Minutes of 31.03.2015 №212

MINUTES No. 212

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 31, 2015, 18 hours 00 minutes

(Moscow time)

Minutes date:

April 3, 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

In accordance with the Federal Law "On Joint-Stock Companies" and the Company's Charter, the quorum for holding the meeting of the Board of Directors is present.



AGENDA OF THE MEETING

1. On the Company’s priorities.

2. Approving the Report on Execution of Calendar Plans for Commissioning the Facilities Included in the Investment Program and the Report on technological assessment and Price Audit of the Investment Projects containing the results of summary analysis of completed audits and conclusions based on the results of public and expert discussion for 2014.

3. Report on Implementation of 2010–2014 Comprehensive Development Program of Cheremushki Urban Settlement Infrastructure in 2014.

4. Amendments to the Long-Term Development Program of RusHydro Group.



RESULTS OF VOTING ON THE AGENDA ITEMS

Item No. 1: On the Company’s priorities:

The status of implementation of four priority projects in the Far East of Russia: (TPP in the city of Sovetskaya Gavan, Yakutskaya GRES-2 (Phase 1), Sakhalinskaya GRES-2 (Phase 1), Phase 2 of the Blagoveshchenskaya TPP).



Resolution:

1.1. Take note of the information on status of implementation of four priority projects in the Far East of Russia: (Blagoveshchenskaya TPP (Phase 2), Yakutskaya GRES-2 (Phase 1), TPP in the city of Sovetskaya Gavan, Sakhalinskaya GRES-2 (Phase 1)) as of December 31, 2014 (Annex No. 1 to the Minutes).



Voting results:

FOR – 10 (B.I. Ayuev, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

AGAINST – 1 (V.M. Kravchenko).

ABSTAIN – 2 (M.S. Bystrov, D.S. Morozov).

Resolution adopted.



Resolution:

1.2. Stop controlling execution of the Board’s commission to the Chairman of the Management Board – General Director of the Company E.V. Dod in accordance with clause 2 of the resolution adopted by the Board of Directors on Item No. 1 "Priority areas of the Company's activities: status of implementation of four priority projects in the Far East" in the agenda of the meeting held on February 25, 2014 (Minutes No. 194 of February 26, 2014).



Voting results:

FOR – 7 (B.I. Ayuev, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin,

V.V. Pivovarov, S.V. Shishin).

AGAINST – 4 (L.V. Kalanda, V.M. Kravchenko, M.I. Poluboyarinov, A.N. Shishkin).

ABSTAIN – 2 (M.S. Bystrov, D.S. Morozov).

Resolution adopted.

The dissenting opinion of the member of the Board of Directors L.V. Kalanda on Agenda Item No. 1 is attached to the Minutes.



Item No. 2: Approving the Report on Execution of Calendar Plans for Commissioning the Facilities Included in the Investment Program and the Report on technological assessment and Price Audit of Investment Projects containing the results of summary analysis of completed audits and conclusions based on the results of public and expert discussion for 2014.



Resolution:

2.1. Approve the report on the technological assessment and price audit for 2014 in accordance with the approved list of projects implemented and planned for implementation under the investment program of JSC RusHydro (Annex No. 2 to the Minutes).



Voting results:

FOR – 11 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin,

A.N. Shishkin).

AGAINST – 0.

ABSTAIN – 2 (V.M. Kravchenko, D.S. Morozov).

Resolution adopted.



Resolution:

2.2. Note a delay in carrying out technological assessment and price audit of the following investment projects: Ust-Srednekanskaya HPP, Gotsatlinskaya HPP, Zaragizhskaya HPP.



Voting results:

FOR – 10 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.M. Zimin, L.V. Kalanda,

V.M. Kravchenko, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

AGAINST – 1 (E.V. Dod).

ABSTAIN – 2 (V.I. Danilov-Danilyan, D.S. Morozov).

Resolution adopted.



Item No. 3: Report on Implementation of 2010–2014 Comprehensive Development Program of Cheremushki Urban Settlement Infrastructure in 2014.



Resolution:

Approve the Report on Implementation of 2010–2014 Comprehensive Development Program of Cheremushki Urban Settlement Infrastructure in 2014. (Annex No. 3 to the Minutes).



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.

ABSTAIN – 1 (V.M. Kravchenko).

Resolution adopted.



Item No. 4: Amendments to the Long-Term Development Program of RusHydro Group.



Resolution:

1. Approve the comprehensive set of measures aimed at planned and phased replacement of procurement of foreign goods (works, services) by the procurement of Russian products (works, services), equivalent in terms of their technical characteristics and consumer properties, to be used in implementing investment projects and in current activities(Annex No. 4 to the Minutes).

2. Approve the Road Map for Import Replacement for the period up to 2020. (Annex No. 5 to the Minutes)

3. Add to the Section 5 "Program Measures of JSC RusHydro" of the Long-Term Development Program of RusHydro Group approved by the resolution of the Board of Directors of JSC RusHydro (Minutes of No. 206 of November 21, 2014) the information on measures aimed at planned and phased replacement of procurement of foreign goods (works, services) by the procurement of Russian products (works, services), equivalent in terms of their technical characteristics and consumer properties, to be used in implementing investment projects and in current activities(Annex No. 6 to the Minutes).



Voting results:

FOR – 13 (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).

AGAINST – 0.

ABSTAIN – 0.

The dissenting opinion of the member of the Board of Directors V.M. Kravchenko on the Agenda Item No. 4 is attached to the Minutes.

Resolution adopted.


Chairman of the Board of Directors M.I. Poluboyarinov

Corporate Secretary M.V. Zavalko
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