Minutes of 13.11.2009 №87

MINUTES No. 87

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors Meeting
(date and time of vote counting):                                                       November 13, 2009, 6.00 p.m.

                                                                                                      (Moscow time)

Minutes Dated:                                                                                 November 16, 2009

Form of vote:                                                                                   absentee vote

Site of vote counting:                                                                        Moscow, Arkhitektora Vlasova Str., 51

Number of elected members of the Board of Directors                          13

Members of the Board of Directors present at meeting:                         S. I. Shmatko

                                                                                                     A. B. Ballo

                                                                                                     S. S. Beloborodov

                                                                                                     B. F. Vainzikher

                                                                                                     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


A. B. Ballo, member of the Board of Directors, submitted a written opinion on clauses 1, 7.4.2, 7.4.3, 7.4.4 of the minutes (see attached).


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. Execution of instructions of the Board of Directors dated 09.09.2009.

2. Strategy Development Committee under the supervision of the Board of Directors.

3. Determination of maximum cost of services for audit of JSC RusHydro's accounting (financial) statements prepared in compliance with Russian accounting standards for 2010.

4. Approval of insurance companies candidates for securing the insurance coverage for JSC RusHydro in 2010.

5. On holding more than one office, by members of the company's Management Board, in the management bodies
of other organisations.

6. Approving the company's transactions:

6.1. Approval of the transaction with Voith Hydro GmbH and Co. KG.

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

7.1. Decision regarding participation (change of participation share) of the company's  subsidiaries and affiliates
in other organisations.

7.2. On determination of agendas of the General Meetings of shareholders (participants) of SA.

7.3. Decision regarding transfer of the property owned by JSC Ust-Srednekanskaya HPP into the ownership of JSC Kolymaenergo.

7.4. Decision regarding General Shareholders' Meeting of JSC OGK-1 and approval of a transaction connected with disposal (or a probable disposal) of the property owned by JSC OGK-1.

8. Compensation at cancellation of an employment contract with a member of the company's Management Board.

9. Concerning business priorities of the company: Approval of principal contractual terms on joint investment in the Boguchanskaya HPP construction.


RESULTS OF VOTING ON AGENDA:


Matter 1: Execution of instructions of the Board of Directors dated 09.09.2009.


Decision:

1.1. To take note of the Report on the Implementation of Instructions of the Board of Directors 09.09.2009 (minutes No. 83), related to restoration and reconstruction of Neporozhniy Sayano-Shushenskaya HPP, (Appendix 1).


1.2. Approve engagement of CJSC KFK-Alliance as an independent appraiser to execute instructions of the company's Board of Directors indicated in clauses 8.7-8.11 of Minutes No. 83 of the Board of Directors Meeting, 09.09.2009.

1.3. Instruct V. A. Zubakin, acting as a chairman of the company's Management Board, to determine contractual terms and to conclude a contract with CJSC KFK-Alliance on CJSC KFK-Alliance engagement as an independent appraiser to execute instructions of the company's Board of Directors indicated in clauses 8.7-8.11 of Minutes
No. 83 of the Board of Directors Meeting, 09.09.2009.


Voting results:

"For" - 11 (S. I. Shmatko, S. S. Beloborodov, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 2 (A. B. Ballo, B. F. Vainzikher)

Decision made.


Matter 2: On Strategy Development Committee under supervision of the company's Board of Directors.


Decision:

2.1. To terminate ahead of due time the powers of Tatiana Viktorovna Zlydareva, member of the Strategy Development Committee under the supervision of the company's Board of Directors.

2.2. To elect Aleksandr Sergeevich Yugov, Head of the Oil and Gas and Mineral Raw Materials Industry Department under the supervision of the Administration for Infrastructural Branches and Organisations of the VPK Rosimushchestvo, as a member of the Strategy Development Committee under the company's Board of Directors.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0


Decision made.


Matter 3: Determination of maximum cost of services for audit of JSC RusHydro's accounting (financial) statements prepared in compliance with Russian accounting standards for 2010.


Decision:

3.1. To determine maximum cost of services for audit of JSC RusHydro's accounting (financial) statements prepared in compliance with the Russian accounting standards for 2010 to the sum of 30,000,000 (thirty million) rubles, VAT excluded.

3.2. To introduce amendments to the Provision on the Audit Committee under the company's Board of Directors approved by the company's Board of Directors (minutes No. 45 dated 26.12.2007) (hereinafter referred to - Provision):

- to read clause 3.1.10 of the Provision as clause 3.1.11;

- to supplement the Provision with a new clause 3.1.10 to read as follows: "3.1.10. Approval of tender documentation for an open tender to obtain the right to be contracted as Auditor of the company's accounting (financial) statements
in compliance with the Russian Accounting Standards and composition of a tender commission."

3.3. To instruct the Audit Committee under the company's Board of Directors to approve the tender documentation for the open tender for the right to be contracted as Auditor of JSC RusHydro's accounting (financial) statements in compliance with the Russian Accounting Standards for 2010 and the composition of the Tender Committee by 01.02.2010.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0


Decision made.


Matter 4:

Approval of insurance companies candidates for securing the insurance coverage for JSC RusHydro in 2010.


Decision:

4.1. To approve the following insurance companies for securing the insurance coverage of JSC RusHydro in 2010:




Type of insurance

Insurer

1.

Insurance of property including constructions in progress against all risks.

JSC Kapital Insurance

2.

Insurance of construction and assembly works.

JSC AlfaStrakhovanie

3.

Voluntary medical insurance and accident and illness insurance for the company's executive bodies' employees.

JSC AlfaStrakhovanie

4.

Voluntary medical insurance and accident and illness insurance of the company's branches' employees.

JSC Insurance Company SK ROSNO

5.

Public liability insurance of organisations operating dangerous industrial facilities, and owners of hydro technical facilities.

JSC Kapital Insurance

6.

Public liability insurance of transport means owners, insurance
of transport means, insurance of water transport

JSC Military Insurance Company

7.

Insurance of liability for non-performance or improper execution
of obligations under state contract for works and/or services performance.

JSC AlfaStrakhovanie

8.

Public liability insurance of members of management bodies and officers before third parties and the company.

JSC AlfaStrakhovanie



4.2. To approve expenses for public liability insurance of members of management bodies and officers before third parties and the company until 31.12.2010 to the sum of 1,279,452 US dollars.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 5: On holding more than one office, by members of the company's Management Board, in the management bodies of other organisations.


Decision:

5.1. To approve Bogush Boris Borisovich, member of the Management Board, to hold a position of member of the Board of Directors of Open Joint-Stock Company Directorate for Recovery and Reconstruction of Sayano-Shushenskaya HPP.

5.2. To approve Gorbenko Yury Vasilyevich, member of the Management Board, to hold a position of member of the Board of Directors of Open Joint-Stock Company Directorate for Recovery and Reconstruction of Sayano-Shushenskaya HPP.

5.3. To approve for Kuznetsov David Feliksovich, member of the Management Board, to hold positions of Director of the Moscow representative office of Open Joint-Stock Company Levit, Deputy Director General of Open Joint-Stock Company Levit, Director of Department for Strategic Development of Open Joint-Stock Company First United Bank.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 6: Approving the company's transactions:

6.1. Approval of the transaction with Voith Hydro GmbH and Co. KG.


Decision:

6.1.1. To approve Contract of Guarantee conclusion between JSC RusHydro and Voith Hydro GmbH and Co. KG, representing transaction which can impose obligations expressed in foreign currency (or obligations which value
is bound to foreign currency) on JSC RusHydro on the following essential terms:

Parties to Contract of Guarantee:


Guarantee provider: JSC RusHydro

Creditor: Voith Hydro GmbH and Co. KG

Subject of Contract of Guarantee:

Guarantee provider shall be jointly and severally liable to the Creditor for JSC Zaramagskiye HPPs (hereinafter referred to as Debtor) fulfilling its obligations under the Contract No. 152/8 to supply hydro-turbines for Zaramagskaya HPP-1 concluded on 30.10.2008 between the Creditor and Debtor (hereinafter referred to as the Contract).

Scope of Guarantee:

Scope of obligations covered by the guarantee shall correspond to the scope of Debtor's obligations to the Creditor under the Contract.

Validity Term:

Contract of Guarantee validity term coincides with the Contract validity term.

Governing Legislation:

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

Settlement of Disputes:

In case of impossibility to settle disputes by negotiations, any dispute or disagreement arising between the Guarantee provider and Creditor relating to the Contract of Guarantee or arising from it, shall be resolved by the Arbitration Court of Moscow in compliance with effective legislation of the Russian Federation.


6.1.2. In case a contract is concluded with the third parties, stipulating conclusion of contracts of guarantee (subject to the Board of Directors approval) of JSC RusHydro for the third parties obligations, to instruct the company's Management Board to submit issues related to conclusion of such contracts or corresponding contracts of guarantee for preliminary consideration by the Board of Directors.


Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 1 (B. F. Vainzikher)

Decision made.


Matter 7: Determination of company's (company's representatives) opinion regarding the agenda of the Board
of Directors Meeting and General Shareholders' (participants) Meeting of subsidiaries and affiliates (SA) of the company.


7.1. Decision regarding participation (change of participation share) of the company's  subsidiaries and affiliates
in other organisations.


Decision:

7.1.1. To instruct JSC RusHydro's representatives in the Boards of Directors of JSC Chirkeigesstroy, JSC ESCO UES, JSC Gidroremont-VKK, JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, JSC NIIES, JSC B. E. Vedeneev VNIIG, to vote FOR participation in a non-commercial partnership based on membership of entities engaged in construction, capital repair and reconstruction of power facilities, grids and substations - NP ENERGOSTROY on the following terms:

- an admission fee amount is 150,000 rubles;

- an annual membership fee amount is 150,000 rubles;

- a contribution to the compensation fund of the self-regulating organisation is 300,000 rubles;

- a procedure of admission and membership fee payments is defined by the provision on admission and membership fee payment terms and procedure of NP ENERGOSTROY;

- a procedure of contribution fee payments to the compensation fund is defined by the provision on the compensation fund of NP ENERGOSTROY.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

7.1.2. To instruct JSC RusHydro's representatives in the Boards of Directors of JSC B. E. Vedeneev VNIIG, JSC Lenhydroproject, JSC NIIES, JSC Elektroremont-VKK, JSC Gidroremont-VKK, JSC Turboremont-VKK to vote FOR participation in a non-commercial partnership based on membership of entities engaged in development of design documentation for power facilities, grids and substations - NP ENERGOPROEKT on the following terms:

- an admission fee amount is 100,000 rubles;

- an annual membership fee amount is 50,000 rubles;


- a contribution to the compensation fund of the self-regulating organisation is 150,000 rubles;

- a procedure of admission and membership fee payments is defined by the provision on admission and membership fee payment terms and procedure of NP ENERGOPROEKT;

- a procedure of contribution fee payments to the compensation fund is defined by the provision on the compensation fund of NP ENERGOPROEKT.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

7.1.3. To instruct JSC RusHydro's representatives on the Board of Directors of JSC Vedeneev VNIIG, JSC Lenhydroproject, JSC NIIES to vote FOR participation in a non-commercial partnership for the development of the geotechnical survey industry Geotechnical Association AIIS on the following terms:

- an admission fee amount is 25 000 rubles;

- an annual membership fee amount is 30 000 rubles;

- a contribution to the compensation fund of the self-regulating organisation is 150 000 rubles;

- a procedure of admission and membership fee payments as well as contributions to the compensation fund as defined by the Articles of Associations of NP AIIS.


Voting results:

"For" - 12 (S. I. Shmatko, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

A. B. Ballo, member of the Board of Directors, did not take part in voting on the matter.


Decision:

7.1.4. To authorise JSC RusHydro's representatives in the Board of Directors of JSC Chirkeigesstroy to vote FOR taking of the following decision: To approve change of JSC Chirkeigesstroy's participation interest in LLC KB Chirkeienergobank by carving-out the interest on the following conditions:

- carve-out method: conclusion of contract for purchase and sale of share between JSC Chirkeigesstroy and LLC KB Chirkeienergobank;

- share percentage of JSC Chirkeigesstroy in the authorised capital of LLC KB Chirkeienergobank: 43.24 per cent;

- share balance value: 2,376,000 rubles;

- market share value, defined by an independent appraiser; 0.43 rubles;

- share carve-out price: at a market price estimated by an independent assessor, but not less than 2,376,000 rubles;

- method of share payment - monetary assets.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


7.2. On determination of agendas of the General Meetings of shareholders (participants) of SA.


Decision: To instruct the company's representatives on the Boards of Directors of subsidiaries and affiliates to vote for the following matters inclusion into the agenda of the General Shareholders' Meetings of the companies' whose authorised capital is 100 per cent owned by JSC RusHydro:

early termination of powers of members of the company's Board of Directors;

- election of the company's Board of Directors.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


7.3. Decision regarding transfer of the property owned by JSC Ust-Srednekanskaya HPP into the ownership of JSC Kolymaenergo.


Decision:

7.3.1. To instruct JSC RusHydro's representatives in the Board of Directors of JSC Kolymaenergo to vote "FOR" the inclusion into the agenda of General Shareholders' Meeting of JSC Kolymaenergo the following:

- Approval of interested-party transactions:

7.3.2. To instruct JSC RusHydro's representatives in the Board of Directors of JSC Kolymaenergo to vote FOR making the following decision:

To approve carving-out of shares owned by JSC Kolymaenergo to JSC Ust-Srednekanskaya HPP under the following essential terms:

- category, type, nominal value of the carved-out shares; ordinary registered shares with the par value of 1 (one) ruble per share;

- number of carved-out shares: up to 767,959,382 (seven hundred and sixty-seven million, nine hundred and fifty-nine thousand, three hundred and eighty-two) shares;

- share carve-out procedure: carve-out of shares owned by JSC Kolymaenergo to JSC Ust-Srednekanskaya HPP by way of acquiring shares placed by JSC Ust-Srednekanskaya HPP in compliance with Article 72 of the Federal Law On Joint-Stock Companies;

- share carve-out price: at a price defined by the Board of Directors of JSC Ust-Srednekanskaya HPP in compliance with Article 77 of the Federal Law On Joint-Stock Companies;

- method of share payment - monetary assets;

- JSC Kolymaenergo's share in the authorised capital of JSC Ust-Srednekanskaya HPP before share carve-out
in compliance with the present decision is 69.36 per cent; JSC Kolymaenergo's share in the authorised capital of JSC Ust-Srednekanskaya HPP after share carve-out in compliance with the present decision is - 63.30 per cent.

7.3.3. To instruct JSC RusHydro's representatives in the Board of Directors of JSC Kolymaenergo to vote FOR the following decision:

To instruct JSC Kolymaenergo's representatives in the Board of Directors of JSC Ust-Srednekanskaya HPP to vote FOR the following decision: To approve a transaction related to disposal of property owned by JSC Ust-Srednekanskaya HPP (including fixed assets, constructions in progress intended for electricity transfer) by way of a contract for property purchase and sale between JSC Ust-Srednekanskaya HPP and JSC Kolymaenergo under the following essential terms:

Parties:

Seller is JSC Ust- Srednekanskaya HPP;

Buyer is JSC Kolymaenergo .

Subject of the Contract:

The Seller shall hand over to the Buyer, and the Buyer shall accept and pay for the property according to the content listed in Appendix No. 2 to the current decision.

Property Price:

Property price amounts to 767,959,382 (seven hundred and sixty-seven million, nine hundred and fifty-nine thousand, three hundred and eighty-two) rubles 00 (zero) kopecks, including 18 per cent VAT to the sum of 117,146,346 (one hundred and seventeen million, one hundred and forty-six thousand, three hundred and forty-six) rubles 41 (forty-one) kopecks.

Form of Payment:

Cash assets.

Property Transfer Procedure:

The property shall be transferred from the Seller to the Buyer based on the statement of transfer and acceptance
of the Property within 10 (ten) days from the date of the Contract signing.

7.3.4. To instruct JSC RusHydro's representatives in the management bodies of JSC Kolymaenergo to vote "FOR" making all the necessary decisions to implement this decision.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0.

"Abstained" - 0.

Decision made.


7.4. Decision regarding General Shareholders' Meeting of JSC OGK-1 and approval of a transaction connected with disposal (or a probable disposal) of the property owned by JSC OGK-1.


Decision:

7.4.1. To instruct the company's representatives in the Board of Directors of JSC OGK-1 to vote FOR inclusion of the following matters into the agenda of the Annual General Shareholders' Meeting of JSC OGK-1:

- Determination of quantity, nominal value and category (type) of the shares declared by JSC OGK-1 and the rights attached to these shares.

- Introduction of amendments to the Articles of Association of JSC OGK-1.

- An increase of the authorised capital of JSC OGK-1 by way of offering additional shares.


- Approval of an interested party transaction (transactions) between JSC OGK-1 and JSC INTER RAO UES
of purchase and sale of the shares of JSC OGK-1 placed through public offering.

- Approval of contracts for gas supply between JSC NOVATEK and JSC OGK-1 which are interconnected interested party transactions.

- Approval of a loan contract between JSC INTER RAO UES and JSC OGK-1 as an interested party transaction.

- Approval of a loan transaction between JSC INTER RAO UES and JSC OGK-1 as an interested-party transaction.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0


Decision made.


7.4.2. To instruct the company's representative at the General Shareholders' Meeting of JSC OGK-1 to vote "FOR" the following decision in relation to "Determination of quantity, nominal value, category (type) of the shares and rights attached to these shares declared by JSC OGK-1":

7.4.2.1. To determine the limit for the number of shares declared by JSC OGK-1 to the sum of 38,000,000,000 (thirty-eight billion) ordinary registered shares with nominal value of 0.57478 (zero point fifty-seven-four-seven-eight) rubles each.

7.4.2.2. Ordinary registered shares declared by JSC OGK-1 to be released provide their holders with rights stipulated in clause 6.3. of the Articles of Association of JSC OGK-1.


Voting results:

"For" - 12 (S. I. Shmatko S. S. , Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 1 (A. B. Ballo)

Decision made.


7.4.3. To instruct the company's representative in the General Shareholders' Meeting of JSC OGK-1 to vote "FOR" the following decision making in relation to "An increase of the authorised capital of JSC OGK-1 by offering additional shares":

7.4.3.1. To increase the authorised capital of JSC OGK-1 by placing additional ordinary registered shares of JSC OGK-1 (hereinafter referred to as Shares) under the following conditions:

- the number of shares placed is 38,000,000,000 (thirty-eight billion);

- nominal value of each share is 0.57478 (zero point five-seven-four- seven-eight) rubles each;

- method of Shares placement - public offering;

- price of Shares placement (including the price of Shares placement to persons included on the list of persons having the pre-emptive right to purchase Shares) is determined before Shares placement by the Board of Directors
of JSC OGK-1;

- form of payment for the placed Shares - monetary assets in rubles of the Russian Federation.


Voting results:

"For" - 12 (S. I. Shmatko, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 1 (A. B. Ballo)

Decision made.


7.4.4.1. To approve a reduced participatory share of JSC RusHydro in the authorised capital of JSC OGK-1 related
to a possible increase of the authorised capital of JSC OGK-1 by way of placing additional shares under the following terms:

- JSC RusHydro's share in the authorised capital of JSC OGK-1 before its authorised capital increase: 21.71 per cent;

- JSC RusHydro's share in the authorised capital of JSC OGK-1 after its authorised capital increase (in case
of additional issue of shares in full): 11.72 per cent.

7.4.4.2. To instruct JSC RusHydro's representatives in the Board of Directors of LLC Index of Energy - HydroOGK
to vote FOR making a decision to reduce a participation share of LLC Index of Energy - HydroOGK in the authorised capital of JSC OGK-1 related to a possible increase of the authorised capital of JSC OGK-1 by way of additional shares placement under the following terms:

- LLC Index of Energy - HydroOGK's share in the authorised capital of JSC OGK-1 before its authorised capital increase: 0.98 per cent;


- LLC Index of Energy - HydroOGK's share in the authorised capital of JSC OGK-1 after its authorised capital increase (in case of additional issue of shares placement in full): 0.52 per cent.


Voting results:

"For" - 12 (S. I. Shmatko, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 1 (A. B. Ballo)

Decision made.


7.4.5. To instruct the company's representatives on the Board of Directors of JSC OGK-1 to vote FOR the following decision in relation to "Approval of a transaction connected with disposal or possible disposal of the property, including fixed assets, intangible assets and constructions in progress, that is intended for production, transfer, dispatching, distribution and sale of electricity and thermal power:

To approve a loan transaction between JSC INTER RAO UES and JSC OGK-1 related to disposal or possible disposal of property of JSC OGK-1including fixed assets, intangible assets and constructions in progress that is intended for production, transfer, dispatching, distribution and sale of electricity and thermal power under the following terms: 7.4.5.1. Parties:

JSC OGK-1 is a Pledger, JSC INTER RAO UES is a Pledge Holder.

7.4.5.2. Loan transaction subject (essence of the claim secured by pledge): In order to secure its liabilities under the loan agreement (including liability to return a loan sum, interest payments and commissions) between the Pledger and the Pledge Holder (hereinafter referred to as loan agreement), the Pledger shall hand over to the Pledge holder constructions in progress of the JSC OGK-1 branch - Urengoyskaya GRES owned by a Borrower, and rights for a long-term lease of the sites of the JSC OGK-1 branch Urengoyskaya GRES with the total cost of 1,730,102,759 (one billion, seven hundred and thirty million, one hundred and two thousand, seven hundred and fifty-nine) rubles
95 (ninety-five) kopecks (Appendix 3, 4), the rights for a long-term lease of the sites listed in Appendix 5, with extension of mortgage on the constructed items of immovable property located at the sites listed in Appendix 5 according to their market value with a discount rate of 40 per cent, as well as movable property:

- any item of fixed assets whose value is equal to or exceeds 1,000,000 rubles acquired by the Borrower under the contracts for construction and equipment supply within the Project's framework; and

- any other item of fixed assets owned by the Borrower which balance value exceeds or equals to 1,000,000 rubles required for the branch of JSC OGK-1 - Urengoyskaya GRES operation in accordance with a conclusion of an independent auditor, with a discount rate of 40 per cent.

7.4.5.3. The price of property being pledged shall not exceed 24,000,000,000 (twenty-four billion) rubles including the property listed in Appendices 3, 4 to the amount of 1,730,102,759 (one billion, seven hundred and thirty million, one hundred and two thousand, seven hundred and fifty-nine) rubles 95 (ninety-five) kopecks, the rights for a long-term lease of the sites listed in Appendix 5, with extension of mortgage on the constructed items of immovable property and constructions in progress located at sites, listed in Appendix 5 in accordance with their market value defined by an independent appraiser with a discount rate of 40 per cent, as well as movable property listed in item 5.2 of the decision according to its balance value with a discount rate of 40 per cent.

7.4.5.4. Deadline for the fulfilment of the pledged obligation: October 15, 2019, at latest.

7.4.5.5. Subject of the pledge is held and remains at the Pledger until foreclosure is returned at him.

7.4.5.6. Loan transaction term: until fulfilment of pledged obligations.


Voting results:

"For" - 13 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, 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, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 8: Compensation at cancellation of an employment contract with a member of the company's Management Board.

Decision:

8.1. Not to pay compensation (in full) to Sergey Aleksandrovich Yushin, member of the company's Management Board, in case of cancellation (termination) of an employment contract concluded with him as may be agreed between the parties (Labour Code of the Russian Federation Article 77 Part 1 clause 1).

8.2. V. A. Zubakin, acting as chairman of the company's Management Board, shall ensure that all documents are prepared and signed (including documents for compensation repayment stipulated by the decision) required in accordance with the labour laws of the Russian Federation for cancellation (termination) of employment contract concluded with S. A. Yushin, member of the company's Management Board, as may be agreed by the parties (Labour Code of the Russian Federation Article 77 Part 1 clause 1).



Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, V. I. Danilov-Danilyan, S. V. Maslov,
S. V. Serebryannikov, О. V. Surikov, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 1 (B. F. Vainzikher)

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

Decision made.


Matter 9: Concerning business priorities of the company: Approval of principal contractual terms on joint investment in the Boguchanskaya HPP construction


Draft decision proposal:

To approve some of the principal contractual terms on joint investment in the Boguchanskaya HPP construction (hereinafter referred to as Principal Contractual Terms):  Parties of the Principal Contractual Terms:

JSC RusHydro;

JSC RUSAL is duly authorised to represent companies of RUSAL Group being Parties of Agreement of Co-operation;

Subject of the Principal Contractual Terms:

Agreement of the Parties to fix the cost of the Boguchanskaya HPP completion and to change management of the Boguchanskaya HPP construction.

Amount of Investment in accordance with the Principal Contractual Terms:

The Parties document a total amount of investment in order to complete construction of the Boguchanskaya HPP
to a sum not greater than 33,900,000,000 (thirty-three billion, nine hundred million) rubles, VAT included, including the following sources:

- 14,405,000,000 (fourteen billion, four hundred and five million) rubles - through JSC RusHydro's funds,

- 14,785,000,000 (fourteen billion, seven hundred and eighty-five million) rubles - through JSC RUSAL's funds (including 380,000,000 (three hundred and eighty million) rubles - repayment for 2008, made in the early 2009),

- 4,224,000,000 (four billion two hundred and twenty-four million) rubles - VAT return amount,

- 486,000,000 (four hundred and eighty-six million) rubles - other sources (repayment of contractors' accounts receivable).


At that a total amount of investments to complete construction of the Boguchanskaya HPP does not take into account loan repayment provided by CJSC BoAZ to the amount of 9,048,774,000 (nine billion, forty-eight million, seven hundred and seventy-four thousand) rubles nor interest repayment, while their compensation shall be regulated by the Parties separately.


Investment Period in accordance with the Principal Contractual Terms:

Period of investing a documented total amount in investments to complete construction of the Boguchanskaya HPP to a sum not greater than 33,900,000,000 (thirty-three billion, nine hundred million) rubles, VAT included, from January 01, 2009, to December 31, 2012 (and later, if required, until the Boguchanskaya HPP construction
is completed).

Parameters of the Boguchanskaya HPP:

Commissioning nine units at the Boguchanskaya HPP with total capacity of 3,000 MW.

Investment terms in accordance with the Principal Contractual Terms:

JSC RUSAL finances through own funds to a sum not greater than 14,785,000,000 (fourteen billion, seven hundred and eighty-five million) rubles (except for temporary financing (replacement) of a corresponding part
of an investment source "VAT return" for a period of such VAT return delay by tax authorities.


JSC RusHydro is responsible for excess of investment sum and finances it independently without changing partners' share provided that this excess is not due to force-majeure or directly or indirectly is caused by activities or inactivity of the companies of JSC RUSAL Group including the results of breaching obligations to finance the construction of the Boguchanskaya HPP completely and timely.


In case of additional expenses (besides an indicated investment amount) related directly to authorised state bodies introducing requirements to the hydro-power plant construction with the purpose of its reliability and safety increase, JSC RUSAL and JSC RusHydro shall finance these expenses based on the principles stipulated in the Cooperation Agreement (that is 50/50).


Failure to fulfil its obligations to finance construction of the Boguchanskaya HPP in due time by one of the Parties leads to the following consequences: the other Party obtains the right to buy some shares of BOGES Limited from a Breaching Party in proportion to the amount of an overdue debt of the Breaching Party. Repurchasing price of some shares of BOGES Limited is calculated by the procedure determined in the Cooperation Agreement Article 18, corrected for the share of a repurchased block of shares in the capital of BOGES Limited.


Terms of JSC RUSAL Refusal to Participate in day-to-day Construction Management:

In case of appropriate observance of the above mentioned Principle Contractual Terms by JSC RusHydro in respect to investment amount, JSC RUSAL agrees to refuse to participate in day-to-day construction management from the date the co-investing contract comes into force under the following terms:

Financial director of JSC Boguchanskaya HPP is not replaced, CJSC Customer of Construction of Boguchanskaya HPP is not liquidated (labour compensation fund budget of CJSC Customer of Construction of Boguchanskaya HPP financed by JSC RusHydro is decreased twice compared to 2009), their functions are significantly decreased instead:

- Temporary (for a period of co-investment contract validity) waiver of JSC RUSAL of the veto power,

- Transactions related to the Boguchanskaya HPP construction shall be approved by General Director of JSC Boguchanskaya HPP personally taking into account the items listed below:

- In order to minimise a possibility of an inappropriate investment amount increase, contractors shall be selected from the list agreed by the parties after all contractors are included on the list.

- All decisions on up to 20 per cent excess of main budget activities on the Boguchanskaya HPP construction (agreed by the Parties by October 01, 2009), which is an Appendix to the contract on co-investment for the Boguchanskaya HPP completion (hereinafter referred to as Budget), are made by JSC RusHydro independently.

- Functions of CJSC Customer of Construction of Boguchanskaya HPP are reduced to supervising works performance.

- Financial Director of JSC Boguchanskaya HPP - JSC RUSAL's representative, oversees conclusion of transactions un-related to construction by participating in the Management Board of JSC Boguchanskaya HPP, and approves extension of lists of contractors and 20 per cent limit excess, inclusion of new items on the budget, he also controls correspondence of the payments made to the agreed register, and approves all payment registers.

- Maximum delay of the units commissioning Schedule, an appendix to the co-investment contract on the Boguchanskaya HPP completion, can be up to 10 months for each unit, after that JSC RusHydro shall pay loss compensation to the sum of 50 per cent of potential planned earnings with a corresponding hydro-power unit (taking into account an installed runner and reservoir filling level), provided that a co-investment contract comes into force by 01.12.09. In case a co-investment contract comes into effect later, a maximum delay of the units' commissioning schedule increases for the period of the delay. JSC RusHydro bears no financial or other responsibility for a failure to comply with the schedule of the units' commissioning in the following cases:

a) RUSAL breaches its obligations to finance construction of the Boguchanskaya HPP completely and timely
in accordance with principal terms (even if this breach is of a single or technical nature);

b) construction delay/suspension caused by activities of the Government and/or controlling bodies;

c) construction delay/suspension of the power output scheme facilities or reservoir flood area preparation;

d) force majeure (including but not limited to natural disasters, legislation and regulatory controls change, standards and design and construction rules change, etc.).


Voting results:

"For" - 3 (B. F. Vainzikher, V. A. Zubakin, R. Z. Khamitov)

"Against" - 2 (V. I. Danilov-Danilyan, А. V. Sharonov)

"Abstained" - 8 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
О. V. Surikov, V. V. Tatsy)

Decision not passed.


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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