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;

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. 4. To establish that the persons entitled to take part in the Meeting shall be able to familiarize themselves with the

information (materials) for the Meeting 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, 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. 5. To establish the Internet sites where voting ballots may be remotely registered and filled up, to be as follows:

http://www.vtbreg.ru; https://www.e-vote.ru/ru, and the Quorum mobile application (for IOS and Android) developed

by the Registrar. 6. To elect Evgeniya Stepanovna Brusenina as the Secretary of the Meeting. 7. To ensure a range of communications with shareholders, concerning the Annual General Meeting of Shareholders and

summarizing its results on the corporate website.

5.2. On Recognizing Candidates to the Company Board of Directors as Independent.

Adopted Resolution: 1. Pursuant to the recommendations of the HR and Remunerations (Nominations) Committee under the Board

of Directors of the Company (Minutes No. 111), the information be taken into consideration on the results of

assessment of the Board candidates' (members') compliance with the independence criteria provided for in Appendix 4

to the Moscow Exchange Listing Rules* (hereinafter, "the Listing Rules"). 2. In accordance with Clause 2 of Section 2.18, Appendix 2, and Appendix 4 to the Listing Rules, be

recognized:

1. Pavel Sergeevich Grachev as an independent candidate to the Board of Directors of the Company to be

elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of

relatedness, on the grounds specified in Schedule 2 to the Minutes.

2. Maksim Sergeevich Bystrov as Independent Director and an independent candidate to the Board of Directors

of the Company to be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of

nominal criteria of relatedness, on the grounds specified in Schedule 3 to the Minutes.

3. 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 2021, despite the presence of nominal criteria of

relatedness, on the grounds specified in Schedule 4 to the Minutes.

4. Aleksandr Viktorovich Shevchuk as an independent candidate to the Board of Directors of the Company to

be elected at the Annual General Meeting of Shareholders in 2021, despite the presence of nominal criteria of

relatedness, on the grounds specified in Schedule 5 to the Minutes.

*Approved by resolution of the Supervisory Board of Moscow Exchange on March 3, 2021 (Minutes No. 20)

Schedule 2 to the Minutes

Having assessed the compliance of P. S. Grachev, a member of the Board of Directors of the Company, as an independent candidate to the Board of Directors of the Company to be elected at the Annual General Meeting of Shareholders in 2021, with the criteria for determining the independency of the Board of Directors members, as envisaged by Appendix 4 to the Listing Rules, the HR and Remunerations (Nominations) Committee (Minutes No. _111 dated May 21, 2021) established that P. S. Grachev is not a party related to: ? the Company; ? any substantial Company shareholder; ? Company competitors; ? the state (the Russian Federation, a Russian Federation constituent entity), or any municipal entity.

Based on the results of the assessment, the criteria of P. S. Grachev's relatedness to the Company's substantial counterparty - PJSC FGC UES*, were revealed due to the Company's contractual relations in the field of technological connection of the Company's generating facilities to PJSC FGC UES power grids and due to the contractual relations in the field of electric capacity sales by the Company. Therewith, the amount of liabilities under contracts between the Company and PJSC FGC UES exceeds 2% of revenues according to the consolidated financial statements of each party, prepared under IFRS for the preceding fiscal year.

The HR and Remunerations (Nominations) Committee under the Board of Directors of the Company established that the existing relatedness to the substantial counterparty is of nominal nature, and recommended the Board of Directors of the Company to recognize P. S. Grachev as an Independent Director. The above relatedness cannot affect P. S. Grachev's 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 its shareholders due to the reasons as follows: 1. Pursuant to Order No. 785-r dated March 30, 2021 of the Government of the Russian Federation

(hereinafter, the Russian Government), P. S. Grachev was nominated, by the Russian Federation, to the Company Board

Members as an Independent Director, thereby there is no duty for P. S. Grachev to vote in pursuance of the Russian

Government directives, if elected into the Board of Directors in 2021 (Clause 16 of Resolution No. 738 of the

Government of the Russian Federation dated December 3, 2004); 2. PJSC FGC UES is an organization for managing the unified national (all-Russian) power grid under

Article 8 of the Federal Law "On Electric Power Industry" and provides services for the transmission of electricity

under conditions of natural monopoly. As a participant in the wholesale electricity and capacity market, the

Company sells electricity and capacity as produced, which requires that the Company's generating facilities be

connected to the PJSC FGC UES power grids. The connection to the power grids is performed by entering into

contracts with PJSC FGC UES in accordance with the procedure and on terms specified by the Government of the

Russian Federation, and at prices determined in accordance with acts of the Government of the Russian Federation.

In addition, obligations under similar contracts concluded with PJSC FGC UES may be transferred to the Company

through accepting obligations from RusHydro's controlled entities, assumed under such previously concluded

contracts, by means of intragroup transactions for the transfer of industrial assets to the Company from its

controlled entities, as concluded in the course of ordinary business activities.

Considering the above, P. S. Grachev has no opportunity to influence any terms of the technological connection contracts between the Company and PJSC FGC UES. 3. The Company is an entity of the wholesale electricity and capacity market (WECM) and a party to the

Contract for Joining the Wholesale Market Trading System (hereinafter referred to as the "Joining Contract"). The

Company concludes contracts in accordance with WECM Rules and WECM Regulations, which are appendices to the Joining

Contract. Joining Contract terms and conditions are binding on the parties when they participate in relations on

the wholesale electricity and capacity market (WECM).

The Company and PJSC FGC UES, in accordance with Sub-Clause 4 of Clause 4 of WECM Rules, have entered into agreements for the supply of capacity at free prices based on results of competitive capacity takeoff (hereinafter, "CCT Agreements"), where the Company acts as a capacity supplier.

Prices under the CCT agreements are determined in the course of / on the basis of competitive procedures (competitive selection) conducted in accordance with WECM Rules and Joining Contract provisions.

Considering the above, P. S. Grachev has no opportunity to influence any terms of CCT agreements between the Company and PJSC FGC UES.

Throughout his period of being a member of the Board of Directors, P. S. Grachev has been involved actively in activities of the Board of Directors of the Company - he has been participating in the absolute majority of meetings held by the Board of Directors and Committees under the Board of Directors of the Company (including those of the Board of Directors, Audit Committee, HR and Remunerations (Nominations) Committee, Strategy Committee, and Far East Power Industry Development Committee, as held since the early 2020).

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