Minutes of 14.05.2008 №53

MINUTES No. 53

OF THE BOARD OF DIRECTORS MEETING

 

Date and time of the Board of Directors meeting

(date and time of vote counting):                                                 May 14, 2008, 6.00 p.m.

                                                                                               (Moscow time)

Minutes dated:                                                                           May 16, 2008

Form of vote:                                                                             by questioning

Site of vote counting:                                                                 Moscow, Arkhitektora Vlasova Str., 51

Number of elected members of the Board of Directors:                    13

Members of the Board of Directors present at meeting:                    V. B. Khristenko

                                                                                               A. B. Chubais

                                                                                               B. I. Ayuev

                                                                                               D. A. Askinadze

                                                                                               Yu. M. Medvedev

                                                                                               D. V. Ponomarev

                                                                                               A. N. Rappoport

                                                                                               Remes Seppo

                                                                                               V. Yu. Sinyugin

                                                                                               Yu. A. Udaltsov

                                                                                               Ya. M. Urinson

                                                                                               R. Z. Khamitov

                                                                                               David 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. Convening the Annual General Shareholders' Meeting.

2. Approval of the Annual Report of JSC HydroOGK based on results for 2007.

3. Review of Annual Report, Annual Financial Report including the JSC HydroOGK loss and profit report as well as JSC HydroOGK profit and loss distribution guidelines based on the results of the 2007 financial year.

4. Recommendations on the amount of dividend on shares of JSC HydroOGK and the order of their repayment based on the results of 2007.

5. Review of the company's auditor.

6. Draft version of JSC HydroOGK Articles of Association as amended and draft new documents of JSC HydroOGK as amended.

7. Recommendations to the General Shareholders' Meeting of the company on the matter of an increase in the authorised capital of the company.

8. Determining the offering price for additional company shares.

9. Establishing the branch of JSC HydroOGK - Irganayskaya HPP and alteration of JSC HydroOGK's Articles of Association related to setting up the branch.

10. Participation (change in participation interest) of JSC HydroOGK in JSC NChHPPs Cascade.

11. Review of report about fulfilment of the company's Insurance Coverage Programme for the fourth quarter of 2008 and report on the fulfilment of civil liability insurance for 2007.

12. Compensation to be paid to members of the company's Management Board.

13. Approving the company's transactions:

13.1. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC Lengidroproekt HydroOGK.

13.2. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC Engineering Centre UES.

13.3. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC REMIK.

13.4. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC B. E. Vedeneev VNIIG.

13.5. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC Sibirsky ETNC.

14. Determination of company's (company's representatives) opinion regarding the agenda of the Board of Directors Meeting and General Shareholders' Meeting of company's subsidiaries and affiliates (SA).

14.1. Decision on participation of JSC Hydroinvest in other organisations.


RESULTS OF VOTING ON AGENDA:


Matter 1: Convening the Annual General Shareholders' Meeting.


Decision:

1.1. Convene Annual General Shareholders' Meeting of JSC HydroOGK (hereinafter - the company) in form of a meeting (joint presence).

1.2. Specify the date of the Annual General shareholders' Meeting of the company to be June 25, 2008.

1.3. Specify the time of the company's Annual General Shareholders' Meeting as 11 a.m., local time.

1.4. Specify the time of beginning of registration for participants of the Annual General Shareholders' Meeting of the company to be 09 hours 00 minutes, local time.

1.5. Specify the venue of the Annual General Shareholders' Meeting of the company - Moscow, Russian Federation, Partizanskaya Str., 23, ZODCHIYE cultural centre.

1.6. Specify the following agenda of the Annual General Shareholders' Meeting:

1) Approval of annual report, annual accounting report including the company's loss and profit report as well as the profit and loss distribution (including dividend payouts) report based on results of 2007 financial year;

2) Approval of the company's auditor;

3) Approval of the new version of the company's Articles of Association;

4) Approval of the regulation about the company's Management Board as amended;

5) Payment of remuneration and compensation to the members of the company's Board of Directors;

6) Payment of remuneration and compensation to members of the company's Audit Commission;

7) Election of members of the Board of Directors of the company;

8) Election of members of the Audit Commission of the company;

9) An increase in the company's authorised capital by offering additional shares.

1.7. Specify the date of drawing up the list of individuals entitled to participate in the Annual General Shareholders' Meeting of the company of May 15, 2008.

1.8.1. Specify that the following documents shall represent the information (materials) to be provided to individuals entitled to participate in the Annual General Shareholders' Meeting of JSC HydroOGK:

- annual accounting reports including the auditor's conclusion, statement of the Audit Commission of the company following the results of the audit of the annual accounting reports;

- Company's annual report on the results of work for 2007;

- statement of the company's Audit Commission on reliability of the data contained in the company's annual report;

- information about the candidates for the Board of Directors;

- information on the candidates for the Audit commission;

- information on the choice of the company's auditor;

- information about availability or non-availability of the written consent of the candidates nominated for election to the company's Board of Directors and the Audit Commission;

- evaluation of the company's Auditor's conclusion prepared by the Audit Committee for the company's Board of Directors;

- effective Articles of Association of the company (with amendments and supplements);

- draft company's Articles of Association as amended;

- recommendations of the company's Board of Directors on distribution of profit and losses following the results of the financial year;

- recommendations of the company's Board of Directors on the dividend for the company shares and the procedure of its repayment;

- effective regulation of the company's Management Board;

- regulation about the company's Management Board as amended;

- effective provision on payment of remuneration and compensation to the members of the Board of Directors of the company;

- draft provision on payment of remuneration and compensation to members of the Board of Directors of the company as amended;

- effective provision on payment of remuneration and compensation to the members of the Audit Commission of the company;

- draft provision on payment of remuneration and compensation to members of the Audit Commission of the company as amended;

- conclusion of independent assessor regarding the market value of JSC HydroOGK shares;

- draft decisions of the Annual General Shareholders' Meeting according to the agenda.

1.8.2. Establish that all the participants are entitled to participate in the Annual General Shareholders and may be presented with the specified information (materials) in the period from June 5, 2008 to June 25, 2008 (inclusive) from 10 a.m. to 6 p.m. (Moscow time) at the following addresses:

- Moscow, Arkhitektora Vlasova, 51;

- Moscow, B. Pochtovaya Str., 34, bld. 8, JSC Central Moscow Depositary;

- at the company's web-site: www.rushydro.ru;

- as well as on June 25, 2008 (on the day the Annual General Shareholders' Meeting of the company is held) at the venue of the Annual General Shareholders' Meeting of the company: Moscow, Partizanskaya Str., 23, ZODCHIYE cultural centre.

1.9. Approve the form and text of the announcement regarding running of the Annual General Shareholders' Meeting of JSC HydroOGK (Appendix 1).

1.10. To publish the announcement for the Annual General Shareholders' Meeting of JSC HydroOGK in Vedomosty newspaper and post it on the company's web-site on the internet , www.rushydro.ru by May 26, 2008 at the latest.

1.11. Approve the form and the text of voting ballots at the Annual General Shareholders' Meeting (Appendix 2).

1.12.1. To establish that the voting ballots for the Annual General Shareholders' Meeting of JSC HydroOGK agenda points are sent by registered mail or handed against signature to each person included in the list of individuals entitled to participate in the Annual General Shareholders' Meeting,
by June 5, 2008 at the latest.

1.12.2. Determine that the filled-in voting ballots can be sent at the following mail address:

- 105082, Moscow, B. Pochtovaya Str., 34, bld. 8, JSC Central Moscow Depositary.

1.12.3. To specify that when establishing a quorum and summing up the voting results, the votes submitted by the voting papers received at the location specified in clause 1.12.2 of the present decision no later than June 23, 2008 shall be taken into consideration.

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 2: Approval of the Annual Report of JSC HydroOGK based on results for 2007.


Decision:

Approve the Annual Report of JSC HydroOGK based on results of work for 2007 (Appendix 3) and submit it to the Annual General Shareholders' Meeting of JSC HydroOGK for approval.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, David Khern)

"Against" - 0

"Abstained" - 1 (R. Z. Khamitov)

Decision made.

 


Matter 3: Review of Annual Report, Annual Financial Report including the JSC HydroOGK loss and profit report as well as JSC HydroOGK profit and loss distribution guidelines based on the results of the 2007 financial year.



Decision:

3.1. To approve the annual accounting reports of the company following the results of 2007 (Appendix 4) and submit it to the annual general shareholder meeting of the company for approval.

3.2. Approve and recommend that the Annual General Shareholder's Meeting approves the following company profit (loss) distribution for the results of financial year 2007(except for the company's profit amounting to 1,119,000,000 rubles distributed as dividends on ordinary shares at the end of the first quarter of 2007):



(thousand rubles)

Undistributed profit (loss) of the reporting period:

7,496,731

Distribute as follows:                     Reserve fund

430,787

Accumulation fund

7,065,944

Dividends

-

Repayment of losses of previous years

-


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 1 (Yu. M. Medvedev)

"Abstained" - 0

Decision made.

 

 

Matter 4: Recommendations on the amount of dividend on shares of JSC HydroOGK and procedure of their repayment based on the results of 2007.


Decision:

To recommend that the Annual General Shareholder's Meeting decides the issue of dividends' payment based on the results of 2007:

With allowance for payment of dividends on the company ordinary shares at the end of the first quarter of 2007 to the sum of 1,119,000,000 rubles no dividends shall be paid on the company ordinary shares based on results of 2007.


Voting results:

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

"Against" - 4 (V. B. Khristenko, Yu. M. Medvedev, R. Z. Khamitov, D. A. Askinadze)

"Abstained" - 1 (Remes Seppo)

Decision made.



Matter 5: Review of the company's auditor.


Decision:

Recommend the annual General Shareholders' Meeting of the company to make the following decision:

To approve JSC Price Waterhouse Coopers Audit (Moscow, license No. Е 000376 of May 20, 2002) as the auditor of the company.


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.




Matter 6: Draft version of JSC HydroOGK Articles of Association as amended and draft new documents of JSC HydroOGK as amended.


Decision:

Recommend the annual General shareholder meeting of the company to make the following decisions:

1. To approve the company's Articles of Association in the new version (Appendix 5).

2. To approve the Regulation about the company's Management Board in the new version (Appendix 6).

3. To approve provision on payment of remuneration and compensation to members of the Board of Directors of the company as amended (Appendix 7).

4. To approve provision on payment of remuneration and compensation to members of the company's Audit Commission as amended (Appendix 8).


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

" Against " - 1 (D. A. Askinadze)

"Abstained" - 0

Decision made.



Matter 7: Recommendations to the General Shareholders' Meeting of the company on the matter of an increase in the authorised capital of the company.


Decision:

To recommend that the General Shareholder's Meeting makes the following decision regarding the subject of "Increase of authorised capital of the company by means of placing additional shares":

- increase the company's authorised capital by placing supplementary ordinary registered shares to the number of 4,300,000,000 (four billion three-hundred million) shares with the face value of 1 (one) ruble per share to the total amount by face value of 4,300,000,000 (four billion three-hundred million) rubles;

- method of placement - private subscription, group of individuals among which additional shares are assumed to be placed - the Russian Federation (represented by authorised state body);

- the offering price of additional shares (including those placed for people specified in the list of individuals entitled to exercise the pre-emptive right for acquisition of additional shares) shall conform with the price established by the company's Board of Directors in accordance with the articles 36, 77 of the Federal Legislation On Joint-Stock Companies based on conclusion of independent assessor which amounts to 2 (two) rubles 02 (two) kopecks for 1 (one) additional ordinary registered share;

- the form of shares payment - monetary assets;

- share payment procedure - the shares shall be paid in full upon their placement.


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

 


Matter 8: Determining the offering price for additional company shares.


Decision:

Establish the offering price of placement additional ordinary shares of the company (including those placed to the people specified in the list of individuals entitled to exercise the pre-emptive right for acquisition of additional shares being placed) in the amount of 2 (two) rubles 02 (two) kopecks for
1 (one) additional ordinary registered share based on the market value determined by independent assessor (LLC Institut Problem Predprinimatelstva).



Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.




Matter 9: Establishing the branch of JSC HydroOGK - Irganayskaya HPP and alteration of JSC HydroOGK's Articles of Association related to setting up the branch.


Decision:

9.1. Establish the JSC HydroOGK Branch - Irganayskaya HPP as of 01.06.2008 (on the base of separate subdivision of JSC HydroOGK Branch - Irganayskaya HPP).

9.2. Amend the JSC HydroOGK Articles of Association presenting the Appendix 1 List of Branches and Representative Offices of JSC HydroOGK of new version of the JSC HydroOGK Articles of Association as per Appendix 9 to the present resolution.

9.3. Instruct the chairman of the Management Board B. Yu. Sinyugin to ensure that all administrative and technical measures related to establishment of the JSC HydroOGK Branch by the specified date are taken.


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 10: Participation (change in participation interest) of JSC HydroOGK in JSC NChHPPs Cascade.


Decision:

10.1. Approve change of participation interest of JSC HydroOGK in JSC NChHPPs Cascade on the following conditions:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC NChHPPs Cascade with face value of 1 (one) ruble for one share in the amount up to 2,384,419,948 (two billion three hundred and eighty-four million four hundred and nineteen thousand nine hundred and forty-eight) shares;

- share acquisition price: as per market value determined by independent assessor and approved by Evaluation Committee under the Board of Directors of JSC RAO UES of Russia which amounts to 1 (one) ruble for 1 (one) ordinary registered share of JSC NChHPPs Cascade;

- method of share payment - monetary assets;

- share of JSC HydroOGK in the authorised capital of JSC NChHPPs Cascade before share acquisition in compliance with the present decision is 1.85 per cent; share of JSC HydroOGK in the authorised capital of JSC NChHPPs Cascade after share acquisition in compliance with the present decision is up to 92.91 per cent.



Voting results:

"For" - 10 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 2 (Yu. M. Medvedev, D. A. Askinadze)

"Abstained" - 1 (David Khern)

Decision made.


10.2. Establish (with conclusion of independent assessor approved by Evaluation Committee under the Board of Directors of JSC RAO UES of Russia taken into account) that acquisition price of 1 (one) ordinary registered share of JSC NChHPPs Cascade shall amount to 1 (one) ruble.

10.3. Approve conclusion of JSC NChHPPs Cascade share purchase and sale contract between JSC HydroOGK and JSC Cabbulkenergo representing an interested party transaction on the following essential terms:

Parties to Contract:

Seller - JSC Cabbulkenergo

Buyer - JSC HydroOGK

Subject of Contract:

The Seller undertakes to transfer ordinary registered shares of JSC NChHPPs Cascade with face value of
1 (one) ruble for one share in the amount up to 2,384,419,948 (two billion three hundred and eighty-four million four hundred and nineteen thousand nine hundred and forty-eight) shares into the ownership of the Buyer; the Buyer shall be obliged to pay for acquired shares of JSC NChHPPs Cascade.

Share acquisition price: as per market value determined by independent assessor and approved by Evaluation Committee under the Board of Directors of JSC RAO UES of Russia which amounts to 1 (one) ruble for 1 (one) ordinary registered share of JSC NChHPPs Cascade.

The form of share payment: monetary assets.


Voting results:

"For" - 7 (A. B. Chubais, B. I. Ayuev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson)

"Against" - 4 (V. B. Khristenko, Yu. M. Medvedev, R. Z. Khamitov, D. A. Askinadze)

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.



Matter 11: Review of report about fulfilment of the company's Insurance Coverage Programme for the fourth quarter of 2008 and report on the fulfilment of civil liability insurance for 2007.


Decision:

11.1. To take into consideration the report on fulfilment of the Insurance Coverage Programme of Open Joint Stock Company Federal Hydrogeneration Company for the first quarter of 2008 (Appendix 10).

11.2. To take into consideration the report on fulfilment of the Insurance Coverage Programme of Open Joint Stock Company Federal Hydrogeneration Company for 2007 (Appendix 11).


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 12: Compensation to be paid to members of the company's Management Board.


Decision:

To establish compensation for members of the Board of JSC HydroOGK in accordance with Appendix 12.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 1 (Yu. M. Medvedev)

"Abstained" - 0

Decision made.




Matter 13: Approving the company's transactions:


13.1. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC Lengidroproekt HydroOGK.


Decision:

13.1.1. Establish that total cost of work to be acquired by the company as per the design and survey works contract between JSC HydroOGK and JSC Lenhydroproject HydroOGK amounts to 36,580,000 (thirty-six million five hundred and eighty thousand) rubles 00 kopecks, including 18 per cent VAT - 5,580,000 (five million five hundred and eighty thousand) rubles.

13.1.2. To approve a design and survey works contract between JSC HydroOGK and JSC Lenhydroproject HydroOGK (hereinafter referred to as the Contract) representing an interested party transaction on the following essential terms:

Parties to Contract:

Contractor - JSC Lenhydroproject HydroOGK.

Customer - JSC HydroOGK

Subject of Contract:

The Contractor undertakes to complete the following operations as assigned by the Customer within periods, cost and terms specified in the Contract: Comprehensive project to re-design Assembly No. 7 of Novosibirskaya HPP (hereinafter referred to as work) and hand over the work results to the Customer, and the Customer undertakes to accept and pay for result of the work fulfiled.

Scope of work:

First stage. Exploratory design:

- inspection of turbine plant, basic assembly units, engineering structures and development of measures for their reconstruction or replacement;

- vibration testing of the assembly;

- checking electromagnetic environment in the engine room;

- making lists of equipment and operations required during reconstruction of the assembly;

- drawing up survey report.

Second stage. Assembly power selection:

- development of technical assignment for fabrication of hydro turbine plant (with study of power options);

- technical and economic comparison of feasibility assessments.

Third stage. Detail design (approvals package):

- making and approval of technical assignment for detail project development;

- accomplishment of project sections: construction, process equipment, environment protection, organisation of construction, execution of work, occupational safety, estimate in reference prices of 2001;

- approval of the project by Rostekhnadzor(Russian Federal Service for Ecological, Technical and Atomic Supervision) and Rosprirodnadzor (Federal Service for Supervision of Natural Resource Usage).

Fourth stage. Working documentation:

-  development of documents for the assembly process systems: adjustment units incl. OPI, PWS, ventilation, fire extinguishing;

- development of documents for electrical equipment systems, excitation systems, unit relay protection systems, 0.4 kW auxiliaries, control DC power, operating and emergency lighting of the assembly;

- development of construction drawings (replacement of runner chamber, framing for installation of control equipment);

- development of automatic complex control system (ACCS) of the assembly including:

- high control level with integration of existing subsystems of hydroelectric units No. 1-6;

- lower level of hydroelectric unit No. 7 with the unit automatic subsystems, frequency and active power adjustment systems, vibration check and diagnostics systems, generator synchronizer;

- linking the excitation systems and electrical protection systems to ACCS, linking the generating-station and unit circuit breakers control circuits to ACCS;

- service equipment installation;

- installation diagrams, cable log, laying of cables;

- inquiry specifications and report forms for auxiliary and electrical equipment;

-  preparation of technical assignments for development of ACCS cabinets;

- development of assignments for fabrication of non-standard subcommutation cabinets;

- summary and local estimates.

Requirements for handing over design documents:

The Executor shall hand over four hard copies and one soft copy of design documents to the Customer.

Contract Price:

Total cost of work to be carried out as per the Contract amounts to 36,580,000 (thirty-six million, five hundred and eighty thousand) rubles 00 kopecks, including 18 per cent VAT - 5,580,000 (five million, five hundred and eighty thousand) rubles.

Contract Works Execution Dates:

Start of work: April, 2008.

Completion of work: March, 2010.

Effective Period of Contract:

The Contract shall be effective as of the date of its signing and shall be valid until the Parties have fully completed their duties specified herein.


Voting results:

"For" - 10 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 1 (D. A. Askinadze)

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.


13.2. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC Engineering Centre UES.



Decision:

13.2.1. To specify that the value of products acquired by the company according to supply contract between JSC HydroOGK and JSC Engineering Centre UES can not exceed 200,000 (two hundred thousand) rubles, and 18 per cent VAT.

13.2.2. To approve conclusion of supply contract between JSC HydroOGK and JSC Engineering Centre UES (hereinafter referred to as the Contract) representing an interested party transaction on the following essential terms:

Parties to Contract:

Seller - Open Joint Stock Company Engineering Centre UES;

Buyer - JSC HydroOGK.

Subject of Contract:

The Seller shall hand over and the Buyer shall accept and pay as per the terms of the Contract for printed products (industrial normative and reference information documents) published by the Seller.

Contract Price:

Total value of the Contract shall not exceed 200,000 (two hundred thousand) rubles, and 18 per cent VAT.

Effective Period of Contract:

The Contract comes into force as of the date of its signing by Parties, applies to their relations initiated as of April 01, 2008 and shall remain valid till December 31, 2008.


Voting results:

"For" - 11 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.



13.3. Approval of interested party transaction connected with conclusion of the contracts between JSC HydroOGK and JSC REMIK.


Decision:

13.3.1.1. Specify that cost of transportation of one person per day as per the transportation services contract between JSC HydroOGK and JSC REMIK amounts to 45 (forty-five) rubles 90 kopecks, incl. 18 per cent VAT: 7 (seven) rubles 00 kopecks.

13.3.1.2. To approve conclusion of transportation services contract between JSC HydroOGK and JSC REMIK (hereinafter referred to as the Contract) being an interested party transaction under the following essential terms:

Parties to Contract:

Customer - JSC REMIK;

Executor - JSC HydroOGK.

Subject of Contract:

The Executor shall provide daily services for transportation of the Customer's employees by routes of conveyance of passengers of JSC HydroOGK branch - Zeyskaya HPP.

Contract Price:

The cost of transportation of one person per shall amount to 45 (forty-five) rubles 90 kopecks, incl. 18 per cent VAT: 7 (seven) rubles 00 kopecks.

The number of passengers per day shall be specified based on the Customer's application:


April, 2008 - 35 individuals per day

September, 2008 - 34 individuals per day

May, 2008 - 32 individuals per day

October, 2008 - 35 individuals per day

June, 2008 - 30 individuals per day

November, 2008 - 35 individuals per day

July, 2008 - 32 individuals per day

December, 2008 - 35 individuals per day

August, 2008 - 32 individuals per day


Term of providing services under Contract:

From April 01, 2008 to December 31, 2008.

Effective Period of Contract:

The Contract comes into force as of the date of its signing and applies to relations of the Parties initiated as of April 01, 2008 and shall remain valid till December 31, 2008. Expiry of the effective term of the Contract shall not release the parties from their contractual obligations.


Voting results:

"For" - 11 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.


Decision:

13.3.2.1. Establish the following cost as per the contract for transportation services between JSC HydroOGK and JSC REMIK:


Item No.

Vehicle

Cost of machine-hour without VAT, Rbls.

VAT in rubles

Cost of machine-hour including VAT, Rbls.

1

KAMAZ-5511

1103.39

198.61

1302.00

2

GAZSAZ-35071

710.09

127.82

837.91

3

KS 45719-1

1277.93

230.03

1507.96

4

КАТО-75 ТN

3219.48

579.51

3798.99

5

AGP-2204

1165.83

209.85

1375.68

6

EO-2621

988.42

177.92

1166.34

7

КО-503V2

742.22

133.60

875.82

8

LOADER ZIL-4057

911.61

164.09

1075.70


13.3.2.2. To approve conclusion of transportation services contract between JSC HydroOGK and JSC REMIK (hereinafter referred to as the Contract) being an interested party transaction under the following essential terms:

Parties to Contract:

Customer - JSC REMIK;

Executor - JSC HydroOGK.

Subject of Contract:

The Executor shall render services to provide the vehicles specified in Appendix 1 to the Contract on the basis of the Customer's requests in writing, approved with the Executor.

Contract Price:

Cost under the Contract:


Item No.

Vehicle

Cost of machine-hour without VAT, Rbls.

VAT in rubles

Cost of machine-hour including VAT, Rbls.

1

KAMAZ-5511

1103.39

198.61

1302.00

2

GAZSAZ-35071

710.09

127.82

837.91

3

KS 45719-1

1277.93

230.03

1507.96

4

КАТО-75 ТN

3219.48

579.51

3798.99

5

AGP-2204

1165.83

209.85

1375.68

6

EO-2621

988.42

177.92

1166.34

7

КО-503V2

742.22

133.60

875.82

8

LOADER ZIL-4057

911.61

164.09

1075.70

 

Term of providing services under Contract:

From the date of signing the Contract by both Parties till December 31, 2008.

Effective Period of Contract:

The Contract shall enter into force as of the date of its signing by both parties and shall remain valid up to December 31, 2008.


Voting results:

"For" - 11 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.


Decision:

13.3.3.1. Establish that total cost of work under the contract agreement between JSC HydroOGK and JSC REMIK amounts to 52,295 (fifty-two thousand, two hundred and ninety-five) rubles 24 kopecks, including 18 per cent VAT: 7977 (seven thousand, nine hundred and seventy-seven) rubles 24 kopecks.

13.3.3.2. To approve conclusion of contract agreement between JSC REMIK and JSC HydroOGK (hereinafter referred to as the Contract) being an interested party transaction under the following essential terms:

Parties to Contract:

Contractor - JSC REMIK;

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall assign and the Contractor shall undertake accomplishment of work (hereinafter referred to as works) to repair electric board shields of the crane 400RF as delegated by the Customer and hand over accomplished works to the Customer, and the Customer shall accept and pay for accomplished works.

Cost of works under the Contract: 52,295 (fifty-two thousand, two hundred and ninety-five) rubles
24 kopecks, including 18 per cent VAT: 7977 (seven thousand, nine hundred and seventy-seven) rubles 24 kopecks.

Contract Works Execution Dates:

From May 19, 2008 to May 30, 2008.

Effective Period of Contract:

The Contract shall come into force as of the date of its signing and shall remain valid up to June 30, 2008. Expiry of the effective period of the Contract shall not release the parties from their contractual obligations.


Voting results:

"For" - 11 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.


13.4. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC B. E. Vedeneev VNIIG.


Decision:

13.4.1. Establish that the cost of works to be acquired by the company according to Contract agreement between JSC HydroOGK and JSC B. E. Vedeneev VNIIG amounts to 1,250,000 (one million, two hundred and fifty thousand) rubles, and 18 per cent VAT: 225,000 (tow hundred and twenty-five thousand) rubles.

13.4.2. To approve conclusion of Contract agreement between JSC HydroOGK and JSC B. E. Vedeneev VNIIG (hereinafter referred to as the Contract) representing an interested party transaction on the following essential terms:

Parties to Contract:

Contractor - JSC B. E. Vedeneev VNIIG;

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Executor shall undertake the works under the contract to process and interpret seismic data received from computerised seismic control system (CSCS) of Bureyskaya HPP:

 - analysis of gathered records and CSCS functioning during the first and the second quarters of 2008. Determining vibration frequency content and level for spring (minimum) upstream level;

 - analysis of gathered records and CSCS functioning during the third and the fourth quarters of 2008. Determining vibration frequency content and level for autumn (maximum) upstream level.

Contract Price:

Total cost of work amounts to 1,250,000 (one million, two hundred and fifty thousand) rubles, and
18 per cent VAT: 225,000 (tow hundred and twenty-five thousand) rubles.

Works Completion Period:

Start of work execution: January 12, 2008

Completion of work: December 15, 2008

Effective Period of Contract:

The Contract comes into force as of the date of its signing by the Parties, applies to relations of the Parties initiated as of 12 January 2008 and shall remain valid till December 31, 2008. Expiry of the effective term of the Contract shall not release the Parties from their contractual obligations.


Voting results:

"For" - 11 (V. B. Khristenko, A. B. Chubais, Ayuev B. I ., D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.


The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.


13.5. Approval of interested party transaction connected with conclusion of the contract between JSC HydroOGK and JSC Sibirsky ETNC.

Decision:

13.5.1. Establish that cost of services rendered to the company under the fee-based contract between JSC HydroOGK and JSC Sibirsky ETNC amounts to 3,500,000 (three million five hundred thousand) rubles, and 18 per cent VAT: 533,898 (five hundred and thirty-three thou. The present cost of services under the contract shall remain fixed during the whole Contract validity period.sand, eight hundred and ninety-eight) rubles 31 kopecks

13.5.2. To approve conclusion of a fee-based contract between JSC HydroOGK and JSC Sibirsky ETNC (hereinafter referred to as the Contract) being an interested party transaction under the following essential terms:

Parties to Contract:

Executor - JSC Sibirsky ETNC.

Customer - JSC HydroOGK.

Subject of Contract:

The Executor shall provide services to the Customer in the development of safety processes for hydropower facilities of Sayano-Shushensky hydropower complex in accordance with the Technical Assignment (Appendix 1 to the Contract) in procedure, within periods and under conditions specified by the Contract.

Scope of services: prefeasibility study for review of safety declarations for hydropower facilities of Sayano-Shushenskaya HPP and MGU; clarification of flooded areas as a result of hydrodynamic accident, adding generalized data to probable damage evaluation, follow-up at the stage of approval; entering amendments and additions to the opinions based on RD 12-03-2006 and comments after completion of state expert opinion; preparation of draft safety declarations of Sayano-Shushenskaya HPP and MGU; follow-up of decisions at the stage of expert opinion.

Contract Price:

3,500,000 (three million, five hundred thousand) rubles, and 18 per cent VAT: 533,898 (five hundred and thirty-three thousand, eight hundred and ninety-eight) rubles 31 kopecks.

Term of providing services under Contract:

From 01.03.2008 to 31.12.2008.

Effective Period of Contract:

The Contract comes into force as of the date of its signing by the Parties, applies to relations of the Parties as of March 01, 2008 and shall be valid till December 31, 2008; and as related to financial obligations the Contract shall remain effective until full discharge of such obligations.


Voting results:

"For" - 11 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.


Matter 14: Determination of company's (company's representatives) opinion regarding the agenda of the Board of Directors Meeting and General Shareholders' Meeting of company's subsidiaries and affiliates.

14.1. Decision on participation of JSC Hydroinvest in other organisations.


Decision:

14.1.1. To instruct the representatives of JSC HydroOGK in the management board of JSC Hydroinvest to vote FOR making the following decisions:

To approve participation of JSC Hydroinvest in JSC HydroOGK on the following terms:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC HydroOGK with face value of 1 (one) ruble for one share in the amount up to 748,132,019 (seven hundred and forty-eight million, one hundred and thirty-two thousand and nineteen) shares;

- method of acquisition: by way of concluding the contract of purchase and sale of JSC HydroOGK shares between JSC Irganayskaya HPP and JSC Hydroinvest;

- share acquisition price: as per average weighted market value of shares of JSC HydroOGK upon results of trades at MICEX during the last three calendar weeks prior to the date of carve-out of shares;

- method of share payment - monetary assets;

- share of JSC Hydroinvest in the authorised capital of JSC HydroOGK before share acquisition in compliance with the present decision is zero per cent; share of JSC Hydroinvest in the authorised capital of JSC HydroOGK after share acquisition in compliance with the present decision is up to 0.3815 per cent.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

 

Decision:

14.1.2. To instruct the representatives of JSC HydroOGK in the management board of JSC Hydroinvest to vote FOR making the following decisions:

To approve participation of JSC Hydroinvest in JSC HydroOGK on the following terms:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC HydroOGK with face value of 1 (one) ruble for one share in the amount up to 124,216,303 (one hundred and twenty-four million, two hundred and sixteen thousand, three hundred and three) shares;

- method of acquisition: by way of concluding the contract of purchase and sale of JSC HydroOGK shares between JSC NChHPPs Cascade and JSC Hydroinvest;

- share acquisition price: as per average weighted market value of shares of JSC HydroOGK upon results of trades at MICEX during the last three calendar weeks prior to the date of carve-out of shares;

- method of share payment - monetary assets;

- share of JSC Hydroinvest in the authorised capital of JSC HydroOGK before share acquisition in compliance with the present decision is zero per cent; share of JSC Hydroinvest in the authorised capital of JSC HydroOGK after share acquisition in compliance with the present decision is up to 0.0633 per cent.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

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                                                             M. M. Davydov

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