Minutes of 09.04.2015 №213

MINUTES No. 213

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting (date and time of establishing the results of voting):

April 6, 2015, 18 hours 00 minutes

(Moscow time)

Date of the Minutes:

April 9, 2015

Form of the meeting:

voting in absentia.

Place of establishing the results of voting:

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 participated in 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 Charter of the Company, the quorum for holding the meeting of the Board of Directors was present.



AGENDA OF THE MEETING:

1. Reviewing the proposals of shareholders of the Company to nominate the candidates for the election to the management and control bodies of JSC RusHydro.

2. Reviewing the proposals of shareholders of the Company to include the items in the agenda of the Annual General Meeting of Shareholders of JSC RusHydro.

RESULTS OF VOTING ON THE ITEMS IN THE AGENDA:

Item 1: Reviewing the proposals of shareholders of the Company to nominate candidates for election to the management and control bodies of JSC RusHydro.



Resolution:

1. To include the following candidates into the list of nominees for voting at the Annual General Meeting of Shareholders of the Company for 2014 in the election to the Board of Directors of the Company:

No.

Candidate proposed by shareholder(s) to include in the list for voting in the election to the Board of Directors of the Company

Position and place of work of the candidate[1] proposed by shareholder(s) to include in the list for voting in the election to the Board of Directors of the Company

Name of shareholder(s) that proposed to include the nominee in the list for voting in the election to the Board of Directors of the Company

Number of voting shares of the Company owned by shareholder(s)[2]

(percentage of authorized capital)

1.

Artem D.
Avetisyan

Director of New Business, Agency of Strategic Initiatives to Promote New Projects, an autonomous non-profit organization

The Russian Federation represented by the Russian Federal Property Management Agency

66.84

2.

Evgeny V. Dod

Chairman of the Management Board, Joint Stock Company Federal Hydro-Generating Company – RusHydro

3.

Victor M. Zimin

Head of the Republic of Khakassia – Chairman of the Government of the Republic of Khakassia

4.

Sergei N. Ivanov

General Director, Joint Stock Company Energy Russian Company

5.

Vyacheslav M. Kravchenko

Deputy Minister of Energy of the Russian Federation

6.

Denis S. Morozov

Representative of the Russian Federation on the Board of Directors of the European Bank for Reconstruction and Development

7.

Alexander M. Osipov

First Deputy Minister of the Russian Federation for the Development of the Russian Far East

8.

Vyacheslav V. Pivovarov

CEO, Altera Capital Limited Liability Company

9.

Yuri P. Trutnev

Deputy Chairman of the Government of the Russian Federation – Plenipotentiary Representative of the President of Russia in the Far Eastern Federal District

10.

Maksim S. Bystrov

Chairman of the Board, NP Market Council, OJSC ATS

JSC Gidroinvest

4.31

11.

Larisa V. Kalanda

State Secretary – Vice President, OJSC OC Rosneft;

Acting General Director, JSC Rosneftegaz.

12.

Sergei V. Shishin

Senior Vice President, JSC VTB Bank

13.

Andrey N. Shishkin

Vice President, OJSC OC Rosneft


2. To include the following candidates into the list of nominees for voting in the Annual General Meeting of Shareholders of the Company for 2014 in the election to the Audit Commission of the Company:


No.

Candidate proposed by shareholder(s) to include in the list for voting in the election to the Audit Commission of the Company

Position and place of work of the candidate[3] proposed by shareholder(s) to include in the list for voting in the election to the Audit Commission of the Company

Name of shareholder(s) that proposed to include the nominee in the list for voting in the election to the Audit Commission of the Company

Number of voting shares of the Company owned by shareholder(s)[4]

(percentage of authorized capital)

1.

Natalia N. Annikova

First Deputy CEO for Economics and Finance, Open Joint-Stock Company Construction Department No. 308

The Russian Federation represented by the Russian Federal Property Management Agency

66.84

2.

Denis Kant Mandal

Deputy Head of Department, Russian Federal Property Management Agency

3.

Igor N. Repin

Deputy Executive Director, Investor Protection Association

4.

Andrei N. Kharin

Deputy Director of Department, Ministry of Energy of Russia

5.

Vladimir V. Khvorov

Senior Expert, Division of Department, Ministry of Economic Development of Russia


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 resolution has been adopted.



Item 2: Reviewing the proposals of shareholders of the Company to include the items in the agenda of the Annual General Meeting of Shareholders of JSC RusHydro.



Resolution:

Accept the proposal of the Russian Federation, a shareholder of the Company, represented by the Russian Federal Property Management Agency, which owns 66.84 % of the voting shares of the Company,[5] to include the following issues in the agenda of the Annual General Meeting of Shareholders for 2014:

No.

Wording of item proposed by the shareholder

Wording of resolution proposed by the shareholder

1.

Approving the Annual Report of the Company.

Not submitted

2.

Approving the Annual Financial Statements, including the Statement of Financial Performance of the Company.

Not submitted

3.

Approving the distribution of Company profits for 2014.

Not submitted

4.

Amount of dividends, period and form of their payout for 2014 and the record date to determine the persons entitled to receive the dividends.

Not submitted

5.

Payment of remuneration for work on the Board of Directors to the members of the Board of Directors of the Company, who are not state employees, in the amount established by internal documents of the Company.

Not submitted

6.

Approving the new version of Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company.

Not submitted

7.

Electing the members of the Board of Directors of the Company

Not submitted

8.

Electing the members of the Audit Commission (Internal Auditor) of the Company.

Not submitted

9.

Approving the Auditor of the Company.

Not submitted


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 resolution has been adopted.

Chairman of the Board of Directors M.I. Poluboyarinov
Corporate Secretary M.V. Zavalko


[1] Position, place of work of the candidate as of the date of nomination according to the proposal of the shareholder.

[2] Number of voting shares of the Company owned by the shareholder, as of the date of nomination

[3] Position, place of work of the candidate as of the date of nomination according to the proposal of the shareholder.

[4] Number of voting shares of the Company owned by the shareholder, as of the date of nomination

[5] Number of voting shares owned by the shareholder, as of the date of proposal

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