Minutes of 23.05.2006 №20

MINUTES No. 20

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                      May 23, 2006, 6:00 p.m.

                                                                                  (Moscow time)

Form of vote:                                                                By questioning

Site of vote counting:                                                    Moscow, Vernadskogo Prospect, 101, bld. 3

Number of elected members of the Board of Directors        11

Members of the Board of Directors present at meeting:      Anatoly Borisovich Chubais

                                                                                  Vyacheslav Yuryevich Sinyugin

                                                                                  Yakov Moiseevich Urinson

                                                                                  Boris Ilyich Ayuev

                                                                                  Vasily Aleksandrovich Zubakin

                                                                                  Dmitry Valeryevich Ponomarev

                                                                                  Per-Christian Endsjo


In compliance with Federal Law on Joint-Stock Companies and the company's Articles of Association the quorum for conducting the Board of Directors' meeting is present.

 

AGENDA OF THE BOARD OF DIRECTORS MEETING:

 

1. Approval of the company's annual report on the results for 2005.

2. Review of the company's annual accounting statement on the results of 2005, including the company's lost and profit report as well as the profit and loss distribution report on the results of 2009 financial year.

3. Recommendations on the amount of dividends on the company's shares and the procedure of their paymentю

4. Approve the report on execution of key performance indicators (KPI) of JSC HydroOGK for 2005.

5. Amending the Provision on material incentives for top managers of JSC HydroOGK.

6. Approval of insurance coverage programme of JSC HydroOGK for 2006.

7. Granting the company's guarantee for obligations of JSC Zaramagskiye HPPs and JSC Cascade of Nizhne-Cherekskiye HPPs connected with financial restructuring of joint-stock companies under control of JSC KEUK.

8. Nomination of candidates by the company for their election to the management and control bodies of those entities in which the company participates.

9. On determination of the company's (company's representatives) opinion regarding the issues in agendas of the Board of Directors' meetings and General Meetings of subsidiaries' and affiliates' shareholders.



RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approval of the company's annual report on the results for 2005.


Decision:

Approve the company's annual report based on results of work for 2005 (Appendix 1) and submit it to the Annual General Shareholders' Meeting of the company for approval.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 


Matter 2: Review of the company's annual accounting statement on the results of 2005, including the company's lost and profit report as well as the profit and loss distribution report on the results of 2005 financial year.


Decision:

1. To approve the annual accounting reports of the company following the results of 2005 (Appendix 2) and submit it to the annual general shareholder meeting of the company for approval.

2. Approve and recommend that the Annual General Shareholder's Meeting approves the following company profit (loss) distribution for the results of financial year 2005 (except for the company's profit amounting to 27,889,000 rubles distributed as dividends on ordinary shares at the end of the nine months of 2005):


(thousand rubles)

Undistributed profit (loss) of the reporting period:

596,936

Distribute as follows: Reserve fund

31,241

Accumulation fund

-

Dividends

565,695

Repayment of losses of previous years

-

 

Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 3: Recommendations on the amount of dividends on the company's shares and the procedure of their payment;

 

Decision:

Recommend the annual General Shareholder Meeting of the company to make the following decisions:

1. Pay dividends on ordinary shares of the company on the basis of results for 2005 to the amount of 0.005441922 rubles per share of the company in the monetary form within 60 days from the date of making a decision on dividend payout.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 4: Approve the report on execution of key performance indicators (KPI) of JSC HydroOGK for 2005.


Decision:

1. Take into consideration the report on execution of key performance indicators (KPI) of JSC HydroOGK for the fourth quarter of 2005 (Appendix 3.1).

2. Take into consideration the report on execution of key performance indicators (KPI) of JSC HydroOGK for 2005 (Appendix 3.2).


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)


"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 5: Amending the Provision on material incentives for top managers of JSC HydroOGK.


Decision:

1. Amend the Provision on material incentives for top managers of JSC HydroOGK approved by a decision of the Board of Directors of JSC HydroOGK (minutes No. 10 dated 10.10.2005) as follows:

- in clause 3.2 substitute the words "being an integral appendix to the present decision".

2. Announce Appendix 1 to the Provision on material incentives for top managers of JSC HydroOGK (quarterly and annual key performance indicators and their values and bonus calculation procedure for Top managers of JSC HydroOGK responsible for their performance) invalid since 01.01.2006.

 

Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 6: Approval of insurance coverage programme of JSC HydroOGK for 2006.


Decision:

Approve insurance coverage programme of JSC HydroOGK for 2006 according to Appendix 4 to the amount of 1,666,560 rubles.

 

Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 7: Granting the company's guarantee for obligations of JSC Zaramagskiye HPPs and JSC Cascade of Nizhne-Cherekskiye HPPs connected with financial restructuring of joint-stock companies under control of JSC KEUK.


Decision:

Approve granting of the company's guarantee for obligations of JSC Zaramagskiye HPPs and JSC Cascade of Nizhne-Cherekskiy HPPs connected with financial restructuring and reorganisation of joint-stock companies under control of JSC KEUK:

- under obligations of JSC Zaramagskiye HPPs to pay a debt to JSC OGK-5 to the amount of 65,117,100 (sixty five million one hundred and seventy thousand one hundred) rubles;

- under obligations of JSC Zaramagskiye HPPs to pay a debt to JSC Novocherkasskaya SDPP to the amount of 7,293,000 (seven million two hundred and ninety three thousand) rubles;

- under obligations of JSC Zaramagskiye HPPs to pay a debt to JSC Stavropolskaya SDPP to the amount of 29,529,900 (twenty-nine million five hundred and twenty thousand nine hundred) rubles;

- under obligations of JSC Cascade of Nizhne-Cherekskiye HPPs to pay a debt to JSC OGK-5 to the amount of 120,892,200 (one hundred and twenty million eight hundred ninety two thousand and two hundred) rubles;

- under obligations of JSC Cascade of Nizhne-Cherekskiy HPPsto pay a debt to JSC Novocherkasskaya SDPP to the amount of 48,516,000 (forty eight million five hundred and sixteen thousand) rubles;


- under obligations of JSC Cascade of Nizhne-Cherekskiye HPPs to pay a debt to JSC Stavropolskaya SDPP to the amount of 95,455,499 (ninety five million four hundred and fifty five thousand four hundred and ninety nine) rubles.

The term of guarantee - before the guaranteed obligations are fulfilled.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 8: Nomination of candidates by the company for their election to the management and control bodies of those entities in which the company participates.


Decision:

Nominate a candidate Ali Abdullaevich Sottaev for election as general director of JSC KabbalkHPP.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 9: On determination of the company's (company's representatives) opinion regarding the issues in agendas of the Board of Directors' meetings and General Meetings of subsidiaries' and affiliates' shareholders.


Decision:

1. Instruct the company's representatives in the Board of Directors of JSC Votkinskaya HPP to vote FOR inclusion of the following matter into the agenda of the General Shareholders' Meeting:

Approval of transactions (transaction) between JSC Votkinskaya HPP and JSC TGK-9 which are interested party transactions.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.

 

2.1. Instruct representatives of the company in the Board of Directors of JSC Cascade of Verkhnevolzhskiye HPPs, to vote "FOR" the following decisions:

- approve the Insurance Coverage Programme of JSC Cascade of Verkhnevolzhskiye HPPs for 2006 pursuant to Appendix 5.

2.2. Instruct the company's representatives in the Board of Directors of JSC Sulakenergo to vote FOR the following decision:

- approve the Insurance Coverage Programme of JSC Sulakenergo for 2006 pursuant to Appendix 6.

2.3. Instruct the company's representatives in the Board of Directors of JSC MC HydroOGK to vote FOR the following decision:

- approve the Insurance Coverage Programme of JSC MC HydroOGK for 2006 pursuant to Appendix 7.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0


Decision made.


3.1. To authorise representatives of the company in the Board of Directors of JSC Volzhskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Volzhskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 8.

3.2. To authorise representatives of the company in the Board of Directors of JSC Zhigulevskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Zhigulevskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 9.

3.3. To authorise representatives of the company in the Board of Directors of JSC Votkinskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Votkinskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 10.

3.4. To authorise representatives of the company in the Board of Directors of JSC Cascade of Verkhnevolzhskiye HPPs, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Cascade of Verkhnevolzhskiye HPPs for the fourth quarter of 2005 and for the whole 2005 according to Appendix 11.

3.5. To authorise representatives of the company in the Board of Directors of JSC Kamskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Kamskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 12.

3.6. To authorise representatives of the company in the Board of Directors of JSC Saratovskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Saratovskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 13.

3.7. To authorise representatives of the company in the Board of Directors of JSC Nizhegorodskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Nizhegorodskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 14.

3.8. To authorise representatives of the company in the Board of Directors of JSC Sulakenergo to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Sulakenergo HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 15.

3.9. To authorise representatives of the company in the Board of Directors of JSC Boguchanskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Boguchanskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 16.

3.10. To authorise representatives of the company in the Board of Directors of JSC Zelenchukskiye HPPs, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Zelenchukskiye HPPs for the fourth quarter of 2005 and for the whole 2005 according to Appendix 17.

3.11. To authorise representatives of the company in the Board of Directors of JSC Zamaragskiye HPPs, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Zamaragskiye HPPs for the fourth quarter of 2005 and for the whole 2005 according to Appendix 18.

3.12. To authorise representatives of the company in the Board of Directors of JSC Zeyskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Zeyskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 19.

3.13. To authorise representatives of the company in the Board of Directors of JSC Neporozhniy SShHPP to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Neporozhniy SShHPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 20.

3.14. To authorise representatives of the company in the Board of Directors of JSC MC HydroOGK to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC MC HydroOGK for the fourth quarter of 2005 and for the whole 2005 according to Appendix 21.

3.15. To authorise representatives of the company in the Board of Directors of JSC KabbalkHPP to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC KabbalkHPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 22.

3.16. To authorise representatives of the company in the Board of Directors of JSC Bureyskaya HPP, to vote FOR the following decision:

- approve the report on execution of key performance indicators (KPI) of JSC Bureyskaya HPP for the fourth quarter of 2005 and for the whole 2005 according to Appendix 23.


Voting results:

"For" - 7 (A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, B. I. Ayuev, D. V. Ponomarev, P. Endsjo)

"Against" - 0

"Abstained" - 0

Decision made.




Questionnaires of the members of the Board of Directors are attached.

 


 

Deputy Chairman of the Board of Directors                        A. B. Chubais

 

Secretary of the Board of Directors                                   V. S. Pushkarev

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