Minutes of 16.08.2013 №185

MINUTES No. 185

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the meeting of the Board of Directors (date and time of summing-up the voting results):

August 16, 2013, 4:00 p.m.

(Moscow time).

Date of drawing up the Minutes:

August 16, 2013

Form of meeting holding:

absent voting.

Place of vote counting:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

participated in the meeting:

B.I. Ayuev

Dr. C.A. Berndt

A.E. Bugrov

V.I. Danilov-Daniliyan

E.V. Dod

V.M. Zimin

S.N. Ivanov

D.S. Morozov

V.V. Pivovarov

M.I. Poluboyarinov

V.M. Stolyarenko

According to the Federal Law On Joint-Stock Companies and the Company's Articles of Association, the quorum for the meeting of the Board of Directors is present.


AGENDA OF THE MEETING:

  1. On combining positions of Chairman and Members of the Management Board with positions in governance bodies of other organizations.
  2. On the Company's participation and termination of participation in other entities.
  3. On stationing positions of the Company (the Company's representatives) on the agendas of the boards of the Company’s S&A.


VOTING RESULTS ON THE AGENDA ITEMS:


Item 1: On combining positions of Chairman and Members of the Management Board with positions in governance bodies of other organizations. 


Resolution:

1. To approve combining position of Chairman of the Management Board of JSC RusHydro, Evgeniy Vyacheslavovich Dod, with the following positions:

  • Chairman of the Board of Directors of JSC RAO Energy System of East
  • Member of the Board of Directors of JSC SO UES
  • Member of the Supervisory Board of NP "Gidroenergetika Rossii"
  • Member of the Board of Governors of ANO "MTsUER"
  • Member of the Presidium of RNC WEC
  • Member of the Management Board of All-Russian Association of Employers "RUIE"
  • Member of the Management Board of All-Russian Non-Governmental Organization "RUIE"
  • Member of the Supervisory Board and the Board of Fund of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

2. To approve overlapping by Member of the Management Board, Deputy Head of the Management Board of JSC RusHydro Chief Engineer Rakhmetulla Shamshievich Alzhanov of the following positions:

  • Member of the Supervisory Board of NP "Sovet Veteranov Energetiki"
  • Member of the Supervisory Board of NP "Gidroenergetika Rossii"
  • Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

3. To approve combining positions of Member of the Management Board, Deputy Head of the Management Board of JSC RusHydro, Mikhail Alekseevich Mantrov, with the position of Member of the Supervisory Board and the Board of Fund of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

4. To approve combining positions of Member of the Management Board, Deputy Head of the Management Board of JSC RusHydro, George Ilyich Rizhinashvili, with the following positions:

  • Member of the Supervisory Board of NP "KONTs UES"
  • Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

5. To approve combining positions of Member of the Management Board, Deputy Head of the Management Board of JSC RusHydro, Aleksey Viktorovich Maslov, with the following positions:

  • Chairman of the Board of SRO NP "EnergoStroyAlyans"
  • Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

6. To approve combining positions of Member of the Management Board, Deputy Head of the Management Board of JSC RusHydro, Sergey Petrovich Tsoy, with position of Member of the Supervisory Board and the Board of Fund of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

7. To approve combining position of Member of the Management Board of JSC RusHydro, Stanislav Valerievich Savin, with the following positions:

  • Member of the Supervisory Board of A-list of House of Representatives of Electrical Power Sellers NP "Sovet Rynka"
  • Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

8. To approve combining position of Member of the Management Board of JSC RusHydro, Sergey Modestovich Voskresenskiy, with the following positions:

  • General Director, Member of the Board of Directors of OJSC Lengidroproekt
  • Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

9. To approve combining position of Member of the Management Board of JSC RusHydro, Vladimir Alekseevich Pekhtin, with the position of Member of the Supervisory Board of NP "Gidroenergetika Rossii".

10. To approve combining position of Member of the Management Board of JSC RusHydro, Sergey Nikolaevich Abrashin, with the position of Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

11. To approve combining positions of Member of the Management Board of JSC RusHydro, Konstantin Valerievich Bessmertny, with the position of Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

12. To approve combining position of Member of the Management Board of JSC RusHydro, Boris Borisovich Bogush, with the position of Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

13. To approve combining position of Member of the Management Board of JSC RusHydro, Yury Vasilievich Gorbenko, with the position of Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".

14. To approve combining position of Member of the Management Board of JSC RusHydro, Evgeniy Evgenievich Gorev, with the position of Member of the Supervisory Board of Non-Commercial Organization "Blagotvoritelny Fond Soprichastnost".


Voting Results:

"For" – 11 (B.I. Ayuev, Dr. C.A. Berndt, A.E. Bugrov, V.I. Danilov-Daniliyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.

The resolution has been adopted.



Item 2: On the Company's participation and termination of participation in other entities:

2.1. Concerning participation of JSC RusHydro in Closed Joint-Stock Company Kholdingovaya Kompaniya BoGES and in Closed Joint-Stock Company Kholdingovaya Kompaniya BoAZ.


Resolution:

1. To approve participation of JSC RusHydro in Closed Joint-Stock Company Kholdingovaya Kompaniya BoGES through establishment of the company on the following terms:

Full company name — Closed Joint-Stock Company Kholdingovaya Kompaniya BoGES.

Abbreviated company name — CJSC Kholdingovaya Kompaniya BoGES.

The establisher — JSC RusHydro (sole establisher)

The establisher's share — 100 % of shares

Amount of the authorized capital – five hundred thousand (500,000) Russian rubles.

Category and types of the shares being placed upon establishing — ordinary registered shares

Par value per one (1) share — one (1) Russian ruble

Number of the shares being placed – five hundred thousand (500,000)

The share capital will be paid in cash.

Shares of CJSC Kholdingovaya Kompaniya BoGES shall be paid within a year from the state registration of CJSC Kholdingovaya Kompaniya BoGES; however, at least 50 % of shares of CJSC Kholdingovaya Kompaniya BoGES shall be paid within three months from the state registration of CJSC Kholdingovaya Kompaniya BoGES.

2. To approve participation of JSC RusHydro in Closed Joint-Stock Company Kholdingovaya Kompaniya BoAZ through establishment of the company on the following terms:

Full company name — Closed Joint-Stock Company Kholdingovaya Kompaniya BoAZ.

Abbreviated company name — Closed Joint-Stock Company Kholdingovaya Kompaniya BoAZ.

The establisher — JSC RusHydro (sole establisher)

The establisher's share — 100 % of shares

Amount of the authorized capital – five hundred thousand (500,000) Russian rubles

Category and types of the shares being placed upon establishing — ordinary registered shares

Par value per one (1) share — one (1) Russian ruble

Number of the shares being placed – five hundred thousand (500,000)

The share capital will be paid in cash.

Shares of CJSC Kholdingovaya Kompaniya BoAZ shall be paid within a year from the state registration of CJSC Kholdingovaya Kompaniya BoAZ; however, at least 50 % of shares of CJSC Kholdingovaya Kompaniya BoAZ shall be paid within three months from the state registration of CJSC Kholdingovaya Kompaniya BoAZ.


Voting Results:

"For" – 10 (B.I. Ayuev, Dr. C.A. Berndt, A.E. Bugrov, V.I. Danilov-Daniliyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstain" – 1 (D.S. Morozov).

The resolution has been adopted.


2.2. On termination of the Company's participation in RusSUNHydro Limited.


Resolution:

To terminate participation of JSC RusHydro in RusSUNHydro Limited due to voluntary liquidation of RusSUNHydro Limited.


Voting Results:

"For" – 11 (B.I. Ayuev, Dr. C.A. Berndt, A.E. Bugrov, V.I. Danilov-Daniliyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.

The resolution has been adopted.



Item 3: On stationing positions of the Company (the Company's representatives) on the agendas of the boards of the Company’s S&A:

3.1. On stationing positions of the Company (the Company's representatives) on the agenda of the board of RusSUNHydro Limited in relation to its liquidation.


Resolution:

To commission representatives of JSC RusHydro in management bodies of RusSUNHydro Limited to vote FOR decisions related to its liquidation.


Voting Results:

"For" – 11 (B.I. Ayuev, Dr. C.A. Berndt, A.E. Bugrov, V.I. Danilov-Daniliyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.

The resolution has been adopted.




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


Corporate Secretary                                           M. M. Lukyanova

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