Minutes of 23.01.2009 №71

MINUTES No. 71

OF THE BOARD OF DIRECTORS MEETING


Date and time of the meeting:                                          January 23, 2009, 6:00 p.m.

                                                                                     (Moscow time)

Form of vote:                                                                 Сollective 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

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

The speaker is the Management member, O. B. Oxuzian.

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

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

3. Updating the company's Investment Programme for 2008.

Speaker is V. A. Zubakin, acting as a Chairman of the Management Board.

4. Investment Programme of the company for 2009.

Speaker is V. A. Zubakin, acting as a Chairman of the Management Board.

5. Report on the charity work of the company in 2008.

Speaker is E. V. Druzyaka, Head of Target Communications Department.

6. Approving the company's transactions:

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

Speaker is A. Yu. Sergeev, member of the Management Board.

6.2. Approval of the purchase and sale contract for additional shares of JSC RusHydro which is an interested party transaction.

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

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. Decision on carve-out of shares held by LLC Index of Energy - HydroOGK.

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

7.2. Determination of opinions regarding the issues related to a major transaction made by JSC ESKO UES.

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

7.3. Determination of opinions regarding the issues related to a major transaction made by JSC Chirkeigesstroy.

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


RESULTS OF VOTING ON AGENDA:

 


Matter 1: On Strategy Development Committee under supervision of the company's Board of Directors.

 

Decision:

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

           

1.

Vyacheslav Yuryevich Sinyugin

Deputy Minister of Energy of the Russian Federation

2. 

Maria Gennadyevna Tikhonova

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

3. 

Evgeny Yuryevich Krylov

Head of the Fuel, Energy and Coal Industry Department of Rosimushchestvo Agency

4.

Valentin Efimovich Mezhevich

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

5. 

Vsevolod Valeriyanovich Gavrilov

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

6.

Sergey Sergeevich Beloborodov

Member of the Board of Directors of JSC RusHydro

7.

Eduard Petrovich Volkov

Member of the Board of Directors of JSC RusHydro

8.

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of JSC RusHydro

9.  

Vasily Aleksandrovich Zubakin

Member of the Board of Directors of JSC RusHydro,

Acting Chairman of the Management Board of JSC RusHydro

10.

Oleg Borisovich Oksuzyan

Member of the Management Board, JSC RusHydro


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

1.3. To amend the Provision on the Strategy Development Committee under the supervision of JSC RusHydro's Board of Directors approved by the company's Board of Directors on April 25, 2005 (minutes No. 5), according to Appendix 1.

1.4. Take note of the Report on results of the Strategy Committee' activities for 2008-2009 corporate year (Appendix 2).


Voting results:

"For" - 13 (Shmatko S.I., Ballo A.B., Beloborodov S.S., Belyaev V.S., Vainzikher B.F., Volkov E.P., Danilov-Danilyan V.I., Zubakin V.A., Maslov S.V., Tatsy V.V., Serebryannikov S.V., Khamitov R.Z., Sharonov А.V.)

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 2: Investment Committee under the supervision of the company's Board of Directors.


Decision:

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

1.

Andrey Vladimirovich Sharonov

Member of the Board of Directors of JSC RusHydro

2.

Vasily Gennadyevich Sapozhnikov

Vice President of the Representative Office of the Limited Liability company OTKRITIE FINANCE (CYPRUS) LIMITED in Moscow

3.

Matvey Vladimirovich Taits

Senior Analyst of the Analytical Research Department of Uralsib Capital Limited

4.

Viktor Yuryevich Lebedev

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

5.

Dmitry Aleksandrovich Kozlov

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

6.

Elena Valentinovna Pomchalova

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



7.

Vasily Aleksandrovich Zubakin

Member of JSC RusHydro's Board of Directors, acting as Chairman of JSC RusHydro's Management Board

2.2. To elect Andrei Vladimirovich Sharonov as Chairman of the Investment Committee under the company's 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, V. V. Tatsy, S. V. Serebryannikov, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 3: Updating the company's Investment Programme for 2008.


Decision:

3.1. Approve an updated Investment Programme of JSC RusHydro for 2008 (Appendix 3).

3.2. Instruct the company's Management Board to submit a report on implementation of the Investment Programme in 2008 to the Board of Directors for consideration, as established by law, and to provide information on implementation of physical scopes of works on the facilities of the Investment Programme of 2008 by 15.05.2009.

 

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, V. V. Tatsy, S. V. Serebryannikov, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 4: Investment Programme of the company for 2009.


Decision:

4.1. Approve the company's Investment Programme for 2009 (Appendix 4).

4.2. Allow the company's Management Board to finance the investment activities in the first quarter of 2008 to the amount of up to fourteen billion rubles.

4.3. Instruct the company's Management Board:

4.3.1. Develop and to submit the following information for consideration of the company's Board of Directors simultaneously with consideration of the company's Investment Programme for 2009 by the company's Board of Directors:

- investment facilities maintenance criteria (decision making criteria on the future implementation or suspension of projects) under condition of investment resources shortage;

- information on commissions displacement;

- comprehensive measures intended to reduce costs on the facilities and types of works.

4.3.2. Submit information on implementation of network construction schedules and physical volumes of work - when submitting a quarterly report on implementation of JSC RusHydro's Investment Programme to the company's Board of Directors for consideration.

4.3.3. Complete the company's Investment Programme for 2009 taking into account the priority of the investment projects, a forecast for monetary assets collection and a forecast price for electricity at the market.

4.3.4. Submit the company's Investment Programme for 2009 to the company's Board of Directors for consideration, as established by law, - within 30 days after the company's Investment Programme for 2009 is reviewed at the meeting of the Government of the Russian Federation.


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, V. V. Tatsy, S. V. Serebryannikov, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 5: Report on the charity work of the company in 2008.


Decision:

Take into consideration Report on Charity and Sponsorship Activity of JSC RusHydro for 2008 (Appendix 5).


Voting results:

"For" - 12 (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, R. Z. khamitov, А. 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.

 

Matter 6: Approving the company's transactions:

 

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


Decision:

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

Parties to Contract 1 and Contract 2:

Seller - JSC RusHydro.

Buyer - JSC Krasnoyarskenergosbyt.

Subject of Contract 1 and Contract 2:

The Seller undertakes to transfer (supply) electricity into the Buyer's ownership and the Buyer undertakes to accept and pay for electricity and capacity in accordance with the terms and conditions specified in Contracts 1 and 2.

Price of 1 MW of electricity:

- under Contract 1: 141,000 rub./MW;

- under Contract 2: 141,000 rub./MW.


Amount of capacity supply:

- under Contract 1: 1,053.861 MW;

- under Contract 2: 34.580 MW.


The price of 1 MWh of electricity under Contract 1 and Contract 2: 400 rub./MWh.

Preliminary amount of electricity supply under Contract 1 and Contract 2: 1.000 MWh maximum under each Contract.

Valid period of Contract 1 and Contract 2:

The Сontracts come into force from the date of their signing by the Parties and are valid until 12:00 midnight on February 28, 2009.

The terms of Сontracts 1 and 2 apply to relations of the Parties initiated prior to their conclusion - from 00:00 a.m. January 1, 2009.


Voting results:

"For" - 11 (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, S. V. Serebryannikov, R. Z. Khamitov, 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.

 

6.2. Approval of the purchase and sale contract for additional shares of JSC RusHydro which is an interested party transaction.


Decision:

6.2.1. Specify that the total cost of JSC RusHydro's additional shares transferred to the ownership of the Russian Federation under the purchase and sale contract shall be determined by a total number of shares transferred under the contract (3,998,000,000 shares) multiplied by the price of additional shares placement equal to 1 (one) ruble per additional share and amounts to 3,998,000,000 (three billion nine hundred and ninety eight million) rubles.

6.2.2. Approve conclusion of the purchase and Sale Сontract for additional shares which is an interested party transaction under the following terms:

Parties to Contract:

Issuer is JSC RusHydro.

Purchase is the Russian Federation represented by authorised governmental bodies - the Ministry of Energy of the Russian Federation and Federal Agency for state-owned property management.

Subject of Contract:

The Russian Federation represented by the Ministry of Energy of the Russian Federation pays for JSC RusHydro's additional shares with monetary assets to the total amount of 3,998,000,000 (three billion nine hundred and ninety eight million) rubles;

JSC RusHydro transfers to the Russian Federation represented by Federal Agency for state-owned property management additional shares of JSC RusHydro (state registration number of the issue is 1-01-55038-036D dated 02.12.2008) in the amount of 3,998,000,000 (three billion, nine hundred and ninety-eight million) shares;

Federal Agency for state-owned property management accepts additional shares of JSC RusHydro on behalf of the Russian Federation;

The Russian Federation is entitled to purchase less additional shares of JSC RusHydro, in this case JSC RusHydro transfers to the ownership of the Russian Federation a corresponding number of the paid shares.

Effective period of the Contract:

Liabilities of the Parties under the contract shall be fulfilled prior to the end of additional shares placement (February 20, 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, V. V. Tatsy, S. V. Serebryannikov, 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. Decision on carve-out of shares held by LLC Index of Energy - HydroOGK.


Decision:

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

 

7.2. Determination of opinions regarding the issues related to a major transaction made by JSC ESKO UES.

 

Decision:

7.2.1. Instruct JSC RusHydro's representatives in the Board of Directors of JSC ESKO UES to vote FOR the inclusion of the following matter into JSC ESKO UES General Shareholders' Meeting agenda:

Approval of a major transaction.

7.2.2. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC ESKO UES to vote FOR making the decision required to approve the contract concluded between JSC ESKO UES and State Institution Directorate for Preparation of the Boguchanskaya HPP Reservoir Bed for Flooding to perform works on deforestation of special plots of the Boguchanskaya HPP reservoir bed with normal water surface level of 208 m, Kezhemskiy district, under conditions specified by JSC RusHydro's Management Board relating to a major transaction approval.

 

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, V. V. Tatsy, S. V. Serebryannikov, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.


7.3. Determination of opinions regarding the issues related to a major transaction made by JSC Chirkeigesstroy.


Decision:

7.3.1. Instruct JSC RusHydro's representatives in the Board of Directors of JSC Chirkeigesstroy to vote FOR including in the agenda of General Shareholders' Meeting of JSC Chirkeigesstroy:

Approval of a major transaction.

7.3.2. Instruct JSC RusHydro's representatives at the General Shareholders' Meeting of JSC Chirkeigesstroy to vote FOR making the decision required to approve conclusion of the contract between JSC Chirkeigesstroy (Executor) and JSC Caspian Flat Glass (Customer) to perform construction of float glass manufacturing factory in the Republic of Dagestan capable to produce up to 600 tons a day in accordance with a license of the company PPG (USA) under conditions specified by JSC RusHydro's Management Board, relating to a major transaction approval.


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, V. V. Tatsy, S. V. Serebryannikov, R. Z. Khamitov, А. V. Sharonov)

"Against" - 0

"Abstained" - 0

Decision made.





Chairman of the Board of Directors                                                               S. I. Shmatko

 

Secretary of the Board of Directors                                                               M. M. Davydov

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