MRSK Severo Zapada PAO : Details of Certain Decisions Taken by the Board of Directors of the Issuer

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 business name

IDGC of the North-West PJSC

1.3. Issuer's location

Gatchina, Leningrad Region, Russia

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

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-making voting:

Quorum of the session of the Board of Directors:

11 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 - 10, AGAINST - 0, ABSTAINED - 1.

issue No. 2: FOR - 7, AGAINST - 2, ABSTAINED - 2.

issue No. 3: FOR - 6, AGAINST - 3, ABSTAINED - 2.

issue No. 4: FOR - 8, AGAINST - 1, ABSTAINED - 2.

issue No. 5: FOR - 11, AGAINST - 0, ABSTAINED - 0.

issue No. 6: FOR - 8, AGAINST - 1, ABSTAINED - 2.

issue No. 7: FOR - 10, AGAINST - 1, ABSTAINED - 0.

issue No. 8: FOR - 10, AGAINST - 1, ABSTAINED - 0.

issue No. 9: FOR - 11, AGAINST - 0, ABSTAINED - 0.

issue No. 10: FOR - 11, AGAINST - 0, ABSTAINED - 0.

issue No. 11: FOR - 11, AGAINST - 0, ABSTAINED - 0.

issue No. 12: FOR - 6, AGAINST - 0, ABSTAINED - 3; (failed to participate in voting - 2 (Clause 3 Article 83 of the Federal Law "On Joint-Stock Companies").

issue No. 13: FOR - 7, AGAINST - 0, ABSTAINED - 2; (failed to participate in voting - 2 (Clause 3 Article 83 of the Federal Law "On Joint-Stock Companies").

issue No. 14: FOR - 5, AGAINST - 1, ABSTAINED - 3. (failed to participate in voting - 2 (Clause 3 Article 83 of the Federal Law "On Joint-Stock Companies").

issue No. 15:

1.1: FOR - 9, AGAINST - 0, ABSTAINED - 2.

1.2: FOR - 9, AGAINST - 0, ABSTAINED - 2.

1.3: FOR - 9, AGAINST - 0, ABSTAINED - 2.

1.4: FOR - 9, AGAINST - 0, ABSTAINED - 2.

1.5: FOR - 9, AGAINST - 0, ABSTAINED - 2.

1.6: FOR - 9, AGAINST - 0, ABSTAINED - 2.

2.1: FOR - 9, AGAINST - 0, ABSTAINED - 2.

2.2: FOR - 9, AGAINST - 0, ABSTAINED - 2.

2.3: FOR - 9, AGAINST - 0, ABSTAINED - 2.

2.4: FOR - 9, AGAINST - 0, ABSTAINED - 2.

3.1: FOR - 9, AGAINST - 0, ABSTAINED - 2.

3.2: FOR - 9, AGAINST - 0, ABSTAINED - 2.

2.2. Contents of decisions made by the Board of Directors of the Issuer:

ISSUE No. 1: 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 2016.

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 2016 in accordance with Appendix No. 1 to the decision of the Board of Directors of the Company.

Decision taken.

ISSUE No. 2: On approval of the report on achievement of the Company cash flow benchmark values in Q1 2016.

Decision:

Approve of the report on execution of the Company cash flow benchmark values in Q1 2016 in accordance with Appendix No. 2 to the decision of the Board of Directors of the Company.

Decision taken.

ISSUE No. 3: On approval of the Company cash flow benchmarks values for Q3 2016.

Decision:

1. Approve of the Company cash flow benchmark values for Q3 2016 in accordance with Appendix No. 3 to this decision of the Board of Directors of the Company.

2. Instruct General Director of the Company to:

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

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

Decision taken.

ISSUE No. 4: On approval of the Program for Non-Governmental Pension Benefits for Workers of the Company for H2 2016.

Decision:

Approve of the program for non-governmental pension benefits for workers of IDGC of the North-West JSC for H2 2016 in accordance with Appendix No. 4 to the decision of the Board of Directors.

Decision taken.

ISSUE No. 5: On approval of the target models of the system for operational technological control of the distribution electric power grid complex for the branches of IDGC of the North-West PJSC

Decision:

Approve of a two-tier model of the system for operational technological control of the distribution electric power grid complex for the Karelenergo and Kolenergo branches of IDGC of the North-West PJSC and a three-tier model for operational technological control of the distribution electric power grid complex for the Arkhenergo, Vologdaenergo, Komienergo, Novgorodenergo and Pskovenergo branches of IDGC of the North-West PJSC in accordance with Appendix No. 5 to the decision of the Board of Directors of the Company.

Decision taken.

ISSUE No. 6: On approval of IDGC of the North-West PJSC executive staff organizational structure

Decision:

1. Approve of the organizational structure of the executive staff of the Company in accordance with Appendix No. 6 to this decision of the Board of Directors of the Company and to enact it with account for the terms stipulated by the Russian Federation legislation in case of amendment to or termination of employment contracts with workers.

2. Deem invalid the Company executive staff organizational structure approved by decision of the Board of Directors of IDGC of the North-West PJSC dated 14.04.2016 (Minutes No. 202/17) from the date when the Company executive staff organizational structure is enacted.

Decision taken.

ISSUE No. 7: On composition of the Audit Committee under the Board of Directors of the Company.

Decision:

1. Determine the number of members of the Audit Committee under the Board of Directors as equal to 8 persons.

2. To elect the following members of the Audit Committee at the Board of Directors of the Company:

3. Elect Marina Alexandrovna Lavrova Chairman of the Audit Committee under the Board of Directors of the Company.

Decision taken.

ISSUE No. 8: On composition of the Personnel and Award Committee under the Board of Directors of the Company.

Decision:

1. Determine the number of members of the Personnel and Award Committee under the Board of Directors as equal to 9 persons.

2. Elect the following members of the Personnel and Award Committee under the Board of Directors of the Company:

3. Elect Marina Alexandrovna Lavrova Chairman of the Personnel and Award Committee under the Board of Directors of the Company.

Decision taken.

ISSUE No. 9: On composition of the Committee for Strategy and Development under the Board of Directors of the Company.

Decision:

1. Determine the number of members of the Committee for Strategy and Development under the Board of Directors of IDGC of the North-West PJSC as equal to 14 persons.

2. Elect members of the Committee for Strategy and Development under the Board of Directors of IDGC of the North-West PJSC as follows:

3. Elect Vladimir Vladimirovich Sofyin Chairman of the Committee for Strategy and Development under the Board of Directors of the Company.

Decision taken.

ISSUE No. 10: On composition of the Reliability Committee under the Board of Directors of the Company.

Decision:

1. Introduce amendments to the Regulations on the Committee for Reliability under the Board of Directors of IDGC of the North-West PJSC (hereinafter - the "Regulations") as approved by decision of the Board of Directors of the Company dated 21.10.2015 (Minutes 191/6), with Clause 7.1. Section 7 of the Regulations stated as follows:

"7.1. The number of members of the Committee is determined by the Board of Directors of the Company as being not in excess of 9 (Nine) persons."

2. Determine the number of members of the Committee for Reliability under the Board of Directors as equal to 9 (Nine) persons.

3. Elect the following members of the Committee for Reliability at the Board of Directors of the Company:

4. Elect Sergey Mikhaylovich Katayev Chairman of the Reliability Committee under the Board of Directors of the Company.

Decision taken.

ISSUE No. 11: On composition of the Committee for Technological Connection to Electric Power Grids under the Board of Directors of the Company.

Decision:

1. Determine the number of members of the Committee for Technological Connection to Electric Power Grids under the Board of Directors of the Company as equal to 9 (Nine) persons.

2. Elect the following members of the Committee for Technological Connection to Electric Power Grids under the Board of Directors of the Company:

3. Elect Sergey Vadimovich Pokrovsky Chairman of the Committee for Technological Connection to Electric Power Grids under the Board of Directors of the Company.

Decision taken.

ISSUE No. 12: On endorsement of the dissolution agreement to Contract No. 621/334/14 for sublease of non-residential premises between IDGC of the North-West PJSC and Energoservice of the North-West OJSC dated 17.04.14 representing an interested party transaction.

Decision:

1. Endorse the Termination Agreement to Contract No. 621/334/14 for sublease of non-residential premises between IDGC of the North-West PJSC and Energoservice of the North-West OJSC dated 17.04.2014 (hereinafter referred to as the "Agreement") representing an interested party transaction on conditions as follows:

Parties to the Agreement:

IDGC of the North-West PJSC - Lessee;

Energoservice of the North-West OJSC - Sublessee.

Subject of the Agreement:

Dissolve Contract No. 621/334/14 dated 17.04.2014 for sublease of non-residential premises (hereinafter referred to as the "Contract") by agreement of the parties. The last day of the Contract validity term shall be 31.01.2016.

The Leased Premises shall be returned to the Lessee against a Property Return Statement on 31.01.2016 in a satisfactory condition.

The Parties have established the existence of a sum of rent in arrears for usage premises under the Contract as of 31.01.2016 equal to 95,548 (ninety-five thousand five hundred and forty-eight) RUB 66 kopecks.

Upon agreement of the parties, payment of the arrears under the Contract equal to 95,548 (ninety-five thousand five hundred and forty-eight) RUB 66 kopecks shall be performed by the Sublessee no later than 01.08.2016.

Neither Party shall have the right to receive interest envisaged by Article 317.1 of the Civil Code of the Russian Federation on the amount of a financial liability of the other Party.

Any and all disputes, dissents and claims arising out of this agreement or in connection with it, including those related to its conclusion, effect, amendment, execution, violation, dissolution, termination and validity shall be settled through negotiation.

A dispute unsettled through negotiations, before reference to a court, shall be resolved by way of application of an alternative dispute resolution procedure (mediation) on the conditions and in the manner as established by the legislation and the Procedural Rules for consideration and settlement of disputes and conflicts of interests within Rosseti PJSC Group approved by decision of the Board of Directors of the IDGC of the North-West PJSC dated 29.12.2015 No. 195/10.

The Parties having failed to reach agreement on settlement of the dispute through mediation, such dispute shall be considered in the Arbitration Court under the Russian Union of Industrialists and Entrepreneurs (Arbitration Court under the Russian Union of Industrialists and Entrepreneurs) (located in Moscow) in accordance with the rules as may be in effect as of the claim notice submittal date.

Decisions of the Arbitration Court under the Russian Union of Industrialists and Entrepreneurs shall be binding, final and without appeal.

Validity term of the Agreement:

This agreement shall take effect from the moment of signature by empowered representatives of the Parties and cover the Parties' relationships having originated since 31.01.2016.

Decision taken.

ISSUE No. 13: On endorsement of conclusion of the contract for sublease of non-residential premises between IDGC of the North-West PJSC and Energoservice of the North-West OJSC as an interested party transaction.

Decision:

1. Specify that the amount of monthly rent under the contract for sublease of non-residential premises between IDGC of the North-West PJSC (hereinafter referred to as the "Company") and Energoservice of the North-West OJSC (hereinafter referred to as the "Contract") shall be equal to 3,945 (three thousand nine hundred and forty-five) RUB inclusive of VAT (18%) - 601 (six hundred and one) RUB 90 kopecks.

The total amount of rent for the whole of the validity term of the contract for sublease of non-residential premises (with account for its prolongation) shall not be equal to or in excess of 2 (two) per cent of the book value of the assets of IDGC of the North-West PJSC according to their accounting statements as of the most recent reporting date.

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

Parties to the Contract:

IDGC of the North-West PJSC - Lessee;

Energoservice of the North-West OJSC - Sublessee.

Subject of the Contract:

The Lessee undertakes to deliver while the Sublessee undertakes to accept for temporary usage the non-residential premises with total area equal to 10.1 (Ten and one tenth) sq.m (Premises No. 11) specified in Appendix No. 1 to the Contract that are located in the former plant administration building Lit. А1, Site No. 1 at: 31 Sobornaya str., Gatchina, Leningrad Region (hereinafter referred to as the "Premises")

The Premises shall be accepted on a sublease basis for organization of an office.

The right to use the Premises belongs to the Lessee by virtue of Contract for Lease of Non-Residental Premises No. 232/471/15 dated 01.02.2016 (hereinafter referred to as the "Lease Contract") concluded with "Burevestnik" Plant JSC.

Price of the contract:

The amount of monthly rent shall be equal to 3,945 (Тhree thousand nine hundred and forty-five ) RUB 77 kopecks inclusive of VAT (18 %) - 601 (six hundred and one) RUB 90 kopecks.

Sublease term:

Sublease commencement term: 01.02.2016.

Sublease completion term: 31.12.2016.

Validity term of the Contract:

The Contract shall come into effect upon signature and remain in force until 31.12.2016 inclusive.

The Contract shall cover the Parties' relationships having originated since February 01, 2016.

In case no notification of the intention to dissolve the Contract by virtue of expiry of the sublease term has been received from either Party until termination of the validity term of this Contract, subject to extension of the validity term of the principal Lease Contract specified in Clause 1.2. of the Contract, the Contract and the Sublease Term shall be prolonged on the same conditions and for the same term.

In case of the principal Contract dissolution, the Sublease Contract shall be dissolved automatically.

Decision taken.

ISSUE No. 14: On endorsement of Supplementary Agreement No. 1 to the contract on commercial representation of the Owner of electric power industry facilities for purposes of conclusion and execution of contracts for placement of fiber optic communication lines at the electric power grid complex facilities of the territorial distribution grid dated 12.01.2015 No. 347/36/15 between IDGC of the North-West PJSC and Directorate for Fiber Optic Communication Lines on Overhead Transmission Lines JSC representing an interested party transaction.

Decision:

On endorsement of Supplementary Agreement No. 1 to the contract on commercial representation of the Owner of electric power industry facilities for purposes of conclusion and execution of contracts for placement of fiber optic communication lines at the electric power grid complex facilities of the territorial distribution grid dated 12.01.2015 No. 347/36/15 between IDGC of the North-West PJSC andDirectorate for Fiber Optic Communication Lines on Overhead Transmission Lines JSCrepresenting an interested party transaction.

Decision taken.

ISSUE No. 15: 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 of Pskovenergosbyt OJSC:

1.1. on agenda issue "On approval of the report on achievement of the target values of the annual and quarterly Key Performance Indicators of General Director of Pskovenergosbyt OJSC in Q4 2015 and in 2015":

"Approve of the report on achievement of the target values of the annual and quarterly Key Performance Indicators (KPIs) of General Director of Pskovenergosbyt OJSC in Q4 2015 and in 2015 in accordance with Appendix No. 8 to this decision of the Board of Directors".

Decision taken.

1.2. on agenda issue "On approval of the report on achievement of the target values of the quarterly Key Performance Indicators of General Director of Pskovenergosbyt OJSC in Q1 2016":

"Approve of the report on achievement of the target values of the quarterly Key Performance Indicators (KPIs) of General Director of Pskovenergosbyt OJSC in Q1 2016" in accordance with Appendix No. 9 to this decision of the Board of Directors".

Decision taken.

1.3. on issue "On approval the corrected target values of the annual and quarterly Key Performance Indicators of General Director of Pskovenergosbyt OJSC for 2016":

"Approve of the corrected target values of annual and quarterly Key Performance Indicators (KPIs) of General Director of Pskovenergosbyt OJSC for 2016 in accordance with Appendix No. 10 to this decision of the Board of Directors".

Decision taken.

1.4. on agenda issue "On consideration of the report on the credit policy of Pskovenergosbyt OJSC in Q1 2016":

"Take under advisement the report on the credit policy of Pskovenergosbyt OJSC in Q1 2016 in accordance with Appendix No. 11 to the decision of the Board of Directors of the Company".

Decision taken.

1.5. on the agenda issue "On approval of the Credit Plan of the Company for Q3 2016":

"Approve of the Credit Plan of the Company for Q3 2016 in accordance with Appendix No. 12 to the decision of the Board of Directors of the Company".

Decision taken.

1.6 on the agenda issue "On approval of the corrected Prospective Development Plan of Pskovenergosbyt OJSC for 2014-2018 with extension till 2020":

"Approve of the corrected Prospective Development Plan of Pskovenergosbyt OJSC for 2014-2018 with extension till 2020 in accordance with Appendix No. 13 to the decision of the Board of Directors of the Company".

Decision taken.

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 of Pskovenergoagent OJSC:

2.1. on agenda issue "On approval of the report on achievement of the target values of the annual and quarterly Key Performance Indicators of General Director of Pskovenergosbyt OJSC in Q4 2015 and in 2015":

"Approve of the report on achievement of the target values of the annual and quarterly Key Performance Indicators of General Director of Pskovenergoagent OJSC in Q4 2015 and in 2015" in accordance with Appendix No. 14 to this decision of the Board of Directors".

Decision taken.

2.2. on agenda issue "On approval of the report on achievement of the target values of the quarterly Key Performance Indicators of General Director of Pskovenergosbyt OJSC in Q1 2016":

"Approve of the report on achievement of the target values of the quarterly Key Performance Indicators of General Director of Pskovenergoagent OJSC in Q1 2016" in accordance with Appendix No. 15 to this decision of the Board of Directors".

Decision taken.

2.3. on issue "On approval the corrected target values of the annual and quarterly Key Performance Indicators of General Director of Pskovenergoagent OJSC for 2016":

"Approve of the corrected target values of annual and quarterly Key Performance Indicators (KPIs) of General Director of Pskovenergoagent OJSC for 2016 in accordance with Appendix No. 16 to this decision of the Board of Directors".

Decision taken.

2.4. on agenda issue "On consideration of the report on the credit policy of Pskovenergoagent OJSC in Q1 2016":

"Take under advisement the report on the credit policy of Pskovenergoagent OJSC in Q1 2016 in accordance with Appendix No. 17 to the decision of the Board of Directors of the Company".

Decision taken.

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 of Lesnaya Skazka JSC:

3.1. on agenda issue "On approval of the report on achievement of the target values of the annual and quarterly Key Performance Indicators of General Director of Lesnaya Skazka JSC in Q4 2015 and in 2015":

"Approve of the report on achievement of the target values of the annual and quarterly Key Performance Indicators of General Director of Lesnaya Skazka JSC in Q4 2015 and in 2015" in accordance with Appendix No18 to this decision of the Board of Directors".

Decision taken.

3.2. on agenda issue "On approval of the report on achievement of the target values of the quarterly Key Performance Indicators of General Director of Lesnaya Skazka JSC in Q1 2016":

"Approve of the report on achievement of the target values of the quarterly Key Performance Indicators of General Director of Lesnaya Skazka JSC in Q1 2016" in accordance with Appendix No. 19 to this decision of the Board of Directors".

Decision taken.

2.3. Date of arrangement of the session of the Board of Directors of the Issuer whereat the relevant decisions were made: 19.07.2016.

2.4. Date and number of the minutes of the session of the Board of Directors of the Issuer whereat the relevant decisions were made: Minutes No. 214/5 dated 22.07.2016.

3. Signature

3.1. Deputy General Director
for Corporate Governance
IDGC of the North-West PJSC

D. A. Orlov

(under the Power of Attorney No. 119

dated 27.07.2015).

3.2. Date July 22, 2016.

(signature)

L.S.