Minutes of 03.07.2009 №80

MINUTES No. 80

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting

(date and time of vote counting):           

July 03, 2009, 6:00 p.m. (Moscow time)

Minutes Dated:

July 06, 2009

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

A. B. Ballo

S. S. Beloborodov

B. F. Vainzikher

V. I. Danilov-Danilyan

V. A. Zubakin

S. V. Maslov

S. V. Serebryannikov

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.

Resolution on matter 2 contains confidential information:

 

AGENDA OF THE BOARD OF DIRECTORS MEETING:

 

1. Procedure for placement of additional issues of the company (state registration number of the additional issue is 1-01-55038-Е-037D dated 14.05.2009).

2. Procedure for carving-out the company's shares owned by HSC Hydroinvest.

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

4. Approving the company's transactions:

4.1. Transactions connected with transfer of property without compensation.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Procedure for placement of additional issues of the company (state registration number of the additional issue is 1-01-55038-Е-037D dated 14.05.2009).

 

Decision:

1.1. In order to obtain additional monetary assets to finance JSC RusHydro's Investment Programme, consider it possible (besides placement of the additional shares through public offering by the third parties) to implement the following procedure for placing additional shares of the company (state registration number of the additional issue is 1-01-55038-Е-037D dated 14.05.2009):

1.1.1. Acquisition of JSC RusHydro's additional shares by JSC Hydroinvest (among the shares which were not placed during enforcement of a property right to purchase additionally placed shares by JSC RusHydro's shareholders) through public offering in the amount which, by results of additional shares placement, ensures retaining the Russian Federation's additional share in the authorised capital of JSC RusHydro at the level not lower than the one formed after reorganisation of JSC RAO UES of Russia (60.3747 per cent).

1.1.2. Direction of funds received by JSC RusHydro as a result of additional shares placement on financing of JSC RusHydro's Investment Programme.

1.2. Instruct JSC RusHydro's representatives in the Board of Directors of JSC Hydroinvest to vote FOR making a decision on participation (participation share change) in JSC RusHydro by acquisition of JSC RusHydro's additional shares (state registration number of the additional share is 1-01-55038-Е-037D dated 14.05.2009) on the following terms:

1.2.1. Category, type, face value of shares: ordinary registered shares with the par value of 1 (one) ruble per 1 (one) share;

1.2.2. Number of shares being acquired: JSC Hydroinvest is entitled to purchase the amount of JSC RusHydro's additional shares the placement of which shall ensure that share of the Russian Federation in JSC RusHydro's authorised capital based on the results of additional shares placement, equals to 60.3747 (sixty point three seven four seven) per cent;

1.2.3. Share acquisition price: at a placement price of 1 (one) ruble per 1 (one) share;

1.2.4. Share payment method - monetary assets.


Voting results:


"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov).

"Against" - 0.

"Abstained" - 0.

Decision made.


Matter 2: Procedure for carving-out the company's shares owned by HSC Hydroinvest.

 

Decision:

The text of the resolution made by the Board of Directors contains confidential information.

 

 

Matter 3: On holding more than one office, by members of the company's Management Board, in the management bodies of other organisations.


Decision:

Approve holding of a post in the Management Board of the International Hydropower Association (IHA) by Rasim Magsumovich Khaziakhmetov, member of JSC RusHydro's Management Board.


Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov).

"Against" - 0.

"Abstained" - 0.

Decision made.

 

Matter 4: Approval of the company's transactions.


4.1. Transactions connected with transfer of property without compensation.


Decision:

Approve conclusion of the donation contract between the company and the Municipal Unit of Zeya in the Amur Region (hereinafter referred to as Contract), which subject is transfer of property without compensation to the third parties under the following essential terms:

Parties to Contract: JSC RusHydro is the Donor, the Municipal Unit of Zeya in the Amur Region is the Donee.

Subject of Contract: The Donor's donation to the Donee in the form of a gratuitous target contribution in order to restore the water conduit (pipeline with diameters of 325 mm and 1020 mm) of the water supply system in the town of Zeya, damaged during melting period in 2007 at the sector located 400 meters away from the Zeyskaya HPP.

Contract Price: 21,815,504 (twenty one million eight hundred and fifteen thousand five hundred and four) rubles 11 kopecks, non-taxable.

Effective Period of Contract: the present Contract comes into force from the date of its signing, and is valid until Parties have completed their duties in full in accordance with the contract terms.

Donation utilisation conditions: in case the monetary assets are not used by the Donee for the purposes indicated in the Contract by 31.12.2009, the specified monetary assets shall be returned to the Donor in full.


Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, B. F. Vainzikher, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, R. Z. Khamitov, А. V. 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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