Minutes of 11.11.2011 №138

MINUTES No. 138

OF THE BOARD OF DIRECTORS MEETING

 

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

  November 11, 2011, 6.00 p.m.

  (Moscow time).

The minutes dated:

  November 14, 2011.

 

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:

 

 

  V. I. Danilov-Danilyan,

 

  E. V. Dod,

 

  V. M. Zimin, 

 

  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. Participation of JSC RusHydro in other organisations, change of participation share (number of stocks, shares and interests), encumbrance of stocks and interests and termination of JSC RusHydro's participation in other organisations. 

2. Determination of maximum cost of services for audit of JSC RusHydro's accounting statements prepared in compliance with Russian accounting standards (RAS) for 2013-2014.

 

 

RESULTS OF VOTING ON AGENDA:

 

Matter 1: Participation of JSC RusHydro in other organisations, change of participation share (number of stocks, shares and interests), encumbrance of stocks and interests and termination of JSC RusHydro's participation in other organisations.

 

Decision:

1. Approve JSC RusHydro's participation (change of participation share) in JSC Boguchanskaya HPP, JSC Geotherm, JSC Zaramagskiye HPPs, JSC KamGEK, JSC Kolymaenergo, JSC Pavlodolskaya hydro-power plant, JSC Trest Hydromontazh, JSC Ust-Srednekanskaya HPP, JSC RAO Eastern Energy Systems, JSC DEK, JSC AK Yakutskenergo, JSC SEK by purchasing the following shares:

- ordinary and preferred registered shares of JSC Boguchanskaya HPP to the amount of 180,450,000 (one hundred and eighty million four hundred and fifty thousand) pieces at a price of 5.9462454973676 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Boguchanskaya HPP before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC Boguchanskaya HPP after share acquisition is 2.87 per cent.

 

- ordinary registered shares of JSC Geotherm to the amount of 6,300,000 (six million three hundred thousand) pieces at a price of 13.1746031746032 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Geotherm before share acquisition is 79.84 per cent; JSC RusHydro's share in the authorised capital of JSC Geotherm after share acquisition is 92.80 per cent.

 

- ordinary registered shares of JSC Zaramagskiye HPPs to the amount of 77,000 (seventy-seven thousand) pieces at a price of 0.0000129870129 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Zaramagskiye HPPs before share acquisition is 95.46 per cent; JSC RusHydro's share in the authorised capital of JSC Zaramagskiye HPPs after share acquisition is 98.35 per cent.

 

- ordinary registered shares of JSC KamGEK to the amount of 1,187,917,534 (one billion, one hundred and eighty-seven million, nine hundred and seventeen thousand, five hundred and thirty-four) items at a price of 0.4461589166171 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC KamGEK before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC KamGEK after share acquisition is 96.58 per cent.

 

- ordinary registered shares of JSC Kolymaenergo to the amount of 4,212,199,965 (four billion, two hundred and twelve million, one hundred and ninety-nine thousand, nine hundred and sixty-five) items at a price of 1.0208442229071 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Kolymaenergo before share acquisition is 64.27 per cent; JSC RusHydro's share in the authorised capital of JSC Kolymaenergo after share acquisition is 98.76 per cent.

 

- ordinary registered shares of JSC Pavlodolskaya hydro-power plant to the amount of 380,900 (three hundred and eighty thousand, nine hundred) items at a price of 39.3804148070360 rubles per share. 

JSC RusHydro's share in the authorised capital of JSC Pavlodolskaya hydro-power plant before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC Pavlodolskaya hydro-power plant after share acquisition is 100 per cent.

 

- ordinary and preferred registered shares of JSC Trest Hydromontazh to the amount of 97,052,500 (ninety-seven million, fifty-two thousand, five hundred) shares  at a price of 11.3340717652817 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Trest Hydromontazh before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC Trest Hydromontazh after share acquisition is 25.62 per cent.

 

- ordinary registered shares of JSC Ust-Srednekanskaya HPP to the amount of 5,642,166,600 (five billion six hundred and forty-two million one hundred and sixty-six thousand six hundred) pieces at a price of 1,3115530454084 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Ust-Srednekanskaya HPP before share acquisition is 4.28 per cent; JSC RusHydro's share in the authorised capital of JSC Ust-Srednekanskaya HPP after share acquisition is 41.48 per cent.

 

- ordinary registered shares and preferred registered shares of JSC RAO Eastern Energy Systems to the amount of 22,715,357,985 (twenty-two billion, seven hundred and fifteen million, three hundred and fifty-seven thousand, nine hundred and eighty-five) items at a price of 0.5199125634647 rubles per one ordinary share and 0.5199125634647 per one preferred share.  

JSC RusHydro's share in the authorised capital of JSC RAO Eastern Energy Systems before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC RAO Eastern Energy Systems after share acquisition is 52.68 per cent.

 

- ordinary registered shares of JSC DEK to the amount of 178,714,322 (one hundred and seventy-eight million, seven hundred and fourteen thousand, three hundred and twenty-two) items at a price of 0.2126298529112 rubles per share. 

JSC RusHydro's share in the authorised capital of JSC DEK before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC DEK after share acquisition is 1.04 per cent.

 

- ordinary registered shares and preferred registered shares of JSC AK Yakutskenergo to the amount of 143,121,820 (one hundred and forty-three million, one hundred and twenty-one thousand, eight hundred and twenty) items at a price of 0.6032273765104 rubles per share.

JSC RusHydro's share in the authorised capital of JSC AK Yakutskenergo before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC AK Yakutskenergo after share acquisition is 1.54 per cent.

 

- ordinary registered shares of JSC SEK to the amount of 1,029,000 (one million, twenty-nine thousand) pieces at a price of 722.0602526724980 rubles per share. 

JSC RusHydro's share in the authorised capital of JSC SEK before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC SEK after share acquisition is 19.36 per cent.

Deadline of acquiring block of shares of the Joint-Stock companies stated in this item is 01.11.2011.

2. Approve JSC RusHydro's participation in JSC Irkutskenergo by purchasing the following shares: 

- ordinary registered shares of JSC Irkutskenergo to the amount of 1,906,723,080 (one billion nine hundred and six million seven hundred and twenty-three thousand eighty) pieces at a price of 25.9591578793392 rubles per one share. 

JSC RusHydro's share in the authorised capital of JSC Irkutskenergo before share acquisition is 0 per cent; JSC RusHydro's share in the authorised capital of JSC Irkutskenergo after share acquisition is 40 per cent.

Ensure acquisition of JSC Irkutskenergo's shares from JSC INTER RAO UES by 30.11.2011.

3. Essential terms of shares acquisition (listed in item 1-2):

- share acquisition procedure - within additional issue through public offering of JSC RusHydro's ordinary shares approved by the annual General Meeting of JSC RusHydro's Shareholders (minutes No. 7 dated 04.07.2011); during enforcement of a pre-emptive right to purchase additional shares of the company by JSC RusHydro's shareholders in accordance with the procedure established in Articles 40 and 41 of the Federal Law on Joint-Stock Companies; and during implementation of the shareholders' rights stipulated in Article 84.1-84.10 of the Federal Law on Joint-Stock Companies;

- the offering price of one ordinary share of JSC RusHydro is 1.65 rubles. 

4. Decide that the company's share in the above stated companies after share acquisition in accordance with items 1 and 2 of the present decision shall be determined by results of enforcement of a pre-emptive right to purchase additional shares by shareholders in accordance with the procedure established in Articles 40 and 41 of the Federal Law on Joint-Stock Companies; and completion of the public offering of the placed shares of the company stipulated in Article 84.1 - 84.10 of the Federal Law on Joint-Stock Companies. 

 

Voting results:

"For" - 11 (V. I Danilov-Danilyan, E. V. Dod, V. M. Zimin, 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 2: Determination of maximum cost of services for audit of JSC RusHydro's accounting statements prepared in compliance with Russian accounting standards (RAS) for 2013-2014.

 

Decision:

 

1. Determine maximum cost of services for audit of JSC RusHydro's accounting statements in accordance with the Russian accounting standards for 2013 to the sum of 18,451,000 (eighteen million, four hundred and fifty-one thousand) rubles 0 kopecks, including VAT 2,814,559 (two million, eight hundred and fourteen thousand, five hundred and fifty nine) rubles 33 kopecks. 

2. Determine maximum cost of services for audit of JSC RusHydro's accounting statements in accordance with the Russian accounting standards for 2014 to the sum of 18,838,000 (eighteen million, eight hundred and thirty-eight, thousand) rubles 0 kopecks, including VAT 2,873,593 (two million, eight hundred and seventy-three thousand, five hundred and ninety-three) rubles 22 kopecks.

 

Voting results:

"For" - 11 (V. I Danilov-Danilyan, E. V. Dod, V. M. Zimin, 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

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