Minutes of 03.10.2011 №135

MINUTES No. 135

OF THE BOARD OF DIRECTORS MEETING


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

September 30, 2011, 6 p.m.

(Moscow time)

Minutes Dated:

October 3, 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,


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 Approving the company's transactions:

1.1 Approval of an agreement for technological information exchange concluded between JSC RusHydro and JSC FGC UES being an interested party transaction.

1.2 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

1.3 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

1.4 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

1.5 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

1.6 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

1.7 Approval of a contract concluded between JSC RusHydro and S. S. Beloborodov, member of the Board of Directors, which is an interested party transaction.

1.8 Approval of a contract concluded between JSC RusHydro and B. Yu. Kovalchuk, member of the Board of Directors, which is an interested party transaction.

1.9 Approval of a contract concluded between JSC RusHydro and V. V. Kudryavy, member of the Board of Directors, which is an interested party transaction.

1.10 Approval of a contract concluded between JSC RusHydro and G. M. Kurtser, member of the Board of Directors, which is an interested party transaction.

1.11 Approval of a contract concluded between JSC RusHydro and A. B. Malyshev, member of the Board of Directors, which is an interested party transaction.

1.12 Approval of a contract concluded between JSC RusHydro and V. V. Tatsy, member of the Board of Directors, which is an interested party transaction.

1.13 Approval of a contract concluded between JSC RusHydro and R. R. Sharipov, member of the Board of Directors, which is an interested party transaction.

1.14 Approval of a contract concluded between JSC RusHydro and S. V. Shishin, member of the Board of Directors, which is an interested party transaction.

2 Business priorities of the JSC RusHydro: costs cutting for purchasing goods (works, services).

 

RESULTS OF VOTING ON AGENDA:


Matter 1: Approving the company's transactions:


1.1 Approval of an Agreement for technological information exchange concluded between JSC RusHydro and JSC FGC UES being an interested party transaction.


Decision:


1 Agreement for technological information exchange between JSC RusHydro and JSC FGC UES (hereinafter referred to as Agreement) does not entail and cannot entail financial obligations, it is not related to property transfer (proprietary rights), therefore it is not necessary to determine the price of Agreement which is an interested party transaction.

2  To approve an Agreement as an interested party transaction under the following essential terms:

Agreement Parties:

JSC RusHydro;

JSC FGC UES.

Subject of the Agreement: determination of the procedure for interaction of the executive bodies of JSC RusHydro and JSC FGC UES, as well as procedure for interaction of operational services' employees(including operating and technological services, technological systems of JSC RusHydro's branches management (power plants) and JSC FGC UES branches (main power grid, and main power grid enterprise) relating to technological information exchange with the purpose to ensure reliable, safe and effective operation of a unified energy system of Russia.

Agreement validity term: 12 (twelve) months from the date of its signing by the Parties.

 

Voting results:

"For" - 10 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, M. I. Poly╜boyarinov, 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, votes of A. B. Malyshev, R. R. Sharipov, members of JSC RusHydro's Board of Directors and members of JSC FGC UES's Board of Directors, are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.


1.2. Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

 

Decision:

1  Determine a price (monetary value) of the services under the Сontract for advisory services in the form of a workshop on: Contractual Work in Energy Sector for the Contracts Advisers" to the sum of 12,000 (twelve thousand) rubles, VAT (18 per cent) included - 1,830 (one thousand eight hundred and thirty) rubles 51 kopecks.

2. To approve the Сontract for advisory services in the form of a workshop on: "Contractual Work in the Energy Sector for the Contracts' Advisers" (hereinafter referred to as the Сontract) as an interested party transaction under the following essential terms:

Parties to Contract:

"Customer" - JSC Irkutskenergo;

"Executor" - JSC RusHydro.

Subject of Contract: The Customer shall assign and pay, and the Executor shall render advisory services to arrange a workshop on: Contractual Work in the Energy Sector for the Contracts' Advisers.

Contract Price: cost of the services under the Сcontract is 12,000 (twelve thousand) rubles, VAT (18 per cent) included - 1,830 (one thousand, eight hundred and thirty) rubles 51 kopecks.

Effective Period of Contract: the Contract is effective until the Parties perform their duties in full. The Contract applies to actual relations between the Parties of the contract prior to its signing.

 

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, votes of E. V. Dod, B. Yu. Kovalchuk, R. R. Sharipov, members of JSC RusHydro's Board of Directors and members of JSC Irkutskenergo's Board of Directors, are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

Decision made.

 

1.3 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

 

Decision:

1 Determine a price (monetary value) of the services under the Contract for advisory services in the form of a workshop on: Vibration monitoring of the hydro-turbine equipment condition to the sum of 35,000 (thirty-five thousand) rubles, VAT (18 per cent) included - 5,338 (five thousand, three hundred and thirty-five) rubles 98 kopecks.

2 To approve the Contract for advisory services in the form of a workshop on: "Vibration monitoring of hydro-turbine equipment condition" (hereinafter referred to as the Contract) as an interested party transaction under the following essential terms:

Parties to Contract:

"Customer" - JSC Irkutskenergo;

"Executor" - JSC RusHydro.

Subject of Contract: the Customer shall assign and pay, and the Executor shall render advisory services to arrange a workshop on: Vibration monitoring of hydro-turbine equipment.

Contract Price: cost of the services under the Contract is 35,000 (thirty-five thousand) rubles, VAT (18 per cent) included - 5,338 (five thousand, three hundred and thirty-eight) rubles 98 kopecks.

Effective Period of Contract: the contract is effective until the Parties perform their duties in full. The Contract applies to actual relations between the Parties of the contract prior to its signing.

 

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, votes of E. V. Dod, B. Yu. Kovalchuk, R. R. Sharipov, members of JSC RusHydro's Board of Directors and members of JSC Irkutskenergo's Board of Directors, are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

Decision made.

 

1.4 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

 

Decision:

1  Determine a price (monetary value) of the services under the Contract for advisory services in the form of a workshop on: day-to-day management of HPP's main equipment modes (hydro-power units shift engineers) to the sum of 60,000 (sixty thousand) rubles, VAT (18 per cent) included - 9,152 (nine thousand, one hundred and fifty-two) rubles 54 kopecks.

2  To approve the Contract for advisory services in the form of a workshop on: "Day-to-day management of HPP's main equipment modes (hydro-power units shift engineers)" (hereinafter referred to as the contract) as an interested party transaction under the following essential terms:

Parties to Contract:

"Customer" - JSC Irkutskenergo;

"Executor" - JSC RusHydro.

Subject of Contract: the Customer shall assign and pay, and the Executor shall render advisory services to arrange a workshop on: day-to-day management of HPP's main equipment modes (hydro-power units shift engineers).

Contract Price: cost of services under the Contract is 60,000 (sixty thousand) rubles, VAT (18 per cent) included - 9,152 (nine thousand, one hundred and fifty-two) rubles 54 kopecks.

Effective Period of Contract: the Contract is effective until the Parties perform their duties in full. The Ccontract applies to actual relations between the Parties of the contract prior to its signing.

 

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, votes of E. V. Dod, B. Yu. Kovalchuk, R. R. Sharipov, members of JSC RusHydro's Board of Directors and members of JSC Irkutskenergo's Board of Directors, are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

 

Decision made.

 

1.5 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.


Decision:

1 Determine a price (monetary value) of the services under the Contract for advisory services in the form of a workshop on: Geodesic control of dam-foundation system condition to the sum of 106,000 (one hundred and six thousand) rubles, including VAT (18 per cent) - 16,169 (sixteen thousand one hundred and sixty-nine) rubles 49 kopecks.

2 To approve the Contract for advisory services in the form of a workshop on: "Geodesic control of dam-foundation system condition" (hereinafter referred to as the Contract) as an interested party transaction under the following essential terms:

Parties to Contract:

"Customer" - JSC Irkutskenergo;

"Executor" - JSC RusHydro.

Subject of Contract: the Customer shall assign and pay, and the Executor shall render advisory services to arrange a workshop on: Geodesic monitoring of dam-foundation system.

Contract Price: cost of services under the Contract is 106,000 (one hundred and six thousand) rubles, VAT (18 per cent) included - 16,169 (sixteen thousand, one hundred and sixty-nine) rubles 49 kopecks.

Effective Period of Contract: the Contract is effective until the Parties perform their duties in full. The Contract applies to actual relations between the Parties of the contract prior to its signing.

 

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, votes of E. V. Dod, B. Yu. Kovalchuk, R. R. Sharipov, members of JSC RusHydro's Board of Directors and members of JSC Irkutskenergo's Board of Directors, are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

 

Decision made.

 

1.6.   Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company of Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.

 

Decision:

1  Determine a limit price (monetary value) of the services, rendered under the contract for advisory services concluded with JSC Irkutskenergo to the sum of 375,000 (three hundred and seventy-five thousand) rubles, including VAT (18 per cent) - 57,203 (fifty-seven thousand, two hundred and three) rubles 39 kopecks.

2 To approve a Contract for advisory services concluded with JSC Irkutskenergo (hereinafter referred to as the Contract) as an interested party transaction under the following essential terms:

Parties to Contract:

"Customer" - JSC Irkutskenergo;

"Executor" - JSC RusHydro.

Subject of Contract: the Customer shall assign and pay, and the Executor shall undertake to render advisory services to arrange a workshop (workshops). Advisory services topics, a number and list of participants - the Customer's employees, address and terms to render services shall be determined in the Customer's applications.

Contract Price: limit cost of the services rendered under the Contract is 375,000 (three hundred and seventy-five thousand) rubles, VAT (18 per cent) included - 57,203 (fifty-seven thousand two hundred and three) rubles 39 kopecks.

Term of providing services under Contract: from the date of signing the Contract by the parties until 31.12.2011 (advisory services terms shall be listed in the Customer's applications).

 

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, votes of E. V. Dod, B. Yu. Kovalchuk, R. R. Sharipov, members of JSC RusHydro's Board of Directors and members of JSC Irkutskenergo's Board of Directors, are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

 

Decision made.

 

1.7    Approval of a contract concluded between JSC RusHydro and S. S. Beloborodov, member of the Board of Directors, which is an interested party transaction.


Decision:

1 To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and Sergey Sergeevich Beloborodov, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 1).

2 To approve the Contract on regulation of relations between the company and Sergey Sergeevich Beloborodov, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Sergey Sergeevich Beloborodov and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the contract Articles 2 and 3.

Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.Contract Price: is determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

Voting results:

"For" - 10 (V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, 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.


A member of the Board of Directors, R. R. Sharipov, did not take part in voting on the matter.

 

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 voting results on the matter, vote of S. S. Beloborodov, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

1.8 Approving the company's transactions: Approval of a contract concluded between JSC RusHydro and B. Yu. Kovalchuk, member of the Board of Directors, which is an interested party transaction.

 

Decision:

1 To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and B. Yu. Kovalchuk, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 2).

2 To approve the Contract on regulation of relations between the company and Boris Yuryevich Kovalchuk, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Boris Yuryevich Kovalchuk and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.

Effective Period of Contract: The Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

 

 

 


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.


R. R. Sharipov, member of the Board of Directors, did not take part in voting on the matter.

 

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 voting results on the matter, vote of B. Yu. Kovalchuk, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

1.9    Approval of a contract concluded between JSC RusHydro and V. V. Kudryavy, member of the Board of Directors, which is an interested party transaction.


Decision:

1  To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and Viktor Vasilyevich Kudryavy, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 3).

2  To approve the Contract on regulation of relations between the company and Viktor Vasilyevich Kudryavy, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Viktor Vasilyevich Kudryavy and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.


Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

Voting results:

 

"For" - 10 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Koval╜chuk, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Polyboyarinov, V. V. Tat╜sy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.


R. R. Sharipov, member of the Board of Directors, did not take part in voting on the matter.

 

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 voting results on the matter, vote of V. V. Kudryavy, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

1.10  Approval of a contract concluded between JSC RusHydro and G. M. Kurtser, member of the Board of Directors, which is an interested party transaction.

 

Decision:

1  To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and Grigory Markovich Kurtser, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 4).

2  To approve the Contract on regulation of relations between the company and Grigory Markovich Kurtser, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Grigory Markovich Kurtser and JSC RusHydro.


Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.

Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

Voting results:

 

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

"Against" - 0.

"Abstained" - 0.


R. R. Sharipov, member of the Board of Directors, did not take part in voting on the matter.

 

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 voting results on the matter, vote of G. M. Kurtser, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

1.11 Approval of a contract concluded between JSC RusHydro and A. B. Malyshev, member of the Board of Directors, which is an interested party transaction.


Decision:

 

1 To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and Malyshev A.B., member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 5).

2 To approve the Contract on regulation of relations between the company and Andrey Borisovich Malyshev, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Malyshev Andrey Borisovich and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.

Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

Voting results:

 

"For" - 10 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Koval╜chuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, M. I. Polyboyarinov, V. V. Tat╜sy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.


R. R. Sharipov, member of the Board of Directors, did not take part in voting on the matter.

 

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 voting results on the matter, vote of A. B. Malyshev, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.


1.12  Approval of a contract concluded between JSC RusHydro and V. V. Tatsy, member of the Board of Directors, which is an interested party transaction.


Decision:

1  To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and V. V. Tatsy, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 6).

2  To approve the Contract on regulation of relations between the company and Vladimir Vitalyevich Tatsy, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Vladimir Vitalyevich Tatsy and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.

Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

Voting results:


"For" - 10 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Ko╜valchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, V. Yu. Lebedev, M. I. Po╜lyboyarinov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.


R. R. Sharipov, member of the Board of Directors, did not take part in voting on the matter.

 

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 voting results on the matter, vote of V. V. Tatsy, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.


According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

1.13  Approval of a contract concluded between JSC RusHydro and R. R. Sharipov, member of the Board of Directors, which is an interested party transaction.


Decision:

1  To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and Rashid Ravelevich Sharipov, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 7).

2  To approve the Contract on regulation of relations between the company and Rashid Ravelevich Sharipov, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Rashid Ravelevich Sharipov and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.

Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

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, V. Yu. Lebedev, 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 voting results on the matter, vote of R. R. Sharipov, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

1.14  Approval of a contract concluded between JSC RusHydro and S. V. Shishin, member of the Board of Directors, which is an interested party transaction.


Decision:

1  To determine that the cost (monetary value) of services, rendered by the Contract concluded between JSC RusHydro and S. V. Shishin, member of the Board of Directors, is determined in accordance with Contract Article 3 clause 3.1 subclause 3.1.3 (Appendix 8).

2  To approve the Contract on regulation of relations between the company and Sergey Vladimirovich Shishin, member of the Board of Directors, as an interested party transaction, under the following essential terms:

Parties to Contract: Sergey Vladimirovich Shishin and JSC RusHydro.

Subject of Contract: the Contract is concluded with the purpose to regulate relations between the company and the member of the Board of Directors related to rendering services by the parties as well as to powers performance of the member of the Board of Directors stipulated by the Articles of Association and local statutory acts of the company.

Scope of services rendered by the parties is determines in accordance with the Contract Articles 2 and 3.

Effective Period of Contract: the Contract comes into force from the date of its signing by both parties and ceases to be valid from the date of powers termination of the member of the Board of Directors in accordance with a decision of the General Shareholders' Meeting.

Contract Price: as determined in accordance with the indicated Contract Article 3 clause 3.1 subclause 3.1.3.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.


R. R. Sharipov, member of the Board of Directors, did not take part in voting on the matter.

 

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 voting results on the matter, vote of S. V. Shishin, member of HSC RusHydro's Board of Directors, a party of the contract, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

Matter 2: Business priorities of the JSC RusHydro: costs cutting for purchasing goods (works, services).


Decision:

To instruct the company's Management Board to develop a calculation procedure for economic efficient indicators reflecting the reduction of purchase costs of goods (works, services) per product unit of the company by 10 per cent minimum per a year within the next three years in real prices of 2010, paying special attention to the deterioration in quality and safety of output products; and to submit a calculation procedure for indicators reflecting reduction of purchase costs of goods (services) per product unit for approval of the company's Board of Directors.

Deadline for fulfilment: one month from the date of making this decision.

 

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. Polu╜boyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"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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