June 29, 2016. Moscow, Russia. PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announcesthe results of the Annual General Meeting of shareholders (AGM) held on June 27, 2016, in Moscow. 

Key highlights:

-  AGM approved dividend  payment in the amount of RUB 0.038863 per share or RUB 15 billion in total;

-  AGM elected 13 members of the Board of Directors;

-  AGM elected 5 members to the Company’s Audit Commission

-  AGM approved amendments to the Articles of Association and other Regulations;

-  AGM approved interested party transactions between PJSC RusHydro and VTB Bank PJSC.

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The AGM approved the Company’s 2015 Annual Report and annual accounting statements.

The AGM approved the following distribution of profit for 2015 (in RUB):

The AGM resolved to pay dividends for 2015 in the amount of RUB 0.038863^[1] per share. Total amount of dividends exceeds RUB 15 bn, which is 2.5x higher than dividends paid for 2014, and is the record high for the Company.

The dividend record date is July 8, 2016.

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The AGM resolved to pay remuneration to the members of the Board of Directors based on their performance from June 26, 2015 to June 27, 2016 in the amount and under the procedure set in the Regulations on remuneration to members of the Board of Directors of RusHydro, and approved a new version of the Regulations.

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The AGM elected 13 members to the Board of Directors:

• Yuri Trutnev,Deputy Chairman of the Government of the Russian Federation — Plenipotentiary Representative of the President in the Far Eastern Federal District;

• Artem Avetisyan, New business division, Agency for Strategic Initiatives for New Projects Promotion;

• Maxim Bystrov, Chairman of the Management Board, JSC ATS, NP Market Council;

• Pavel Grachev, CEO, PJSC Polyus Gold;

• Sergei Ivanov, General Director, Russian Energy Company (ERCO);

• Vyacheslav Kravchenko, Deputy Minister of Energy of the Russian Federation;

• Vyacheslav Pivovarov, President, Altera Capital;

• Nikolay Podguzov,Deputy Minister for Economic Development of the Russian Federation;

• Nikolai Rogalev, Rector, MPEI, Federal Research University;

• Alexei Chekunkov, General Director , Far East Development Fund;

• Sergey Shishin, Senior Vice-President, VTB Bank (PJSC);

• Andrei Shishkin, Vice-President for Energy and Localization, PJSC Rosneft;

• Nikolai Shulginov,Chairman of the Management Board — Director General of PJSC RusHydro.

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The AGM elected 5 members to the Company’s Audit Commission:

• Natalya Annikova, First Deputy General Director for Finance and Economics of JSC Construction Department No. 308.

• Alexander Bogashov, Head of department, Ministry of Energy of Russia;

• Denis Kant Mandal, Deputy Head of Department at the Federal Property Management Agency;

• Igor Repin, Deputy Executive Director, Investor protection association;

• Vladimir Khvorov, Senior Expert of department at the Ministry of Economic Development of Russia.

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The AGM approved the appointment of JSC PriceWaterhouseCoopers Audit as the Company’s auditor for 2016.

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The AGM approved the amended Articles of Association of RusHydro.  

The AGM approved the new versions of the following internal documents:

• Regulations on remuneration and reimbursement to members of the Board of Directors;

• Regulations on procedure for convening and holding the general meeting of shareholders;

• Regulations on procedure for convening and holding meetings of the Board of Directors;

• Regulations on the Audit Commission;

• Regulations on remuneration and reimbursement to members of the Audit Commission.
  

The requirement to amend these documents arises from changes in the legislation, changes in the Civil Code of the Russian Federation; gradual introduction of the corporate governance Code of PJSC RusHydro and adoption of amended version of the Company’s Articles of Association.

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The AGM approved the liability and financial risk insurance agreement for Directors, Officers and Companies between RusHydro and OJSC SOGAZ, qualified as an interested party transaction. 

The subject of the agreement is Directors and Officers liability (D&O) insurance that protects the company, its subsidiaries and managers from claims which may arise from the decisions and actions taken within the scope of their regular duties. 

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The AGM approved interested party transactions between PJSC RusHydro and VTB Bank PJSC and set a formula to determine the price limit of the agreements.

These agreements will allow RusHydro to secure credit facilities in the shortest period on the best possible terms in case the Company requires credit resources and provided that VTB Bank offers the most favorable financing. The raised funds might be used to finance operating and/or investment activities of the Company, as well as to purchase foreign currency to make payments to foreign contractors and hedge foreign exchange risks resulting from transactions in foreign currencies.

[1] In accordance with the government’s decree, dividends must be paid in amount of 50% of the Company’s highest profit (under Russian accounting standards (RAS) or International Financial Reporting Standards (IFRS)). RusHydro’s 2015 net profit under RAS in the amount of RUB 30 bn was higher than net profit under IFRS in the amount of RUB 27.2 bn.