Minutes of 20.03.2013 №176

MINUTES No.176

BOARD OF DIRECTORS MEETING


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

20 March 2013, 18:00

(Moscow time)

Date of minutes:

20 March 2013

Format:

vote by correspondence

Place of vote counting:

7 Malaya Dmitrovka St., Moscow,

RusHydro JSC

Number of elected members of the Board of Directors:

13

Members of the Board of Directors attended the meeting:

Ayuyev B.I.;

Danilov-Danilyan V.I.;

Dod E.V.;

Zimin V.M.;

Malyshev A.B.;

Poluboyarinov M.I.;

Tugolukov E.A.

In accordance with the Federal Law on Joint-Stock Companies and the Company's Charter a quorum for a meeting of the Board of Directors is available.


MEETING AGENDA:


  1. Review of nominations to the JSC RusHydro Board of Directors from the Company's shareholders.
  2. Preparation for RusHydro's extraordinary General Meeting.


RESULTS OF THE VOTE ON THE AGENDA ITEMS:


Item 1: Review of nominations to the JSC RusHydro Board of Directors from the Company's shareholders.


Resolution:

Include the following nominees to the Company's Board of Directors to be voted on at the Company's extraordinary General Meeting to be held on 19 April 2013 in list of nominees:


No.

Candidate proposed by shareholder(s) for the list of nominees to the Company's Board of Directors to be voted on

Job title and employer of the candidate[1]proposed by shareholder(s) for the list of nominees to the Company's Board of Directors to be voted on

Name of the shareholder(s) to have proposed the candidate for the list of nominees to the Company's Board of Directors to be voted on

Number of the Company's voting shares held by the shareholder[2] (s)

(as a percentage of equity)

1.

Ayuyev Boris Ilyich

Chairman of the management board, JSC SO UES

Russian Federation as represented by Federal Asset Management Agency

/

JSC Gidroinvest, LLC Index Energetiki – GidroOGK, LLC EZOP

67.12

/

2.15

2.

Danilov-Danilyan Viktor Ivanovich

Director, Water Problems Institute, Russian Academy of Sciences

3.

Dod Evgeny Vyacheslavovich

Chairman of the management board, JSC RusHydro

4.

Zimin Viktor Mikhailovich

Head of the Republic of Khakassia

5.

Morozov Denis Stanislavovich

Director for the Russian Federation on the board of directors of the European Bank for Reconstruction and Development EBRD

6.

Pivovarov Vyacheslav Viktorovich

General director, Altera Capital

7.

Poluboyarinov Mikhail Igorevich

Board member and first deputy chair of Vneshekonombank

8.

Pfaffenbach Berndt

-

9.

Stolyarenko Vladimir Mikhailovich

Chairman of the management board, JSC AKB Eurofinance-Mosnarbank

10.

Volkov Eduard Petrovich

General director, JSC ENIN

JSC Gidroinvest, LLC Index Energetiki – GidroOGK, LLC EZOP

2.15

11.

Gubin Ilya Nikolayevich

President, member of the Board of Directors, CJSC AKB Novikombank

12.

Kudryavy Viktor Vasilyevich

Adviser to President, CJSC EVROTSEMENT group

13.

Nozdrachev Denis Aleksandrovich

President, chairman of the management board, JSC AKB Svyaz-Bank

Voting result:

For – 6 (Danilov-Danilyan V.I.; Dod E.V.; Zimin V.M.; Malyshev A.B.; Poluboyarinov M.I.; Tugolukov E.A.).

Against – 0.

Abstain – 1 (Ayuyev B.I.).

Resolution carried.



Item 2: Preparation for RusHydro's extraordinary General Meeting.


2.1. Recommendations to the Company's extraordinary General Meeting regarding the item “Early termination of RusHydro Board of Directors”.


Resolution:

Recommend that the extraordinary General Meeting of the Company adopt the following resolution:

“Terminate early the JSC RusHydro Board of Directors elected by the annual General Meeting 29 June 2012.”


Voting result:

For – 6 (Danilov-Danilyan V.I.; Dod, E.V.; Zimin V.M.; Malyshev A.B.; Poluboyarinov M.I.; Tugolukov E.A.).

Against – 0.

Abstain – 1 (Ayuyev B.I.).

Resolution carried.


2.2. Approval of the format and text of the form for voting at the extraordinary General Meeting of Company.


Resolution:

Approve the format and text of the form for voting at the extraordinary General Meeting of Company to be held by physical attendance 19 April 2013 (Appendix 1 to the minutes).


Voting result:

For – 6 (Danilov-Danilyan V.I.; Dod, E.V.; Zimin V.M.; Malyshev A.B.; Poluboyarinov M.I.; Tugolukov E.A.).

Against – 0.

Abstain – 1 (Ayuyev B.I.).

Resolution carried.






Chair of the meeting,

Deputy Chairman of the Board of Directors                         V.I. Danilov-Danilyan


Corporate secretary                                                        M.M. Lukyanovа



[1] Candidate's job title and employer as of the date of nomination.

[2] Number of the Company's voting shares held by the shareholder as of the date of nomination.

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