Minutes of 23.11.2012 №166

MINUTES No. 166

OF THE BOARD OF DIRECTORS’ MEETING


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

November 22, 2012, 6.00 p.m.

(Moscow time)

Minutes dated:

November 23, 2012

Form of vote:

Absentee vote

Site of vote counting:

Moscow, Malaya Dmitrovka Str., 7

JSC RusHydro

Number of members elected to the Board

of Directors:

13

Members of the Board of Directors,

present at the meeting:



B. I. Ayuev,


V. I. Danilov-Danilyan,


E. V. Dod,


V. M. Zimin,

B. Yu. Kovalchuk,


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. Approval of decision on additional release of JSC RusHydro’s securities.

2. Approval of JSC RusHydro's Prospectus.


VOTING RESULTS ON THE AGENDA MATTERS:


Issue 1: Approval of decision on additional release of JSC RusHydro’s securities.


Decision made to:

1. Approve the Resolution on additional release of the company's securities in accordance with Appendix 1to the minutes.

2. Instruct the company’s Management Board that:

2.1. while executing actions for the increasing of the authorised capital of the company, to ensure observation of prescribed norms of Federal Law No. 178-FZ “On Privatization of State and Municipal Property” dated 21.12.2012 including the registration of the decision to issue specified additional emission with FSFM (Federal Service for Financial Markets) of Russia not before publication of the decision adopted by the President of the Russian Federation on the increasing of the authorised capital of JSC RusHydro;

2.2. to inform the company’s Board of Directors about implementation of paragraph 2.1 of the present decision.


Voting results:

“For” – 12 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin,
B. Yu. Kovalchuk, 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.



Issue 2: Approving JSC RusHydro's Prospectus.


Decision made to:

Approve the Prospectus of the company’s securities (Appendix 2 to the minutes).


Voting results:

“For” – 12 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin,
B. Yu. Kovalchuk, 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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