Minutes of 04.04.2014 №196

MINUTES No. 196

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the Meeting of the Board of Directors (date and time of the vote count):

April 4, 2014, 17 hours 00 minutes

(Moscow time)

Minutes date:

April 4, 2014

Holding form:

Voting in absentia

Place of the vote count:

7 Malaya Dmitrovka St., Moscow,

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons

Members of the Board of Directors

who attended the Meeting:



B. I. Ayuev,


Dr. K. A. Berndt,


A. E. Bugrov,


M. S. Bystrov,


V. I. Danilov-Danilyan,


E. V. Dod,

V. M. Zimin,


S. N. Ivanov,


D. S. Morozov,

V. V. Pivovarov,


M. I. Poluboyarinov,


S. V. Shishin.

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. Approving the candidates to the governing and oversight bodies of RusHydro nominated by shareholders of JSC RusHydro.


2. Approving the items of the Annual General Meeting of Shareholders (AGM) agenda.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: Approving the candidates to the governing and oversight bodies of RusHydro nominated by shareholders of the Company.


Resolution:


1. The following candidates shall be nominated for election to the Board of Directors of the Company at the Annual General Meeting of shareholders of the Company for 2013:


#

Candidate Proposed by the Shareholder(s) for Inclusion to the Voting List for Election to the Board of Directors of the Company

Position and Place of Employment of the Candidate [1] Proposed by the Shareholder(s) for Inclusion to the Voting List for Election to the Board of Directors of the Company

Name of the Shareholder(s) Proposing the Candidate for Inclusion to the Voting List for the Election to the Board of Directors of the Company

Number of Voting Company’s Shares Held by the Shareholder[2](s)

(Percentage of the Share Capital)

1.

Boris Ilyich Ayuev

Chairman of the Management Board of JSC SO UES

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

66.84

2.

Maksim Sergeyevich Bystrov

Chairman of the Management Board of JSC TSA

3.

Victor Ivanovich Danilov-Danilyan

Director of the Water Engineering Institute of the Russian Academy of Sciences

4.

Evgeny Vyacheslavovich Dod

Chairman of the Management Board of JSC RusHydro

5.

Viktor Mikhailovich Zimin

Chairman of the Government of the Republic of Khakassia

6.

Vyacheslav Mikhaylovich Kravchenko

Deputy Minister of Energy of the Russian Federation

7.

Denis Stanislavovich Morozov

Delegate of the Russian Federation to the Board of Directors of the European Bank for Reconstruction and Development

8.

Vyacheslav Viktorovich Pivovarov

Chief Executive Officer of Altera Capital LLC

9.

Mikhail Igorevich Poluboyarinov

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

10.

Vladimir Mikhailovich Stolyarenko

Department Professor at the Federal State Autonomous Educational Institution of Higher Professional Education National Research University Higher School of Economics

11.

Dr. Christian Andreas Berndt

Chief Executive Officer of EF-TEK LLC

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

2.14

12.

Eduard Petrovich Volkov

General Director of JSC ENIN

13.

Sergey Nikolayevich Ivanov

General Director of JSC Russian Energy Company

14.

Larisa Vyacheslavovna Kalanda

State Secretary, Vice President of JSC NC Rosneft;

acting CEO of JSC Rosneftegaz.

15.

Sergey Vladimirovich Shishin

Senior Vice President of JSC VTB Bank

16.

Andrey Nikolaevich Shishkin

Vice President of JSC NC Rosneft

2. The following candidates shall be nominated for voting at the election to the Audit Committee of the Company at the annual General Meeting of Company Shareholders on the results of 2013:


#

Candidate Proposed by the Shareholder(s) for Inclusion on the Voting List for Election to the Audit Committee of the Company

Position and Place of Employment of the Candidate[3] Proposed by the Shareholder(s) for Inclusion on the Voting List for Election to the Audit Committee of the Company

Name of the Shareholder(s) Proposing the Candidate for Inclusion on the Voting List for Election to the Audit Committee of the Company

Number of Voting Company Shares Held by the Shareholder[4](s)

(Percentage of the Authorized Capital)

1.

Aleksandr Evgenyevich Bogashov

Lead Advisor at the Department of the Ministry of Energy of Russia

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

66.84

2.

Denis Rishievich Kant Mandal

Acting Department Head of the Directorate of the Federal Agency for State Property Management

3.

Igor Nikolaevich Repin

Deputy Executive Director of the Investor protection association

4.

Vladimir Vasilyevich Khvorov

Lead Division Expert at the Department of the Ministry of Economic Development of Russia

5.

Andrey Ivanovich Yudin

Deputy Division Head at the Department of the Ministry of Energy of Russia

Voting results:


"For" – 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 2: Approving the items of the Annual General Meeting of Shareholders (AGM) agenda.


Resolution:


The proposal of the Russian Federation, represented by the Federal Agency for State Property Management, holder of 66.84% of the Company’s[5] voting shares , on inclusion of the following items in the agenda of the Company’s Annual General Meeting of shareholders (AGM)::


#

Wording of the Issue Proposed by the Shareholder

Wording of the Decision Proposed by the shareholder

1.

Approval of the annual report of the Company.

Not provided

2.

Approval of the annual accounting reports, including the statement of financial results of the Company.

Not provided

3.

Approval of distribution of Company’s profit for 2013.

Not provided

4.

On dividend payment , time and form of payment of dividends for 2013, and dividend record date.

Not provided

5.

On remuneration of members of the Board of Directors (Supervisory Board) who are not public officials in the amount specified in the internal documents of the Company.

Not provided

6.

Election of members to the Board of Directors (Supervisory Board) of the Company.

Not provided

7.

Election of the Members to the Audit Committee (Auditor) of the Company.

Not provided

8.

Approval of the Company’s auditor.

Not provided

Voting results:


"For" – 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Chairman of the Board of Directors                         M. I. Poluboyarinov

Corporate Secretary                                             М. V. Zavalko



[1] Position and place of employment of the candidate as of the nomination date according to the shareholder’s application.

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

[3] Position and place of employment of the candidate as of the nomination date according to the shareholder’s application.

[4] Number of voting Company shares held by the shareholder as of the nomination date.

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

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