Minutes of 21.04.2008 №51

MINUTES No. 51

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                                 April 21, 2008, 6.00 p.m.

                                                                                             (Moscow time)

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

                                                                                              D. V. Ponomarev

                                                                                              A. N. Rappoport

                                                                                              Remes Seppo

                                                                                              V. Yu. Sinyugin

                                                                                              Yu. A. Udaltsov

                                                                                              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:


Hydraulic Power Engineering Control Centre.

Amending the Provision on the Credit Policy and Operation Programme for Derivative Financial Instruments.

Procedure for implementation of transactions connected with disposal or possible disposal of the company's property, including fixed assets, intangible assets and construction in progress, that is intended for production, transfer, dispatching, distribution of electricity and thermal power.

Approving the company's transactions:

Issue of security of the company in respect of liabilities of CJSC Boguchansky Aluminium Smelter connected with the conclusion of the contracts for delivery of equipment and services.

Issue of security of the company in respect of liabilities of CJSC Boguchansky Aluminium Smelter connected to a swap transaction.

Approval of Agreements on procedure for interaction between issuers and registrars participating in reorganisation of JSC RAO UES of Russia being interested party transactions.

Approval of an interested party transaction connected with a party replacement in the contract with an educational institution.

Approval of an interested party transaction connected with conclusion of the lease contract between JSC HydroOGK and JSC DEK.

Approval of interested party transactions connected with conclusion of contracts between JSC HydroOGK and JSC Research and Development Centre of the Electricity Industry.

Approval of an interested party transaction connected with conclusion of the contract agreement between JSC HydroOGK and JSC Mosenergo.

Approval of an interested party transaction connected with conclusion of the contract agreement between JSC HydroOGK and JSC FGC UES.

On determination of company's (company's representatives) opinion regarding the issues put on agenda of the Board of Directors' Meetings as well as General Meetings of the company's subsidiaries and affiliates (SA).


RESULTS OF VOTING ON AGENDA:


Matter 1: Hydraulic Power Engineering Control Centre.


Decision:

1.1. To approve the following parameters of a transaction of acquiring a block of shares of CJSC Tekhnopark Rumyantsevo by JSC Hydroinvest and JSC MC HydroOGK:

- the total cost of the transaction on acquiring CJSC Tekhnopark Rumyantsevo's shares is 1,125,000,000 (one billion, one hundred and twenty-five million) rubles, including:

- acquisition of CJSC Tekhnopark Rumyantsevo's shares under the purchase and sale contract to the total sum of 1,061,778,854 (one billion, sixty-one million, seven hundred and seventy-eight thousand, eight hundred and fifty-four) rubles;

- CJSC Tekhnopark Rumyantsevo's repayment to DLN Investments Corp. under the loan contract to total amount of 63,221,146 (sixty-three million, two hundred and twenty-one thousand, one hundred and forty-six) rubles.

1.2. Amend the resolution of the Board of Directors of JSC HydroOGK dated 18.02.2008 (minutes of the meeting No. 47):

1.2.1. Paragraph 3 of clause 5.1.2 shall be amended to read as follows:

"- block of shares acquisition price (100 per cent - 1 share) of CJSC Tekhnopark Rumyantsevo - 1,061,778,799 (one billion, sixty-one million, seven hundred and seventy-eight thousand, seven hundred and ninety-nine) rubles 29 kopecks".

1.2.2. Exclude paragraph 6 of clause 5.1.2.

1.2.3. Paragraph 3 of clause 5.1.3 shall be amended to read as follows:

"- price of acquiring one share of CJSC Tekhnopark Rumyantsevo - 54 (fifty-four) rubles 71 kopecks".

1.2.4. Exclude paragraph 6 of clause 5.1.3.

1.2.5. Paragraph 4 of clause 5.1.4 shall be amended to read as follows:

"- block of shares acquisition price (100 per cent - 1 share) of CJSC Tekhnopark Rumyantsevo - 1,061,778,799 (one billion, sixty-one million, seven hundred and seventy-eight thousand, seven hundred and ninety-nine) rubles 29 kopecks".

1.2.6. Exclude paragraph 7 of clause 5.1.4.


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, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 1 (D. A. Askinadze)

Decision made.



Matter 2: Amending the Provision on the Credit Policy and Operation Programme for Derivative Financial Instruments


Decision:

2.1. Approve the Provision on the Credit Policy of JSC RusHydro as amended according to Appendix 1.

2.2. Announce the resolution of JSC HydroOGK's Board of Directors dated 10.04.2007 (minutes No. 30) on the matter Approval of the Provision on the Company's Credit Policy and the Provision on the Credit Policy of JSC RusHydro, approved by the resolution of the Board of Directors dated 10.04.2007 (minutes No. 30), invalid.

2.3. Approve the Operation Programme for Derivative Financial Instruments of JSC RusHydro as amended according to Appendix 2.

2.4. Announce the resolution of JSC HydroOGK's Board of Directors dated 04.04.2008 (minutes No. 50) on the matter Decisions making in accordance with an approved credit policy: Approval of the Operation Programme with Derivative Instruments and the Operation Programme for Derivative Financial Instruments of JSC RusHydro, apprived by the resolution of the Board of Directors dated 04.04.2008 (minutes No. 50), invalid. 


Voting results:

"For" - 10 (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, R. Z. Khamitov)

"Abstained" - 1 (David Khern)

"Abstained" - 0

Decision made.



Matter 3: Procedure for implementation of transactions connected with disposal or possible disposal of the company's property, including fixed assets, intangible assets and construction in progress, that is intended for production, transfer, dispatching, distribution of electricity and thermal power.


Decision:

In accordance with the Articles of Association Article 12 clause 12.1 subclause 22b, to establish that transactions (including several interconnected transactions) connected with disposal or possible disposal of the company's property, including fixed assets, intangible assets and construction in progress, that is intended for production, transfer, dispatching, distribution of electricity and thermal power, which book or market value exceeds 15,000,000 (fifteen million) rubles shall be subject to a preliminary approval by the company's Board of Directors.


Voting results:

"For" - 11 (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, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 4: Approving the company's transactions:


4.1. Issue of security of the company in respect of liabilities of CJSC Boguchansky Aluminium Smelter connected with the conclusion of the contracts for delivery of equipment and services.


Decision:

4.1. To approve transactions which may entail liabilities for JSC HydroOGK expressed in a foreign currency (or obligations which value is bound to foreign currency):

4.1.1. Contract of guarantee between JSC HydroOGK and CJSC Commerzbank (Eurasija) under the following essential terms:

Parties to Contract of Guarantee:

Guarantee provider: JSC HydroOGK.

Bank: CJSC Commerzbank (Eurasija).

Debtor: CJSC Boguchansky Aluminum Smelter.

Beneficiary under the contract of guarantee: FLSmidth Moeller GmbH, Germany, aka Contractor.

Subject of Contract of Guarantee:

Taking into account that Debtor and Beneficiary under the Сontract of Guarantee have concluded a Contract for delivery of equipment and services dated 26.11.2007 No. 508С001Р050 to the total amount of 10,053,276.00 (ten million, fifty-three thousand, two hundred and seventy-six) euro, and taking into account that Debtor and Bank have concluded the Agreement on issuing a Banking Guarantee, provider of Security is responsible to the Bank for implementation of 50 per cent liabilities of the Debtor to the Bank under the Agreement on issuing a Banking Guarantee.

Price of Contract of Guarantee:

Total amount to be claimed from the Guarantee Provider under the given Contract of Guarantee shall not exceed 50 per cent of unpaid grand total of guaranteed obligations as per the above Contract.

Obligations Validity Term:

50 months from the issue date.

Governing Legislation:

The present Contract of Guarantee is governed by the legislation of the Russian Federation.

Settlement of Disputes:

All disputes between the parties to the current Contract of Guarantee shall be considered by the Arbitration Court of Moscow.


Voting results:

"For" - 10 (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, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.


Decision:

4.1.2. Indemnity obligations (hereinafter referred to as Indemnity) between JSC HydroOGK and SOLIOS ENVIRONNEVENT, SA under the following essential terms: 

Indemnity Parties:

Guarantee Provider: JSC HydroOGK.

Partner: SOLIOS ENVIRONNEVENT, SA, France.

Company: CJSC Boguchansky Aluminum Smelter.

Subject of the Indemnity:

Taking into account that the company and the Partner concluded the Contract for delivery of equipment and services dated 14.11.2007 No. 508С001Р053 to the total amount of 46,880,000.00 (forty-six million eight hundred and eighty thousand) euro, the Guarantee Provider guarantees to the Partner that the company shall properly and accurately fulfil and discharge all obligations guaranteed under the specified Contract.

Value of the Indemnity:

Total amount to be claimed from the Guarantee Provider under the given Indemnity shall not exceed 50 per cent of unpaid grand total of guaranteed obligations as per the above Contract.

Obligations Validity Term:

The obligations under the guarantee herein shall remain valid from the date it was effected till all guaranteed obligations are discharged.

Governing Legislation:

The Contract shall be governed by the English Law in all the aspects.

Settlement of Disputes:

Any disputes arising in connection with the Indemnity shall be referred to and resolved by London Court of Arbitration in accordance with its rules.


Voting results:

"For" - 10 (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, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.


Decision:

4.1.3. Contract of guarantee between JSC HydroOGK and SOCIÉTÉ DES TECHNOLOGIES DE L'ALUMINIUM DU SAGUENAY INC. under the following essential terms:

Parties to Contract of Guarantee:

Guarantee provider: JSC HydroOGK

Creditor: SOCIÉTÉ DES TECHNOLOGIES DE L'ALUMINIUM DU SAGUENAY INC., Canada

Debtor: CJSC Boguchansky Aluminum Smelter

Subject of Contract of Guarantee:

Taking into account that the debtor and the Creditor concluded the Contract for delivery of equipment and services dated 11.12.2007 No. 508С001Р071 to the total amount of 2,319,860.00 (two million, three hundred and nineteen thousand, eight hundred and sixty) US dollars, the Provider of security guarantees to the Creditor that the Debtor shall properly and accurately fulfil and discharge all obligations guaranteed under the specified Contract.

Price of Contract of Guarantee:

Total amount to be claimed from the Guarantee Provider under the given Contract of Guarantee shall not exceed 50 per cent of unpaid grand total of guaranteed obligations as per the above Contract.

Obligations Validity Term:

Deadline for the fulfilment of the obligation guaranteed by the contract of guarantee is March 01, 2010.

Governing Legislation:

The present Contract of Guarantee is governed by the legislation of the Russian Federation.

Settlement of Disputes:

All disputes between the parties to the current Contract of Guarantee shall be considered by the Arbitration Court of Moscow.


Voting results:

"For" - 10 (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, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.


Decision:

4.1.4. Contract of guarantee between JSC HydroOGK and BROCHOT SA under the following essential terms: 

Parties to Contract of Guarantee:

Guarantee provider: JSC HydroOGK

Creditor: BROCHOT SA, France

Debtor: CJSC Boguchansky Aluminum Smelter

Subject of Contract of Guarantee:

Taking into account that the Debtor and the Creditor concluded the Contract for delivery of equipment and services dated 12.12.2007 No. 508С001Р084 to the total amount of 2,790,409.00 (two million, seven hundred and ninety thousand, four hundred and nine) euro, the Provider of security guarantees to the Creditor that the Debtor shall properly and accurately fulfil and discharge all obligations guaranteed under the specified Contract.

Price of Contract of Guarantee:

Total amount to be claimed from the Guarantee Provider under the given Contract of Guarantee shall not exceed 50 per cent of unpaid grand total of guaranteed obligations as per the above Contract.

Obligations Validity Term:

Deadline for the fulfilment of the obligation guaranteed by the Contract of guarantee is March 01, 2010.

Governing Legislation:

The present Contract of Guarantee is governed by the legislation of the Russian Federation.

Settlement of Disputes:

All disputes between the parties to the current Contract of Guarantee shall be considered by the Arbitration Court of Moscow.


Voting results:

"For" - 10 (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, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.


4.2. Issue of security of the company in respect of liabilities of CJSC Boguchansky Aluminium Smelter connected to a swap transaction.


Decision:

4.2. To approve issue of a guarantee to JSC HydroOGK providing for obligations of CJSC Boguchansky Aluminium Smelter (hereinafter referred to as CJSC BoAS) under interest swap transaction (hereinafter referred to as Swap Transaction) under the following essential terms: 

4.2.1. Effective period - the contract of guarantee is effective until CJSC BoAS completely fulfils its obligations under the Swap Transaction.

4.2.2. Governing law - Contract of guarantee is governed by the legislation of England. 

4.2.3. Beneficiary under the contract of guarantee (contracting party under the Swap Transaction) - company-member of one of the following international banking structures: Goldman Sachs International, HSBC, Barclays, BNP Paribas, CALYON, ING, Morgan Stanley (it will be specified by the time of Swap Transaction).

4.2.4. The essence and scope of obligations of JSC Hydro OGK - JSC HydroOGK shall pay at a request of the Beneficiary under the contract of guarantee (contracting party of the Swap Transaction) 50 per cent of the total amount payable by CJSC BoAS to the benefit of the Contracting Party under the Swap Transaction in compliance with the conditions of the Swap Transaction. The total scope of obligations of JSC HydroOGK to the Beneficiary in compliance with conditions of the Swap Transaction can be up to 32,000,000 (thirty-two million) US dollars (in accordance with a prudent estimate of the financial market dynamic change by the time the transaction was concluded). 

4.2.5. The essence and scope of the secured obligation - the guarantee is issued to ensure fulfilment of obligations of CJSC BoAS under the Swap Transaction:

4.2.5.1. Basis sum - 520,000,000 (five hundred and twenty million) US dollars;

4.2.5.2. Interest period - 3 months;

4.2.5.3. Total amount payable by CJSC BoAS to the benefit of a contracting party under the Swap Transaction - sum equal to a basis sum multiplied by a fixed interest rate (defined by the moment of Swap Transaction holding) paid quarterly in US dollars; 

4.2.5.4. Total amount payable by the Contracting Party under the Swap Transaction to the benefit of CJSC BoAS - sum equal to a basis sum multiplied by US LIBOR rate defined for loans and deposits up to three months, paid quarterly in US dollars; 

4.2.5.5. The contract is valid until March 15, 2010.


Voting results:

"For" - 10 (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, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.


4.3. Approval of Agreements on procedure for interaction between issuers and registrars participating in reorganisation of JSC RAO UES of Russia being interested party transactions.


Decision:

4.3.1. To approve Agreements on procedure for interaction between issuers and registrars participating in JSC RAO UES of Russia restructuring which is an interested-party transaction subject to the following essential conditions:

Agreement Parties:

JSC RAO UES of Russia;

CJSC Status;

Target-oriented company: JSC HydroOGK;

Registrar: JSC CMD.

Subject of the Agreement:

This Agreement establishes the procedure for interaction between the parties during preparation of the Register of Registered Securities Holders of JSC HydroOGK State Holding Company created during restructuring of JSC RAO UES of Russia in the form of split-off (hereinafter referred to as the Affiliated Company), with its simultaneous affiliation to the Target-oriented company, as well as procedure for interaction during conversion of the affiliated company's shares into shares of the Target-oriented company during affiliation, including:

      -   information exchange procedure between the Parties;

      -   documents handover procedure and terms;

      -   structure and contents of the submitted documents; 

      -   procedure for actions stipulated by decisions on reorganisation of the Parties which are under reorganisation; procedure for actions stipulated by contractual relations between a Target-oriented company and Registrar, as well as actions stipulated by legal relations between CJSC STATUS, Registrar of the target-oriented company and nominal holders;

      -   Parties' liabilities for an improper fulfilment of their obligations under the present Agreement.

Agreement Price:

The cost of services under the Contract Agency between the Target-oriented company and Registrar concluded for the purpose of the Agreement execution amounts to 600,000 rubles, VAT included.

Effective Period of the Agreement: The present Agreement comes into force from the date of its signing by all Parties, and is valid until all Parties fulfil their obligations stipulated by it.


Voting results:

"For" - 4 (D. V. Ponomarev, R. Z. Khamitov, D. A. Askinadze, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

The following members of JSC HydroOGK's Board of Directors did not participate in voting: V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin (who are not independent directors), Remes Seppo, Yu. A. Udaltsov, A. N. Rappoport, B. I. Ayuev, recognised as transaction interested parties.


Decision:

4.3.2. To approve Agreements on procedure for interaction between issuers and registrars participating in JSC RAO UES of Russia restructuring which is an interested-party transaction subject to the following essential conditions:

Parties to Contract:

JSC RAO UES of Russia;

CJSC Status;

Target-oriented company: JSC HydroOGK;

Registrar: JSC CMD.

Subject of the Agreement:

This Agreement establishes the procedure for interaction between the Parties during preparation of the Register of Registered Securities Holders of JSC HydroOGK Minority Holding Company created during restructuring of JSC RAO UES of Russia in the form of split-off (hereinafter referred to as the Affiliated Company), with its simultaneous affiliation to the Target-oriented company, as well as procedure for interaction during conversion of the affiliated company's shares into shares of the Target-oriented company during affiliation, including:

      -   information exchange procedure between the Parties;

      -   documents handover procedure and terms; 

      -   structure and contents of the submitted documents; 

      -   procedure for actions stipulated by decisions on reorganisation of the Parties which are under reorganisation; procedure for actions stipulated by contractual relations between a Target-oriented company and Registrar, as well as actions stipulated by legal relations between CJSC STATUS, Registrar of the target-oriented company and nominal holders;

       -  parties' liabilities for an improper fulfilment of their obligations under the present Agreement.

Contract Price: The cost of services under the Contract Agency between the Target-oriented company and Registrar concluded for the purpose of the Agreement execution amounts to 600,000 rubles, VAT included.

Effective Period of Contract:

The present Agreement comes into force from the date of its signing by all Parties, and is valid until all Parties fulfil their obligations stipulated by it.


Voting results:

"For" - 4 (D. V. Ponomarev, R. Z. Khamitov, D. A. Askinadze, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

The following members of JSC HydroOGK's Board of Directors did not participate in voting: V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin (who are not independent directors), Remes Seppo, Yu. A. Udaltsov, A. N. Rappoport, B. I. Ayuev, recognised as transaction interested parties.


4.4. Approval of an interested party transaction connected with a party replacement in the contract with an educational institution.


Decision:

4.4. To approve conclusion of Agreement about replacement of the party in the contract (hereinafter referred to as Agreement) between JSC HydroOGK and JSC MC HydroOGK and State Educational Institution of Higher Vocational Education State Management Institute which is an interested party transaction under the following essential terms: 

Agreement Parties:

Party 1 - State educational Institution of Higher Vocational Education State Management Institute;

Party 2 - JSC MC HydroOGK;

Party 3 - JSC HydroOGK.

Subject of the Agreement:

The rights and obligations of Customer for the Party 2 under the Contract No. VIBP-07-8200 dated 01.09.2007 (hereinafter referred to as the Contract) shall be discharged upon signing the present Agreement.

Party 3 shall undertake the rights and obligations of the Customer under the Contract upon discharge of the rights and obligations for Party 2, except the rights and obligations undertaken due to execution of the Contract prior to signing the present agreement.

Party 1 shall exercise the rights and obligations of the Executor under the Contract both prior to transfer of the rights and obligations under the Contract from Party 2 to Party 3 and following their transfer.

Party 2 undertakes to hand over to Party 3 the original copy of the Contract and other documents, and intimate information required for Party 3 to exercise the rights and obligations specified by the Contract within five days of signing the present agreement. The representatives of Party 2 and Party 3 shall sign the statement of transfer and acceptance of the documents to confirm handover of the documents specified herein.

By the time of conclusion of the present Agreement, the Party 2 has discharged its obligations to pay for services rendered by the Party-1 under the Contract to the amount of 60,000 (sixty thousand) rubles, VAT excluded. The Party-1 has no financial claims to the Party 2.

The Party-1 rendered services on training a Student in Law to the amount of 24,000 (twenty-four thousand) rubles 00 kopecks, which is confirmed with a Certificate of Works Acceptance and Transfer performed under the Contract No. VIBP-07-8200 dated 01.09.2007.

Within five days from the present Agreement signing the Party-3 shall transfer to the account of the Party-2 a sum to the amount of 36,000 (thirty-six thousand) rubles 00 kopecks, which is an advance payment made by the Party-1 for the services to be rendered in 2008.

This present agreement shall enter into force after being signed by the Parties' authorised representatives.

The present Agreement is drawn up in three original copies having equal legal force, one copy for each Party.


Voting results:

"For" - 9 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, 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.


4.5. Approval of an interested party transaction connected with conclusion of the lease contract between JSC HydroOGK and JSC DEK.


Decision:

4.5.1. To establish that monthly amount of rent of property provided by the company according to Commercial Property Lease Agreement No. 551-26-07 dated December 29, 2007 (hereinafter referred to as the Contract) between JSC HydroOGK and JSC DEK amounts to 6,742.87 rubles, including VAT.

4.5.2. To approve conclusion of Supplementary Agreement to Commercial Property Lease Agreement No. 551-26-07 dated December 29, 2007, between Open Joint-Stock Company Far Eastern Energy Company (JSC DEK) and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK) which is an interested party transaction on the following essential terms:

Parties to the Supplementary Agreement:

Lessee - Open Joint-Stock Company Far Eastern Energy Company.

Lessor - Open Joint-Stock Company Federal Hydro-Generating Company.

Subject of the Supplementary Agreement:

1. Amend clause 6.1 of the Contract to read as follows: Established lease term shall be from January 01, 2008, to December 30, 2008.

2. Supplement Division 4 with a clause 4.3. Amount of rent of property from April 01, 2008, is 6,742.87 (six thousand seven hundred and forty-two) rubles 87 kopecks per month, including 18 per cent VAT - 1,028.57 (one thousand twenty-eight) rubles 57 kopecks (Appendix 1).

3. The present Agreement comes into force from the date of its signing and is an integral part of the Contract, it is drawn up in two original copies of the same validity, one copy for each party concerned.

Supplementary Agreement Price:

Amount of rent of property from April 01, 2008, is 6,742.87 (six thousand, seven hundred and forty-two) rubles 87 kopecks per month, including 18 per cent VAT - 1028.57 (one thousand twenty-eight) rubles 57 kopecks.

Term of Lease under Supplementary Agreement:

From January 01, 2008, to December 30, 2008.


Voting results:

"For" - 10 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

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.


4.6. Approval of interested party transactions connected with conclusion of contracts between JSC HydroOGK and JSC Research and Development Centre of the Electricity Industry.


Decision:

4.6.1.1. To establish that the cost of works to be acquired by the company under the Contract agreement between JSC HydroOGK and JSC Research and Development Centre of Electricity Industry amounts to 159,300 rubles.

4.6.1.2. Approve the conclusion of Contract Agreement between JSC HydroOGK and JSC Research and Development Centre of Electricity Industry as an interested party transaction under the following essential conditions: 

Parties to Contract:

Contractor - JSC Research and Development Centre of Electricity Industry.

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Executor shall undertake the work Evaluation of Technical Condition of the Coils and Core of GD-4 stator During an Overhaul using VNIIE's Methods.

Contract Price:

Total cost of work to be carried out amounts to 159,300 rubles.

Work completion period:

Commencement: April 01, 2008.

Termination: August 31, 2008.

Effective Period of Contract:

The Contract shall enter into force as of the date of its signing by the Parties and shall remain valid until the Parties have fulfilled their obligations completely. The Contract provisions shall apply to relations of the Parties started from April 01, 2008.

 

Voting results:

"For" - 9 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, 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:

4.6.2.1. To establish that the cost of works to be acquired under the Contract of services for a fee between JSC HydroOGK and JSC Research and Development Centre of Electric Power Industry amounts to 1,026,600 rubbles.

4.6.2.2. To approve the conclusion of Contract of services for a fee between JSC HydroOGK and JSC Research and Development Centre of Electricity Industry as an interested party transaction under the following essential conditions: 

Parties to Contract:

Executor - JSC Research and Development Centre of Electric Power Industry.

Customer - JSC HydroOGK.

Subject of Contract:

Rendering services on supporting monitoring and diagnostics tasks of the processes at the Zagorskaya PSHPP by the Executor.

Contract Price:

Total cost of services amounts to 1,026,600 rubles.

Effective Period of Contract:

The Contract comes into force from the date of its signing by the Parties and is valid until 31.12.2008. The Contract provisions shall apply to relations of the Parties started from April 01, 2008.

 

Voting results:

"For" - 9 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, R. Z. Khamitov, David Khern)

"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.

 

4.7. Approval of an interested party transaction connected with conclusion of the contract agreement between JSC HydroOGK and JSC Mosenergo.

 

Decision:

4.7.1. To establish that the cost of work to be acquired by the company under the Contract agreement between JSC HydroOGK and JSC Mosenergo amounts to 235,341.02 rubles, including VAT.

4.7.2. Approve a Contract between JSC HydroOGK and JSC Mosenergo as an interested party transaction under the following essential conditions: 

Parties to Contract:

Contractor - JSC Mosenergo.

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Contractor shall undertake an obligation to repair an electric motor of АВ2-101-8 type, 220/380V 735 rev/min.

Contract Price:

Total cost of work to be carried out amounts to 235,341.02 rubles.

Work completion period:

Commencement: May 01, 2008.

Termination: May 30, 2008.

Effective Period of Contract:

The Contract comes into effect from the date of its signing by the Parties and is effective until Parties have completed their duties in full.


Voting results:

"For" - 8 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

V. Yu. Sinyugin and Yu. A. Udaltsov, members of the Board of Directors of JSC HydroOGK, who are recognised as transaction interested parties in accordance with the Federal Legislation On Joint-Stock Companies Article 81 clause 1 did not take part in voting.


4.8. Approval of an interested party transaction connected with conclusion of the contract agreement between JSC HydroOGK and JSC FGC UES.


Decision:

4.8.1. To establish that the cost of works to be acquired by the company under the Contract agreement between JSC HydroOGK and JSC FGC UES amounts to 4,933,844.78 rubles 78 kopecks. 

4.8.2. To approve the Contract Agreement between JSC HydroOGK and JSC FGC UES which is an interested party transaction under the following essential terms:

Parties to Contract:

Contractor is JSC FGC UES.

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Contractor shall undertake an obligation to perform an overhaul repair of T4, T6 transformers.

Contract Price:

Total cost of work to be carried out amounts to 4,933,844.78 rubles.

Work completion period:

Commencement: May 12, 2008.

Termination: October 28, 2008.

Effective Period of Contract:

The Contract comes into effect from the date of its signing by the Parties and is effective until Parties have completed their duties in full.


Voting results:

"For" - 3 (D. V. Ponomarev, Remes Seppo, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

The following members of JSC HydroOGK's Board of Directors did not participate in voting: V. B. Khristenko, A. B. Chubais, V. Yu. Sinyugin (who are not independent directors), D. A. Askinadze, B. I. Ayuev, A. N. Rappoport, Yu. A. Udaltsov, recognised as transaction interested parties.




Matter 5: On determination of company's (company's representatives) opinion regarding the issues put on agenda of the Board of Directors' Meetings as well as General Meetings of the company's subsidiaries and affiliates (SA).


Decision:

To instruct the company's representatives in the Board of Directors of JSC Hydroinvest to vote FOR the following matter to be included to the agenda of an extraordinary General Shareholders' Meeting of JSC Hydroinvest:

- Approval of the company's auditor appointment.

 

Voting results:

"For" - 11 (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, 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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