Energia s. P. Korolev Rocket and Space Corporation Energia

08.04.2014 Meeting as absentee voting (Minutes No. 9 of 10.04.2014)

Items on the agenda	Resolutions passed
Election of Chairman for holding Board of Directors meeting at RSC Energia	To elect Andrei Nikolayevich Klepach a member of OAO RSC Energia Board of Directors as the Chairman of S.P.Korolev Rocket and Space Public Corporation Energia Board of Directors Meeting.
On introduction of amendments to the employment contract with the President of ОАО RSC Energia .	To approve the additional agreement to the employment contract with the President of ОАО RSC Energia. To charge the OAO RSC Energia Board of Directors member Andrei Nikolayevich Klepach with the task to sign an additional agreement No.1 to the employment contract with the President of ОАО RSC Energia.
On the Corporation procurement activity results for 2013, including the purchases/tenders in the field of financial services (consulting, audit, insurance coverage).	To approve the Report on the Corporation procurement activity results for 2013, including the purchases/tenders in the field of financial services (consulting, audit, insurance coverage).
Review of proposals to update/amend the redrafted Articles of Association of the Corporation.	No resolution is taken.
Review of draft internal documents regulating the activity of the Corporation bodies.	To approve the redrafted Provision on ОАО RSC Energia General Shareholders’ Meetings and submit it for approval at the General Shareholders’ Meeting. To approve the redrafted Provision on ОАО RSC Energia Board of Directors and submit it for approval at the General Shareholders’ Meeting. To approve the redrafted Provision on ОАО RSC Energia Board of Management and submit it for approval at the General Shareholders’ Meeting. To approve the redrafted Provision on ОАО RSC Energia Auditing Committee and submit it for approval at the General Shareholders’ Meeting.

29.04.2014 Meeting (Minutes No.10 of 06.05.2014)

Items on the agenda	Resolution passed
Election of the Chairman of the Board of Directors of ОАО RSC Energia .	To elect Andrei Nikolayevich Klepach a member of the Corporation Board of Directors, Deputy Minister for Economic Development as a chairperson of OAO RSC Energia Board of Directors.
On the Corporation performance in 2013:	To report on execution of the Corporation work program for 2013, including efficiency of measures to reduce costs of acquisition of goods (work, services) calculated per unit of output. To approve the Report on the Corporation Work Program implementation for 2013. To take into account that reduction in costs of goods (work, services) acquisition calculated per unit of output by the 2013 performance was 10,4%. Note that there was a failure to implement the approved investment fund by 23%. To advise the Corporation Board of management to study the organizational and financial issues on developing an advanced engine with Roscosmos. Corporation Annual Report for 2013. To approve (in advance) the Corporation Annual Report for 2013 and submit it for approval to annual General Shareholders’ Meeting of the Corporation. Annual financial statements for 2013. To take note of financial statements for 2013, including financial performance report, and submit the Corporation financial statements for 2013 to approval of annual General Shareholders’’ Meeting of the Corporation. To note the availability of the Corporation auditor's report and the availability of the Corporation auditing committee report for 2013, confirming the reliability of data contained in the annual financial statements and Annual report.
On possible appropriations of profit gained by the 2013 Corporation performance.	To put on the agenda of the Corporation Pre-annual Board of Directors meeting the item “Approval of Proposals for Annual General Shareholders’ Meeting on Profit Appropriations Procedure (Including Recommendations on Dividends Payment and Determination of Timing of their Payment) by the Fiscal Year Results”. In consideration of the above item, to advise taking into account the following proposals for profit appropriations, including payment of dividends by the 2013 performance, by fixing profit margin by the 2013 performance in the amount of 416 218 thousand rubles: - Direct for payment of dividends 106 754,7 thous. rubles (at the rate of 95 (ninety five) rubles per a common share), which makes up 25,65 % of the net profit volume. - Direct to Investment Fund 306 201,7 thous. rubles which comes to 73,57% of net profit volume. - Forward for payment of remuneration to the Board of Directors members and Auditing Committee members (who are not government officials) of 3 261,6 thous. rubles in 2013, which makes up 0,78% of the net profit volume. - Not to direct the allocations to the Corporation Reserve Fund, because its amount reached maximum size specified in the Corporation Articles of Association (Reserve Fund is set up in full).
On the Corporation Subsidiary and Affiliated Companies performance for 2013 (financial-economic standing).	To take note of information about the Corporation Subsidiary and affiliated Companies performance for 2013. To charge the Corporation management to: - submit for further consideration consolidated statements, including the analysis of the Subsidiary and Affiliated Companies activity results with regard to the business-model, as well as volumes of intragroup and external financial borrowing at the Corporation Board of Directors meeting within the Subsidiary and Affiliated Companies materials. - ensure the consideration of the program of ZAO PO Cosmos entry into breakeven activity, in light of unsatisfactory results of ZAO PO Cosmos performance for 2013 at the next Corporation Board of Directors meeting. - negotiate an issue on introduction of representatives of the minority stakeholders into ZAO PO Cosmos Board of Directors. - submit for consideration materials on justification of operating efficiency of ZAO «Teplo RSC Energia » and ZAO «Stankolizing» at the Corporation Board of Directors meeting having preliminary discussed them at the audit committee of the Corporation Board of Directors.
5. On the results of implementing Corporation Innovative Development Program for 2013; proposals to update the above Program	To approve the Corporation Innovative Development Program (IDP) Report on 2013 performance results. Call the Corporation Management attention to the need for updating IDP regarding the Corporation production program and approving such update by the Corporation Board of Directors. The Corporation Management to update proposals on IDP updating and submit with the draft Corporation Strategy for review at the meeting of the Strategic Planning, Upgrading and Innovative Development Committee of the Board of Directors in May 2014 for further review at the Corporation Board of Directors.
6. On the results of performance of the Working Group established by resolution of the Corporation Board of Directors of November 11, 2013 (Minutes No.3), to analyze the Corporation procurement activity.	To take note of the Working Group report. To advise the Corporation Management to take into account the Working Group conclusions in work on improving the procurement activity. By September 30, 2014 develop amendments/supplements to the appropriate documents regulating the Corporation procurement activity.
7. On proposals on amendments/supplements to the redrafted Corporation Articles of Association.	To approve the redrafted Corporation Articles of Association regarding the voting, and submit it for review at the General Shareholders’ Meeting of the Corporation.
8. On incorporation of the shareholders’ representatives, including « minority» ones in ZAO Energia-Telecom Board of Directors.	No resolution on this issue is taken.
9. On the sole executive body ZAO ZEM RSC Energia.	Take note of information about the election of S.Yu. Romanov as General Director of ZAO ZEM RSC Energia. Note that an issue (paras.47 and 1, Article 28, draft Articles of Association) of coordination of nominees proposed by the Corporation management to be elected as a sole executive body, to the Board of Directors and auditing committees on IDP is proposed to be added to the authority of the Board of Directors to the redrafted Corporation Articles of Association.

23.05.2014 Meeting as absentee voting (Minutes No.11 of 23.05.2014)

Items on the agenda	Resolutions passed
On calling of ОАО RSC Energia annual General Shareholders’ Meeting.	To call the annual General Shareholder’s meeting of the Corporation on July 12, 2014 at 11 o’clock (registration begins at 9 o’clock) in the conference hall of the Corporation on the 3^rd floor of building 67 in the form of joint attendance of the shareholders to discuss the items on the agenda and take resolution on the issues put to the vote, with voting ballots preliminary forwarded (hand delivered) to the shareholders before holding the annual General Shareholders’ Meeting.
On deciding on the date of making a list of persons entitles to participate in the annual General Shareholders’ Meeting of the Corporation..	Decide on the date of making a list of persons entitled to participate in the annual General Shareholders’ Meeting of the Corporation – June 3, 2014.
Recommendations for deciding on the date of making a list of persons entitled to receive dividends	Recommend to the annual General Shareholders’ Meeting to establish the date of making a list of persons entitled to receive dividends – July 31, 2014 года.
Approval of the agenda of the Corporation annual General Shareholders’ Meeting.	To approve the following Agenda of the Corporation annual General Shareholders’ Meeting: 1.  Approval of the Corporation Annual Report for 2013. 2.  Approval of annual Financial Statements for 2013, including Profit and Loss Statement of the Corporation 3.  Approval of the Corporation profit appropriations by the 2013 performance. 4.  On dividends size, dates, form of payment by the 2013 performance and establishing a date at which persons entitled to receive dividends are defined. 5.  On payment of remuneration for work within the Board of Directors to the Board of Directors’ members – nongovernment officials to the extent established in the Corporation in-house documents. 6.  On payment of remuneration for work within the Auditing Committee to the Auditing Committee members nongovernment officials to the extent established in the Corporation in-house documents. 7.  Approval of the Corporation auditor for 2014. 8.   Election of the Corporation Board of Directors members. 9.   Election of the Corporation Auditing Committee members. 10. Approval of the restated Articles of Association of the Corporation. 11. Approval of the redrafted Provision on general shareholders’ meetings of the Corporation. 12. Approval of the redrafted Provision on the Board of Directors of the Corporation. 13. Approval of the redrafted Provision on the Board of Management of the Corporation. 14. Approval of the redrafted Provision on the Auditing Committee of the Corporation. 15. Taking decision on approval of the interested-party transactions between the Corporation and ZAO ZEM RSC Energia which can be effected in future within the period till next annual General Shareholders’ Meeting in the course of the Corporation routine business activity. 16. Taking decision on approval of the interested-party transactions between the Corporation and Federal state independent scientific institution «Central Research and Development Institute for Robotics and Engineering Cybernetics» which can be effected in future in the course of the Corporation routine business activity.
Approval of a list of information (materials) to be submitted to shareholders in preparation for the annual General Shareholders’ Meeting of the Corporation, and its submission procedure.	To approve a list of information (materials) to be submitted to the shareholders in preparation of the annual general shareholders’ Meeting of the Corporation. To approve a procedure of submitting information (materials) to the Corporation shareholders before the annual General Shareholders’ Meeting of the Corporation.
Approval of the Information leaflets and Ballot form and text to vote on the Agenda items of the annual General Shareholders’ Meeting of the Corporation.	To approve the form and the text of: Information leaflets for distribution (handing over) among the shareholders along with the ballots to vote on the Agenda items of the annual General Shareholders’ Meeting of the Corporation; Ballots Nos 1-4 for voting on the Agenda Items of the annual General Shareholders’ Meeting of the Corporation.
Proposals for annual General Shareholders’ Meeting concerning the procedure for profit appropriations (including the recommendations to pay dividends and establish their payment procedure.	To approve the proposals for the annual General Shareholders’ Meeting on net profit appropriations in the amount of 416 218 thous. rubles. 1. To direct 106 754,7 thous. rubles for dividends payment, which comes to 25,65 % of the net profit volume. To approve the following dividend size, dates and method of payment: - pay annual dividends by the Corporation performance in 2013 in monetary form in the amount of 95 (ninety five) rubles per common share; - fix a due date for dividends payment to nominee holders and trustees being sophisticated securities market participants, which are registered in the shareholder register of the Corporation - August 14, 2014 (tenth working day from the date of making the list of persons entitled to receive dividends) - fix a due date for dividends payment to other shareholders of the Corporation registered in the shareholder register of the Corporation - September 4, 2014 (twenty fifth working day from the date of making the list of persons entitled to receive dividends). 2. To direct 306 201,7 thous. rubles to the Investment Fund, which amounts to 73,57 % of the net profit volume. 3. To forward 3 261,6 thous. rubles for remuneration payment to the Board of Directors and Auditing Committee members by their performance in 2013, which comes to 0,78 % of the net profit volume. 4. Not to direct allocations to the Corporation Reserve Fund, because its amount reached its maximum specified in the Corporation Articles of Association (Reserve Fund is set up in full).
Recommendations to the annual General Shareholders’ Meeting concerning the remuneration payment to the Board of Directors and Auditing Committee members established according to the provisions/documents adopted at the Corporation	To approve the recommendations to the annual General Shareholders’ Meeting concerning the remuneration payment to the Board of Directors and Auditing Committee members. 1. Pay remuneration to the Board of Directors members, who are not government officials, by the Corporation performance in 2013 in an aggregate amount of 3 129,6 thous. rubles, having distributed it as follows: S.A.Bushmakin. - 499,2 thous. rubles (Chairman of the Human Resources Committee and a member of the Auditing Committee). V.K.Verbitsky - 480,0 thous. rubles (Chairman of the Auditing Committee). A.A.Gavrilenko - 387,2 thous. rubles (Chairman of the Strategy Committee). N.I.Zelenschikov - 400,0 thous. rubles A.S.Nikitin - 422,4 thous. rubles (Member of the Human Resources and Strategy Committee). A.V.Nuzhdov - 460,8 thous. rubles (Member of the Auditing and Strategy Committees). A.F.Strekalov - 480,0 thous. rubles (member of the Human Resources and Auditing Committees). Don’t pay remuneration to the to Board of Directors members, who are government officials, and the president of the Corporation. 2. Pay remuneration to the following members of the Auditing Committee of the Corporation by performance in 2013 in an aggregate amount of 132 thous. rubles, having distributed it as follows: A.V.Ardeev. - 33,0 thous. rubles P.E.Dubrovin - 33,0 thous. rubles L.V.Eliseeva - 33,0 thous. rubles E.P.Polezhaeva - 33,0 thous. rubles

11.06.2014 Meeting as absentee voting (Minutes No. 12 of 17.06.2014)

Items on the agenda	Resolutions passed
On alienation of shares of AO RSC Baikonur by the Corporation	To approve the transaction of alienation (sale) of 49,5% of shares (99 shares) of АО RSC Baikonur (previously - AO CRISP "Aelita") owned by OAO RSC Energia at a price not lower than the market value determined by the evaluation report prepared by an independent appraiser.
On approval of a redrafted Provision on Auditing Committee of the Board of Directors of the Corporation.	To approve a redrafted Provision on the Auditing Committee of the Board of Directors ОАО RSC Energia.
On applicability of recommendations for management of intellectual property rights (letter of the Federal Property Management Agency No. 11/9288 of 07.03.2014)	To take note of information concerning the implementation of actions to manage the intellectual property rights at the Corporation. To authorize the Corporation management to develop and approve Basic Provisions on managing intellectual property rights till the end of 2014.
On interested-party transactions.	Transaction between the Corporation and ОАО NPO Energomash: To define a price of works (services) under an additional agreement to Contract of 30.12.2013 between the Customer - ОАО NPO Energomash and Contractor - ОАО RSC Energia in the amount of 13 741 100,00 rubles; To approve the transaction under an additional agreement to Contract of 30.12.2013 between the Customer - ОАО NPO Energomash and Contractor - ОАО RSC Energia on changing the cost of works of Phases 2, 3 and fixing it in the amount of 13 741 100,00 rubles Transactions between the Corporation and ОАО Consortium «Kosmicheskaya Regata»: No resolution is taken.

19.06.2014 Meeting (Minutes No. 13 of 24.06.2014)

Items on the agenda	Resolutions passed
On the Corporation performance for I quarter of 2014. (Results of work program execution, financial-economic standing).	To approve the Report on the Corporation performance for quarter I of 2014.
On the candidate for the position of the Corporation external auditor for 2014 and determining auditor’s services payment by the results of the tender held.	To take note of information concerning the Corporation auditor candidate for 2014 - ZAO EchLBi PACC-Audit, the winner of open tender held for selecting auditing organizations for conducting compulsory annual audit. To determine size of auditor’s services payment for auditing the financial statements by RAS and consolidated financial statements by IAS at ОАО RSC Energia for a period of 2014-2016  in the amount of 9 552 000-00 (nine million five hundred fifty two thous. rubles 00 kopecks), with VAT in the amount of 1 457 084-75 (one million four hundred fifty seven thousand and eighty four rubles 75 kopecks).
Consideration of annual reports of the committees of the Board of Directors on their performance.	To approve the report of the Auditing Committee of the Board of Directors for 2013. To approve the report of the Personnel and Remuneration Committee of the Board of Directors of the Corporation for 2013. To approve the report of Strategic Planning, Modernization and Innovative Development Committee of the Board of Directors of the Corporation for 2013.
On the results of the Corporation procurement activity for I quarter of 2014 .	To approve the report on the results of the Corporation procurement activity for I quarter of 2014.
Consideration of ZAO PO Cosmos breakeven activity plan.	To approve the financial recovery and breakeven activity plan of ZAO PO Cosmos for a period from 2014 to 2017. Charge the Corporation management along with ZAO PO Cosmos: - to conduct negotiations and forward an application to URSC, GC Rostechnology, administration of the Republic of Crimea and city of Sevastopol on possibility of involvement of ZAO PO Cosmos to carry out air transportation; - in addition study the issue concerning measures aimed at an increase of amount of net assets of ZAO PO Cosmos.
On justification of operating efficiency of ZAO Teplo RSC Energia and ZAO Stankolizing.	To put the Corporation management in charge of preparing and providing the Board of directors with the materials to be reviewed relating to ZAO Teplo RSC Energia containing other options except for the presented development option of the specified Subsidiary and Affiliated Company as a separate business, other options: - loss-free operation (as a cost center, aimed at cost saving); - sales of the specified Subsidiary and Affiliated Company, as a non-core asset to the third parties. To put the Corporation management in charge of assuming measures to increase tariff rates in the area of heat supply and recover the accounts payable to the effect of achieving loss-free operation of ZAO Teplo RSC Energia. To accept the practicability of using ZАО Stankolizing as a separate financial instrument of the Corporation.
Consideration of long-term land lease contract.	According to the Corporation Articles of Association, Article 28, clause 1, para.36 approve the transaction of the land lease on the following terms: Lessor - Property relations committee of the Administration of the town of Korolev, Moscow Region; Lessee – ОАО RSC Energia ; Subject matter of the lease contract is a land plot of 676 m^2 in area, located at address: 1А, Grabin Street, Korolev, Moscow region. Permitted use – for maintenance of transformer substation No. 1; Lease duration is 25 (twenty five) years from 25.04.2014 to 14.04.2039. Annual rental value is 47 620,20 rubles; Rental value for a period from 25.04.2014 to 14.04.2039 is 1 141 562, 02 rubles, with a possibility of subsequent indexation as applicable.
On strategic projects.	Resolution on this issue is confidential.