Minutes of 10.12.2012 №169

MINUTES No. 169

OF THE BOARD OF DIRECTORS’ MEETING


Date and time of the Board of Directors meeting

December 10, 2012, 4.00 p.m.

(Moscow time).

Minutes dated:

December 10, 2012.

Form of vote:

Collective attendance.

Site of meeting and vote counting:

Moscow, Schepkina Str., 42, Ministry of Energy of Russia.

Number of members elected to the Board of Directors:

13.

Members of the Board of Directors present at meeting:

B. I. Ayuev,

V. I. Danilov-Danilyan,

E. V. Dod,

V. M. Zimin,

A. B. Malyshev,

M. I. Poluboyarinov,

E. A. Tugolukov.

The following members of the Board of Directors were personally present at the meeting of the Board of Directors of JSC RusHydro: B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, A. B. Malyshev.


The following members of the Board of Directors of JSC RusHydro submitted their written opinions: V. M. Zimin, M. I. Poluboyarinov, E. A. Tugolukov.


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


Invited persons:

A. V. Dvorkovich, A. V. Novak, M. Yu. Kurbatov, D. I. Rizhinashvili.


Speaker:

E. E. Gorev, member of the Management Board, JSC RusHydro on the matters 1, 2, 3.


In the absence of V. V. Tatsy, the Chairman of the Board of Directors, and in accordance with Clause 2.5 of the Regulations on the procedure for calling and holding the meetings of the Board of Directors of JSC RusHydro, V. I. Danilov-Danilyan, the Deputy Chairman of the Board of Directors of JSC RusHydro, chairs the physical meeting of the Board of Directors.


AGENDA OF MEETING:


  1. On issues related to the strict implementation of Decree No. 1564 of the President of the Russian Federation dated 22.11.2012. 
  2. On decisions of the Board of Directors and measures to be taken by the Board of Directors of JSC RusHydro to implement the Decree No. 1564 of the President of the Russian Federation dated 22.11.2012. 
  3. Approval of the offering price for JSC RusHydro’s additional shares.


VOTING RESULTS ON THE AGENDA MATTERS:


Matter 1: On issues related to the strict implementation of Decree No. 1564 of the President of the Russian Federation dated 22.11.2012.


Speaker: E. E. Gorev, member of the Management Board of JSC RusHydro, with a report concerning the matter.


A draft decision put to vote:

1. Take into consideration the information on registration of additional shares issue of JSC RusHydro by FSFM of Russia dated December 3, 2012 (state registration number of the issue 1-01-55038-Е-041D dated December 3, 2012).

2. Chairman of the Management Board of JSC RusHydro is to submit a motion on the issue “related to the determination of the Mechanisms for Funding and Controlling of the construction of the objects specified in the Decree No. 1564 of the President of the Russian Federation dated November 22, 2012” to the Company’s Board of Directors for consideration.


Voting results:

“For” – 6 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov).

“Against” – 0.

“Abstained” – 1 (E. A. Tugolukov).

Decision made.



Matter 2: On decisions of the Board of Directors and measures to be taken by the Board of Directors of JSC RusHydro to implement the Decree No. 1564 of the President of the Russian Federation dated 22.11.2012.


Speaker: E. E. Gorev, member of the Management Board of JSC RusHydro, with a report concerning the matter.


A draft decision put to vote:

The Chairman of the Management Board of JSC RusHydro shall ensure the submission of the draft Agreement implementing Clause 4 of the Decree No. 1564 of The President of the Russian Federation dated November 22, 2012 to the Board of Directors for consideration.


Voting results:

“For” – 6 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov).

“Against” – 0.

“Abstained” – 1 (E. A. Tugolukov).

Decision made.



Matter 3: Approval of the offering price for JSC RusHydro’s additional shares issuance.


Speaker: E. E. Gorev, member of the Management Board of JSC RusHydro, with a report concerning the matter.


A draft decision put to vote:

Approve the offering price of additional ordinary registered shares of the Company (including that for shareholders with pre-emptive right to purchase additional shares) to the agreed amount of 1 (one) ruble per 1 (one) additional ordinary registered share.


Voting results:

“For” – 6 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov).

“Against” – 0.

“Abstained” – 1 (E. A. Tugolukov).

Decision made.



Written opinions of the members of the Board of Directors, V. M. Zimin, M. I. Poluboyarinov, E. A. Tugolukov, are attached.






The meeting was chaired by the Deputy Chairman  of the Board of Directors                   V. I. Danilov-Danilyan


Corporate Secretary                                                                                                 M. M. Lukyanova

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