Minutes of 07.04.2016 №234

MINUTES No. 234

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the Meeting of the Board of Directors (date and time of counting the votes):

April 4, 2016, 18:00

(Moscow time)

Date of drawing up the Minutes:

April 7, 2016

Form of meeting:

absentee voting.

Place of counting the votes:

Moscow, 7, Malaya Dmitrovka.

PJSC "RusHydro"

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors,

who participated in the Meeting:



M.S. Bystrov,


V.M. Zimin,


S.N. Ivanov,


L.V. Kalanda,

V.M. Kravchenko,


D.S. Morozov,

A.M. Osipov


V.V. Pivovarov,

S.V. Shishin,

A.N. Shishkin.


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

AGENDA OF THE MEETING:

1. On consideration of proposals of the Company's shareholders regarding nomination of persons to be elected to management and control bodies of PJSC RusHydro.

2. On consideration of proposals of the Company's shareholders to include items in the agenda of the annual General Meeting of Shareholders of PJSC RusHydro.

RESULTS OF VOTING ON THE AGENDA ITEMS:

Item 1: On consideration of proposals of the Company's shareholders regarding nomination of persons to be elected to management and control bodies of PJSC RusHydro.

Resolution:

1. To include the following persons in the list of candidates for voting at the General Meeting of the Company's Shareholders based on results of 2015 that will elected to the Company's Board of Directors:

No.

A candidate proposed by shareholder(s) to be included in the list for election to the Company's Board of Directors

A position, place of work of the candidate[1]proposed by shareholder(s) to be included in the list for election to the Company's Board of Directors

Name of shareholder(s) who has(ve) proposed a candidate to be included in the list for election to the Board of Directors of the Company

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

(as a percentage of the authorized capital)

1.

Avetisyan Artem Davidovich

Head of New Business direction of the autonomous non-commercial organization "Agency for Strategic Initiatives to Promote New Projects"

the Russian Federation represented by the Federal Agency for State Property Management (Rosimushchestvo).

66.84

2.

Shulginov Nikolay Grigoryevich

Chairman of the Management Board of PJSC RusHydro

3.

Bystrov Maksim Sergeyevich

Chairman of the Association "Non-profit Partnership Council for Organizing Efficient System of Trading at Wholesale and Retail Electricity and Capacity Market".

4.

Kravchenko Vyacheslav Mikhaylovich

Deputy Minister of Energy of the Russian Federation

5.

Grachev Pavel Sergeyevich

Chairman of Public Joint Stock Company Polyus Gold

6.

Trutnev Yury Petrovich

Deputy Chairman of the Government of the Russian Federation — Plenipotentiary Representative of RF President in the Far Eastern Federal District

7.

Ivanov Sergey Nikolayevich

General Director of Open Joint Stock Company Russian Electric Power Company

8.

Pivovarov Vyacheslav Viktorovich

Chairman of Limited Liability Company Altera Capital

9.

Podguzov Nikolay Radievich

Deputy Minister of Economic Development of the Russian Federation

10.

Chekunkov Alexey Olegovich

Director General of Joint Stock Company Far East and Baikal Region Development Fund

11.

Shishin Sergey Vladimirovich

Senior Vice President of VTB Bank (Public Joint-Stock Company)

12.

Rogalev Nikolay Dmitriyevich

Rector of the federal state budgetary educational institution of higher professional education "National Research University 'MPEI"

13.

Sechin Igor Ivanovich

Head, Chairman of the Management Board, Deputy Chairman of the Board of Directors of OJSC Oil Company Rosneft

JSC Hydroinvest

3.55

14.

Kovalchuk Boris Yurievich

Chairman of the Management Board of PJSC Inter RAO

15.

Kalanda Larisa Vyacheslavovna

State Secretary, Vice President of OJSC Oil Company Rosneft

16.

Shishkin Andrey Nikolayevich

Vice President on Energy and Localization at OJSC Oil Company Rosneft

17.

Tikhonova Maria Gennadievna

Deputy Chairman of the Management Board of PJSC FGC UES, Member of the Board at PJSC FGC UES

18.

Gabestro Sergey Vladilenovich

Director General of the National Association of Procurement Institutes

2. To include the following persons in the list of candidates for voting at the General Meeting of the Company's Shareholders based on results of 2015 that will elected to the Company's Audit Commission:

No.

A candidate proposed by shareholder(s) to be included in the list for election to the Company's Audit Commission

A position, place of work of the candidate[3]proposed by shareholder(s) to be included in the list for election to the Company's Audit Commission

Name of shareholder(s) who has(ve) proposed a candidate to be included in the list for election to the Company's Audit Commission

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

(as a percentage of the authorized capital)

1.

Annikova Natalia Nikolayevna

First Deputy General Director of Open Joint Stock Company Construction Department No. 308

the Russian Federation represented by the Federal Agency for State Property Management (Rosimushchestvo).

66.84

2.

Kant Mandal Denis Rishievich

Deputy Head of the Department of Rosimushchestvo

3.

Repin Igor Nikolayevich

Deputy Executive Director of the Association for Protection of Investors' Rights

4.

Bogashov Alexander Yevgeniyevich

Head of Department of the Russian Energy Ministry

5.

Khvorov Vladimir Vasiliyevich

Leading Expert of a division of the Department of the Russian Economic Development Ministry


Voting results:

"For" — 9 (M.S. Bystrov, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, S.V. Shishin, A.N. Shishkin).

"Against" — 1 (V.M. Zimin).

"Abstain" — 0.

The resolution has been adopted.



Item 2: On consideration of proposals of the Company's shareholders to include items in the agenda of the annual General Meeting of Shareholders of PJSC RusHydro.



Resolution:

To accept a proposal of the Company's shareholder - the Russian Federation represented by the Federal Agency for State Property Management, 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 following the results of 2015:

No.

Definition of an issue proposed by the shareholder

Definition of an issue proposed by the shareholder

1.

Approval of the Company's Annual Report.

Not provided

2.

Approval of the Company's Annual Financial Statements.

Not provided

3.

Approval of the Company's income distribution following the 2015 results.

Not provided

4.

Regarding the amount of dividends, term and form of their payment following the results of 2015, and the establishment of a date on which certain persons will be entitled to receive dividends.

Not provided

5.

Regarding the payment of remuneration to the Board members, who are not public servants, for their activity in the amount established by the Company's internal documents.

Not provided

6.

Election of members of the Company's Board of Directors.

Not provided

7.

Election of members of the Company's Audit Commission.

Not provided

8.

Approval of the Company's Auditor.

Not provided


Voting results:

"For" — 10 (M.S. Bystrov, V.M. Zimin, S.N. Ivanov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov, A.M. Osipov, V.V. Pivovarov, S.V. Shishin, A.N. Shishkin).

"Against" — 0.

"Abstain" — 0.

The resolution has been adopted.


Individual opinion of the member of the Board of Directors of PJSC RusHydro V.M. Zimin is attached.


 
Chairman of the Board of Directors Yu.P. Trutnev


Corporate Secretary M.V. Zavalko


[1] A position, place of work of the candidate at the moment of nomination according to the shareholder's submission.

[2] The number of voting shares of the Company owned by the shareholder at the moment of nomination.

[3] A position, place of work of the candidate at the moment of nomination according to the shareholder's submission.

[4] The number of voting shares of the Company owned by the shareholder at the moment of nomination.

[5] The number of voting shares of the Company owned by the shareholder at the moment of nomination.

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