Minutes of 15.02.2013 №174

BOARD OF DIRECTORS MEETING

MINUTES No. 174


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

15 February 2013, 14:00

(Moscow time).

Date of minutes:

15 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. RusHydro's affiliation with and disaffiliation from other organizations.


RESULTS OF THE VOTE ON THE AGENDA ITEM:


Item 1: RusHydro's affiliation with and disaffiliation from other organizations.


Resolution:

1. Approve RusHydro's affiliation with in LLC Ust-Srednekanskaya GES, LLC RAO Energeticheskiye Sistemy Vostoka, LLC Sakhalinskaya Energeticheskaya Kompaniya, LLC Irkutskaya Elektrosetevaya Kompaniya and LLC Irkutskenergo by acquisition of the following holdings:

- registered ordinary shares in LLC Ust-Srednekanskaya GES in the quantity of 2 649 171 000 (Two Billion Six Hundred and Forty-Nine Million One Hundred and Seventy-One Thousand) units at a price to be determined by an independent valuer.


RusHydro's equity stake in LLC Ust-Srednekanskaya GES before the acquisition of shares 35,21 %.

- registered ordinary shares in LLC RAO Energeticheskiye Sistemy Vostoka in the quantity of 1 492 472 400 (One Billion Four Hundred and Ninety-Two Million Four Hundred and Seventy-Two Thousand Four Hundred) units at a price to be determined by an independent valuer.

RusHydro's equity stake in LLC RAO Energeticheskiye Sistemy Vostoka before the acquisition of shares 65,74 %.

- registered ordinary shares in LLC Sakhalinskaya Energeticheskaya Kompaniya in the quantity of 2 478 568 (Two Million Four Hundred and Seventy-Eight Thousand Five Hundred and Sixty-Eight) units at a price to be determined by an independent valuer.

RusHydro's equity stake in LLC Sakhalinskaya Energeticheskaya Kompaniya before the acquisition of shares 12,44 %.

- registered ordinary shares in LLC Irkutskaya Elektrosetevaya Kompaniya in the quantity of 1 973 711 982 (One Billion Nine Hundred and Seventy-Three Million Seven Hundred and Eleven Thousand Nine Hundred and Eighty-Two) units at a price to be determined by an independent valuer.

RusHydro's equity stake in LLC Irkutskaya Elektrosetevaya Kompaniya before the acquisition of shares 0 %.

- registered ordinary shares in LLC Irkutskenergo at a price to be determined by an independent valuer.

RusHydro's equity stake in LLC Irkutskenergo before the acquisition of shares 0,01 %.


Share acquisition procedure – as part of additional issue by public offering of RusHydro ordinary shares, by RusHydro shareholders' exercise of the right of first refusal to acquire the Company's additional shares in the manner set out in articles 40 and 41 of the Federal Law of 26 December 1995, No. 208-FZ, “On Joint-Stock Companies”, as well as by shareholders' exercise of the rights provided for in art. 84.1-84.10 of the Federal Law of 26 December 1995, No. 208-FZ, “On Joint-Stock Companies”.


2. Establish that the Company's interest in the named companies after the acquisition of shares pursuant to item 1 hereof shall be determined based on the results of the Company shareholders' exercise of their right of first refusal to acquire additional shares in the manner set out in articles 40 and 41 of the Federal Law of the Federal Law of 26 December 1995, No. 208-FZ, “On Joint-Stock Companies”, and completion of the public offering of the shares floated by the Company, as well as in connection with shareholders' exercise of the rights provided for in art. 84.1-84.10 of the Federal Law of 26 December 1995, No. 208-FZ, “On Joint-Stock Companies”.


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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