Minutes of 28.04.2009 №75

MINUTES No. 75

OF THE BOARD OF DIRECTORS MEETING

 

Date and time of the Board of Directors meeting

(date and time of vote counting):                                    April 28, 2008, 6:00 p.m.

(Moscow time)

Minutes Dated:                                                              April 30, 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

                                                                                 E. P. Volkov

                                                                                 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.


AGENDA OF THE BOARD OF DIRECTORS MEETING:

 

1. Implementation of the strategy and strategic priorities of the company 2009.

2. Approval of the report on implementation of the company's business plan for 2008 (including a report on implementation of the Investment Programme for 2008).

3. Approval of the report on implementation of key performance indicators of the company for the fourth quarter of 2008 and 2008.

4. Approval of the company's standard business planning system as amended.

5. Introduction of amendments into the company's Standard Key Performance Indicators.

6. Introduction of amendments into the company's Credit Policy and Operation Programme for Derivative Financial Instruments.

7. Approval of the agenda of the annual General Shareholders' Meeting.

8. Issues related to the calling and preparation for holding the Annual General Shareholders' Meeting.

9. Preliminary approval of the annual report of the company for 2008.

10. Review of annual accounting statement, including the company's lost and profit report as well as the profit and loss distribution report on the results of 2008 financial year.

11. Recommendations on the amount of dividend on shares of company and the order of their repayment based on the results of 2008.

12. Review of the company's auditor.

13. Review of the candidates for the Audit commission of the company;

14. Recommendations to the General Shareholders' Meeting of the company relating to fees and compensation payment to the members of the company's Board of Directors.

15. Recommendations to the General Shareholders' Meeting of the company on the matter of an increase in the authorised capital of the company.

16. Participation (termination of participation) of the company in other organisations.

17. Approval of the company's transactions.

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

18 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 Meetings of the company's subsidiaries and affiliates (SA).

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


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Implementation of the strategy and strategic priorities of the company 2009.


Decision:

1.1. Approve a report on the implementation of JSC RusHydro's strategy for 2008 (Appendix 1).

1.2. Approve Strategic Plans of JSC RusHydro development for 2009 (Appendix 2).

1.3. To instruct the Strategy Committee under the supervision of JSC RusHydro's Board of Directors together with JSC RusHydro's Management Board to arrange correction of the Basic Provisions of JSC RusHydro's Strategy for a period of up to 2020 and towards 2030 (hereinafter referred to as Basic Provisions) and to submit Basic Provisions, as amended, for consideration of JSC RusHydro's Board of Directors in 2010.


Voting results:

"For" - 12 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 2: Approval of the report on implementation of the company's business plan for 2008 (including a report on implementation of the Investment Programme for 2008).

 

Decision:

Approve the report on implementation of JSC RusHydro's business plan for 2008 (including JSC RusHydro's Investment Programme Implementation Report for 2008) (Appendix 3).


Voting results:

"For" - 11 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 3: Approval of the report on implementation of key performance indicators of the company for the fourth quarter of 2008 and 2008.


Decision:

3.1. Approve the report on execution of key performance indicators (KPI) of JSC RusHydro for the fourth quarter of 2008 (Appendix 4).

3.2. Approve the report on execution of JSC RusHydro's KPI for 2008 (Appendix 5).

3.3. Approve the report on execution of JSC RusHydro's indicative parameters for 2008 (Appendix 6).


Voting results:

"For" - 11 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 4: Approval of the company's standard business planning system as amended.


Decision:

4.1. Approve JSC RusHydro's Standard Business Planning System as amended (Appendix 7).

4.2. Establish that a new edition of JSC RusHydro's Standard Business Planning System shall apply during development and approval of the company's business plan for 2009.

4.3. Instruct the company's Management Board to introduce amendments to JSC RusHydro's Standard Business Planning System specifying terms and procedure of development, approval and correction of the company' business plan, according to results of the campaign on planning business of the company for 2009 (if required).


Voting results:

"For" - 11 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 5: Introduction of amendments into the company's Standard Key Performance Indicators.


Decision:

Amend JSC RusHydro's Standard Key Performance Indicators approved by the resolution of the company's Board of Directors dated 18.08.2008 (minutes No. 61) in accordance with Appendix 8.

 

Voting results:

"For" - 11 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 6: Introduction of amendments into the company's Credit Policy and Operation Programme for Derivative Financial Instruments.

 

Decision:

Amend the Operation Programme with Derivative Instruments of JSC RusHydro approved by the company's Board of Directors dated 21.04.2008 (minutes No. 51) from the moment of its approval, with rewording of clause 3.2.2 to be read as follows:

"3.2.2. Conclude transactions with Derivative Financial Instruments directed for reduction of the currency position (or its closure) initiated by conclusion of credit line contracts, individual credit contracts, loan contracts with banks and other creditors (Lenders) and other contracts in foreign currency (or with payments in rubles but with binding of requirement scope to the currency exchange rate)".

Voting results:

"For" - 12 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 7: Approval of the agenda of the annual General Shareholders' Meeting.


Draft decision proposition:

Determine the following agenda of the Annual General Shareholders' Meeting of the company according to the results of 2008.

1)  Approval of annual report, annual accounting report including the company's loss and profit report as well as the profit and loss distribution (including dividend payouts) report based on results of 2008 financial year;

2)  Approval of the company's auditor;

3)  Payment of remuneration and compensation to the members of the company's Board of Directors;

4)  Increase of the authorised capital of the company;

5)  Election of members of the Board of Directors of the company;

6)  Election of members of the Audit Commission of the company.


Voting results:

"For" - 3 (B. F. Vainzikher, V. I. Danilov-Danilyan, V. V. Tatsy)

"Against" - 0

"Abstained" - 0

No decision made.

  

Matter 8: Issues related to the calling and preparation for holding the Annual General Shareholders' Meeting.

 

Decision:

8.1. Convene General Shareholders' Meeting of the company (hereinafter referred to as the meeting) in the form of a meeting (joint attendance).

Specify the date of holding the meeting - June 10, 2009.

8.2. Specify the time of holding the meeting - 12:00 a.m. (Moscow time).

8.3. Specify the time of beginning of registration for people participating in the Meeting - 10:00 a.m. (Moscow time).

8.4. Specify the place of running of the meeting as the Russian Federation, Moscow region, Naro-Fominsky District, Rogozino, Business Centre Imperial Park Hotel.

8.5. Specify the date for creating the list of individuals entitled to participate in the meeting as April 30, 2009.

8.6.1. Determine that the following documents represent the information (materials) provided to individuals entitled to participate in the meeting:

- annual accounting reports including the auditor's conclusion, statement of the Audit Commission of the company following the results of the audit of the annual accounting reports;

- company's annual report for 2008;

- statement of the company's Audit Commission on reliability of the data contained in the company's annual report;

- information about the candidates for the Board of Directors;

- information on the candidates for the Audit commission;

- information on the choice of the company's auditor;

- information on the candidates of independent appraisers of whom an independent appraiser (appraisers) will be selected in order to determine the market price of the property subject to be paid with for the company's additionally placed shares;

- information about availability or non-availability of the written consent of the candidates nominated for election to the company's Board of Directors and the Audit Commission;

- evaluation of the auditor's conclusion on the financial accountability of the company for 2008 prepared by the Audit Committee attached to the Board of Directors;

- recommendations of the company's Board of Directors on distribution of profit and losses following the results of the financial year;

- recommendations of the company's Board of Directors on the dividend for the company shares and the procedure of its repayment;

- draft decisions of the Meeting on the agenda matters (with appendices).

8.6.2. Establish that individual persons entitled to participate in the meeting may be acquainted with the above mentioned information (materials) at the meeting's location (on the day of the meeting) as well as during the period from May 21, 2009, till June 10, 2009 (inclusive) from 10:00 a.m. till 6:00 p.m. (Moscow time) at the following addresses:

- Moscow, Arkhitektora Vlasova Str., 51, JSC Rushydro;

- Moscow, B. Pochtovaya Str., 34, bld. 8, JSC Central Moscow Depositary;

- at the company's web-site on the Internet: www.rushydro.ru.

8.7. Publish the announcement on running of the meeting in Vedomosty newspaper and place it on the company's web-site www.rushydro.ru.no later than May 8, 2009.

8.8.1. Determine that the voting ballots for the meeting agenda issue are sent by registered mail or handed against signature to each person included in the list of individuals entitled to participate in the meeting, no later than May 21, 2009.

8.8.2. Determine that the filled-in voting ballots can be sent at the following mail address:

- 105082, Moscow, B. Pochtovaya Str., 34, bld. 8, JSC Central Moscow Depositary.

8.8.3. Determine that when establishing a quorum and summing up the voting results, the votes submitted by the voting ballots, received at the address as per clause 8.8.2 of the present Decision no later than June 8, 2009 are taken into consideration.

8.9 Elect Yuliya Vsevolodovna Smirnova, head of the Corporate Management Department of JSC RusHydro to be secretary at the meeting.

 

Voting results:

"For" - 11 (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, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 9: Preliminary approval of the annual report of the company for 2008.


Decision:

Preliminarily approve the annual report of the company for 2008 (Appendix 9) and submit it to the annual General Shareholders' Meeting of the company for approval.

 

Voting results:

"For" - 11 (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, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 10: Review of annual accounting statement, including the company's lost and profit report as well as the profit and loss distribution report on the results of 2008 financial year.


Decision:

10.1.     Preliminarily approve the accounting statements of the company following the results of 2008 (Appendix 10) and submit them to the Annual General Shareholders' Meeting of the company for approval.

10.2.  Preliminarily approve and recommend the annual General Shareholders' Meeting of the company approves the following profit (loss) distribution for the results of 2008:


(thousand rubles)

Undistributed profit (loss) of the reporting period:

16,450,238.482

Distribute as follows: Reserve fund

822,511.924

 Accumulation Fund 1

15,627,726.558

 Dividends

0

 Repayment of losses of previous years

0

1 448,274,000 rubles of which are distributed by an independent resolution of the company's Management Board.

 

Voting results:

"For" - 8 (S. I. Shmatko, E. P. Volkov, V. I. Danilov-Danilyan, V. A. Zubakin, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (B. F. Vainzikher)

Decision made.


Matter 11: Recommendations on the amount of dividend on shares of company and the order of their repayment based on the results of 2008.


Draft decision proposition:

To recommend that the Annual General Shareholder's Meeting decides the issue of dividends' payment based on the results of 2008:

Dividends on ordinary shares of the company shall not be paid based on the results of 2008.

 

Voting results:

"For" - 2 (V. I. Danilov-Danilyan, V. V. Tatsy)

"Against" - 1 (B. F. Vainzikher)

"Abstained" - 0

No decision made.

  

Matter 12: Review of the company's auditor.


Decision:

Recommend the annual General Shareholders' Meeting of the company to make the following decision:

To approve JSC Price Waterhouse Coopers Audit (Moscow, license No. Е 000376 of May 20, 2002) as the auditor of the company.

 

 

Voting results:

"For" - 12 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 13: Review of the candidates for the Audit commission of the company.


Decision:

Include the following candidates on the list of candidates to vote for election of the company's Audit Committee:

No.

Full name of candidate

Position of candidate

1.

Denis Vladislavovich Gataulin

JSC RusHydro, Deputy Head of Capital Management Department

2.

Andrey Aleksandrovich Kochanov

Head of Control Activities Management Section of Internal Audit and Control Department

JSC RusHydro

 

Voting results:

"For" - 11 (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, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 14: Recommendations to the General Shareholders' Meeting of the company relating to fees and compensation payment to the members of the company's Board of Directors.


Decision:

Recommend the annual General Shareholders' Meeting of the company to make the following decision:

To approve provision on payment of remuneration and compensation to members of the Board of Directors of the company as amended (Appendix 11).

 

Voting results:

"For" - 11 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 15: Recommendations to the General Shareholders' Meeting of the company on the matter of an increase in the authorised capital of the company.


Decision:

Recommend the General Shareholders' Meeting of the company to make the following decision on the matter of increasing the authorised capital of the company:

- Increase the company's authorised capital by placing supplementary ordinary registered shares to the number of 19,000,000,000 (nineteen billion) with nominal value of 1 (one) ruble to the total amount by nominal value of 19,000,000,000 (nineteen billion) rubles;

- Method of placement - public offering;

- The offering price of supplementary shares (including that for the persons put in the list of persons having the pre-emptive right to purchase supplementary shares) - at a price determined by the Board of Directors of the company in accordance with Articles 36, 77 of the Federal Law On Joint-Stock Companies;

- Form of payment for shares - monetary assets, non-monetary assets. The list of property to be used to pay for the securities:

1) Shares of the following joint-stock companies:

JSC Boguchanskaya HPP (OGRN 1022400828119);

JSC Geotherm (OGRN 1024101023429);

JSC Zaramagskiye HPPs (OGRN 1021500822001);

JSC KamGEK (OGRN 1024101019469);

JSC Kolymaenergo (OGRN 1024900959467);

JSC Pavlodolskaya hydro-power plant (OGRN 1041500751016);

JSC Trest Hydromontazh (OGRN 1027739318815);

JSC Ust-Srednekanskaya HPP (OGRN 1074910002310);

2) Movable and immovable property intended for production, transfer, dispatching, distribution and sales of electricity relating to the activities (including construction) of the hydro-power plants of the Cascade of HPPs (HPP-1, HPP-2, HPP-3) on the River Tolmacheva and high-voltage power line 110 kV Apacha - MHPP on the River Tolmacheva (Kamchatka Territory), as well as property rights (including accounts receivable) related with the indicated activities;

- Payment procedure for shares the shares shall be paid at their placement in full;

- Approve the list of appraisers (containing information of a surname, name, patronymic of an appraiser (appraisers)), name and location of the self-regulating appraising company a member of which is the appraiser, or a name of the legal entity (legal entities) who concluded a labour contract with an appraiser (appraisers) from whom an appraiser (appraisers) will be appointed in order to determine a market price of the property subject to be paid with for additional shares of the company.

 

Voting results:

"For" - 11 (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, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 1 (R. Z. Khamitov)

Decision made.


Matter 16: Participation (termination of participation) of the company in other organisations.


Decision:

Approve participation of JSC RusHydro in JSC Malaya Mezenskaya TPP by purchasing additional shares of JSC Malaya Mezenskaya TPP subject to the following conditions:

- category, type, nominal value of shares: ordinary registered shares with nominal value of 1 (one) ruble per share;

- number of acquired shares: 124,411,766 (one hundred and twenty four million four hundred and eleven thousand seven hundred and sixty six) items; JSC RusHydro is entitled to purchase less shares of JSC Malaya Mezenskaya TPP, in this case JSC Malaya Mezenskaya TPP transfers into ownership of JSC RusHydro a corresponding number of the paid shares;

- share acquisition price: at a placement price of additional shares of JSC Malaya Mezenskaya TPP which is 1 (one) ruble 19 (nineteen) kopecks per 1 (one) additional ordinary registered share to the total amount not exceeding 148,050,001 (one hundred and forty eight million fifty thousand one) rubles 54 kopecks;

- method of share payment - monetary assets;

- JSC RusHydro's share in the authorised capital of JSC Malaya Mezenskaya TPP prior to purchasing shares of additional issue - 100 per cent; JSC after purchasing shares of additional issue - 100 per cent (remains unchanged).

 

Voting results:

"For" - 12 (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, V. V. Tatsy, R. Z. Khamitov, А. V. Sharonov)

 "Against" - 0

"Abstained" - 0

Decision made.


Matter 17: Approving the company's transactions:

           

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


Decision:

17.1.1. Establish that a monthly rental payment under the Lease contract concluded between JSC RusHydro and JSC FGC UEC shall amount to 4,779.00 (four thousand seven hundred and seventy nine) rubles 00 kopecks, including VAT 18 per cent - 729.00 (seven hundred and twenty nine) rubles 00 kopecks.

17.1.2.  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:

According to the contract the Lessor shall transfer to the Lessee into temporary possession and use at a charge, and the Lessee shall accept and pay for the following immovable property (hereinafter called the Premises) - non-residential premises with total area of 13.5 sq. m (thirteen square meters), located at the address: Saratov Region, Balakovo, Saratovskaya HPP, SPK building, storey 7, room No. 76.

Exact location of the Premises is indicated on the floor plan (Appendix Mo. 1) which is an integral part of the contract.

Contract Rental Payment Value:

The amount of rental payment is calculated in accordance with Appendix No. 2 to the Contract, and amounts to 4,779.00 rubles (four thousand seven hundred and seventy nine rubles) 00 kopecks, including VAT 18 per cent - 729.00 rubles (seven hundred and twenty nine rubles) 00 kopecks per month.

The Lessor may change the amount of rental payment unilaterally but only once a year sending a written notification to the Lessee at least one month in advance:

- in case of changes in a market rental payment for 1 sq. m.;

- in case of changing a procedure for rental payment calculation;

- in other instances as specified by the Legislation.

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 March 1, 2009, and is valid until Parties have totally fulfilled their obligations. Established lease term shall be from March 1, 2009, to December 31, 2009. In case after expiration of the Contract, the Lessee continues to use the Premises with no objections of the Lessor, the Contract is deemed to be extended on the same conditions for an uncertain term.

 

Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 18: 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 Meetings of the company's subsidiaries and affiliates (SA).

 

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


Decision:

18.1.1.  Instruct JSC RusHydro's representatives in the Board of Directors of JSC Hydroinvest to vote FOR making the following decisions:

18.1.1.1. Approve change of participation interest of JSC Hydroinvest in LLC SpetsEnergoService on the following conditions:

-  share of JSC Hydroinvest in the authorised capital of LLC SpetsEnergoService prior to changes in accordance with the current resolutions is 99.9 per cent;

-  share of JSC Hydroinvest in the authorised capital of LLC SpetsEnergoService after changes in accordance with the current resolutions is zero per cent;

-  the basis for changing the participation interest - voluntary liquidation of LLC SpetsEnergoService.


18.1.1.2. Approve participation of JSC Hydroinvest in JSC Mosoblgidroproekt on the following essential terms:

- category, type, nominal value, number of the acquired shares - ordinary registered shares of JSC Mosoblgidroproekt with nominal value of 1,000 (one thousand) rubles per share to the amount of 1,735 (one thousand seven hundred and thirty five) items;

- basis for acquisition: receipt of LLC SpetsEnergoService's property as a result of property distribution remained after settlements with creditors during its voluntary liquidation;

- share of JSC Hydroinvest in the authorised capital of JSC Mosoblgidroproekt after shares acquisition in accordance with the current resolution is 62.54 per cent (roughly).


18.1.1.3. Approve the change of JSC Hydroinvest participation share in JSC Mosoblgidroproekt, by way of acquiring JSC Mosoblgidroproekt's shares under the following essential conditions:

- category, type, nominal value and number of acquired shares - ordinary registered shares with nominal value of 1,000 (one thousand) rubles per share to the sum of 2 (two) item;

- method of acquisition: conclusion of the contract of purchase and sale of JSC Mosoblgidroproekt's shares between JSC MC HydroOGK and JSC Hydroinvest;

- share acquisition price: at a market price defined by an independent appraiser;

- method of share payment - monetary assets;

- share of JSC Hydroinvest in the authorised capital of JSC Mosoblgidroproekt prior to shares acquisition in accordance with the current resolution is 62.54 per cent (roughly);

- share of JSC Hydroinvest in the authorised capital of JSC Mosoblgidroproekt after shares acquisition in accordance with the current resolution is 62.62 per cent (roughly).


18.1.2.  Instruct JSC RusHydro's representatives in the Board of Directors of JSC MC HydroOGK to vote FOR making the following decision:

18.1.2.1. Approve change of participation interest of JSC MC HydroOGK in LLC SpetsEnergoService on the following conditions:

- share of JSC MC HydroOGK in the authorised capital of LLC SpetsEnergoService prior to changes in accordance with the current resolutions is 0.1 per cent;

- share of JSC MC HydroOGK in the authorised capital of LLC SpetsEnergoService after changes in accordance with the current resolutions is zero per cent;

- the basis for changing the participation interest - voluntary liquidation of LLC SpetsEnergoService.


18.1.2.2. Approve participation of JSC MC HydroOGK in JSC Mosoblgidroproekt on the following essential terms:

- category, type, nominal value and number of acquired shares - ordinary registered shares with nominal value of 1,000 (one thousand) rubles per share to the sum of 2 (two) item;

- basis for acquisition: receipt of LLC SpetsEnergoService's property as a result of property distribution remained after settlements with creditors during its voluntary liquidation;

- share of JSC MC HydroOGK in the authorised capital of JSC Mosoblgidroproekt after shares acquisition in accordance with the current resolution is 0.07 per cent (roughly).


18.1.2.3. Approve the change of JSC MC HydroOGK participation share in JSC Mosoblgidroproekt, by way of carving-out JSC Mosoblgidroproekt's shares under the following essential conditions:

- category, type, nominal value and number of acquired shares - ordinary registered shares with nominal value of 1,000 (one thousand) rubles per share to the sum of 2 (two) shares;

- disposal method: conclusion of the contract of purchase and sale of JSC Mosoblgidroproekt's shares between JSC MC HydroOGK and JSC Hydroinvest;

- share carve-out price: at a market price defined by an independent appraiser;

- method of share payment - monetary assets;

- share of JSC MC HydroOGK in the authorised capital of JSC Mosoblgidroproekt prior to shares acquisition in accordance with the current resolution is 0.07 per cent (roughly);

- share of JSC MC HydroOGK in the authorised capital of JSC Mosoblgidroproekt after shares acquisition in accordance with the current resolution is zero per cent.

 

Voting results:

"For" - 11 (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, V. V. Tatsy, А. V. Sharonov)

"Against" - 0

"Abstained" - 1 (R. Z. Khamitov)

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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