Minutes of 11.12.2009 №90

MINUTES No. 90

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                        December 11, 2009, 6:00 p.m.

                                                                                     (Moscow time)

Form of vote:                                                                  Absentee vote

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:        S. I. Shmatko

E. P. Volkov

V. I. Danilov-Danilyan

V. A. Zubakin

S. V. Maslov

S. V. Serebryannikov

O. V. Surikov

V. V. Tatsy

R. Z. Khamitov

A. V. Sharonov


In compliance with the 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. Concerning business priorities of the company: Approval of principal provisions of the contract between JSC RusHydro and JSC Power Machines.

2. Holding more than one office by the company's Chairman of the Management Board and members of Management Board in other organisations.


RESULTS OF VOTING ON AGENDA:


Matter 1: Concerning business priorities of the company: Approval of principal provisions of the contract between JSC RusHydro and JSC Power Machines.


Decision:
Approve the following principal terms of the contract between JSC RusHydro and JSC Power Machines aimed at manufacture and delivery of equipment for hydro-power units of the plants Nos 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 of Neporozhniy Sayano-Shushenskaya HPP and execution of works, concluded with the purpose of reconstruction of Neporozhniy Sayano-Shushenskaya HPP:

Parties to Contract:

Supplier is JSC Power Machines.

Customer - JSC RusHydro.

Subject of Contract:

In accordance with the contract the Supplier shall manufacture and supply Equipment for hydro-power units of plants Nos 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 (hereinafter referred to as Equipment) of the Neporozhniy Sayano-Shushenskaya HPP and to perform works stipulated by the contract, and the Customer shall accept and pay for the Equipment and results of the Works in the procedure, amount and terms, specified in the Contract.

Obligations of the Supplier under the Contract are determined by the Parties of the Contract, Appendices and Supplementary Agreements to it, and include (but not limited to):

a) agreement of technical assignments for Equipment with the Customer in accordance with Technical Specifications;

b) development of Technical Documentation in accordance with section 6 of the Contract and technical assignments;

c) development and submission of the information (including initial data) required to design changes in construction, auxiliary equipment, buildings and structures of the facility to the Customer in accordance with the list and terms agreed by the Parties;

d) equipment manufacturing;

e) equipment packaging, marking and execution of other measures stipulated by technical assignments to ensure safe carriage of the Equipment;

f) delivery of Equipment to the Customer in accordance with the Contract's terms;

g) installation supervision of Equipment;

h) commissioning including regulation systems of hydro-turbines and excitation systems of hydro-power generators;

i) individual Tests, Comprehensive Testing, in-situ testing;

j) execution of other works and rendering other services required to commission the Equipment stipulated by the Contract and Appendices to it.


Contract Price:

13,806,000,000 (thirteen billion eight hundred and six million) rubles including VAT (18 per cent) to the sum of 2,106,000,000 (two billion one hundred and six million) rubles.

The Contract price is fixed and may be changed only by agreement of the Parties by signing supplementary agreements should corresponding changes in the volume of delivery, work and/or corresponding changes in the Technical Assignments occur.

The Contract price does not include transport expenses of the Supplier related to delivery of equipment to the site of delivery.

Equipment Delivery Terms:

Delivery commencement - December 2010, at latest;

Termination of delivery - January 2013, at latest.


Voting results:

"For" - 9 (S. I. Shmatko, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, О. V. Surikov, V. V. Tatsy, R. Z. Khamitov).

"Against" - 0.

"Abstained" - 1 (A. V. Sharonov).

Decision made.



Matter 2: Holding more than one office by the company's Chairman of the Management Board and members of Management Board in other organisations.


Decision:

2.1. Approve holding a post of member of the Management Board of all-Russian employers' association Russian Union of Industrialists and Entrepreneurs and a post of member of the Management Board of the Open Joint-Stock Company First Power-Generating Company on the Wholesale Energy Market, as well as post of member of the Board of Directors of the following companies, by Evgeny Vyacheslavovich Dod, Chairman of JSC RusHydro's Management Board:

- Open Joint-Stock Company INTER RAO UES;

- Closed Joint-Stock Company Kambaratinskaya Hydro-Power Plant-1;

- Closed Joint-Stock Company Industrial Power Company;

- Irkutsk Open Joint-Stock Company for Power Engineering and Electrification;

- Open Joint-Stock Company First Power-Generating Company on the Wholesale Energy Market;

- Open Joint-Stock Company Sangtudinskaya HPP-1;

- Open Joint-Stock Company System Operator of the Unified Energy System;

- Open Joint-Stock Company Federal Grid Company of Unified Energy System;

- Open Joint-Stock Company Holding of Inter-Regional Distribution Grid Companies.


2.2. Approve holding of a post of General Director of Open Joint-Stock Company Sangtudinskaya HPP-1 by Rakhmetulla Shamshievich Alzhanov, member of JSC RusHydro's Management Board.


2.3. Approve holding of posts of Corporate Management Director, Head of Corporate and Property relations unit of the Open Joint-Stock Company INTER RAO UES, member of the Management Board of RAO NORDIC Oy (Finland) and member of Management Board of TGR Enerji (Turkey), as well as position of member of the Board of Directors of the following companies, by Evgeny Evgenyevich Gorev, member of JSC RusHydro's Management Board:

- Closed Joint-Stock Company INTER RAO UES Baltiya;

- Open Joint-Stock Company Eastern Energy Company;

- Limited Liability Company INTER RAO UES Finans;

- Open Joint-Stock Company Stand;

- Closed Joint-Stock Company ELEKTROLUCH;

- Closed Joint-Stock Company INTER RAO UES Ukraine;

- Limited Liability Partnership INTER RAO Central Asia;

- Closed Joint-Stock Company Electric grids of Armenia;

- Joint-Stock Company Telasi (Georgia);

- Joint-Stock Company Khrami HPP I (Georgia);

- Joint-Stock Company Khrami HPP II (Georgia);

- Limited Liability Company Mtkvari energetika (Georgia);

- Closed Joint-Stock Company Moldavskaya SDPP (Pridnestrovian Moldavian republic);

- Closed Joint-Stock Company Energijos realizacijos centras (Lithuania).


2.4. Approve holding of posts of Deputy Chairman of the Management Board, Head of Corporate Centre of the Open Joint-Stock Company INTER RAO UES, member of the Management Board of the Open Joint-Stock Company First Power-Generating Company on the Wholesale Energy Market, as well as post of member of the Board of Directors of the following companies, by Mikhail Aleekseevich Mantrov, member of JSC RusHydro's Management Board:


- Closed Joint-Stock Company Aikakan Atomaiin Elektrakayan (Armenian Nuclear Power Plant);

- Open Joint-Stock Company Volzhskaya Local Power-Generating Company;

- Open Joint-Stock Company Local Power-Generating Company No. 11;

- Open Joint-Stock Company Razdan Energy Company.


2.5. Approve holding of posts of a member of the Management Board, Manager of Strategy and Investment Unit of the Open Joint-Stock Company INTER RAO UES and member of the Management Board of the Open Joint-Stock Company First Power-Generating Company on the Wholesale Energy Market by George Ilyich Rijinashvili, member of JSC RusHydro's Management Board.


2.6. Approve holding of posts of the member of the Management Board, Manager of Technical policy and Development Unit of the Open Joint-Stock Company INTER RAO UES, member of the Management Board of the Open Joint-Stock Company First Power-Generating Company on the Wholesale Energy Market, General Director of the Open Joint-Stock Company Eastern Energy Company, as well as member of the Board of Directors of the following companies, by Yury Vladimirovich Sharov, member of JSC RusHydro's Management Board:

- Closed Joint-Stock Company Kambaratinskaya Hydro-Power Plant -1;

- Open Joint-Stock Company Eastern Energy Company;

- Open Joint-Stock Company Dalenergostproject;

- Open Joint-Stock Company Scientific and Technological Centre of Electricicity;

- Open Joint-Stock Company Sangtudinskaya HPP-1;

- Open Joint-Stock Company G. M. Krzhizhanovsky Institute of Energy.


Voting results:

"For" - 10 (S. I. Shmatko, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, О. V. Surikov, V. V. Tatsy, R. Z. Khamitov, A. B. Sharonov).

"Against" - 0.

"Abstained" - 0.

Decision made.


Questionnaires of the members of the Board of Directors are attached.


Chairman of the Board of Directors                                     S. I. Shmatko


Secretary of the Board of Directors                                     M. M. Davydov

 



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