Minutes of 02.12.2011 №139

MINUTES No. 139

OF THE BOARD OF DIRECTORS MEETING

 

 

Date and time of the Board of Directors Meeting (date and time of vote counting):

  November 30, 2011, 6.00 p.m.

  (Moscow time)

The minutes dated:

  December 2, 2012

 

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. S. Beloborodov,

 

  V. I. Danilov-Danilyan,

 

  E. V. Dod,

 

  V. M. Zimin,  

 

  B. Yu. Kovalchuk,  

 

  V. V. Kudryavy,

 

  G. M. Kurtser,

 

  V. Yu. Lebedev,

 

  A. B. Malyshev,

 

  M. I. Poluboyarinov,  

 

  V. V. Tatsy,

 

  R. R. Sharipov,  

 

  S. V. Shishin

 

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 MEETING:

 

1. Approval of the company's transactions.

2. Determination of JSC RusHydro's (JSC RusHydro's representatives) position on the agenda items handled by the management bodies of business entities' subsidiaries and affiliates.

3. Loan raising and making transactions in foreign currency by JSC RusHydro.

4. Determination JSC RusHydro's procurement policy.

5. Approval of the report on implementation of key performance indicators for the third quarter of 2011.

6. Approval of the company's officer who will exercise control over compliance with the requirements of the legislation of the Russian Federation on insider information and the Provision on insider information of JSC RusHydro.

 

RESULTS OF VOTING ON THE AGENDA MATTERS:

 

Matter 1: Approving the company's transactions:

1.1. Approving a contract concluded between JSC RusHydro and NCP Hydropower Engineering of Russia representing an interested party transaction.

 

Decision:

1. Specify that the price (monetary value) of works executed by NCP Hydropower engineering of Russia for JSC RusHydro under the research, design and technological work contract concluded between JSC RusHydro and NCP Hydropower Engineering of Russia, which is an interested party transaction, is 38,938,172 (thirty-eight million, nine hundred and thirty-eight thousand, one hundred and seventy-two) rubles 85 kopeks, including VAT (18 per cent), which is 5,939,721 (five million, nine-hundred and thirty-nine, seven hundred and twenty-one) rubles and 28 kopeks.

2. Approve the research, design and technological work contract (hereinafter referred to as the Contract) representing an interested party transaction on the following essential terms: 

Parties to Contract:

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

Customer - JSC RusHydro.

Subject of Contract:

The executor undertakes to develop the organisational standards in the scope specified in Appendix 1 and execute all the works (services) in accordance with the Technical Assignment (Appendix 2) and the Customer undertakes to accept the results of executed works (services) and pay for them.

Contract Price:

38,938,172 (thirty-eight million, nine hundred and thirty-eight thousand, one-hundred and seventy-two) rubles and 85 kopeks, including VAT (18 per cent), which is 5,939,721 (five million, nine hundred and thirty-nine, seven hundred and twenty-one) rubles and 28 kopeks.

Contract work execution dates:

Commencement of work execution - fourth quarter of 2011.

Completion work execution - fourth quarter of 2012.

 

Voting results:

"For" - 11 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 1 (V. Yu. Lebedev).

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal law On Joint-Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up the results of voting on this matter, vote of member of the Board of Directors of JSC RusHydro E. V. Dod, is not taken into account, in compliance with Article 81 of the Federal Law On Joint-Stock Companies, as he is regarded to be a transaction interested party being a member of the Supervisory Board of NCP Hydropower Engineering of Russia.

 

Decision made.

 

1.2. Approving a contract concluded between JSC RusHydro and NCP Hydropower Engineering of Russia representing an interested party transaction:

 

Decision:

1. Specify that the price (monetary value) of works executed by NCP Hydropower Engineering of Russia for JSC RusHydro under the research, design and technological work contract concluded between JSC RusHydro and NCP Hydropower Engineering of Russia, which is an interested party transaction, is 67,010,053 (sixty-seven million, ten thousand and fifty-three) rubles 54 kopeks, including VAT (18 per cent), which is 10,221,872 (ten million, two hundred and twenty-one thousand, eight hundred and seventy-two) rubles and 57 kopeks.

2. Approve the research, design and technological work contract (hereinafter referred to as the Contract) representing an interested party transaction on the following essential terms: 

Parties to Contract:

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

Customer - JSC RusHydro.

Subject of Contract:

The executor undertakes to develop the organisational standards in the scope specified in Appendix 3 and execute all the works (services) in accordance with the Technical assignment (Appendix 4) and the Customer undertakes to accept the results of executed works (services) and pay for them.

Contract Price:

67,010,053 (sixty-seven million, ten thousand and fifty-three) rubles and 54 kopeks, including VAT (18 per cent), which is 10,221,872 (ten million, two hundred and twenty-one thousand, eight hundred and seventy-two) rubles and 57 kopeks.

Contract work execution dates:

Commencement of work execution - fourth quarter of 2011.

Completion work execution - fourth quarter of 2012.

 

Voting results:

"For" - 11 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 1 (V. Yu. Lebedev).

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal law on Joint-Stock companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up the results of voting on this matter, vote of member of the Board of Directors of JSC RusHydro E. V. Dod, is not taken into account, in compliance with Article 81 of the Federal Law On Joint-Stock companies, as he is regarded to be a transaction interested party being a member of the Supervisory Board of NCP Hydropower Engineering of Russia.

 

Decision made.

 

1.3. Transactions connected with transfer of property without compensation.

 

Decision:

1. Approve a contract for transfer of property without compensation between JSC RusHydro and Municipal unit of workers' settlement (urban-type settlement) of Talakan, the subject of which is the transfer of property (property rights) without compensation to the third parties on the following terms:

Parties to Contract:

Party 1 - JSC RusHydro;

Party 2 - Municipal unit of workers' settlement (urban-type settlement) of Talakan in the Bureyskiy District.

Subject of Contract:

Party 1 shall transfer without compensation and Party 2 shall accept in accordance with the terms of this contract the immovable property: Development of permanent settlement Talkan. Beach and beach water area - stage 1; purpose: Non-residential, recreational, total area 26,621 sq.m, inv. No. 10:215:002:007301640, site address: Amur Region, Bureysky District, settlement Talakan, certificate of state registration of right series 28 АА No. 548483, dated 20.10.2011 (hereinafter referred to as Property).

Balance (depreciated) cost of the Property:

155,423,450 (one hundred and fifty-five million, four hundred and twenty-three thousand, four hundred and fifty) rubles and 08 kopeks.

2. Approve contract for the transfer of property without compensation between JSC RusHydro and the Administration of Zayukovo Village, the subject of which is transfer of property (property rights) without compensation to the third parties subject to the following conditions:

Parties to Contract:

Party 1 - JSC RusHydro;

Party 2 - Administration of Zayukovo village.

Subject of Contract:

Party 1 shall transfer without compensation and Party 2 shall accept into Municipal ownership in accordance with the terms of this contract the immovable property: Cattle-driving bridge, purpose: non-residential, 57 m long, inv. No. 93, letter 1, address of the facility: Kabardino-Balkarian Republic, Baksansky District, Zayukovo Village, Sovetsky pereulok (lane), certificate of state registration of right series 07-АВ No. 223284 dated 14.10.2011 (hereinafter referred to as Property).

Balance (depreciated) cost of the Property:

16,972,458 (sixteen million, nine hundred seventy-two thousand, four hundred and fifty-eight) rubles and 39 kopecks.

 

Voting results:

"For" - 13 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.4. Approval of interrelated transactions (supplementary agreements) connected with electricity purchasing and sales concluded between JSC RusHydro and JSC INTER RAO UES, which are interested party transactions.

 

Decision:

1. Specify that the price for electricity sold by JSC INTER RAO UES under bilateral contracts for electricity purchase and sale on the territory of the Russian Federation subjects not integrated into wholesale market price zones, 006-KP-GIDROOGK-INTRAOES-DD and No. 005-KP-GIDROOGK-INTRAOES-DD in relation to the Zeyskaya and Bureyskaya HPPs, respectively, approved by JSC RusHydro's Board of Directors on 29.07.2010 (Minutes No. 104) and concluded on 01.08.2010 (hereinafter referred to as the contracts) being interconnected interested party transactions shall be determined by the formula given in Appendix 5.

An indicated price is effective from the date of electricity supply commencement under the Contracts until 31.12.2011.

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 calculated as electricity supplied during corresponding supply period defined by the commercial operator according to the procedure stipulated by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market, multiplied by the price of electricity agreed by the parties for this supply period in accordance with aforesaid formula, including VAT calculated in accordance with Russian Federation legislation.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer and which is to be paid by the Buyer to the Seller during all supply periods during the term of the bilateral electricity purchase and sale contract on the territory of the Russian Federation subjects non-integrated into wholesale market price zones dated 01.08.2010 No.006-KP-GIDROOGK-INTRAOES-DD taking into account a concluded Supplementary Agreement to it, shall not exceed 1,000,000,000 (one billion) rubles, VAT included.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer and which is to be paid by the Buyer to the Seller during all supply periods during the term of the bilateral electricity purchase and sale contract on the territory of the Russian Federation subjects non-integrated into wholesale market price zones dated 01.08.2010 No. 005-KP-GIDROOGK-INTRAOES-DD taking into account a concluded Supplementary Agreement to it, shall not exceed 1,300,000,000 (one billion, three hundred million) rubles, VAT included.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer and which is to be paid by the Buyer to the Seller during all supply periods during the term of the bilateral electricity purchase and sale contract on the territory of Russian Federation subjects that have not integrated into wholesale market price zones dated 01.08.2010 No. 006-KP-GIDROOGK-INTRAOES-DD (taking into account a concluded Supplementary Agreement) and No. 005-KP-GIDROOGK-INTRAOES-DD (taking into account a concluded Supplementary Agreement), shall not exceed 2,300,000,000 (two billion, three hundred million) rubles, VAT included, which does not exceed a two per cent assets book value of JSC RusHydro.

2. Approve interrelated transactions:

- a supplementary agreement to a bilateral contract for electricity purchase and sale No. 006-KP-GIDROOGK-INTRAOES-DD as of 01.08.2010 (hereinafter referred to as Supplementary Agreement to Contract 1), and a supplementary agreement to a bilateral contract for electricity purchase and sale No. 005-KP-GIDROOGK-INTRAOES-DD as of 01.08.2010 (hereinafter referred to as Supplementary Agreement to Contract 2), an interested party transactions on the following essential terms:

Parties to Contract:

Seller - JSC RusHydro;

Buyer - JSC INTER RAO UES.

Subject of the Contracts:

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 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):

Under Contract 1 - GZEYAGS1, GZEYAGS2;

Under Contract 2 - GBUREYG1, GBUREYG2.

Buyer's DPC under the contracts: PINTCHIN.

A price of electricity under the contracts is determined by the formula stipulated in Appendix 5.

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 calculated as electricity supplied during a corresponding supply period defined by the commercial operator according to the procedure stipulated by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market, multiplied by the price of electricity calculated by the parties for this supply period in accordance with a formula stipulated in Appendix 5 to the current decision, including VAT calculated in accordance with the Russian Federation legislation.

Amount (volume) of electricity supplied under the contracts:

The total electricity volume to be delivered under Contract 1 throughout its validity period: not more than 1,350,000 MWh.

The total electricity volume to be delivered under Contract 2 throughout its validity period: not more than 1,870,000 MWh.

The term for electricity delivery under the contracts:

- delivery commencement date: 01.08.2010;

- delivery end date: 31.12.2011.

The total cost of electricity which is to be paid by the Buyer to the Seller throughout its valid period:

under Contract 1 - not more than 1,000,000,000 (one billion) rubles, VAT included;

under Contract 2 - 1,300,000,000 (one billion, three hundred million) rubles, VAT included.

 

Voting results:

"For" - 9 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 1 (V. Yu. Lebedev).

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint-Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up the results of voting on this matter, the votes of members of the Board of Directors of JSC RusHydro E. V. Dod, B. Yu. Kovalchuk and G. M. Kurtser are not taken into account, as in compliance with Article 81 of the Federal Law on Joint-Stock Companies, as they are regarded to be transaction interested parties, for they are members of the Board of Directors of JSC INTER RAO UES.

In accordance with clause 3 of Article 83 of the Federal Law On Joint Stock Companies, the member of the Board of Directors E. V. Dod is recognised as a dependent director, for he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.

 

1.5. Approving transactions concluded between JSC RusHydro and JSC Irkutskenergo representing an interested party transaction.

 

Decision:

1.1. Specify that the price (monetary value) of rental payment for a land plot with total area of 82,6 ha under Supplementary agreement No. 1 (hereinafter referred to as the Agreement) to the Land lease contract No. 619 dated 01.12.2007 concluded between the Territorial administration of the Federal Agency for state-owned property management in the Irkutsk region (TA of the Federal Agency for State Property Management in the Irkutsk region) and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) (hereinafter referred to as the Contract) as of the date of contract conclusion amounts to 1,284,087 (one million, two hundred and eighty-four thousand, eighty-seven) rubles and 16 kopeks (VAT excluded) per month, in this case the rental payment: 

- is determined on the basis of cadastral value of a land plot and calculated to the amount of 1.5 per cent of the specified cadastral value for land plots limited in circulation as these land plots are provided for operation of hydro facilities[1];

- subject to change in connection with change of cadastral value of a land plot[2];

- subject to recalculation as of January 1 of the year following the year when the cadastral value of a land plot was changed.

If the total amount of payments under the mentioned Contract and Agreement exceeds two per cent of the balance sheet assets of JSC RusHydro then the General Shareholders' Meeting of JSC RusHydro shall approve this agreement.

 

1.2. Approve the Agreement as an interested party transaction on the following essential terms:

Agreement Parties:

Lessor - TA of the Federal Agency for State Property Management in the Irkutsk region

Lessee - JSC Irkutskenergo

Lessee 1 - JSC RusHydro

Leased property:

A land plot with total area of 82.6 ha from inhabited lands with the following cadastral number: 38:36:0:0022, address: Irkutsk Region, Irkutsk, Sverdlovsky District, property of the Russian Federation.

Subject of Contract:

1. Lessor shall transfer and Lessee 1 shall accept the Lessee's rights and obligations under the Contract. 

2. The rights and obligations under this Contract shall be transferred (passed) from Lessor to Lessee 1 in the full scope and subject to conditions provided for by this Contract and Agreement.

3. Amending the Contract:

a. Amend clause 5.2 of the Contract to read as follows:

"The rental payment is determined on the basis of cadastral value and calculated to the amount of 1.5 per cent of the specified cadastral value for land plots limited in circulation as these land plots are provided for operation of hydro facilities.

The rental payment changes in connection with change of cadastral value of a land plot. In this case the rental payment is subject to recalculation as of January 1 of the year following the year when the cadastral value of a land plot was changed.

If the regulatory legislation of the Russian Federation that define the calculation procedure for rental payment are amended then the procedure, amount and conditions of rental payment are defined in accordance with the mentioned regulatory legal acts".

b. Amend clause 5.4 of the Contract to read as follows:

"The Lessee shall transfer rental payments to: the Federal Treasury Administration in the Irkutsk Region (Territorial Administration of the Federal Agency for state-owned property management in the Irkutsk region), INN 3808214087, KPP 380801001, OKATO 25401000000 in the Main Financial Settlements Centre of the Bank of Russia in the Irkutsk Region, Irkutsk, BIK 042520001, account 40101810900000010001, code 167 1 11 05021 01 0000 120 "Revenues received in the form of rental payments as well as monetary assets from the sale of rights to conclude land lease contract for lands being at disposal of the State (except land plots of Federal Autonomous Territories)"".

c. Amend clause 5.5 of the Contract to read as follows: 

"The Lessee shall make rental payments in instalments, equal to 1/12 of the annual rental payment specified in clause 5.1 of the Contract on a monthly basis before the tenth day of the current month".


Rental payment under the Contract:

1,284,087 (one million, two hundred and eighty-four thousand, eighty-seven) rubles and 16 kopecks (VAT excluded) per month.

In this case the rental payment:

- is determined on the basis of cadastral value of a land plot and calculated to the amount of 1.5 per cent of the specified cadastral value for land plots limited in circulation as these land plots are provided for operation of hydro facilities;

- subject to change in connection with change of cadastral value of a land plot;

- subject to recalculation as of January 1 of the year following the year when the cadastral value of a land plot was changed.

 

1.3. Specify that the price (monetary value) of rental payment for a land plot with total area of 82.6 ha under a land Sublease Contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) (hereinafter referred to as the Sublease Contract) in accordance with the Contract and Agreements as of the date of this Sublease Contract conclusion amounts to 1,284,087 (one million, two hundred and eighty-four thousand, eighty-seven) rubles 16 kopeks (VAT - 18 per cent excluded) per month, in this case the rental payment may be changed in the following cases: 

- if the regulatory legislation of the Russian Federation defining the calculation procedure, order and conditions for rental payment are amended, 

- transfer of a land plot from one land category to another one or amendment of its permitted kind of use.

If the payment total under the mentioned Contract and Agreement exceeds two per cent of the balance sheet assets of JSC RusHydro, then the General shareholders' meeting of JSC RusHydro shall approve this agreement.

 

1.4. Approve the Sublease Contract as an interested-party transaction on the following essential conditions:

Parties to Sublease Contract:

Lessee - JSC RusHydro

Sub-lessee - JSC Irkutskenergo

Sub-leased property:

A land plot with total area of 82.6 ha from inhabited lands with the following cadastral number: 38:36:0:0022, address: Irkutsk Region, Irkutsk, Sverdlovsky District (hereinafter referred to as the land plot).

This land plot is owned by the Russian Federation and belongs to the Lessee by right of possession and use pursuant to the Contract.

Permitted use of the land plot: for the existing hydropower plant and water area adjoining to the dam site within the boundaries specified in the cadastral extract for the land plot No. 3800/601/10-144244 dated 06.09.2010, attached to the Sublease Contract.

Subject of Sublease Contract:

The Lessee transferred and the Sub-lessee accepted the land plot.

Rental payment under the Sublease Contract:

The amount of rental payment under the Sublease Contract equals 1,284,087 (one million, two hundred and eighty-four thousand, eighty-seven) rubles and 16 kopecks (VAT - 18 per cent excluded) per month.

Rental payment under the Sublease Contract may be changed in the following cases:

- if the regulatory legislation of the Russian Federation defining the calculation procedure, order and conditions for rental payment are amended, 

- transfer of a land plot from one land category to another one or amendment of its permitted kind of use.

 

2.1. Specify that the price (monetary value) of rental payment for a land plot with total area of 164.14 ha under Supplementary Agreement No. 1 (hereinafter referred to as the Agreement) to the Land lease contract No. 634 dated 01.12.2007 concluded between the Territorial Administration of the Federal Agency for State-Owned Property Management in the Irkutsk Region (TA of the Federal Agency for State Property Management in the Irkutsk Region) and Irkutsk Open Joint Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) (hereinafter referred to as the Contract) as of the date of contract conclusion amounts to 1,166,522 (one million, one hundred and sixty-six thousand, five hundred and twenty-two) rubles and 46 kopeks (VAT excluded) per month, in this case the rental payment: 

- is determined on the basis of cadastral value of a land plot and calculated to the amount of 1.5 per cent of the specified cadastral value for land plots limited in circulation as these land plots are provided for operation of hydro facilities[3];

- subject to change in connection with change of cadastral value of a land plot[4];

- subject to recalculation as of January 1 of the year following the year when the cadastral value of a land plot was changed.

If the total amount of payments under the mentioned Contract and Agreement exceeds two per cent of the balance sheet assets of JSC RusHydro, then the General shareholders' meeting of JSC RusHydro shall approve this agreement.

 

2.2. Approve the Agreement as an interested party transaction on the following essential terms:

Agreement Parties:

Lessor - TA of the Federal Agency for State Property Management in the Irkutsk region

Lessee - JSC Irkutskenergo

Lessee 1 - JSC RusHydro

Leased property:

A land plot with total area of 164.14 ha from inhabited lands with the following cadastral number: 38:34:021001:0002, address: Irkutsk Region, Bratsk, property of the Russian Federation.

Subject of Contract:

1. Lessor shall transfer and Lessee 1 shall accept the Lessee's rights and obligations under the Contract. 

2. The rights and obligations under this Contract shall be transferred (passed) from the Lessor to Lessee-1 in the full scope and subject to conditions provided for by this Contract and Agreement.

3. Amending the Contract:

a. Amend clause 5.2 of the Contract to read as follows:

"The rental payment is determined on the basis of cadastral value and calculated to the amount of 1.5 per cent of the specified cadastral value for land plots limited in circulation as these land plots are provided for operation of hydro facilities.

The rental payment changes in connection with change of cadastral value of a land plot. In this case the rental payment is subject to recalculation as of January 1 of the year following the year when the cadastral value of a land plot was changed.

If the regulatory legislation of the Russian Federation that define the calculation procedure for rental payment are amended then the procedure, amount and conditions of rental payment are defined in accordance with the mentioned regulatory legal acts".

b. Amend clause 5.4 of the Contract to read as follows:

"The Lessee shall transfer rental payments to: the Federal Treasury Administration in the Irkutsk Region (Territorial Administration of the Federal Agency for State-Owned Property Management in the Irkutsk Region), INN 3808214087, KPP 380801001, OKATO 25401000000 in the Main Financial Settlements Centre of the Bank of Russia in the Irkutsk region, Irkutsk, BIK 042520001, account 40101810900000010001, code 167 1 11 05021 01 0000 120 "Revenues received in the form of rental payments as well as monetary assets from the sale of rights to conclude land lease contract for lands being at disposal of the State (except land plots of the federal autonomous territories)"".

c. Amend clause 5.5 of the Contract to read as follows: 

"The Lessee shall make rental payments in installments, equal to 1/12 of the annual rental payment specified in clause 5.1 of the Contract on a monthly basis before the tenth day of the current month".

Rental payment under the Contract:

1,166, 522 (one million, one hundred and sixty-six thousand, five hundred and twenty-two) rubles and 46 kopeks (VAT excluded) per month.

In this case the rental payment:

- is determined on the basis of cadastral value of a land plot and calculated to the amount of 1.5 per cent of the specified cadastral value for land plots limited in circulation as these land plots are provided for operation of hydro facilities;

- subject to change in connection with change of cadastral value of a land plot;

- subject to recalculation as of January 1 of the year following the year when the cadastral value of a land plot was changed.

 

2.3. Specify that the price (monetary value) of rental payment for a land plot with total area of 164,14 ha under a land Sublease Contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) (hereinafter referred to as the Sublease Contract) in accordance with the Contract and Agreements as of the date of this Sublease Contract conclusion amounts to 1,166,522 (one million, one hundred and sixty-six thousand, five hundred and twenty-two) rubles and 46 kopeks (VAT - 18 per cent excluded) per month as a minimum, in this case the rental payment may be changed in the following cases:

- if the regulatory legislation of the Russian Federation defining the calculation procedure, order and conditions for rental payment are amended, 

- transfer of a land plot from one land category to another one or amendment of its permitted kind of use.

 

2.4.   Approve the Sublease Contract as an interested-party transaction on the following essential conditions:

Parties to Sublease Contract:

Lessee - JSC RusHydro

Sub-lessee - JSC Irkutskenergo

Sub-leased property:

A land plot with total area of 164.14 ha from inhabited lands with the following cadastral number: 38:34:021001:0002, address: Irkutsk Region, Bratsk, (hereinafter referred to as the land plot).

This land plot is owned by the Russian Federation and belongs to the Lessee by right of possession and use pursuant to the Contract.

Permitted use of the land plot: for the Bratsk hydropower cluster with sewage header within the boundaries specified in the cadastral extract for the land plot No. 3800/601/10-161307 dated 07.10.2010, attached to the Sublease Contract.

Subject of Sublease Contract:

The Lessee transferred and the Sub-lessee accepted the land plot.

 

Rental payment under the Sublease Contract:

The amount of rental payment under the Sublease Contract equals 1,166,522 (one million, one hundred and sixty-six thousand, five hundred and twenty-two) rubles 46 kopecks (VAT - 18 per cent excluded) per month as a minimum.

Rental payment under the Sublease Contract may be changed in the following cases:

- if the regulatory legislation of the Russian Federation defining the calculation procedure, order and conditions for rental payment are amended, 

- transfer of a land plot from one land category to another one or amendment of its permitted kind of use.

If the total amount of payments under the mentioned Contract and Agreement exceeds 2 per cent of the balance sheet assets of JSC RusHydro, then the General shareholders' meeting of JSC RusHydro shall approve this agreement.

 

Voting results:

"For" - 10 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Polyboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal law on Joint-Stock companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, uninterested in the settlement of the transaction.

When drawing up the results of voting on this matter, the votes of members of the Board of Directors of JSC RusHydro E. V. Dod, B. Yu. Kovalchuk and R. R. Sharipov are not taken into account, as in compliance with Article 81 of the Federal law on Joint-Stock companies, as they are regarded to be transaction interested parties, for they are members of the Board of Directors of JSC Irkutskenergo.

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, the member of the Board of Directors E. V. Dod is recognised as a dependent director, for he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.

 

Matter 2: Determination of JSC RusHydro's (JSC RusHydro's representatives) position on the agenda items handled by the management bodies of business entities' subsidiaries and affiliates.

2.1. Determination of company's (company's representatives) opinion regarding the meeting agenda matters of the Board of Directors of JSC Geotherm: Transactions conducted by JSC Geotherm (including acquisition, disposal, pledging or any other encumbrance by conducting one or several related transactions) with shares and interests of SA's subsidiaries and affiliates engaging in production, transfer, dispatching, distribution and sales of electricity and thermal power.

 

Decision:

Instruct representatives of JSC RusHydro in the Board of Directors of JSC Geotherm regarding the agenda item of the company's Board of Directors: Vote "FOR" the following decision On transactions conducted by JSC Geotherm (including acquisition, disposal, pledging or any other encumbrance by conducting one or several related transactions) with shares and interests of SA's subsidiaries and affiliates engaging in production, transfer, dispatching, distribution and sales of electricity and thermal power.

Approve participation of JSC Geotherm in JSC OP Verchne-Mutnovskaya GeoPP by purchasing shares on the following essential terms:

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

- number of acquired shares: 11,631,886 (eleven million, six hundred and thirty-one thousand, eight hundred and eighty-six) items.

- seller: Konstantin Olegovich Povarov;

- Share acquisition price - 1,700,000 (one million, seven hundred thousand) rubles;

- method of share payment - monetary assets;

- JSC Geotherm's share in the authorised capital of JSC OP Verchne-Mutnovskaya GeoPP before share acquisition is 47.77 % per cent; JSC Geotherm's share in the authorised capital of JSC OP Verchne-Mutnovskaya GeoPP after share acquisition is 51.96 per cent.

 

Voting results:

"For" - 13 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 3: Loan raising and making transactions in foreign currency by JSC RusHydro.

 

Decision:

Approve conclusion of a credit agreement (hereinafter referred to as the Credit Agreement) concluded by the company under a guarantee of export credit agency Oesterreichische Kontrollbank AG (hereinafter referred to as ОeKB) on the following essential terms:

 

Parties to Agreement

 

Borrower

JSC RusHydro

Creditor

UniCredit Bank Austria AG

 

Subject of Agreement

The Creditor shall provide the Borrower with monetary assets to the amount of 130,000,000 (one hundred and thirty million) euro (hereinafter referred to as the credit sum) on terms and conditions provided for by the Loan agreement and the Borrower shall return the provided monetary assets and pay interest attached to this credit.

Final credit maturity term

15.5 years from the date the Borrower receives the first part of the credit sum.

Purpose of credit raising

Financing the import part of the first stage of the Contract for modernisation of hydro turbines at the Saratovskaya HPP concluded with Voith Hydro GmbH & Co KG No. СР-0-177-2011 dated 17.06.2011 as well as paying a fee for OeKB's guarantee.

Security

Guarantee provided by OeKB in favour of the Creditor.

Rate of interest

To be selected by the Borrower from the three alternative options:

Option 1

(floating rate)

6 month EURIBOR + 0,85 per cent per annum.

Option 2

(Austrian optional scheme)

Interest is charged to:

╖  10 per cent of the Loan amount at a floating rate to be published by OeKB and to be decreased by 0.25 per cent per annum.

╖  90 per cent of the Loan amount at a fixed rate to be published by OeKB and to be decreased by 0.25 per cent per annum.


Option 3

(fixed rate)

3.45 per cent per annum.

Credit line opening fee

0.30 per cent of the credit sum as maximum.

Commitment fee

0.25 per cent of the undrawn credit sum per annum.

 

Voting results:

"For" - 13 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 4: Determination JSC RusHydro's procurement policy.

4.1. Approval of the Provision on the procedure of performing scheduled purchase of products for the needs of JSC RusHydro.

 

Decision:

1. Announce the Provision on the procedure of performing scheduled purchase of products for the needs of JSC RusHydro approved by a decision of the Company's Board of directors (minutes No. 109 of 15.10.2010) invalid.

2. Approve of the Provision on the procedure of performing scheduled purchase of products for the needs of JSC RusHydro (Appendix 6).

 

Voting results:

"For" - 12 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 1 (V.Yu. Lebedev).

"Abstained" - 0.

 

Decision made.

 

4.2. Approving the Procedure for the establishment of advantages in favour of certain groups of suppliers/contractors during competitive procurement of products for JSC RusHydro's needs.

 

Decision:

Approve the Procedure for the establishment of advantages in favour of certain groups of suppliers/contractors during competitive procurement of products for JSC RusHydro's needs (Appendix 7).

 

Voting results:

"For" - 11 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 1 (V. Yu. Lebedev).

"Abstained" - 1 (R. R. Sharipov).

 

Decision made.

 

Matter 5: Approval of the report on implementation of key performance indicators for the third quarter of 2011.

 

Decision:

Approve the report on implementation of key performance indicators of JSC RusHydro for the third quarter of 2011 (Appendix 8).

 

Voting results:

"For" - 13 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 6: Approval of the company's officer who will exercise control over compliance with the requirements of the legislation of the Russian Federation on insider information and the Provision on insider information of JSC RusHydro.

 

Decision:

Approve a member of the company's Board of Directors E. E. Gorev to be the company's officer who will exercise control over compliance with the requirements of the legislation of the Russian Federation on insider information and the Provision on insider information of JSC RusHydro.

 

Voting results:

"For" - 13 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

 


Chairman of the Board of Directors                                                V. V. Tatsy

 

Corporate Secretary                                                                    M. M. Lukyanova



[1] Clause 2, article 3 of the Federal law dated 25.10.2001 No. 137-FL, resolution of the Government of the Russian Federation dated 16.07.2009 No. 582.

[2] State cadastral valuation of land plots is carried out once in five years as minimum in accordance with clause 3 of the Regulations of the Government of the Russian Federation, dated 08.04.2000 No. 316 (ed. 30.06.2010) On the Approval of Regulations for Calculating Cadastral Land Value.

[3] Clause 2, Article 3 of the Federal law dated 25.10.2001 No. 137-FL, resolution of the Government of the Russian Federation dated 16.07.2009 No. 582.

[4] State cadastral valuation of land plots is carried out once in five years as minimum in accordance with clause 3 of the Regulations of the Government of the Russian Federation, dated 08.04.2000 No. 316 (ed. 30.06.2010) On the Approval of Regulations for Calculating Cadastral Land Value.

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