Minutes of 19.10.2012 №163

MINUTES No. 163

OF THE BOARD OF DIRECTORS’ MEETING


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

October 18, 2012, 6.00 p.m.

(Moscow time).

Minutes dated:

October 19, 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 present at meeting:

V. I. Danilov-Danilyan,

E. V. Dod,

V. M. Zimin,

G. M. Kurtser,

A. B. Malyshev,

M. I. Poluboyarinov,

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, there is a quorum for a Board of Directors meeting present.


MEETING AGENDA:


1. Participation and termination of participation of JSC RusHydro in other organizations.



VOTING RESULTS ON THE AGENDA ISSUES:


Issue 1: Participation and termination of participation of JSC RusHydro in other organizations:

1.1. Participation of JSC RusHydro in CJSC Verkhne-Narynskiye HPPs.


Decision made to:

1. Approve participation of JSC RusHydro in the authorized capital of the Closed Joint Stock Company Verkhne-Narynskiye HPPs (hereinafter – CJSC Verkhne-Narynskiye HPPs) which is newly established on the territory of Kyrgyz Republic, under the terms and conditions determined by the Agreement between the Government of Kyrgyz Republic and Government of the Russian Federation on construction and operation of the Verkhne-Narynskiy HPP Cascade from 20.09.2012 (hereinafter – the Agreement):

Founders of CJSC Verkhne-Narynskiye HPPs:

– JSC Electric Power Plants (Kyrgyz Republic);

– JSC RusHydro.

The authorized capital of CJSC Verkhne-Narynskiye HPPs amounts to 5,000,000 (five million) Kyrgyz soms divided into 5,000,000 ordinary shares with nominal value of 1 Kyrgyz som each.

Share interests in the authorized capital of CJSC Verkhne-Narynskiye HPPs:

– JSC RusHydro – 2,500,000 (two million five hundred thousand) Kyrgyz soms which is equal to 50 % of the authorized capital;

– JSC Electric Power Plants – 2,500,000 (two million five hundred thousand) Kyrgyz soms which is equal to 50 % of the authorized capital.

The authorized capital of the established CJSC Verkhne-Narynskiye HPPs is based on monetary assets.

2.Instruct JSC RusHydro’s representatives in the management bodies of CJSC Verkhne-Narynskiye HPPs to vote “FOR” making all the necessary decisions taken in order to implement the Agreement provisions.


Voting results:

“For” – 10 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.





Chairman of the Board of Directors                  V. V. Tatsy


Corporate Secretary                                      M. M. Lukyanova

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