Minutes of 05.05.2012 №150

MINUTES No. 150

OF THE BOARD OF DIRECTORS MEETING

 

Date and time of the Board of Directors Meeting (date and time of vote counting):  

   May 3, 2012, 6.00 p.m.

   (Moscow time)

Minutes dated:

   May 5, 2012

 

Form of vote:            

   absentee vote

 Site of vote counting:          

   Moscow, Arkhitektora Vlasova Str., 51

 

Number of elected members to the Board of Directors:

   13

Members of the Board of Directors,

present at meeting:

 

 

   S. S. Beloborodov,

   V. I. Danilov-Danilyan,

 

   E. V. Dod,

 

   V. V. Kudryavy,

 

   G. M. Kurtser,

 

   M. I. Poluboyarinov,

 

   V. V. Tatsy,

 

   S. V. Shishin

 

 

 In compliance with the Federal Law on Joint-Stock Companies and the Company's Articles of Association there is a quorum for a Board of Directors meeting present.

 

AGENDA OF THE MEETING:

 

1. Approval of the agenda of the Annual General Shareholders' Meeting of the company.

2. Preliminary approval of the annual report of the Company for 2011.

3. Consideration of annual accounting statements including profit and loss statement of the Company for 2011.

4. Recommendations to the Annual General Shareholders' Meeting on the following issue: Distribution of profits (including payment (announcement) of dividends) and losses of the Company according to the results of financial year 2011.

5. Recommendations on the Company's auditor.

6. Agreement of amount of payment for the Company auditor's services.

7. Recommendations to the General Meeting of the Company on the following issue: Payment of remuneration to the members of the Board of Directors of the Company.

8. Recommendations to the General Shareholders' Meeting of the company on the following issue: Approval of Articles of Association of the Company as amended.

9. Recommendations to the General Shareholders' Meeting of the company on the following issue: Approval of the Provision on the procedure for Calling and Holding the company's General Shareholders' Meetings as amended.

10.Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of contract for insurance against liability and financial risks of Directors, Executive Officers and the Company concluded between JSC RusHydro and OJSIC Ingosstrakh representing an interested-party transaction.

11. Issues related to the calling, preparing and holding the Annual General Shareholders' Meeting of the Company.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1: Approval of the agenda of the Annual General Shareholders' Meeting of the company.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 2: Preliminary approval of the annual report of the company for 2011.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 3: Consideration of annual accounting statements including profit and loss statement of the Company for 2011.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 4: Recommendations to the Annual General Shareholders' Meeting on the following issue: Distribution of profits (including payment (announcement) of dividends) and losses of the Company according to the results of financial year 2011.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 5: Recommendations on the company's auditor.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 6: Agreement of amount of payment for the Company auditor's services.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 7: Recommendations to the General Meeting of the Company on the following issue: Payment of remuneration to the members of the Board of Directors of the Company.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 8: Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of Articles of Association of the Company as amended.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 9: Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of the Provision on the Procedure for calling and holding the Company's Board of Directors Meetings as amended.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 10: Recommendations to the General Shareholders' Meeting of the Company on the following issue: Approval of contract for insurance against liability and financial risks of Directors, Executive Officers and the Company concluded between JSC RusHydro and OJSIC Ingosstrakh representing an interested-party transaction.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 11: Issues related to the calling, preparing and holding the Annual General Shareholders' Meeting of the company.

 

Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

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