Minutes of 05.04.2012 №147

MINUTES No. 147

OF THE BOARD OF DIRECTORS MEETING

 

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

   April 4, 2012, 6.00 p.m.

   (Moscow time)

Minutes dated:

   April 05, 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. M. Zimin,

 

   B. Yu. Kovalchuk,

 

   V. V. Kudryavy,

 

   G. M. Kurtser,

 

   V. Yu. Lebedev,

 

   A. B. Malyshev,

 

   M. I. Poluboyarinov,

 

   V. V. Tatsy,

 

   R. R. Sharipov

 

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. Review of proposals made by the Company's shareholders for candidate nominees to the management and control bodies of JSC RusHydro.

2. Review of proposals made by the shareholders regarding the introduction of new Matters to the agenda of annual General Shareholders' Meeting of
JSC RusHydro.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1: Review of proposals made by the Company's shareholders for candidate nominees to the management and control bodies of JSC RusHydro.

 

Decision:

1. To include the following in the list of candidates standing for election to the Company's Board of Directors at the Annual General Shareholders' Meeting of the Company according to the results of 2011:

 

No.

A candidate proposed by a shareholder (-s) to be included on the list of candidates to be voted for to elect the Board of Directors of the Company

Position, occupation of a candidate proposed by a shareholder (-s)[1] to be included on the list of candidates to be voted for to elect the Board of Directors of the Company

Name of a shareholder (-s) that proposed a candidate to be included into the list of candidates to be voted for to elect the Board of Directors of the Company

Number of the Company's voting shares owned by a shareholder[2] (-s) (in % of AC)

1.

Boris Ilyich Ayuev

Chairman of the Management Board, JSC SO UES

The Russian Federation represented by the Federal Property Management Agency (Rosimushches-tvo)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

60.38

 

2.

Evgeny Vyacheslavovich Dod

Chairman of the Management Board, JSC RusHydro

3.

Victor Mikhailovich Zimin

Head of the Republic of Khakassia - Chairman of the Government of the Republic of Khakassia

4.

Boris Yuryevich Kovalchuk

Chairman of the Management Board, JSC INTER RAO UES

5.

Grigory Markovich Kurtser

President, JSC Russian Regional Development Bank

6.

Andrey Borisovich Malyshev

Deputy general director, JSC Rosnano

7.

Vladimir Vitalyevich Tatsiy

First Vice President, JSC Gazprombank

8.

Evgeny Aleksandrovich Tugolukov

Member of the 5th State Duma

9.

Rashid Ravelevich Sharipov

Deputy General Director,
LLC KFK-Consult

10.

Mikhail Evgenyevich Shelkov

Deputy General Director, Combined Investments LLC

11.

Sergey Vladimirovich Shishin

Senior Vice President, JSC VTB Bank

12.

Eduard Petrovich Volkov

General Director, JSC G.M Krzhizhanovsky Institute of Energy

 JSC Hydroinvest, Index of Energy - HydroOGK Limited, EZOP Limited

2.61

13.

Viktor Ivanovich Danilov-Danilyan

Director, Institute of Water Problems of RAS (Russian Academy of Science)

14.

Mikhail Igorevich Poluboyarinov

Deputy Chairman of the Management Board, Vnesheconombank

 

2. To include the following in the list of candidates standing for election to the Company's Audit Commission (at the Annual General Shareholders' Meeting of the Company according to the results of 2011):

 

No.

A candidate proposed by a shareholder (-s) to be included on the list of candidates to be voted for to elect the Audit Commission of the Company

Position, occupation of a candidate[3] proposed by a shareholder (-s) to be included on the list of candidates to be voted for to elect the Audit Commission of the Company

Name of a shareholder (-s) that proposed a candidate to be included into the list of candidates to be voted for to elect the Audit Commission of the Company

Number of the Company's voting shares owned by a shareholder [4] (-s)

(in % of AC)

1.

Adelya Iskanderovna Vyaseleva

Deputy Head, Department of the Ministry of Economic Development and Trade of the Russian Federation

The Russian Federation represented by the Federal Property Management Agency (Rosimushches-tvo)

 

60.38

 

2.

Dmitry Mikhailovich Gorevoy

Head of the Department, Ministry of Economic Development and Trade of the Russian Federation

 

3.

Anna Valeryevna Drokova

Deputy Head, Management Department of The Federal Property Management Agency (Rosimushchestvo)

4.

Elena Yuryevna Litvina

Head of the Management Department of The Federal Property Management Agency (Rosimushchestvo)

5.

Alan Fedorovich Khadziev

Head of the Department, Ministry of Energy of the Russian Federation

 

Voting results:

"For" - 12 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 2: Review of proposals made by the shareholders regarding the introduction of new Matters on the agenda of the annual General Shareholders' Meeting of
JSC RusHydro.

 

Decision:

Accept a company shareholder proposal submitted by the Russian Federation represented by the Federal Property Management Agency - holding 60.38 per cent of the Company's voting shares[5], to include the following Matters on the agenda of the annual General Shareholders' Meeting following the results of 2011:

 

No.

 

Motion wording proposed by a shareholder

Motion wording proposed by a shareholder

1.

Approval the Company's annual statements

Not submitted

2.

Approval of annual accounting statements including profit and loss statements (profit and loss accounts) of the Company

Not submitted

3.

Approval of the Company's profit to be distributed according to the results of 2011

Not submitted

4.

Size, terms and method of dividend payout according to the results of 2011

Not submitted

5.

Payment of remuneration to members of the Board of Directors (Supervisory Board) being non-state officials to the amount provided for by the Company's internal documents

Not submitted

6.

Election of members to the Board of Directors (Supervisory Board) of the Company

Not submitted

7.

Election of members to the Audit Commission (auditor) of the Company

Not submitted

8.

Approval of the Company's auditor

Not submitted

 

Voting results:

"For" - 12 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova



[1] Position, place of employment of the candidate on the day of nomination.

[2] Number of the Company's voting shares owned by a shareholder on the day of nomination.

 

[3] Position, place of employment of the candidate on the day of nomination.

[4] Number of the Company's voting shares owned by a shareholder on the day of nomination.

 

[5] Number of the Company's voting shares owned by a shareholder on the day of nomination.

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