Minutes of 05.02.2013 №173

BOARD OF DIRECTORS MEETING

MINUTES No. 173


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

5 February 2013, 18:00

(Moscow time).

Date of minutes:

5 February 2013.

Format:

voting by correspondence.

Place of vote counting:

RusHydro

7, Malaya Dmitrovka St., Moscow,

Number of elected members of the Board of Directors:

13.

Members of the Board of Directors in attendance at the meeting:

Ayuyev, B. I.;

Danilov-Danilyan, V. I.;

Dod, Ye. V.;

Zimin, V. M.;

Malyshev, A. B.;

Poluboyarinov, M. I.;

Tugolukov, Ye. A.

In accordance with the Federal Law on Joint-Stock Companies and the Company's Charter, a quorum for a meeting of the Board of Directors is present.


AGENDA FOR THE MEETING:


  1. Finalization of the agenda for an extraordinary General Meeting of RusHydro.
  2. Business related to the convocation, preparation and holding of the extraordinary General Meeting of RusHydro.


RESULTS OF THE VOTE ON ITEMS ON THE AGENDA:


Item 1: Finalization of the agenda for an extraordinary General Meeting of RusHydro.


Resolution:

Finalize the agenda for the extraordinary General Meeting of the Company:

  1. Early termination of RusHydro Board of Directors members.
  2. Election of RusHydro Board of Directors members.
  3. Approval of the liability and financial risk insurance contract for Directors, Executive Officers and the Company to be made between RusHydro and OSAO Ingosstrakh, which is a non-arm's length transaction.

Voting result:

For 7 (Ayuyev, B. I.; Danilov-Danilyan, V. I.; Dod, Ye. V.; Zimin, V. M.; Malyshev, A. B.; Poluboyarinov, M. I.; Tugolukov, Ye. A.).

Against 0.

Abstain 0.

Resolution carried.



Item 2: Business related to the convocation, preparation and holding of the extraordinary General Meeting of RusHydro.


Resolution:

1. Convene the extraordinary General Meeting of RusHydro (hereinafter also referred to as the Company) in the form of a meeting (joint attendance) (hereinafter also referred to as the General Meeting, or the Meeting).

2. Set the date for the extraordinary General Meeting of the Company – 19 April 2013.

3. Set the time for the Meeting – 12:00 (Krasnoyarsk time).

4. Set the start time of registration of Meeting attendees – 10:00 (Krasnoyarsk time).

5. Set the venue for the Meeting –43, Dubrovinsky St., Krasnoyarsk, Krasnoyarsk region, Russian Federation.

6. Set the date of record for those entitled to attend the Meeting – 5 March 2013.

7. Establish that shareholder(s) holding in aggregate at least 2 per cent of the voting shares in the Company shall be entitled to nominate candidates to the Company's Board of Directors up to the number of Board of Directors members. Such nominations must be received by the Company in the manner set out in the RusHydro Charter and General Meeting Procedure not later than 30 days prior to the date of the Meeting, namely on or before 20 March 2013 (by 18:00 Krasnoyarsk time).

8. Establish that information (materials) to be provided to persons entitled to attend the Meeting are:

- details of nominees to the Company's Board of Directors;

- indication as to whether or not consent has been given in writing by the nominees to the Company's Board of Directors;

- draft resolutions of the Meeting on the agenda items;

- recommendations of the Company's Board of Directors for the General Meeting on the agenda item “Approval of the liability and financial risk insurance contract for Directors, Executive Officers and the Company to be made between RusHydro and OSAO Ingosstrakh, which is a non-arm's length transaction”.

9. Establish that information (materials) for the Meetings shall be available for review by persons entitled to attend the Meeting for 30 days prior to the date of the Meeting at the following addresses:

- 7, Malaya Dmitrovka St., Moscow (weekdays 10 am to 6 pm Moscow time), tel. (495) 122-05-55 ext. 1150; 1199;

- LLC Registrator R.O.S.T., 18, Stromynka St., block 13, Moscow (weekdays 10.00 am to 6 pm Moscow time), tel. (495) 771-73-36;

- 51, Republic St., Krasnoyarsk (weekdays 10 am to 6 pm Krasnoyarsk time), tel. 8-923-337-59-40, 8-913-031-71-04;

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

10. Finalize the format and text of notice of Meeting (appendix 1 to the minutes).

11. Publish the notice of Meeting in the Rossiyskaya Gazeta daily, as well as posting it on the Company's website at www.rushydro.ru not later than 70 days prior to the date of the Meeting.

12. Establish that proxy forms for voting on the items on the agenda for the Meeting shall be sent by registered letter or delivered against written acknowledgement to each person named on the list of those entitled to attend the Meeting on or before 29 March 2013.

13. Establish that for quorum and vote counting purposes, votes submitted by proxy shall be counted if received at the address specified in s. 14 hereof not later than 2 days before the date of the extraordinary General Meeting, namely on or before 16 April 2013.

14. Establish that completed voting forms can be sent to the following postal address:

- 107996, g. Moskva, Ul. Stromynka, d.18, a/ya 9, LLC «Registrator R.O.S.T.».

15. Elect Maksim Valentinovich Zavalko, Head of RusHydro Corporate Governance Department, Meeting secretary.


Voting result:

For 7 (Ayuyev, B. I.; Danilov-Danilyan, V. I.; Dod, Ye. V.; Zimin, V. M.; Malyshev, A. B.; Poluboyarinov, M. I.; Tugolukov, Ye. A.).

Against 0.

Abstain 0.

Resolution carried.







Chair of the meeting, Deputy Chairman of the Board of Directors                      V. I. Danilov-Danilyan


Corporate secretary                                                                                    M. M. Lukyanova

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