Minutes of 28.04.2006 №19

MINUTES No. 19

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                     April 28, 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:      Viktor Borisovich Khristenko

                                                                                  Anatoly Borisovich Chubais

                                                                                  Vyacheslav Yuryevich Sinyugin           

                                                                                  Yakov Moiseevich Urinson

                                                                                  Andrey Natanovich Rappoport

                                                                                  Boris Ilyich Ayuev

                                                                                  Vasily Aleksandrovich Zubakin

                                                                                  Dmitry Valeryevich Ponomarev

                                                                                  David Aleksander Khern



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. Participation of the company in the BEMO project corporate structure.

2. Approval of the report on implementation of the company's business plan for 2005.

3. Determination of the company's position (company's representatives) on the agenda issues of the meetings of the Boards of Directors and general shareholders' meetings of subsidiaries and affiliates (SA) of the company.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Participation of the company in the BEMO project corporate structure.


Decision:

1. In case of entering into a Partnership agreement with JSC RUSAL:

1.1. Approve participation of JSC HydroOGK in HydroOGK Power Intermediary company Ltd under the following essential terms:

Organisational form of HydroOGK Power Intermediary Company Ltd: private company limited by shares;

- Location of HydroOGK Power Intermediary company Ltd: Republic of Cyprus;

- Founders of HydroOGK Power Intermediary Company Ltd: JSC HydroOGK and JSC MC HydroOGK;

- The authorised capital of HydroOGK Power Intermediary Company Ltd: 10,000 (ten thousand) Cypriote pounds divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) Cypriote pound per each share;

- Distribution of shares of HydroOGK Power Intermediary Company Ltd: JSC HydroOGK: 9,999 (nine thousand, nine hundred and ninety-nine) shares; JSC MC HydroOGK: 1 share;

- The form of share payment: monetary assets;

- The purpose of establishment of HydroOGK Power Intermediary Company Ltd: established HydroOGK Power Intermediary Company Ltd shall act in the future collectively with its parent company JSC RUSAL being the founder of a foreign legal entity in the form of a private company limited by shares with registered location in the Republic of Cyprus and acting as a joint venture between JSC HydroOGK and JSC RUSAL in relation to Boguchanskaya HPP.

1.2. Approve participation of JSC HydroOGK in HydroOGK Aluminium Intermediary Company Ltd under the following essential terms:

- Organizational form of HydroOGK Aluminium Intermediary Company Ltd: private company limited by shares;

- Location of HydroOGK Aluminium Intermediary Company Ltd: Republic of Cyprus;

- Founders of HydroOGK Aluminium Intermediary Company Ltd: JSC HydroOGK and JSC MC HydroOGK;

- The authorised capital of HydroOGK Aluminium Intermediary Company Ltd: 10,000 (ten thousand) Cypriote pounds divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) Cypriote pound per each share;

- Distribution of shares of HydroOGK Aluminium Intermediary Company Ltd: JSC HydroOGK - 9,999 (nine thousand, nine hundred and ninety-nine) shares; JSC MC HydroOGK - 1 share;

- The form of share payment: monetary assets;

- The purpose of establishment of HydroOGK Aluminium Intermediary Company Ltd: established HydroOGK Aluminium Intermediary Company Ltd shall act in the future collectively with its parent Company JSC RUSAL being the founder of a foreign legal entity in the form of a private Company limited by shares with registered location in the Republic of Cyprus and acting as a joint venture between JSC HydroOGK and JSC RUSAL in relation to Boguchansky Aluminium Smelter.

1.3. Approve participation of JSC HydroOGK in CJSC Boguchansky Aluminum Smelter by way of acquiring additional shares of CJSC Boguchansky Aluminum Smelter from its sole founder JSC RUSAL under the following essential conditions:

- Category, type of shares - ordinary registered shares;

- The authorised capital of CJSC Boguchansky Aluminum Smelter: 10,000 (ten thousand) rubles, divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) ruble per each share;

- Number of shares of CJSC Boguchansky Aluminum Smelter to be purchased by JSC HydroOGK - 5,000 (five thousand) shares;

- Share acquisition price set by of CJSC Boguchansky Aluminum Smelter - at a nominal value;

- Payment method - monetary assets;

- Participation share of JSC HydroOGK in the authorised capital of of CJSC Boguchansky Aluminum Smelter after acquisition of shares - 50 per cent.

1.4. Approve participation of JSC HydroOGK in CJSC Organiser of Construction of Boguchanskaya HPP to be established in accordance with the applicable legislation of the Russian Federation, under the following essential terms:

- Founders of CJSC Organiser of Construction of Boguchanskaya HPP: JSC HydroOGK and JSC RUSAL;

- The authorised capital of CJSC Organiser of Construction of Boguchanskaya HPP: 10,000 (ten thousand) rubles, divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) ruble;

- Distribution of shares of CJSC Organiser of Construction of Boguchanskaya HPP between the founders: JSC HydroOGK - 5,100 shares that constitutes 51 per cent of the authorised capital, JSC RUSAL - 4,900 shares that constitutes 49 per cent of the authorised capital;

- The form of share payment: monetary assets;

- Deadline for payment for the shares: shares are paid within 1 (one) year from the moment of state registration of CJSC Organiser of Construction of Boguchanskaya HPP; at least 50 per cent of shares must be paid within 3 months from the moment of state registration of CJSC Organiser of Construction of Boguchanskaya HPP;

- The order of share payment: shares shall be paid at their placement in full;

- The purpose of establishment of CJSC Organiser of Construction of Boguchanskaya HPP: acting as the Organiser of Construction of Boguchanskaya HPP.

1.5. Approve participation of JSC HydroOGK in CJSC Organiser of Construction of Boguchansky Aluminum Smelter to be established in accordance with the applicable legislation of the Russian Federation, under the following essential terms:

- Founders of CJSC Organiser of Construction of Boguchansky Aluminum Smelter: JSC HydroOGK and JSC RUSAL;

- The authorised capital of CJSC Organiser of Construction of Boguchansky Aluminum Smelter: 10,000 (ten thousand) rubles, divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) ruble per each share;

- Distribution of shares of CJSC Organiser of Construction of Boguchansky Aluminum Smelter between the founders: JSC HydroOGK - 4,900 shares that constitutes 49 per cent of the authorised capital, JSC RUSAL - 5,100 shares that constitutes 51 per cent of the authorised capital;

- The form of share payment: monetary assets;

- Deadline for payment for the shares: shares are paid within 1 (one) year from the moment of state registration of CJSC Organiser of Construction of Boguchansky Aluminum Smelter; at least 50 per cent of shares must be paid within 3 months from the moment of state registration of CJSC Organiser of Construction of Boguchansky Aluminum Smelter;

- The order of share payment: shares shall be paid at their placement in full;

- The purpose of establishment of CJSC Organiser of Construction of Boguchansky Aluminum Smelter: acting as the Organiser of Construction of Boguchansky Aluminum Smelter.

1.6. Approve participation of JSC HydroOGK in CJSC Customer of Construction of Boguchanskaya HPP to be established in accordance with the applicable legislation of the Russian Federation, under the following essential terms:

- Founders of CJSC Customer of Construction of Boguchanskaya HPP: JSC HydroOGK and JSC RUSAL;

- The authorised capital of CJSC Customer of Construction of Boguchanskaya HPP: 10,000 (ten thousand) rubles, divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) ruble per each share;

- Distribution of shares of CJSC Customer of Construction of Boguchanskaya HPP between the founders: JSC HydroOGK - 4,900 shares that constitutes 49 per cent of the authorised capital, JSC RUSAL - 5,100 shares that constitutes 51 per cent of the authorised capital;

- The form of share payment: monetary assets;

- Deadline for payment for the shares: shares are paid within 1 (one) year from the moment of state registration of CJSC Customer of Construction of Boguchanskaya HPP; at least 50 per cent of shares must be paid within 3 months from the moment of state registration of CJSC Customer of Construction of Boguchanskaya HPP;

- The order of share payment: shares shall be paid at their placement in full;

- The purpose of establishment of CJSC Customer of Construction of Boguchanskaya HPP: acting as the Customer of Construction of Boguchanskaya HPP.

1.7. Approve participation of JSC HydroOGK in CJSC Customer of Construction of Boguchansky Aluminum Smelter to be established in accordance with the applicable legislation of the Russian Federation, under the following essential terms:

- Founders of CJSC Customer of Construction of Boguchansky Aluminum Smelter: JSC HydroOGK and JSC RUSAL;

- The authorised capital of CJSC Customer of Construction of Boguchansky Aluminum Smelter: 10,000 (ten thousand) rubles, divided into 10,000 (ten thousand) shares with a nominal value of 1 (one) ruble per each share;

- Distribution of shares of CJSC Customer of Construction of Boguchansky Aluminum Smelter between the founders: JSC HydroOGK - 5,100 shares that constitutes 51 per cent of the authorised capital, JSC RUSAL - 4,900 shares that constitutes 49 per cent of the authorised capital;

- The form of share payment: monetary assets;

- Deadline for payment for the shares: shares are paid within one year from the moment of state registration of CJSC Customer of Construction of Boguchansky Aluminum Smelter; at least 50 per cent of shares must be paid within three months from the moment of state registration of CJSC Customer of Construction of Boguchansky Aluminum Smelter;

- The order of share payment: shares shall be paid at their placement in full;

- The purpose of establishment of CJSC Customer of Boguchansky Aluminum Smelter is to act as the customer of Boguchansky Aluminum Smelter.

1.8. Approve the change of participation share of JSC HydroOGK in HydroOGK Power Intermediary Company Ltd established in accordance with clause 1.1 of the present decision by way of acquiring shares of HydroOGK Power Intermediary Company Ltd under the following essential terms:

- The form of payment for shares of HydroOGK Power Intermediary Company Ltd: JSC HydroOGK transfers its shares of JSC Boguchanskaya HPP to pay for additional shares of HydroOGK Power Intermediary Company Ltd;

- Type, category of the carved-out shares of JSC Boguchanskaya HPP. ordinary registered shares with par value of 1 (one) ruble each;

- Number of the carved-out shares of JSC Boguchanskaya HPP: 4,044,618,811 (four billion, forty‑four million, six hundred and eighteen thousand eight hundred and eleven) shares;

- Carve-out price of shares of JSC Boguchanskaya HPP: at the marker value determined by an independent appraiser selected among independent appraisers accredited by the Evaluation Committee attached to the Board of Directors of JSC RAO UES of Russia;

- The placing price of shares of HydroOGK Power Intermediary Company Ltd to be acquired by JSC HydroOGK: at the nominal value of 1 (one) Cypriote pound per each share, to the total amount of not less than the market value of shares transferred to pay for additional shares of JSC Boguchanskaya HPP, determined by an independent appraiser selected among independent appraisers accredited by the Evaluation Committee attached to the Board of Directors of JSC RAO UES of Russia;

- Term and additional conditions to carve out shares of JSC Boguchanskaya HPP: ordinary registered shares of JSC Boguchanskaya HPP owned by JSC HydroOGK are transferred in return for additional shares of HydroOGK Power Intermediary Company Ltd within 30 calendar days from the date JSC RUSAL sends JSC HydroOGK written offers of banks that confirm an intention of these banks to provide JSC HydroOGK and JSC RUSAL (or their affiliated entities) with loans for interim (bridge) financing of construction of Boguchansky Aluminum Smelter provided that the parameters of this bridge financing must not be less than: 

- Volume of credits: 390 million US dollars as minimum;

- Credit rate: not more than a sum - three month Libor + 7 per cent per year in US dollars;

- Final redemption of the credit principal: not earlier than in 3 years from the date of credit granting with possible premature redemption.


1.9. Approve the change of participation share of JSC HydroOGK in HydroOGK Aluminium Intermediary Company Ltd established in accordance with clause 1.2 of the present decision by way of acquiring shares of HydroOGK Aluminium Intermediary Company Ltd under the following terms:

- The form of payment for shares of HydroOGK Aluminium Intermediary Company Ltd: JSC HydroOGK transfers its shares of CJSC Boguchansky Aluminum Smelter to pay for additional shares of HydroOGK Aluminium Intermediary Company Ltd;

- Type, category of the carved-out shares of CJSC Boguchansky Aluminum Smelter: ordinary registered shares with par value of 1 (one) ruble each;

- Quantity of the carved-out shares of CJSC Boguchansky Aluminum Smelter: 5,000 (five thousand) shares;

- Price of the carved-out shares of CJSC Boguchansky Aluminum Smelter: at the nominal value;

- The placing price of shares of HydroOGK Aluminium Intermediary Company Ltd to be acquired by JSC HydroOGK: at the nominal value of one Cypriote pound per each share, to the total amount of no less than the value of shares of CJSC Boguchansky Aluminum Smelter to be transferred (at the nominal value);

- Term and additional conditions to carve out shares of JSC Boguchansky Aluminum Smelter: ordinary registered shares of JSC Boguchansky Aluminum Smelter owned by JSC HydroOGK are transferred in return for additional shares of HydroOGK Aluminum Intermediary Company Ltd within 30 calendar days from the date JSC RUSAL sends JSC HydroOGK written offers of banks that confirm an intention of these banks to provide JSC HydroOGK and JSC RUSAL (or their affiliated entities) with loans for interim (bridge) financing of construction of Boguchansky Aluminum Smelter provided that the parameters of this bridge financing must not be less than:

- Volume of credits: 390 million US dollars as minimum;

- Credit rate: not more than a sum - three month Libor + 7 per cent per year in US dollars;

- Final redemption of the credit principal - not earlier than in 3 years from the date of credit granting with possible premature redemption.

1.10. Approve the change of participation share of JSC HydroOGK in HydroOGK Aluminium Intermediary Company Ltd established in accordance with clause 1.2 of the present decision by way of acquiring shares of HydroOGK Aluminium Intermediary Company Ltd under the following terms:

- The form of payment for shares of HydroOGK Aluminium Intermediary Company Ltd: JSC HydroOGK transfers the right for using its PA-300 electrolysis technology to the amount of up to 300,000 tones per year in return for additional shares of HydroOGK Aluminium Intermediary Company Ltd;

- The price of transfer of the right for using the PA-300 electrolysis technology is not less than the acquisition price;

- The placing price of shares of HydroOGK Aluminium Intermediary Company Ltd to be acquired by JSC HydroOGK: at the nominal value of 1 (one) Cypriote pound per share, to the total amount of no less than the price of acquisition of the right for using the PA-300 electrolysis technology.

1.11. Following the results of negotiations instruct the Chairman of the Management Board of JSC HydroOGK V. Yu. Sinyugin, to conclude a co-operation agreement for collective implementation of the BEMO project with JSC RUSAL.

1.12. Instruct JSC HydroOGK's representatives in the Board of Directors of JSC MC HydroOGK to vote FOR making the following decisions on participation of JSC MC HydroOGK in HydroOGK Power Intermediary Company Ltd and HydroOGK Aluminium Intermediary Company Ltd on the terms and conditions specified in sub-clauses 1.1 and 1.2 of the present decision.

 

Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, A. N. Rappoport, B. I. Ayuev, D. V. Ponomarev)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

 

Matter 2: Approval of the report on implementation of the company's business plan for 2005.


Decision:

Approve the report on implementation of the company's business plan for 2005 pursuant to Appendix.

 

Voting results:

"For" - 9 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, A. N. Rappoport, B. I. Ayuev, D. V. Ponomarev, D. Khern)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 3: Determination of the company's position (company's representatives) on the agenda issues of the meetings of the Boards of Directors and general shareholders' meetings of subsidiaries and affiliates (SA) of the company.

 

Decision:

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

Approve participation of JSC Saratovskaya HPP in JSC Nizhne-Bureyskaya HPP under the following conditions:

1.1. Authorised capital of JSC Nizhne-Bureyskaya HPP - 150 000 (one hundred and fifty thousand) rubles;

1.2. Share of JSC Saratovskaya HPP in the authorised capital of JSC Nizhne-Bureyskaya HPP is 100 per cent;

1.3. Category, type of shares of JSC Nizhne-Bureyskaya HPP placed at establishment is ordinary registered shares;

- Nominal value of 1 (one) share - 1 (one) rubles;

- The number of shares placed is 150,000 (one hundred and fifty thousand) shares;

1.4. The method of payment of the authorised capital of JSC Nizhne-Bureyskaya HPP - monetary assets.

1.5. The order of payment of the authorised capital - shares are paid within a year from the moment of state registration of JSC Nizhne-Bureyskaya HPP. At least 50 per cent of the JSC Nizhne‑Bureyskaya HPP's shares shall be paid within 3 months from the moment of state registration of the company.


Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, A. N. Rappoport, B. I. Ayuev, D. V. Ponomarev)

"Against" - 1 (David Khern)

"Abstained" - 0

Decision made.


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

Approve participation of JSC Saratovskaya HPP in JSC Nizhne-Zeyskaya HPP under the following conditions:

2.1. Authorised capital of JSC Nizhne-Zeyskaya HPP - 150,000 (one hundred and fifty-thousand) rubles;

2.2. Share of JSC Saratovskaya HPP in the authorised capital of JSC Nizhne-Zeyskaya HPP is 100 per cent;

2.3. Category, type of shares of JSC Nizhne-Zeyskaya HPP placed at establishment is ordinary registered shares;

- Nominal value of 1 (one) share - 1 (one) rubles;

- The number of shares placed is 150,000 (one hundred and fifty thousand) shares;

2.4. The method of payment of the authorised capital of JSC Nizhne-Zeyskaya HPP - monetary assets.

2.5. The order of payment of the authorised capital - shares are paid within a year from the moment of state registration of JSC Nizhne-Zeyskaya HPP. At least 50 per cent of the JSC Nizhne-Zeyskaya HPP's shares shall be paid within 3 months from the moment of state registration of the company.

 

Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin, Ya. M. Urinson, V. A. Zubakin, A. N. Rappoport, B. I. Ayuev, D. V. Ponomarev)

"Against" - 1 (David Khern)

"Abstained" - 0

Decision made.



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

 

 



Chairman of the Board of Directors                                                               V. B. Khristenko

 

Secretary of the Board of Directors                                                               V. S. Pushkarev

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