Minutes of 21.10.2011 №136

MINUTES No. 136

OF THE BOARD OF DIRECTORS MEETING

 

 

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

  October 18, 2011, 6.00 p.m.

  (Moscow time).

The minutes dated:

  October 21, 2011.

 

Form of vote:

  Absentee voting

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,

 

  V. V. Kudryavy,

 

  G. M. Kurtser,

  V. Yu. Lebedev,

 

  A. B. Malyshev,

 

  M. I. Poluboyarinov,

  V. V. Tatsy,

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

2. Introduction of amendments and supplements to the Register of Non-core assets of JSC RusHydro.

3. Approval of JSC RusHydro's internal documents: Approval of the assessment and calculation method for key performance indicators "Cost cutting for purchasing goods (works, services) per product unit".

 

 

RESULTS OF VOTING ON AGENDA:

 

Matter 1: Determination of JSC RusHydro's position (JSC RusHydro's representatives) on the agenda matters handled by the management bodies of business entities' subsidiaries and affiliates:

 

1.1. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Nizhne-Bureyskaya HPP:

Determination of quantity, par value and category (type) of JSC Nizhne-Bureyskaya HPP's declared shares and the rights attached to these shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Nizhne-Bureyskaya HPP to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 5,400,000,000 (five billion, four hundred million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 5,400,000,000 (five billion, four hundred million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.2. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Nizhne-Bureyskaya HPP.

An increase of the authorised capital of JSC Nizhne-Bureyskaya HPP by way of placing additional shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Nizhne-Bureyskaya HPP to vote "FOR" the following decision making in relation to an increase of JSC Nizhne-Bureyskaya HPP's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC Nizhne-Bureyskaya HPP by placing additional ordinary registered shares to the amount of 5,400,000,000 (five billion, four hundred million) items with nominal value of 1 (one) ruble each for the total amount of 5,400,000,000 (five billion, four hundred million) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of JSC Nizhne-Bureyskaya HPP in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to JSC Nizhne-Bureyskaya HPP;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

1.3. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Geotherm:

Determination of quantity, par value and category (type) of JSC Geotherm's declared shares and the rights attached to these shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Geotherm to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 1,600,000,000 (one billion six hundred million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 1,600,000,000 (one billion six hundred million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 1 (V. Yu. Lebedev).

"Abstained" - 0.

 

Decision made.

 

1.4. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Geotherm:

An increase of the authorised capital of JSC Geotherm by way of placing additional shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Geotherm to vote "FOR" the following decision making in relation to an increase of JSC Geotherm's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC Geotherm by placing additional ordinary registered shares to the amount of 1,600,000,000 (one billion six hundred million) pieces with nominal value of 1 (one) ruble each for the total amount of 1,600,000,000 (one billion, six hundred million) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of JSC Geotherm in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to JSC Geotherm;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 1 (V. Yu. Lebedev).

"Abstained" - 0.

 

Decision made.

 

1.5. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Hydroinvest:

Determination of quantity, par value and category (type) of JSC Hydroinvest's declared shares and the rights attached to these shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Hydroinvest to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 1,070,000,000 (one billion, seventy million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 1,070,000,000 (one billion seventy million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.6. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Hydroinvest:

An increase of the authorised capital of JSC Hydroinvest by way of placing additional shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Hydroinvest to vote "FOR" the following decision making in relation to an increase of JSC Hydroinvest's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC Hydroinvest by placing additional ordinary registered shares to the amount of 1,070,000,000 (one billion, seventy million) items with nominal value of 1 (one) ruble each for the total amount of 1,070,000,000 (one billion, seventy million) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of JSC Hydroinvest in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to the Issuer;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.7. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Zagorskaya PSHPP-2:

Determination of quantity, nominal value and category (type) of the shares declared by JSC Zagorskaya PSHPP-2 and the rights attached to these shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Zagorskaya PSHPP-2 to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 46,200,000,000 (forty-six billion, two hundred million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 46,200,000,000 (forty-six billion, two hundred million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev).

 

Decision made.

 

1.8. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Zagorskaya PSHPP-2:

An increase of the authorised capital of JSC Zagorskaya PSHPP-2 by way of placing additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Zagorskaya PSHPP-2 to vote "FOR" the following decision making in relation to an increase of JSC Zagorskaya PSHPP-2's authorised capital by offering additional shares:

- increase the authorised capital of JSC Zagorskaya PSHPP-2 by placing additional ordinary registered shares to the amount of 46,200,000,000 (forty-six billion two hundred million) pieces with nominal value of 1 (one) ruble each for the total amount of 46,200,000,000 (forty-six billion, two hundred million) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of JSC Zagorskaya PSHPP-2 in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to JSC Zagorskaya PSHPP-2;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev).

 

Decision made.

 

1.9. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Renewable Energy Engineering Centre:

Determination of quantity, par value and category (type) of JSC Renewable Energy Engineering Centre's declared shares and the rights attached to these shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Renewable Energy Engineering Centre to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 8,500,000 (eight million, five hundred thousand) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 8,500,000 (eight million, five hundred thousand) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.10. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Renewable Energy Engineering Centre:

An increase of the authorised capital of JSC Renewable Energy Engineering Centre by way of placing additional shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Renewable Energy Engineering Centre to vote "FOR" the following decision making in relation to an increase of JSC Renewable Energy Engineering Centre's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC Renewable Energy Engineering Centre by placing additional ordinary registered shares to the amount of 8,500,000 (eight million, five hundred thousand) pieces with nominal value of 1 (one) ruble each for the total amount of 8,500,000 (eight million, five hundred thousand) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of JSC Renewable Energy Engineering Centre in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to the JSC Renewable Energy Engineering Centre;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.11. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of CJSC Malaya Dmitrovka:

Determination of quantity, nominal value and category (type) of CJSC Malaya Dmitrovka's declared shares and the rights attached to these shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of CJSC Malaya Dmitrovka to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 1,260,000,000 (one billion two hundred and sixty million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 1,260,000,000 (one billion two hundred and sixty million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

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

"Abstained" - 0.

 

Decision made.

 

1.12. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of CJSC Malaya Dmitrovka:

An increase of the authorised capital of CJSC Malaya Dmitrovka by way of placing additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of CJSC Malaya Dmitrovka to vote "FOR" the following decision making in relation to 
an increase of CJSC Malaya Dmitrovka's authorised capital by way of placing additional shares:

- increase the authorised capital of CJSC Malaya Dmitrovka by placing additional ordinary registered shares to the amount of 1,260,000,000 (one billion, two hundred and sixty million) items with nominal value of 1 (one) ruble each for the total amount of 1,260,000,000 (one billion, two hundred and sixty million) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of CJSC Malaya Dmitrovka in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to CJSC Malaya Dmitrovka;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

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

"Abstained" - 0.

 

Decision made.

 

1.13. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Scientific and Research Institute of Energy Structures:

Determination of quantity, par value and category (type) of JSC Scientific and Research Institute of Energy Structures' declared shares and the rights attached to these shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Scientific and Research Institute of Energy Structures to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 6,490,000,000 (six billion, four hundred and ninety million) ordinary registered shares with the face value of 50 (fifty) kopecks per share to the amount of 3,245,000,000 (three billion, two hundred and forty-five million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

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

 

Decision made.

 

1.14. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Scientific and Research Institute of Energy Structures:

An increase of the authorised capital of JSC Scientific and Research Institute of Energy Structures by way of placing additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Scientific and Research Institute of Energy Structures to vote "FOR" making the following decision in relation to an increase of the authorized capital of JSC Scientific and Research Institute of Energy Structures by means of placing additional shares:

- increase the authorised capital of JSC Scientific and Research Institute of Energy Structures by placing additional ordinary registered shares to the amount of 6,490,000,000 (six billion, four hundred and ninety million) items with nominal value of 50 (fifty) kopecks each for the total amount of 3,245,000,000 (three billion, two hundred and forty-five million) rubles;

- method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

- additional shares are placed at a price determined by the Board of Directors of JSC Scientific and Research Institute of Energy Structures in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to the JSC Scientific and Research Institute of Energy Structures;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

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

 

Decision made.

 

1.15. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Sulakskiy HydroCascade:

Determination of quantity, par value and category (type) of JSC Sulakskiy HydroCascade's declared shares and the rights attached to these shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Sulakskiy HydroCascade to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 9,000,000,000 (nine billion) ordinary registered shares with the nominal value of 1 (one) ruble per share to the total amount of 9,000,000,000 (nine billion) rubles (declared shares) in addition to the shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.16. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC Sulakskiy HydroCascade:

An increase of the authorised capital of JSC Sulakskiy HydroCascade by way of placing additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC Sulakskiy HydroCascade to vote "FOR" the following decision making in relation to an increase of JSC Sulakskiy HydroCascade's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC Sulakskiy HydroCascade by offering additional ordinary registered shares to the amount of 9,000,000,000 (nine billion) shares with nominal value of 1 (one) ruble each for the total amount of 9,000,000,000 (nine billion) rubles;

method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

additional shares are placed at a price determined by the Board of Directors of JSC Sulakskiy HydroCascade in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to JSC Sulakskiy HydroCascade;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

1.17. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC SSHPP SSC:

Determination of quantity, par value and category (type) of JSC SSHPP SSC's declared shares and the rights attached to these shares.

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC SSHPP SSC to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 460,000,000 (four hundred and sixty million) ordinary registered shares with the nominal value of 1 (one) ruble per share to the total amount of 460,000,000 (four hundred and sixty million) rubles (declared shares) in addition to the shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.18. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC SSHPP SSC:

An increase of the authorised capital of JSC SSHPP SSC by way of placing additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC SSHPP SSC to vote "FOR" the following decision making in relation to an increase of JSC SSHPP SSC's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC SSHPP SSC by placing additional ordinary registered shares to the sum of 460,000,000 (four hundred and sixty million) items with nominal value of one ruble each for the total amount of 460,000,000 (four hundred and sixty million) rubles;

method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

additional shares are placed at a price determined by the Board of Directors of JSC SSHPP SSC in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to JSC SSHPP SSC;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

1.19. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC ESC RusHydro:

Determination of quantity, par value and category (type) of JSC ESC RusHydro's declared shares and the rights attached to these shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC ESC RusHydro to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 8,970,000,000 (eight billion, nine hundred and seventy million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 8,970,000,000 (eight billion, nine hundred and seventy million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

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

"Abstained" - 0.

 

Decision made.

 

1.20. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC ESC RusHydro:

An increase of the authorised capital of JSC ESC RusHydro by way of placing additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC ESC RusHydro to vote "FOR" the following decision making in relation to an increase of JSC ESC RusHydro's authorised capital by way of placing additional shares:

Increase the authorised of JSC ESC RusHydro capital by placing additional ordinary registered shares to the number of 8,970,000,000 (eight billion, nine hundred and seventy million) shares with the nominal value 1 (one) ruble per share to the total amount at the nominal value of 8,970,000,000 (eight billion, nine hundred and seventy million) rubles.

Method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

Additional shares are placed at a price determined by the Board of Directors of JSC ESC RusHydro in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

The form of share payment is monetary assets with a possibility to pay by means of offsetting monetary claims to JSC ESC RusHydro.

 

Voting results:

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

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

"Abstained" - 0.

 

Decision made.

 

1.21. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC South Yakutia HGC:

Determination of quantity, par value and category (type) of JSC South Yakutia HGC's declared shares and the rights attached to these shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC South Yakutia HGC to vote "FOR" making the following decision in relation to the determination of quantity, par value, category (type) of the company's declared shares and rights attached to these shares:

Decide that the company shall have the right to place 4,600,000,000 (four billion, six hundred million) ordinary registered shares with the face value of 1 (one) ruble per share to the amount of 4,600,000,000 (four billion, six hundred million) rubles (declared shares) in addition to those shares already placed.

Ordinary registered shares declared for placement by the company provide their holders with the rights stipulated under clause 6.2 of the Article 6 of the Articles of Association.

 

Voting results:

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

"Against" - 0.

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

 

Decision made.

 

1.22. Determination of the company's position (company's representatives) on the agenda matters handled by the management bodies of JSC South Yakutia HGC:

An increase of the authorised capital of JSC South Yakutia HGC by way of offering additional shares.

 

Decision:

Instruct JSC RusHydro's representatives in the management bodies of JSC South Yakutia HGC to vote "FOR" the following decision making in relation to an increase of JSC South Yakutia HGC's authorised capital by way of placing additional shares:

- increase the authorised capital of JSC South Yakutia HGC by placing additional ordinary registered shares to the amount of 4,600,000,000 (four billion six hundred million) pieces with nominal value of 1 (one) ruble each for the total amount of 4,600,000,000 (four billion, six hundred million) rubles;

method of placement - private subscription, group of persons among which supplementary shares are assumed to be placed - JSC RusHydro;

additional shares are placed at a price determined by the Board of Directors of JSC South Yakutia HGC in accordance with articles 36, 77 of the Federal Law On Joint-Stock Companies but not less than their nominal value;

- form of payment for shares - monetary assets with a possibility to pay by means of offsetting monetary claims to JSC South Yakutia HGC;

- procedure for share payment - the shares shall be paid at their placement in full.

 

Voting results:

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

"Against" - 0.

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

 

Decision made.

 

1.23. Determination of the company's position (company's representatives) on the agenda matters of the management bodies of subsidiaries and affiliates (hereinafter referred to as SA).

Reorganisation of JSC Gidroremont-VKK by way of take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP by JSC Gidroremont-VKK;

Determination of quantity, par value and category (type) of JSC Gidroremont-VKK's declared shares and the rights attached to these shares.

An increase of the authorised capital of JSC Gidroremont-VKK;

Reorganization of JSC Turboremont-VKK by way of take-over by JSC Gidroremont-VKK;

Reorganization of JSC Elektroremont-VKK by way of take-over by JSC Gidroremont-VKK;

Reorganization of JSC REMIK by way of take-over by JSC Gidroremont-VKK;

Reorganization of JSC SShHPP by way of take-over by JSC Gidroremont-VKK.

Decision:

1. Instruct JSC RusHydro's representatives at JSC Gidroremont-VKK's General Shareholders' Meeting devoted to Reorganisation of JSC Gidroremont-VKK by way of take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, JSC SShHPP by JSC Gidroremont-VKK to vote "FOR" the following decision:

1.1. Reorganise JSC Gidroremont-VKK by way of take-over of the following Joint-Stock companies by JSC Gidroremont-VKK: JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, JSC SShHPP.

1.2. Approve the Deed of Take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP by JSC Gidroremont-VKK (Appendix 1).

2. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC Gidroremont-VKK to vote "FOR" making the following decision in relation to the determination of quantity, nominal value, category (type) of the company's declared shares and rights attached to these shares:

1) decide that JSC Gidroremont-VKK shall have the right to place 40,000 (forty thousand) ordinary registered shares with the face value of 10 (ten) rubles per share to the amount of 400,000 (four hundred thousand) rubles (declared shares) in addition to those shares already placed;

2) ordinary registered shares declared by JSC Gidroremont-VKK to be released provide their holders with rights stipulated in clause 6.2. of JSC Gidroremont-VKK's Articles of Association.

3. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC Gidroremont-VKK to vote "FOR" the following decision in relation to the increase of the authorised capital of JSC Gidroremont-VKK:

3.1. Increase the authorised capital of JSC Gidroremont-VKK by placing additional ordinary registered shares to the amount of 38,505 (thirty-eight thousand, five hundred and five) shares with nominal value of 10 (ten) rubles each for the total amount of 385,050 (three hundred and eighty-five thousand and fifty) rubles;

3.2. Method of placement - conversion of shares of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP into shares of JSC Gidroremont-VKK;

3.3. Conversion rates:

The ratio of conversion to 1 (one) ordinary registered share of JSC Gidroremont-VKK by par value of 10 (ten) rubles is 51,266.67 / 56,866.67 ordinary registered shares of JSC Turboremont-VKK by par value of 10 (ten) rubles;

The ratio of conversion to 1 (one) ordinary registered share of JSC Gidroremont-VKK by par value of 10 (ten) rubles is 51,266.67 / 20,600 ordinary registered shares of JSC Elektroremont-VKK by par value of 10 (ten) rubles;

The ratio of conversion to 1 (one) ordinary registered share of JSC Gidroremont-VKK by par value of 10 (ten) rubles is 51,266.67 / 62,158.47 ordinary registered shares of JSC REMIK by par value of 205 (two hundred and five) rubles;

The ratio of conversion to 1 (one) ordinary registered share of JSC Gidroremont-VKK by par value of 10 (ten) rubles is 51,266.67 / 42.17 ordinary registered shares of JSC SShHPP by par value of 1 (one) ruble;

WWhen calculating a number of shares of JSC Gidroremont-VKK which shall be received by a shareholder of the merged company as a result of conversion, a calculated number of shares of any shareholder is fractional this number of shares shall be rounded off to a whole number of shares placed during conversion. Fractional numbers of shares are rounded-off in accordance with mathematic round-off rules. The mathematical rounding rules shall be understood to mean a round-off method, which does not change the value of a whole share (whole shares) if the first figure located after the rounded off one is within a range of 0 to 4, and it increases per unit if the following figure is within a range of 5 to 9. In case after rounding any shareholder obtains no share, this shareholder shall obtain one share of JSC Gidroremont-VKK of an appropriate category.

4. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC Turboremont-VKK to vote "FOR" the following decision in relation to reorganisation of JSC Turboremont-VKK:

4.1. Reorganise JSC Turboremont-VKK by way of take-over by JSC Gidroremont-VKK.

4.2. Approve the Deed of take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP by JSC Gidroremont-VKK (Appendix 1).

4.3.     Approve a Transfer Act of JSC Turboremont-VKK (Appendix 2).

5. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC Elektroremont-VKK to vote "FOR" the following decision in relation to reorganisation of JSC Elektroremont-VKK.

5.1. Reorganise JSC Elektroremont-VKK by way of take-over by JSC Gidroremont-VKK.

5.2. Approve the Deed of Take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP by JSC Gidroremont-VKK (Appendix 1).

5.3. Approve a Transfer Act of JSC Elektroremont-VKK (Appendix 3).

6. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC REMIK to vote "FOR" the following decision in relation to reorganisation of JSC REMIK:

6.1. Reorganise JSC REMIK by way of take-over by JSC Gidroremont-VKK.

6.2. Approve the Deed of take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP by JSC Gidroremont-VKK (Appendix 1).

6.3.Approve a Transfer Act of JSC REMIK (Appendix 4).

7. Instruct JSC RusHydro's representatives in the General Shareholders' Meeting of JSC SShHPP to vote "FOR" the following decision in relation to reorganisation of JSC SShHPP:

7.1. Reorganise JSC SShHPP by way of take-over by JSC Gidroremont-VKK.

7.2. Approve the Deed of take-over of JSC Turboremont-VKK, JSC Elektroremont-VKK, JSC REMIK, and JSC SShHPP by JSC Gidroremont-VKK (Appendix 1).

7.3. Approve a Transfer Act of JSC SShHPP (Appendix 5).

 

Voting results:

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

"Against" - 0.

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

 

Decision made.

 

Matter 2: Introduction of amendments and supplements to the Register of non-core assets of JSC RusHydro.

 

Decision:

Include amendments and supplements to the Register of non-core assets of the company in accordance with Appendix 6.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 3: Approval of JSC RusHydro's internal documents: Approval of the assessment and calculation method for key performance indicators "Cost cutting for purchasing goods (works, services) per product unit".

 

Decision:

1. Approve the assessment and calculation method for key performance indicators "Cost cutting for purchasing goods (works, services) per product unit" (Appendix 7).

2. Instruct JSC RusHydro's Management Board to develop a procedure of target price calculation for purchased goods (works, services) which are to be used for procurement activities and estimation of KPI "Cost cutting for purchasing goods (works, services) per product unit" and to submit it to the company's Board of Directors for approval by 15.12.2011.

 

Voting results:

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

"Against" - 0.

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

 

Decision made.

 

 

 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                                  M. M. Lukyanova

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