Minutes of 17.09.2015 №222

MINUTES No. 222

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):

September 14, 2015, 3.00 p.m.

(Moscow time).

Date of the Minutes:

September 17, 2015

Form of the meeting:

Joint attendance

Place of the vote count:

7 Malaya Dmitrovka St., Moscow, Russian Federation

PJSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

who participated in voting:

A.D. Avetisyan,

M.S. Bystrov,

E.V. Dod,

V.M. Zimin,

S.N. Ivanov,

L.V. Kalanda,

V.M. Kravchenko,

D.S. Morozov,

A.M. Osipov,

V.V. Pivovarov,

Yu.P. Trutnev,

A.N. Shishkin.

The meeting of the RusHydro Board of Directors was personally attended by the Chairman of the Board of Directors Yu.P. Trutnev and the following members of the Board of Directors: M.S. Bystrov, E.V. Dod, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, A.M. Osipov, V.V. Pivovarov, and A.N. Shishkin.


Written opinions were provided by the members of the RusHydro Board of Directors A.D. Avetisyan, V.M. Zimin, and D.S. Morozov.


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


Attending non-members:


A.Yu. Podgorny, D.I. Rizhinashvili, E.E. Gorev, Ya.E. Stanyulenayte, D.A. Belyaev, V.V. Galka, B.V. Zverev, E.G. Vishnyakova


The speaker on the agenda items: E.E. Gorev, Deputy General Director for Corporate and Legal Governance.


Yu.P. Trutnev, Chairman of the Company's Board of Directors, opened the meeting in praesentia.


AGENDA OF THE MEETING


1. Forming RusHydro Management Bodies


RESULTS OF VOTING ON THE AGENDA ITEMS


Item 1: Composition of the governing bodies of PJSC RusHydro.


1.1. Termination of powers of the Company's sole executive body.


Heard: Yury P. Trutnev, Chairman of the Company's Board of Directors.


Draft resolution put to vote:


Terminate powers of Evgeny V. Dod, Chairman of the Management Board, General Director of PJSC RusHydro, and terminate the employment agreement concluded with him as per Clause 3 of Part 1 of Article 77 of the Russian Labor Code (at the employee's initiative) on September 14, 2015.


Voting results:


"For" – 12 (A.D. Avetisyan, M.S. Bystrov, E.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, A.N. Shishkin).


"Against" - 0.


"Abstained" – 0.


Resolution adopted.


Item 1: Composition of the governing bodies of PJSC RusHydro.


1.2. Election of the Company's Chief Executive Officer


Heard: Yury P. Trutnev, Chairman of the Company's Board of Directors.


Speakers: N.G. Shulginov


Draft resolution put to vote:


1.2.1. Elect Nikolay G. Shulginov as Chairman of the Management Board, General Director of PJSC RusHydro for the next five-year period starting from September 15, 2015.


1.2.2. Empower Yury P. Trutnev, Chairman of the Company's Board of Directors, to determine the terms and sign the employment agreement with Nikolay Shulginov, Chairman of the Management Board, General Director of PJSC RusHydro, on behalf of the Company.


Voting results:


"For" – 12 (A.D. Avetisyan, M.S. Bystrov, E.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, A.N. Shishkin).


"Against" - 0.


"Abstained" – 0.


Resolution adopted.


Item 1: Composition of the governing bodies of PJSC RusHydro.


1.3. Committees of the Board of Directors of RusHydro


Heard: Yury P. Trutnev, Chairman of the Company's Board of Directors.


Speakers: V.M. Kravchenko, N.G. Shulginov, L.V. Kalanda, S.N. Ivanov, and V.V. Pivovarov


Draft resolution put to vote:


1.3.1. Terminate powers of Alexey Teksler, member of the Strategy Committee of the Board of Directors of RusHydro and elect Nikolay Shulginov, Chairman of the Management Board, General Director of the Company, as a member of the Strategy Committee of the Board of Directors.


1.3.2. Determine the number of members of the Investment Committee of the Board of Directors of RusHydro as fourteen (14), and make the relevant amendments to the Regulation on the Investment Committee of the Board of Directors of RusHydro.


1.3.3. Elect Vyacheslav Pivovarov, member of RusHydro’s Board of Directors, as a member of the Investment Committee of the Board of Directors.


Voting results:


"For" – 12 (A.D. Avetisyan, M.S. Bystrov, E.V. Dod, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, Yu.P. Trutnev, A.N. Shishkin).


"Against" - 0.


"Abstained" – 0.


Resolution adopted.


The written opinions of the members of RusHydro Board of Directors, A.D. Avetisyan, V.M. Zimin, and D.S. Morozov are attached.


Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary М.V. Zavalko 

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