PJSC RusHydro: Results of the Board of Directors Meeting on June 21, 2019

Results of the Board of Directors Meeting on June 21, 2019

PJSC RusHydro (ticker symbol: MOEX, LSE: HYDR; OTCQX: RSHYY) announces that the Company's Board of Directors held a meeting in absentia on July 26, 2019.

Resolutions passed on Items of the agenda:

Item 1: Electing the Chairman of the Board of Directors of the Company.

Resolution adopted:

To elect Yuriy Petrovich Trutnev as Chairman of the Board of Directors of RusHydro.

Item 2: Electing the Deputy Chairman of the Board of Directors of the Company.

Resolution adopted:

To elect Nikolay Dmitriyevich Rogalev as Deputy Chairman of the Board of Directors of RusHydro.

Item 3: Forming the Committees under the Company's Board of Directors.

3.1. Forming the Audit Committee under the Company's Board of Directors.

Resolution adopted:

1. To elect the following persons to the Audit Committee under the Board of Directors of RusHydro:

2. To take into consideration information regarding whether all members of the Audit Committee under the Board of Directors of RusHydro have experience and knowledge in the field of preparation, analysis, assessment, and audit of accounting (financial) statements.

3. To elect Maksim Sergeevich Bystrov as the Chairman of the Audit Committee under the Board of Directors of RusHydro.

3.2. Forming the HR and Remuneration (Nominations) Committee under the Company's Board of Directors.

Resolution adopted:

1. To elect the following persons to the HR and Remuneration (Nominations) Committee under the Board of Directors of RusHydro:

2. To elect Vyacheslav Viktorovich Pivovarov as Chairman of the HR and Remuneration (Nominations) Committee under the Board of Directors of RusHydro.

3.3. Forming the Strategy Committee under the Board of Directors of the Company.

Resolution adopted:

1. To determine the size of the Strategy Committee under the Board of Directors: 12 persons.

2. To elect the following persons to the Strategy Committee under the Board of Directors of the Company:

3. To elect Igor Anatolyevich Zadvornov as Chairman of the Strategy Committee under the Board of Directors of RusHydro.

4. To ensure that the Company concludes confidentiality agreements with the members of the Strategy Committee under the Board of Directors who are not classified as Company insiders under the legislation of the Russian Federation, as per the form established in the Company's internal documents.

3.4. Forming the Investment Committee under the Board of Directors of the Company.

Resolution adopted:

1. To determine the size of the Investment Committee under the Board of Directors: 13 persons.

2. To elect the following persons to the Investment Committee under the Board of Directors of  RusHydro:

3. To elect Lev Vladimirovich Kuznetsov as the Chairman of the Investment Committee under the Board of Directors of RusHydro.

4. To ensure that the Company concludes confidentiality agreements with the members of the Investment Committee under the Board of Directors who are not classified as Company insiders under the legislation of the Russian Federation, as per the form established in the Company's internal documents.

3.5. Forming the Committee for Far East Energy Development under the Board of Directors of the Company.

Resolution adopted:

1. To elect the following persons to the Committee for Far East Energy Development under the Board of Directors of the Company:

2. To elect Yuriy Petrovich Trutnev as Chairman of the Committee for Far East Energy Development under the Board of Directors of RusHydro.

3. To ensure that the Company concludes confidentiality agreements with the members of the Committee for Far East Energy Development under the Board of Directors who are not classified as Company insiders under the legislation of the Russian Federation, as per the form established in the Company's internal documents.

3.6. Forming the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company.

Resolution adopted:

1. To determine the size of the Reliability, Energy Efficiency, and Innovations Committee under the Board of Directors: 9 persons.
2. To elect the following persons to the Reliability, Energy Efficiency, and Innovations Committee under the Board of Directors of the Company:

3. To elect Nikolay Dmitriyevich Rogalev as Chairman of the Reliability, Energy Efficiency, and Innovations Committee under the Board of Directors of RusHydro.

4. To ensure that the Company concludes confidentiality agreements with the members of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors who are not classified as Company insiders under the legislation of the Russian Federation, as per the form established in the Company's internal documents.

5. To recognize the appropriateness of the composition of the committees to the objectives of the Board of Directors and the goals of Company activities and the absence of the need to set up new committees.

Item 4: Approving the Program of Works of the Board of Directors of RusHydro for H2 2019.

Resolution adopted:

To approve the Program of Works of the Board of Directors of RusHydro for H2 2019 (Schedule No. 1 hereto).

Item 5: Determining the position of RusHydro (RusHydro's representatives) in the management bodies of its subsidiaries.

Resolution adopted: Confidential.

Item 6: Recognizing a member of the Board of Directors of the Company as independent.

Resolution adopted:

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

To take into account information on the results of evaluation of the conformance of Maksim Sergeyevich Bystrov, member of the Board of Directors, to the independence criteria established in Appendix 4 to the Listing Rules of Moscow Exchange.

There is no affiliation between M. S. Bystrov and the Company, competitors or the state.

M. S. Bystrov has formal criteria of affiliation with:

- the Company's significant counterparties-ATS JSC, SO UES JSC, FSC JSC, ANO Market Council Training Center*, Karachayevo-Cherkesskenergo JSC, and Kabbalkenergo JSC**, as the amount of liabilities under 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;

- the Company's major shareholder, the Russian Federation***,
as M. S. Bystrov is a member of the Board of Directors in more than two organizations controlled by the Russian Federation, i.e. Rosseti PJSC, SO UES JSC, and RusHydro.

To note that the connection between Maksim Bystrov and the significant counterparties of the Company-ATS JSC, SO UES JSC, FSC JSC, ANO Market Council Training Center, Karachayevo-Cherkesskenergo JSC, and Kabbalkenergo JSC-is formal in nature and does not affect Mr. 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:

- In accordance with Order of the Government of the Russian Federation (hereinafter, "RF Government") No. 607-r dated March 30, 2019, M. S. Bystrov has been nominated by the Russian Federation as an independent director;
therefore,
M. S. Bystrov has no obligation to vote according to the directives of the Government of the Russian Federation (Clause 16 of Regulation of the RF Government No. 738 dated December 3, 2004);

•     ATS JSC**** (Joint-Stock Company Administrator of the Trade System of the Wholesale Electricity Market) is a commercial operator of the wholesale electricity and capacity market (the "wholesale market") and renders services to the Company for organizing electricity and capacity trading in the wholesale market 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 ATS JSC 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");
•     SO UES JSC (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 SO UES JSC 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").
•     FSC JSC (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 RF Government No. 1172 dated December 27, 2010.

Commercial relations between the Company and FSC JSC 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 FSC JSC (for all counterparties) is approved by the Supervisory Board of NP Market Council Association.

- ANO Market Council Training Center, a company organized under NP Market Council Association, an infrastructure company for trading at wholesale and retail electricity and capacity market, renders services to the Company for the education and training of specialists in organizing an efficient system of wholesale and retail electricity and capacity trading.

Considering that the wholesale market regulations adopted by the Supervisory Board of NP Market Council Association 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 ANO Market Council Training Center. The training contracts between the Company and ANO Market Council Training Center are concluded on market conditions;

- Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC are the only last-resort electricity providers in their territory, which purchase energy resources in the wholesale market and sell them to any consumer that approaches them by entering into public agreements with them. Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC sell electricity to the Company under contracts for administrative and business needs. Payment for goods is effected at a price and/or in accordance with the procedure for determining the price established in accordance with the provisions of federal laws and other statutory acts in force at the moment of payment, as well as acts of the competent agencies in the field of state regulation of tariffs.

Mr. Bystrov's track record in the Company's Board of Directors proves his ability to make independent, unbiased, and conscientious judgments, as Mr. Bystrov's stand on agenda items of meetings of the Board of Directors and committees under the Board of Directors is based on his expertise and experience and is autonomous and independent, and the decisions made by Mr. Bystrov allow one to draw the conclusion that his formal affiliation with significant counterparties, a major shareholder of the Company and the state does not influence his decision making, as Mr. Bystrov acts in the interests of the Company and all its shareholders.

Based on Clause 2 of Section 2.18 of Schedule No. 2 and on Schedule No. 4 to the Listing Rules of Moscow Exchange, to recognize Maksim Sergeevich Bystrov as an independent director.

* M. S. Bystrov is a member of the Board of Directors of SO UES JSC, the Chairman of the Management Board and a member of the Board of Directors of ATS JSC, and the Chairman of the Management Board and a member of the Supervisory Board of NP Market Council Association. FSC JSC (through ATS JSC) and ANO Market Council Training Center are controlled by the organizations of NP Market Council Association.

** Karachayevo-Cherkesskenergo JSC and Kabbalkenergo JSC are entities controlled by Rosseti PJSC, of whose Board of Directors M. S. Bystrov is a member.

*** 60.6% of RusHydro's ordinary shares belong to the Russian Federation, represented by the Federal Agency for State Property Management; 13.3% of RusHydro's ordinary shares belong to VTB Bank (PJSC), which is also controlled by the Russian Federation.

**** By decision of the Supervisory Board of NP Market Council Association (formerly known as "NP ATS") dated November 30, 2007, since April 1, 2008, ATS JSC 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.

About RusHydro

RusHydro Group is one of Russia's largest generating companies. RusHydro is the leading producer of renewable energy in Russia with over 400 generating facilities in Russia and abroad. The company also manages a number of R&D, engineering and electricity retail companies. Group's thermal assets are operated by subsidiary - RAO Energy System of East in the Far East of Russia. Total electricity generation capacity of the Group is 39.4 GW, heat capacity - 18.5 thousand GCal/h.

Russian Federation owns 60.56% in RusHydro, the rest is held by other institutional and individual shareholders (over 360,000). The company's stock is traded on Moscow Exchange (MOEX), and included in MSCI EM и MSCI Russia indexes. Company's GDRs in the IOB section of LSE, ADRs - in OTCQX.

For more information:

Investor Relations Department

Tel. +7 (800) 333 8000 ext. 1607, 1319, 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 PJSC "RusHydro" ("RusHydro"). One can identify forward-looking statements by terms such as "expect", "believe", "anticipate", "plan", "aim", "target", "forecast", "project", "should", "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 forward-looking statements, including, among others, general economic and political conditions, our competitive environment, risks associated with operating in Russia and rapid technological and market changes in our industries, as well as many other risks specifically related to RusHydro and its operations.