Minutes of 18.05.2009 №77

MINUTES No. 77

OF THE BOARD OF DIRECTORS MEETING


Date and time of the meeting:                                                   May 18, 2009, 10:00 a.m.

                                                                                               (Moscow time)

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

V. S. Belyaev

B. F. Vainzikher

E. P. Volkov

V. I. Danilov-Danilyan

V. A. Zubakin

S. V. Maslov

V. V. Tatsy

S. V. Serebryannikov

A written opinion (voting) on the agenda of the meeting was provided by the members of the Board of Directors: A. B. Ballo, A. V. Sharonov.

S. I. Shmatko, the Chairman of JSC RusHydro's Board of Directors, attended the discussion of matters 2 and 3 of the agenda.

V. A. Zubakin, member of the Board of Directors, attended the discussion of matters 1, 2, 3, 5, 6 of the agenda.

A. B. Ballo, member of the Board of Directors, attended the discussion of matters 2, 3 of the agenda. A written opinion by A. B. Ballo on matters 1, 4, 5, 6 is accounted for.


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.    A series of measures intended to reduce investment expenses and enhance the company's efficiency in investment projects for 2009-2011.

The speaker is Valeriya Vladimirovna Bannikova, Deputy Head of Investment Engineering and Planning Department.

2.    Enhancement of the company's operating efficiency.

Speaker is Sergey Aleksandrovich Yushin, member of the Management Board.

3.    Review of the company's Business plan for 2009-2012 (including the Investment Programme for 2009).

Speakers are Sergey Aleksandrovich Yushin, member of the Management Board, and Valeriya Vladimirovna Bannikova, Deputy Head of Investment Engineering and Planning Department.

4.    Participation of the company in JSC Far East Wind Power Plant.

Speaker is Oleg Borisovich Oksuzyan, member of the Management Board.

5.    Approval of the company's transactions.

Speaker is Oleg Borisovich Oksuzyan, member of the Management Board.

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

5.2.    On approval of an interested-party transaction with JSC Zaramagskiye HPPs.

5.3.    Approval of an interested-party transaction with JSC SO UPS.

5.4.    Transactions connected with transfer of property without compensation.

6.    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:

Speaker is Oleg Borisovich Oksuzyan, member of the Management Board.

6.1.      Determination of position on the issues relating to conducting General Shareholders' Meetings of the subsidiaries and associates of the company.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: A series of measures intended to reduce investment expenses and enhance the company's efficiency in investment projects for 2009-2011.


Decision:

1.1.      Take note of the list of measures intended to reduce investment expenses, and an expected optimisation volume for 2009-2011 (Appendix 1).

1.2.      Consider implementation of measures intended to reduce investment expenses possible provided that:

-          planned measures intended to reduce investment expenses for 2009-2011 are coordinated as established by law;

-          a required reliability level of hydro technical facilities is maintained.

1.3.      When submitting a report on implementation the Investment Programme for 2009, the company's Management Board shall submit a report on implementation of a corresponding list of measures intended to reduce investment expenses in 2009 including information on the impact of investment expenses reduction on a unit price of one kW installed capacity.


 

 

Voting results:

"For" - 11 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 2: Enhancement of the company's operating efficiency.


Decision:

2.1.      Take note of main areas of the company's operating efficiency enhancement according to Appendix 2.

2.2.      In 2009, the company's Management Board shall ensure implementation of measures intended to reduce current expenses at least by 5 per cent of the amount of actual expenses in 2008 (in comparable prices) in accordance with an approved Business plan of the company for 2009.


Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 3: Review of the company's Business plan for 2009-2012 (including the Investment Programme for 2009).


Decision:

3.1.      Approve indicators of the company's business plan for 2009, contained in the company's business plan for 2009-2012 (Appendix 3), including JSC RusHydro's Investment Programme for 2009 (Appendix 2 to the business plan).

3.2.      Approve plan numbers of the company's business plan for 2010-2012, including the company's Investment Programme for 2010-2011 contained in the company's business plan for
2009-2012.

3.3.      The company's Management Board shall ensure submission of the report on implementation of the business plan for the first quarter of 2009 and a consolidated business plan for 2009 to the Board of Directors for consideration, as established by law.

3.4.      Approve the values of annual and quarterly key performance indicators (KPI) of the company for 2009 included in the company's business plan for 2009-2012.

3.5.      Announce the resolution of the company's Board of Directors (minutes of the meeting No. 62 dated 26.09.2008) on matter 4 "Approval of values of annual and quarterly key performance indicators (KPI) of the company for 2009", invalid.


Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 4: Participation of the company in JSC Far East Wind Power Plant


Decision:

Postpone consideration of the issue to the next meeting of the Board of Directors.


Voting results:

"For" - 8 (S. S. Beloborodov, A. B. Ballo, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy)

"Against" - 0

"Abstained" - 0

Decision made.

Due to the change of the draft decision put to vote, when drawing up voting results, votes of A. B. Ballo, A. V. Sharonov, members of the Board of Directors, who voted in writing on the initial draft decision, are not accounted for.


 

Matter 5: Approving the company's transactions:

 

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


Decision:

5.1.1.    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" - 9 (S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, 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.


5.1.2.    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" - 9 (A. B. Ballo, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, 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.


5.1.3.    To approve conclusion of an agreement (Appendix 4.3), between a member of the Board of Directors, Vadim Stanislavovich Belyaev, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

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


5.1.4.    To approve conclusion of an agreement (Appendix 4.4), between a member of the Board of Directors, Boris Feliksovich Vainzikher, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, E. P. Volkov, V. I. Danilov-Danilyan, 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.


5.1.5.    To approve conclusion of an agreement (Appendix 4.5), between a member of the Board of Directors, Eduard Petrovich Volkov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, V. I. Danilov-Danilyan, 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.


5.1.6.    To approve conclusion of an agreement (Appendix 4.6), between a member of the Board of Directors, Viktor Ivanovich Danilov-Danilyan, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, 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, recognized as an interested party in the transaction, did not take part in voting.


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

 

Voting results:

"For" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, 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.

 

5.1.8.    To approve conclusion of an agreement (Appendix 4.8), between a member of the Board of Directors, Sergey Vladimirovich Serebryannikov, and JSC RusHydro, constituting an interested party transaction.

 

Voting results:

"For" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, 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.


5.1.9.    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" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, 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.


5.1.10.  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" - 9 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, 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.


5.1.11.  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" - 10  (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, A. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

S.I. Shmatko, Chairman of JSC RusHydro's Board of Directors, did not participate in voting on the matter.

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.

 

 

5.2.      On approval of an interested-party transaction with JSC Zaramagskiye HPPs.

 

Decision:

5.2.1.   Specify that a monthly rental payment under equipment lease contract concluded between JSC RusHydro and JSC Zaramagskiye HPPs amounts to 2,306 (two thousand three hundred and six) rubles 75 kopecks, including VAT 18 per cent - 351 (three hundred and fifty one) rubles 88 kopecks.

5.2.2.   Approve conclusion of an equipment lease contract between JSC RusHydro and JSC Zaramagskiye HPPs being an interested party transaction under the following essential terms:

Parties to Contract:

Lessee - JSC RusHydro

Lessor - JSC Zaramagskiye HPPs

Subject of Contract:

Under the contract the Lessor shall transfer into temporary possession and use of the Lessee the following property - telecommunication cabinet (hereinafter referred to as equipment), specified in Appendix No. 1, and the Lessee shall accept the equipment and pay the lease payment in the amount and within terms specified in the Contract.

Contract rental payment value:

Rental payment amount is calculated in accordance with Appendix No. 2 to the Contract and amounts to 2,306 (two thousand three hundred and six) rubles 75 kopecks, including VAT 18 per cent - 351 (three hundred and fifty one) rubles 88 kopecks per month.

The Lessor is entitled to revise the rental payment amount, but only once a year. In this case the Lessor shall send a written notification to the Lessee and informs a new rental amount, which shall be accepted by the Lessee within 10 days after receipt of the notification on a new price. In case the Lessee does not object within the indicated period, the new price is considered to be accepted. In case the Lessee's objections to a new price are not accepted by the Lessor the contract is considered to be terminated by the Parties.

Effective Period of Contract:

The Contract comes into effect from the date of its signing by the Parties, it applies to the relations between the Parties initiated on 01.01.2009, and is valid until Parties have totally fulfilled their obligations. The rental term is established from 01.01.2009 to 31.12.2011.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

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.



5.3.      Approval of an interested-party transaction with JSC SO UPS.

 

Decision:

5.3.1.   Specify that a monthly rental payment under the lease contract concluded between JSC RusHydro and JSC SO UES amounts to 2,081.29 (two thousand eighty one) rubles 29 kopecks, including VAT 18 per cent - 317.49 (three hundred and seventeen) rubles 49 kopecks.

5.3.2.   Approve conclusion of an immovable property (non-residential premises) lease contract between JSC RusHydro and JSC SO UES being an interested party transaction, under the following essential terms:

Parties to Contract:

Lessee - JSC SO UES

Lessor - JSC RusHydro

Subject of Contract:

Under this contract the Lessor shall provide and the Lessee shall accept into temporary possession and use non-residential premises 18.3 sq. m in the area located at the address: Samara Region, Zhigulevsk urban district, Zhigulevsk, Moskovskoye Shosse, 2, bld. 1.

Contract Rental Payment Value:

A monthly rental payment under the non-residential premises lease Сontract concluded between JSC RusHydro and JSC SO UES amounts to 2,081.29 (two thousand eighty one) rubles 29 kopecks, including VAT 18 per cent - 317.49 (three hundred and seventeen) rubles 49 kopecks.

The rental payment is established in accordance with rental payment calculation in compliance with Appendix No. 2 to the Contract.

Effective Period of Contract:

The Сontract comes into force from the date of its signing by the Parties and is valid until January 31, 2010.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

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.

 


5.4.      Transactions connected with transfer of property without compensation.

 

Decision:

Approve Сontract for transfer of property without compensation between JSC RusHydro and the Municipal Unit the town of Kizilyurt, the subject of which is transfer of property (property rights) without compensation to the third parties subject to the following conditions:

Parties to Contract:

Party 1 - JSC RusHydro;

Party-2 - Municipal Unit the town of Kizilyurt represented by the Head of the Municipal Unit the town of Kizilyurt.

Subject of Contract:

Party-1 shall transfer without compensation and Party-2 shall accept in accordance with the terms of this contract - the immovable property (hereinafter referred to as Immovable property): buildings and structures of the child-care centre Energetik, area is 1,611.15 sq. m, a record number is 05-05-01/029/2005-279, the address: Republic of Dagestan, Kizilyurt, Bavtugai, 40 let Oktyabrya Str., 8a, and movable property (hereinafter referred to as Movable property) according to Appendix No. 1 to the Contract (further on referred to as the Property), JSC RusHydro's title to which is registered by a certificate of state registration of right No. 05-АА 146974 dated 12.08.2008.

Balance value of the Property:

16,436,911.67 (sixteen million four hundred and thirty six thousand nine hundred and eleven) rubles 67 kopecks.

 

 

 

Voting results:

"For" - 11 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 6: 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:


6.1.            Determination of position on the issues relating to conducting General Shareholders' Meetings of the subsidiaries and associates of the company.


Decision:

6.1.1.    Instruct the company's representatives in the Board of Directors of JSC OGK-1 to vote FOR including the following issues into the agenda of the annual General Shareholders' Meeting:

-          Transfer of powers of the sole executive body of JSC OGK-1 of the management company - JSC INTER RAO UES.

-          Approval of loan contracts between JSC INTER RAO UES and JSC OGK-1 as interconnected interested party transactions.

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

-          Approval of a supplementary agreement to an electricity purchase and Sale Сontract concluded between JSC INTER RAO UES and JSC OGK-1 No. OGK-1-IR-160309 dated 16.03.2009, which is an interested party transaction.


6.1.2.    Instruct the company's representatives in the Board of Directors of JSC OGK-1 to vote FOR taking the following decision on the issue: Approval of a pledge contract between JSC INTER RAO UES and JSC OGK-1 as an interested party transaction.

Approve a pledge contract conclusion between JSC INTER RAO UES and JSC OGK-1 the subject of which is property including fixed assets, intangible assets and constructions in progress that is intended for production, transfer, dispatching and distribution of electricity and thermal power, under the following essential terms:

Parties to Contract: JSC INTER RAO UES is a Secured Party, JSC OGK-1 is a Pledger.

Subject of the lien: constructions in progress of the JSC OGK-1 branch - Urengoyskaya GRES owned by the Pledger, and the rights for the sites lease of the JSC OGK-1 branch - Urengoyskaya GRES in accordance with Appendix 5.

Liabilities secured by the pledge:

liabilities of JSC OGK-1 on loans repayment given by a Secured Party to the Pledger in the amount not exceeding 1,700,000,000 (one billion seven hundred million) rubles;

liabilities on interests payment to the amount of a loan with a rate not exceeding 20 per cent (twenty percent) per annum;

liabilities connected to a possible payment of the forfeit, indemnity sums as well as expenses related to their recovery.

The cost of property (construction in progress of JSC OGK-1 branch Urengoyskaya GRES) and right for the site lease of JSC OGK-1 branch Urengoyskaya GRES, which are pledged items under the pledge contract, amounts to 1,730,102,759 (one billion, seven hundred and thirty million one hundred and two thousand seven hundred and fifty nine) rubles 95 kopecks (Appendix 5).

Effective Period of Contract: A pledge Сontract is valid until complete fulfilment of pledged obligations of the Pledger.


6.1.3.    Resolution on clause 2 comes into force after approval by the General Shareholders' Meeting of JSC OGK-1 of the transaction specified in clause 2 of the current resolution which is an interested party transaction.

 

Voting results:

"For" - 11 (A. B. Ballo, S. S. Beloborodov, V. S. Belyaev, B. F. Vainzikher, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.



Chairman of the Board of Directors                                                                  S. I. Shmatko






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