Minutes of 01.04.2013 №177

MINUTES NO. 177

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and Time of the Meeting of the Board of Directors (date and time of summarizing voting results):

March 29, 2013, 5:00 p.m.

(Moscow Time)

Date of Execution of the Minutes:

April 1, 2013

Form of the Meeting:

Absentee voting

Venue of summarizing voting results:

7, Malaya Dmitrovka Street, Moscow,

JSC RusHydro

Number of elected members of the Board of Directors:

13 members

Members of the Board of Directors, who participated in the Meeting:

B.I. Ayuev,

V.I. Danilov-Danilyan,

E.V. Dod,

V.M. Zimin,

A.B. Malyshev,

M.I. Poluboyarinov,

E.A. Tugolukov

Pursuant to the Federal Law “On Joint-Stock Companies” and Company’s Articles of Association, the quorum for the Meeting of the Board of Directors is present.


AGENDA OF THE MEETING:


  1. On determination of the Company’s attitude (attitude of representatives of the Company) to the items on the agendas of meetings of boards of directors and general meetings of shareholders of Company’s subsidiaries and affiliates.
  2. On consideration of the Report on the Activities of the Company’s Management Board in 2012.
  3. On the Report on the implementation of the Complex Infrastructure Development Program for Cheremushki urban-type settlement for 2010-2014 in 2012.
  4. On approval of the Report on Insurance Coverage for JSC RusHydro in 2012.
  5. On approval of internal documents: On approval of the Social Policy of JSC RusHydro.
  6. On creation of Scientific and Technological Development Fund.
  7. On the Report on Implementation of the Program of Company’s Charitable and Sponsorship Activities in 2012.
  8. On the Program of Company’s Charitable and Sponsorship Activities in 2013.
  9. On approval of the Report on Company’s Achievement of KPIs for the 4th quarter of 2012 and 2012.
  10. On fulfillment of the Business Plan of JSC RusHydro for 2012 (including the Report on Implementation of the Investment Program and the Complex Modernization Program for Generating Facilities for 2012).
  11. On Company’s Business Plan for 2013-2017. 


VOTING RESULTS ON AGENDA ITEMS:


Item 1: On determination of the Company’s attitude (attitude of representatives of the Company) to the items on the agendas of meetings of boards of directors and general meetings of shareholders of Company’s subsidiaries and affiliates:

1.1. On determination of the Company’s attitude (attitude of representatives of the Company) to the items on the agendas of meetings of corporate bodies of JSC Pavlodolskaya HPP “On approval of major transaction for disposal of property representing fixed assets, which are used for the production of electric energy by JSC Pavlodolskaya HPP”.


Resolution:

To instruct representatives of JSC RusHydro, who are members of corporate bodies of JSC Pavlodolskaya HPP, to vote AFFIRMATIVELY for the following resolution:

To approve the Agreement for the Purchase and Sale of Real and Moveable Property of JSC Pavlodolskaya HPP as a major transaction under the following material terms:

Parties:

Seller: JSC Pavlodolskaya HPP;

Buyer: JSC RusHydro.

Scope of the Agreement:

The Seller shall transfer to the Buyer, and the Buyer shall accept and pay for the real and moveable property (hereinafter referred to as the “Property”) in accordance with Schedule No. 1 to these Minutes.

Property Price:

The price for Property shall be seven million seven hundred ninety-two thousand seven hundred and twenty (7,792,720) rubles, including 18% VAT in the amount of one million one hundred eighty-eight thousand seven hundred and twenty (1,188,720) rubles.

Other Terms and Conditions:

Payment:

In the currency of the Russian Federation.


Voting Results:

“For” – 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 2: On consideration of the Report on the Activities of the Company’s Management Board in 2012.


Resolution:

1. To approve the Report on the Activities of the Company’s Management Board in 2012 (Schedule No. 2 to these Minutes).

2. To agree upon extension of the period for execution of the order of the Board of Directors (Schedule No. 3 to these Minutes).


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 3: On the Report on the implementation of the Complex Infrastructure Development Program for Cheremushki urban-type settlement for 2010-2014 in 2012.


Resolution:

To approve the Report on measures and activities taken in 2012 within the Complex Infrastructure Development Program for Cheremushki urban-type settlement for 2010-2014 (Schedule No. 4 to these Minutes).


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 4: On approval of the Report on Insurance Coverage for JSC RusHydro in 2012.


Resolution:

To approve the Report on Insurance Coverage for JSC RusHydro in 2012 (Schedule No. 5 to these Minutes).


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 5: On approval of internal documents: On approval of the Social Policy of JSC RusHydro.


Resolution:

1. To approve the Social Policy of JSC RusHydro (Schedule No. 6 to these Minutes).

2. To approve a development plan for the Social Policy of JSC RusHydro (Schedule No. 7 to these Minutes).


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 6: On creation of Scientific and Technological Development Fund.


Resolution:

1. To acknowledge that Mission and Vision Statements of the Scientific and Technological Development Fund in accordance with Schedule No. 8 to these Minutes and the development of measures set forth therein are reasonable.

2. To instruct the Management Board of the Company to develop Investment Declaration Projects and the Investment Regulation of the Scientific and Technological Development Fund, setting forth investment limits, terms and principles of investment and management of the Fund’s investments in innovative companies, and submit these documents by May 31, 2013 for approval to the Committees of the Board of Directors of JSC RusHydro, with their subsequent submission for approval to the Board of Directors.


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 7: On the Report on Implementation of the Program of Company’s Charitable and Sponsorship Activities in 2012.


Resolution:

To approve the Report on Implementation of the Program of Company’s Charitable and Sponsorship Activities in 2012 (Schedule No. 9 to these Minutes).


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” – none.

“Abstained” – none.

The resolution was passed.



Item 8: On the Program of Company’s Charitable and Sponsorship Activities for 2013.


Resolution:

To approve the Program of Company’s Charitable and Sponsorship Activities for 2013 (Schedule No. 10 to these Minutes).


Voting Results:

“For” - 7 votes (B.I. Ayuev, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, A.B. Malyshev, M.I. Poluboyarinov, E.A. Tugolukov) .

“Against” - none.

“Abstained” - none.

The resolution was passed.



Item 9: On approval of the Report on Company’s Achievement of KPIs for the 4th quarter of 2012 and 2012.


Resolution:

1. To admit that implementation of the Investment Program of JSC RusHydro for 2012 is appropriate and targeted, taking into account performance of all planned activities in the area of responsibility of JSC RusHydro, namely the installment of 1-6 hydroelectric units at Boguchansk HPP (1,998 MW) and two hydroelectric units at Zagorsk PSHPP-2 (210 MW each) in 2012, and to consider investment KPIs for the 4th quarter of 2012 and 2012 to be achieved.

2. To approve the Report on the Achievement of KPIs by JSC RysHydro for the 4th quarter of 2012 and 2012 (Schedule No. 11 and Schedule No. 12 to these Minutes).


Voting Results:

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

“Against” - none.

“Abstained” - 1 vote (B.I. Ayuev).

The resolution was passed.



Item 10: On fulfillment of the Business Plan of JSC RusHydro for 2012 (including the Report on Implementation of the Investment Program and the Complex Modernization Program for Generating Facilities for 2012).


Resolution:

To approve the Report on Fulfillment of the Business Plan of JSC RusHydro for 2012 (including the Report on Implementation of the Investment Program and the Complex Modernization Program for Generating Facilities for 2012 (Schedule No. 13 to these Minutes).


Voting Results:

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

“Against” - none.

“Abstained” - 1 vote (B.I. Ayuev).

The resolution was passed.



Item 11: On Company’s Business Plan for 2013-2017.


Resolution:

1. To develop Company’s Business Plan for 2013, including the Investment Program of JSC RusHydro for 2013 (Schedule No. 14 to these Minutes).

2. To determine annual and quarterly KPIs for 2013 (Schedule No. 2 to Company’s Business Plan for 2013-2017).

3. To approve quarterly plans relating to financing and use of capital investments for 2013 (Schedules No. 4, No. 4a to Company’s Business Plan for 2013-2017).

4. To approve Company’s Business Plan for 2014-2017, including the Investment Program of JSC RusHydro for 2014-2017 (Schedule No. 14 to these Minutes).


Voting Results:

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

“Against” - none.

“Abstained” - 1 vote (B.I. Ayuev).

The resolution was passed.






Chairman of the Meeting,

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


Corporate Secretary                                                                            M.M. Lukyanova

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