Minutes of 10.10.2012 №161

MINUTES No. 161

OF THE BOARD OF DIRECTORS’ MEETING


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

October 10, 2012, 6.00 p.m.

(Moscow time).

Minutes dated:

October, 10, 2012.

Form of vote:

Absentee vote.

Site of vote counting:

Moscow, Arkhitektora Vlasova Str., 51 

Number of members elected to the Board of Directors:

13

Members of the Board of Directors,

who were present at the meeting:

B. I. Ayuev,

V. I. Danilov-Danilyan,

E. V. Dod,

G. M. Kurtser,

A. B. Malyshev,

V. V. Tatsy,

E. A. Tugolukov,

M. E. Shelkov,

S. V. Shishin

In compliance with the Federal Law on Joint-Stock Companies and the company’s Articles of Association, a quorum is present for a Board of Directors meeting.


 AGENDA:


1. On approval of agenda for the extraordinary general meeting of JSC RusHydro.


2. On issues related to the calling, preparing and holding the extraordinary general meeting of JSC RusHydro.



VOTING RESULTS ON THE AGENDA ISSUES:


Issue 1: On approval of the agenda for the extraordinary general meeting of JSC RusHydro.


Resolution:

To approve of the agenda of the Extraordinary General Meeting of the Company:

1. Increase of the authorised capital of the company.

2. Approval of the purchase and sale contract for shares of JSC Irkutskenergo as an interested party transaction.

3. Approval of related-party transactions with SC Vnesheconombank which are interested-party transactions.


Voting results:

For – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Resolution adopted.



Issue 2: On issues related to the calling, preparing and holding the extraordinary general meeting of JSC RusHydro.


Resolution:

1. Convene the Extraordinary General Meeting of JSC RusHydro (hereinafter referred to as the Company) in the form of an absentee vote (hereinafter referred to also as the General Meeting, the Meeting).

2. To establish the date of the General Meeting of the Company (the deadline for submission of filled-in voting ballots for the Meeting) to be November 16, 2012.

3. Specify the postal address to where the filled-in voting ballots should be sent: 107996, Moscow, Stromynka Str., 18, POB 9, JSC Registrator R.O.S.T.

4. Establish the date for drawing the list of persons endowed with the right to participate in the Meeting to be October 11, 2012.

5. Determine that the following documents represent the information (materials) provided to individuals entitled to participate in the meeting:

– draft resolutions of the Meeting on the agenda issues;

– recommendations of the Company’s Board of Directors to the General Meeting with regards to the agenda issues.

6. Establish that all the participants having the right to participate in the meeting may familiarize themselves with the information (materials) about the Meeting in a 30-day period prior to the Meeting date (the deadline for submission of filled-in voting ballots for the Meeting) at the following addresses:

– Moscow, Malaya Dmitrovka Str., 7 (on working days from 10.00 a.m. to 6.00 p.m. Moscow time), tel. (495) 122-05-55 ext. 1150; 1199;

– Moscow, Stromynka Str., 18, build. 13, JSC Registrator R.O.S.T. (on working days from 10.00 a.m. to 6.00 p.m. Moscow time), tel. (495) 771-73-36;

– Krasnoyarsk, Respubliki str., 51 (on working days from 10.00 am to 6.00 pm, local time), tel. 8-923-337-59-40, 8-913-031-71-04;

as well as on the Company’s website: www.rushydro.ru.

7. Approve the form and text of the announcement on holding the meeting (Appendix 1).

8. Publish the announcement about the meeting in Rossiskaya Gazeta newspaper and post it on the Company's website on the internet: www.rushydro.ru no later than 30 days prior to the Meeting date.

9. Elect Zavalko Maksim Valentinovich, Head of the Corporate Management Department of JSC RusHydro, to be secretary at the Meeting.


Voting results:

For – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy , E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Resolution adopted.





Chairman of the Board of Directors                  V. V. Tatsy


Corporate Secretary                                      M. M. Lukyanova

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