Minutes of 24.05.2019 № 290

MINUTES NO. 290

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 24, 2019, 6:00 p.m.

(Moscow time)

Date of the minutes:

May 28, 2019

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 persons

Members of the Board of Directors who participated in voting:

 

M. S. Bystrov

P. S. Grachev

V. M. Kravchenko

P. A. Livinskiy

V. V. Pivovarov

M. A. Rasstrigin

N. D. Rogalev

Yu. P. Trutnev

S. V. Shishin

N. G. Shulginov


In accordance with the Federal Law "On Joint-Stock Companies" and the Company's Articles of Association, a quorum for the meeting of the Board of Directors is present.


AGENDA OF THE MEETING:

  1. On the inclusion of candidates in the list for election to the Company's management and control bodies.
  2. On Approval of the agenda of the Company's Annual General Meeting of Shareholders.
  3. On preapproval of the Company's annual report for 2018.
  4. On preliminary approval of the annual accounting (financial) statements of the Company based on the results of 2018.
  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 2018.
  6. On recommendations for the annual General Meeting of Shareholders of the Company concerning: On payment of dividends, the time and form of payment of dividends based on the results of operations in 2018, and 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: 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: 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 for the annual General Meeting of Shareholders of the Company concerning: Approval of the company's Auditor.
  10. On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of RusHydro's Articles of Association.
  11. On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of RusHydro's Regulation on the Internal Audit Commission.
  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 RusHydro's General Meeting of Shareholders.
  13. 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 Meetings of RusHydro's Board of Directors.
  14. On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of the Regulation on RusHydro's Management Board.
  15. 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 Paying Remuneration and Compensation to Members of RusHydro's Board of Directors.
  16. On approval of the report on interested-party transactions made by the Company in 2018.
  17. On recognition of the candidates for the Board of Directors of the Company as independent ones.
  18. On the confirmation of the terms and conditions of the agreement with the Company's registrar.
  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 the inclusion of candidates in the list for election to the Company's management and control bodies.


It is resolved:

  1. To add to the list of candidates for election to the Board of Directors of the Company at the annual General Meeting of Shareholders of the Company for 2018, approved by resolution of the Board of Directors of the Company on April 4, 2019 (Minutes No. 286 dated April 5, 2019), the candidates specified in Schedule 1 to the Minutes.
  2. To include in the list of candidates for election to the lnternal Audit Commission of the Company at the annual General Meeting of Shareholders of the Company for 2018 the candidates specified in Schedule 2 to the Minutes.

Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 2. 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 2018:

  1. Approval of the Annual Report of the company for 2018.
  2. Approval of the annual accounting (financial) statements of the company based on the results of 2018.
  3. Approval of distribution of the Company's profits based on the results of 2018.
  4. On payment of dividends, the time and form of payment of dividends based on the results of operations in 2018, and establishment of the date as of which the persons entitled to dividends are determined.
  5. On remuneration for work performed on the Board of Directors to members of the company's Board of Directors, 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. Approval of the new version of RusHydro's Articles of Association.
  11. Approval of the new version of RusHydro's Regulation on the Internal Audit Commission.
  12. Approval of the new version of the Regulation on the Procedure for Convening and Holding RusHydro's General Meeting of Shareholders.
  13. Approval of the new version of the Regulation on the Procedure for Convening and Holding Meetings of RusHydro's Board of Directors.
  14. Approval of the new version of the Regulation on RusHydro's Management Board.
  15. Approval of the new version of the Regulation on the Procedure for Paying Remuneration and Compensation to Members of RusHydro's Board of Directors.

Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 3. On preapproval of the Company's annual report for 2018.


It is resolved:

To preliminarily approve the Company's Annual Report for 2018 according to the draft annual report included in the scope of materials for the Meeting* and to submit it for approval to the annual General Meeting of Shareholders of the Company.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.

Item 4.        On preliminary approval of the annual accounting (financial) statements of the Company based on the results of 2018.


It is resolved:

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

To approve the Annual Accounting (Financial) Statements of the Company based on the results of 2018 included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 2018.


It is resolved:

Preliminarily approve and recommend to the annual General Meeting of Shareholders of the Company to approve the following allocation of profits of the Company based on the results of 2018:

 

(million rubles)

Retained earnings (losses) for the reporting period

36,725.6

Distribute to: the reserve fund

1,836.3

Development of the Company

18,970.8

Dividends

15,918.5


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 6. On recommendations for the annual General Meeting of Shareholders of the Company concerning: On payment of dividends, the time and form of payment of dividends based on the results of operations in 2018, and 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:

Pay dividends on ordinary shares of the Company according to the results of 2018 in the amount of RUB 0.0367388 per one share.

Form of payment of dividends: monetary.

Establish July 9, 2019 (the 11th day from the date of the resolution 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 who is a securities market professional 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: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 27, 2018, to June 28, 2019, 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: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 27, 2018, to June 28, 2019, 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 dated June 26, 2017 (Minutes No. 16 dated June 27, 2017).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.

 


Item 9. On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of 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: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 RusHydro's Articles of Association.


It is resolved:

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

To approve the new version of the Articles of Association of RusHydro in accordance with the Draft Articles of Association of RusHydro included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 RusHydro's Regulation on the Internal Audit Commission.


It is resolved:

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

To approve the new version of the Regulation on the lnternal Audit Commission of RusHydro in accordance with the Draft Regulation on the lnternal Audit Commission included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 RusHydro's General Meeting of Shareholders.


It is resolved:

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

To approve the new version of the Regulation on the Procedure for Convening and Holding a General Meeting of Shareholders of RusHydro in accordance with the Draft Regulation on the Procedure for Convening and Holding a General Meeting of Shareholders of RusHydro included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 Procedure for Convening and Holding Meetings of RusHydro's Board of Directors.


It is resolved:

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

To approve the new version of the Regulation on the Procedure for Convening and Holding Meetings of the Board of Directors of RusHydro in accordance with the Draft Regulation on the Procedure for Convening and Holding Meetings of the Board of Directors of RusHydro included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 14. On recommendations for the annual General Meeting of Shareholders of the Company concerning: Approval of the new version of the Regulation on RusHydro's Management Board.


It is resolved:

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

To approve the new version of the Regulation on the Management Board of RusHydro in accordance with the Draft Regulation on the Management Board of RusHydro included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 15. 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 Paying Remuneration and Compensation to Members of RusHydro's Board of Directors.


It is resolved:

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

To approve the new version of the Regulation on Payment of Remunerations and Compensations to Members of the Board of Directors of RusHydro in accordance with the Draft Regulation on Payment of Remunerations and Compensations to Members of the Board of Directors of RusHydro included in the materials prepared for the Meeting*.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 16. On approval of the report on interested-party transactions made by the Company in 2018.


It is resolved:

To approve the report on interested-party transactions made by the Company in 2018 (Schedule 3 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 17. On recognition of the candidates for the Board of Directors of the Company as independent ones.


It is resolved:

In accordance with the recommendations of the HR and Remuneration (Nominations) Committee under the Company's Board of Directors:

  1. To take note of the information on the results of evaluation of the compliance of member of the Board of Directors (candidate for election to the Company Board of Directors at the annual General Meeting of Shareholders in 2019) Maksim Bystrov with the independence criteria provided for in Schedule 4 to the Listing Rules of the Moscow Exchange.

There is no connection between M. S. Bystrov and the Company, a substantial shareholder, competitors, the state, or a municipal entity.

  1. S. Bystrov meets the formal criteria of connection with the Company's significant counterparties—JSC ATS, JSC SO UES, JSC FSC, and Autonomous Noncommercial Organization Training Center Market Council1—as the amount of liabilities under the agreements between the Company and each of the said counterparties exceeds 2% of the book value of assets and 2% of the revenue of each counterparty.

To note that the connection between M. S. Bystrov and significant counterparties of the Company—JSC ATS, JSC SO UES, JSC FSC*, and Autonomous Noncommercial Organization Training Center Market Council—is formal in nature and does not affect M. S. Bystrov’s ability to act, as a member of the Board of Directors, in the interests of the Company and its shareholders for the following reasons:

  • JSC ATS2 (Joint-Stock Company Administrator of the Trade System of the Wholesale Electricity Market) renders the services of a commercial operator of the wholesale electricity and capacity market (the "wholesale market") to the Company in the manner provided for in clause 7 of article 33 of Federal Law No. 35-FZ dated March 26, 2003, "On the Electric Power Industry" (the "Federal Law on the Electric Power Industry") under an Agreement for Integration into the Trade System of the Wholesale Market. The conditions of the agreement are binding for the parties. Commercial relations between the Company and JSC ATS are based on the principle of nondiscriminatory access to the services of commercial infrastructure organizations of the wholesale market (article 20 of the Federal Law on the Electric Power Industry) and on the principle of state regulation of tariffs for the services of a commercial operator of the wholesale market (article 23.1 of the Federal Law on the Electric Power Industry).
  • JSC SO UES (Joint-Stock Company System Operator of the Unified Energy System) provides the Company with operational dispatch management services in the electric power industry due to its status as a system operator envisioned by clause 1 of article 12 of the Federal Law on the Electric Power Industry and under the Agreement for Integration into the Trade System of the Wholesale Market. Commercial relations between the Company and JSC SO UES are based on the principle of nondiscriminatory access to operational dispatch management services in the electric power industry (clause 6 of article 20 of the Federal Law on the Electric Power Industry) and on the principle of state regulation of tariffs for operational dispatch management services (article 23.1 of the Federal Law on the Electric Power Industry).
  • JSC FSC (Joint-Stock Company Financial Settlement Center) is classified among the commercial infrastructure organizations of the wholesale electricity and capacity market of the Russian Federation; it ensures the functioning of the contractual structure of the wholesale market and the system of financial settlements between its participants and renders services to the Company for calculation of claims and liabilities under the Agreement for Integration into the Trade System of the Wholesale Market.   The Agreement was concluded in accordance with clause 1 of article 32 of the Federal Law on the Electric Power Industry and clause 40 of the Rules for the Wholesale Electricity and Capacity Market approved by Regulation of the Government of the RF No. 1172 dated December 27, 2010.

Commercial relations between the Company and JSC FSC are based on the principle of nondiscriminatory access to the services of commercial infrastructure organizations of the wholesale market (article 20 of the Federal Law on the Electric Power Industry).   The uniform charge for the service package provided by JSC FSC (for all counterparties) is approved by the Supervisory Board of the Association Nonprofit Partnership Market Council.

  • Autonomous Noncommercial Organization Training Center Market Council (Autonomous Noncommercial Organization of Continuing Professional Education Training Center of Nonprofit Partnership Market Council), established under the Association of Nonprofit Partnership Market Council, is an infrastructure organization of wholesale and retail trade in electricity and capacity; it renders services to the Company in the field of education and training of specialists in organizing an effective system of wholesale and retail trade in electricity and capacity.  

Considering that the wholesale market regulations adopted by the Supervisory Board of the Association Nonprofit Partnership Market Council are constantly amended, to maintain a high level of knowledge in the field of wholesale market procedures and to obtain information on current and planned changes in the wholesale market, the employees of the Company need to undergo training at the primary source—that is, at Autonomous Noncommercial Organization Training Center Market Council. The training contracts between the Company and Autonomous Noncommercial Organization Training Center Market Council are concluded on market conditions.

  1. S. Bystrov’s track record in the Company Board of Directors proves his ability to make independent, unbiased, and conscientious judgments as M. S. Bystrov’s stance on agenda items of meetings of the Board of Directors and committees under the Board of Directors is based on his expertise and experience, is autonomous and independent, and the decisions made by M. S. Bystrov allow one to draw the conclusion that his formal connection with significant counterparties of the Company—JSC ATS, JSC SO UES, JSC FSC, and Autonomous Noncommercial Organization Training Center Market Council—does not influence his decision making as M. S. Bystrov acts in the interests of the Company and all its shareholders.

Based on clause 2 of section 2.18 of Schedule 2 and on Schedule 4 to the Listing Rules of the Moscow Exchange, to recognize Maksim Bystrov as an independent director.


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Item 18. On the confirmation of the terms and conditions of the agreement with the Company's registrar.


It is resolved:

To approve the material terms and conditions of Supplementary Agreement to the Agreement for provision services for the keeping of shareholder register No. 1010-238-31-2017 dated April 10, 2017 (Schedule 4 to the Minutes).


Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking 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 determine that the information (materials) to be provided to the persons entitled to participate in the Meeting shall be as follows:

The Annual Report of the Company for 2018 (including the information on sustainable development) and the opinion of the Internal Audit Commission based on its review findings

The annual accounting (financial) statements on the results of 2018, 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 earnings and an assessment of its compliance with the dividend policy adopted in the Company, including for the payment of dividends and the Company's own needs, with explanations and economic justification for the need to allocate a certain part of the net earnings for the Company's own needs

Information on shareholder's agreements concluded during the year before June 28, 2019

Report on the entry into related-party transactions by the Company in 2018 and conclusion of the Company's lnternal Audit Commission on the reliability of the data contained in the report

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 the 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 the information on who nominated them, and the information on their compliance with independence criteria

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

Information regarding the presence or absence of the written consent of the 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 candidacy of the Company's Auditor

Articles of Association of the Company

The draft of a 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 a new version of the Regulation on Convening and Holding the General 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 a 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 a 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

The current version and the draft of a new version of the Regulation on the lnternal Audit Commission of the Company

A comparative table of changes to the Regulation on the lnternal Audit Commission of the Company with the justification for the need to adopt the respective resolutions

The current version and the draft of a new version of the Regulation on Payment of Remunerations and Compensations to Members of the Company's Board of Directors

A comparative table of changes to the Regulation on Payment of Remunerations and Compensations to Members of the Company's Board of Directors 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 Company's Articles of Association 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

Internal audit report

Draft resolutions of the Meeting on the agenda items

  1. To determine that persons entitled to participate in the Meeting may familiarize themselves with information (materials) for the Meeting at the Meeting venue (on the date of the Meeting) and during 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 ext. 1969; 2204

- 23/10 Pravdy St., Moscow, JSC VTB Registrar (on business days from 10.00 a.m. to 5.00 p.m. local time), tel.: 8 (800) 200-61-12 (toll-free number in Russia)

- 43/1 Dubrovinskogo, 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, in the personal account of the shareholder on the Registrar's website at: http://www.vtbreg.ru, in the Quorum mobile application (for iOS and Android) developed by the Registrar, and in the shareholder’s personal account in the E-voting electronic voting service on the internet at: https://www.e-vote.ru/ru.

  1. To approve the form and text of the notice on the holding of the Meeting (Schedule 5 to the Minutes).
  2. To publish the notice on the holding of the Meeting on the Company's website on the internet: www.rushydro.ru, at least 30 days prior to the date of the Meeting.
  3. To determine that the notice on the holding of the Meeting and the information (material) for the Meeting shall be sent in electronic form (as electronic documents) to the Company's registrar for their further submission to the persons entitled to participate in the Meeting, in accordance with the laws of the Russian Federation on securities.
  4. To approve the form and text of the ballots for voting at the annual General Meeting of Shareholders of the Company (Schedule 6 to the Minutes).
  5. 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 no later than June 7, 2019 (inclusive).
  6. To approve the wording of resolutions on the agenda items of the Meeting, which should be sent electronically (in the form of electronic documents) to nominal holders of shares registered in the Company's shareholder register (Schedule 7 to the Minutes).
  7. To determine that the wording of resolutions on the agenda items of the Meeting and the voting ballots shall be provided by sending them to the Company's registrar for their further submission in electronic form (as electronic documents) to the nominal holders of shares registered in the Company's shareholder register no later than June 7, 2019 (inclusive).
  8. To determine that completed voting ballots may be sent to the following postal address:

- JSC VTB Registrar, PO Box 54, Moscow 127137

  1. To determine the following addresses of websites for electronic registration and completion of the electronic voting ballots: http://www.vtbreg.ru; https://www.e-vote.ru/ru, and in the Quorum app developed by the registrar (for iOS and Android).
  2. To elect Natalia Kovaleva as the Secretary of the Meeting.
  3. To conduct a video broadcast of the Meeting on the corporate website of the Company.

Voting results:

For: 10 (M. S. Bystrov, P. S. Grachev, V. M. Kravchenko, V. V. Pivovarov, P. A. Livinskiy, M. A. Rasstrigin, N. D. Rogalev, Yu. P. Trutnev, S. V. Shishin, 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 item shall be adopted by a simple majority vote of the members of the Board of Directors taking part in the meeting.


Resolution adopted.


Chairman

of the Board of Directors                                                             Yu. P. Trutnev


Corporate Secretary                                                                    N. G. Kovaleva




* Materials prepared for the Meeting mean information (materials) that are to be provided to persons entitled to participate in the Annual General Meeting of Shareholders based on the results of 2018 during preparation for holding it.


1 M. S. Bystrov is a member of the Board of Directors of JSC SO UES, the Chairman of the Management Board and a member of the Board of Directors of JSC ATS, the Chairman of the Management Board and a member of the Supervisory Board of the Association Nonprofit Partnership Market Council.

JSC FSC (through JSC ATS) and Autonomous Noncommercial Organization Training Center Market Council are controlled by the organizations of the Association Nonprofit Partnership Market Council.

2 By decision of the Supervisory Board of the Association Nonprofit Partnership Market Council (formerly known as Nonprofit Partnership ATS) dated November 30, 2007, since April 1, 2008, JSC ATS has been entrusted with the performance of the functions of a commercial operator of the wholesale market, classified by clause 1 of article 33 of the Federal Law on the Electric Power Industry as commercial infrastructure organizations of the wholesale market.

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