Minutes of 29.07.2010 №104

Minutes of July 29 No. 104


Date and time of the Board of Directors Meeting
(date and time of vote counting):                                    July 29, 2010, 6.00 p.m.

                                                                                   (Moscow time)

Minutes dated:                                                              2 August 2010

Form of vote:                                                                absentee vote

Site of vote counting:                                                     Moscow, 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

                                                                                  S. S. Beloborodov,

                                                                                  E. P. Volkov,

                                                                                  E. V. Dod,

                                                                                  V. M. Zimin,

                                                                                  B. Yu. Kovalchuk,

                                                                                  V. V. Kudryavy,

                                                                                  G. M. Kurtser,

                                                                                  A. B. Malyshev,

                                                                                  R. R. Sharipov


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. Approval of the work plan of the Board of Directors for 2010-2011.

2. Execution of consolidated business plan of the JSC RusHydro Group in 2009.

3. Procedure for placement of securities by the company.

4. Concerning determination of the company's procurement policy in the sphere of oil products procurement.

5. Membership of the company's Management Board.

6. Holding more than one office by the company's chairman of the board and board members in other organisations.

7. Loan raising by the company

8. Placement of securities (bonds of series 01) of JSC RusHydro.

9. Placement of securities (bonds of series 02) of JSC RusHydro.

10. Approval of the decision to release securities (bonds of series 01) of JSC RusHydro.

11. Approval of the decision to release securities (bonds of series 02) of JSC RusHydro.

12. Approval of the decision to release securities (bonds of series 01 and 02) of JSC RusHydro.

13. Approval of the provision governing the company's credit policy as amended.

14. Approval of the company's open currency position limit in foreign currency.

15. Approval of the company's transactions.

15.1.  Approval of interested-party transactions with JSC INTER RAO UES.

15.2.  Approval of an interested-party transaction with NP Hydro Power engineering of Russia.

15.3.  Approval of an interested-party transaction with JSC Ust- Srendekanskaya HPP.


RESULTS OF VOTING ON AGENDA:


Matter 1: Approval of the work plan of the Board of Directors for 2010-2011.


Decision:

To approve the work plan of the company's Board of Directors for 2010-2011 (Appendix 1).


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 2: Execution of consolidated business plan of the JSC RusHydro Group in 2009.


Decision:

To take note of the report on implementation of JSC RusHydro Group's consolidated business plan for 2009 including the report about execution of measures to reduce investment expenses for 2009 (Appendix 2).

 

Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 3: Procedure for placement of securities by the company.


Decision:

3.1. To consider it expedient to place additional shares of the company by public offering (state registration number of securities issue 1-01-55038-Е-038D dated 19.11.2009) for the benefit of JSC RusHydro's associated company - JSC Hydroinvest on the following terms:

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

3.1.2. Number of placed shares: 11,017,895,637 (eleven billion, seventeen million, eight hundred and ninety-five thousand, six hundred and thirty-seven) shares;

3.1.3. Share price: offering price amounting to 1 (one) ruble 15 (fifteen) kopecks per 1 (one) share to the total amount of 12,670,579,982.55 (twelve billion, six hundred and seventy million five hundred and seventy-nine thousand nine hundred and eighty-two) rubles 55 kopecks.

3.1.4. Share payment method - monetary assets.

3.2. To instruct the representatives of JSC RusHydro in the management bodies of JSC Hydroinvest to vote FOR making all decisions required to implement clause 3.1 of the present decision.

3.3. The Management Board of JSC RusHydro to submit the issues related to disposition of JSC RusHydro's shares in possession of JSC Hydroinvest for preliminary consideration by the Board of Directors of JSC RusHydro.

3.4. To instruct the Management Board of JSC RusHydro to develop and submit a disposition strategy for JSC RusHydro's shares being on the balance sheet of JSC Hydroinvest for consideration by the company's the Board of Directors.

Deadline - 29.08.2010.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

  

Matter 4: Concerning determination of the company's procurement policy in the sphere of oil products procurement.


Decision:

4.1. To take note of the report on procurement of oil products by JSC RusHydro in 2009 (Appendix 3).

4.2. To consider it expedient to increase the share of procurement of oil products through direct contracts and through commodity exchange with simultaneous reduction of procurement share through intermediate companies.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 5: Membership of the company's Management Board.


Decision:

5.1. To establish membership of the Management Board consisting of 11 individuals.


5.2. Terminate the authorities of the Board Member Khamitov Rustem Zakievich and terminate (dissolve) his employment contract due to appointment to public position and in accordance with the application dated 16.07.2010.

5.3. The chairman of the Management Board E. V. Dod is to ensure that all documents required for execution of clause 5.2 of the present decision are prepared and signed in accordance with labour legislation of the Russian Federation.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 6: Holding more than one office by the company's chairman of the board and board members in other organisations.


Decision:

To approve combining the Board Member Alexey Viktorovich Maslov's position as the Chairman of the Council of Non-Commercial Partnership Association of Construction Companies EnergoStroyAlyans.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 7: Loan raising by the company.


Decision:

7.1. To approve fund raising by the company in the amount up to 20,000,000,000 (twenty billion) rubles by means of:

7.1.1. public offering of two trenches of non-convertible interest bearing documentary bearer bonds in the amount up to 10,000,000,000 (ten billion) rubles each or

7.1.2. credit resources to be obtained by the company in amount up to 20,000,000,000 (twenty billion) rubles within a loan contract to be concluded with a special purpose company (hereinafter referred to as the Creditor) to be funded by the revenues from release and placement of Loan Participation Notes by the Creditor or

7.1.3. obtaining bank credit in the amount of up to 20,000,000,000 (twenty billion) rubles;

7.1.4. combination of debt financing methods specified in clauses 7.1.1,7.1.2 and 7.1.3 of the present decision in the total amount up to 20,000,000,000 (twenty billion) rubles.

7.2. To delegate the task to the Chairman of the Management Board:

7.2.1. to ensure that measures required by the company to raise borrowed funds in accordance with the clause 7.1 of the present decision are taken;

7.2.2. evaluate amount of borrowed funds to be obtained;

7.2.3. to select a method of borrowed fund raising;

7.2.4. to establish the limit cost of credit resources herewith limiting the maximum cost of monetary assets to be raised at a rate of 9.5 per cent.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 8: Placement of securities (bonds of series 01) of JSC RusHydro.

 

Decision:

8.1. To place JSC RusHydro securities (further on referred to as the emitter) through public offering - non-convertible interest bearing documentary bearer bonds of series 01 with mandatory centralized storage, in amount of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) rubles each to the total sum of 10,000,000,000 (ten billion) rubles with maturity on the 3640th (three thousand six hundred and fortieth) day from the commencement date of bond offering with a possibility of early redemption by holders' request or emitter's discretion (hereinafter referred to as the bonds). Commencement and end dates of bond redemption of series 01 coincide.


8.2. Establish the following procedure and conditions for Issuer's bond offering:

Bond offering price: on the first and following days of offering the price is to the sum of 100 (one hundred) per cent of bond face value - 1000 (one thousand) rubles per 1 (one) bond. As of the second day of bond offering the Buyer shall also pay for accumulated coupon income calculated from the commencement date of bond offering by below formula when making a bond purchase/sale transaction:

ACI = Nom * C(1) * (T- T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub.;

Nom is a nominal value of one bond, rub.;

C(1) is a value of interest rate of the 1st coupon in percentage per year (%);

T is the current date of bond offering;

T(0) is the commencement date of bond offering.

The value of accumulated coupon income is calculated with an accuracy of down to one kopeсk, figures are rounded off in accordance with mathematic round-off rules. In this case the mathematical round-off rules shall be understood to mean a round-off method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).

Method of bond payment: A method of payment for offered bonds with monetary assets in currency of the Russian Federation is provided using electronic settlement procedures. Payment by installments for offered securities is not provided.

The Bonds are offered by entering into purchase/sale transactions at the bond offering price during trade sessions held by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds' offering are contained in the decision on issue of securities.

Expenses connected with credit entries of offered bonds to the depot accounts of their first holders (transferees): Bond holders (transferees) shall bear all expenses connected with credit entries of offered bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).

The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders.
A possibility for the bonds holders to select the bond redemption method is not provided.

Bond redemption and coupon yield payments are made by a paying agent on the instruction and at the cost of the Issuer (hereinafter referred to as the paying agent) on the date of bond redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. The bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the redemption date the paying agent shall transfer required monetary assets to the accounts of individuals authorised to receive bond redemption amounts in favour of Bond holders specified in the list of owners and/or nominal bond holders. In case one person is entitled to receive the bonds redemption sums from several bonds' holders then such a person receives the whole sum without breakdown into each bonds' holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using the electronic repayment procedure.

A procedure for early redemption at holders' request:

The bond holder has the right to demand early bond redemption and repayment of its accumulated coupon income calculated on the date of fulfilment of obligations for early redemption in the following cases:

1) a delay of more than seven days in the emitter's fulfilment of obligations to pay the bonds coupon income from the payment date of the corresponding coupon income established in accordance with the Decision on securities issue and the Prospectus;

2) a delay of more than seven days in the Emitter's fulfilment of obligations to pay coupon income for any of Emitter's bonds released by the Emitter on the territory of the Russian Federation from the payment date of corresponding coupon income established in accordance with the Decision on securities issue and the Prospectus;

3) the Issuer's declaration to be unable fulfil financial obligations in terms of bonds or in terms of other bonds issued by the Issuer on the territory of the Russian Federation;

4) a delay of more than thirty days in the Emitter's fulfilment of obligations to redeem (including early redemption) bonds issued by the Emitter on the territory of the Russian Federation;

5) presentment of the Issuer's other bonds and/or bonds secured by the Issuer's guarantee at owners' request including without limitation ruble, currency and euro bonds both already placed and about to be placed in the future (acquisition of any Issuer's outstanding bonds under an agreement with their holders and/or at bond holders' request with the possibility for their further circulation does not imply the right to demand early redemption);

6) delisting of Bonds at all stock exchange markets that included such bonds in their quotation lists provided that such bonds were preliminary included in the quotation list "B" at any stock exchange market.

Early bond redemption at holders' request is carried out by a paying agent at the price being equal to 100 per cent of the bond face value on the instruction of and at the expense of the Issuer. Also, in case of an early redemption the bond holders will be paid an accumulated coupon income as of the date of this early redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

Requests for early redemption of the bonds shall be submitted to the Emitter within 30 (thirty) days from the moment of disclosure of information on early redemption on the news line or from the date on which the bond holders have learned or shall learn about this forthcoming event.

Bonds are redeemed ahead of time at bond holders' requests on the 60th (sixtieth) working day from the moment of disclosure of information on early redemption on the news line or from the date on which the bond holders have learned or shall learn about this forthcoming event.

The commencement and end dates of bond redemption of series 01 coincide. Payment of an outstanding amount of bond face value of series 01 in case of early redemption as well as yield payments are made in rubles of the Russian Federation by electronic payment.

On the bond redemption date a paying agent transfers the sums of early redemption to the accounts of persons having a right to receive the bond redemption sums in favour of the bond holders.  In case one person is entitled to receive the series 01 bond redemption amounts from several series 01 bond holders then such person shall receive the whole amount without breakdown into each series 01 bond holder.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.

A procedure of early redemption at Issuer's discretion: The Emitter shall be entitled to decide on early bond redemption on the end date of k coupon period (k < 20) preceding the coupon period, which interest rate will be defined after state registration of the report on securities release results or submission of the notice on bond release results to the registration body if the bonds are released without state registration of the report on securities release results in accordance with the Federal legislation "On the Securities market" or with any other Federal legislations.

Bonds are redeemed ahead of time at the price being equal to 100 (one hundred) per cent of the bond face value.
In this case an accumulated coupon income is paid for the corresponding coupon period.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the bond redemption date a paying agent transfers necessary monetary assets to the accounts of persons having a right to receive the bond redemption sums.

In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The commencement and end dates of bond redemption coincide. Payment of an outstanding amount of bond face value of series 01 in case of early redemption as well as yield payments shall be made in rubles of the Russian Federation by electronic payment procedure.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 9: Placement of securities (bonds of series 02) of JSC RusHydro.

 

Decision:


9.1. To place securities of JSC RusHydro (hereinafter referred to as the Emitter) through public offering - non-convertible interest bearing documentary bearer bonds of series 02 with mandatory centralised storage, in the amount of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) rubles each in the total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3640th (three thousand six hundred and fortieth) day from the commencement date of bond offering with a possibility of early redemption at holders' request or Emitter's discretion (hereinafter referred to as the Bonds). The commencement and end dates of bond redemption of series 02 coincide.

9.2. Establish the following procedure and conditions for Issuer's bond offering:

Bond offering price: on the first and following days of offering the price is to the sum of 100 (one hundred) per cent of the bond face value - 1000 (one thousand) rubles per 1 (one) bond.  As of the second day of bond offering the Buyer shall also pay for accumulated coupon income calculated from the commencement date of bond offering by below formula when making a bond purchase/sale transaction:

ACI = Nom * C(1) * (T- T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub.;

Nom is a nominal value of one bond, rub.;

C(1) is a value of interest rate of the 1st coupon in percentage per year (%);

T is the current date of bond offering;

T(0) is the commencement date of bond offering.

The value of accumulated coupon income is calculated with an accuracy of down to one kopeсk, figures are rounded off in accordance with mathematic round-off rules. In this case the mathematical round-off rules shall be understood to mean a round-off method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).

Method of bond payment: A method of payment for offered bonds with monetary assets in currency of the Russian Federation is provided using electronic settlement procedures. Payment by installments for offered securities is not provided.

The Bonds are offered by entering into purchase/sale transactions at the bond offering price during trade sessions held by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds' offering are contained in the decision on issue of securities.

Expenses connected with credit entries of offered bonds to the depot accounts of their first holders (transferees): Bond holders (transferees) shall bear all expenses connected with credit entries of offered bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).

The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders.
A possibility for the bonds holders to select the bond redemption method is not provided.

Bond redemption and coupon yield payments are made by a paying agent on the instruction and at the cost of the Issuer (hereinafter referred to as the paying agent) on the date of bond redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. The bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the redemption date the paying agent shall transfer required monetary assets to the accounts of individuals authorised to receive bond redemption amounts in favour of Bond holders specified in the list of owners and/or nominal bond holders. In case one person is entitled to receive the bonds redemption sums from several bonds' holders then such a person receives the whole sum without breakdown into each bonds' holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using the electronic repayment procedure.

A procedure for early redemption at holders' request: The bond holder has the right to demand early bond redemption and repayment of its accumulated coupon income calculated on the date of fulfilment of obligations for early redemption in the following cases:

1) a delay of more than seven days in the emitter's fulfilment of obligations to pay the bonds coupon income from the payment date of the corresponding coupon income established in accordance with the Decision on securities issue and the Prospectus;

2) a delay of more than seven days in the Emitter's fulfilment of obligations to pay coupon income for any of Emitter's bonds released by the Emitter on the territory of the Russian Federation from the payment date of corresponding coupon income established in accordance with the Decision on securities issue and the Prospectus;

3) the Issuer's declaration to be unable fulfil financial obligations in terms of bonds or in terms of other bonds issued by the Issuer on the territory of the Russian Federation;

4) a delay of more than thirty days in the Emitter's fulfilment of obligations to redeem (including early redemption) bonds issued by the Emitter on the territory of the Russian Federation;

5) presentment of the Issuer's other bonds and/or bonds secured by the Issuer's guarantee at owners' request including without limitation ruble, currency and euro bonds both already placed and about to be placed in the future (acquisition of any Issuer's outstanding bonds under an agreement with their holders and/or at bond holders' request with the possibility for their further circulation does not imply the right to demand early redemption);

6) delisting of Bonds at all stock exchange markets that included such bonds in their quotation lists provided that such bonds were preliminary included in the quotation list "B" at any stock exchange market.

Early bond redemption at holders' request is carried out by a paying agent at the price being equal to 100 per cent of the bond face value on the instruction of and at the expense of the Issuer. Also, in case of an early redemption the bond holders will be paid an accumulated coupon income as of the date of this early redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

Requests for early redemption of the bonds shall be submitted to the Emitter within 30 (thirty) days from the moment of disclosure of information on early redemption on the news line or from the date on which the bond holders have learned or shall learn about this forthcoming event.

Bonds are redeemed ahead of time at bond holders' requests on the 60th (sixtieth) working day from the moment of disclosure of information on early redemption on the news line or from the date on which the bond holders have learned or shall learn about this forthcoming event.

The commencement and end dates of bond redemption of series 02 coincide. Payment of an outstanding amount of bond face value of series 02 in case of early redemption, as well as yield payments shall be made in rubles of the Russian Federation by electronic payment procedure.

On the bond redemption date a paying agent transfers the sums of early redemption to the accounts of persons having a right to receive the bond redemption sums in favour of the bond holders. In case one person is entitled to receive the series 02 bond redemption amounts from several series 02 bond holders then such a person shall receive the whole amount without breakdown into each series 02 bond holder.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.

A procedure of early redemption at Issuer's discretion: The Emitter shall be entitled to making decision on early bond redemption on the end date of k coupon period (k < 20) preceding the coupon period which interest rate will be determined after state registration of the report on securities release results or submission of the notice on bond release results to the registration body if the bonds are released without state registration of the report on securities release results in accordance with the Federal legislation "On the Securities market" or with any other Federal legislations.

Bonds are redeemed ahead of time at the price being equal to 100 (one hundred) per cent of the bond face value. In this case an accumulated coupon income is paid for the corresponding coupon period.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the bond redemption date a paying agent transfers necessary monetary assets to the accounts of persons having a right to receive the bond redemption sums.

In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The commencement and end dates of bond redemption coincide. Payment of an outstanding amount of bond face value of series 01 in case of early redemption as well as yield payments shall be made in rubles of the Russian Federation by electronic payment procedure.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 10: Approval of the decision to release securities (bonds of series 01) of JSC RusHydro.

 

Decision:

To approve the Decision on securities release - non-convertible interest bearing documentary bearer bonds of series 01 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3640th (three thousand six hundred and fortieth) day from the bond offering commencement date with a possibility of early redemption by holders' request or Emitter's discretion to be placed by public subscription (Appendix 4).


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 11: Approval of the decision to release securities (bonds of series 02) of JSC RusHydro.


Decision:

To approve the decision on securities release - non-convertible interest bearing documentary bearer bonds of series 02 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) rubles each with a total value of 10,000,000,000 (ten billion) rubles with maturity on the 3640th (three thousand six hundred and fortieth) day from the bond offering commencement date with a possibility of early redemption by holders' request or Emitter's discretion to be placed by public subscription (Appendix 5).


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.


Matter 12: Approval of the decision to release securities (bonds of series 01 and 02) of JSC RusHydro.

 

Decision:

To approve the prospectus of securities (Appendix 6):

- non-convertible interest bearing documentary bearer bonds of series 01 with mandatory centralized storage, in the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) rubles each, with a total value of 10,000,000,000 (ten billion) rubles with maturity on the 3640th (three thousand six hundred and fortieth) day from the commencement date of bond offering with a possibility of early redemption at holders' request or emitter's discretion being placed through public offering;

- non-convertible interest bearing documentary bearer bonds of series 02 with mandatory centralized storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) rubles each with a total value of 10,000,000,000 (ten billion) rubles with maturity on the 3640th (three thousand six hundred and fortieth) day from the bond offering commencement date with a possibility of early redemption by holders' request or Emitter's discretion to be placed by public subscription.

 

Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 13: Approval of the provision governing the company's credit policy as amended.


Decision:

To approve the Provision on the credit policy of JSC RusHydro as amended according to Appendix 7.


Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 14: Approval of the company's open currency position limit in foreign currency.


Decision:

To approve the limit of open currency position of the company under contracts concluded in foreign currency (or with settlements in rubles but with binding of requirement scope or obligations of the company to fluctuations of foreign currency exchange rate) to the equivalent amount of 50 million US dollars.

 

Voting results:

"For" - 10 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

 

Matter 15: Approval of the company's transactions.


15.1. Approval of interested-party transactions with JSC INTER RAO UES.


Decision:

15.1.1.1. The price of electricity sold by the company to JSC INTER RAO UES under a bilateral electricity purchase/sale contract with relation to Zeyskaya HPP on the territory of the Russian Federation subjects not integrated into wholesale market price zones (hereinafter referred to as the Contract), which is an interested party transaction, is determined in the following procedure.

To estimate the total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during settlement period (calendar month) which is to be paid for by the Buyer to the Seller the Parties shall establish the price for electricity during the supply period (calendar month) within which period electricity is supplied under the Contract.  The specified price is defined by the parties to be 400 rub/MWh minimum without VAT.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month), which is to be paid by the Buyer to the Seller, is estimated as a total of electricity supplied during corresponding supply period specified by the commercial operator according to procedure established by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market and the price of electricity agreed by the parties for this supply period in accordance with aforesaid price definition terms, in addition VAT in accordance with the legislation of the Russian Federation.

15.1.1.2. Approve bilateral electricity purchase/sale contract in relation to Zeyskaya HPP on the territory of the Russian Federation subjects not integrated into wholesale market price zones (hereinafter referred to as the Contract), which is an interested party transaction, on the following essential terms:

Parties:

Seller - JSC RusHydro;

Buyer - JSC INTER RAO UES.

Subject of the Contract:

The Seller shall undertake to supply electricity to the Buyer in the amount specified in accordance with the Contract terms and the wholesale market procedures and the Buyer shall undertake to accept and pay for this supplied (accepted) electricity in accordance with the contractual terms.

Seller's delivery point cluster (hereinafter referred to as DPC): GZEYAGS1, GZEYAGS2

Buyer's DPC: PINTCHIN

Price:

To determine the total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month) which is to be paid by the Buyer to the Seller, the Parties shall establish the price for electricity during the supply period (calendar month) when electricity is supplied under the Contract. The specified price is defined by the parties to be 400 rub/MWh minimum without VAT.


The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month), which is to be paid by the Buyer to the Seller, is estimated as a total of electricity supplied during corresponding supply period specified by the commercial operator according to procedure established by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market and the price of electricity agreed by the parties for this supply period in accordance with aforesaid price definition terms, in addition VAT in accordance with the legislation of the Russian Federation.

Amount and Terms of Delivery:

Total amount of electricity to be delivered under the Contract throughout its valid period: 150,000 MWh maximum in 2010 and 300,000 MWh maximum in 2011.

The term for electricity delivery under the Contract:

- delivery commencement date: not earlier than the date of Contract conclusion and the first day of the month corresponding to the date of its registration with JSC ATS;

- delivery end date: not later than 31.12.2011.

The total price of electricity to be delivered under the Contract throughout its validity period to be paid by the Buyer to the Seller: 400,000,000 (four hundred million) rubles maximum, including VAT.


Voting results:

"For" - 6 (S. S. Beloborodov, E. P. Volkov, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0


Decision made.

The members of the Board of Directors of JSC RusHydro S. I. Shmatko, B. Yu. Kovalchuk, G. M. Kurtser recognised as transaction interested parties, did not take part in voting.

The member of the Board of Directors of JSC RusHydro E. V. Dod recognised as transaction interested party and 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.

 

Decision:

15.1.2.1. The price of electricity sold by the company to JSC INTER RAO UES under bilateral electricity purchase/sale contract with relation to Zeyskaya HPP on the territory of the Russian Federation subjects not integrated into wholesale market price zones (hereinafter referred to as the Contract), which is an interested party transaction, shall be determined in the following procedure.

To estimate the total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during settlement period (calendar month) which is to be paid for by the Buyer to the Seller the Parties shall establish the price for electricity during the supply period (calendar month) within which period electricity is supplied under the Contract.  The specified price is defined by the parties to be 400 rub/MWh minimum without VAT.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month), which is to be paid by the Buyer to the Seller, is estimated as a total of electricity supplied during corresponding supply period specified by the commercial operator according to procedure established by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market and the price of electricity agreed by the parties for this supply period in accordance with aforesaid price definition terms, in addition VAT in accordance with the legislation of the Russian Federation.

15.1.2.2. To approve conclusion of the bilateral electricity purchase/sale contract in relation to Bureiskaya HPP on the territory of the Russian Federation subjects not integrated into wholesale market price zones (hereinafter referred to as the Contract), which is an interested party transaction, on the following essential terms:

Parties:

Seller - JSC RusHydro;

Buyer - JSC INTER RAO UES.

Subject of the Contract:

The Seller shall undertake to supply electricity to the Buyer in the amount specified in accordance with the Contract terms and the wholesale market procedures and the Buyer shall undertake to accept and pay for this supplied (accepted) electricity in accordance with the contractual terms.

Buyer's DPC: GBUREYG1, GBUREYG2

Buyer's DPC: PINTCHIN

Price:

To determine the total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month) which is to be paid by the Buyer to the Seller, the Parties shall establish the price for electricity during the supply period (calendar month) when electricity is supplied under the Contract. The specified price is defined by the parties to be 400 rub/MWh minimum without VAT.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month), which is to be paid by the Buyer to the Seller, is estimated as a total of electricity supplied during corresponding supply period specified by the commercial operator according to procedure established by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market and the price of electricity agreed by the parties for this supply period in accordance with aforesaid price definition terms, in addition VAT in accordance with the legislation of the Russian Federation.


Amount and terms of delivery:

Total amount of electricity to be delivered under the Contract throughout its valid period: 670,000 MWh maximum in 2010 and 1,000,000 MWh maximum in 2011.

The term for electricity delivery under the Contract:

- delivery commencement date: not earlier than the date of Contract conclusion and the first day of the month corresponding to the date of its registration with JSC ATS;

- delivery end date: not later than 31.12.2011.

The total price of electricity to be delivered under the Contract throughout its validity period to be paid by the Buyer to the Seller: 1,300,000,000 (one billion, three hundred million) rubles maximum, including VAT.

  

Voting results:

"For" - 6 (S. S. Beloborodov, E. P. Volkov, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

The members of the Board of Directors of JSC RusHydro S. I. Shmatko, B. Yu. Kovalchuk, G. M. Kurtser recognised as transaction interested parties, did not take part in voting.

The member of the Board of Directors of JSC RusHydro E. V. Dod recognised as transaction interested party and 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.

In accordance with the Article 83 of the Federal Law On Joint-Stock Companies decision about approval of interested party transaction shall be made by the Board of Directors of the company by majority vote of independent directors, not interested in settlement of the transaction.

  

15.2. Approval of an interested-party transaction with NP Hydro Power engineering of Russia.


Decision:

15.2.1. To specify that the cost of services provided by NP Hydro Power engineering of Russia to JSC RusHydro under the paid services contract between JSC RusHydro and NP Hydro Power engineering of Russia amount to is 42,000,000 (forty-two million) rubles 00 kopecks, including VAT 18 per cent, which is 6,406,779 (six million, four hundred and six thousand, seven hundred and seventy-nine) rubles 66 kopecks.

15.2.2. To approve conclusion of the paid services contract between JSC RusHydro and NP Hydro Power engineering of Russia (hereinafter referred to as the Contract) being an interested party transaction under the following essential terms:

Parties to Contract:

Executor - Non-Commercial Partnership Hydro Power Engineering of Russia.

Customer - JSC RusHydro.

Subject of Contract:

The executor shall render support in development of the 14 first priority organisation standards (hereinafter referred to as the OST) of 2010 specified in Appendix 8 and the Customer shall accept rendered services and pay for them. Scientific, technical, economic, organisational and other requirements to services to be provided and their results are established by the Technical Assignment (Appendix 2 to the Contract).

Scope of services:

Development of the 14 first priority OST of 2010 specified in Appendix 1 to the present decision.

Contract Price:

42,000,000 (forty-two million) rubles 00 kopecks including VAT (18 per cent) in the amount of 6,406,779 (six million, four hundred and six thousand, seven hundred and seventy-nine) rubles 66 kopecks.

Term of Providing Contractual Services:

Commencement of providing services - third quarter of 2010.

End of services provision - second quarter of 2011.

Effective Period of Contract:

The Contract comes into force from the date of its signing and shall remain valid until the Parties complete their obligations in full.


Voting results:

"For" - 9 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0


Decision made.

The member of the Board of Directors of JSC RusHydro E. V. Dod recognised as transaction interested party and 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.


 15.3. Approval of an interested-party transaction with JSC Ust-Srendekanskaya HPP.


Decision:

15.3.1.1. To determine that the amount of non-interest bearing loan to be provided as per the Loan Agreement between JSC RusHydro and JSC JSC Ust-Srendekanskaya HPP which is an interested party transaction, is 961,500,000 (nine hundred and sixty-one million, five hundred thousand) rubles 00 kopecks.

15.3.1.2. To approve conclusion of the Loan Agreement which is an interested party transaction on the following essential terms:

Parties to Contract:

Borrower - JSC Ust- Srendekanskaya HPP;

Lender - JSC RusHydro.

Subject of the Contract: The Lender agrees to transfer possession of the amount of money to the Borrower in the amount of the loan sum within the terms established by the contract, and the Borrower shall repay the loan sum to the Lender within term and in procedure established by the contract.

Targeted Use of the Loan Sum: The load is provided to ensure funding of construction of Ust-Srendnekanskaya HPP.

Loan sum: The amount of money transferred to the ownership of the Borrower and subject to repayment as per the Loan Agreement equals to 961,500,000 (nine hundred and sixty-one million, five hundred thousand) rubles 00 kopecks.

Interest on interest-free (zero per cent) rate is accrued to the loan sum.

Terms of Loan Granting: The loan sum shall be granted to the Borrower by tranches not later than 21.12.2010 based on Borrower's request and transferred from the Lender's bank account to the Borrower's bank account according to banking details specified by the Borrower in corresponding Requests.

Loan Repayment Term: The Borrower shall be obliged to repay the Loan sum to the Lender in full amount by 25.12.2011 by way of money transfer to the Lender's bank account.

Terms of Pre-term Repayment: Pre-term full or partial loan repayment shall be allowed.

Loan Contract Validity Period: the contract shall enter into force from the moment of its signing by the parties and shall remain valid until complete fulfilment of obligations undertaken by the parties according to the present Contract.

 

Voting results:

"For" - 9 (S. I. Shmatko, S. S. Beloborodov, E. P. Volkov, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC RusHydro E. V. Dod 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.





Chairman of the Board of Directors                                                                             S. I. Shmatko


Secretary of the Board of Directors                                                                             M. M. Davydov

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