Minutes of 03.04.2009 №74

MINUTES No. 74

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                     April 03, 2009, 6.00 p.m.

(Moscow time)

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

                                                                                  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

                                                                                  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. Review of proposals made by the shareholders regarding the introduction of new issues to the agenda of annual General Shareholders' Meetings and proposals on nomination of candidates to the management and control bodies of the company.

2. Investment Programme of the company for 2009.

3. Review of the Report on activities of the Company's Management Board for 2008.

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

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

6. Approving the company's transactions:

6.1. Approval of the transaction with JSC Krasnoyarskenergosbyt which is an interested party transaction.

6.2. Approval of the transaction with JSC ESC RusHydro which is an interested party transaction.

6.3. On approval of the transaction with JSC MC HydroOGC is an interested party transaction.

7. 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).

7.1. Determination of position on the issues relating to holding Annual General Shareholders' Meetings of the company's SA.

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


RESULTS OF VOTING ON AGENDA:


Matter 1: Review of proposals made by the shareholders regarding the introduction of new issues to the agenda of annual General Shareholders' Meetings and proposals on nomination of candidates to the management and control bodies of the company.


Decision:

1.1. Include the issues proposed by the company's shareholder - Federal Agency for State Property Management, owing 61.93 per cent of voting shares of the company, into the agenda of the Annual General Shareholders' Meeting.


No.


Issue wording proposed by a shareholder

Decision wording proposed by a shareholder

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

Not submitted

2.

On approval of the company's auditor appointment

Not submitted

3.

Election of members of the Board of Directors of the company

Not submitted

4.

Election of members of the Audit Commission of the company

Not submitted


1.2. Include the following candidates on the list of candidates to vote for election to the company's Board of Directors:

No.


A candidate proposed by
a shareholder (-s) to be included on the list of candidates to be voted for to elect the Board of Directors of the company

Position, occupation of a candidate proposed by a shareholder (-s) to be included on the list of candidates to be voted for to elect the Board of Directors of the company

Name of a shareholder
(-s) that proposed a candidate to be included into the list of candidates to be voted for to elect the Board of Directors
of the company

Number of the company's voting shares owned by a shareholder (-s)

(percentage)

1.

Ballo

Anatoly Borisovich

Deputy Chairman, Management Board of Vnesheconombank































Federal Agency
for State Property Management

































61.93

2.

Beloborodov

Sergey Sergeevich

General Director, Corporation Gazenergoprom Limited

3.

Vainzikher

Boris Feliksovich

Chairman of the Management Board of JSC TGK-1

(independent director )

4.

Volkov

Eduard Petrovich

Executive Director, JSC Krzhizhanovsky Institute
of Energy

5.

Danilov-Danilyan

Viktor Ivanovich

Director, Institute of Water Problems of RAS (independent director)

6.

Zubakin

Vasily Aleksandrovich

Acting Chairman of the Management Board of JSC RusHydro

7.

Maslov

Sergey Vladimirovich

President, JSC St Petersburg International Commodity Exchange

8.

Serebryannikov

Sergey Vladimirovich

Professor, GOUVPO Moscow Power Engineering Institute (Technical University) (independent director)

9.

Tatsy

Vladimir Vitalyevich

First Vice President, JSC Gasprombank (independent director)

10.

Fedorov

Mikhail Petrovich

Rector, Saint Petersburg State Polytechnical University (independent director)

11.

Khamitov

Rustem Zakievich

Head of the Federal Agency for Water Resources

12.

Sharonov

Andrey Vladimirovich

Managing Director of Troyka Dialog Group of Companies

13.

Shmatko Sergey Ivanovich

Minister of Energy of the Russian Federation

14.

Belyaev

Vadim Stanislavovich

General Director, LLC FC OTKRITIE

Limited Liability Company OTKRITIE UES CAPITAL PARTNERS FUND PLC

2.6

15.

Surikov

Oleg Vyacheslavovich

Director of the Corporate Department, JSC GMK Norilsk Nickel

JSC Intergeneratsia

2.02



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

No.


A candidate proposed by
a shareholder (-s) to be included on the list of candidates to be voted for to elect the Audit Commission of the company

Position, occupation of a candidate proposed by a shareholder (-s) to be included on the list of candidates to be voted for to elect the Audit Commission of the company

Name of a shareholder
(-s) that proposed a candidate to be included into the list of candidates to be voted for to elect the Audit Commission of the company

Number of the company's voting shares owned by a shareholder (-s)

(percentage)

1.

Kovaleva

Marina Aleksandrovna

Head of the Department of Russian Federation Ministry of Energy




Federal Agency for State Property Management





61.93

2.

Kolyada

Andrey Sergeevich

Senior specialist of the Management Department
of Rosimushchestvo Agency

3.

Tikhonova

Maria Gennadyevna

 

Head of the Department of Russian Federation Ministry of Energy


1.4. Due to insufficient number of candidates proposed by shareholders in order to form an Audit Commission, the members of the Board of Directors shall propose candidates to the Audit Commission for consideration of the Audit Committee during three working days from the date of making the decision.

1.5. Viktor Ivanovich Danilov-Danilyan, Chairman of the Audit Committee, shall arrange selection of the candidates to the Audit Commission from among the candidates proposed by the members of the Board of Directors, and to submit two candidates for inclusion into the list for voting on election of the Audit Commission for consideration at an extra meeting of the Board of Directors.


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 2: Investment Programme of the company for 2009.


Decision:

2.1. Allow the company's Management Board to finance the investment activities in the second quarter of 2009 to the amount of up to fourteen billion within the frame of the company's Investment Programme approved by the Board of Directors of the company on 23.01.2009 (minutes No. 71).

2.2. The company's Management Board shall ensure submission of the company's Investment Programme for 2009 for consideration of the company's Board of Directors as established by law, - within 21 days after the company's Investment Programme for 2009 is reviewed at the meeting of the Government of the Russian Federation.


Voting results:

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

"Against" - 0

"Abstained" - 1 (S. S. Beloborodov)

Decision made.


Matter 3: Review of the Report on activities of the Company's Management Board for 2008.


Decision:

Take note of the Report on Activities of the Company's Management Board for 2008 (Appendix 1).


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 4: Investment Committee under the supervision of the company's Board of Directors.


Decision:

Elect the following persons as members of the Investment Committee under the supervision
of the company's Board of Directors.


1.

Nozdrachev

Denis Aleksandrovich

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

2.

Volfgang Skribot

Managing Director of the Direct Investment Department of JSC Gazprombank

3.

Tikhonova

Maria Gennadievna

Head of Department for Corporate Governance and Economic Review of the Department of Russian Federation Ministry of Energy


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 5: Participation (termination of participation) of the company in other organisations.


Decision:

5.1.1. Determine the price (monetary evaluation) of the 9,204,984 (nine million, two hundred and four thousand, nine hundred and eighty-four) ordinary shares of JSC Viluyskaya HPP-3 with nominal value of 10 (ten) rubles per share to the amount of 84,240,000 (eighty-four million, two hundred and forty thousand) rubles, carved-out by the company.

5.1.2. Approve termination of the company's participation in JSC Viluyskaya HPP-3 by shares carve-out under the following terms:

- balance value of share is 47,639,575 (forty-seven million, six hundred and thirty nine thousand, five hundred and seventy-five) rubles;

- the cost of shares, determined by an independent appraiser is 84,240,000 (eighty-four million, two hundred and forty thousand) rubles;

- the company's share in the authorised capital of JSC Viluyskaya HPP-3 prior to shares carve-out in accordance with the current decision is 1.9016 per cent;

- category, type, nominal value and number of acquired shares - ordinary registered shares with nominal value of 10 (ten) rubles per share to the sum of 9,204,984 (nine million, two hundred and four thousand, nine hundred and eighty-four) items;

- carve-out method is direct selling of LLC ALROSA-Okhrana;

- the selling price - not below the cost determined by an independent appraiser;

- procedure (term) of shares payment - monetary assets prior to transfer of title to the shares, but not later than 14 days after signing a purchase and sale Contract.

 

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, R. Z. Khamitov)

"Against" - 0

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

Decision made.


Decision:

5.2.1. To approve participation of JSC RusHydro in JSC Zagorskaya PSHPP-2 by purchasing additional shares of JSC Zagorskaya PSHPP-2 subject to the following conditions:

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

- number of acquired shares: 2,464,589,236 (two billion, four hundred and sixty-four million, five hundred and eighty-nine thousand, two hundred and thirty-six) items; JSC RusHydro is entitled to purchase less shares of JSC Zagorskaya PSHPP-2, in this case JSC Zagorskaya PSHPP-2 transfers into ownership of JSC RusHydro a corresponding number of the paid shares;

- share acquisition price: at placement price of additional shares of JSC Zagorskaya PSHPP-2 which is 3 (three) rubles 53 (fifty-three) kopecks per 1 (one) additional ordinary registered share to the total amount not exceeding 8,700,000,003 (eight billion, seven hundred million and three) rubles 
08 (eight) kopecks;

- method of share payment - monetary assets;

- JSC RusHydro's share in the authorised capital of JSC Zagorskaya PSHPP-2 prior to purchasing additional shares in compliance with the present decision is 100 per cent; JSC RusHydro's share in the authorised capital of JSC Zagorskaya PSHPP-2 after share acquisition in compliance with the present decision is 100 per cent (remains unchanged).

5.2.2. Approve conclusion of share purchase and sale Contract between JSC RusHydro and JSC Zagorskaya PSHPP-2 being an interested party transaction under the terms indicated in clause 1 of the resolution.


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

5.3. Approve participation of JSC RusHydro in JSC Nizhne-Kureyskaya HPP by establishing under the following conditions:

- authorised capital of HSC Nizhne-Kureyskaya HPP is 500,000 rubles;

- founder: JSC RusHydro (100 per cent of the authorised capital);

- category, types of shares placed during establishment - ordinary registered shares with a nominal value of 1 (one) ruble; the number of the shares placed is 500,000 (five hundred thousand) pieces;

- the method of payment of the authorised capital - monetary assets;

- payment procedure for the authorised capital - shares of JSC Nizhne-Kureyskaya HPP are paid within a year from the moment of state registration of JSC Nizhne-Kureyskaya HPP. At least 50 per cent of shares of JSC Nizhne-Kureyskaya HPP shall be paid within three months from the date of state registration of JSC Nizhne-Kureyskaya HPP.


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

5.4.1. Approve participation of JSC RusHydro in JSC ESC RusHydro by purchasing shares under the following conditions:

- category, type, nominal value, number of the acquired shares - ordinary registered shares
of JSC ESC RusHydro with a nominal value of 1 (one) ruble per share to the amount of 1,282,000,000 (one billion, two hundred and eighty-two million) items (42.6 per cent of the authorised capital of JSC ESC RusHydro);

- market values of the acquired shares of JSC ESC RusHydro is 1,285,000,000 rubles;

- method of payment for the acquired shares of JSC ESC RusHydro - monetary assets;

- acquisition method - direct purchase from the Fund New Energy;

- procedure (term) of payment - prior to transfer of property rights, but not later than 14 days after signing a purchase and sale Contract.

5.4.2. Determine the price of the acquired shares of JSC ESC RusHydro to the sum
of 1,282,000,000 (one billion two hundred and eighty-two million) pieces equal to 1,285,000,000 rubles.


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" -1 (V. S. Belyaev)

Decision made.


Matter 6: Approving the company's transactions:


6.1. Approval of the transaction with JSC Krasnoyarskenergosbyt which is an interested party transaction.


Decision:

Approve non-exchangeable, free bilateral purchase and sell contracts for electricity and capacity between the company and JSC Krasnoyarskenergosbyt regarding the group of supply points of the Mainskaya HPP (hereinafter referred to as Contract 1) and regarding the group of supply points of the Sayano-Shushenskaya HPP (hereinafter referred to as Contract 2), being interested party transactions under the following essential terms:

Parties to Contract 1:

Seller - JSC RusHydro;

Buyer - JSC Krasnoyarskenergosbyt.

Subject of Contract 1:

The Seller undertakes to transfer (supply) into the ownership of the Buyer electricity and the Buyer undertakes to accept and pay for this electricity in accordance with the Сontract 1 conditions.

Price of 1 MW of electricity:

- for the delivery period of April 01-30, 2009: 117,500 rub./MW;

- for the delivery period of July 01-31, 2009: 91,200 rub./MW.


Amount of capacity supply:

- for the delivery period of April 01-30, 2009: 5.574 MW;

- for the delivery period of July 01-31, 2009: 0.351 MW.


The price of 1 MW of electricity under the Contract 1: 450 rub./MWh.

A preliminary scope of electricity supply under the Contract 1: 0.001 MWh maximum under each supply Contract.

Effective Period of Contract 1:

The Contract comes into force from the date of its signing by the Parties and is valid until 12.00 midnight on July 31, 2009.

The Contract terms apply to relations of the Parties initiated prior to their conclusion - from 00.00 a.m. February 27, 2009.

Parties to Contract 2:

Seller - JSC RusHydro;

Buyer - JSC Krasnoyarskenergosbyt.

Subject of Contract 2:

The Seller undertakes to transfer (supply) into the ownership of the Buyer electricity and the Buyer undertakes to accept and pay for this electricity in accordance with the Сontract 1 conditions.

Price of 1 MW of electricity:

- for the delivery period of April 01-30, 2009: 117,500 rub./MW;

- for the delivery period of July 01-31, 2009: 91,200 rub./MW.


Amount of capacity supply:

- for the delivery period of April 01-30, 2009: 201.632 MW;

- for the delivery period of July 01-31, 2009: 12.244 MW.


The price of 1 MW of electricity under the Contract 2: 450 rub./MWh.

A preliminary scope of electricity supply under the Contract 2: 0.001 MWh maximum under each supply Contract.

Effective Period of Contract 2:

The Contract comes into force from the date of its signing by the Parties and is valid until 12.00 midnight on July 31, 2009.

The Contract terms apply to relations of the Parties initiated prior to their conclusion - from 00.00 a.m. February 27, 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, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, R. Z. Khamitov, A. B. 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.


6.2. Approval of the transaction with JSC ESC RusHydro which is an interested party transaction.


Decision:

Approve special-purpose loan granting by the company to JSC ESC RusHydro in order to purchase 41.52 per cent shares of the Open Joint-Stock Company Ryazan Power Distributing Company (JSC RPDC) which is an interested party transaction under the following essential terms:

- Borrower - JSC ESC RusHydro;

- Lender - JSC RusHydro;

- Loan sum - 548,500,000 rubles; (five hundred and forty-eight million, five hundred thousand) rubles;

- interest on interest-free (0 per cent) rate is accrued to the loan sum;

- terms of loan- a lump fee based on the Borrower's application;

- intended use of the loan sum is acquisition of 41.52 per cent shares of JSC RPDC;

- loan term - the loan sum shall be returned by 01.06.2010 under mutual agreement of the parties the term of loan return can be extended, this shall be documented by a Supplementary Agreement.


Voting results:

"For" - 11 (S. I. Shmatko, 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, R. Z. Khamitov, A. B. Sharonov)

"Against" - 0

"Abstained" - 1 (V. S. Belyaev)

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.


6.3. On approval of the transaction with JSC MC HydroOGC is an interested party transaction.


Decision:

6.3.1. Specify that a monthly rental value under a Lease Contract concluded between JSC RusHydro and JSC MC HydroOGK equals to 23,605 (twenty-three thousand, six hundred and five) rubles 49 kopecks per 1 (one) sq. m per year, including VAT (18 per cent) - 3,600 (three thousand and six hundred) rubles 83 kopecks.

6.3.2. To approve the conclusion of an office space lease Contract between JSC RusHydro and JSC MC HydroOGC as constituting an interested party transaction, under the following essential terms:

Parties to Contract:

Lessee - JSC MC HydroOGK

Lessor - JSC RusHydro

Subject of Contract:

The subject of the Contract is the transfer by the Lessor into temporary possession and use
of the Lessee at a charge the following immovable property - non-living premises (including the following premises: Storey 6, premises 1, 5, 9, 10, 13, 16, 21, 29, 39, 40, rooms Nos. 6.13, 6.26, 6.25, 6.24, 6.22, 6.20, 6.16, 6.01, 6.06, 6.07), with total area of 336.2 (three hundred and thirty-six point two) sq. m, located at the address: Moscow, Arkhitektora Vlasova Str., 51.

Exact location of the Premises is indicated on the floor plan (Appendix No. 1) which is an integral part of the Contract.

The premises are transferred to the Lessee to be used as office space.

The premises belong to the Lessor upon the ownership right, which is confirmed by the Certificate of title registration with the state No. 77 АК 096825 dated February 17, 2009, No. 77
АК 096823 dated February 17, 2009, No. 77 AK 096822 dated February 17, 2009.

Contract rental payment value:

A monthly rental value under a Lease Contract concluded between JSC RusHydro and JSC MC HydroOGK equals to 23,605 (twenty three thousand, six hundred and five) rubles 49 kopecks per 1 (one) sq. m per year, including VAT (18 per cent) - 3,600 (three thousand and six hundred) rubles 83 kopecks.

 The rental payment includes payment for use of the Premises, utility and maintenance, cleaning and security services as well as for use of electronic communications located in the Premises and providing the operation of telephone and computer networks.

The total rental payment is 661,347 (six hundred and sixty-one thousand, three hundred and forty-seven) rubles 32 (thirty-two) kopecks per month including VAT (18 per cent) - 100,883 (one hundred thousand, eight hundred and eighty-three) rubles 49 (forty-nine) kopecks.

Effective Period of Contract:

The Contract shall come into force as of the date of its signing and shall remain valid up
to March 28, 2010.


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, S. V. Maslov, S. V. Serebryannikov, V. V. Tatsy, R. Z. Khamitov, A. B. 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.



Matter 7: 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).


7.1. Determine position on the issues relating to holding Annual General Shareholders' Meetings of the company's SA.


Decision:

7.1.1. Instruct the company's representatives in the Boards of Directors of the company's SA to vote FOR inclusion of the following matter into the agenda of the General Shareholders' Meetings of the company's SA:

- On amendments to the company's Articles of Association (on approval of the company's Articles
of Association as amended).


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

7.1.2. Instruct the company's representatives in the Board of Directors of JSC Sulaksky HydroCascade to vote FOR inclusion of the following matter into the agenda of the Annual General Shareholders' Meeting:

- Transfer of powers to a controlling organisation to function as the company sole executive body.


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Decision:

7.1.3. Instruct the company's representatives in the Board of Directors of JSC Zaramagskiye HPPs to vote FOR inclusion of the following matter into the agenda of the Annual General Shareholders' Meeting:

- Approval of an interested-party transaction.


Voting results:

"For" - 13 (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, R. Z. Khamitov,
А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

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


Decision:

7.2.1. Instruct the company's representatives in the Board of Directors of JSC ESC RusHydro to vote FOR the following decision:

- approve participation of JSC ESC RusHydro in JSC Chuvashenergosbyt on the following essential terms:

- category, type, face value and number of carved-out shares - ordinary registered share of JSC Chuvashenergosbyt with nominal value of 0.05 (zero point zero five) rubles per one share to the sum
of 1 (one) piece;

- market value of the carved-out share of JSC Chuvashenergosbyt - 2.434 rubles;

- method of payment for the carved-out share of JSC Chuvashenergosbyt - monetary value;

- carve-out method is direct selling of LLC Hydroinvest;

- procedure (term) of payment - prior to transfer of property right, but not later than 14 days after signing a purchase and sale Contract.



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" - 1 (V. S. Belyaev)

Decision made.


Decision:

7.2.2. Instruct the company's representatives in the Board of Directors of JSC Hydroinvest to vote FOR the following decision:

-  approve participation of JSC Hydroinvest in JSC Chuvashenergosbyt by purchasing shares on the following essential terms:

- category, type, nominal value and number of purchased shares - ordinary registered share
of JSC Chuvashenergosbyt with nominal value of 0.05 (zero point zero five) rubles per one share to the sum of 1 (one) piece;

- market value of the purchased share of JSC Chuvashenergosbyt - 2.434 rubles (corresponds to a market price defined by an independent appraiser);

- method of payment for the purchased share of JSC Chuvashenergosbyt - monetary value;

- acquisition method - direct purchase from the JSC ESC RusHydro;

- procedure (term) of payment - prior to transfer of property right, but not later than 14 days after signing a purchase and sale Contract.


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" - 1 (V. S. Belyaev)

Decision made.


Decision:

7.2.3. Instruct the company's representatives in the Board of Directors of JSC ESC RusHydro
to vote FOR the following decision:

- approve participation of JSC ESC RusHydro in the Open Joint-Stock Company Ryazan Power Distributing Company (JSC RPDC):

- category, type, nominal value, number of the acquired shares - ordinary registered share
of JSC RPDC with a nominal value of 0.05 ruble per share to the amount of 85,930,307 (eighty-five million, nine hundred and thirty thousand, three hundred and seven) pieces (41.52 per cent of the authorised capital of JSC RPDC);

- market value of the acquired shares of JSC RPDC is 548,500,000 rubles;

- method of payment for the acquired shares of JSC RPDC - monetary assets;

- acquisition method - direct purchase from the Fund New Energy;

- procedure (term) of payment - prior to transfer of property right, but not later than 14 days after signing a purchase and sale Contract.


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" - 1 (V. S. Belyaev)

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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