Minutes of 28.05.2018 №270

MINUTES No. 270

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):

May 25, 2018, 6:00 p.m.

(Moscow time)

Date the minutes were drafted:

May 28, 2018

Form of the meeting:

Absentee voting

Place of the 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

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 Articles of Association, the quorum for the meeting of the Board of Directors is present.


MEETING AGENDA:


1. On Approval of the agenda of the Company's annual General Meeting of Shareholders.

2. On preapproval of the Company's Annual Report for 2017.

3. On approval of the report on interested-party transactions made by the Company in 2017.

4. On the consideration of the annual accounting (financial) statements of the Company based on the results of 2017.

5. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: Approval of distribution of the Company's profits based on the results of 2017.

6. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On 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.

7. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On payment of compensation for work as part of the Board of Directors to the members of the Board of Directors of the Company who are not public officials in the amount specified by the internal documents of the Company.

8. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On payment of compensation for work as part of the lnternal Audit Commission to the members of the lnternal Audit Commission of the Company who are not public officials in the amount specified by the internal documents of the Company.

9. On recommendations to the annual General Meeting of Shareholders of the Company on the candidate for the Company's Auditor.

10. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: Approval of the new version of the Company’s Articles of Association.

11. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: Approval of the new version of the Regulation on the Procedure for Convening and Holding the Company's General Meeting of Shareholders.

12. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: Approval of the new version of the Regulation on the Procedure for Convening and Holding the Meetings of the Company's Board of Directors.

13. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: Approval of the new version of the Regulation on the Company's Management Board.

14. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: Participation of RusHydro in the Association National Network of the Global Compact.

15. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On participation of RusHydro in the self-regulatory organization Self-Regulatory Corporation of Builders of the Krasnoyarsk Territory Association.

16. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On the participation of RusHydro in the self-regulatory organization ENERGOPROEKT Association.

17. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On the participation of RusHydro in the Engineering Surveys in Construction Association.

18. On recommendations for the annual General Meeting of Shareholders of the Company concerning the item: On the termination of participation of RusHydro in the noncommercial partnership Russian-Chinese Business Council.

19. On matters related to the convening, preparation, and conduct of the annual General Meeting of Shareholders of the Company.


RESULTS OF VOTING ON THE AGENDA ITEMS:


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


It is resolved:

To approve the agenda of the Annual General Meeting of Shareholders to be held based on the results of 2017:

1. Approval of the annual report of the Company for 2017.

2. Approval of the annual accounting (financial) statements of the Company based on the results of 2017.

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

4. On 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.

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

6. On payment of compensation for work as part of the lnternal Audit Commission to the members of the lnternal Audit Commission of the Company who are not public officials in the amount specified by the internal documents of the Company.

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

8. Election of members of the Company's Internal Audit Commission.

9. Approval of the Company's auditor.

10. Participation of RusHydro in the Association National Network of the Global Compact.

11. On participation of RusHydro in the self-regulatory organization Self-Regulatory Corporation of Builders of the Krasnoyarsk Territory Association.

12. On the participation of RusHydro in the self-regulatory organization ENERGOPROEKT Association.

13. On the participation of RusHydro in the Engineering Surveys in Construction Association.

14. On the termination of participation of RusHydro in the noncommercial partnership Russian-Chinese Business Council.

15. Approval of the new version of the Company’s Articles of Association.

16. Approval of the new version of the Regulation on the Procedure for Convening and Holding the Company's General Meeting of Shareholders.

17. Approval of the new version of the Regulation on the Procedure for Convening and Holding the Meetings of the Company's Board of Directors.

18. Approval of the new version of the Regulation on the Company's Management Board.


Voting results:

For: 11 (A. D. Avetisyan, 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 preapproval of the Company's annual report for 2017.


It is resolved:

To preapprove the Company's Annual report for 2017 (Schedule No. 1 to the Minutes) and to submit the same for the approval of the Company's annual General Meeting of Shareholders.


Voting results:

For: 11 (A. D. Avetisyan, 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 3: On approval of the report on interested-party transactions made by the Company in 2017.


It is resolved:

To approve the report on interested-party transactions made by the Company in 2017 (Schedule No. 2 to the Minutes).


Voting results:

For: 11 (A. D. Avetisyan, 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 4: On the consideration of the annual accounting (financial) statements of the Company based on the results of 2017.


It is resolved:

To preapprove the Company's Annual accounting (financial) statements for 2017 (Schedule No. 3 to the Minutes) and to submit the same for approval of the Company's annual General Meeting of Shareholders.


Voting results:

For: 11 (A. D. Avetisyan, 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 recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of distribution of the Company's profits based on the results of 2017.


It is resolved:

To preapprove and recommend that the Annual General Meeting of Shareholders of the Company approve the following allocation of profits (losses) of the Company based on the results of 2017:



(RUB)

Retained earnings (loss) of the reporting period

36,148,608,891.19

    Allocate to: Reserve fund

1,807,430,444.56

       Development of the Company

23,115,501,974.98

       Dividends

11,225,676,471.65

       Recovery of losses of previous years

0.00

Voting results:

For: 11 (A. D. Avetisyan, 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 recommendations for the annual General Meeting of Shareholders of the Company concerning: On 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.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To pay dividends on ordinary shares of the Company based on the results of 2017 in the amount of RUB 0.0263335 per one share.

Form of payment of dividends: monetary.

To establish the 10th day from the date of the decision to pay dividends as the date on which the persons entitled to receive dividends shall be determined.

The dividend payment period for a nominee holder or beneficial owner that is a professional participant in the securities market registered in the Company's shareholder register shall not exceed 10 business days, and for other persons registered in the Company's shareholder register it shall not exceed 25 business days from the date when the persons entitled to dividends are determined.


Voting results:

For: 11 (A. D. Avetisyan, 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 recommendations for the annual General Meeting of Shareholders of the Company concerning: On payment of compensation for work as part of the Board of Directors to the members of the Board of Directors of the Company who are not public officials in the amount specified by the internal documents of the Company.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To pay remuneration to the members of the Board of Directors based on their work in the Board of Directors during the period from June 26, 2017, to June 27, 2018, in the amount, as per the procedure, and within the term specified by the Resolution on the Payment of Remunerations and Compensations to the Members of the Board of Directors of RusHydro approved by the decision of the annual General Meeting of Shareholders of the Company dated June 26, 2017 (Minutes No. 16 dated June 27, 2017).


Voting results:

For: 11 (A. D. Avetisyan, 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 8: On recommendations for the annual General Meeting of Shareholders of the Company concerning: On payment of compensation for work as part of the lnternal Audit Commission to the members of the lnternal Audit Commission of the Company who are not public officials in the amount specified by the internal documents of the Company.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To pay remuneration to the members of the lnternal Audit Commission based on their work in the lnternal Audit Commission during the period from June 26, 2017, to June 27, 2018, in the amount, as per the procedure, and within the term specified by the Resolution on Remunerations and Compensations to the Members of the lnternal Audit Commission of RusHydro approved by the decision of the annual General Meeting of Shareholders of the Company (Minutes No. 16 dated June 27, 2017).


Voting results:

For: 11 (A. D. Avetisyan, 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 9: On recommendations to the annual General Meeting of Shareholders of the Company on the candidate for the Company's Auditor.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To approve Joint-Stock Company PricewaterhouseCoopers Audit (OGRN 1027700148431) as the auditor of RusHydro.


Voting results:

For: 11 (A. D. Avetisyan, 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: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of the Company’s Articles of Association.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company approve the new version of the Articles of Association of the Company.


Voting results:

For: 11 (A. D. Avetisyan, 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 11: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of the Regulation on the Procedure for Convening and Holding the Company's General Meeting of Shareholders.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company approve the new version of the Regulation on the Procedure for Convening and Holding the General Meeting of Shareholders of the Company.


Voting results:

For: 11 (A. D. Avetisyan, 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 12: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of the Regulation on the Procedure for Convening and Holding the Meetings of the Company's Board of Directors.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company approve the new version of the Regulation on the Procedure for Convening and Holding Meetings of the Board of Directors of the Company.


Voting results:

For: 11 (A. D. Avetisyan, 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 13: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of the Regulation on the Company's Management Board.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company approve the new version of the Regulation on the Management Board of the Company.


Voting results:

For: 11 (A. D. Avetisyan, 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 14: On recommendations for the annual General Meeting of Shareholders of the Company concerning: Participation of RusHydro in the Association National Network of the Global Compact.


It is resolved:

To promote the main principles of the United Nations Global Compact on the protection of the environment, human rights, combating corruption, and fair labor relations and in pursuance of the decision of the Board of Directors of the Company dated October 27, 2017 (Clause 2.1 of Minutes No. 259 dated October 30, 2017), to recommend that the annual General Meeting of Shareholders of RusHydro adopt the following resolution:

To approve the entry of RusHydro into the Association National Network of the Global Compact on the terms determined by internal documents and decisions of the governing bodies of the Association National Network of the Global Compact, including those regulating the amount, frequency, and procedure for payment of membership fees.


Voting results:

For: 11 (A. D. Avetisyan, 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 15: On recommendations for the annual General Meeting of Shareholders of the Company concerning: On participation of RusHydro in the self-regulatory organization Self-Regulatory Corporation of Builders of the Krasnoyarsk Territory Association.


It is resolved:

To recommend that the annual General Meeting of Shareholders adopt the following resolution:

Tp approve the entry of RusHydro into the self-regulatory organization Self-Regulatory Corporation of Builders of the Krasnoyarsk Territory Association (OGRN 1082400002156) (the "Association") on the terms determined by the internal documents and decisions of the authorized management bodies of the Association, including those regulating the amount, frequency, and procedure for payment of membership fees as of the time of entry.


Voting results:

For: 11 (A. D. Avetisyan, 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 16: On recommendations for the annual General Meeting of Shareholders of the Company concerning: On the participation of RusHydro in the self-regulatory organization ENERGOPROEKT Association.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To approve the entry of RusHydro into the self-regulatory organization Association of Organizations Engaged in the Design of Energy Facilities ENERGOPROEKT (OGRN 1097799022903) (the "ENERGOPROEKT Association") on the terms determined by the internal documents and decisions of the authorized management bodies of the ENERGOPROEKT Association, including those regulating the amount, frequency, and procedure for payment of membership fees.


Voting results:

For: 11 (A. D. Avetisyan, 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 17: On recommendations for the annual General Meeting of Shareholders of the Company concerning: On the participation of RusHydro in the Engineering Surveys in Construction Association.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To approve the entry of RusHydro into the Association Engineering Surveys in Construction (OGRN 1067799027977) ("SRO AESC") on the terms determined by the internal documents and decisions of the authorized management bodies of SRO AESC, including those regulating the amount, frequency, and the procedure for payment of membership fees.


Voting results:

For: 11 (A. D. Avetisyan, 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 18: On recommendations for the annual General Meeting of Shareholders of the Company concerning: On the termination of participation of RusHydro in the noncommercial partnership Russian-Chinese Business Council.


It is resolved:

To recommend that the annual General Meeting of Shareholders of the Company adopt the following resolution:

To terminate the participation of RusHydro in the noncommercial partnership Russian-Chinese Business Council.

Voting results:

For: 11 (A. D. Avetisyan, 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 19: On matters related to the convening, preparation, and conduct of the annual General Meeting of Shareholders of the Company.


It is resolved:

1. To convene the annual General Meeting of Shareholders of PJSC RusHydro (the "Company") as a meeting (joint presence) (the "General Meeting of Shareholders" or the "Meeting").

To determine the date of the annual General Meeting of Shareholders of the Company: June 27, 2018.

2. To determine the time of the Meeting: the beginning of the Meeting shall be at 10:30 a.m. (Moscow time).

3. To determine the start time of registration of persons participating in the Meeting: 9:00 a.m. (Moscow time).

4. To determine the venue of the Meeting: 12 Krasnopresnenskaya Naberezhnaya, Congress Hall, Floor 2, Congress Center, Entrance No. 4, World Trade Center (WTC), Moscow, Russia.

5. To approve the date on which the persons entitled to participate in the Meeting shall be determined (fixed): June 5, 2018.

6. To broadcast video of the Meeting on the corporate website of the Company.

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

The Annual Report of the Company for 2017 and the opinion of the Internal Audit Commission based on its review findings

The annual accounting (financial) statements on the results of 2017, including the auditor's report and the report of the Company's Internal Audit Commission based on its audit findings

A justification of the proposed distribution of net profit and an assessment of its compliance with the dividend policy adopted in the Company, including for dividend payment and the Company's own needs, with explanations and economic justification for the need to allocate a certain part of the net profit for the Company's own needs

Information on shareholder's agreements concluded during the year before June 27, 2018

A report on interested-party transactions made by the Company in 2017

Recommendations of the Board of Directors of the Company on agenda items of the annual General Meeting of Shareholders of the Company as well as minority reports of members of the Board of Directors on each agenda item

Information on proposals to include items in the agenda of the annual General Meeting of Shareholders, including information on who proposed each of the items included in the agenda of the Meeting

Extracts from the Minutes of the Audit Committee under the Company's Board of Directors, the Investments Committee under the Company's Board of Directors, and the HR and Remuneration (Nominations) Committee under the Company's Board of Directors on the respective items to be considered by the Meeting

Details of candidates for election to the Board of Directors of the Company, including who nominated them, and information on their compliance with independence criteria

Details of candidates for election to the Internal Audit Commission of the Company, including who nominated them

Information regarding the presence or absence of the written consent of candidates nominated for election to the Board of Directors and the Internal Audit Commission to be elected to the respective body of the Company

Details of the candidate for the Company's auditor

The Articles of Association of the Company (with amendments and additions)

The draft of the new version of the Company’s Articles of Association

A comparative table of changes to the Company's Articles of Association with the justification for the need to adopt the respective resolutions

The current version and the draft of the new version of the Regulation on Convening and Holding the annual Meeting of Shareholders of the Company

A comparative table of changes to the Regulation on the Procedure for Convening and Holding the General Meeting of Shareholders of the Company with the justification for the need to adopt the respective resolutions

The current version and the draft of the new version of the Regulation on Convening and Holding the Meetings of the Company's Board of Directors

A comparative table of changes to the Regulation on the Procedure for Convening and Holding the Meetings of the Board of Directors of the Company with the justification for the need to adopt the respective resolutions

The current version and the draft of the new version of the Regulation on the Management Board of the Company

A comparative table of changes to the Regulation on the Management Board of the Company with the justification for the need to adopt the respective resolutions

An explanation of the consequences that may occur for the Company and its shareholders in the case of the adoption of amendments to the Articles of Association of the Company and internal documents

Information on corporate actions that resulted in a deterioration of shareholders' dividend rights and/or dilution of their shares and information on court decisions that established facts of the use by shareholders of other methods besides dividends and liquidation value for obtaining income at the expense of the Company

Draft resolutions of the Meeting on the agenda items

8. To determine that persons entitled to participate in the Meeting may familiarize themselves with the information (materials) for the Meeting at the location of the Meeting (on the date of the Meeting) and for 30 days prior to the date of the Meeting at the following addresses:

7 Malaya Dmitrovka St., Moscow (on business days from 10:00 a.m. to 5:00 p.m. local time), tel. 8-800-333-80-00 /(495) 122-05-55 ext. 4215; 4256; 1824; acceptance/delivery of correspondence: ext. 1832, 4185

- 23/10 Pravdy St., JSC VTB Registrar (on business days from 10.00 a.m. to 5.00 p.m. local time), tel. (495) 787-44-83

- 43/1 Dubrovinskogo St., Krasnoyarsk (on business days from 10:00 a.m. to 5:00 p.m. local time), tel. 8-913-031-71-04

and on the Company's website: www.rushydro.ru.

9. To approve the form and text of the notice on the holding of the Meeting (Schedule 4 to the Minutes).

10. To publish the notice on the holding of the Meeting on the Company's website, www.rushydro.ru, at least 30 days prior to the date of the Meeting.

11. To approve the form and text of the ballots for voting at the annual General Meeting of Shareholders of the Company (Schedule 5 to the Minutes).

12. To determine that ballots for voting on the Meeting's agenda items shall be sent by registered mail or be delivered against signature to each person registered in the Company's shareholder registers and entitled to participate in the Meeting not later than June 6, 2018 (inclusive).

13. To approve the wording of resolutions on the agenda items of the General Meeting of Shareholders, which should be sent electronically (in the form of electronic documents) to nominal holders of shares registered in the Company's shareholder register (Schedule No. 6 to the Minutes).

14. To determine that when determining the quorum and summing up the voting results, votes represented by voting ballots and declarations of will received not later than two days prior to the date of the annual General Meeting of Shareholders, namely, not later than June 24, 2018 (inclusive), shall be counted.

15. To determine that completed voting ballots may be sent to the following postal address:

- JSC VTB Registrar, PO Box 54, Moscow 127137.

16. To elect Natalia Gennadievna Kovalyova as the Secretary of the Meeting.


Voting results:

For: 11 (A. D. Avetisyan, 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
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