Minutes of 14.12.2017 №262

MINUTES No. 262

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):

December 13, 2017, 11: 00 a.m.

(Moscow time).

Date of drawing up the Minutes:

14 December 2017

Form of meeting:

joint attendance.

Venue of counting the votes:

7 Malaya Dmitrovka St., 1st floor, Enisey hall, Moscow

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

who participated in the voting:

A.D. Avetisyan,

M.S. Bystrov,

P.S. Grachyov,

S.N. Ivanov,

V.M. Kravchenko,

N.R. Podguzov,

V.V. Pivovarov,

N.D. Rogalyov,

Yu.P. Trutnev,

A.O. Chekunkov,

S.V. Shishin,

A.N. Shishkin,

N.G. Shulginov.

The meeting of the Board of Directors of PJSC RusHydro was attended personally by Chairman of the Board of Directors Yu.P. Trutnev, members of the Board of Directors: A.D. Avetisyan, (on Items 1.2, 1.3), M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.D. Rogalyov, N.G. Shulginov.


Members of the Board of Directors of PJSC RusHydro V.M. Kravchenko, N.R. Podguzov, A.N. Shishkin, S.V. Shishin , A.O. Chekunkov have submitted written opinions.[1]


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


Invitees: B.B. Bogush, S.V. Vasilyev, A.V. Kazachenkov, N.I. Karpukhin, S.А. Kirov, S.S. Koptyakov, D.V. Perminov, D.I. Perminov, V.V. Khmarin, K. E. Frolov, Ye.A. Shchegoleva.


Corporate Secretary of PJSC RusHydro: N.G. Kovaleva.


Speaker on the agenda item 1.1: Member of the Management Board, First Deputy General Director B.B. Bogush.


Speaker on the agenda items 1.2 and 1.3: Deputy Chief Executive Officer on Capital Construction Karpukhin N.I.


Chairman of the Board of Directors of the Company Yu.P. Trutnev opened the in-person meeting.


AGENDA OF THE MEETING:


1. On determination of the Company’s priority areas of activity.

1.1 On the progress in construction of the Zagorskaya PSHPP-2.

1.2. On the progress in construction of the Ust- Srednekanskaya HPP

1.3. On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutskaya GRES-2 (the 1st stage), CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (the 1st stage) as of September 30, 2017.


RESULTS OF THE VOTING ON AGENDA ITEMS:


Item 1.1: On determination of the Company’s priority areas of activity. On the progress in construction of the Zagorskaya PSHPP-2.


Heard: Member of the Management Board, First Deputy General Director B.B. Bogush.


Speakers: M.S. Bystrov, N. G. Shulginov, Yu.P. Trutnev.


The draft of resolution put to vote:

1. To take into consideration:

1.1. information on the course of construction of the Zagorskaya PSHPP-2 (Annex 1 to the Protocol);

1.2. the plan of further actions for work on the Zagorskaya PSHPP-2 (Annex 2 to the Protocol).

2. To guarantee with the Chairman of the board – to the CEO of Society to provide informing board members on the course of implementation of actions for the Zagorskaya PSHPP-2 two times a year, to submit the interim report on execution of the plan of further actions for work on the Zagorskaya PSHPP-2 finished on project deliverables of conservation, agreed in Rostekhnadzor till September 30, 2018.


Voting results:

“For” — 7 (M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.V. Pivovarov, N.D. Rogalyov, N.G. Shulginov, Yu.P. Trutnev).

“Against” — 0.

“Abstained” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 1.2: On determination of the Company’s priority areas of activity. On the progress in construction of the Ust- Srednekanskaya HPP


Heard: Deputy Chief Executive Officer on Capital Construction of PJSC RusHydro Karpukhin N.I.


Speakers: M.S. Bystrov, N. D. Rogalyov, Yu.P. Trutnev.


The draft of resolution put to vote:

To take into consideration information on the course of construction of Ust-Srednekanskaya hydroelectric power station (Annex 3 to the Protocol).


Voting results:

“For” - 13 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, N. R. Podguzov,V.V. Pivovarov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.


Item 1.3: On determination of the Company’s priority areas of activity. On the status of implementation of priority projects for the construction of 4 facilities in the Far East (Yakutskaya GRES-2 (the 1st stage), CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (the 1st stage) as of September 30, 2017.


Heard: Deputy Chief Executive Officer on Capital Construction of PJSC RusHydro Karpukhin N.I.


Speakers: A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, N.D. Rogalyov, N.G. Shulginov, Yu.P. Trutnev.


The draft of resolution put to vote:

To consider information about the status of implementation of priority projects on the construction of four facilities in the Far East (Yakutskaya GRES-2 (the 1st stage), the 2nd stage of Blagoveshchenskaya CHPP, CHPP in Sovetskaya Gavan, Sakhalin GRES-2 (the 1st stage) as of September 30, 2017. (Annex 4 to the Minutes).


Voting results:

“For” - 13 (A.D. Avetisyan, M.S. Bystrov, P.S. Grachyov, S.N. Ivanov, V.M. Kravchenko, N. R. Podguzov,V.V. Pivovarov, N. D. Rogalyov, Yu.P. Trutnev, A.O. Chekunkov, S.V. Shishin, A.N. Shishkin, N.G. Shulginov).

“Against” — 0.

“Abstained” — 0.

In accordance with Clause 15.3. of Article 15 of the Articles of Association of PJSC RusHydro, the resolution on this item shall be adopted by simple majority of votes of the members of the Board of Directors attending the meeting.

The resolution has been adopted.



Chairman

of the Board of Directors
Yu.P. Trutnev


Corporate SecretaryN.G. Kovaleva


[1] The written opinions of these members of the Board of Directors were not taken into account in the course of counting the votes on the items of the agenda in connection with change of draft resolutions during the meeting.

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