Minutes of 04.04.2008 №50

MINUTES No. 50

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                        April 04, 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. Review of proposals made by the shareholders regarding the introduction of new issues to the agenda of annual General Shareholders' Meetings and proposals on nomination of candidates to the management and control bodies of the company.

2. Approval of the Provision on the company's dividend policy.

3. Adoption of decisions in accordance with the approved credit policy: Approval of the Operation Programme for derivative instruments.

4. Determination of the internal risk control and management policy of the company.

5. Approval of the staff retirement plan to be covered by a non-state pension fund.

6. Approval of an independent appraiser.

7. Review of the Report on activities of the company's Management Board for the second half of 2007.

8. Approval of the Report on observance of the company's corporate governance Code.

9. Participation in Non-profit Partnership Council of Power Engineering Veterans and Non-profit Partnership Research Council.

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

11. Approval of contract terms with Chairman of the Management Board of the company.

12. Approving the company's transactions:

12.1. Approval of interested party transactions between JSC HydroOGK and JSC ENIN.

12.2. Approval of an interested party transaction between JSC RusHydro, JSC RR and the Federal Railway Transport Agency.

12.3. Transactions connected with transfer of property without compensation.

13. 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 the company's subsidiaries and affiliates (SA) connected with running of the annual general shareholders' meetings of the company's SA.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Review of proposals made by the shareholders regarding the introduction of new issues to the agenda of annual General Shareholders' Meetings and proposals on nomination of candidates to the management and control bodies of the company.


Decision:

 

1.1. Include the following candidates on the list of candidates to vote for election to the company's Board of Directors:

No.

A candidate proposed by a shareholder(-s) to be included on the list of candidates to be voted for to elect the Board of Directors of the company

Position, occupation of a candidate proposed by a shareholder(-s) to be included on the list of candidates to be voted for to elect the Board of Directors of the company

Full name of a shareholder (-s) that proposed a candidate to be included on the list of candidates to be voted for to elect the Board of Directors of the company

Number of the company's voting shares owned by a shareholder(-s)

(percentage)

1.

Viktor Borisovich Khristenko

Minister of Industry and Energy of the Russian Federation

JSC RAO UES of Russia

77,93 %

2.

Yakov Moiseevich Urinson

Deputy Chairman of the Management Board of RAO UES of Russia, Head of the Corporate Centre of JSC RAO UES of Russia

JSC RAO UES of Russia

77,93 %

3.

Vyacheslav Yuryevich Sinyugin

Member of the Management Board, Managing Director of the Hydro-Generation Business Unit attached to JSC RAO UES of Russia, Chairman of the Management Board of JSC HydroOGK

JSC RAO UES of Russia

77,93 %

4.

Andrey Natanovich Rappoport

Member of the Management Board, Managing Director of the Grids Business Unit attached to JSC RAO UES of Russia, Chairman of the Management Board of JSC FGC UES

JSC RAO UES of Russia

77,93 %

5.

Boris Ilyich Ayuev

Member of the Management Board of JSC RAO UES of Russia, Chairman of the Management Board of JSC SO UES

JSC RAO UES of Russia

77,93 %

6.

Yury Arkadyevich Udaltsov

Member of the Management Board of RAO UES of Russia, Head of the Reform Management Centre of JSC RAO UES of Russia

JSC RAO UES of Russia

77,93 %

7.

Dmitry Valeryevich Ponomarev

Chairman of the Management Board, NP ATS

JSC RAO UES of Russia

77,93 %

8.

Rustem Zakievich Khamitov

Head of the Federal Agency for Water Resources

JSC RAO UES of Russia

77,93 %

9.

Yury Mitrofanovich Medvedev

Deputy Head of the Federal Assets Administration Agency

JSC RAO UES of Russia

77,93 %

10.

Dmitry Sergeevich Akhanov

Head of the Federal Energy Agency

JSC RAO UES of Russia

77,93 %

11.

Sergey Yuryevich Vyazalov

Deputy Head of the Presidential Foreign Policy Directorate

JSC RAO UES of Russia

77,93 %

12.

Andrey Vladimirovich Sharonov

Managing Director of Troyka Dialog Group of Companies

JSC RAO UES of Russia

77,93 %

13.

Seppo Yukha Remes

General Director, LLC KIURU

JSC RAO UES of Russia

77,93 %


1.2. Include the following candidates on the list of candidates to vote for election of the company's Audit Committee:

No.

A candidate proposed by a shareholder(-s) to be included on the list of candidates to be voted for to elect the Audit Commission of the company

Position, occupation of a candidate proposed by a shareholder(-s) to be included on the list of candidates to be voted for to elect the Audit Commission of the company

Full name of a shareholder(-s) that proposed a candidate to be included on the list of candidates to be voted for to elect the Audit Commission of the company

Number of the company's voting shares owned by a shareholder(-s)

(percentage)

1.

Sergey Borisovich Sidorov


Head of the Internal Audit Department attached to the Corporate Centre of JSC RAO UES of Russia

JSC RAO UES of Russia

77,93 %

2.

Dmitry Aleksandrovich Burnashev

Head of the Business Planning Department attached to the Corporate Centre of JSC RAO UES of Russia

JSC RAO UES of Russia

77,93 %

3.

Denis Vladislavovich Gataulin

Deputy Head of the Capital Management Department of JSC HydroOGK

JSC RAO UES of Russia

77,93 %

4.

Artem Vladislavovich Lukashov


Leading expert of the Capital Management Department of JSC HydroOGK

JSC RAO UES of Russia

77,93 %

5.

Vadim Anatolyevich Zakharov

Head of the Internal Audit and Risk Management Department of JSC HydroOGK

JSC RAO UES of Russia

77,93 %


1.3. Refuse a shareholder to consider the following proposition:

No.

Full name of a shareholder(-s) that proposed a candidate to be included on the list of candidates to be voted for to elect the Board of Directors of the company

Shareholder's proposition description

Grounds for refusal to include a candidate proposed by a shareholder(-s) on the list of candidates to be voted for to elect the Board of Directors of the company


1.

Company CALLENDER TRADING LIMITED

Inclusion of the following candidates on the list of candidates to vote for election to the company's Board of Directors:

1. Aleksey Anatolyevich Matveev, Deputy Chairman of the Management Board of GPB (JSC);

2. Wolfang Skribot, Managing Director, Head of Power Engineering Administration attached to the Direct Investment Department of GPB (JSC)

Clause 5, Article 53 of the Federal Law On Joint-Stock Companies: A proposition is signed by a shareholder holding less than two per cent of the company's voting share in the aggregate


1.4. Instruct Chairman of the Management Board of JSC HydroOGK V. Yu. Sinyugin to ensure that the company's shareholder CALLENDER TRADING LIMITED, that nominated candidates to the Board of Directors, is provided with the present decision of the Board of Directors on refusal to include the proposed candidates on the voting list for the Board of Directors no later than three days from the date of adopting this decision.

 

Voting results:

"For" - 10 (V. B. Khristenko, 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)

"Against" - 1 (D. A. Askinadze)

"Abstained" - 1 (David Khern)

Decision made.


 

 

Matter 2: Approval of the Provision on the company's dividend policy.


Decision:

Postpone consideration of the issue to the next meeting of the Board of Directors.


Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 3: Adoption of decisions in accordance with the approved credit policy: Approval of the Operation Programme for derivative instruments.

 

Decision:

Approve the Operation Programme for Derivative Financial Instruments of Open Joint Stock Company Federal Hydro-Generating Company (Appendix 1).

 

Voting results:

"For" - 10 (V. B. Khristenko, 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)

"Against" - 2 (D. A. Askinadze, David Khern)

"Abstained" - 0

Decision made.

 

 

 

Matter 4: Determination of the internal risk control and management policy of the company.

 

Decision:

4.1. Approve the Provision on the Internal Control and Risk Management Policy of Open Joint Stock Company Federal Hydro-Generating Company (Appendix 2).

4.2. Instruct the Management Board of JSC HydroOGK to develop and submit the register of risks of JSC HydroOGK and measures to mitigate them for consideration 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, Seppo Remes, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

Decision made.

 

 

 

Matter 5: Approval of the staff retirement plan to be covered by a non-state pension fund.

 

Decision:

Approve the staff retirement plan of Open Joint Stock Company Federal Hydro-Generating Company for 2008 (Appendix 3).

 

Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.




Matter 6: Approval of an independent appraiser.


Decision:

Approve LLC Institute of Enterprise Issues as an independent appraiser in order to determine:

1. The offering price of additional shares of JSC HydroOGK in accordance with the requirements of art. 36 of the Federal Law On Joint-Stock Companies.

2. The repurchase price of shares of JSC HydroOGK in accordance with the requirements of art. 75 of the Federal Law on Joint-Stock Companies.

 

Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 7: Review of the Report on activities of the company's Management Board for the second half of 2007.


Decision:

Take note of the Report on activities of the Management Board's for the second half of 2007 (Appendix 4).

 

Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 8: Approval of the Report on observance of the company's corporate governance Code.


Decision:

8.1. Take note of the Report on observance of the Corporate governance Code of JSC HydroOGK for the second half of 2007 (Appendix 5).

8.2. Instruct the Management Board of JSC HydroOGK to submit the matter of improving the company's Corporate Governance Code and its reports to the meeting in presentia of the Board of Directors (in connection with fact that JSC HydroOGK started being quoted on the foreign stock exchange markets in the second half of 2008).

 

Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 9: Participation in Non-profit Partnership Council of Power Engineering Veterans and Non-profit Partnership Research Council.


Decision:

9.1. Approve participation of JSC HydroOGK Non-profit Partnership Council of Power Engineering Veterans (NP Council of Power Engineering Veterans) on the following terms:

- Founders of the NP Council of Power Engineering Veterans: JSC HydroOGK, JSC FGC UES, JSC SO UES, JSC Sochinskaya TPP, JSC OGK-1, JSC OGK-2, JSC OGK-3, JSC OGK-4, JSC OGK-5, JSC OGK-6, JSC TGK-1, JSC TGK-2, JSC Mosenergo, JSC TGK-4, JSC TGK-5, JSC TGK-6, JSC Volzhskaya TGK, JSC UGK TGK-8, JSC TGK-9, JSC TGK-10, JSC TGK-11, JSC Kuzbassenergo, JSC Eniseyskaya TGK (TGK-13), JSC TGK-14;

- An admission fee - 4,600,000 (four million and six hundred thousand) rubles;

- A procedure of admission and membership fee payments - monetary funds as well as possible contribution of property including property rights;

- Admission fee payment procedure - for 30 days from the date of state registration in NP Council of Power Engineering Veterans in accordance with the legislation of the Russian Federation;

- Amount, method and payment period of the membership fees are determined by the Supervisory Board of NP Council of Power Engineering Veterans.


Voting results:

"For" - 12 (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).

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

9.2. Approve participation of JSC HydroOGK in Non-profit Partnership Research and Technical Centre of Unified Energy System (NP RTC UES) on the following conditions:

- Founders of the NP RTC UES: JSC HydroOGK, JSC FGC UES, JSC SO UES, JSC Sochinskaya TPP, JSC OGK-1, JSC OGK-2, JSC OGK-3, JSC OGK-4, JSC OGK-5, JSC OGK-6, JSC TGK-1, JSC TGK-2, JSC Mosenergo, JSC TGK-4, JSC TGK-5, JSC TGK-6, JSC Volzhskaya TGK, JSC UGK TGK-8, JSC TGK-9, JSC TGK-10, JSC TGK-11, JSC Kuzbassenergo, JSC Eniseyskaya TGK (TGK-13), JSC TGK-14, JSC Exhibitions Pavilion Electrification;

- An admission fee - 1,573,000 (one million, five hundred and seventy-three thousand) rubles;

- A procedure of admission and membership fee payments - monetary funds as well as possible contribution of property including property rights;

- Admission fee payment procedure - for 30 days from the date of state registration in NP RTC UES in accordance with the legislation of the Russian Federation;

- Amount, method and payment period of the membership fees are determined by the Supervisory Board of NP RTC UES.


Voting results:

"For" - 11 (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)

"Against" - 1 (David Khern)

"Abstained" - 0

Decision made.

 


 

Matter 10: Holding more than one office by the chairman of the company's Management Board and members of the Management Board in management bodies of other organisations.


Decision:

10.1. Approve holding of posts in the Board of Directors (supervisory councils, boards of guardians) of CJSC Energy Market, NP Hydro-power Engineering of Russia, NP ATS, NO Global Energy Foundation as well as a post of member of the Management Board of OOR Russian Union of Industrialists and Entrepreneurs and LLC Russian Union of Industrialists and Entrepreneurs by V. Yu. Sinyugin, Chairman of the Management Board of JSC HydroOGK.

10.2. Approve holding of posts in the Board of Directors (supervisory councils) of CJSC Energy Market, NP Hydro-power Engineering of Russia, JSC Engineering Centre of UES, by V. A. Zubakin a member of the Management Board, Deputy Chairman of the Management Board of JSC HydroOGK.

10.3. Approve holding of posts in the Board of Directors (supervisory councils) of NP Hydro-power Engineering of Russia, JSC Engineering Centre of UES, JSC Volga Power Engineering Center, by R. M. Khaziakhmetov, a member of the Management Board of JSC HydroOGK.

10.4. Approve holding of post in the supervisory councils of NP Hydro-power Engineering of Russia by A. V. Toloshinov, a member of the Management Board of JSC HydroOGK.

10.5. Approve holding of post in the supervisory councils of NP Hydro-power Engineering of Russia by B. B. Bogush, a member of the Management Board of JSC HydroOGK.


Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 11: Approval of contract terms with Chairman of the Management Board of the company.


Decision:

Establish a monthly salary to the amount of 357,732 rubles from 26.01.2008 for Vyacheslav Yuryevich Sinyugin, Chairman of the Management Board of JSC HydroOGK.


Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 12: Approving the company's transactions:


12.1. Approval of interested party transactions between JSC HydroOGK and JSC ENIN.

 

Decision:

Establish that the cost of works to be performed by JSC ENIN for the company under research, design and technological work agreements concluded between JSC HydroOGK and JSC ENIN equals 153,400,000 rubles (one hundred and fifty three million, four hundred thousand) rubles with VAT.

Research, design and technological work agreements concluded between JSC HydroOGK and JSC ENIN representing interested party transactions on the following essential terms:

Contract Parties:

The Executor - JSC ENIN.

The Customer - JSC HydroOGK.

Subjects of the contracts:

1) The Customer shall delegate and the Executor shall undertake fulfillment of the following work: "Formalise the task of integrated optimisation and operation of various generating capacities (HPP, NPP, TPP) within the UES of Russia and development of its mathematical formulation and solution algorithm".

Content (scope) of work:

      - Analysis of modern trends in the development of mathematical support for analysis task solutions, mode control and development of complex energy systems and their clusters.

Formalise the task of integrated optimisation and operation of various generating capacities (HPP, NPP, TPP) within the UES of Russia and development of its mathematical formulation.

Optimisation methods of many-dimensional problems and elaboration of complex optimisation algorithms for development and operation of various generating capacities (HPP, NPP, TPP) within the UES of Russia.

Contract Price:

Total cost of work to be carried out as per the contract amounts to 23,600,000.00 (twenty three million and six hundred thousand) rubles 00 kopecks including VAT.

Works Completion Period:

Start of work execution: 01.02.2008

Completion of work: 10.12.2009

Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until the Parties have completed their duties in full. The parties have established that the terms and conditions of this Contract apply to the parties' relations initiated from February 1, 2008.


2) The Customer shall delegate and the Executor shall undertake fulfillment of the following work: "Substantiation of hydropower engineering development levels in Russia's energy strategy".

Content (scope) of work:

 - Analysis of the implementation of principal power engineering development areas provided for by Russia's energy system for the period until 2020.

 - Evaluation of required HPP share in the capacity and electricity balances.

 - Evaluation of HPP variations in the electrical load curve in connection with its configuration change.

Contract Price:

Total cost of work to be carried out as per the contract amounts to 41,300,000.00 (forty one million and three hundred thousand) rubles 00 kopecks including VAT.

Works Completion Period:

Start of work execution: 01.03.2008

Completion of work: 10.07.2008

Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until the Parties have completed their duties in full. The parties have established that the terms and conditions of this contract apply to the parties' relations initiated from March 1, 2008.


3) The Customer shall delegate and the Executor shall undertake fulfillment of the following work: "Investigation of stability conditions of unconventional power plants in the electricity system. Determination and substantiation of a possible and appropriate specific weight of unconventional electrical power plants in the structure of generating capacities".

Content (scope) of work:

 - Investigation of possible use of unconventional power plants in the electricity system by stability conditions.

 - Investigation of operation modes of wind power plants in the electricity systems including operation in a high capacity system or restricted capacity system.

 - Analysis of operation modes of a multiunit wind farm.

 - Analysis of use conditions of solar power plants in the electricity system.

 - Analysis of operating peculiarities of mini-HPPs in the electricity system.

 - Determination and substantiation of a possible and appropriate specific weight of unconventional electrical power plants in the structure of generating capacities (broken down into RES types).

 - Analysis of possible use of high-capacity tidal power plants in the electricity system as exemplified by the Tugurskaya and Mezenskaya TPPs.

Contract Price:

Total cost of work to be carried out as per the contract amounts to 70,800,000.00 (seventy million eight hundred thousand) rubles 00 kopecks including VAT.

Works Completion Period:

Start of work execution: 01.02.2008

Completion of work: 30.06.2009

Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until the Parties have completed their duties in full. The parties have established that the terms and conditions of this Contract apply to the parties' relations initiated from February 1, 2008.


4) The Customer shall delegate and the Executor shall undertake fulfillment of the following work: "Mathematic simulation of unconventional power plants and simulation results".

Content (scope) of work:

 - Substantiation of the necessity for dynamic simulation of operation modes of unconventional power plants with quickly changing parameters.

 - Development of a mathematical model for a wind power plant.

 - Development of a mathematical model for a wind-diesel power plant.

 - Development of a mathematical model for a hydro-power unit of mini- HPP.

 - Development of a mathematical model for a solar photoelectric power plant.

 - Simulation of operation modes of unconventional power plants in the electricity system and separate power centre as per clauses 5.2-5.5 of the present contract.

 - Analysis of the simulation results.

Contract Price:

Total cost of work to be carried out as per the contract amounts to 17,700,000.00 (seventeen million seven hundred thousand) rubles 00 kopecks including VAT.

Works Completion Period:

Start of work execution: 01.02.2008

Completion of work: 31.07.2008

Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until the Parties have completed their duties in full. The parties have established that the terms and conditions of this Contract apply to the parties' relations initiated from February 1, 2008.

 

Voting results:

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

"Against" - 1 (David Khern)

"Abstained" - 0

Decision made.

V. Yu. Sinyugin (who is not an independent director either) and Ya. M. Urinson, 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.

 

12.2. Approval of an interested party transaction between JSC HydroOGK, JSC RR and the Federal Railway Transport Agency:

 

Decision:

Approve conclusion of Supplementary Agreement to the Investment contract No. 164d dated October 20, 2006 concluded between Federal Railway Transport Agency (FRTA), Open Joint Stock Company Russian Railways (JSC RR) 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:

Agency - Federal Railway Transport Agency

JSC RR - Open Joint-Stock Company Russian Railways

JSC HydroOGK - Open Joint-Stock Company Federal Hydro-Generating Company

Subject of the Supplementary Agreement:

Houses for operating personnel acquired in accordance with design documentation for an Investment facility are transferred into ownership of JSC RR at the cost of its Investment share during implementation of the Investment contract.

In the course of distribution of ownership rights for an Investment facility the share of JSC RR is determined taking into account a portion in the Investment volume utilised by JSC RR to purchase houses for operating personnel.

The company undertakes to purchase houses for operating personnel in accordance with design documentation at the cost of JSC RR's investment share. The company is deemed to have fulfilled its obligation before JSC RR as an Investor under the Investment contract having handed over a portion of the investments in the form of purchased houses to JSC RR as soon as JSC RR have passed documents to register its ownership rights to operating personnel houses.

Effective period of Supplementary Agreement:

The Supplementary Agreement shall come into force from the date of its signing by the Parties.


Voting results:

"For" - 10 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, 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.

 

12.3. Transactions connected with transfer of property without compensation.

 

Decision:

Defer consideration of the issue to a later date.


Voting results:

"For" - 12 (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)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

 

Matter 13: 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 the company's subsidiaries and affiliates (SA) connected with running of the annual general shareholders' meetings of the company's SA.

 

Decision:

13.1.1. Instruct the company's representatives in the Boards of Directors of the company's SA to vote "FOR" inclusion of the following matters into the agenda of the General Shareholders' Meetings of the company's SA:

- Approval of the company's Articles of Association as amended;

- Approval of internal documents governing activities of the company's management bodies as amended;

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

- Payment of remuneration and compensation to members of the company's Audit Commission.

13.1.2. Instruct the company's representatives in the General Shareholders' Meetings of the company's SA to vote "FOR" approval of the SA's Articles of Association as amended.

13.1.3. Instruct the company's representatives in the general shareholders' meetings of the company's SA to vote "FOR" approval of the following documents:

-  Provision on payment of remuneration and compensation to the members of the SA's Board of Directors in accordance with standard Provision (Appendix 6);

- Provision on payment of remuneration and compensation to the members of the SA's Audit Commission in accordance with standard Provision (Appendix 7).

13.2. Instruct the company's representatives, when establishing new SA or when the company participates in an existing organisation, to vote "FOR" inclusion of the following matters into the agendas of the SA's General Shareholders' Meetings:

- Approval of internal documents governing activities of the company's management body;

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

- Payment of remuneration and compensation to members of the company's Audit Commission.


Voting results:

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

"Against" - 1 (D.A. Askinadze)

"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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