest to the Lender.

Amount of the loan(s):

Not more than RUB 7,000,000,000 (seven billion) 00 kopecks that can be received by the Company from the Fund as part of one drawdown or multiple drawdowns

Interest on the loan(s):

5% (five percent) per annum

Loan Agreement price:

Determined according to Clause 1 of this Resolution

Repayment period of the loan(s):

- First payment: December 31, 2019

- Subsequently: quarterly, equal payments

- Last payment: not later than June 30, 2026

Purpose of the loan(s):

Financing in favor of RAO Energy Systems of the East Joint-Stock Company (OGRN 1087760000052) (the "Project Company") to implement the project of off-site infrastructure facilities construction for Sakhalin GRES-2 exploitation:

- Execution of construction and installation works, installation supervision works, commissioning works and services, and installation supervision of the off-site infrastructure facilities for Sakhalin GRES-2 exploitation (namely, power distribution scheme, ash-and-slag removal system, drinking and service water supply system, access roads (including the road to the ash dump), and access railway) (the "Off-Site Infrastructure Facilities")) as well as equipment, machinery, and other fixed assets to equip the Off-Site Infrastructure Facilities, and/or for the purposes of coinvestment in the design, construction, and commissioning of the Off-Site Infrastructure Facilities, and/or for the purposes of acquisition by the Project Company of the Off-Site Infrastructure Facilities built by third parties within the project (always provided that the Project Company acquires (upon completion of construction and/or completion of the relevant transaction) ownership of the Off-Site Infrastructure Facilities), and/or for the purposes of payment of the technological connection of the Off-Site Infrastructure Facilities (including the value added tax payable to contractors and/or suppliers under the relevant contracts)

- Acquisition of equipment, machinery, and other fixed assets to equip the Off-Site Infrastructure Facilities, including the design, manufacture, supply, insurance, and other related expenses, as well as expenses included in the corresponding contract price (inclusive of value added tax payable to contractors and/or suppliers under the relevant contracts)

- Payment of taxes, customs, and fees payable in connection with the import of the Off-Site Infrastructure Facilities into the Russian Federation and the customs clearance of the Off-Site Infrastructure Facilities imported into the Russian Federation listed in Clauses 1 and 2 above

- Reimbursement of expenses actually incurred by the Project Company for the purposes indicated in the Clauses above after the date of adoption of a resolution by the Board of Directors of the Fund with respect to the Loan Agreement (Minutes No. 57 dated December 29, 2017)

- Other purposes connected with the execution of works in the Off-Site Infrastructure Facilities agreed upon in writing by the Parties

Person having an interest in the transaction and the basis of the interest:

Member of the Board of Directors of the Company A. O. Chekunkov who simultaneously holds an office in the management entities of the legal entity that is a party to the transaction (General Director of the Fund)

Establish that the resolution referred to in Clause 2 shall be valid until June 30, 2019.


Voting results[1]:

For: 9 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, A. N. Shishkin)

Against: 0

Abstained: 0

In accordance with Clause 15.5 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a majority vote of the independent members of the Board of Directors who have no interest in the transaction.

Resolution adopted.


Item 8: On determining the position of the Company (the delegates of the Company) regarding the item on the agenda of the General Meeting of Shareholders of Sakhalin GRES-2 JSC: On approval of a major transaction related to the lease of the property complex of Sakhalin GRES-2.


Resolution:

Instruct representatives of the Company to vote at the General Meeting of Shareholders of Sakhalin GRES-2 JSC on the item: "On approval of a major transaction related to the lease of the property complex of Sakhalin GRES-2" FOR the following resolution:

"To approve a major transaction—the conclusion of a Property Lease Agreement (the "Agreement"), which is a major transaction, the cost of which exceeds 50 percent of the book value of assets of Sakhalin GRES-2 JSC, on the following material terms:

Parties to the Agreement:

Lessor: Sakhalin GRES-2 JSC

Lessee: Sakhalinenergo PJSC

Subject of the Agreement:

The Lessor shall provide to the Lessee for value for temporary possession and use, and the Lessee shall accept in accordance with the terms of this Agreement the property complex that is approved for commissioning created as part of the investment project "Construction of Sakhalin GRES-2 (1st stage)" (the "Facility") to be used directly in the process of production and transfer of electric and heat energy, owned by the Lessor, and located near the village of Ilinskoye, Tomarinskiy Urban District municipality, Sakhalin Region.

The list of property to be leased is provided in Schedule No. 6 to the Minutes.

The maximum amount of rental charge (Maximum price of the Agreement):

Two billion four hundred thirty-seven million twenty-two thousand four hundred and twelve rubles 04 kopecks (RUB 2,437,022,412.04), including VAT (18%).

The amount of rental charge is determined in accordance with the rental charge payment policy (Schedule No. 7 to the Minutes) and is subject to refinement based on the final price of facilities that are part of the property package, to be determined following commissioning based on the Acceptance Act of the finalized facility issued by the Acceptance Commission (KC-14) through the conclusion of a supplementary agreement to the Agreement.

Lease term:

364 days after the day the Facility is transferred according to the Transfer and Acceptance Act

If none of the Parties to the Agreement have expressed its intention to terminate it in writing thirty (30) calendar days before the expiration of the lease term, the Agreement shall be considered to be renewed under the same conditions and for the same term."


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 1 (V. M. Kravchenko)

According to Clause 15.6 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a 2/3 majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 9: On the approval of the report concerning the implementation of actions aimed at selling the noncore assets of the Company.


Resolution:

Approve the Report concerning the fulfillment of the Plan aimed at selling the noncore assets of the Company in Q4 of 2016–2017 (Schedule No. 8 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 1 (V. M. Kravchenko)

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 10: On the approval of reports concerning the results of activity of the Committees of the Board of Directors of the Company.


Item 10.1: On the approval of the report concerning the results of the activity of the Audit Committee of the Board of Directors of the Company for H1 2017–2018 corporate year.


Resolution:

Approve the report concerning the results of the activity of the Audit Committee of the Board of Directors of the Company for H1 2017–2018 corporate year (Schedule No. 9 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 10.2.: On the approval of the report concerning the results of the activity of the HR and Remunerations (Nominations) Committee of the Board of Directors of the Company for H1 2017–2018 corporate year.


Resolution:

Approve the report concerning the results of the activity of the HR and Remunerations (Nominations) Committee of the Board of Directors of the Company for H1 2017–2018 corporate year (Schedule No. 10 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 10.3.: On the approval of the report concerning the results of the activity of the Strategy Committee of the Board of Directors of the Company for H1 2017–2018 corporate year.


Resolution:

Approve the report concerning the results of the activity of the Strategy Committee of the Board of Directors of the Company for H1 2017–2018 corporate year (Schedule No. 11 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 10.4: On the approval of the report concerning the results of the activity of the Investments Committee of the Board of Directors of the Company for H1 2017–2018 corporate year.


Resolution:

Approve the report concerning the results of the activity of the Investments Committee of the Board of Directors of the Company for H1 2017–2018 corporate year (Schedule No. 12 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 10.5: On the approval of the report concerning the results of the activity of the Far East Power Industry Development Committee of the Board of Directors of the Company for H1 2017–2018 corporate year.


Resolution:

Approve the report concerning the results of the activity of the Far East Power Industry Development Committee of the Board of Directors of the Company for H1 2017–2018 corporate year (Schedule No. 13 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.


Item 10.6: On the approval of the report concerning the results of the activity of the Reliability, Energy Efficiency, and Innovations Committee of the Board of Directors of the Company for H1 2017–2018 corporate year.


Resolution:

Approve the report concerning the results of the activity of the Reliability, Energy Efficiency, and Innovations Committee of the Board of Directors of the Company for H1 2017–2018 corporate year (Schedule No. 14 to the Minutes).


Voting results:

For: 11 (M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. M. Kravchenko, V. V. Pivovarov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 0

Abstained: 0

According to Clause 15.3 of Article 15 of the Articles of Association of RusHydro, the resolution on this matter shall be adopted by a simple majority vote of the members of the Board of Directors who take part in the meeting.

Resolution adopted.




Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva


[1] The Loan Agreement concluded between RusHydro and JSC Far East and Baikal Region Development Fund is recognized under Article 81 of the Federal Law "On Joint-Stock Companies" as an interested-party transaction for a member of the Board of Directors at RusHydro A. O. Chekunkov who concurrently holds the office of the General Director at JSC Far East and Baikal Region Development Fund, the lender under the transaction.

According to Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this issue shall be adopted by the Company's Board of Directors through a majority vote of independent directors who do not have a stake in its settlement.

When counting votes on this item, the votes of the member of the Board of Directors at RusHydro A. O. Chekunkov, recognized as a person having an interest in the transaction under Article 81 of the Federal Law "On Joint-Stock Companies," and N. G. Shulginov, recognized as a nonindependent director under Article 83 of Federal Law "On Joint-Stock Companies," were not counted.

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