Minutes of 23.07.2009 №81

MINUTES No. 81

OF THE BOARD OF DIRECTORS MEETING


Date and time of the meeting:                                                   July 23, 2009, 10.00 a.m.

(Moscow time)

Minutes Dated:             July 24, 2009.

Form of vote:    collective attendance

Site of vote counting:                                                                Mosсow, Schepkina Str., 42

Number of elected members of the Board of Directors:                13

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

                                                                                           A. B. Ballo

                                                                                           S. S. Beloborodov

                                                                                           B. F. Vainzikher

                                                                                           E. P. Volkov

                                                                                           V. A. Zubakin

                                                                                           S. V. Maslov

                                                                                           S. V. Serebryannikov

                                                                                           V. V. Tatsy

                                                                                           A. V. Sharonov


A written opinion (voting) on the issues of the meeting agenda was provided by the Board of Directors member, S. V. Maslov.

JSC RusHydro Board of Directors Chairman, S. I. Shmatko, was also present in discussion of agenda issues 1, 2 and 3.

Board of Directors member, A. B. Ballo, attended the discussion of agenda issues 1, 2, 3 and 4.

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 Election of the Deputy Chairman of the Board of Directors.

2 On approval of consolidated business plan for the JSC RusHydro Group for 2009-2012.

3 On the company's management bodies.

4 On intermediate execution results of the company's Business plan for 2009 with due account of the first quarter, 2009 (including the Investment Programme execution report for the first quarter of 2009).

5 On redistribution of financing limits between projects for the purposes of JSC RusHydro Investment Programme for 2009.

6 On approval of the Concept of Hydraulic facilities' safety and reliability control system.

7 On Strategy Development Committee under supervision of the company's Board of Directors.

8 Investment Committee under the supervision of the company's Board of Directors.

9 Determination of fee for company's auditor services.

10 Approving the company's transactions:

10.1 On approval of interested-party transactions with the members of the Board of Directors.

10.2 On approval of an interested party transaction being executed between JSC RusHydro, JSC RR and Federal Agency of Railroad Traffic.

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

11.1 Determination of agenda for the general shareholders' meetings of subsidiaries and affiliates.

11.2 On determination of opinion regarding the issues related to disposal of fixed assets and liquidation of JSC Prometey.

11.3 Decision regarding participation (change of participation share) of the company's SA
in other organizations.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Election of the Deputy Chairman of the Board of Directors.


The speaker is O. B. Oksuzyan, member of the Management Board.

 

Decision:

To elect Viktor Ivanovich Danilov-Danilyan Deputy Chairman of the Board of Directors.

 

Voting results:

"For" - 10 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 2: On approval of consolidated business plan for the JSC RusHydro Group for 2009-2012.

 

Speaker is S. A. Yushin, member of the Management Board.

 

Decision:

2.1 To take note of the consolidated Business plan of JSC RusHydro Group for 2009-2012 (Appendix 1).

2.2 To authorize the company's Management submitting, for consideration of the Board,
the issue on amendments, to the Provision on the Strategy Committee under the company's Board, concerning obligatory preliminary review, by the Strategy Committee under the company's Board,
of the company's business plan and consolidated business plan of JSC RusHydro Group.

2.3 To authorize the company's Management Board developing and submitting
for consideration of the Strategy Committee under the company's Board of Directors, and
of the company's Board of Directors, Basic provisions of the Strategies for business lines of JSC RusHydro (sales SA and engineering SA).

 

Voting results:

"For" - 10 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

Due to change of the decision draft put to vote, in summing up of voting results the vote of the Board member, S. V. Maslov, who voted in writing on the initial decision draft, wasn't recorded.

  

Matter 3: On the company's management bodies.


The speaker is O. B. Oksuzyan, member of the Management Board.

 

Decision:

3.1 To terminate, on July 27, 20091, the powers of member of the company's Management Board, Aleksandr Yuryevich Sergeev, and prematurely terminate the labour contract concluded with him.

3.2 To elect Rustem Zakievich Khamitov as member of the company's Management Board since July 28, 2009.

3.3 To ensure execution and signing, by Chairman of the company's Management Board, V. A. Zubakin, of the necessary documents required, in accordance with the labour law of Russian Federation, for performance of clauses 3.1 and 3.2 hereunder, including the orders and agreement
with the member of the company's Management Board, R. Z. Khamitov.


Voting results:

"For" - 9 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 4: On intermediate execution results of the company's Business plan for 2009 with due account of the first quarter, 2009 (including the Investment Programme execution report for the first quarter
of 2009).

 

The speakers are: member of the Management Board, S.A. Yushin, and Investment Director, D. A. Askinadze.

 

Decision:

4.1 To take note of the Report on intermediary results of the company's business plan performance in 2009 with due account for the first quarter 2009 (Appendix 2).

4.2 To approve the report on execution of the company's Investment Programme for the first quarter 2009 (Appendix 2 to the Report on Intermediary Results of the Company's Business Plan Performance in 2009 with due account for the first quarter 2009).


Voting results:

"For" - 9 (A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 5: On redistribution of financing limits between projects for the purposes of JSC RusHydro Investment Programme for 2009.

 

Speaker - Investment director D. A. Askinadze

 

Decision:

5.1 To approve the following redistribution of funds between projects for the purposes
of JSC RusHydro Investment Programme for 2009 as approved by JSC RusHydro Board decision
of May 18, 2009 (minutes No. 77):

5.1.1 Reduction of the financing limit, for the spillway construction project in Sayano-Shushenskaya HPP, by 1,712.75 million rubles (against source "Profit, incl. NIC" - by 1,566 million rubles, against source "Unused funds as of the beginning of 2009" - by 146.75 million rubles);

5.1.2  Increase of financing limits by the following projects:

- Gotsatlinskaya HPP - by 14.75 million rubles (against the source "Unused funds as
of the beginning of 2009");

- Zaramagskiye HPP's - by 1,566 million rubles (against the source "Profit, incl. NIC");

- Yegorlykskaya HPP-2 (programme of small-scale HPPs) - by 132 million rubles (against
the source "Unused funds as of the beginning of 2009").

5.2     To approve financing by JSC RusHydro of the projects specified in clause 5.1 hereunder
for the purposes of changed limits, in accordance with clause 5.1 hereunder, until the time of approval, by JSC RusHydro Board, of the corrected JSC RusHydro Investment Programme for 2009.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 6: On approval of the Concept of Hydraulic facilities' safety and reliability control system.


Speaker is R. M. Khaziakhmetov, member of the Management Board.

 

Decision:

6.1 To approve the Framework for Hydraulic Facilities' Safety and Reliability Monitoring System (Appendix 3).

6.2 To deem advisable, in 2009, to perform organization design of the Hydraulic facilities' Safety and Reliability Monitoring System and to implement the pilot project on the basis of any one of JSC RusHydro subsidiaries.

6.3 To instruct the company's Management Board to submit, before Jan 29, 2010, for consideration of the Board of Directors, report on fulfilment of measures, as indicated in clause 6.2. hereunder.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 7: On Strategy Development Committee under supervision of the company's Board of Directors.


The speaker is O. B. Oksuzyan, member of the Management Board.


Decision:

7.1 To elect the Strategy Development Committee under the supervision of the company's Board of Directors:

1

Vyacheslav Yuryevich Sinyugin

Deputy Minister of Energy of the Russian Federation

2

Maria Gennadyevna Tikhonova

Deputy Director of the Economic Regulation and Property Relations Department in the FEC

of the Russian Ministry of Energy

3

Tatyana Viktorovna Zlydareva

Deputy Head of the Fuel, Energy and Coal Industry Dept under Federal Property Management Agency

4

Valentin Efimovich Mezhevich


Member of the Federation Council of the Federal Assembly of the Russian Federation, First Deputy Chairman of Natural Monopolies Commission of the Federation Council

5

Vsevolod Valeriyanovich Gavrilov

Head of the Directorate for Project Management in the sphere of power supply and environmental management of Sberbank of Russia

6

Sergey Sergeevich Beloborodov

Member of the Board of Directors of JSC RusHydro

7

Eduard Petrovich Volkov

Member of the Board of Directors of JSC RusHydro

8

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of JSC RusHydro

9

Vasily Aleksandrovich Zubakin

Member of the Board of Directors of JSC RusHydro,

Acting Chairman of the Management Board of JSC RusHydro

10

Oleg Borisovich Oksuzyan

Member of the Management Board, JSC RusHydro

7.2 To elect Vyacheslav Yuryevich Sinyugin as Chairman of the Strategy Development Committee under supervision of the company's Board of Directors.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 8: Investment Committee under the supervision of the company's Board of Directors.


Speaker - Investment director D. A. Askinadze


Decision:

8.1       To elect the Investment Committee under the company's Board of Directors
in the following composition:

1

Andrey Vladimirovich Sharonov

Member of the Board of Directors of JSC RusHydro

2

Dmitry Ruslanovich Kostoev

Deputy General Director, Head of Economics and Finance Unit
of JSC GMK Norilsk Nickel

3

Matvey Vladimirovich Taits

Senior Analyst of the Analytical Research Department of Uralsib Capital Limited

4

Viktor Yuryevich Lebedev


Head of the Power Engineering Development Department
of the State Tariff Regulation, Infrastructural Reforms and Energy Efficiency Agency attached to the Ministry of the Economic Development of the Russian Federation

5

Dmitry Aleksandrovich Kozlov

Deputy Director of the Fuel and Energy Complex Investment Policy and Development Department attached to the Ministry of Energy
of the Russian Federation

6

Elena Valentinovna Pomchalova

Head of the Federal Tariff Service Administration for Price Setting Control and Regulation in the Power Engineering Industry

7

Vasily Aleksandrovich Zubakin

Member of the Board of Directors of JSC RusHydro,

Acting Chairman of the Management Board of JSC RusHydro

8

Denis Aleksandrovich Nozdrachev

Director of Infrastructure Department of the State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank).

9

Wolfang Skribot

Managing Director of the Direct Investment Department
of JSC Gazprombank

10

Maria Gennadyevna Tikhonova

Deputy Director of the Economic Regulation and Property Relations Department in the FEC

of the Russian Ministry of Energy


8.2 To elect Andrey Vladimirovich Sharonov as Chairman of the Investment Committee under
the company's Board of Directors.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 9: Determination of fee for company's auditor services.


The speaker is O. B. Oksuzyan, member of the Management Board.

 

Decision:

9.1To determine cost of the services provided by the company's Auditor (Closed Joint-Stock company PriceWaterhouseCoopers Audit) to audit JSC RusHydro financial (accounts under Russian standards of book accountancy for 2009, in the amount of 17,000,000 (seventeen million) rubles (VAT excluded).

9.2 The company's Management Board is to conclude the contract for a financial audit of JSC RusHydro under Russian standards of the accounts for 2009, with the company's Auditor, before September 01, 2009.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 10: Approving the company's transactions:

 

The speaker is O. B. Oksuzyan, member of the Management Board.

 

10.1 On approval of interested-party transactions with the members of the Board of Directors.


Decision:

10.1.1   To approve conclusion of an agreement (Appendix 4.1), between a member
of the Board of Directors, Anatoly Borisovich Ballo, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 7 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


A member of JSC RusHydro's Board of Directors, A. B. Ballo, recognised as an interested party
in the transaction, did not take part in voting.


10.1.2   To approve conclusion of an agreement (Appendix 4.2), between a member
of the Board of Directors, Sergey Sergeevich Beloborodov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 6 (B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC RusHydro, S. S. Beloborodov, recognised as an interested party in the transaction, did not take part in voting.


10.1.3   To approve conclusion of an agreement (Appendix 4.3), between a member
of the Board of Directors, Boris Feliksovich Vainzikher, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 6 (S. S. Beloborodov, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

A member of JSC RusHydro's Board of Directors, B. F. Vainzikher, recognised as an interested party
in the transaction, did not take part in voting.


10.1.4   To approve conclusion of an agreement (Appendix 4.4), between a member
of the Board of Directors, Eduard Petrovich Volkov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 6 (S. S. Beloborodov, B. F. Vainzikher, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy,
A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC RusHydro, E. P. Volkov, recognised as an interested party
in the transaction, did not take part in voting.


10.1.5   To approve conclusion of an agreement (Appendix 4.5), between a member
of the Board of Directors, Viktor Ivanovich Danilov-Danilyan, and JSC RusHydro, constituting
an interested party transaction.

 

Voting results:

"For" - 7 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC RusHydro, V. I. Danilov-Danilyan, recognised as an interested party in the transaction, did not take part in voting.


10.1.6   To approve conclusion of an agreement (Appendix 4.6), between a member
of the Board of Directors, Sergey Vladimirovich Maslov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 6 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Serebryannikov, V. V. Tatsy,
A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

The member of JSC RusHydro's Board of Directors, S. V. Maslov, recognised as an interested party
to the transaction, did not take part in voting.

 

10.1.7   To approve conclusion of an agreement (Appendix 4.7), between a member
of the Board of Directors, Sergey Vladimirovich Serebryannikov, and JSC RusHydro, constituting
an interested party transaction.

 

Voting results:

"For" - 6 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

The member of JSC RusHydro's Board of Directors, S. V. Serebryannikov, recognised as an interested party to the transaction, did not take part in voting.


10.1.8   To approve conclusion of an agreement (Appendix 4.8), between a member
of the Board of Directors, Oleg Vyacheslavovich Surikov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 7 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

A member of JSC RusHydro's Board of Directors, O. V. Surikov, recognised as an interested party
to the transaction, did not take part in voting.


10.1.9 To approve conclusion of an agreement (Appendix 4.9), between a member
of the Board of Directors, Vladimir Vitalyevich Tatsy, and JSC RusHydro, constituting an interested party transaction.


Voting results:

"For" - 6 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

The member of JSC RusHydro's Board of Directors, V. V. Tatsy, recognised as an interested party
to the transaction, did not take part in voting.


10.1.10 To approve conclusion of an agreement (Appendix 4.10), between a member
of the Board of Directors, Andrey Vladimirovich Sharonov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 6 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
V. V. Tatsy)

"Against" - 0

"Abstained" - 0

Decision made.

A member of JSC RusHydro's Board of Directors, A. V. Sharonov, recognised as an interested party
to the transaction, did not take part in voting.


10.1.11 To rule that the amount, procedure and conditions for the payment of remunerations and compensation of costs (consideration for the agreements specified in this decision) to the company's board members as specified hereunder, in accordance with the clause 2, article 64 of the Federal Law On Joint-Stock Companies, are to be determined by resolution of the company's Shareholders' General Meeting.

Voting results:

"For" - 7 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Member of JSC RusHydro's Board of Directors, V. A. Zubakin, constituting a person acting as the sole executive body of the company and, for that matter, not recognised as an independent director, did not take part in voting on all points of the present issue.

 

 

10.2     On approval of an interested party transaction being executed between JSC RusHydro, JSC RR and Federal Agency of Railroad Traffic:


The speaker is O. B. Oksuzyan, member of the Management Board.


Decision:

To approve signing of the Minutes under investment contract No. 164д of October 20, 2006,
of the implementation of the Investment project for establishment of the Investment project: Measures for rearrangement of the Izvestkovaya - Chegdomyn railroad line section falling into the influence area
of Bureyskaya HPP reservoir, between JSC RusHydro, JSC RR and Federal Agency of Railroad Traffic, representing an interested party transaction, under the following essential conditions:

Parties to the Minutes (Investors):

JSC RusHydro, JSC RR, Federal Agency of Railroad Traffic.

Subject of the Minutes:

To distribute the shares of investors, pro rata to the volume of investments made by them,
in the ownership title to the facilities duly completed by construction and commissioned under investment agreement No. 164д of October 20, 2006, as follows:



Federal Railway Transport Agency

- 1/3

1,900,925,001 (one billion, nine hundred million, nine hundred twenty-five thousand and one) rubles and 13 kopecks

JSC RusHydro

- 1/6

956,727,930 (nine hundred, fifty-six million, seven hundred and twenty-seven thousand, nine hundred and thirty) rubles

JSC Russian Railways*

- 1/2

2,714,169,664 (two billion, seven hundred and fourteen million, one hundred and sixty-nine thousand, six hundred and sixty-four) rubles

* including the share of JSC RR in the housing for operation personnel - 1 (one) in the amount
of 38,218,678 (thirty-eight million, two hundred and eighteen thousand, six hundred and seventy-eight) rubles 96 kopecks.

Validity term of the Minutes:

The Minutes comes into force from the date when it is signed and is valid until Parties have completed their duties in full.

 

Voting results:

"For" - 6 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, S. V. Maslov, S. V. Serebryannikov,
V. V. Tatsy)

"Against" - 0

"Abstained" - 0

Decision made.


A member of JSC RusHydro's Board of Directors, A. V. Sharonov, recognised as an interested party
to the transaction, did not take part in voting.

The member of the Board of Directors of JSC RusHydro V. A. Zubakin as a person acting as the sole executive body of the company and in this respect not recognised as an independent director, did not take part in voting.



Matter 11: Defining the company's (representatives of the company) position concerning points
of the agendas of the meetings of Boards of Directors and general shareholder meetings of subsidiaries and affiliates of the company:


The speaker is O. B. Oksuzyan, member of the Management Board.


11.1 Determination of agenda for the general shareholders' meetings of subsidiaries and affiliates.


The speaker is O. B. Oksuzyan, member of the Management Board.

 

Decision:

To instruct the company's representatives, upon incorporation of new subsidiary and affiliated companies, to ensure inclusion in the agenda of general meetings held by the subsidiary and affiliated companies' shareholders (participants) of the following issue:

- On approval of the company's auditor appointment.


Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

11.2 On determination of opinion regarding the issues related to disposal of fixed assets and liquidation of JSC Prometey.

The speaker is O. B. Oksuzyan, member of the Management Board.

 

Decision:

11.2.1   To instruct JSC RusHydro's representatives in the Board of Directors of JSC Prometey
to vote FOR taking of the following decisions:

11.2.1.1 To approve transaction related to disposal of property owned by JSC Prometey (including fixed assets and constructions in progress intended for electricity and heat production, transfer, dispatching and distribution) by way of executing a contract for property purchase and sale between JSC Prometey and JSC RusHydro under the following essential terms:

Parties:

Seller - JSC Prometey;

Buyer - JSC RusHydro.

Subject of the Contract:

The Seller undertakes to transfer to the Buyer, and the Buyer agrees to accept and pay
for the property complex of Gunibskaya HPP (hereinafter referred to as Property) consisting of, as per Appendix No. 1 to the contract.

Property price:

The property value equals 571,228,362 (five hundred and seventy-one million, two hundred twenty-eight thousand, three hundred and sixty-two) rubles 94 (ninety-four) kopecks, including VAT
18 per cent in the amount of 87,136,529 (eighty-seven million, one hundred thirty-six thousand, five hundred and twenty-nine) rubles 94 (ninety-four) kopecks.

Form of payment:

Monetary resources in the currency of Russian Federation.

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.

11.2.1.2 To vote FOR inclusion, in the agenda of general meeting held by JSC Prometey shareholders, of the following issues:

- on liquidation of JSC Prometey;

- on formation of liquidation committee of JSC Prometey;

- on approval of intermediary liquidation balance of JSC Prometey;

- on approval of liquidation balance of JSC Prometey.


11.2.2 To authorize JSC RusHydro representatives at the general meeting held by shareholders of JSC Prometey (whose functions are performed by JSC RusHydro's Management Board):

11.2.2.1 To vote FOR the following decision by issue On liquidation of JSC Prometey:

11.2.2.1.1 To liquidate JSC Prometey (TIN 0510009466, PSRN 1040500814551, location: Russia, Republic of Dagestan, Gunibskiy District, Gunib).

11.2.2.1.2 To set up the following procedure and terms for liquidation of JSC Prometey (hereinafter referred to as company):

            A) JSC RusHydro shall, within 3 days, notify in writing the registering authority by place
of company's location on its duly taken decision on liquidation of the company and on formation
of liquidation committee.

            B) Liquidation committee shall place, in printed media intended for publishing the data on public registration of legal entities, the publication on company's liquidation, as well as the procedure and term for submitting claims by its creditors. Creditors may submit their claims within: two months from the date of publication on company's liquidation.

            C) Liquidation committee shall take actions for identification of creditors and receipt of accounts receivable, and shall notify the known creditors in writing on company's liquidation.

            D) Upon expiration of the period for submitting claims by creditors, the liquidation committee shall draft an intermediary liquidation balance which shall contain the data on the property structure
of company pending liquidation, list of claims lodged by creditors, and the results of consideration of such claims.

Intermediary liquidation balance is to be approved by the company's General Shareholders' Meeting.

            E) Repayment of moneys to creditors of the company pending liquidation shall be made
by liquidation committee in the order of priority stipulated by Article 64, Civil Code of the Russian Federation, and in accordance with intermediary liquidation balance, starting from the date of its approval and with exception of the fifth priority creditors, payments to whom shall be made upon expiration of one month from the date of the intermediary liquidation balance approval.

            F) After completion of clearances with creditors, liquidation committee shall draft the liquidation balance which is to be approved by company's General Meeting of shareholders.

            G) The company's property remaining after satisfaction of all creditors' claims shall be distributed between its shareholders pursuant to the applicable law.

            H) Liquidation committee for public registration in respect of the legal entity liquidation shall submit to the registering authority the documents as required under clause 1, Article 21 of the Federal Law On Public Registration of Legal Entities and Individual Entrepreneurs.

11.2.2.2 To vote FOR all other decisions as necessary for carrying out of JSC Prometey liquidation procedure.

11.2.3   To instruct the company's Management Board, to provide the members of company's board, before August 31, 2009, with information on scheduled expenses related to disposal of the fixed assets and liquidation of JSC Prometey.

 

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

11.3     Decision regarding participation (change of participation share) of the company's SA in other organizations.


The speaker is O. B. Oksuzyan, member of the Management Board.

 

Decision:

11.3.1   To authorize the company's representatives on the Board of Directors of JSC OGK-1
to vote FOR the following decision:

To approve participation of JSC OGK-1 in non-commercial partnership "The Union of Power Engineers" under following conditions:

- the amount of admission fee - not exceeding 350,000 (three hundred and fifty thousand) rubles;

- form of admission fee payment - monetary assets;

- the amount and form of payment of the current instalments are to be specified by general meeting of the partnership members.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


11.3.2   To adjourn consideration of the issue on determination of the company's (company's representatives') opinion regarding participation of JSC OGK-1 in JSC MBNK to a later date.


Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

Due to change of the decision draft put to vote, in summing up of voting results the vote of the Board member, S. V. Maslov, who voted in writing on the initial decision draft, wasn't recorded.


11.3.3   To adjourn consideration of the issue on determination of the company's (company's representatives') opinion regarding the termination of JSC OGK-1 participation in the All-Russian Industrial Association of Electricity Energy Employers (RAEL Association) to a later date.

 

Voting results:

"For" - 8 (S. S. Beloborodov, B. F. Vainzikher, E. P. Volkov, V. A. Zubakin, S. V. Maslov,
S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

Due to change of the decision draft put to vote, in summing up of voting results the vote of the Board member, S. V. Maslov, who voted in writing on the initial decision draft, wasn't recorded.





Chairman of the Board of Directors                                                                    S. I. Shmatko


Secretary of the Board of Directors                                                                    M. M. Davydov

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