Notice of Essential Fact

Notice of Essential Fact

'Details of Certain Decisions Taken by the Board of Directors of the Issuer'

(Insider Information Disclosure)

1. General details

1.1. Issuer's full business name

Public Joint-Stock Company Interregional Distribution Grid Company of the North-West

1.2. Issuer's abbreviated company name

IDGC of the North-West, PJSC

1.3. Issuer's location

Russia, 188300, Leningrad Region, Gatchina

Address of the Company: Russia, 188300, Leningrad Region, Gatchina, Sobornaya str., 31

1.4. Issuer's PSRN

1047855175785

1.5. Issuer's TIN

7802312751

1.6. Issuer's unique code assigned by the registration body

03347-D

1.7. Internet-page address used by the Issuer for information disclosure

www.mrsksevzap.ru, www.disclosure.ru/issuer/7802312751/

2. Contents of notice

2.1. Quorum of the session of the Board of Directors of the issuer and the results of decision-taking voting:

Quorum of the session of the Board of Directors: 10 out of the 11 members of the Board of Directors participating in the session, the required quorum was present.

Results of voting on the issues:

issue No. 1:

'FOR' - 9,

AGAINST' - 1,

'ABSTAINED' - 0.

issue No. 2:

'FOR' - 8,

'AGAINST' - 0,

'ABSTAINED' - 2.

issue No. 3:

'FOR' - 10,

'AGAINST' - 0,

'ABSTAINED' - 0.

issue No. 4:

'FOR' - 9,

'AGAINST' - 1,

'ABSTAINED' - 0.

issue No. 5:

'FOR' - 10,

'AGAINST' - 0,

'ABSTAINED' - 0.

issue No. 6:

'FOR' - 10,

'AGAINST' - 0,

'ABSTAINED' - 0.

issue No. 7:

'FOR' - 10,

'AGAINST' - 0,

'ABSTAINED' - 0.

issue No. 8:

'FOR' - 9,

'AGAINST' - 0,

'ABSTAINED' - 1.

issue No. 9:

'FOR' - 8,

'AGAINST' - 1,

'ABSTAINED' - 1.

issue No. 10:

'FOR' - 7,

'AGAINST' - 2,

'ABSTAINED' - 1.

issue No. 11:

'FOR' - 10,

'AGAINST' - 0,

'ABSTAINED' - 0.

issue No. 12:

'FOR' - 6,

'AGAINST' - 2,

'ABSTAINED' - 2.

issue No. 13:

'FOR' - 8,

'AGAINST' - 0,

'ABSTAINED' - 2.

(failed to participate in voting - 1 (Clause 3 Article 83 of the Federal Law 'On Joint-Stock Companies')).

issue No. 14:

On Clause 1:

Sub-issue 1

'FOR' - 8,

'AGAINST' - 0,

'ABSTAINED' - 2.

Sub-issue 2

'FOR' - 8,

'AGAINST' - 0,

'ABSTAINED' - 2.

Sub-issue 3

'FOR' - 8,

'AGAINST' - 0,

'ABSTAINED' - 2.

Sub-issue 4

'FOR' - 8,

'AGAINST' - 0,

'ABSTAINED' - 2.

On Clause 2:

Sub-issue 1

'FOR' - 9,

'AGAINST' - 0,

'ABSTAINED' - 1.

Sub-issue 2

'FOR' - 9,

'AGAINST' - 0,

'ABSTAINED' - 1.

Sub-issue 3

'FOR' - 9,

'AGAINST' - 0,

'ABSTAINED' - 1.

On Clause 3:

'FOR' - 9,

'AGAINST' - 0,

'ABSTAINED' - 1.

2.2. Contents of decisions taken by the Board of Directors of the Issuer

ISSUE No. 1. Report of General Director on execution of the Company's Business Plan (including the investment program) in Q1 2015

Decision:

1. Approve of the report on execution of the Company's Business Plan (including the investment program) in Q1 2015 inaccordance with Appendices Nos. 1, 2 to this decision of the Board of Directors of the Company.

2. Confidential information.

3. Instruct General Director of the Company to:

3.1. Compensate for the excess of the planned labor remuneration expenses in Q1 2015 through reduction of the variable part of the remuneration of labor payable to the administrative and managerial personnel for achievement of the approved performance indicators of the Company's 2015-2019 Business Plan in 2015.

ISSUE No. 2: On approval of the Business Plan of IDGC of the North, PJSC Group for 2015 (aggregated based on RAS principles and consolidated based on IFRS principles) and of the forecast performance indicators for 2016-2019.

Decision:

Approve of the Business Plan of IDGC of the North, PJSC Group for 2015 (aggregated based on RAS principles and consolidated based on IFRS principles) and the forecast performance indicators for 2016-2019 in accordance with Appendices Nos. 3, 4 to this decision of the Board of Directors of the Company.

ISSUE No. 3: On consideration of the report of General Director on compliance with the provisions of the Anticorruption Policy of the Company in 2014.

Decision:

Take under advisement the report of General Director on compliance with the provisions of the Anticorruption Policy of the Company in 2014 in accordance with Appendix No. 5 to this decision of the Board of Directors of the Company.

ISSUE No. 4: On the Company ensuring the established level of reliability and quality of services provided in accordance with the regulatory legal instruments in 2014.

Decision:

1. Take under advisement the information available on the indicators of reliability and quality of services provided per all branches of IDGC of the North-West, PJSC in 2014 in accordance with Appendices Nos. 6-8 to this decision of the Board of Directors of the Company.

2. Take notice of considerable spread in values of the indicators indicative of the reliability level 'Average duration of consumer electric power supply failure' and 'Average frequency of consumer power supply interruptions' across branches of the Company.

3. Instruct General Director of the Company to conduct work for analysis of the causes underlying the spread in values of the indicators indicative of the reliability level in accordance with best practices and present a report on such analysis results at a session of the Board of Directors of the Company by 30.09.2015.

ISSUE No. 5: Report on execution of the decision of the Board of Directors of the Company dated 27.05.2015 (Minutes No. 184/26) on the agenda Issue No. 1: 'Report of General Director on execution of the Business Plan of the Company (including the Investment Program) in Q4 2014 and the year 2014' to the extent of execution of the instruction on Clause 3.4 of the decision of the Board of Directors of the Company.

Decision:

Postpone this issue consideration.

ISSUE No. 6: Report on execution of the decision of the Board of Directors of the Company dated 27.05.2015 (Minutes No. 184/26) on the agenda Issue No. 3: 'Report of General Director on execution of the Business Plan of the Company (including the Investment Program) in Q4 2015' to the extent of execution of the instruction on Clause 3.3 of the decision of the Board of Directors of the Company.

Decision:

Postpone this issue consideration.

ISSUE No. 7: On the list of investment projects stipulated by the approved investment program of the Company for the period of 2015-2019 and planned to be included in the draft corrected investment program of the Company for 2015 and the period of 2016-2020, stipulating construction, reconstruction and technical re-equipment of capital construction facilities with estimated cost per project equal to or in excess of 1.5 billion RUB (VAT included) at all stages of such projects implementation.

Decision:

Take under advisement the fact of absence of investment projects stipulating construction, reconstruction and technical re-equipment of capital construction facilities with estimated cost equal to or in excess of 1.5 billion RUB in the draft investment program of IDGC of the North-West, PJSC for the period of 2015, 2016-2020 and in the approved investment program for the period of 2015-2019.

ISSUE No. 8: On approval of the report on the outcome of achievement of the target values of the Key Performance Indicators of General Director and top managers of the Company in Q4 2014 and the year 2014.

Decision:

1. Approve of the report on the outcome of achievement of the target values of the Key Performance Indicators of General Director and top managers of the Company in Q4 2014 and in 2014 in accordance with Appendix No. 9 to this decision of the Board of Directors of the Company.

2. General Director shall present an analysis of causes underlying the failure to achieve the target values per branch.

Deadline - August 2015.

ISSUE 9: On approval of the report on the outcome of achievement of the target values of the Key Performance Indicators of General Director of the Company in Q1 2015.

Decision:

Approve of the report on the outcome of achievement of the target values of the Key Performance Indicators of General Director of the Company in Q1 2015 in accordance with Appendix No. 10 to the decision of the Board of Directors of the Company.

ISSUE No. 10: On approval of the Company cash flow benchmark values for Q3 2015.

Decision:

1. Approve of the Company's control cash flow indices for Q32015 as follows:

thousand RUB

Indicator name

Services for organization of operation and development of the distribution electric power grid complex

Dividend (tax excluded)

July

16,377

0

August

16,377

0

September

16,377

0

2. Instruct General Director of the Company to:

-provide for formation of the Cash Flow Plan and approval thereof within 5 business days from the date of this decision;

-forward the Cash Flow Plan to members of the Board of Directors of the Company no later than within 1 day from the said document approval date.

ISSUE No. 11. On introduction of supplements to the register (program for divestiture) of non-core assets of IDGC of the North-West, PJSC.

Decision:

Introduce amendments to the register (program for divestiture) of non-core assets of IDGC of the North-West, PJSC in accordance with Appendix No. 11 to this decision of the Board of Directors.

ISSUE No. 12: On agreement on the simplified routine for conductance of procurement procedures related to provision of financial services aimed at ensuring 'emergency funding', inter alia - by the 'request for quotations' and 'request for proposals' methods (depending on the object to be procured) irrespective of the contract price.

Decision:

1. Agree on IDGC of the North-West, PJSC conducting procurement procedures by the 'request for quotations' and 'request for proposals' methods (depending on the object to be procured) irrespective of the contract price for purposes of conclusion of contracts required for attracting funding for the needs of IDGC of the North-West, PJSC (for purposes of 'emergency funding' of IDGC of the North-West, PJSC, in particular:

- credit contracts, credit line opening contracts, loan contracts;

- contracts required for issue, placement and organization of secondary circulation of bonded loans;

- on provisions of services for organization of issue, primary and secondary placement of obligations;

- on provision of payment agent services;

- on provision of offer agent services;

- on provision of services for obligations admission to trading, bonds listing, assignment of identification numbers to obligation issues, clearing services, services for approval of amendments to issue-related documents, for preliminary consideration of documents pertaining to obligations;

- on provision of depository with regard to depot accounts, storage of security certificates, services under a depository contract, issuer and treasury depot account contract.

2. The 'emergency funding' status shall be assigned to procurement of financial services by decision of General Director of IDGC of the North-West, PJSC or of a person empowered by the latter nut solely subject to onset of at least one of the events listed below:

- the value of the key rate as established by the Central Bank of the Russian Federation exceeds the level of 10.0% per annum;

- the value of the MosPrime rate with 1 month's term exceeds 13.0% per annum;

- the value of the key rate of the Central Bank of the Russian Federation of the MosPrime rate increases by more than 1% within 1 month;

- reduction of the credit rating or rating forecast for the Russian Federation, Rossseti, PJSC of SDCs by at least one stage within the recent 6 calendar months;

- absence of open and receivable credit limits of the Company to the extent sufficient for compensation for 3 months; demand for attracted financial resources in accordance with the Business Plan of IDGC of the North-West, PJSC.

3. Specify the possibility of the procurement initiator establishing requirements regarding the participants providing a simplified list of documents for participation in the procurement procedure as follows:

- procurement participation offer containing a technical and commercial proposal and signed by an empowered person;

- document bearing witness of the powers of the person to carry out actions on behalf of the Procurement Participant;

- documents bearing witness of the quality and qualification of the procurement participant and of the participant's application conformity to requirements to procurement documentation;

- statement of the chain of owners of beneficiaries including the end ones;

- other documents by decision of the procurement initiator.

Decision on conformity/nonconformity of the participant's application to the requirements to procurement documentation as well as evaluation and comparison of procurement procedure participants' proposals shall be carried out based on the documents provided by the participant as part of the application following the procedure stipulated by the procurement documentation.

4. Specify that the simplified routine for conductance of procurement procedures related to provision of financial services aimed at ensuring 'emergency funding' shall be effective for 6 months from this decision moment.

ISSUE No. 13: On endorsement of the contract for provision of services related to arrangement of the Interregional Competition (dedicated to the 70th anniversary of victory in the Great Patriotic War) among repair and operational personnel of Rosseti, PJSC subsidiary companies during organization and conductance of works for maintenance and repair of relay protection and automation devices between IDGC of the North-West, PJSC and Tyumenenergo, JSC representing an interested party transaction.

Decision:

1. Specify that the price (services cost amount) under the contract for provision of services related to arrangement of the Interregional Competition (dedicated to the 70th anniversary of victory in the Great Patriotic War) among repair and operational personnel of Rosseti, PJSC subsidiary companies during organization and conductance of works for maintenance and repair of relay protection and automation devices between IDGC of the North-West, PJSC and Tyumenenergo, JSC representing an interested party transaction (hereinafter referred to as the 'Contract') shall be 2,384,390 (two million three hundred and eighty-four thousand three hundred and ninety) RUB 00 kopecks inclusive of VAT (18%) - 363,720.51 (three hundred and sixty-three thousand seven hundred and twenty) RUB 51 kopecks.

2. Endorse the Contract representing an interested party transaction on essential conditions as follows:

Parties to the Contract:

IDGC of the North-West, PJSC - Customer;

Tyumenenergo, JSC - Performer.

Subject of the Contract:

The Performer undertakes to provide services related to arrangement of the Interregional Competition (dedicated to the 70th anniversary of victory in the Great Patriotic War) among repair and operational personnel of Rosseti, PJSC subsidiary companies during organization and conductance of works for maintenance and repair of relay protection and automation devices ('Events') at the training ground of Nizhnevartovsk Electric Power Grids branch of Tyumenenergo, JSC in Nizhnevartovsk during July 20-24, 2015 in accordance with the Regulations on the Events arrangement while the Customer shall pay for the services in accordance with the Contract conditions.

Price of the Contract:

The cost of services shall be 2,384,390 (two million three hundred and eighty-four thousand three hundred and ninety) RUB 00 kopecks inclusive of VAT (18%) - 363,720.51 (three hundred and sixty-three thousand seven hundred and twenty) RUB 51 kopecks.

Validity term of the Contract:

The Contract shall come into effect upon signature and remain in force until complete discharge of corresponding obligations by the parties.The Contract conditions shall cover relationships of the Parties having originated since 19.06.2015.

ISSUE No. 14: On determination of the attitude of the Company's representatives concerning issues on agendas of general meetings of shareholders and sessions of Boards of Directors of subsidiary companies of IDGC of the North-West, PJSC.

Decision:

1. Instruct representatives of IDGC of the North-West, PJSC to vote FOR the following decisions to be taken at the session of the Board of Directors ofPskovenergosbyt, JSC:

- on agenda issue 'On approval the corrected target values of the annual and quarterly KPIs of General Director of the Company for 2015':

'Approve of the corrected target values of annual and quarterly Key Performance Indicators (KPIs) of General Director of the Company for 2015 n accordance with the appendix to this decision of the Board of Directors'.

- on agenda issue 'On approval of the report on execution of the Business Plan of the Company in Q1 2015':

1.1. 'Approve of the report on execution of the Company's Business Plan in Q1 2015, the major indicators being as follows (thousand RUB):

Indicators

Q1 2015

plan

Q1 2015

actual

Proceeds

1,772,137

1,700,229

Prime cost

1,758,450

1,672,265

Gross profit

13,688

27,963

Net profit

8,815

2,636

1.2. Take notice of underperformance with the indicator of net profit following the outcome of Q1 2015 amounting to 6,179 thousand RUB (or 70%)'.

- on agenda issue 'On consideration of the report on the Company's credit policy in Q1 2015':

'Take under advisement the report on the Company credit policy in Q1 2015'.

- on agenda issue 'On approval of the Credit Plan of the Company for Q3 2015':

'Approve of the Credit Plan of the Company for Q3 2015 in accordance with the appendix to the decision of the Board of Directors'.

2. Instruct representatives of IDGC of the North-West, PJSC to vote FOR the following decisions to be taken at the session of the Board of Directors ofPskovenergoagent, JSC:

- on agenda issue 'On approval the corrected target values of the annual and quarterly KPIs of General Director of the Company for 2015':

'Approve of the corrected target values of annual and quarterly Key Performance Indicators (KPIs) of General Director of the Company for 2015 n accordance with the appendix to this decision of the Board of Directors'.

- on agenda issue 'On approval of the report on execution of the Business Plan of the Company in Q1 2015':

'Approve of the report on execution of the Company's Business Plan in Q1 2015, the major indicators being as follows (thousand RUB):

Indicators

Q1 2015
plan

Q1 2015
actual

Proceeds

64,787

65,480

Prime cost

61,830

61,970

Gross profit

2,957

3,510

Net profit

-335

176

- on agenda issue 'On consideration of the report on the Company's credit policy in Q1 2015':

'Take under advisement the report on the Company credit policy in Q1 2015'.

3 Instruct representatives of IDGC of the North-West, PJSC to vote FOR the following decisions to be taken at the session of the Board of Directors ofLesnaya Skazka, JSC:

- on agenda issue 'On approval of the report on execution of the Business Plan of the Company in Q1 2015':

'Approve of the report on execution of the Company's Business Plan in Q1 2015, the major indicators being as follows (thousand RUB):

Indicators

Q1 2015
plan

Q1 2015
actual

Proceeds

1,071

1,071

Prime cost

751

731

Gross profit

320

340

Net profit

343

438

2.3. Date of arrangement of the session of the Board of Directors of the Issuer whereat the relevant decisions were taken: 31.07.2015.

2.4. Generation date and number of the minutes of the session of the Board of Directors of the Issuer whereat the relevant decisions were taken: Minutes No. 187/2 dated 03.08.2015.

3. Signature

3.1. Deputy General Director for Corporate Governance of IDGC of the North-West, PJSC (pursuant to notarized Power of Attorney No. 119 dated 27.07.2015)

D.A. Orlov

3.2. Date August 03, 2015

(signature)

Seal here

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