Minutes of 07.10.2008 №63

MINUTES No. 63

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting

(date and time of vote counting):                                       October 7, 2008, 6:00 p.m.

                                                                                     (Moscow time)

Minutes Dated:                                                                 October 8, 2008

Site of vote counting:                                                        Mosсow, Arkhitektora Vlasova Str., 51

Number of elected members of the Board of Directors           13

Members of the Board of Directors present at meeting:          V. Yu. Sinyugin, 

                                                                                      D. S. Akhanov, 

                                                                                      B. I. Ayuev,

                                                                                      S. Yu. Vyazalov,

                                                                                      D. V. Ponomarev,

                                                                                      A. N. Rappoport,

                                                                                      R. Z. Khamitov,

                                                                                      V. B. Khristenko,

                                                                                      A. V. Sharonov


In compliance with the Federal Law on Joint-Stock Companies and the company's Articles of Association the quorum for conducting the Board of Directors Meeting is present.

 

AGENDA OF THE BOARD OF DIRECTORS MEETING:

 

1. Convening an Extraordinary General Shareholders' Meeting of the company.

2. Recommendations to the General Shareholders' Meeting of the company on the matters connected with an increase in the authorised capital of the company.

 

RESULTS OF VOTING ON AGENDA:

 

Matter 1: Convening an Extraordinary General Shareholders' Meeting of the company.


Decision:

 

1.1. Convene an Extraordinary General Shareholders' Meeting in the form of an absentee vote (further on referred to as the General shareholders' Meeting).

1.2. Specify the acceptance end date of filled-in voting ballots for the General Shareholders' Meeting as November 17, 2008.

1.3. Specify a postal address to which the filled-in voting ballots should be sent: 

- 105082, Moscow, B. Pochtovaya Str., 34, bld. 8, JSC Central Moscow Depositary.

1.4. Specify the date of compiling the list of individuals entitled to participate in the General Shareholders' Meeting as October 8, 2008.

1.5. Specify the following agenda of the General Shareholder's Meeting:

- An increase of the company's authorised capital by offering additional shares (change of offering conditions for the company's additional shares);

- An increase in the company's authorised capital by offering additional shares.

1.6. Determine that the following documents represent the information (materials) provided to individuals entitled to participate in the General Shareholders' Meeting:

- draft decisions of the General Shareholders' Meeting on the agenda issues and an explanatory note;

- an extract from the minutes of the General Shareholders' Meeting of the company (minutes No. 1 dated 26.06.2008) regarding an increase in the authorised capital of the company by way of offering additional shares.

1.7. Ensure that all individual persons entitled to participate in the General Shareholders' Meeting can become familiar with the above mentioned information (materials) in the period from October 08, 2008 to October 17, 2008 (inclusive), from 10 a.m. till 6 p.m. (Moscow time) at the following addresses:

- Moscow, Arkhitektora Vlasova Str., 51;

- Moscow, B. Pochtovaya Str., 34, bld. 8, JSC Central Moscow Depositary;

- on the company's website: www.gidroogk.ru.

1.8. Approve the form and text of the announcement for the company's shareholders on running of the General Shareholders' Meeting (Appendix 1).

1.9. Publish the announcement on running of the General Shareholder's Meeting in Vedomosti newspaper place it on the company's web-site: www.gidroogk.ru before October 17.

1.10. Approve the form and the text of voting ballots at the General Shareholders' Meeting (Appendix 2).

1.11. Ensure that the voting ballots for the agenda matters of the General Shareholders' Meeting are sent by registered mail or handed over against signature to each individual included on the list of individuals entitled to participate in the General Shareholders' Meeting before October 28, 2008.

1.12. Elect Yuliya Vsevolodovna Smirnova, the Head of the Corporate Management Department of JSC RusHydro, as Secretary of the General Shareholder Meeting.


Voting results:

"For" - 9 (V. Yu. Sinyugin, D. S. Akhanov, B. I. Ayuev, S. Yu. Vyazalov , D. V. Ponomarev, A. N. Rappoport, R. Z. Khamitov, V. B. Khristenko, A. V. Sharonov).

"Against" - 0.

"Abstained" - 0.

Decision made.

 

 

 

Matter 2: Recommendations to the General Shareholders' Meeting of the company on the matters connected with an increase in the authorised capital of the company.


Decision:

 

2.1. Recommend that the General Shareholder's Meeting makes the following decision regarding the matter of "Increase in the authorised capital of the company by means of placing additional shares" (change of offering conditions for the company's additional shares):

- In order to protect the interests of possible purchasers of the company's securities it is necessary to amend the offering conditions of the Company's securities that were determined by a decision of the annual shareholders' meeting of the company on June 25, 2008 (minutes No. 1 dated June 26, 2008) as follows:

- Increase the company's authorised capital by placing additional ordinary registered shares to the number of 8,100,000,000 (eight billion one hundred million) shares with the nominal value 1 (one) ruble per share to the total amount at the nominal value of 8,100,000,000 (eight billion one hundred million) rubles;

- Method of placement - private subscription, group of individuals among which additional shares are assumed to be placed - the Russian Federation (represented by authorised state body);

- The offering price of additional shares (including that for the persons put in the list of persons having the pre-emptive right to purchase additional shares) - at a price determined by the Board of Directors of the company in accordance with Articles 36, 77 of the Federal Law On Joint Stock Companies after the expiry of the valid period of the pre-emptive right;

- The form of shares payment - monetary assets;

- Share payment procedure - the shares shall be paid at their placement in full.

 

2.2. Recommend that the General Shareholder's Meeting makes the following decision regarding the subject of "Increase of authorised capital of the company by means of placing additional shares":

- Increase the company's authorised capital by placing additional ordinary registered shares to the number of 8,100,000,000 (eight billion one hundred million) shares with the nominal value 1 (one) ruble per share to the total amount at the nominal value of 8,100,000,000 (eight billion, one hundred million) rubles;

- Method of placement - private subscription, group of individuals among which additional shares are assumed to be placed - the Russian Federation (represented by authorised state body);

- The offering price of additional shares (including that for the persons put in the list of persons having the pre-emptive right to purchase additonal shares) - at a price determined by the Board of Directors of the company in accordance with Articles 36, 77 of the Federal Law On Joint Stock Companies after the expiry of the valid period of the pre-emptive right;

- The form of shares payment - monetary assets;

- Share payment procedure - the shares shall be paid at their placement in full.



Voting results:

"For" - 8 (V. Yu. Sinyugin, S. I. Ayuev, S. Yu. Vyazalov, D. V. Ponomarev, A. N. Rappoport, R. Z. Khamitov, V. B. Khristenko, A. V. Sharonov).

"Against" - 0.

"Abstained" -1 (D. S. Akhanov).

Decision made.

 

Questionnaires of the members of the Board of Directors are attached.




Chairman of the Board of Directors                                   V. Yu. Sinyugin


Secretary of the Board of Directors                                   M. M. Davydov

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