Minutes of 12.05.2008 №52

MINUTES No. 52

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                         May 12, 2008, 6:00 p.m.

                                                                                     (Moscow time)

Form of vote:                                                                   By questioning

Site of vote counting:                                                       Mosсow, 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

                                                                                      D. V. Ponomarev

                                                                                      A. N. Rappoport

                                                                                      Seppo Remes

                                                                                      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. Determine price of long-term electricity (capacity) purchase-sale agreements being classified as major transactions.

2. Approval a major transaction connected with the conclusion of long-term electricity (capacity) purchase-sale agreements.

3. Holding more than one office by members of the company's Management Board in the management bodies of other organisations.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Determine price of long-term electricity (capacity) purchase-sale agreements being classified as major transactions.

 

Decision:

Determine that the price (monetary value) for electricity and capacity to be alienated by JSC HydroOGK under long-term electricity and capacity purchase-sale agreements concluded between JSC HydroOGK and CJSC MAREM+ (or under an agreement concluded between JSC HydroOGK and CJSC RUSAL Global Management B.V. - between JSC HydroOGK and the other company that at the moment of entering into agreements has registered the group supply points in relation to electricity receiving equipment owned at the moment of making the present decision by JSC RUSAL Novokuznetsk, JSC RUSAL Sayanogorsk on the basis of right of ownership or any other lawful reason including the group supply points of the Sayanogorsk Aluminium Smelter and the Khakas Aluminium Smelter until the above mentioned group supply points are registered by CJSC MAREM+) (hereinafter referred to as the Agreements) is based on a price calculation formula in accordance with Appendix 1 to the present resolution (based on a market value determined in accordance with a report by an independent appraiser - LLC The Institute for Enterprise Issues No. 861/08 dated 25.04.2008).


Voting results:

"For" - 8 (V. B. Khristenko, D. A. Askinadze, B. I. Ayuev, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Yu. A. Udaltsov, R. Z. Khamitov).

"Against" - 1 (David Khern).

"Abstained" - 3 (A. B. Chubais, Seppo Remes, Ya. M. Urinson).

Decision made.




Matter 2: Approval a major transaction connected with the conclusion of long-term electricity (capacity) purchase-sale agreements.


Draft decision proposition:

2. In accordance with a decision made by the Board of Directors of JSC RAO UES of Russia dated 27.12.2007 (minutes No. 269) and in the context of implemented measures to optimise contractual terms:

2.1. Approve long-term electricity and capacity purchase-sale agreements concluded between JSC HydroOGK and CJSC MAREM+ (or under an agreement concluded between JSC HydroOGK and CJSC RUSAL Global Management B.V. - between JSC HydroOGK and the other company that at the moment of entering into agreements has registered the group supply points in relation to electricity receiving equipment owned at the moment of making the present decision by JSC RUSAL Novokuznetsk, JSC RUSAL Sayanogorsk on the basis of right of ownership or any other lawful ground including the group supply points of the Sayanogorsk Aluminium Smelter and the Khakas Aluminium Smelter until the above mentioned group supply points are registered by CJSC MAREM+) (hereinafter referred to as the Agreements) on the basis of principal terms and conditions outlined in the scheme and the electricity (capacity) purchase-sale agreements according to Appendix 2 to the present resolution (hereinafter referred to as the Scheme and Principal Conditions) including the price determined on the basis of price calculation formula according to Appendix 1 to the preset resolution, as interconnected transactions being a major transaction in the aggregate, the subject of which is property whose value is from 25 to 50 per cent of the balance sheet assets of JSC HydroOGK. Ensure that the total cost of electricity and capacity alienated by JSC HydroOGK under the Agreements during their valid term shall not exceed 49.99 per cent of the balance sheet assets of JSC HydroOGK.

2.2. Instruct the Management Board of JSC HydroOGK to enter into bridging and long-term agreements in accordance with the Scheme and Principal Conditions.

2.3. The Management Board of JSC HydroOGK:

2.3.1. Continue negotiations with representatives of CJSC RUSAL Global Management B.V. (companies incorporated into the group of entities of CJSC RUSAL Global Management B.V.) aimed at:

2.3.1.1. Further structuring the contractual scheme;

2.3.1.2. Developing draft bridging and long-term electricity (capacity) purchase-sale agreements in accordance with the scheme and principal conditions;

2.3.1.3. Optimising economic effects for JSC HydroOGK.

2.3.2. Submit for consideration by the Board of Directors the essential terms and conditions of a partnership agreement and option contracts to be concluded with shareholders of CJSC MAREM+ to purchase a block of shares of CJSC MAREM+ by subsidiaries and affiliates of JSC HydroOGK as well as information about draft agreements that are to be concluded in accordance with the present resolution as well as to ensure that the Board of Directors of JSC HydroOGK duly considers issues related to the acquisition of shares of CJSC MAREM+ by subsidiaries and affiliates of JSC HydroOGK.

2.4. Consider it possible that subsidiaries and affiliates of JSC HydroOGK - a sales company (instead of JSC HydroOGK) can enter into agreements on terms and conditions outlined in Appendix 2, in accordance with decisions made by the management bodies of JSC HydroOGK in accordance with provisions and procedures provided for by the legislation of the Russian Federation and the Articles of Association of JSC HydroOGK.


Voting results:

"For" - 5 (D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Yu. A. Udaltsov, R. Z. Khamitov).

"Against" - 1 (David Khern).

"Abstained" - 6 (V. B. Khristenko, A. B. Chubais, Seppo Remes, V. Yu. Sinyugin, Ya. M. Urinson, B. I. Ayuev).

In accordance with clause 2 Article 79 of the Federal Law on Joint-Stock Companies and clause 15.5 of the company's Articles of Association, a decision to approve a major transaction, the subject of which is property whose value is from 25 to 50 per cent of the balance sheet assets of the company, is adopted by all members of the company's Board of Directors without a single dissenting vote, in this case no votes of the former members of the company's Board of Directors are taken into account.

No decision made.

 


 

Matter 3: Holding more than one office by members of the company's Management Board in the management bodies of other organisations.


Decision:

Approve overlapping the position of a member of the Board of Directors of CJSC MAREM+ by A. Yu. Sergeev, member of the Management Board of JSC HydroOGK.


Voting results:

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

"Against" - 0.

"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                                   M. M. Davydov

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