Minutes of 24.01.2008 №46

MINUTES No. 45

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                                  December 26, 2007, 6:00 p.m. 

                                                                                               (Moscow time)

Form of vote:                                                                            by questioning

Site of vote counting:                                                                Moscow, Vernadskogo Prospect, 8a

Number of elected members of the Board of Directors:                   13

Members of the Board of Directors, participants of the 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. Approval of Report on results of implementation of the company's business-plan for nine months of 2007 (including a report on execution of the Investment programme for nine months of 2007).

2. Charity work of the company.

3. Termination of powers and election of members of the company's Management Board.

4. Approval of contract terms with the company's Registrar.

5. Approval of the corporate management code as amended. 

6. Approval of the provision for information policy as amended.

7. Formation of Audit Committee under the supervision of the company's Board of Directors.

8. Formation of Human Resources and Remuneration Committee under the supervision of the company's Board of Directors.

9. Decide the company's procurement policy.

10. Approval of an interested-party transaction (transactions) connected with lease contracts conclusion.

11. Approval of an interested-party transaction (transactions) between the company and NP ATS.

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


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approval of Report on results of implementation of the company's business-plan for nine months of 2007 (including a report on execution of the Investment programme for nine months of 2007).


Decision:

Approve the report on implementation of JSC HydroOGK business-plan for nine months of 2007, including JSC HydroOGK Investment Programme report for nine months of 2007 (Appendix 1).


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

 

Matter 2: Charity work of the company.


Decision:

Take into consideration Report on Charity and Sponsorship Activity of JSC HydroOGK for 2007 (Appendix 2).


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

 

Matter 3: Termination of powers and election of members of the company's Management Board.


Decision:

1.1. Early-terminate the powers of a member of the Management Board of the company Oleg Borisovich Oksuzyan and terminate the labour contract concluded with him on 26.12.2007. 

1.2. To elect Oleg Borisovich Oksuzyan as a member of the Management Board of the company from 27.12.2007.

2.1. Early-terminate the powers of a member of the Management Board of the company Ushin Sergey Aleksandrovich and terminate the labour contract concluded with him on 26.12.2007. 

2.2. To elect Sergey Aleksandrovich Ushin as a member of the Management Board of the company from 27.12.2007.

3.1. Early-terminate the powers of a member of the Management Board of the company Rasim Magsumovich Khaziakhmetov and terminate the labour contract concluded with him on 26.12.2007. 

3.2. To elect Rasim Magsumovich Khaziakhmetov as a member of the Management Board of the company from 27.12.2007.

4.1. Early-terminate the powers of the member of the Management Board of the company Aleksandr Yuryevich Sergeev and terminate the labour contract concluded with him on 26.12.2007. 

4.2. To elect Aleksandr Yuryevich Sergeev as a member of the Management Board of the company from 27.12.2007.

5. Vest the Chairman of the company's Management Board Chairman Vyachesalv Yuryevich Sinyugin with power to determine conditions of labour contracts with the members of the company's Management Board and sign labour contracts with the members of the Management Board (including Supplementary Agreements to labour contracts and agreements on termination of labour contracts) on behalf of the company. 

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

 

Matter 4: Approval of contract terms with the company's Registrar.

 

Decision:

Approve the essential condition of contracts for maintenance and keeping the register of holders of registered issue securities of the company with JSC Central Moscow Depositary in accordance with Appendix 3.


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

Matter 5: Approval of the corporate management code as amended.


Decision:

1. Approve the Corporate Management Code of JSC RusHydro as amended (Appendix 4).

2. The chairman of the company's Management Board shall: 

2.1. Ensure publication of the Corporate Management Code on the company's internet site within 15 days from the date of approval.

2.2. Ensure submission for the approval of the company's Board of Directors of the report on observance of Corporate Management Code of the company in accordance with the form (Appendix 5):

- Half-yearly by the results of each half-year (upon the expiry of 2 (two) months from the date of calendar year half-year).

- Annually (as appendix to the annual report of the company).

2.3. Ensure publication of the reports on observance of the Corporate management code on the company's Internet site within 15 days from the date of their approval.

3. Announce the Corporate Management Code of JSC RusHydro, approved by a decision of the Board of Directors of JSC HydroOGK dated 20.12.2006 (minutes No. 27), invalid.

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

 

Matter 6: Approval of the provision for information policy as amended.

 

Decision:

1. Approve the Information Policy of JSC RusHydro as amended (Appendix 6).

2. Announce the Information Policy of JSC RusHydro, approved by the decision of the Board of Directors of JSC HydroOGK dated 07.11.2006 (minutes No. 25), invalid.

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

 

Matter 7: Formation of Audit Committee under the supervision of the company's Board of Directors.

 

Decision:

1. Form the Audit Committee under he supervision of the Board of Directors of JSC HydroOGK.

2. Approve the regulations for the Audit Committee under the supervision of the Board of Directors of JSC HydroOGK as amended (Appendix 7).

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

 

Matter 8: Form the Human Resources and Remuneration Committee under the supervision of the company's Board of Directors.


Decision:

1. Form the Human Resources and Remuneration Committee under the supervision of the Board of Directors of JSC HydroOGK.

2. Approve the regulations for Human Resources and Remuneration Committee under the supervision of the Board of Directors of JSC HydroOGK (Appendix 8).

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

Matter 9: Decide the company's procurement policy.


Decision:

1. Determine the date of implementation of the regulations for purchase of goods, works and services for JSC RusHydro, approved by decision of the Board of Directors of the company dated 19.10.2007 (Minutes No. 39), - February 01, 2008.

2. From 01.02.2008 introduce changes in the regulations for purchasing goods, works and services for JSC RusHydro (hereinafter Regulations), approved by a decision of the Board of Directors dated 19.10.2007 (minutes No. 39), presenting the regulations in a new version according to Appendix 9 to this decision.

 

Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 1 (David Khern)

Decision made.


 

Matter 10: Approval of an interested-party transaction (transactions) connected with lease contracts conclusion.


Decision:

1.1. Establish that from 01.09.2007 amount of payment paid by JSC HydroOGK and received by JSC Neporozhniy Sayano-Shushenskaya HPP by contract for lease and operation between JSC Neporozhniy Sayano-Shushenskaya HPP and JSC HydroOGK shall be calculated by the formula specified in Appendix 10 to this decision and shall correspond to market value. 

1.2. Approve the conclusion of contract for lease and operation between JSC Neporozhniy Sayano-Shushenskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

1.2.1. Parties to Contract:

Party 1 - JSC Neporozhniy Sayano-Shushenskaya HPP

Party 2 - JSC HydroOGK.

1.2.2. Subject of Contract:

JSC Neporozhniy Sayano-Shushenskaya HPP shall provide movable and immovable property (hereinafter the Property) for temporary use (Appendix 11 to this decision), and JSC HydroOGK shall accept the Property and pay for its use.

JSC Neporozhniy Sayano-Shushenskaya HPP shall provide operational maintenance and repair, material and technical support, dispatch and administrative and technical monitoring of property operation (hereinafter - the Services).

1.2.3. Contract Price: 

Contract price shall be determined by the formula, specified in Appendix 10 to this decision.

1.2.4. Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until Parties have completed their duties in full. The Parties agreed that the contract provisions shall apply to relations of Parties started on 01.09.2007.

Period of Property lease and Services rendered: from 01.09.2007 till 31.12.2007.

Effective period of contract may be extended by agreement of the Parties.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


2.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Saratovskaya HPP by contract for lease and operation between JSC Saratovskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 2.2.2 of this decision and shall correspond to market value. 

2.2. Approve the Supplementary Agreement No. 1 to the Contract No. 21-02-3012-07 dated 15.06.2007 between JSC Saratovskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

2.2.1 Parties to the Supplementary Agreement:

Party 1 - JSC Saratovskaya HPP

Party 2 - JSC HydroOGK

2.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 24,303,838.65 rub. (twenty-four-million three-hundred and three-thousand-eight-hundred and thirty eight rub. 65 kop.), including VAT (18 %) to the amount of 3,707,365.22 rub. (three-million-seven-hundred-seven-thousand-three-hundred-sixty-five rub. 22 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

2.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


3.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Volzhskaya HPP by contract for lease and operation between JSC Volzhskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 3.2.2 of this decision and shall correspond to market value. 

3.2. Approve the Supplementary Agreement No. 1 to Contract No. 21-02-3002-07 dated 03.08.2007, between JSC Volzhskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

3.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Volzhskaya HPP

Party 2 - JSC HydroOGK

3.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 12,922,273.48 rub. (twelve-million-nine-hundred-twenty-two-thousand-two-hundred-seventy-three rub. 48 kop.), including VAT (18 %) to the amount of 1,971,194.26 rub. (one-million-nine-hundred-seventy-one-thousand-one-hundred-ninety-four rub. 26 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease - S/sublease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

S/sublease - amount of sublease payment for January 2008 under the contract for sublease of power-generating equipment dated May 19, 2007 No. 21-02-2724-07 concluded between Party 1 and Party 2.

The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008.

3.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


4.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Votkinskaya HPP by contract for lease and operation between JSC Votkinskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 4.2.2 of this decision and shall correspond to market value. 

4.2. Approve the Supplementary Agreement No. 1 to Contract No. 21-02-3001-07 dated 03.08.2007, between JSC Volzhskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

4.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Votkinskaya HPP

Party 2 - JSC HydroOGK

4.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 4,998,461.79 rub. (four-million-nine-hundred-ninety-eight-thousand-four-hundred and sixty-one rub. 79 kop.), including VAT (18 %) to the amount of 762,477.22 rub. (seven-hundred-sixty-two-thousand-four-hundred and seventy-seven rub. 22 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008.

4.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.

 

Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


5.1. Establish that the payment paid by JSC HydroOGK and received by JSC Dagestan Regional Generating Company by contract for lease and operation between JSC Dagestan Regional Generating Company and JSC HydroOGK shall be calculated by the formula specified in clause 5.2.2 of this decision and shall correspond to market value. 

5.2. Approve the Supplementary Agreement No. 1 to Contract No. 21-02-3000-07 dated 17.08.2007 between JSC Dagestan Regional Generating Company and JSC HydroOGK being an interested party transaction under the following essential conditions: 

5.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Dagestan Regional Generating Company

Party 2 - JSC HydroOGK.

5.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Pproperty use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 10,558,586.77 rub. (nine-million-five-hundred-fifty-eight-thousand-five-hundred and eighty-six rub. 77 kop.), including VAT (18 %) to the amount of 1,610,631.88 rub. (one-million-six-hundred-ten-thousand-six-hundred and thirty-one rub. 88 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

5.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.

 

6.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Zhigulevskaya HPP by contract for lease and operation between JSC Zhigulevskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 6.2.2 of this decision and shall correspond to market value. 

6.2. Approve the Supplementary Agreement No. 1 to Contract No. 21-02-3003-07 dated 03.08.2007 between JSC Zhigulevskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

6.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Zhigulevskaya HPP

Party 2 - JSC HydroOGK.

6.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 12,590,409.74 rub. (twelve-million-five-hundred-ninety-thousand-four-hundred and nine rub. 74 kop.), including VAT (18 %) to the sum of 1,920,570.98 rub. (one-million-nine-hundred-twenty-thousand-five-hundred and seventy rub. 98 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease - S/sublease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

S/sublease - amount of sublease payment for January 2008 under the contract for sublease of power-generating equipment dated May 19, 2007 No. 21-02-2724-07 concluded between Party 1 and Party 2.

3. The Parties agreed that Party 2 shall effect the payment under the Contract in the amount specified in clause 2 of draft decision before January 25, 2008. 

6.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


7.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Zeyskaya HPP by contract for lease and operation between JSC Zeyskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 7.2.2 of this decision and shall correspond to market value. 

7.2. Approve the Supplementary Agreement No. 1 to the Contract No. 21-02-3004-07 dated 17.08.2007 between JSC Zeyskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

7.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Zeyskaya HPP

Party 2 - JSC HydroOGK.

7.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2.  The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 9,506,098.96 rub. (nine-million-five-hundred-six-thousand and ninety-eight rub. 96 kop.), including VAT (18 %) to the amount of 1,450,082.89 rub. (one-million-four-hundred-fifty-thousand and eighty-two rub. 89 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease) +S/heat.

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

S/heat. = Sheat. * 1/31 * 8, where:

S heat - cost of heat power, supplied by Party 2 for the settlement period specified in Certificate of thermal energy transfer and acceptance or other document, containing similar information.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

7.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


8.1. Establish amount paid by JSC HydroOGK and received by JSC Kamskaya HPP by contract for lease and operation between JSC Kamskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 8.2.2 of this decision and shall correspond to market value. 

8.2. Approve the Supplementary Agreement No. 1 to the Contract No. 21-02-3010-07 dated 15.06.2007 between JSC Kamskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

8.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Kamskaya HPP

Party 2 - JSC HydroOGK.

8.2.2.  Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 4,532,924.66 rub. (four-million-five-hundred-thirty-two-thousand-nine-hundred and twenty-four rub. 66 kop.), including VAT (18 %) to the amount of 691,463.08 rub. (six-hundred-ninety-one-thousand-four-hundred-sixty-three rub. 08 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

8.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


9.1. Establish that the amount paid by JSC HydroOGK and received by JSC Cascade of Verkhnevolzhskiye HPPs by contract for lease and operation between JSC Cascade of Verkhnevolzhskiye HPPs and JSC HydroOGK shall be calculated by the formula specified in clause 9.2.2 of this decision and shall correspond to market value. 

9.2. Approve the Supplementary Agreement No. 1 to the Contract No. 21-02-3011-07 dated 15.06.2007 between JSC Cascade of Verkhnevolzhskiye HPPs and JSC HydroOGK being an interested party transaction under the following essential conditions: 

9.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Cascade of Verkhnevolzhskiye HPPs

Party 2 - JSC HydroOGK.

9.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 2,569,590.10 rub. (two-million-five-hundred-sixty-nine-thousand-five-hundred and ninety rub. 10 kop.), including VAT (18 %) to the sum of 391,971.37 rub. (three-hundred-ninety-one-thousand-nine-hundred and seventy-one rub. 37 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

9.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


10.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Nizhegorodskaya HPP by contract for lease and operation between JSC Nizhegorodskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 10.2.2 of this decision and shall correspond to market value. 

10.2. Approve the Supplementary Agreement No. 1 to the Contract No. 21-02-3016-07 dated 15.06.2007 between JSC Nizhegorodskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

10.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Nizhegorodskaya HPP

Party 2 - JSC HydroOGK

10.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and amounts to 6,820,208.36 rub. (six-million-eight-hundred-twenty-thousand-two-hundred and eight rub. 36 kop.), including VAT (18 %) to the sum of 1,040,370.77 rub. (one-million-forty-thousand-three-hundred and seventy rub. 77 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

10.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


11.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Neporozhniy Sayano-Shushenskaya HPP by contract for lease and operation between JSC Neporozhniy Sayano-Shushenskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 11.2.2. of this decision and shall correspond to market value. 

11.2. Approve the contract for lease and operation between JSC Neporozhniy Sayano-Shushenskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

11.2.1. Parties to Contract:

Party 1 - JSC Neporozhniy Sayano-Shushenskaya HPP

Party 2 - JSC HydroOGK.

11.2.2. Subject of Contract:

JSC Neporozhniy Sayano-Shushenskaya HPP shall provide movable and immovable property (hereinafter the Property) for temporary use (Appendix 12 to this decision), and JSC HydroOGK shall accept the Property and pay for its use.

JSC Neporozhniy Sayano-Shushenskaya HPP shall provide operational maintenance and repair, material and technical support, dispatch and administrative and technical monitoring of property operation (hereinafter - the Services).

Contract Price:

Payment under the Contract (Scontr) is determined by the following formula:

Scontr= S/serv + S/lease, where:

Slease - lease payment, paid by Party 2 for Property use in accordance with clause 1.1 of this contract within the period from January 01, 2008 up to and including January 08, 2008 to the sum of 12,450,320.04 (twelve-million-four-hundred-fifty-thousand-three-hundred and twenty) rub. 04 kop., including VAT (18 %) to the sum of 1,899,201.36 (one-million-eight-hundred-ninety-nine-thousand-two-hundred and one) rub. 36 kop.

Sserv - cost of Services, rendered by Party 1 in accordance with clause 1.2 of this contract within the settlement period.

At that Sserv is determined as:

Sserv = (Srgr)* 1/12 * 1/31 * 8 - S/lease.

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until Parties have completed their duties in full. The Parties agreed that the contract provisions shall apply to relations of Parties started on 01.01.2008.

Period of Property lease and Services rendered: from 01.01.2008 up to and including 08.01.2008.

Effective period of contract may be extended by agreement of the Parties.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


12.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Stavropolskaya Electric Generating Company by contract for lease and operation between JSC Stavropolskaya Electric Generating Company and JSC HydroOGK shall be calculated by the formula specified in clause 12.2.2 of this decision and shall correspond to market value. 

12.2. Approve the Supplementary Agreement No. 1 to Contract No. 21-02-3014-07 dated 03.08.2007 between JSC Stavropolskaya Electric Generating Company and JSC HydroOGK being an interested party transaction under the following essential conditions: 

12.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Stavropolskaya Electric Generating Company

Party 2 - JSC HydroOGK.

12.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 3,098,414.83 rub. (three-million-ninety-eight-thousand-four-hundred-fourteen rub. 83 kop.), including VAT (18 %) to the amount of 472,639.55 rub. (four-hundred-seventy-two-thousand-six-hundred-thirtynine rub. 55 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

12.2.3. Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


13.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Cheboksarskaya HPP by contract for lease and operation between JSC Cheboksarskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 13.2.2 of this decision and shall correspond to market value. 

13.2. Approve the Supplementary Agreement No. 1 to the Contract No. 21-02-3013-07 dated 15.06.2007 between JSC Cheboksarskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

13.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Cheboksarskaya HPP

Party 2 - JSC HydroOGK.

13.2.2. Subject of the Additional Contract:

1. The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

2. The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 9,094,998.53 rub. (nine million ninety four thousand nine hundred ninety eight rub. 53 kop.), including VAT (18 %) to the amount of 1,387,372.66 rub. (one million three hundred eighty seven thousand three hundred seventy two rub. 66 kop.).

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

S/serv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease).

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

3. The Parties agreed that Party 2 shall effect the payment under the contract to the amount specified in this decision before January 25, 2008. 

13.2.3.  Effective Period of Supplementary Agreement:

The agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


14.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Zagorskaya PSHPP by contract for lease and operation between JSC Zagorskaya PSHPP and JSC HydroOGK shall be calculated by the formula specified in clause 14.2.3 of this decision and shall correspond to market value. 

14.2. Approve the contract for lease and operation between JSC Zagorskaya PSHPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

14.2.1. Parties to Contract:

Party1 - JSC Zagorskaya PSHPP

Party 2 - JSC HydroOGK.

14.2.2. Subject of Contract: JSC Zagorskaya PSHPP shall provide movable and immovable property (hereinafter - the Property) for temporary use (Appendix 13 to this decision), and JSC HydroOGK shall accept the Property and pay for its use.

JSC Zagorskaya PSHPP shall provide operational maintenance and repair, material and technical support, dispatch and administrative and technical control of property operation (hereinafter - the Services).

14.2.3. Contract Price:

Payment under the Contract (Scontr) shall be determined by the following formula:

Scontr= S/serv + S/lease, where:

Slease - lease payment, paid by Party 2 for Property use in accordance with clause 1.1 of this contract within the period from January 01, 2008 up to and including January 08, 2008 to the sum of 32,152,734.00 (thirty-two-million-one-hundred-fifty-two-thousand-seven-hundred and thirty four) rub. 00 kop., including VAT (18 %) to the amount of 4,904,654.34 (four-million-nine-hundred-four -thousand-six-hundred and fifty-four) rub. 34 kop.

Sserv - cost of Services, rendered by Party 1 in accordance with clause 1.1 of this contract within the settlement period.

At that Sserv is determined as:

Sserv = (Srgr2008 * 1/12 * 1/31 * 8 - Spok.*1/31 * 8 ) +S/lease.

Srgr2008 - required gross revenue from sales of electricity and capacity at Wholesale Electricity Market (WEM), established by Federal Tariff Service of Russia for 2008 for Party 2 (in the groups of supply points, previously registered for Party 1) minus the established by Federal Tariff Service of Russia for Party 2 (in the groups of supply points, previously registered for Party 1) sum of expenses for effecting of payment to the address of organizations conducting regulated activity at WEM (NP ATS, JSC SO-CDU UES), and expenses for effecting of payment to the address of CJSC CFR and sum of target investment funds.

In the context of this contract Srgr 2008 (rub.) is determined considering VAT, established by the effective legislation of the RF.

Spok - cost of electricity (capacity), purchased by Party 2 (in the groups of supply points, previously registered for Party 1) on the wholesale electricity and capacity market in January of 2008 and calculated in accordance with tariff and balance decision of Federal Tariff Service of Russia for 2008, in addition to VAT, established by the effective legislation of the Russian Federation.

14.2.4.  Effective Period of Contract:

The contract comes into effect from the date of its signing and is valid until Parties have completed their duties in full. The Parties agreed that the contract provisions shall apply to relations of Parties started on 01.01.2008.

Period of Property lease and Services rendered: from 01.01.2008 up to and including 08.01.2008.

Effective period of contract may be extended by agreement of the Parties.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.


15.1. Establish payment paid by JSC HydroOGK and received by JSC Bureyskaya HPP by contract for lease and operation between JSC Bureyskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 15.2.2 of this decision and shall correspond to market value. 

15.2. Approve the Supplementary Agreement to the contract for lease of electric equipment No. 21-02-3015-07 dated July 31, 2007 between JSC Bureyskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

15.2.1. Parties to the Supplementary Agreement: Party 1 - JSC Bureyskaya HPP, Party 2 - JSC HydroOGK.

15.2.2. Subject of the Supplementary Agreement:

The Parties agreed to extend the period of property lease and services rendered under the contract till 24.00, January 08, 2008.

The Parties agreed that Appendix No. 1 to the contract shall be restated to be read as Appendix 14 to this decision.

The Parties agreed that Appendix No. 3 to the contract shall be restated to be read as Appendix 15 to this decision.

The Parties agreed to read clause 4.1.1. of the contract as follows:

"4.1.1. Scontr1= Sserv + Slease, where:

Slease - lease payment paid by Party 2 for Property use in accordance with clause 1.1 of this contract within the settlement period to the sum of 139,964,659.66 (one-hundred-thirty-nine-million-nine-hundred-sixty-four-thousand-six-hundred and fifty-nine) rub. 66 kop., including VAT (18 %) to the sum of 21,350,541.30 (twenty-one-million-three-hundred-fifty-thousand-five-hundred and forty-one) rub. 30 kop. Calculation of lease payment is given in Appendix No. 3 to this contract.

Sserv - cost of Services, rendered by Party 1 in accordance with clause 1.2 of this contract within the settlement period.

At that Sserv is determined as:

Sserv = (Srgr * 1/6 - Slease - Ssublease) + Sheat.

Srgr (rub.) is determined in accordance with Appendix 4 to this contract.

Sheat (rub.) cost of thermal energy supplied by Party 2 for the settlement period specified in the certificate of thermal energy transfer and acceptance or other document, containing similar information.

Ssublease - amount of sublease payment under the contract for sublease of power-generating equipment dated May 19, 2007. No. 21-02-2724-07 concluded between Party 1 and Party 2 for the settlement period.

The Parties agreed that within the period from January 01, 2008 up to and including January 08, 2008, payment under the contract (S/contr) shall be determined by the following formula:

S/contr = S/serv + S/lease, where:

S/lease - lease payment, paid by Party 2 for Property use within the period from January 01, 2008 up to and including January 08, 2008, determined as S/lease = Slease * 1/31 * 8 and equals to 36,119,912.17 rub. (thirty-six-million-one-hundred-nineteen-thousand-nine-hundred and twelve rubles) 17 kopecks, including VAT (18 %) to the sum of 5,509,817.11 rub. (five-million-five-hundred-nine-thousand- eight-hundred and seventeen rubles) 11 kop.

S/serv - cost of Services, rendered by Party 1 within the period from January 01, 2008 up to and including January 08, 2008.    At that S/serv is determined as:

Sserv = (Srgr2008 * 1/12 * 1/31 * 8 - S/lease - S/sublease) +S/heat.

Srgr 2008 (rub.) is determined in accordance with Appendix 3 to this contract.

S/sublease - amount of sublease payment for January 2008 under the contract for sublease of power-generating equipment dated May 19, 2007 No. 21-02-2724-07 concluded between Party 1 and Party 2.

S/heat = Sheat * 1/31 * 8, where:

S heat - cost of thermal energy, supplied by Party 2 for January, 2008 specified in the certificate of thermal energy transfer and acceptance or other document, containing similar information.

For the period from January 01, 2008 up to and including January 08, 2008, Party 2 shall effect payment under the contract in the amount specified in the Supplementary Agreement, before February 07, 2008.

All other contract conditions remain unchanged and are effective in part, not contradicting with the Supplementary Agreement.

The Supplementary Agreement comes into effect from the moment of its signing by the Parties; conditions of the Supplementary Agreement shall apply to relations between the Parties started from 01.12.2007.

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.


16.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Bureyskaya HPP by contract for sublease of power-generating equipment between JSC Bureyskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 16.2.2 of this decision and shall correspond to market value. 

16.2. Approve the Supplementary Agreement to the contract for sublease of power-generating equipment No. 21-02-3382-07 dated July 31, 2007 between JSC Bureyskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

16.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Bureyskaya HPP

Party 2 - JSC HydroOGK.

16.2.2. Subject of the Supplementary Agreement:

Extension of effective period of contract up to and including January 08, 2008; supplement of Appendix No. 1 to the contract by columns No. 86-196 according to Appendix 16 to this decision;

Appendix No. 2 to the contract shall be restated to be read as Appendix 17 to this decision.

The payment shall be effected by Sublease recipient within one month from the date of Supplementary Agreement signing.

16.2.3. Effective Period of Supplementary Agreement:

Supplement comes into effect from the moment of its signing by the authorised representatives of the Parties; conditions of the Supplementary Agreement shall apply to relations of the Parties started from 01.07.2007 and is effective till contract expiration

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 0

"Abstained" - 0

Decision made.

 

17.1. Establish the payment paid by JSC HydroOGK and received by JSC Volzhskaya HPP by contract for sublease of power-generating equipment between JSC Volzhskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 17.2.2 of this decision and shall correspond to market value.

17.2. Approve the Supplementary Agreement to the contract for sublease of power-generating equipment No. 21-02-2723-07 dated May 19, 2007 between JSC Volzhskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

17.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Volzhskaya HPP

Party 2 - JSC HydroOGK.

17.2.2. Subject of the Supplementary Agreement:

Extend effective period of the contract up to and including January 08, 2008.

Sum of sublease payment due to sublease recipient for the period from 01 up to and including January 08, 2008 amounts to 3,207,685.20 (three-million-two-hundred-seven-thousand-six-hundred and eighty-five rub. 20 kop.), including VAT (18 %) - 489,307.91 (four-hundred-eighty-nine-thousand-three-hundred and seven rub. 91 kop.).

Sublease recipient shall effect the payment in the amount specified in this clause before January 25, 2008.

17.2.3. Effective Period of Supplementary Agreement:

The Supplementary Agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.

 

Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.

 

18.1. Establish that the amount of payment paid by JSC HydroOGK and received by JSC Zhigulevskaya HPP by contract for sublease of power-generating equipment between JSC Zhigulevskaya HPP and JSC HydroOGK shall be calculated by the formula specified in clause 18.2.2 of this decision and shall correspond to market value.

18.2. Approve the Supplementary Agreement to the contract for sublease of power-generating equipment No. 21-02-2724-07 dated May 19, 2007 between JSC Zhigulevskaya HPP and JSC HydroOGK being an interested party transaction under the following essential conditions: 

18.2.1. Parties to the Supplementary Agreement:

Party 1 - JSC Zhigulevskaya HPP

Party 2 - JSC HydroOGK.

18.2.2. Subject of the Supplementary Agreement:

Extend effective period of the contract up to and including January 08, 2008.

Sum of sublease payment due to sublease recipient for the period from 01 up to and including January 08, 2008 amounts to 9,662,677.26 (nine-million-six-hundred-sixty-two-thousand-six-hundred and seventy-seven rub. 26 kop.), including VAT (18 %) - 1,473,967.72 (one-million-four-hundred-seventy-three-thousand-nine-hundred and sixty-seven rub. 72 kop.).

Sublease recipient shall effect the payment in the amount specified in this clause before January 25, 2008.

18.2.3. Effective Period of Supplementary Agreement:

The Supplementary Agreement comes into effect from the date of its signing by the authorised representatives of the Parties and is effective till contract expiry.

 

Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock companies is recognised as having a vested interested, did not take part in voting.

 

 

Matter 11: Approval of an interested-party transaction (transactions) between the company and NP ATS.


Decision:

Establish cost of property acquired by the company under the contract for sales and purchase between JSC HydroOGK and Non-commercial Partnership Administrator of trading System (NP ATS) shall be 25,200 (twenty-five-thousand-two-hundred) rub. 00 kop.

Approve contract for sales and purchase between JSC HydroOGK and Non-commercial Partnership Administrator of trading System (NP ATS) representing an interested party transaction under the following essential conditions:

Parties to Contract:

Seller - NP ATS

Buyer - JSC HydroOGK.

Subject of Contract:

NP ATS shall transfer into the ownership of JSC HydroOGK, and JSC HydroOGK shall accept and pay for the key information-carrying media eToken PRO 32K in quantity of 18 (eighteen) pcs.

Contract Price:

Cost of one key information-carrying medium amounts to 1,400 (one-thousand-four-hundred) rub. 00 kop., including 18 % VAT to the sum of 213 (two-hundred and thirteen) rub. 56 kop.

Total cost amounts to 25,200 (Twenty-five-thousand-two-hundred) rub. 00 kop.

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. The contract provisions shall apply to relations of the Parties started from October 31, 2007.

 

Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, 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.

A member of the Board of Directors of JSC HydroOGK D. V. Ponomarev, who in accordance with clause 1 Article 81 of the Federal Law on Joint-Stock Companies is recognised as having a vested interest, did not take part in voting on this question.



Matter 12: Determination of company's (company's representatives) opinion regarding the agenda of the Board of Directors Meeting and General Shareholders' Meeting of subsidiaries and affiliates (SA) of the company.


Decision:

Defer consideration of the issue to a later date.

 

Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, D. A. Askinadze, 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" - 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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