General Meeting

The General Meeting of Shareholders is the supreme managing bode of the Company, its terms of reference being determined by the Federal Law "On Joint-Stock Companies" and the Article of Association of JFC RusHydro.

In August 2007, as a result of placement of an additional issue of shares (No. 1-01-55038-Е-002D), PJSC RusHydro ceased to be a 100% subsidiary company of JSC RAO UES of Russia. During the time when JSC RAO UES of Russia held 100% of the voting shares in the Company, resolutions on matters falling within the terms of reference of the General Meeting of Shareholders of PJSC RusHydro were adopted by the Board of Directors of JSC RAO UES of Russia.

The procedure for convening, preparing and holding General Meetings of Shareholders of the Company is regulated by chapter VII of the Federal Law "On Joint-Stock Companies", the Articles of Association of PJSC RusHydro and the Regulations on the procedure for preparing and holding the General Meeting of Shareholders.

Regulations on procedure for convocation and holding of General Meeting of Shareholders of PJSC RusHydro

The following matters shall be reserved to the competence of the General Meeting of Shareholders:

1) Amending the Articles of Association or approving a new revision of the Articles of Association

2) Reorganizing the Company

3) Liquidating the Company, appointing the Liquidation Committee, and approving interim and final liquidation balance sheets

4) Determining the number, par value, and category (class) of authorized shares and the rights that these shares bestow

5) Increasing the Company's authorized capital by raising the par value of shares or by placing additional shares as specified in the Federal Law "On Joint-Stock Companies"

6) Decreasing the Company's authorized capital by reducing the par value of shares, by the Company acquiring a part of the shares to reduce their total number, or by way of retiring shares acquired or bought out by the Company

7) Splitting and consolidating shares in the Company

8) Passing a resolution on placement by the Company of bonds convertible into shares and other equity securities convertible into shares

9) Electing the members of the Company's Board of Directors and terminating their powers

10) Electing the members of the Company's Internal Audit Commission and terminating their powers

11) Approving the Company's Auditor

12) Approving the annual report and the annual accounting (financial) statements of the Company

12.1) Distributing the profit (including paying (declaring) dividends, except for paying (declaring) dividends based on the results of the first quarter, six, or nine months of the reporting year) and loss of the Company based on the results of the reporting year

13) Paying (declaring) dividends based on the results of the first quarter, six, or nine months of the reporting year

14) Passing resolutions on consent to or the subsequent approval of major transactions in the cases provided for by Article 79 of the Federal Law "On Joint-Stock Companies"

15) Passing resolutions on consent to or the subsequent approval of transactions in the cases provided for by Article 83 of the Federal Law "On Joint-Stock Companies"

16) Passing a resolution on participation in financial and industrial groups, associations, and other groups of commercial organizations

17) Approving internal documents regulating the activities of the Company's management and supervisory bodies

18) Passing a resolution on payment of remuneration and/or compensation to the members of the Company's Internal Audit Commission

19) Passing a resolution on payment of remuneration and/or compensation to the Company's Board of Directors

20) Passing resolutions on application for the delisting of the Company's shares and/or equity securities of the Company convertible into its shares

21) Resolving other matters provided for under the Federal Law "On Joint-Stock Companies"

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