//CORPORATE GOVERNANCE

NIKOLAY PODGUZOV Born in 1974 Positions held in collective governing bodies: Education, academic degree, Non-Executive Director ↗↗ member of the Supervisory Board at academic rank: VTB Bank Representative of St. Petersburg State Institute of the Russian Federation ↗↗ member of the Supervisory Board at Technology Post Bank State Institute of International ↗↗ member of the Board of Directors at Relations (University) under the Ministry of Foreign Affairs ↗↗ member of the Board of Directors at the Deposit Insurance Agency Experience over the last 5 years:

↗↗ 2017–present: Chief Executive Officer at the Russian Post

↗↗ 2013–2017: Deputy Minister of Economic Development of the Russian Federation

Additional information Board of Directors’ report on the members of the Board of Directors In 2018, the Board of Directors held 18 meetings, including seven meetings As at December 31, 2018, the directors For more information on the members in person, and considered 169 matters. of the Board of Directors, see section held (directly or indirectly) no 5.2.1 of the Company’s quarterly In 2018, the attendance at meetings shares of the Company or shares/ report for Q4 2018 on the Company’s of the Board of Directors stood at 90% stakes Company’s subsidiaries. In the website at: www.rushydro.ru of all meetings held during the year. reporting year, members of the Board of Directors did not buy or sell the Attendance in 2018 by director Company’s shares. Full name Meetings Attendance, % attended/total No loans were issued by the Company or RusHydro Group to any members of Artem Avetisyan 13/18 72 the Board of Directors. Maxim Bystrov 17/18 94 Pavel Grachev 18/18 100 Duties of officials representing Sergey Ivanov 17/18 94 the Russian Federation are set forth in Resolution No. 738 of the Russian Vyacheslav Kravchenko 15/18 83 Government dated December 3, 2004. Vyacheslav Pivovarov 15/18 83 Mikhail Rasstrigin (starting June 27, 2018) 7/8 88 The independence of the members Nikolay Rogalev 18/18 100 of the Board of Directors is defined in line with the independence Yury Trutnev 17/18 94 criteria of the and Pavel Livinsky (starting June 27, 2018) 8/8 100 the Corporate Governance Code Sergey Shishin 17/18 94 recommended by the Bank of Russia. Andrey Shishkin 16/18 89 As at the date of appointment Nikolay Shulginov 18/18 100 and during 2018, no conflicts of Alexei Chekunkov 10/10 100 interest (including participation in (member until June 27, 2018) the governing bodies of the Company’s Nikolay Podguzov 5/10 50 competitors) of any member of (member until June 27, 2018) the Board of Directors was reported.

170 In presentia In person PJSC RusHydro | Annual Report 2018

Number of Board of Directors Breakdown of items considered meetings by the Board of Directors, % matters 12 11 169 10 were considered by the Board of Directors in 2018

In 2018, in addition resolutions on the convocation of the Annual General 1 1 18 Meeting of Shareholders, approval of In presentia transactions, including related-party In person translations, development of a transparent procurement management framework, enhancement of the control and audit system and subsidiary management Corporate governance 343 Business planning and investments 136 matters, the Board of Directors made Performance management and KPI 101 a number of other important decisions Strategy and strategic transactions 101 See the minutes of the previous Subsidiary management 47 related to the Company’s development Board of Directors meetings here: Transactions 42 (see the key matters reviewed by www.rushydro.ru Other 23 the Board in 2018 in the table below).

Key agenda items reviewed by the Board of Directors in the reporting year Item Decision Growth of the Company’s value for the state, shareholders, communities and its employees Approval of the changes to the Group’s Long- Adjustments to the Long-term Development Program provide for additional measures term Development Program for 2018–2022 to upgrade the thermal power infrastructure in the Far Eastern Federal District, improve the environmental management system, roll out intelligent systems and digital technology, and enhance the staffing system Approval of the updated import substitution Developed a set of measures aimed at scheduled step-by-step substitution roadmap for the period up to 2025 of imported products with those of Russian origin having similar specifications and usability Approval of RusHydro’s Policy on Rotation The Policy on Rotation of Auditors governs the auditor selection procedure of Auditors and the rules for altering the composition of the audit team Approval of the termination of RusHydro and Approved the sale of 5,131,669,622 shares of PJSC Inter RAO UES (4.915% its subsidiaries’ participation in the authorized of the authorized capital) to JSC Inter RAO Capital at the price of capital of PJSC Inter RAO UES RUB 3.3463 per share Dividends for 2017 The Board recommends paying out dividends in the amount of RUB 0.0263335 per share, or 50% of the IFRS net profit for 2017

Stable development of the Company Approval of RusHydro’s Business Plan for 2019 The Group’s investment program for 2019–2023 provides for an estimated and RusHydro Group’s Consolidated Business RUB 382.9 bn to be spent on commissioning around 1.4 GW of new power capacity, Plan for 2019–2023, including the consolidated 565 Gcal/h of heat capacity, as well as on building and refurbishing more than investment program 130 km of heat and 7,600 km of electric power supply networks

Approval of RusHydro Group’s New Set new KPIs, including those seeking to increase the installed capacity of low- Environmental Policy through 2025 carbon generation, reduce direct and per unit greenhouse gas emissions, and prevent species elimination

Development of the Far Eastern energy sector Review of the Long-term Program Key projects under the Program include the construction of Artyomovskaya for Replacement of Retired Capacities and TPP-2, Khabarovskaya TPP-4, the second stage of Yakutskaya GRES-2, Power System Development in the Far East a TPP in Pevek, the upgrade of Vladivostokskaya TPP-2 and Komsomolskaya TPP-2, and commissioning of the fourth hydropower unit of Ust-Srednekanskaya HPP Approval of the contributions to The construction of high-voltage power lines in Chukotka due to JSC Chukotenergo’s authorized capital for the decommissioning of the power units at Bilibino NPP, which has reached the end the implementation of the initial construction of its service life. Financing is expected to be provided in the amount of RUB 13 bn stage of two 110 kV high-voltage power lines from the federal budget and RUB 6.3 bn from the Company’s funds Pevek – Bilibino

171