Energia s. P. Korolev Rocket and Space Corporation Energia

Information about conducting General Shareholders’ Meeting

In 2014 the following General Shareholders’ Meetings were held: annual General Shareholders’ Meeting of RSC Energia arranged on July 12.07.2014 with attendance of all shareholders (Minutes №26 of 15.07.2014) and a possibility to vote ahead of the meeting by ballots and extraordinary General Shareholders’ Meeting which was called on September 20, 2014 as absentee voting (Minutes №27 of 20.09.2014 г.).

The following resolutions were passed at the annual General Shareholders’ Meeting:

• 
  Annual report and bookkeeping reporting of the Corporation for 2013 were approved.
  
• 
  Corporation Board of Directors and Auditing Committee members were elected.
  
• 
  Corporation auditor for 2014 was approved.
  
• 
  A number of the Corporation in – house documents were adopted.
  
• 
  Some interested – party transactions were approved.
  

No decision on the Corporation profit allocation, as well as size, dates and form of dividends payment by the 2013 performance was taken at the annual General Shareholders’ Meeting.

Appendix 4 to the Annual Report gives a detailed information about all the resolutions passed at the 12.07.2014 annual General Shareholders’ Meeting.

The following resolutions were passed at the extraordinary General Shareholders’ Meeting:

• 
  On early cessation of official powers of the Corporation President in force.
  
• 
  On election of the Corporation President.
  

Appendix 4 to the Annual Report gives a detailed information about all the resolutions passed at the 20.09.2014 extraordinary General Shareholders’ Meeting.

Information about the Corporation Board of Directors

Board of Directors conducts overall management of the Corporation activities in the Corporation and its shareholders interests in accordance with competence laid down in the Russian Federation legislation and RSC Energia Articles of Association.

The Board of Directors’ members are elected at General Shareholders Meeting via cumulative voting of 11 persons in number for a period till next annual General Shareholders’ Meeting.

Board of Directors’ meetings

In 2014, RSC Energia Board of Directors held 20 meetings, including 9 meetings of the Board of Directors elected on July 6, 2013 and 11 meetings of the Board of Directors elected on July 12, 2014.

At its meetings, the Board of Directors considered the issues associated with the following aspects of the Corporation activities:

• 
  Development of the Corporation strategy and business model.
  
• 
  Implementation of the Innovative Development Program.
  
• 
  Audit of financial and business activities of the Corporation and its subsidiary and affiliated companies.
  
• 
  Provision of the Corporation with financial resources.
  
• 
  Conduct of procurement activities.
  
• 
  Approval of in-house constituent documents.
  
• 
  Approval of interested-party transactions.
  

Appendix 4 to the Annual Report gives a detailed information about the resolutions passed at the Board of Directors’ meetings held in 2014.

Board of Directors Regulations

RSC Energia approved the Board of Directors Regulations at the annual General Shareholders’ Meeting held on July 12, 2014 (Minutes №26) which specified the Board of Directors’ working order.

RSC Energia Board of Directors membership during the accounting year

RSC Energia Board of Directors membership from 12.07.2014 up to now

1.	Anatoly Anatolievich Gavrilenko	General Director, ZAO Lider (Pension Fund Assets Management Company)
2.	Nikolai Ivanovich Zelenschikov	First Vice-President, First Deputy General Designer of RSC Energia (as on 31.12.2014)
3.	Andrei Nikolaevich Klepach	Deputy Chairman of Bank for Foreign Economic Affairs (Vnesheconombank)
4.	Igor Anatolievich Komarov	Head of Federal Space Agency, Chairman of Corporation Board of Directors
5.	Alexandr Alexandrovich Kuznetsov	Head Of Project Management Office of RSC Energia
6.	Vitaly Alexandrovich Lopota	Vice-President for Technological Development of OAO URSC (as on 31.12.2014)
7.	Andrei Sergeevich Nikitin	General Director, ANO Agency for Strategic Initiatives to Promote New Projects
8.	Sergei Alexandrovich Nikitin	Deputy General Director, Head of Corporate Control Department, ZAO Lider (Pension Fund Assets Management Company)
9.	Alexei Viktorovich Nuzhdov	Deputy General Director in charge of investments and coordination with ZAO Lider government bodies (Pension Fund Assets Management Company)
10.	Maxim Valerianovich Petrov	First Deputy General Director of OAO URSC
11.	Alexei Konstantinovich Ponomarev	Vice-President in charge of Industry and Government Bodies of Skolkov’s Institute for Science and Technologies

RSC Energia Board of Directors membership from 06.07.2013 г. till 12.07.2014*

1.	Svetlana Grigorievna Alyabieva	Head of Financial-Economic Department, Federal Space Agency (till January 2014)
2.	Sergei Alexandrovich Bushmakin	Vice-President, NPF GAZFOND
3.	Vladimir Konstantinovich Verbitsky	First Deputy Director, NP “Russian Institute of Directors”
4.	Anatoly Anatolievich Gavrilenko	General Director, ZAO Lider (Pension Fund Assets Management Company)
5.	Nikolai Ivanovich Zelenschikov	First Vice-President, First Deputy General Designer of RSC Energia
6.	Andrei Nikolaevich Klepach	Deputy Minster of Russian Federation Ministry of Economic Development
7.	Vitaly Alexandrovich Lopota	Corporation President, RSC Energia General Designer
8.	Andrei Sergeevich Nikitin	Deputy Director, ANO Agency for Strategic Initiatives to Promote New Projects
9.	Alexei Viktorovich Nuzhdov	Deputy General Director in charge of investments and coordination with ZAO Lider government bodies (Pension Fund Assets Management Company)
10.	Alexandr Fyodorovich Strekalov	General Director, ZAO ZEM RSC Energia (till 03.2014). since May 2014 he is Deputy General Designer of RSC Energia for technological development and production innovations
11.	Oleg Petrovich Frolov	First Deputy Head of Federal Space Agency

* Board of Directors’ members official positions are given as on 12.07.2014.

Background information about the persons who were the members of RSC Energia Board of Directors in 2014

Svetlana Grigorievna Alyabieva (till 12.07.2014)

Date of birth: 1981

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
From	till
2010	2011	Administrative staff of the Board of Directors Chairman, Joint-Stock Commercial Bank Express-Credit	Executive Director
2011	2011	RF Ministry of Defense	Deputy, Head of Department
2011	2011	FSUE TsENKI	Deputy Head of Economic Department
09.2011	01.2014	Federal Space Agency	Head of Financial Economic Department
01.2014		NA	NA

No Participating interest in the issuer Charter capital/no common shares in possession.

Sergei Alexandrovich Bushmakin

Date of birth: 1970

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
From	till
2005	up to now*	Non-Governmental Pension Fund (NPF) GAZFOND	Vice-President
2008	up to now*	NPF Gazprombank-Fond	President (as a sideline job)
2011	11.2014	OAO GAZ-Tek	Director (as a sideline job)

* Data as on the date of expiration of official powers in the Corporation Board of Directors – 12.07.2014.

No Participating interest in the issuer Charter capital / no common shares in possession

Vladimir Konstantinovich Verbitsky (up to 12.07.2014)

Date of birth: 1959

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
From	till
2003	up to now*	Non-Commercial Partnership “Russian Institute of Directors”	First Deputy Director
2006	2011	OOO IM - Consulting	General Director (as a sideline job)
2012	up to now*	OOO UTS TeknoNIKOL	General Director’s adviser (as a sideline job)

* Data as on the date of expiration of official powers in the Corporation Board of Directors – 12.07.2014.

No Participating interest in the Corporation Charter capital / no common shares in possession

Anatoly Anatolievich Gavrilenko

Date of birth: 1972

Education : higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jabs combined:

Period		Name of organization	Position
From	till
2004	up to now	ZAO Lider (Pension Fund Assets Management Company)		General Director

No Participating interest in the Corporation Charter capital / no common shares in possession

Nikolai Ivanovich Zelenschikov

Date of birth : 1941

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
From	till
02.2009	08.2012	RSC Energia		First Vice-President, First Deputy General Designer
10.2012	02.2015	RSC Energia		First Vice-President, First Deputy General Designer
02.2015		Discharged from office at his own request

Participating interest in the issuer Charter capital: 0,00089%

Person’s share in the issuer common stock ownership: 0,00089%

Andrei Nikolaevich Klepach

Date of birth: 1959

Education: higher, Candidate of Science (Economics)

Period		Name of organization	Position
From	till
2008	07.2014.	Russian Federation Ministry of Economic Development	Deputy Minister
2012	up to now	Moscow State University after M.V. Lomonosov	Holding the chair of macroecomonic regulation and planning, economic faculty
07.2014	up to now	Vnesheconombank	Deputy Chairman (Chief Economist), Vnesheconombank

No Participating interest in the Corporation Charter capital / no common shares in possession

Igor Anatolievich Komarov (since 12.07.2014) – the Chairman of the Board of Directors

Date of birth: 1964

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
From	Till
2009	2013	OAO AVTOVAZ	Executive Vice-President in charge of Strategy, Finance, Economics and Corporate Governance. Executive Vice-President, President
10.2013	01.2015	Federal Space Agency	Deputy Head
03.2014	01.2015	OAO United Rocket-Space Corporation	General Director, Chairman of the Management Board
01.2015	up to now	Federal Space Agency	Head of Federal Space Agency

No Participating interest in the Corporation Charter capital / no common shares in possession

Alexandr Alexandrovich Kuznetsov (since 12.07.2014)

Date of birth: 1960

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
From	Till
2006	2012	RSC Energia	Head of Directorate
2012	02.2015	RSC Energia	First Deputy General Designer, Head of Project Management Office
02.2015	up to now	RSC Energia	Head of Project Management Office

No Participating interest in the Corporation Charter capital / no common shares in possession

Vitaly Alexandrovich Lopota

Date of birth: 1950

Education: professional after graduating from institution of higher education; Doctor of Science (Engineering); RAS corresponding member, professor

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
from	till
11.1981	up to now	Saint-Petersburg State Polytechnical Institute	Professor, holding the chair (as a sideline job)
08.2007	12.2009	Government scientific institution “Central Research and Development Institute for Robotics and Engineering Cybernetics”	Director-Chief Designer (as a sideline job)
12.2009	01.2012	Government scientific institution “Central Research and Development Institute for Robotics and Engineering Cybernetics	Scientific adviser - General Designer (as a sideline job)
01.2012	up to now	Federal State Independent Scientific Institution “Central Research and Development Institute for Robotics and Engineering Cybernetics”	Scientific advisor - General Designer (as a sideline job)
10.2010	up to now	Federal State Budget Funded Establishment of Higher Professional Education “Moscow State Technical University after N.E. Bauman”	Holding the chair (as a sideline job)
07.2007	09.2014	RSC Energia	Corporation President, General Designer
09.2014	IV Q 2014	OAO United Rocket-Space Corporation	Vice-President for Technological Development

Participating interest in the issuer Charter capital: 0,00961%

Person’s share in the issuer common stock ownership: 0,00961%

Andrei Sergeevish Nikitin

Date of birth: 1979

Education: higher, Candidate of Science (Economics)

All positions taken by this person in the Corporation and other organizations over the last 5 years including jobs combined:

Period		Name of organization	Position
from	till
05.2009	08.2011	UK Ruskompozit	Managing Director, General Director
08.2011	Up to now	Independent non-commercial organization Agency of Strategic Initiatives to Promote New Projects	General Director

No Participating interest in the Corporation Charter capital / no common shares in possession

Sergei Alexandrovich Nikitin (since 12.07.2014)

Date of birth: 1968

Education: higher

All positions taken by this person in the Corporation and other organizations over the last 5 years including jobs combined:

Period		Name of organization	Position
from	till
02.2006	08.2011	Open Foreign Economic JSC “Tekhsnabexport”	Deputy General Director
09.2011	07.2012	ZAO Lider	General Director Adviser
07.2012	06.2013	ZAO Lider	Deputy General Director, Head of Project methodology, management and supervision Office
06.2013	up to now	ZAO Lider	Deputy General Designer, Head of Corporate Control Office

No Participating interest in the Corporation Charter capital / no common shares in possession

Alexei Viktorovich Nuzhdov

Date of birth: 1968

Education: higher education

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
from	till
12.2008	up to now	ZAO Lider (Pension Fund Assets Management Company)	Deputy General in charge of investments and interaction with government bodies
01.2009	up to now	NPF Gazfond	Head of Corporate Security Office (as a sideline job)

No Participating interest in the Corporation Charter capital / no common shares in possession

Maxim Valerianovich Petrov (since 12.07.2014)

Date of birth: 1976

Education: higher, Candidate of Science (Law)

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
from	till
02.2007	05.2010	OAO United Aircraft Building Corporation	Director of Law Department
06.2011	10.2013	ZAO Madeliks	Deputy General Director in charge of Law and Corporate Governance
10.2013	03.2014	OAO Research Institute for Space Instrument Making	Deputy General Director
03.2014	03.2015	Open joint-stock company United Rocket-Space Corporation	Deputy General Director in charge of Corporate Governance, Legal and Property Relations
03.2015	up to now	Open joint-stock company United Rocket-Space Corporation	First Deputy General Director in charge of Corporate Governance, Legal and Property Relations

No Participating interest in the issue Charter capital / no common shares in possession

Alexei Konstantinovich Ponomarev (since 12.07.2014)

Date of birth: 1959

Education: higher, Candidate of Science (Engineering)

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
from	till
2010	2012	Ministry of Russian Federation Education and Science	Deputy Minister
2012	up to now	Skolkov’s Institute for Science and Technologies	Vice President in charge of Industry and Government Bodies

No Participating interest in the issue Charter capital / no common shares in possession

Alexandr Fyodorovich Strekalov (since 12.07.2014)

Date of birth: 1948

Education: professional after graduating from institution of higher education, Candidate of Science (Engineering)

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
from	till
07.1999	03.2014	RSC Energia	First vice-President of the Corporation (as a sideline job)
07.2007	03.2014	ZAO ZEM RSC Energia	General Director
03.2014	05.2014	ZAO ZEM RSC Energia	Deputy General Director in charge of Strategy
05.2014	*	RSC Energia	Deputy General Designer of RSC Energia for Technological Development and Production Innovations

* Data as on the date of expiration of powers in the Corporation Board of Directors – 12.07.2014

No Participating interest in issuer Charter capital: 0.02527%

Person’s shore in the issuer common stock ownership: 0.02527%

Oleg Petrovich Frolov (till 12.07.2014)

Date of birth: 1962

Education: higher military-technical education, Doctor of Science (Warfare Sciences), professor

All positions taken by this person in the Corporation and other organizations over the last 5 years, including jobs combined:

Period		Name of organization	Position
from	till
2010	2012	Federal Agency of arms, military special equipment and material hardware deliveries	Deputy Head
2012	10.2013	Federal Space Agency	First Deputy Head
10.2013		NA	NA

No Participating interest in the issuer Charter capital / no common shares in possession

Regulations on ad hoc Committees at RSC Energia Board of Directors

The following ad hoc Committees are set up at the Board of Directors aimed at a thorough analysis of the problems falling within competence of the Board of Directors in strategic planning, internal control and audit, as well as staff and remuneration.

The Committees are advisory and consultative bodies ensuring efficient performance by the Board of Directors of their overall management functions within the Corporation. They operate based upon respective regulations.

• 
  Personnel and Remuneration Committee Provision (approved in a revised version by the Board of Directors on December 12, 2014, Minutes No. 10)
  
• 
  Audit Committee Provision (approved in a revised version by the Board of Directors on December 17, 2014, Minutes No. 12)
  
• 
  Strategic Planning, Modernization and Innovative Development Committee Provision (approved in a revised version by the Board of Directors on December 12, 2014, Minutes No. 10)
  

Meetings of the ad hoc Committees at the Board of Directors held in 2014

Appendix4 to the Annual Report gives a detailed information about the resolutions adopted at the meetings of ad hoc committees at the Board of Directors in 2014.

Provision on Remuneration of the Corporation Board of Directors members.

Annual General Shareholders’ Meeting held on July 6, 2013 approved the Provision on Remuneration and Compensations to be paid to RSC Energia Board of Directors members, according to which remuneration to the Board of Directors members shall be paid once a year by the results of accounting fiscal year based upon the resolution passed at General Shareholders’ Meeting as well as actual expenses incurred (with documentary confirmation) in connection with participation in the Board of Directors activities shall be compensated too (but not higher than the norms laid down).

Information about remuneration paid to the Board of Directors members in 2014

No resolution was passed by the annual General Shareholders’ Meeting held on July 12, 2014 concerning remuneration to be paid by the 2013 performance of the Corporation to the Board of Directors members.

At the annual General Shareholders’ Meeting held on January 14, 2015 (Minutes No 28 of 16.01.2015) it was resolved that RSC Energia’s profit earned by the 2013 performance should be distributed, with due regard for payment of remuneration to the Board of Directors:

Remuneration is to be paid to RSC Energia’s Board of Directors’ members by the Corporation performance in 2013 which totals 3 129,6 thousand rubles and is allocated as follows:

1. S.A. Bushmakin – 499,2 thousand rubles (Chairman of Personnel Committee and the member of the Audit Committee).

2. V.K. Verbitsky – 480,0 thousand rubles (Chairman of the Audit Committee).

3. A.A. Gavrilenko – 387,2 thousand rubles (the member of the Strategy Committee).

4. N.I. Zelenschikov – 400,0 thousand rubles.

5. A.S. Nikitin – 422,4 thousand rubles (the member of the Personnel and Strategy Committees).

6. A.V. Nuzhdov – 460,8 thousand rubles (the member of the Audit and Strategy Committees).

7. A.F. Strekalov – 480,0 thousand rubles (the member of the Personnel and Audit Committees).