Minutes of 16.04.2013 №180

MINUTES No 180

OF THE MEETING OF THE BOARD OF DIRECTORS


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

April 16, 2013, 17:00

(Moscow time).

Date of minutes:

April 16, 2013

Format:

voting 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 in attendance at the meeting:

B.I. Ayuyev

V.I. Danilov-Danilyan

Ye.V. Dod

V.M. Zimin

A.B. Malyshev

M.I. Poluboyarinov

Ye.A. Tugolukov

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 present.


AGENDA FOR THE MEETING:


  1. Hearing of progress reports from the Chairs of Committees of the Company's Board of Directors.
  2. Approval of the 2012 progress report on RusHydro JSC's Programme for Innovation-Driven Growth for 2011-2015 with an Outlook for 2021.
  3. Approval of the 2012 progress report on the priority projects under RusHydro JSC's Programme for Innovation-Driven Growth for 2011-2015 with an Outlook for 2021.
  4. Determination of the size of the Management Board of the RusHydro JSC.
  5. Election of member to the Management Board of the RusHydro JSC.


RESULTS OF THE VOTING ON ITEMS ON THE AGENDA:


Item 1: Hearing of progress reports from the Chairs of Committees of the Company's Board of Directors.


Resolution:

1. Approve the progress report from the Audit Committee of the Company's Board of Directors for the period from July 25, 2012 to April 01, 2013 (appendix 1 hereto).

2. Approve the progress report from the Investment Committee of the Company's Board of Directors for the period from July 25, 2012 to April 01, 2013 (appendix 2 hereto).

3. Approve the progress report from the Reliability, Energy Efficiency and Innovation Committee of the Company's Board of Directors for the period from July 25, 2012 to April 01, 2013 (appendix 3 hereto).

4. Approve the progress report from the Strategy Committee of the Company's Board of Directors for the period from July 25, 2012 to April 01, 2013 (appendix 4 hereto).

5. Approve the progress report from the HR and Remuneration Committee of the Company's Board of Directors for the period from July 01, 2012 to April 19, 2013 (appendix 5 hereto).


Voting result:

“For” 7 (B.I. Ayuyev; V.I. Danilov-Danilyan; Ye.V. Dod; V.M. Zimin; A.B. Malyshev; M.I. Poluboyarinov; Ye.A. Tugolukov).

“Against” 0.

“Abstain” 0.

The resolution was carried.



Item 2: Approval of the 2012 progress report on RusHydro JSC's Programme for Innovation-Driven Growth for 2011-2015 with an Outlook for 2021.


Resolution:

Approve the 2012 progress report on RusHydro JSC's Programme for Innovation-Driven Growth for 2011-2015 with an Outlook for 2021 (appendix 6 hereto).


Voting result:

“For” 7 (B.I. Ayuyev; V.I. Danilov-Danilyan; Ye.V. Dod; V.M. Zimin; A.B. Malyshev; M.I. Poluboyarinov; Ye.A. Tugolukov).

“Against” 0.

“Abstain” 0.

The resolution was carried.



Item 3: Approval of the 2012 progress report on the priority projects under RusHydro JSC's Programme for Innovation-Driven Growth for 2011-2015 with an Outlook for 2021.


Resolution:

1. Instruct the Company's Management Board to make half-yearly progress reports within 60 days of the end of six months to the Company's Board of Directors on the Company's priority projects under RusHydro JSC's Programme for Innovation-Driven Growth, as well as on coordination with research and educational establishments in the context of the implementation of the said Programme, once the report is approved by the Strategy Committee, Investment Committee and the Reliability, Energy Efficiency and Innovation-Driven Growth Committee of the Board of Directors.

2. Cancel the Board of Directors' assignment of August 02, 2011 (minutes No. 130, item 1.1) and of January 20, 2012 (minutes No. 143, item 1).

3. Approve the 2012 progress report on the priority projects under RusHydro JSC's Programme for Innovation-Driven Growth for 2011-2015 with an Outlook for 2021 (appendix 7 hereto).


Voting result:

“For” 7 (B.I. Ayuyev; V.I. Danilov-Danilyan; Ye.V. Dod; V.M. Zimin; A.B. Malyshev; M.I. Poluboyarinov; Ye.A. Tugolukov).

“Against” 0.

“Abstain” 0.

The resolution was carried.



Item 4: Determination of the size of the Management Board of the RusHydro JSC.


Resolution:

Set the size of the Company's Management Board at 14 persons.


Voting result:

“For” 7 (B.I. Ayuyev; V.I. Danilov-Danilyan; Ye.V. Dod; V.M. Zimin; A.B. Malyshev; M.I. Poluboyarinov; Ye.A. Tugolukov).

“Against” 0.

“Abstain” 0.

The resolution was carried.



Item 5: Election of member to the Management Board of the RusHydro JSC.


Resolution:

1. Elect Vladimir Alekseyevich Pekhtin to the Company's Management Board effective as of April 16, 2013.

2. Chair of the Company's Management Board Ye.V. Dod to determine the terms of the contract with the Board member V.A. Pekhtin, and to arrange the drafting and signing of the documents necessary for the performance of section 1 hereof in accordance with the employment and labour laws of the Russian Federation.


Voting result:

“For” 7 (B.I. Ayuyev; V.I. Danilov-Danilyan; Ye.V. Dod; V.M. Zimin; A.B. Malyshev; M.I. Poluboyarinov; Ye.A. Tugolukov).

“Against” 0.

“Abstain” 0.

The resolution was carried.





Chair of the meeting, Deputy Chair of the Board of Directors                V.I. Danilov-Danilyan


Corporate secretary                                                                        M.M. Lukyanova

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