Minutes of 17.03.2015 №211

MINUTES No. 211

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):

March 16, 2015, 18 hours 00 minutes

(Moscow time)

Minutes date:

March 17, 2015

Form of the meeting:

Voting in absentia.

Place of the vote count:

JSC RusHydro, 7 Malaya Dmitrovka St.,

Moscow, Russian Federation

Number of elected members of the Board of Directors:

13

Members of the Board of Directors,

who attended the Meeting:

B.I. Ayuev,

M.S. Bystrov,

E.P. Volkov,

V.I. Danilov-Danilyan,

E.V. Dod,

V.M. Zimin

L.V. Kalanda,

V.M. Kravchenko,

D.S. Morozov,

V.V. Pivovarov,

M.I. Poluboyarinov,

S.V. Shishin,

A.N. Shishkin

According to the Federal Law "On Joint-Stock Companies" and the Company's Charter, the quorum for the Meeting of the Board of Directors is present.


AGENDA OF THE MEETING

  1. Approval of the report on insurance protection of JSC RusHydro in 2014..
  2. Stationing positions of JSC RusHydro (representatives of JSC RusHydro) on the agendas of the governing bodies of the Company’s subsidiaries and affiliates.
  3. Composition of the Management Board of JSC RusHydro.

RESULTS OF VOTING ON AGENDA ITEMS


Item 1: Approval of the report on insurance protection of JSC RusHydro in 2014


Resolution:


Approve the report on insurance protection of JSC RusHydro in 2014 (Annex No. 1 hereto).


Voting results:


“FOR” – 11 (B.I. Ayuev, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“AGAINST” – 1 (V.M. Kravchenko).

“ABSTAINED” – 1 (M.S. Bystrov).


Resolution adopted.


Item 2: On stationing positions of JSC RusHydro (representatives of JSC RusHydro) on the agendas of the governing bodies of the Company’s subsidiaries and affiliates:

On stationing positions of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of JSC RusHydro TC: Restructuring JSC Transport Company RusHydro (TC RusHydro).


Resolution:


1. Commission representatives of JSC RusHydro at the general shareholders' meeting of JSC TC RusHydro to vote on the item “Restructuring JSC TC RusHydro” “FOR” adoption of the following resolution:


1.1. Restructure JSC Transport Company RusHydro through consolidation of LLC Moscow Transport Company RusHydro with JSC Transport Company RusHydro.


1.2. Approve the Agreement on consolidation of LLC Moscow Transport Company RusHydro with JSC Transport Company RusHydro (Annex 1).


2. Establish that after consolidation of LLC Moscow Transport Company RusHydro with JSC Transport Company RusHydro the share of JSC RusHydro in JSC TC RusHydro will not change and will amount to 100 % of the share capital of JSC TC RusHydro.


Voting results:


“FOR” – 12 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“AGAINST” - 0.

“ABSTAINED” – 1 (V.M. Kravchenko).


Resolution adopted.


Item 3: Composition of the Management Board of JSC RusHydro:


3.1. Establishing the number of members of the Management Board of JSC RusHydro


Resolution:

  1. Determine that the number of members of the Management Board of the Company is 6.
  2. Commission E.V. Dod, the Chairman of the Company's Management Board and Chief Executive Officer, to make the relevant amendments to organizational structure of the JSC RusHydro and submit it for the Board of Directors’ review by June 1, 2015.

Voting results:


“FOR” – 12 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“AGAINST” - 0.

“ABSTAINED” – 1 (V.M. Kravchenko).


Resolution adopted.


3.2. Election of a member to the Management Board of JSC RusHydro


Resolution:

  1. Elect Sergey A. Kirov as a member of the Management Board of the Company.
  2. To commission E. V. Dod, Chairman of the Management Board and Chief Executive Officer of the Company, to define terms of the contract with Member of the Management Board Sergey A. Kirov and provide for execution and signing of the documents required for implementation of clause 1 hereof in accordance with the labor legislation of the Russian Federation.

Voting results:


“FOR” – 12 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“AGAINST” - 0.

“ABSTAINED” – 1 (V.M. Kravchenko).


Resolution adopted.


3.3. Combining positions by the members of the Management Board in the management bodies of other entities


Resolution:


Agree to member of the Management Board of JSC RusHydro S.A. Kirov holding the following concurrent positions:

  • Member of the Board of Directors of CJSC Verkhne-Narynskiye HPPs;
  • Member of the Board of Directors of JSC Vedeneev VNIIG;
  • Member of the Board of Directors of JSC Geoterm HPP;
  • Member of the Board of Directors of JSC Gidroremont-VKK;
  • Member of the Board of Directors of JSC Zaramagskiye HPPs;
  • Member of the Board of Directors of JSC Hydroproject Institute;
  • Member of the Board of Directors of JSC Kolymaenergo;
  • Member of the Board of Directors of JSC KrasnoyarskEnergoSbyt;
  • Member of the Board of Directors of CJSC Malaya Dmitrovka;
  • Member of the Board of Directors of CJSC MEK;
  • Member of the Board of Directors of JSC Mosoblgidroproekt;
  • Member of the Board of Directors of JSC NIIES;
  • Member of the Board of Directors of JSC RAO East Energy Systems;
  • Member of the Board of Directors of JSC RESK;
  • Member of the Board of Directors of JSC HydroOGK Management Company;
  • Member of the Board of Directors of JSC SShHPP Service Center;
  • Member of the Board of Directors of JSC Chuvash Energy Sales Company;
  • Member of the Board of Directors of LLC ENEX;
  • Member of the Board of Directors of JSC ESC RusHydro;
  • Member of the Board of Directors of LLC ESKB;

Voting results:


“FOR” – 12 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“AGAINST” - 0.

“ABSTAINED” – 1 (V.M. Kravchenko).


Resolution adopted.


Chairman of the Board of Directors M.I. Poluboyarinov


Corporate Secretary M.V. Zavalko 

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