Minutes of 02.04.2018 №266

MINUTES NO. 266

MEETING OF THE BOARD OF DIRECTORS


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

April 2, 2018, 6:00 p.m.

(Moscow time)

Minutes date:

April 4, 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:

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 the meeting of the Board of Directors is present.


MEETING AGENDA:


1. Review of the Company shareholders’ proposals on the nomination of candidates for election to the management and supervisory bodies of RusHydro.

2. Review of the Company shareholders’ proposals on matters to be placed on the agenda of the Annual General Meeting of Shareholders of RusHydro.

3. Formation of committees of RusHydro's Board of Directors.

4. Approval of the Program of Works of RusHydro's Board of Directors for the 1st half of 2018.

5. Termination of RusHydro's participation in other entities.

6. Determining the position of RusHydro (RusHydro's representatives) in the management bodies of its subsidiaries.

7. Approval of the Report on the Organization of Insurance Coverage of RusHydro in 2017.

8. The Draft Consolidated Investment Program of RusHydro Group for 2019–2023 and for 2018 (Adjustment) and the Draft Investment Program of RusHydro for 2019–2028 and for 2018 (adjustment).

9. Approval of a report on the public technological and price audit of RusHydro investment projects for 2017, which contains the results of a consolidated analysis of the audits and conclusions based on the results of public and expert discussion.

10. Approval of the list of RusHydro investment projects for the public technological and price audit in 2018–2019.

11. Priority areas of RusHydro's activities.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: Review of the Company shareholders’ proposals on the nomination of candidates for election to the management and supervisory bodies of RusHydro.


Resolution:

1. To nominate the following candidates for election to the Board of Directors of the Company at the annual General Meeting of Company Shareholders on the results of 2017:


No.

Candidate nominated by the shareholder(s) for election to the Board of Directors of the Company

Position and place of employment of the candidate[1] nominated by the shareholder(s) for election to the Board of Directors of the Company

Name of the shareholder(s) nominating the candidate for election to the Board of Directors of the Company

Quantity of the Company's voting shares held by the shareholder(s)[2]

(as a percentage of the authorized capital)

1.

Artem Davidovich Avetisyan

Director of New Business of the autonomous nonprofit organization Agency of Strategic Investments for the Promotion of New Projects

Russian Federation, represented by the Federal Agency for State Property Management

60.56

2.

Vyacheslav Mikhaylovich Kravchenko

Deputy Minister of Energy of the Russian Federation

3.

Pavel Anatolyevich Livinskiy

General Director, Public Joint-Stock Company Rossiyskiye Seti (Russian Networks)

4.

Mikhail Alekseyevich Rasstrigin

Deputy Minister of Economic Development of the Russian Federation

5.

Nikolay Dmitriyevich Rogalev

Chancellor, Federal State Budgetary Educational Institution of Higher Education National Research University Moscow Power Engineering Institute (MEI)

6.

Yuriy Petrovich Trutnev

Deputy Head of the Government of the Russian Federation – Russian Presidential Plenipotentiary Envoy to the Far Eastern Federal District

7.

Nikolay Grigoryevich Shulginov

Chairman of the Management Board – General Director, Public Joint-Stock Company Federal Hydrogeneration Company – RusHydro

8.

Maksim Sergeyevich Bystrov

Chairman of the Management Board of the Association Nonprofit Partnership Council for Organizing an Efficient System of Trading on the Wholesale and Retail Electricity and Capacity Market

9.

Pavel Sergeyevich Grachev

President, Public Joint-Stock Company Polyus

10.

Sergey Nikolayevich Ivanov

General Director, Limited Liability Company RT-Capital

11.

Vyacheslav Viktorovich Pivovarov

General Director, Limited Liability Company Altera Capital

12.

Aleksey Olegovich Chekunkov

General Director, Joint-Stock Company Far East and Baikal Region Development Fund

13.

Sergey Vladimirovich Shishin

Senior Vice President, VTB Bank (Public Joint-Stock Company)

14.

Mikhail Viktorovich Voyevodin

General Director, Public Joint-Stock Company Corporation VSMPO-AVISMA

Limited Liability Company Avitrans

2.9

15.

Andrey Nikolayevich Shishkin

Vice President for Power Engineering, Localization, and Innovations, Public Joint-Stock Company Rosneft Oil Company

President and Chairman of the Management Board, Public Joint-Stock Company Bashneft Joint-Stock Oil Company

2. To nominate the following candidates for election to the Audit Committee of the Company at the annual General Meeting of Company Shareholders on the results of 2017:


No.

Candidate proposed by the shareholder(s) for election to the Audit Commission of the Company

Position and place of employment of the candidate[3] nominated by the shareholder(s) for election to the Audit Commission of the Company

Name of the shareholder(s) nominating the candidate for election to the Audit Committee of the Company

Quantity of the Company's voting shares held by the shareholder(s)[4]

(as a percentage of the authorized capital)

1.

Nataliya Nikolayevna Annikova

First Deputy General Director, OJSC Construction Department No. 308

Russian Federation, represented by the Federal Agency for State Property Management

60.56

2.

Tatyana Valentinovna Zobkova

Department Division Head of the Ministry of Energy of Russia

3.

Igor Nikolayevich Repin

Deputy Executive Director of the Association of Institutional Investors

4.

Marina Aleksandrovna Kostina

Deputy Department Director of the Ministry of Economic Development of Russia

5.

Dmitriy Igorevich Simochkin

Deputy Head of Department at the Federal Agency for State Property Management

Voting results:

For: 13 (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)

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: Review of the Company shareholders’ proposals on matters to be placed on the agenda of the Annual General Meeting of Shareholders of RusHydro.


Resolution:

To accept the proposal of the Russian Federation as represented by the Federal Agency for State Property Management, a Company shareholder holding 60.56% of the voting shares of the Company[5], to include the following items on the agenda of the annual General Meeting of Shareholders on the results of 2017:


No.

Wording of the item proposed by the shareholder

Wording of the resolution proposed by the shareholder

1.

Approval of the annual report of the Company

Not provided

2.

Approval of the annual accounting (financial) statements of the Company

Not provided

3.

Approval of distribution of the Company's profits based on the results of 2017

Not provided

4.

The amount of dividends, the time and form of payment of dividends based on the results of operations in 2017, and the establishment of the date as of which the persons entitled to dividends are determined.

Not provided

5.

Payment of compensation for activity in the Board of Directors to the members of the Board of Directors who are not public officials in the amount specified by the internal documents of the Company.

Not provided

6.

Payment of remuneration for activity in the Audit Commission to the Audit Commission members who are not public officials in the amount established by the internal documents of the Company.

Not provided

7.

Election of members of the Company's Board of Directors

Not provided

8.

Election of members of the Company's Audit Commission

Not provided

9.

Approval of the Company's auditor.

Not provided

Voting results:

For: 13 (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)

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. 3: Formation of committees of RusHydro's Board of Directors:


3.1. Composition of the Reliability, Energy Efficiency, and Innovations Committee under the Board of Directors of the Company.


Resolution:

1. To terminate ahead of time the powers of members of the Reliability, Energy Efficiency, and Innovations Committee of the Company's Board of Directors:

- Roman Yevgenyevich Gromov

- Sergey Nikolayevich Tolstoguzov

2. To elect the following persons to the Reliability, Energy Efficiency, and Innovations Committee under the Board of Directors of the Company:

- Oleg Gennadyevich Barkin, Deputy Chairman of the Management Board, Association NP Market Council

- Viktor Sergeyevich Gvozdev, Deputy Director for Production, Far East Division, RusHydro


Voting results:

For: 13 (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)

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.


3.2. Composition of the Committee for Far East Energy Development under RusHydro's Board of Directors.


Resolution:

1. To terminate ahead of time the powers of Sergey Nikolayevich Tolstoguzov, a member of the Committee for Far East Energy Development under the Company's Board of Directors.

2. To elect Sergey Vyacheslavovich Vasilyev, First Deputy Director of the Far East Division of the Company, to the Committee for Far East Energy Development under the Company's Board of Directors.


Voting results:

For: 13 (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)

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: Approval of the Action Plan of the RusHydro Board of Directors for the 1st half of 2018.


Resolution:

To approve the Action Plan of the RusHydro Board of Directors for the 1st half of 2018 (Appendix No. 1 to the Minutes).


Voting results:

For: 13 (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)

Against: 0

Abstained: 0

A special opinion of the member of the Board of Directors V. M. Kravchenko on agenda item No. 4 is attached to the minutes.


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: Termination of RusHydro's participation in other entities.


Resolution:

To terminate participation of RusHydro in JSC Small HPPs of Dagestan.


Voting results:

For: 13 (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)

Against: 0

Abstained: 0


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 6: Determining the position of RusHydro (RusHydro's representatives) in the management bodies of its subsidiaries:

Determining the position of RusHydro (Company representatives) on the agenda items of the meeting of the management bodies of JSC Small HPPs of Dagestan as regards winding up of JSC Small HPPs of Dagestan.


Resolution:

1. To direct RusHydro representatives to vote "FOR" the decision on winding up JSC Small HPPs of Dagestan in the management bodies of JSC Small HPPs of Dagestan under the item "On winding up JSC Small HPPs of Dagestan."

2. To direct RusHydro representatives to vote "FOR" resolutions related to the winding up of JSC Small HPPs of Dagestan in the management bodies
of JSC Small HPPs of Dagestan, which are to be reviewed in accordance with Articles 61–64 of the Civil Code of the Russian Federation and Articles 21–24 of Federal Law No. 208-FZ dated December 26, 1995, "On Joint-Stock Companies."


Voting results:

For: 13 (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)

Against: 0

Abstained: 0


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 7: Approval of the Report on the Organization of Insurance Coverage of RusHydro in 2017.


Resolution:

To approve the Report on Organization of Insurance Coverage of RusHydro in 2017 (Appendix No. 2 to the Minutes).


Voting results:

For: 13 (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)

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 8: The Draft Consolidated Investment Program of RusHydro Group for 2019–2023 and for 2018 (Adjustment) and the Draft Investment Program of RusHydro for 2019–2028 and for 2018 (adjustment).


Resolution:

1. To take into account a draft text of the consolidated Investment Program of RusHydro Group for 2019–2023 and for 2018 (adjustment) (Appendices Nos. 3, 4, and 5 to the Minutes) and the sources of their financing (Appendix No. 6 to the Minutes).

2. To give preliminary approval for the draft text of the Investment Program of RusHydro for 2019–2028 and for the draft amendments to the Investment Program of RusHydro for 2018–2027 approved by Order of the Ministry of Energy of Russia No. 34@ dated December 29, 2017, "On Approving the Investment Program of RusHydro for 2018–2027 and Amendments to the Investment Program of RusHydro Approved by Order of the Ministry of Energy of Russia No. 1458 dated December 30, 2016" (Appendices Nos. 7, 8, and 9 to the Minutes), for the purpose of information disclosure in pursuance of Decree of the Government of the Russian Federation No. 24 dated January 21, 2004, "On Approving the Standards for Information Disclosure by Wholesale and Retail Electricity Market Participants."

3. To direct N. G. Shulginov, Chairman of the Management Board – General Director of RusHydro:

3.1. To send the approved draft text of the Investment Program of RusHydro for 2019–2028 and the draft amendments to the Investment Program of RusHydro for 2018–2027 approved by Order of the Ministry of Energy of Russia No. 34@ dated December 29, 2017, "On Approving the Investment Program of RusHydro for 2018–2027 and Amendments to the Investment Program of RusHydro Approved by Order of the Ministry of Energy of Russia No. 1458 dated December 30, 2016," to the Ministry of Energy of Russia in accordance with the procedure established by Decree of the Government of the Russian Federation No. 977 dated December 1, 2009, "On the Investment Programs of Electric Power Industry Participants."

3.2. To adjust the RusHydro Business Plan in terms of the Investment Program parameters in accordance with Clauses 1 and 2 hereof.


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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 9: Approval of a report on the public technological and price audit of RusHydro investment projects for 2017, which contains the results of a consolidated analysis of the audits and conclusions based on the results of public and expert discussion.


Resolution:

To approve a report on the public technological and price audit of the Company's investment projects for 2017, which contains the results of a consolidated analysis of the audits and conclusions based on the results of public and expert discussion (Appendices Nos. 10 and 11 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, 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: 1 (N. R. Podguzov)


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: Approval of the list of RusHydro investment projects for the public technological and price audit in 2018–2019.


Resolution:

To approve the list of investment projects implemented
and planned for implementation under the RusHydro Investment Program for the public technological and price audit in 2018–2019 (Appendix No. 12 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, N. D. Rogalev, Yu. P. Trutnev, A. O. Chekunkov, S. V. Shishin, A. N. Shishkin, N. G. Shulginov)

Against: 1 (V. M. Kravchenko)

Abstained: 0

A special opinion of the member of the Board of Directors V. M. Kravchenko on the agenda item No. 10 is attached to the minutes.


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 11: Priority areas of RusHydro activities:


11.1. Implementation of recommendations for the management of rights to the results of intellectual activity in RusHydro.


Resolution:

In furtherance of provisions of Directive of the Government of the Russian Federation No. 9177p-P13 dated December 12, 2017, to order the Chairman of the Management Board – General Director:

1. To analyze the management of rights to the results of intellectual activity in the Company in accordance with the provisions of the Recommendations for the Management of Rights to the Results of Intellectual Activity in Organizations approved by Order of the Government of the Russian Federation No. ISh-P8-5594 dated August 25, 2017 (the "Recommendations"), by June 30, 2018.

2. To develop an internal document—the Program for the Management of Rights to the Results of Intellectual Activity in the Company (the "Program")—in accordance with the Recommendations and to have it approved by the Company Board of Directors by October 31, 2018.

3. To post information on the implementation of the Program in the Company on the Interdepartmental Portal for State Property Management and update it on a regular basis.


Voting results:

For: 13 (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)

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.


11.2: The progress status of the priority projects for the construction of 4 facilities in the Far East (Yakutskaya GRES-2 (Phase 1), CHPP in Sovetskaya Gavan, Blagoveshchenskaya CHPP (Phase 2), and Sakhalinskaya GRES-2 (Phase 1)).


Resolution:

To take into consideration the progress status of the priority projects for the construction of 4 facilities in the Far East (Yakutskaya GRES-2 (Phase 1), CHPP in Sovetskaya Gavan, Blagoveshchenskaya CHPP (Phase 2), and Sakhalinskaya GRES-2 (Phase 1)) as of December 31, 2017 (Appendix No. 13 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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)

A special opinion of the member of the Board of Directors V. M. Kravchenko on the agenda item No. 11.2 is attached to the minutes.


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.


11.3: Progress of the construction of the Ust-Srednekanskaya HPP.


Resolution:

To take into consideration information on the progress of the construction of the Ust-Srednekanskaya HPP (Appendix No. 14 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.4: Consideration of the results of audits performed by the Ministry of Energy of Russia, consideration of draft action plans for the elimination of violations discovered, and the progress of their elimination:


11.4.1. Results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audit of the progress of implementation of the project for design engineering, construction, and commissioning of the Boguchanskaya HPP, as provided for by the Company Investment Program for 2014–2016.


Resolution:

To take into consideration the results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audit of the progress of implementation of the project for design engineering, construction, and commissioning of the Boguchanskaya HPP, as provided for by the Company Investment Program for 2014–2016 (Appendix No. 15 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.4.2. Results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audit of the progress of implementation of the investment project "Supply and Turn-Key Replacement of Six Hydraulic Turbines at the Novosibirskaya HPP."


Resolution:

To take into consideration the results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audit of the progress of implementation of the investment project "Supply and Turn-Key Replacement of Six Hydraulic Turbines at the Novosibirskaya HPP" (Appendix No. 16 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.4.3. Results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audit of the progress of implementation of the investment project "Ust-Srednekanskaya HPP (including analysis of the implementation of the measures required to fill the Ust-Srednekanskiy Water Storage Basin to the design level and bringing Ust-Srednekanskaya HPP up to design capacity)."


Resolution:

To take into consideration the results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audit of the progress of implementation of the investment project "Ust-Srednekanskaya HPP (including analysis of the implementation of the measures required to fill the Ust-Srednekanskiy Water Storage Basin to the design level and bringing Ust-Srednekanskaya HPP up to design capacity)" (Appendix No. 17 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.4.4. Results of implementation of the action plans for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audits in 2016 of the progress of implementation of the investment projects "Construction of Yakutskaya GRES-2 (Phase 1)," "Construction of a CHPP in Sovetskaya Gavan," and "Construction of Sakhalinskaya GRES-2 (Phase 1)."


Resolution:

To take into consideration the results of implementation of the action plans for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the onsite audits in 2016 of the progress of implementation of the investment projects "Construction of Yakutskaya GRES-2 (Phase 1)," "Construction of a CHPP in Sovetskaya Gavan," and "Construction of Sakhalinskaya GRES-2 (Phase 1)" (Appendix No. 18 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.4.5. Results of the onsite audit of the progress of implementation of the investment project "Facility No. 1 – HPP Phase 2, territory of Zaramagskiye HPPs," performed by the Ministry of Energy of Russia and the results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the said onsite audit.


Resolution:

To take into consideration the results of the onsite audit of the progress of implementation of the investment project "Facility No. 1 – HPP Phase 2, territory of Zaramagskiye HPPs," performed by the Ministry of Energy of Russia and the results of implementation of the action plan for the elimination of violations and defects pointed out by the Ministry of Energy of Russia following the said onsite audit (Appendix No. 19 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.4.6. Consideration of the results of onsite audits of the progress of implementation of the investment projects "Construction of Yakutskaya GRES-2 (Phase 1)," "Construction of a CHPP in Sovetskaya Gavan," and "Construction of Sakhalinskaya GRES-2 (Phase 1)" performed by the Ministry of Energy of Russia in 2017.


Resolution:

To take into consideration the results of onsite audits of the progress of implementation of the investment projects "Construction of Yakutskaya GRES-2 (Phase 1)," "Construction of a CHPP in Sovetskaya Gavan," and "Construction of Sakhalinskaya GRES-2 (Phase 1)" performed by the Ministry of Energy of Russia in 2017 (Appendix No. 20 to the Minutes).


Voting results:

For: 12 (A. D. Avetisyan, M. S. Bystrov, P. S. Grachev, S. N. Ivanov, V. V. Pivovarov, N. R. Podguzov, 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.


11.5. Approval of an independent consultant for the evaluation of the activity of the Company's Board of Directors.


Resolution:

1. To approve the engagement of an independent consultant (PriceWaterhouseCoopers Consulting LLC) to evaluate the activity of the Company's Board of Directors.

2. To recommend that the members of the Company Board of Directors take part in a questionnaire survey and in interviews conducted by the independent consultant.

3. To order the Company to submit the results of evaluation of the activity of the Company's Board of Directors to the meeting of the Company's Board of Directors, subject to preliminary consideration of this matter at the meeting of the HR and Remunerations (Nominations) Committee of the Company's Board of Directors.


Voting results:

For: 13 (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)

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] Position and place of employment of the candidate as of the nomination date according to the shareholder’s application.

[2] Quantity of the Company's voting shares held by the shareholder as of the nomination date.

[3] Position and place of employment of the candidate as of the nomination date according to the shareholder’s application.

[4] Quantity of the Company's voting shares held by the shareholder as of the nomination date.

[5] Number of voting shares held by the shareholder as of the nomination date

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