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www. pwc. ru Rus. Hydro External Independent Evaluation of the Board of Directors August

www. pwc. ru Rus. Hydro External Independent Evaluation of the Board of Directors August 2018

Methods of External Independent Evaluation of the Board of Directors Pursuant to the recommendations

Methods of External Independent Evaluation of the Board of Directors Pursuant to the recommendations of the Russian Corporate Governance Code, Rus. Hydro (the "Company") is evaluating the activities of the Board of Directors (the "Board of Directors", "BD") on a regular basis. In order to conduct the external independent evaluation of the activities of Rus. Hydro Board of Directors in 2016 and 2017, in early 2018 the Company initiated a competitive procurement procedure based on the results of which Pricewaterhouse. Coopers Consulting LLC (address: 125047, Moscow, 10 Butyrskiy Val St. , OGRN 1097746859715, INN 7710764839) was announced as the winner. The activities of the Board of Directors were evaluated from April to June 2018 by means of a survey conducted among the members of the Board of Directors, individual interviews with the members of the Board of Directors and certain key executive employees of the Company, as well as by means of analysis of the by-laws regulating the activities of the Board of Directors and its Committees, analysis of the minutes of the meetings of the Board of Directors and its Committees, and other relevant materials. April to June 2018 Questionnaires Interviews Independent evaluation Rus. Hydro | External Independent Evaluation of the Board of Directors Pw. C Evaluation perimeter: Evaluation of the BD's efficiency in general in terms of balance of the BD's members, fulfilment of its key functions and its role in the system of corporate governance and successful development of the Company, and the BD's procedures. Evaluation of each Committee's efficiency: its composition, how the Committee fulfils its key functions and roles in ensuring the effective functioning of the procedures of the BD and Committees Evaluation of the efficiency of the Chairman of Board of Directors and Senior Independent Director: how effectively they fulfil their specific functions Individual evaluation of members of the BD: evaluation of their professional and personal characteristics, individual contribution to BD's work, and needs in training and development The Board of Directors (after prior consideration by the Human Resources and Compensation Committee) considered the results of the external independent evaluation of its activities and recommendations as to how to improve the efficiency of the Board of Directors and its Committees during a meeting in praesentia. August 2018 2

Main strong points of the Board of Directors The independent evaluation results show that

Main strong points of the Board of Directors The independent evaluation results show that the Company generally adheres to the principles and recommendations of the Russian and UK Corporate Governance Codes with respect to the composition, role and procedures of the Board of Directors and its Committees, and are indicative of the following main strengths of Rus. Hydro's Board of Directors: The members of the Board of Directors collectively have strong competencies, knowledge and leadership skills that contribute to the effective work of the Board of Directors. One of the members of the Audit Committee is a director having experience and knowledge of preparation, analysis, evaluation and audit of financial statements. Main stakeholders are among the members of the Company's Board of Directors. Also, there is a balance between continuity and consistent renewal of the BD's composition. During the meetings of the Board of Directors items on the agenda and decisions taken are actively discussed, and any initiative and expression of various opinions regarding the matters discussed are encouraged. Rus. Hydro | External Independent Evaluation of the Board of Directors Pw. C The meetings of the Board of Directors are actively attended by the members. The most important issues of the activities of the Company and its controlled entities are generally considered at in praesentia meetings of the Board of Directors. Members of the Board of Directors ask the management tough questions and provide constructive criticism as to the suggested decisions, which helps taking carefully weighed decisions. Independent directors play an important, active role in the work of the BD and its Committees. The BD's Committees help elaborate the items on the agenda more carefully and generally contribute to the effective work of the BD. Finally, the members of the Board of Directors noticed positive dynamics in their work during the last several years and, particularly, that the role of the BD in strategic management of Rus. Hydro Group has increased. August 2018 3

Areas of further improvement of efficiency of the Board of Directors To further improve

Areas of further improvement of efficiency of the Board of Directors To further improve its efficiency the Board of Directors is planning to focus on the following main aspects based on the recommendations of Pricewaterhouse. Coopers Consulting LLC: • Conducting a strategic session with the participation of external experts that is aimed at discussion of strategy, its progress and updates, and is associated with a systematic renewal of the composition of the Board of Directors, and changes in the business environment after approval of the strategy. • Increase of the number of speakers invited to the meetings of the Board of Directors, including representatives of the Company's management and external experts. • Comprehensive discussion by the Board of Directors of risk appetite and management of key risks in the Company's business. • Support and extension of participation by the members of the Board of Directors, and especially independent directors, in the events most important for investors and analysts. Rus. Hydro | External Independent Evaluation of the Board of Directors Pw. C In accordance with the recommendations of the Russian Corporate Governance Code, the Company is planning to evaluate the activities of the Board of Directors in 2018— 2019 in the form of self-evaluation. August 2018 4

Thank you for your attention! Pricewaterhouse. Coopers Consulting LLC performed its work as instructed

Thank you for your attention! Pricewaterhouse. Coopers Consulting LLC performed its work as instructed by its client, Rus. Hydro, to whom this report is addressed and only for the benefit of such client and for the use of such client. This report is prepared as instructed by our client to whom this report is addressed and it may be compiled without following all the procedures deemed necessary by third parties who read this report. Pricewaterhouse. Coopers Consulting LLC, its partners, employees and agents do not assume any obligations or responsibility to third parties, whether in contract or tort (including responsibility for negligence or violation of statutory duties) and shall not be liable for any loss, damage or costs of any kind caused by any use thereof by such parties or otherwise related to obtaining this report by such parties. Quotations herefrom, references hereto or any parts hereto cannot be included in any agreements or documents. © Pricewaterhouse. Coopers Consulting LLC, 2018. All rights reserved. * "Pw. C" shall be understood as Limited Liability Company Pricewaterhouse. Coopers Consulting or, depending on the context, other firms of the global network Pricewaterhouse. Coopers International Limited (Pw. CIL). Each firm of the network is an independent legal entity. Pw. C in Russia (www. pwc. ru) provides audit and business consulting services, as well as tax and legal services to companies from various sectors. More than 2, 500 experts work in Pw. C's offices in Moscow, Saint Petersburg, Kazan, Novosibirsk, Rostov-on-Don, Krasnodar, Voronezh, Vladikavkaz and Ufa. We employ all our knowledge, vast experience and a creative approach to development of practical recommendations and solutions that open new prospects for business. The Global Pw. C network of firms unites more than 236, 000 employees in 158 countries.