Minutes of 30.04.2015 №214

MINUTES No. 214

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 29, 2015, 16 hours 00 minutes

(Moscow time)

Date of the Minutes:

April 30, 2015

Form of the meeting:

joint attendance.

Place of establishing the results of voting:

RusHydro JSC , 7, Malaya Dmitrovka St.,
Moscow, the 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

The following members of the Board of Directors were present at the Meeting of the Board of Directors of RusHydro JSC in person: M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov

The following members of the Board of Directors of RusHydro JSC presented their written opinions: B. I. Ayuev, V. M. Zimin, D. S. Morozov, 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.



Attending non-members:

D. I. Rizhinashvili, M. A. Mantrov, S. A. Kirov, B. B. Bogush, S. V. Savin, V. V. Khmarin, E. E. Gorev, Ya. E. Stanyulenayte, V. V. Nedotko, B. V. Zverev



Speaker:

on Item No. 1, S. A. Kirov, member of the Management Board, First Deputy CEO of RusHydro JSC.

M. I. Poluboyarinov, Chairman of the Board of Directors of the Company opened the meeting in presentia.



AGENDA OF THE MEETING:

1. Business Plan of the Company for 2015–2019.



THE RESULTS OF VOTING ON AGENDA ITEMS:



Item 1: Business Plan of the Company for 2015–2019.



The meeting heard: S. A. Kirov, member of the Management Board, First Deputy CEO of RusHydro JSC, presenting a report on the agenda item.



Speakers: M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, M. I. Poluboyarinov



Draft resolution put to vote:

1. To approve the business plan of the Company for 2015 in accordance with the Annex to this resolution, including the Investment Program of RusHydro JSC for 2015 (Annex No. 3 to the business plan of the Company for 2015–2019).

2. To approve the targets of annual and quarterly key performance indicators (KPI) of the Company for 2015, according to the list approved by the resolution of the Board of Directors of December 23, 2014, Minutes No. 208 of December 26, 2014 (Annex No. 2 to the Company business plan for 2015–2019).

3. To instruct the Chairman of the Management Board – CEO E. V. Dod to take into account by June 30, 2015, the provisions of the Directive of the Government of the Russian Federation No. 2303p-P13 of April 16, 2015, "On reduction of operational expenses (costs) by no less than 2-3 per cent annually" during review by the Board of Directors of RusHydro JSC of the issues of KPI for the Long-Term Development Program and/or adjustment to the Company Long-Term Development Program.

4. To approve quarterly plans of financing and disbursement of capital investments for 2015 (Annexes No. 4, 4a to the Company's Business Plan of for 2015– 2019).

5. To approve the Company's Business Plan for 2016–2019 in accordance with the Annex to this resolution, including the Investment Program of RusHydro JSC for 2016 – 2019 (Annex No. 3 to the Company Business Plan for 2019 – 2019).

6. Based on the results of approval by the Ministry of Energy of Russia of adjustment to the investment program of RusHydro JSC for 2015 and investment program of RusHydro JSC for for 2016–2018 in accordance with the established procedure
and in case of deviations of the parameters of investment programs, instruct the Chairman of the Management Board – CEO E. V. Dod, within 30 days from the publication of the order of the Ministry of Energy of Russia on approval of the relevant investment programs, to ensure introduction of appropriate changes to the Company's Business Plan for 2015–2019 and their submission for approval by the Company Board of Directors.



Voting results:

FOR – 11 (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 – 2 (B. I. Ayuev, V. M. Kravchenko).

The resolution is adopted.



Written opinions of members of the Board of Directors: B. I. Ayuev, V. M. Zimin, D. S. Morozov, S. V. Shishin, A. N. Shishkin are attached hereto.

The dissenting opinion of the member of the Board of Directors B. I. Ayuev is attached to the Minutes.





Chairman of the Board of Directors M. I. Poluboyarinov

Corporate Secretary M. V. Zavalko
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