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PJSC RusHydro: Results of the Board of Directors -6-

DJ PJSC RusHydro: Results of the Board of Directors Meeting on September 07, 2020

PJSC RusHydro (HYDR) 
PJSC RusHydro: Results of the Board of Directors Meeting on September 07, 
2020 
 
08-Sep-2020 / 15:40 CET/CEST 
Dissemination of a Regulatory Announcement that contains inside information 
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group. 
The issuer is solely responsible for the content of this announcement. 
 
      Results of the Board of Directors Meeting on September 07, 2020 
 
 PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that 
the Company's Board of Directors held a meeting in absentia on September 07, 
             2020. 
 
             Resolutions passed on Items of the agenda: 
 
   Item 1. On Including Candidates into the Voter List for Election into the 
             Company Management and Control Bodies. 
 
             Resolution adopted: 
 
  1) Accept the proposals of the Russian Federation, represented by the 
  Federal Agency for State Property Management (holder of 61.73% of the 
  RusHydro voting shares) and Avitrans LLC (holder of 5.78% of the RusHydro 
  voting shares), on nominating candidates to be elected into RusHydro 
  management and control bodies, as have been received by RusHydro within 
  the time limit set by the RusHydro Board of Directors' Resolution dated 
  August 20, 2020 (Minutes No. 313 dated August 24, 2020). 
 
  2) Pursuant to the proposals received from the Company Shareholders: 
 
    1) Exclude Mikhail Viktorovich Voevodin from the voter list of 
    candidates to be elected into the Board of Directors of the Company, at 
    the Annual General Meeting of Company Shareholders on the 2019 results, 
    due to his candidacy being substituted. 
 
  Include, into the voter list of candidates to be elected into the Board of 
          Directors of the Company, at the Annual General Meeting of Company 
             Shareholders on the 2019 results, the candidates as follows: 
 
No. A Candidate Proposed by (a)  Position, Place of Work of a 
        Shareholder(s) for         Candidate Proposed by the 
     Including into the Voter   Shareholder(s) for Including to 
    List for Electing into the    the Voter List for Electing 
     Board of Directors of the  into the Board of Directors of 
              Company                     the Company 
1.  Maksim Sergeyevich Bystrov    Chairman of Management Board, 
                                         Association "Nonprofit 
                                 Partnership Market Council for 
                                 Organizing Efficient Wholesale 
                                     and Retail Electricity and 
                                       Capacity Trading System" 
2.  Pavel Sergeyevich Grachev          General Director, Public 
                                   Joint-Stock Company "Polyus" 
3.  Aleksey Vladimirovich          Assistant Deputy Chairman of 
    Kozlov                        the Government of the Russian 
                                                     Federation 
4.  Lev Vladimirovich Kuznetsov  General Director, First Deputy 
                                Chairman of Board of Directors, 
                                  Management Company "Intergeo" 
                                      Limited Liability Company 
5.  Yuriy Vladislavovich           Deputy Minister of Energy of 
    Manevich                             the Russian Federation 
6.  Vyacheslav Viktorovich             CEO of Limited Liability 
    Pivovarov                          Company "Altera Capital" 
7.  Mikhail Alekseyevich 
    Rasstrigin 
8.  George Ilyich Rizhinashvili 
9.  Nikolay Dmitriyevich         Rector of Federal State-Funded 
    Rogalev                          Educational Institution of 
                                     Higher Education "National 
                                     Research Institute 'MEI' " 
10. Dmitry Nikolayevich Snesar         Department Head - Senior 
                                     Vice-President of VTB Bank 
                                   (Public Joint-Stock Company) 
11. Yuriy Petrovich Trutnev              Deputy Chairman of the 
                                      Government of the Russian 
                                           Federation - Russian 
                                   Presidential Plenipotentiary 
                                       Envoy to the Far Eastern 
                                               Federal District 
12. Natalia Olegovna Filippova   Deputy Head of Front Office of 
                                     the Deputy Chairman of the 
                                      Government of the Russian 
                                           Federation - Russian 
                                   Presidential Plenipotentiary 
                                       Envoy to the Far Eastern 
                                               Federal District 
13. Aleksey Olegovich Chekunkov  General Director, Far East and 
                                        Arctic Development Fund 
                                            Joint-Stock Company 
14. Andrey Nikolayevich                Vice-President for Power 
    Shishkin                         Industry, Localization and 
                                     Innovations, Member of the 
                                Management Board of Rosneft Oil 
                                     Company Public Joint-Stock 
                                                        Company 
15. Nikolay Grigoryevich            Management Board Chairman - 
    Shulginov                        General Director of Public 
                                    Joint-Stock Company Federal 
                                      Hydrogeneration Company - 
                                                       RusHydro 
 
3) Pursuant to the proposals received from the Company Shareholders, 
include, into the voter list of candidates to be elected into the Internal 
Audit Commission of the Company at the Annual General Meeting of Company 
Shareholders on the 2019 results, the candidates as follows: 
 
No. A Candidate Proposed by (a)   Position, Place of Work of a 
    Shareholder(s) for Including   Candidate Proposed by the 
      into the Voter List for     Shareholder(s) for Including 
     Electing into the Internal  to the Voter List for Electing 
      Audit Commission of the       into the Internal Audit 
              Company              Commission of the Company 
1.          Nataliya Nikolayevna   Member of the Internal Audit 
                        Annikova           Commission of Public 
                                    Joint-Stock Company Federal 
                                      Hydrogeneration Company - 
                                                       RusHydro 
2.    Andrey Vladimirovich Gabov    Department Deputy Director, 
                                           Ministry of Economic 
                                     Development of the Russian 
                                                     Federation 
3.  Tatyana Valentinovna Zobkova    Department Deputy Director, 
                                            Minenergo of Russia 
4.  Yakub Hadzhimuratovich                     Department Chief 
    Malsagov                         Specialist-Expert, Russian 
                                       Federal Agency for State 
                                            Property Management 
5.       Igor Nikolayevich Repin   Deputy Executive Director of 
                                        Professional Investors' 
                                                    Association 
 
    Item 2. On considering the Company Shareholders' proposals as to putting 
     items on the agenda of Annual General Meeting of RusHydro Shareholders. 
 
             Resolution adopted: 
 
   Accept the proposal of the Russian Federation as the Company Shareholder, 
  represented by the Federal Agency for State Property Management (holder of 
  61.73% of RusHydro voting shares), as received by RusHydro within the time 
   limit set by the RusHydro Board of Directors' Resolution dated August 20, 
   2020 (Minutes No. 313 dated August 24, 2020), to put on the agenda of the 
    Annual General Meeting of Shareholders on the 2019 results, the items as 
             follows: 
 
No. Item wording as proposed by  Resolution wording as proposed 
          the shareholder              by the shareholder 
 1.      Approval of the Company              None 
                   annual report 
 2.      Approval of the Company              None 
               annual accounting 
          (financial) statements 
 3.  Approval of distribution of              None 
        the Company profit as of 
                year-end of 2019 
 4.    On the amounts, due dates              None 
           and forms of dividend 
         payment on the basis of 
    performance for 2019, and on 
       fixing the date of record 
                   for dividends 
 5.   On payment of remuneration              None 
    for working in the incumbent 
       Board of Directors to the 
      Company Board of Directors 
       Members other than public 
         servants, in the amount 
       stipulated by the Company 
              internal documents 
 6.   On payment of remuneration              None 
    for working in the incumbent 
         to the Company Internal 
        Audit Commission Members 
     other than public servants, 
     in the amount stipulated by 
            the Company internal 
                       documents 
 7.   Electing into the Board of              None 
        Directors of the Company 
 8.   Electing into the Internal              None 
         Audit Commission of the 
                         Company 
 9.   Approval as to the Company              None 
                         Auditor 
 
    Item 3. On Approving the Agenda of the Annual General Meeting of Company 
             Shareholders. 
 
             Resolution adopted: 
 
 Approve the agenda of the Annual General Meeting of Company Shareholders to 
             be held on the 2019 results, as follows: 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 08, 2020 09:40 ET (13:40 GMT)

DJ PJSC RusHydro: Results of the Board of Directors -2-

1) Approval of the Company annual report for 2019. 
 
2) Approval of the Company annual accounting (financial) statements as of 
year-end of 2019. 
 
3) Approval of distribution of the Company profit as of year-end of 2019. 
 
4) On the amounts, due dates and forms of dividend payment on the basis of 
performance for 2019, and on fixing the date of record for the dividends. 
 
5) On payment of remuneration for working in the incumbent Board of 
Directors to the Company Board of Directors Members other than public 
servants, in the amount stipulated by the Company internal documents. 
 
6) On payment of remuneration for working in the incumbent to the Company 
Internal Audit Commission Members other than public servants, in the 
amount stipulated by the Company internal documents. 
 
7) Electing into the Board of Directors of the Company. 
 
8) Electing into the Internal Audit Commission of the Company. 
 
9) Approval as to the Company Auditor. 
 
10) Approval of the redrafted RusHydro Articles of Association. 
 
11) Approval of the redrafted Regulation on the Convening and Holding of 
the RusHydro General Shareholders Meeting. 
 
12) Approval of the redrafted Regulation on the Convening and Holding 
Meetings of the RusHydro Board of Directors. 
 
13) Approval of the redrafted Regulation on the RusHydro Management Board. 
 
14) Approval of the redrafted Regulation on Remunerations and 
Compensations to the RusHydro Internal Audit Commission Members. 
 
         Item 4. On Recommendations to the Annual General Meeting of Company 
    Shareholders as to: Approval of distribution of the Company profit as of 
             year-end of 2019. 
 
             Resolution adopted: 
 
  Approve preliminarily, and recommend the Annual General Meeting of Company 
       Shareholders to approve, the distribution of the Company profit as of 
             year-end 2019 as follows: 
 
                                                    (mln RUB) 
Retained earnings (losses) for the reporting period 38,644.8 
Distribute to: Reserve Fund                          1,932.2 
Company Development                                 21,038.6 
                                          Dividends 15,674.0 
 
         Item 5. On Recommendations to the Annual General Meeting of Company 
 Shareholders as to: On the amounts, due dates and forms of dividend payment 
  on the basis of performance for 2019, and on fixing the date of record for 
             the dividends. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
  Pay dividends on the Company ordinary shares based on the 2019 results, in 
             the amount of RUB 0.03568039 per share. 
 
             Dividend payment form: money. 
 
  Fix October 10, 2020 (the 10th day as from the dividend payment resolution 
             adopting date) as the date of record for dividends. 
 
  For a nominee holder, and a trustee being a professional securities market 
 participant, registered in the Company shareholders' register, the dividend 
      payment period should not exceed 10 (ten) business days, and for other 
 persons registered in the Company shareholders' register - 25 (twenty five) 
             business days from the date of record for dividends. 
 
         Item 6. On Recommendations to the Annual General Meeting of Company 
 Shareholders as to: On payment of remuneration for working in the incumbent 
     Board of Directors to the Company Board of Directors Members other than 
public servants, in the amount stipulated by the Company internal documents. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
 Pay remuneration to the members of the Board of Directors of the Company on 
  the basis of their work in the Board of Directors for the period from June 
28, 2019 through September 30, 2020 in the amount, in manner, and within the 
          period specified by the Regulation on Payment of Remunerations and 
 Compensations to the Members of the Board of Directors of RusHydro approved 
      by the resolution of the annual General Meeting of Shareholders of the 
           Company dated June 28, 2019 (Minutes No. 18 dated July 02, 2019). 
 
         Item 7. On Recommendations to the Annual General Meeting of Company 
 Shareholders as to: On payment of remuneration for working in the incumbent 
to the Company Internal Audit Commission Members other than public servants, 
             in the amount stipulated by the Company internal documents. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
     Pay remuneration to the members of the Internal Audit Commission of the 
 Company based on their work in the Internal Audit Commission for the period 
from June 28, 2019 through September 30, 2020, in the amount, in the manner, 
             and within the period specified by the Regulation on Payment of 
        Remunerations and Compensations to the Members of the Internal Audit 
     Commission of RusHydro approved by the resolution of the Annual General 
  Meeting of Shareholders of the Company dated June 26, 2017 (Minutes No. 16 
             dated June 27, 2017). 
 
         Item 8. On Recommendations to the Annual General Meeting of Company 
             Shareholders as to: Approval as to the Company Auditor. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
             Approve Joint-Stock Company PricewaterhouseCoopers Audit (PSRN 
             1027700148431) as the Company Auditor. 
 
         Item 9. On Recommendations to the Annual General Meeting of Company 
          Shareholders as to: Approval of the redrafted RusHydro Articles of 
             Association. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
   Approve the redrafted RusHydro Articles of Association in accordance with 
  the RusHydro draft Articles of Association included into the materials for 
             the Meeting, available on the RusHydro corporate Internet site 
             www.rushydro.ru [1]*. 
 
        Item 10. On Recommendations to the Annual General Meeting of Company 
   Shareholders as to: Approval of the redrafted Regulation on the Convening 
             and Holding of the RusHydro General Shareholders Meeting. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
        Approve the redrafted Regulation on the Convening and Holding of the 
 RusHydro General Shareholders Meeting in accordance with the RusHydro draft 
Regulation on the Convening and Holding of the RusHydro General Shareholders 
       Meeting included into the materials for the Meeting, available on the 
             RusHydro corporate Internet site www.rushydro.ru [1]*. 
 
        Item 11. On Recommendations to the Annual General Meeting of Company 
   Shareholders as to: Approval of the redrafted Regulation on the Convening 
             and Holding Meetings of the RusHydro Board of Directors. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
        Approve the redrafted Regulation on the Convening and Holding of the 
  RusHydro Board of Directors Meetings in accordance with the RusHydro draft 
  Regulation on the Convening and Holding of the RusHydro Board of Directors 
      Meetings included into the materials for the Meeting, available on the 
             RusHydro corporate Internet site www.rushydro.ru [1]*. 
 
        Item 12. On Recommendations to the Annual General Meeting of Company 
    Shareholders as to: Approval of the redrafted Regulation on the RusHydro 
             Management Board. 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
        Approve the redrafted Regulation on the RusHydro Management Board in 
       accordance with the draft Regulation on the RusHydro Management Board 
      included into the materials for the Meeting, available on the RusHydro 
             corporate Internet site www.rushydro.ru [1]*. 
 
        Item 13. On Recommendations to the Annual General Meeting of Company 
  Shareholders as to: "Approval of the redrafted Regulation on Remunerations 
       and Compensations to the RusHydro Internal Audit Commission Members". 
 
             Resolution adopted: 
 
   Recommend the Annual General Meeting of Company Shareholders to adopt the 
             resolution as follows: 
 
  Approve the redrafted Regulation on Remunerations and Compensations to the 
     RusHydro Internal Audit Commission Members in accordance with the draft 
Regulation on Remunerations and Compensations to the RusHydro Internal Audit 
Commission Members included into the materials for the Meeting, available on 
             the RusHydro corporate Internet site www.rushydro.ru [1]*. 
 
     Item 14. On Recognizing Candidates to the Company Board of Directors as 
             Independent. 
 
             Resolution adopted: 
 
1) Pursuant to the recommendations of the HR and Remunerations 
(Nominations) Committee under the Board of Directors of the Company 
(Minutes No. 102 dated September 01, 2020), take information in 
consideration on the results of assessment of the compliance of the Board 
Members (candidates to the Board of Directors of the Company to be elected 
at the Annual General Meeting of Shareholders in 2020) with the 
independence criteria provided for in Appendix 4 to Moscow Exchange PJSC 
Listing Rules** (hereinafter, "the Listing Rules"). 
 
**Approved by the Moscow Exchange Supervisory Board on January 21, 2020 
(Minutes No. 18). 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 08, 2020 09:40 ET (13:40 GMT)

DJ PJSC RusHydro: Results of the Board of Directors -3-

2) In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4 
to the Listing Rules, recognize: 
 
Vyacheslav Viktorovich Pivovarov as an independent candidate to the Board of 
     Directors of the Company to be elected at the Annual General Meeting of 
      Shareholders in 2020 on the grounds specified in Schedule No. 1 to the 
             Minutes***. 
 
 In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4, to 
             the Listing Rules, recognize: 
 
      Maksim Sergeyevich Bystrov as an independent candidate to the Board of 
     Directors of the Company to be elected at the Annual General Meeting of 
      Shareholders in 2020 on the grounds specified in Schedule No. 2 to the 
             Minutes****. 
 
             *** Schedule No. 1 to the Minutes 
 
 Having assessed the compliance of V. V. Pivovarov, a member of the Board of 
       Directors of the Company / candidate to the Board of Directors of the 
Company to be elected at the Annual General Meeting of Shareholders in 2020, 
 with the criteria for determining the independency of the Board members, as 
      envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations 
          (Nominations) Committee (Minutes No. 102 dated September 01, 2020) 
             established that V. V. Pivovarov is not a party related to: 
 
? any substantial Company shareholder; 
 
? any substantial counterparty or competitor of the Company; 
 
? a state (the Russian Federation, a Russian Federation constituent 
entity) or a municipal entity. 
 
      According to results of the assessment performed, a criterion of being 
        related to the Company was revealed for V. V. Pivovarov, since V. V. 
    Pivovarov has been holding a position with the Board of Directors of the 
Company as of April 28, 2020 over 7, but less than 12 years in the aggregate 
             (7 full years). 
 
         The HR and Remunerations (Nominations) Committee under the Board of 
      Directors of the Company established that the existing relation to the 
 Company is of nominal nature, and recommended the Board of Directors of the 
            Company to recognize V. V. Pivovarov as an Independent Director. 
 
      V. V. Pivovarov's relatedness to the Company is of a formal nature and 
   cannot affect his ability to form unbiased and independent opinions as to 
       the agenda items considered by the Board of Directors and act for the 
   benefit of the Company and all shareholders thereof due to the reasons as 
             follows: 
 
? Pursuant to Order No. 804-r dated March 30, 2020 of the Russian 
Government, V. V. Pivovarov was nominated to Board Members as an 
Independent Director, thereby there is no duty for V. V. Pivovarov to vote 
in pursuance of the Russian Government directives, if elected into the 
Board of Directors in 2020 (Clause 16 of Regulation No. 738 of the 
Government of the Russian Federation dated December 03, 2004); 
 
? throughout the period of filling the Board Member vacancy, V. V. 
Pivovarov has been involved actively in the activities of the Board of 
Directors of the Company - in 2019, he was participating in the absolute 
majority of meetings held by the Board of Directors (19 of 20 meetings in 
2019) and Committees under the Board of Directors of the Company (for the 
Audit Committee, 19 of 21 meetings; for the HR and Remunerations 
(Nominations) Committee, 15 of 15 meetings; for the Strategy Committee, 12 
of 12 meetings; for the Investment Committee, 8 of 9 meetings); 
 
? V. V. Pivovarov track record with the Company Board of Directors and 
Committees in 2013 - 2019 has been demonstrating his ability to provide 
independent, unbiased and fair judgments, since the V. V. Pivovarov's 
stance as to the agenda items of meetings of the Board of Directors and 
Committees under the Board of Directors has been based on his professional 
expertise and experience, has been rational and independent, and the 
nature of resolutions adopted by V. V. Pivovarov previously and at present 
allow coming to a conclusion that, having his relatedness to the Company 
established formally, V. V. Pivovarov has acted and keeps acting for the 
benefit of the Company and all shareholders thereof; 
 
? since 2015, V. V. Pivovarov has been sitting on the HR and Remuneration 
(Nominations) Committee (as its Chairman now), as well as on the Audit 
Committee under the Board of Directors of the Company. From 2013 through 
2019, he also was sitting on the Board of Directors of the Company and 
other Committees under the Board of Directors of the Company. The long 
period of V. V. Pivovarov's working with the Board of Directors of the 
Company, HR and Remunerations (Nominations) Committee and Audit Committee 
under the Board of Directors, is an advantage for the Company, since V. V. 
Pivovarov has the necessary many years' professional experience in 
preparing, analyzing, assessing and auditing accounting (financial) 
statements, as well as extensive knowledge of the Company business, which 
facilitate and enhance the performance of the Board of Directors of the 
Company and the Committees thereunder; 
 
? In May 2020, V. V. Pivovarov signed a Declaration of a Board Member / a 
Candidate to the Board of Directors of the Company Recognized as 
Independent, in the form recommended by Moscow Exchange. 
 
  V. V. Pivovarov has the sterling both business and personal reputation and 
         also has skills, experience and vital professional expertise in the 
financial, managerial and economic areas, as needed for adopting independent 
       resolutions falling within the scope of the Board of Directors of the 
        Company and required for the effective exercise of his functions and 
     allowing him, inter alia, to participate in the operation of a range of 
             committees under the Board of Directors of the Company. 
 
             **** Schedule No. 2 to the Minutes 
 
   Having assessed the compliance of M. S. Bystrov, a member of the Board of 
       Directors of the Company / candidate to the Board of Directors of the 
Company to be elected at the Annual General Meeting of Shareholders in 2020, 
 with the criteria for determining the independency of the Board members, as 
      envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations 
          (Nominations) Committee (Minutes No. 102 dated September 01, 2020) 
             established that M. S. Bystrov is not a party related to: 
 
? Company competitors; 
 
? a state (the Russian Federation, a Russian Federation constituent 
entity) or a municipal entity. 
 
     According to the assessment results, for M. S. Bystrov, a criteria were 
             revealed of being related to: 
 
     - the Company substantial counterparties: ATS JSC, SO UES JSC, CFR JSC, 
 Market Council TC ANO1, Karachaevo-Cherkesskenergo JSC, Kabbalkenergo JSC2, 
   UES Research Center JSC3, since the amount of obligations under contracts 
 between the Company and each of the counterparties abovementioned exceed 2% 
      of the book value of assets, and 2% of revenues, of each counterparty; 
 
? a substantial Company shareholder - the Russian Federation4, as M. S. 
Bystrov is a Board Member at more than two organizations controlled by the 
Russian Federation, namely Rosseti PJSC, SO UES JSC, and RusHydro; 
 
? the Company - M. S. Bystrov has been a Member of the Board of Directors 
of the Company since 2013, i.e. the period of his holding the Board Member 
position as of June 28, 2020 amounted to over 7, but less than 12 years (7 
full years). 
 
         The HR and Remunerations (Nominations) Committee under the Board of 
      Directors of the Company established that the existing relation to the 
 Company, its substantial counterparties and its substantial shareholder, is 
 of nominal nature, and recommended the Board of Directors of the Company to 
         recognize M. S. Bystrov as an Independent Director. M. S. Bystrov's 
 relatedness to the Company substantial counterparties: ATS JSC, SO UES JSC, 
             CFR JSC, Market Council TC ANO, Karachaevo-Cherkesskenergo JSC, 
Kabbalkenergo JSC, UES Research Center JSC, and with the Company substantial 
      shareholder is of nominal nature and cannot affect his ability to form 
  unbiased and independent opinions as to the agenda items considered by the 
           Board of Directors and act for the benefit of the Company and all 
             shareholders thereof, due to the reasons as follows: 
 
? Pursuant to Order No. 804-r dated March 30, 2020 of the Government of 
the Russian Federation (hereinafter, the Russian Government), M. S. 
Bystrov was nominated, by the Russian Federation, to the Company Board 
Members as an Independent Director, thereby there is no duty for M. S. 
Bystrov to vote in pursuance of the Russian Government directives, if 
elected into the Board of Directors in 2020 (Clause 16 of Regulation No. 
738 of the Government of the Russian Federation dated December 03, 2004); 
 
? ATS JSC5 (Wholesale Electricity and Capacity Market Trading System 
Administrator Joint Stock Company) is a wholesale electricity and capacity 
market (hereinafter, the wholesale market) commercial operator, and 
renders services, to the Company, in the sphere of arranging electricity 
and capacity trading at the wholesale market, as prescribed by Article 33, 
Clause 7 of Federal Law No. 35-FZ dated March 26, 2003, "On Electric Power 
Industry" (hereinafter, the Russian Federal Law on the Electric Power 
Industry), under the Contract for Joining the Wholesale Market Trading 
System. The Contract terms and conditions are and shall be binding for the 
parties. Commercial relations between the Company and ATS JSC are based on 
the principle of non-discriminatory access to the services providable by 
the wholesale market commercial infrastructure organizations (Article 20 
of the Russian Federal Law on the Electric Power Industry) and the 
principle of the state regulation of tariffs for the wholesale market 
commercial operator's services (Article 23.1 of the Russian Federal Law on 
the Electric Power Industry); 
 

(MORE TO FOLLOW) Dow Jones Newswires

September 08, 2020 09:40 ET (13:40 GMT)

DJ PJSC RusHydro: Results of the Board of Directors -4-

? SO UES JSC (System Operator of the Unified Energy System Joint-Stock 
Company) renders services, to the Company, in the operational dispatch 
management in the electric power industry owing to its system operator's 
status assigned thereto by Article 12, Clause 1, of the Russian Federal 
Law on the Electric Power Industry, under the Contract for Joining the 
Wholesale Market Trading System. Commercial relations between the Company 
and SO UES JSC are based on the principle of non-discriminatory access to 
the operational dispatch management in the electric power industry 
(Article 20, Clause 6, of the Russian Federal Law on the Electric Power 
Industry) and the principle of the state regulation of tariffs for the 
operational dispatch management services (Article 23.1 of the Russian 
Federal Law on the Electric Power Industry); 
 
? CFR JSC (Center of Financial Settlements Joint-Stock Company) is a 
Russian Federation wholesale electricity and capacity market commercial 
infrastructure organization that ensures functioning of the wholesale 
market contractual structure and the system of financial settlements 
between the market participants, and renders services, to the Company, in 
estimating requirements and liabilities under the Contract for Joining the 
Wholesale Market Trading System. The Contract was executed in pursuance of 
Article 32, Clause 1, of the Russian Federal Law on the Electric Power 
Industry, and Clause 40 of Rules of the Wholesale Electricity and Capacity 
Market as approved by the Russian Government Regulation No. 1172 dated 
December 27, 2010). 
 
       Commercial relations between the Company and CFR JSC are based on the 
    principle of non-discriminatory access to the services providable by the 
 wholesale market commercial infrastructure organizations (Article 20 of the 
  Russian Federal Law on the Electric Power Industry). The amount of payment 
    for the CFR JSC complex service, the same for all counterparties, is and 
shall be as approved by the NP Market Council Association Supervisory Board; 
 
? Market Council TC ANO (NP Market Council Training Center Continuing 
Professional Education Autonomous Non-Commercial Organization) established 
under NP Market Council Association, a wholesale and retail electricity 
and capacity trading infrastructural organization, renders services, to 
the Company, in educating and training specialists in the sphere of 
arranging effective wholesale and retail electricity and capacity trading 
system. 
 
  Whereas wholesale market regulations, as approved by the NP Market Council 
        Association Supervisory Board, change regularly, for the purposes of 
         maintaining high level of knowledge in the area of wholesale market 
     procedures and obtaining information on the wholesale market actual and 
      planned changes, the Company employees must be trained at the original 
       source of the changes, namely at Market Council TC ANO. Contracts for 
  education and training, between the Company and Market Council TC ANO, are 
             concluded on an arm's length basis; 
 
? Karachaevo-Cherkesskenergo JSC and Kabbalkenergo JSC are the only 
guaranteed supply companies in the territory where they operate, that 
acquire energy resources at the wholesale market and sale them to any 
offtaker having addressed them, by entering into public contracts with the 
latter. Under the contracts, Karachaevo-Cherkesskenergo JSC and 
Kabbalkenergo JSC sell electric power to the Company for business and 
administrative needs thereof. The payment is made at the price and (or) 
pursuant to the price determination procedure fixed as per the provisions, 
as in force on the payment date, of Federal Laws, other regulations, as 
well as acts adopted by the authorized bodies 
in the sphere of state regulation of tariffs; 
 
? UES Research Center JSC is a multi-purpose electric power research 
center and the leading industry scientific organization engaged in the 
area of DC and AC electricity transmission systems and power lines, UES 
backbone network development and inter-state electrical communications; in 
addition, this is the only organization able to render such services, and 
there is no equivalent substitution thereto in the market. The contracts 
between the Company and UES Research Center JSC were executed for the 
purposes of implementing measures of accident rate reduction at the 
industrial sites specified in a range of binding documents. 
 
  Selecting such counterparties was stipulated by unbiased factors such as a 
 unique status of the counterparties at a particular market, and peculiarity 
   of the electricity and capacity market structure; part of the contractual 
   terms and conditions are governable by the RF Government acts. Therefore, 
concluding such contracts has no relation to M. S. Bystrov's being Member of 
             the Board of Directors of the Company. 
 
 M. S. Bystrov's relatedness to the Company, which appeared in June 2020, is 
   of nominal nature and exerts no influence on his ability to form unbiased 
  and independent opinions as to the agenda items considered by the Board of 
       Directors and act for the benefit of the Company and all shareholders 
             thereof, due to the reasons as follows: 
 
? since 2015, M. S. Bystrov has been sitting on the Audit Committee under 
the Board of Directors of the Company and, since 2019, acting as the 
Chairman thereof; from 2015 through 2019, he was sitting on the HR and 
Remunerations (Nominations) Committee under the Board of Directors of the 
Company. From 2013 through 2019, he has also been sitting on other 
Committees under the Board of Directors of the Company. The long period of 
M. S. Bystrov's work with the Board of Directors of the Company, HR and 
Remunerations (Nominations) Committee and Audit Committee under the Board 
of Directors is of advantage for the Company, since M. S. Bystrov has the 
necessary many years' professional experience in electric power industry, 
investments, economy and finance, and extensive knowledge of the Company 
business, which facilitate and enhance the performance of the Board of 
Directors of the Company and the Committees thereunder; 
 
? In May 2020, M. S. Bystrov signed a Declaration of a Board Member / a 
Candidate to the Board of Directors of the Company Recognized as 
Independent, in the form recommended by Moscow Exchange. 
 
? throughout the period of filling the Board Member vacancy, M. S. Bystrov 
has been involved actively in the activities of the Board of Directors of 
the Company - in 2019, he participated in the absolute majority of 
meetings held by the Board of Directors (17 of 20 meetings in 2019) and 
Committees under the Board of Directors of the Company (for the Audit 
Committee, 21 of 21 meetings; for the HR and Remunerations (Nominations) 
Committee, 9 of 15 meetings; for the Investment Committee, 6 of 9 
meetings); 
 
? M. S. Bystrov's track record with the Company Board of Directors and 
Committees in 2013 - 2019 has been demonstrating his ability to provide 
independent, unbiased and fair judgments, since the M. S. Bystrov's stance 
as to the agenda items of meetings of the Board of Directors and 
Committees under the Board of Directors has been based on his professional 
expertise and experience, has been rational and independent, and the 
nature of resolutions adopted by M. S. Bystrov previously and at present 
allow coming to a conclusion that, having his relatedness to the Company 
occurred, M. S. Bystrov has acted and keeps acting for the benefit of the 
Company and all shareholders thereof; 
 
        M. S. Bystrov is the SO UES JSC Board member, as well as the ATS JSC 
     Management Board Chairman and Member of the Board of Directors, and the 
 Management Board Chairman and Supervisory Board Member at NP Market Council 
       Association. CFR JSC (through ATS JSC) and Market Council TC ANO, are 
             controlled entities of NP Market Council Association. 
 
       2 Karachaevo-Cherkesskenergo JSC and Kabbalkenergo JSC are controlled 
     entities of Rosseti PJSC, the Board of Directors whereof includes M. S. 
             Bystrov. 
 
3 SO UES JSC is a controlled entity of UES Research Center JSC, the Board of 
             Directors whereof includes M. S. Bystrov. 
 
4 61.73% of the RusHydro ordinary shares are owned by the Russian Federation 
 represented by the Federal Agency for State Property Management, and 12.95% 
  of the RusHydro ordinary shares are owned by VTB Bank (PJSC) which is also 
         controlled by the Russian Federation. The data are given subject to 
      outstanding shares of the additional issue No. 1-01-55038-E-043D dated 
             August 27, 2018. 
 
    5 By the decision of the NP Market Council Association Supervisory Board 
 (previous name - NP ATS) dated November 30, 2007, since April 01, 2008, ATS 
      JSC has been charged with performing functions of the wholesale market 
     commercial operator regarded, under Article 33, Clause 1 of the Russian 
Federal Law on the Electric Power Industry, as a wholesale market commercial 
             infrastructure organization. 
 
     Item 15. On the Matters Related to Convening, Preparing and Holding the 
             Annual General Meeting of Company Shareholders. 
 
             Resolution adopted: 
 
1) Establish the information (materials) to be provided to persons having 
the right to take part in the Annual General Meeting of Shareholders of 
RusHydro (hereinafter referred to as the Meeting) to be as follows: 
 
    the Company's Annual Report for 2019, and a report by the Internal Audit 
           Commission of the Company based on the results of review thereof; 
 
         the Annual Accounting (Financial) Statements for 2019, including an 
       Auditor's Report and a report by the Internal Audit Commission of the 
             Company, based on the results of review thereof; 
 
   rationalization of the proposed net profit distribution and assessment of 
its compliance with the dividend policy adopted at the Company, including to 

(MORE TO FOLLOW) Dow Jones Newswires

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DJ PJSC RusHydro: Results of the Board of Directors -5-

the dividend payment and the Company's auxiliaries, with explanations and 
  economic rationalization of the need to allocate a certain part of the net 
             profit to the auxiliaries; 
 
       information on shareholder agreements concluded from June 28, 2019 to 
             September 30, 2020; 
 
   report on interested party transactions concluded by the Company in 2019, 
      and a report by the Internal Audit Commission of the Company as to the 
             reliability of the data contained in the above report; 
 
recommendations (stance) of the Board of Directors of the Company concerning 
 an agenda for the Annual General Meeting of Company Shareholders as well as 
             minority opinions of the Board Members as to each agenda item; 
 
    information on proposals as to putting items to the agenda of the Annual 
General Meeting of Shareholders, including information on the persons having 
             proposed each of the items included in the Meeting Agenda; 
 
 abstracts of minutes of the Audit Committee under the Board of Directors of 
       the Company, Investment Committee under the Board of Directors of the 
  Company, and HR and Remuneration Committee under the Board of Directors of 
  the Company, concerning the corresponding items considered by the Meeting; 
 
   details of candidates to the Board of Directors of the Company, including 
    information on persons the having nominated these candidates, as well as 
          information as per Clause 8 of Schedule 3 to the Regulation on the 
             Information Policy of RusHydro; 
 
      details of candidates to the Internal Audit Commission of the Company, 
     including information on the persons having nominated these candidates; 
 
        information as to the presence or absence of written consents of the 
       candidates nominated for election into the Board of Directors and the 
   Internal Audit Commission, for being elected into a corresponding body of 
             the Company; 
 
   details of the candidacy of the Company Auditor, including information as 
           per Sub-Clause 2 of Clause 3, Schedule 3 to the Regulation on the 
             Information Policy of RusHydro; 
 
             Articles of Association of the Company; 
 
             draft redrafted Articles of Association of the Company; 
 
       comparative table of amendments to be made to the Company Articles of 
     Association, with rationalization of the need to have the corresponding 
             resolutions adopted; 
 
           Regulation on the Convening and Holding of the General Meeting of 
          Shareholders of the Company as amended, and a draft redrafted said 
             Regulation; 
 
         comparative table of amendments to be made to the Regulation on the 
Convening and Holding of the General Meeting of Shareholders of the Company, 
      with rationalization of the need to have the corresponding regulations 
             adopted; 
 
      Regulation on the Convening and Holding of the Meeting of the Board of 
 Directors of the Company as amended, and a draft redrafted said Regulation; 
 
         comparative table of amendments to be made to the Regulation on the 
       Convening and Holding of the Meeting of the Board of Directors of the 
         Company, with rationalization of the need to have the corresponding 
             regulations adopted; 
 
  Regulation for the Management Board as amended, and a draft redrafted said 
             Regulation; 
 
        comparative table of amendments to be made to the Regulation for the 
Management Board, with rationalization of the need to have the corresponding 
             resolutions adopted; 
 
Regulation on Remunerations and Compensations to the Members of the Internal 
      Audit Commission of the Company as amended, and a draft redrafted said 
             Regulation; 
 
             comparative table of amendments to be made to the Regulation on 
        Remunerations and Compensations to the Members of the Internal Audit 
     Commission of the Company, with rationalization of the need to have the 
             corresponding resolutions adopted; 
 
  explanation of potential consequences for the Company and its shareholders 
         in case of having adopted the amendments to the Company Articles of 
             Association and internal documents; 
 
information on the corporate activities that have the dividend rights of the 
shareholders impaired and (or) their shares diluted, details of the judicial 
    orders having established the episodes of the shareholders' use of ways, 
other than dividends and disposal value, to generate income at the Company's 
             expense; 
 
             internal auditing report; 
 
             draft resolutions of the Meeting, as to the agenda items. 
 
    Establish that the persons entitled to take part in the Meeting shall be 
     able to familiarize themselves with the information (materials) for the 
             Meeting within 20 days prior to the Meeting date, at: 
 
? 7 Malaya Dmitrovka Street, Moscow (on business days, from 10:00 to 
17:00, local time), tel.: 8-800-333-80-00, ext. 1969; 2204; 
 
? 23/10 Pravdy Street, Moscow, JSC VTB Registrar (on business days, from 
10:00 to 17:00, local time), tel.: 8 (800) 200-61-12 (toll-free call, if 
in Russia); 
 
? 43/1 Dubrovinskogo Street, Krasnoyarsk (on business days, from 10:00 to 
17:00, local time), tel.: 8-913-031-71-04; 
 
? on the Company's website: www.rushydro.ru [1], as well as in the 
Shareholder's Personal Account on the Registrar's website: 
http://www.vtbreg.ru, in the Quorum mobile application (for IOS and 
Android) developed by the Registrar, in the shareholder's online E-voting 
account: https://www.e-vote.ru/ru [2]. 
 
     Approve the form and wording of a Meeting notice (Schedule No. 3 to the 
             Minutes). 
 
  Post the Meeting notice on the Company's website www.rushydro.ru not later 
             than 21 days prior to the Meeting date. 
 
  Establish that both the Meeting notice and the information (materials) for 
   the Meeting shall be sent electronically (as electronic documents) to the 
        Company's Registrar in order to be later communicated to the persons 
         entitled to take part in the Meeting, as per the Russian Federation 
             legislation governing securities. 
 
      Approve the form and wording of a voting ballot for the Annual General 
            Meeting of Company Shareholders (Schedule No. 4 to the Minutes). 
 
         Establish that the Meeting agenda voting ballots shall be sent as a 
  registered letter or delivered against receipt to each person specified in 
       the Company register of shareholders and entitled to take part in the 
             Meeting not later than on September 09, 2020 (inclusive). 
 
   Should the Company register of shareholders contain an e-mail of a person 
    specified in the register of shareholders, a voting ballot shall be sent 
      additionally, as an electronic message, to the e-mail of such a person 
             specified in the Company register of shareholders. 
 
 Approve the wordings of the resolutions, as to the Meeting agenda items, to 
be sent electronically (as electronic documents) to the nominee shareholders 
    specified in the Company register of shareholders (Schedule No. 5 to the 
             Minutes). 
 
     Establish that the wordings of the resolutions as to the Meeting agenda 
     items, along with the voting ballots, shall be delivered to the Company 
  Registrar to be later sent electronically (as electronic documents) to the 
  nominee shareholders specified in the Company register of shareholders not 
             later than on September 09, 2020 (inclusive). 
 
       Establish that the filled-up voting ballots may be sent at the postal 
             address as follows: 
 
? POB 54, Moscow, 127137, JSC VTB Registrar. 
 
Establish the Internet sites where voting ballots may be remotely registered 
             and filled up, to be as follows: http://www.vtbreg.ru [3]; 
https://www.e-vote.ru/ru [2], and the Quorum mobile application (for IOS and 
             Android) developed by the Registrar. 
 
         Elect Natalia Gennadyevna Kovaleva as the Secretary of the Meeting. 
 
  Ensure, due to impossibility of arranging a video broadcasting, a range of 
  communications with shareholders, concerning the Annual General Meeting of 
          Shareholders and summarizing its results on the corporate website. 
 
          *the expression "materials for the Meeting" shall mean information 
 (materials) to be provided to persons entitled to participate in the annual 
        General Meeting of Company Shareholders on the results of 2019, when 
             preparing for the Meeting 
 
             About RusHydro 
 
 RusHydro Group is the leading producer of renewable energy in Russia. It is 
Russia's largest generating company and is the fourth in the world with over 
400 generating facilities. The Group's total electricity generation capacity 
             including Boguchanskaya HPP is 38 GW. 
 
             For more information: 
 
             Investor Relations Department 
 
             Tel. +7 (495) 122 0555 ext. 1304 
 
             ir@rushydro.ru 
 
      The information in this press release may contain projections or other 
  forward-looking statements regarding future events or the future financial 
     performance of RusHydro. You can identify forward looking statements by 
      terms such as "expect," "believe," "anticipate," "estimate," "intend," 
      "will," "could," "may" or "might," the negative of such terms or other 
  similar expressions. We wish to caution you that these statements are only 
    predictions and that actual events or results may differ materially from 
    these statements. We do not intend to update these statements to reflect 
  events and circumstances occurring after the date hereof or to reflect the 
     occurrence of unanticipated events. Many factors could cause the actual 
     results to differ materially from those contained in our projections or 

(MORE TO FOLLOW) Dow Jones Newswires

September 08, 2020 09:40 ET (13:40 GMT)

DJ PJSC RusHydro: Results of the Board of Directors -6-

forward-looking statements, including, among others, general economic 
 conditions, our competitive environment, risks associated with operating in 
 Russia, rapid technological and market change in our industries, as well as 
       many other risks specifically related to RusHydro and its operations. 
 
ISIN:           US7821834048, RU000A0JPKH7 
Category Code:  MSCM 
TIDM:           HYDR 
LEI Code:       2534005TJN9DX4YWVT97 
OAM Categories: 2.2. Inside information 
Sequence No.:   83734 
EQS News ID:    1128811 
 
End of Announcement EQS News Service 
 
 
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(END) Dow Jones Newswires

September 08, 2020 09:40 ET (13:40 GMT)

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