Draft decisions on issues included in agenda of Extraordinary General Meeting called on 17.11.2022

04.11.2022

DRAFT DECISIONS ON AGENDA ISSUES:

1. Approval of organizational structure of “UKRAINIAN ENERGY MACHINES” Joint stock company.

Draft decision:

To approve organizational structure of “UKRAINIAN ENERGY MACHINES” Joint stock company.

2. Election of members of Supervisory Board of the Company.

3. Approval of terms of civil law contracts to be concluded with members of Supervisory Board of the Company. Election of person authorized to sign contracts with members of Supervisory Board of the Company.

Draft decision:

1. To approve terms of civil law contracts to be concluded with members of Supervisory Board of the Company and to establish amount of remuneration for members of Supervisory Board of the Company specified in it.

2. To grant General Director of the Company authority to sign civil law contracts to be concluded with members of Supervisory Board of the Company.

4. Election of the Company's corporate secretary.

Draft decision:

1. To elect Martynova Maryna Sergiivna as corporate secretary of the Company.

2. To establish that official powers of Martynova M.S., as corporate secretary, are valid from the moment of concluding contract with her.

5. Approval of terms of the contract to be concluded with the Company's corporate secretary. Election of person authorized to sign contract with the Company's corporate secretary.

Draft decision:

1. To approve terms of the contract to be concluded with the Company's corporate secretary, and to establish amount of remuneration specified in it.

2. To conclude contract with corporate secretary of the Company Martynova M.S. after election of Chairman of Supervisory Board of the Company.

3. Authorize Chairman of Supervisory Board of the Company to sign contract to be concluded with corporate secretary.

6. Making changes to the Company's Charter by presenting it in a new edition.

Draft decision:

1. To make changes to Company's Charter by presenting it in a new edition.

2. To authorize Chairman and Secretary of the meetings to sign Charter of the Company in the new edition.

3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of the new version of the Company's Charter in accordance with procedure established by law.

7. Adopting decision on conservation of the Company's property.

Draft decision:

1. To make decision on conservation of the Company's property.

2. To approve List of the Company's property subject to conservation.

3. To approve Project for conservation of Company's property.

4. To authorize Directorate of the Company to take all necessary actions regarding conservation and maintenance of the Company's property in accordance with List of the Company's property and Project for conservation of the Company's property, approved by this decision.

8. Consideration of conclusion of external (independent) auditor for 2021 and approval of measures based on results of his examination.

Draft decision No. 1:

To take into account conclusion of external (independent) audit of the Company's financial statements for 2021.

Draft decision No. 2:

To take into account conclusion of external (independent) audit of the Company's financial statements for 2021, and to instruct Executive Body of the Company to take measures to implement recommendations provided by external (independent) auditor.

9. Election of the external auditor (auditing firm) of the Company.

Draft decision:

To elect external auditor of “BDO” LLC to conduct mandatory audit of the Company's financial statements for 2022, management report for 2022 and corporate management report for 2022, to approve terms of contract to be concluded with it, to establish amount of payment for its services in amount of 845 thous. hryivn., excluding VAT.

10. Making decision on choosing (replacing) depository institution, approving terms of contract to be concluded with it, establishing amount of payment for its services.

Draft decision No. 1:

1. Select (replace) depository institution - JSC “TASCOMBANK” to provide depository services to the Company, approve terms of the contract on opening accounts in securities of owners, which will be concluded with it, setting amount of payment for its services according to tariffs in effect in depository institution.

2. To authorize Deputy General Director Nesterenko D.M. for signing of the contract on opening accounts in securities of owners with JSC “TASCOMBANK”, and other necessary documents.

Draft decision No. 2:

1. Select (replace) depository institution - JSC “UKRGASBANK” to provide depository services to the Company, approve the terms of the contract for maintenance of accounts in the securities of the owners, which will be concluded with it, setting the amount of payment for its services according to the tariffs in effect in the depository institution.

2. To authorize Deputy General Director Nesterenko D.M. for signing of contract on maintenance of accounts in securities of owners with JSC “UKRGASBANK” and other necessary documents.

11. Adoption of decision to grant preliminary consent to execution of significant transactions with “Eurasian Energy Corporation” Joint Stock Company (Republic of Kazakhstan) regarding reconstruction of turbine and generator equipment of power units No. 7-8 of “Aksu” TPP.

Draft decision No. 1:

1. To adopt decision on preliminary granting of consent to commit by the Company in course of current economic activity, but not more than one year from the date of this Extraordinary General Meeting, significant transactions, maximum aggregate market value of which does not exceed 50% of value of the Company's assets according to the latest annual financial statements of the Company, namely:

- conclusion of contracts (agreements) by the Company with “Eurasian Energy Corporation” Joint Stock Company ("Еуроазиаттык энергетикалык корпорациясы" АК) (Republic of Kazakhstan) regarding performance of works by the Company and sale of products of its own production by the Company, namely:

• reconstruction of turbine equipment of power unit No. 8 of “Aksu” TPP, with marginal total cost of 18.5 million US dollars;

• reconstruction of generator equipment of power unit No. 8 of “Aksu” TPP, with marginal total cost of 10.5 million US dollars;

• reconstruction of turbine equipment of power unit No. 7 of “Aksu” TPP, with marginal total cost of 34.00 million US dollars;

• reconstruction of generator equipment of power unit No. 7 of TPP "Aksu", with marginal total cost of 16.00 million US dollars.

2. Authorize General Director of the Company (with the right of delegation by issuing a power of attorney) to conclude and sign specified contract(s) (agreement(s)) with “Eurasian Energy Corporation” JSC (Republic of Kazakhstan).

3. To make a decision on preliminary granting of consent for the Company to commit in course of its current economic activity, but not more than within one year from the date of holding these Extraordinary General Meeting, transactions, namely regarding:

• obtaining bank guarantee for return of advance payment in amount of 20% of cost of equipment, estimated amount of the guarantee is 3.7 million US dollars, under contract with “Eurasian Energy Corporation” JSC for reconstruction of turbine equipment of power unit No. 8 of “Aksu” TPP;

• obtaining bank guarantee to ensure fulfillment of obligations in amount of 10% of total value of contract, estimated amount of guarantee is 1.85 million US dollars, under the contract with “Eurasian Energy Corporation” JSC for reconstruction of turbine equipment of power unit No. 8 of “Aksu” TPP;

• obtaining bank guarantee for return of advance payment in amount of 20% of cost of equipment, estimated amount of the guarantee is 2.1 million US dollars, under contract with “Eurasian Energy Corporation” JSC for reconstruction of generator equipment of power unit No. 8 of “Aksu” TPP,

• obtaining bank guarantee for fulfillment of obligations in amount of 10% of total value of the contract, estimated amount of guarantee is 1.05 million US dollars under contract with “Eurasian Energy Corporation” JSC for reconstruction of generator equipment of power unit No. 8 of “Aksu” TPP,

• obtaining bank guarantee for return of advance payment in amount of 20% of cost of equipment, estimated amount of guarantee is 6.8 million US dollars under the contract with “Eurasian Energy Corporation” JSC for reconstruction of turbine equipment of power unit No. 7 of “Aksu” TPP,

• obtaining bank guarantee to ensure fulfillment of obligations in amount of 10% of total value of the contract, estimated amount of guarantee is 3.4 million US dollars under contract with “Eurasian Energy Corporation” JSC for reconstruction of turbine equipment of power unit No. 7 of “Aksu” TPP,

• obtaining bank guarantee for return of advance payment in amount of 20% of cost of equipment, estimated amount of guarantee is 3.2 million US dollars under the contract with “Eurasian Energy Corporation” JSC for reconstruction of generating equipment of power unit No. 7 of “Aksu” TPP,

• bank guarantee to ensure fulfillment of obligations in amount of 10% of total value of the contract, estimated amount of guarantee is 1.6 million US dollars, under the contract with “Eurasian Energy Corporation” JSC for reconstruction of generator equipment of power unit No. 7 of “Aksu” TPP.

4. To authorize Deputy General Director Budarin O.S. for obtaining bank guarantees, concluding and signing guarantee agreements with banks, annexes and additional agreements/contracts to it, as well as other documents necessary for issuing bank guarantees, with the right to determine terms of such transactions at his own discretion.

12. Adoption of decision to grant preliminary consent to execution of significant transactions with Limited Liability Company “Ekibastuz GRES-1 named after Bulat Nurzhanov” (Republic of Kazakhstan) regarding modernization of turbine and generator equipment of power unit No. 3.

Draft decision:

1. To adopt decision on preliminary granting of consent for the Company to commit, in course of current economic activity, but not more than one year from the date of this Extraordinary General Meeting, significant transactions, maximum aggregate market value of which does not exceed 25% of value of the Company's assets according to the latest annual financial statements of the Company, namely:

- conclusion of contracts (agreements) by the Company with Limited Liability Company “Ekibastuz GRES-1 named after Bulat Nurzhanov” (“Болат Нұржанов атындағы Екібастұз 1-МАЭС” жаупкершілігі шектеулі серіктестігі) (Republic of Kazakhstan) regarding implementation of works by the Company and sale of products of its own production by the Company, namely on:

• modernization of turbine equipment of power unit No. 3, with marginal total cost of 36.00 million US dollars;

• modernization of generating equipment of power unit No. 3, with marginal total cost of 16.00 million US dollars.

2. Authorize General Director of the Company (with the right of delegation by issuing power of attorney) to conclude and sign specified contract(s) (agreement(s)) with Limited Liability Company “Ekibastuz GRES-1 named after Bulat Nurzhanov” (Republic of Kazakhstan).

13. Adoption of decision to grant preliminary consent to execution of transactions, namely, obtaining bank guarantees for fulfillment of terms of the contract with the Company UETM-TPS Electricals (India) Limited.

Draft decision:

obtaining from bank guarantees for performance of the contract with the Company UETM-TPS Electricals (India) Limited in amount of 10% of value of such contract.

2. To authorize Deputy General Director Budarin O.S. for obtaining bank guarantees, concluding and signing guarantee agreements with banks, annexes and additional agreements/contracts to it, as well as other documents necessary for issuing bank guarantees, with the right to determine terms of such transactions at his own discretion.

14. Adoption of decision on approval of transactions and approval of its conditions, which were concluded between the Company, primary insurer - PRIVATE JOINT STOCK COMPANY “INSURANCE COMPANY “ALLIANS” (USREOU 32495221) and new insurer - PRIVATE JOINT STOCK COMPANY “INSURANCE COMPANY “ULTRA ALLIANCE” (USREOU 33152597).

Draft decision:

To make decision on approval of transactions and approval of its conditions, which were concluded between the Company, primary insurer - PRIVATE JOINT STOCK COMPANY “INSURANCE COMPANY “ALLIANS” (USREOU 32495221) and new insurer - PRIVATE JOINT STOCK COMPANY “INSURANCE COMPANY “ULTRA ALLIANCE” (USREOU 33152597), namely:

- agreement on replacement of the Insurer under the contract of voluntary insurance of construction and installation works and voluntary third-party liability insurance No. 21.17838.03 dated 31 May 2017;

15. Adoption of decision on the approval of significant transactions and approval of its conditions, which were concluded by the Company with Joint Stock Company “The State Export-Import Bank of Ukraine”.

Draft decision:

To make decision on the approval of significant transactions and the approval of their conditions, which were concluded by the Company with Joint Stock Company “The State Export-Import Bank of Ukraine”, namely:

- Additional agreement No. 20-1KN0001-0003 dated 01.10.2021 to credit agreement No. 20-1KN0001 dated 22.06.2020;

- Additional agreement No. 20-1KN0001-0004 dated 01.12.2021 to credit agreement No. 20-1KN0001 dated 22.06.2020;

- Additional agreement No. 20-1KN0001-0005 dated 04.02.2022 to credit agreement No. 20-1KN0001 dated 22.06.2020.

16. Adopting decision on approving transactions and approving its conditions, which were concluded by the Company with JOINT STOCK COMPANY “TASCOMBANK”.

Draft decision:

To make decision on approving transactions and approving its conditions, which were concluded by the Company with JOINT STOCK COMPANY “TASCOMBANK”, namely:

- General agreement on provision of bank guarantees No. HI 3086 dated 11.10.2022;

- Agreement No. 1 dated 11.10.2022 on amendments and additions to General Agreement on provision of bank guarantees No. HI 3086 dated 11.10.2022 (regarding calculation of interest on coverage account);

- Pledge of property rights agreement No. HI 10991 dated 11.10.2022.

17. Adoption of decision on granting preliminary consent to execution of transactions, namely obtaining bank guarantees for fulfillment of terms of Contractual Agreements with Private Joint Stock Company “Ukrhydroenergo”.

Draft decision:

1. To make decision on preliminary granting of consent for the Company to commit in course of its current economic activity, but not more than within one year from the date of holding of these Extraordinary General Meeting, transactions, namely receipt of guarantees from JSC “TASCOMBANK” and conclusion of relevant agreements on provision of guarantees and others necessary for obtaining guarantees, contracts and documents, namely:

• under the Contract No. UHE/TKRE/С/8-17 dated 14.03.2019, “Rehabilitation of Kaplan Units at Kremenchug HPP” with PJSC “Ukrhydroenergo”:

- for advance payment return for manufactured equipment in amount of 108 866 672.52 hryivn., valid until 10.05.2025;

- for advance payment return for installation services in amount of 5 471 040.84 hryvn., valid until 10.05.2025;

- performance guarantee in amount of 127 955 747.28 hryivn., valid until 8.05.2027.

• under the Contract No. UHE/TKAP3/C/4-14 dated 22.11.2017, “Rehabilitation of two (2) hydro-units (KAPLAN turbines and generators) at DNIPRO-2 Hydro Power Plant” with PrJSC “Ukrhydroenergo”:

- for advance payment return for manufactured equipment in amount of 16 227 666.48 hryivn., valid until 28.02.2024;

- for advance payment return for installation services in amount of 4 628 976.72 hryivn., valid until 28.02.2024;

- performance guarantee in amount of 74 060 201.64 hryivn., valid until 22.01.2026.

2. To make decision on granting consent, in order to ensure the Company's obligations under agreements on provision of bank guarantees, which will be concluded with JSC “TASCOMBANK” in accordance with this minutes of meeting:

- for transfer as pledge of property rights, claims of funds belonging to the Company, according to the contracts concluded by it; placement of monetary coverage on terms and conditions as required by the Bank, without additional approval, approval of such actions by the higher management body of the Company.

3. To grant Deputy General Director Budarin Oleksiy Serhiyevich or person performing his duties, or another person authorized to do so by power of attorney issued by General Director of the Company, the authority to place cash cover, conclude and sign, on behalf of the Company, contracts on provision of bank guarantees with JSC “TASCOMBANK”, property rights pledge agreements, monetary claims and all other documents, including Applications on provision of guarantees necessary for obtaining guarantees, additional agreements/agreements on amendments and additions to agreements on provision of bank guarantees, property rights pledge agreements cash requirements that may be entered into in the future, after signing agreements on provision of bank guarantees, including agreements on termination of concluded agreements, on behalf of the Company; with determination of subject, price, term and other conditions (including essential) of these contracts (term of validity of the contract, amount of the contract, etc.) and changes, additions to it at his/her own discretion without additional agreement, approval and approval of terms of such agreements (amendments/additions) by other authorized bodies of the Company, as well as to authorize him to sign on behalf of the Company any documents necessary for obtaining guarantees and issuing collateral.

18. Making decision on approving transactions and approving its conditions.

Draft decision:

Adopt decision on approving transactions with JSC “TASCOMBANK” and approving its conditions, namely:

• Agreements on the provision of a guarantee for the purpose of securing obligations under Contract No. UHE/TKRE/С/8-17 dated 14.03.2019, “Rehabilitation of Kaplan Units at Kremenchug HPP” with PJSC “Ukrhydroenergo”, namely:

- bank guarantee for advance payment return for manufactured equipment in amount of 108 866 672.52 hryivn., valid until 10.05.2025;

- bank guarantee for advance payment return for installation services in amount of 5 471 040.84 hryivn.;

- performance bank guarantee in amount of 127 955 747.28 hryivn.

19. Making decision on approving transactions and approving its conditions.

Draft decision:

Adopt decision on approving transactions with JSC “TASCOMBANK” and approving its conditions, namely:

• Agreements on provision of guarantee for the purpose of securing obligations under the Contract No. UHE/TKAP3/C/4-14 dated 22.11.2017, “Rehabilitation of two (2) hydro-units (KAPLAN turbines and generators) at DNIPRO-2 Hydro Power Plant” with PJSC “Ukrhydroenergo”, namely:

- bank guarantee for advance payment return for manufactured equipment in amount of 16 227 666.48 hryivn.;

- bank guarantee for advance payment return for installation services in amount of 4 628 976.72 hryivn.;

- performance bank guarantee in amount of 74 060 201.64 hryivn.

20. Adoption of decision on granting preliminary consent to execution of transactions, namely obtaining bank guarantees for fulfillment of terms of Contractual Agreements with Private Joint Stock Company “Ukrhydroenergo”.

Draft decision:

1. To make decision on preliminary granting of consent for the Company to commit in course of current economic activity, but not more than one year from the date of this Extraordinary General Meeting, transactions, namely receipt of guarantees from JSC “BANK ALLIANCE” and conclusion of relevant agreements on provision guarantees and others necessary for obtaining guarantees, contracts and documents, namely:

• the Contract No. UHE/TKRE/С/8-17 dated 14.03.2019, “Rehabilitation of Kaplan Units at Kremenchug HPP” with PJSC “Ukrhydroenergo”:

- bank guarantee for advance payment return for manufactured equipment in amount of 108 866 672.52 hryivn., valid until 10.05.2025;

- bank guarantee for advance payment return for installation services in amount of 5 471 040.84 hryivn., valid until 10.05.2025;

- performance bank guarantee in amount of 127 955 747.28 hryivn., valid until 8.05.2027.

• According to the Contract No. UHE/TKAP3/C/4-14 dated 22.11.2017, “Rehabilitation of two (2) hydro-units (KAPLAN turbines and generators) at DNIPRO-2 Hydro Power Plant” with PrJSC “Ukrhydroenergo”:

- bank guarantee for advance payment return for manufactured equipment in amount of 16 227 666.48 hryivn. valid until 28.02.2024;

- bank guarantee for advance payment return for installation services in amount of 4 628 976.72 hryivn., valid until 28.02.2024;

- performance bank guarantee in amount of 74 060 201.64 hryivn., valid until 22.01.2026.

2. To make decision on granting consent, in order to ensure the Company's obligations under agreements on provision of bank guarantees, which will be concluded with JSC “BANK ALLIANCE” in accordance with this minutes of meeting:

3. To grant Deputy General Director Budarin Oleksiy Serhiyevich or person performing his duties, or another person authorized to do so by power of attorney issued by General Director of the Company, the authority to place cash cover, conclude and sign, on behalf of the Company, contracts on provision of bank guarantees with JSC “BANK ALLIANCE”, property rights pledge agreements, cash claims and all other documents, including Applications on provision of guarantees necessary for obtaining guarantees, additional agreements/agreements on amendments and additions to agreements on provision of bank guarantees, property pledge agreements right to demand funds that may be entered into in future, after signing agreements on provision of bank guarantees, including agreements on termination of concluded agreements, on behalf of the Company; with determination of subject, price, term and other conditions (including essential) of these contracts (term of validity of the contract, amount of the contract, etc.) and changes, additions to it at his/her own discretion without additional agreement, approval and approval of terms of such agreements (amendments/additions) by other authorized bodies of the Company, as well as to authorize him to sign on behalf of the Company any documents necessary for obtaining guarantees and issuing collateral.

21. Making decision on approving transactions and approving its conditions.

Draft decision:

Adopt decision on approving transactions with JSC “BANK ALLIANCE” and approving its conditions, namely:

• Agreements on provision of guarantee for the purpose of securing obligations under the Contract No. UHE/TKRE/С/8-17 dated 14.03.2019, “Rehabilitation of Kaplan Units at Kremenchug HPP” with PJSC “Ukrhydroenergo”, namely:

- bank guarantee for advance payment return for manufactured equipment in amount of 108 866 672.52 hryivn., valid until 10.05.2025;

- bank guarantee for advance payment return for installation services in amount of 5 471 040.84 hryivn.;

- performance bank guarantee in amount of 127 955 747.28 hryivn.

22. Making decision on approving transactions and approving its conditions.

Draft decision:

Adopt decision on approving transactions with JSC “BANK ALLIANCE” and approving its conditions, namely:

• Agreements on provision of a guarantee for the purpose of securing obligations under the Contract No. UHE/TKAP3/C/4-14 dated 22.11.2017, “Rehabilitation of two (2) hydro-units (KAPLAN turbines and generators) at DNIPRO-2 Hydro Power Plant” with PJSC "Ukrhydroenergo", namely:

- bank guarantee for advance payment return for manufactured equipment in amount of 16 227 666.48 hryivn.;

- bank guarantee for advance payment return for installation services in amount of 4 628 976.72 hryivn.;

- performance bank guarantee in amount of 74 060 201.64 hryivn.

23. Adoption of a decision to grant preliminary consent to the execution of a deed, namely conclusion of a land lease agreement.

Draft decision:

1. To adopt decision on preliminary granting of consent for the Company to execute, within one year from the date of this Extraordinary General Meeting, transaction, namely, conclusion of land lease agreement by the Company at address: Kharkiv, str. Kamysheva Ivana, 26, cadastral number 6310137500:02:045:0004, with total area of 2.2719 hectares, for construction and maintenance of physical culture and sports facilities, with payment of rent in amount of up to 3% per year of amount of normative monetary assessment land plot according to decision of Kharkiv City Council.

2. Authorize General Director of the Company (with the right of delegation by issuing power of attorney) to conclude and sign land lease agreement.

24. Adoption of decision on granting preliminary consent to execution of transactions, namely conclusion of additional agreements to lease agreements.

Draft decision:

1. Adopt decision on granting preliminary consent to the Company's execution of transactions, namely conclusion of additional agreements with the Company's Tenants to lease agreements No. 1/20 dated 01.06.2020, No. 2/20 dated 01.11.2020, No. 1/21 dated 09.03.2021, No. 2/21 dated 09.03.2021, No. 3/21 dated 09.03.2021, No. 4/21 dated 09.03.2021, No. 5/21 dated 09.03.2021, No. 6/21 dated 09.03.2021, No. 7/21 dated 05.10.2021, No. 8/21 dated 05.10.2021, No. 9/21 dated 05.10.2021, No. 10/21 dated 05.10.2021.

2. Authorize General Director of the Company (with the right of delegation by issuing power of attorney) to conclude and sign additional agreements to lease agreements with the Company's Tenants and other necessary documents.

25. Adopting decision on selection of property appraiser of “UKRAINIAN ENERGY MACHINES” Joint stock company and approving terms of the contract to be concluded with him, establishing amount of payment for his services.

Draft decision:

1) Choose LIMITED LIABILITY COMPANY INTELLECT SOLUTIONS, USREOU code: 36202755, as real estate appraiser of the Company, approve terms of the contract for provision of independent appraisal services to be concluded with this appraiser, setting amount of payment for its services in amount of 95 000.00 (ninety five thousand) hryivn., excluding VAT.

2) Authorize Deputy General Director Budarin O.S. for signing of the contract on provision of independent evaluation services with LLC “INTELLECT SOLUTIONS” and other necessary documents.

26. Adoption of decision on granting preliminary consent to execution of transactions, namely obtaining bank guarantees for conclusion of contract with “Kozloduy NPP” EAD (Kozloduy, Republic of Bulgaria).

Draft decision:

1. To make decision on preliminary granting of consent for the Company to commit in course of its current economic activity, but no more than within one year from date of holding these Extraordinary General Meetings, transactions, namely, receiving from bank:

- guarantees for advance payment return in amount of 20% of value of the contract to be concluded with “Kozloduy NPP” EAD (Kozloduy, Republic of Bulgaria), that is about 168 798.40 Euros;

- performance guarantees in amount of 5% of value of such contract, to be concluded with “Kozloduy NPP” EAD (Kozloduy, Republic of Bulgaria), that is about 42 199.60 Euros.

27. Adoption of decision on granting preliminary consent to execution of transaction, namely obtaining bank guarantee for concluding contract with SE NNEGC “Energoatom”.

Draft decision:

1. To make decision on preliminary granting of consent for the Company in course of its current economic activity, but not more than within one year from the date of this Extraordinary General Meeting, transaction, namely obtaining guarantee from bank to ensure return of advance payment in amount of 30% of value of contract that will be concluded with SE NNEGC “Energoatom”, that is about 2 430 324.00 hryivn.

2. To authorize Deputy General Director Budarin O.S. to obtain bank guarantee, conclude and sign guarantee agreement with bank, appendices and additional agreements/contracts to it, as well as other documents necessary for issuing bank guarantee, with the right to determine terms of such transactions at his own discretion.

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