Minutes of 05.04.2013 №179

MINUTES No. 179

OF THE MEETING OF THE BOARD OF DIRECTORS


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

April 5, 2013, 6:00 p.m.

(Moscow Time).

Date of the Minutes:

April 5, 2013

Form of the Meeting:

Absentee voting

Place of summarizing voting results:

JSC RusHydro, 7 Malaya Dmitrovka Str.,

Moscow, the Russian Federation

Number of elected members of the Board of Directors:

13

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 consideration of proposals of Company’s shareholders for nomination of candidates for the election to management and control bodies of JSC RusHydro.
  2. On consideration of proposals of Company’s shareholders to include their items in the Agenda of the Annual General Meeting of Shareholders of JSC RusHydro.

VOTING RESULTS ON AGENDA ITEMS:


Item 1: On consideration of proposals of Company’s shareholders for nomination of the candidates for the election to management and control bodies of JSC RusHydro.


Resolution:

1. To include following candidates into the list of candidates for voting to elect the Board of Directors of the Company at the Annual General Meeting of Shareholders of the Company for the year 2012:

No.

Candidate proposed by shareholder(s) to be included in the list for voting for the election of the Board of Directors of the Company

Title and employer of the candidate[1] proposed by shareholder(s) to be included in the list for voting for the election to the Board of Directors of the Company

Name of shareholder(s) who proposed to include the candidate in the list for voting for the election to the Board of Directors of the Company

Number of Company’s voting shares, owned by shareholder(s)[2]

(percentage of authorized capital)

1.

Boris [I.] Ayuev

Chairman of the Management Board, JSC SO UES

The Russian Federation represented by the Federal Agency for State Property Management

67.12

2.

Viktor [I.] Danilov-Danilyan

Director, Institute for Water Problems of the Russian Academy of Sciences

3.

Evgeniy [V.] Dod

Chairman of the Management Board, JSC RusHydro

The Russian Federation represented by the Federal Agency for State Property Management/ JSC Hydroinvest, LLC Index of Energetics – Hydro OGK, LLC EZOP

67.12/2.15

4.

Victor [M.] Zimin

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

The Russian Federation represented by the Federal Agency for State Property Management

67.12

5.

Denis [S.] Morozov

Representative of the Russian Federation in the EBRD Board of Directors

6.

Vyacheslav [V.] Pivovarov

General Director, Altera Capital

7.

Mikhail [I.] Poluboyarinov

Member of the Management Board, First Deputy Chairman of the State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)"

8

Bernd Pfaffenbach

-

9.

Vladimir [M.] Stolyarenko

Chairman of the Management Board, JSCB OJSC Evrofinance Mosnarbank

10.

Christian Andreas Berndt

General Director, LLC EF TEK

JSC Hydroinvest, LLC Index of Energetics – Hydro OGK, LLC EZOP

2.15

11.

Andrei [E.] Bugrov

Deputy General Director, Member of the Management Board, Interros holding company

12.

Maksim [S.] Bystrov

Deputy Plenipotentiary Representative of the President of the Russian Federation in the North Caucasus Federal District

13.

Pavel [S.] Grachev

General Director, OJSC The Far East and Baikal Regional Development Fund

14.

Ilya [N.] Gubin

President, OJSC JSCB NOVIKOMBANK

15.

Sergei [N.] Ivanov

General Director, JSC Russian Energy Company

16.

Viktor [V.] Kudryavy

Advisor to the President, JSC EUROCEMENT Group

17.

Sergei [V.] Shishin

Senior Vice President, JSC VTB Bank

2. To include following candidates into the list of candidates for voting to elect the Audit Commission of the Company at the Annual General Meeting of Shareholders of the Company for the year 2012:

No.

Candidate proposed by shareholder(s) to be included in the list for voting for the election to the Audit Commission of the Company

Title and employer of the candidate[3] proposed by shareholder(s) to be included in the list for voting for the election to the Audit Commission of the Company

Name of shareholder(s) who proposed to include the candidate in the list for voting for the election to the Audit Commission of the Company

Number of Company’s voting shares, owned by shareholder(s)[4]

(percentage of authorized capital)

1.

Anna [V.] Drokova

Deputy Head of the Management Department, the Federal Agency for State Property Management

The Russian Federation represented by the Federal Agency for State Property Management

67.12

2.

Leonid [V.] Neganov

Deputy Director of Department, Ministry of Energy of the Russian Federation

3.

Elena [B.] Titova

President, JSC Russian Regional Development Bank (RRDB)

4.

Alan [F.] Khadziev

Head of Department, Ministry of Energy of the Russian Federation

5.

Vladimir [V.] Khvorov

Senior expert, Division of the Department, Ministry of Economic Development 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 proposals of Company’s shareholders to include their items in the Agenda of the Annual General Meeting of Shareholders of JSC RusHydro.


Resolution:

To accept the proposal of the Russian Federation (Company’s shareholder), represented by the Federal Agency for State Property Management, which owns 67.12 of Company’s voting shares, [5] to include the following items in the Agenda of the Annual General Meeting of Shareholders for the year 2012:

No.

Wording of the issue proposed by the shareholder

Wording of the resolution proposed by the shareholder

1.

Approval of the Company’s Annual Report.

Not submitted

2.

Approval of Company’s financial statements, including the profit and loss statement (profit and loss accounts) of the Company.

Not submitted

3.

Approval of the distribution of profit (including dividend pay-out (declaration)) and losses of the Company for the year 2012;

Not submitted

4.

On payment of the remuneration to the members of the Board of Directors of the Company

Not submitted

5.

Election of the members of the Board of Directors of the Company

Not submitted

6.

Election of the members of the Audit Commission of the Company.

Not submitted

7.

Approval of Company’s Auditor.

Not submitted

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.






Chairman of the Meeting,

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


Corporate Secretary                                      M.M. Lukyanova



[1] Title and employer of the candidate as of the date of nomination according to the shareholder’s proposal.

[2] Number of Company’s voting shares owned by the shareholder as of the date of nomination

[3] Title and employer of the candidate as of the date of nomination according to the shareholder’s proposal.

[4] Number of Company’s voting shares owned by the shareholder as of the date of nomination

[5] Number of voting shares owned by the shareholder as of the date of nomination

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