Minutes of 12.09.2011 №134

MINUTES No. 134

OF THE BOARD OF DIRECTORS MEETING


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

September 9, 2011, 6:00 p.m.

(Moscow time)

Minutes Dated:

September 12, 2011


Form of vote:

Absentee voting

Site of vote counting:

Moscow, Arkhitektora Vlasova Str., 51

Number of elected members of the Board of Directors:

12

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

R. R. Sharipov

S. V. Shishin







In compliance with the Federal Law on Joint-Stock Companies and the company's Articles of Association the quorum for conducting the Board of Directors Meeting is present.


AGENDA OF THE MEETING:


1. Approval of the report on execution of key performance indicators of the company for the second quarter of 2011.

2. Report on material aid payments to the families people killed during a terrorist act at the Baksanskaya HPP and a natural disaster at the Irganayskaya HPP.

3. On intermediate execution results of the company's Business plan for 2011 with due account for the first half of 2011 (including the Investment Programme implementation report for the first half of 2011).

4. Updated business plan of JSC RusHydro for 2011.

5. Determining the company's opinion (JSC RusHydro's representatives) regarding the agenda matters handled by the management boards of subsidiaries and affiliates:

5.1. Determining an opinion of JSC RusHydro (or representatives of JSC RusHydro) regarding the agenda items of the management bodies of JSC Verkhnebalkarskaya Malaya HPP.

6. Charity and sponsorship programme of the company for 2011.

7. Approving the company's transactions:

7.1. Approval of Supplementary Agreement No. 3 to the Contract dated 19.08.2010 No. 05030856/100822-0898 between JSC RusHydro and JSC Power Machines.


RESULTS OF VOTING ON AGENDA:


Matter 1: Approval of the report on execution of key performance indicators of the company for the second quarter of 2011.

 

Decision:

To approve the report on execution of key performance indicators of JSC RusHydro for the second quarter of 2011 (Appendix 1).


Voting results:

"For" - 12 (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, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.


Decision made.


Matter 2: Report on material aid payments to the families people killed during a terrorist act at the Baksanskaya HPP and a natural disaster at the Irganayskaya HPP.

 

Decision:

Take into consideration the information on material aid payments to injured persons, families of people killed during a terrorist act that took place on July 21, 2010, on at the Baksanskaya HPP included in JSC RusHydro's subsidiary - Kabardino-Balkarskiy Branch, as well as to eliminate the consequences of a rock fall on the platform of water receiver of JSC RusHydro's subsidiary - Irganayskaya HPP that took place on June 12, 2010, approved by a decision of the Board of Directors (minutes No. 105, dated 10.08.2010) (Appendix 2).

 

Voting results:

"For" - 12 (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, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.



Decision made.

 

Matter 3: On intermediate execution results of the company's Business plan for 2011 with due account for the first half of 2011 (including the Investment Programme implementation report for the first half of 2011).

 

Decision:

To take note of the intermediate implementation results of the Business Plan for 2011 with due account of the first half of 2011 (including the Investment Programme implementation report for the first half of 2011) (Appendix 3).

 

Voting results:

"For" - 12 (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, R. R. Sharipov, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 4: Updated business plan of JSC RusHydro for 2011.

 

Decision:

1. Approve the updated business plan of the company for 2011 (Appendix 4) as well as the updated key performance indicators of the company taking into account that the company's Investment Programme for 2011 needs to be approved in accordance with the procedure specified by the Resolution of the Government of the Russian Federation No. 977 dated 01.12.2009.

2. Chairman of the company's Management Board E.V. Dod shall submit the matter of updating the Investment Programme for 2011 for consideration by the Board of Directors.

 

Voting results:

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

"Against" - 0.

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


Decision made.

 

Matter 5: Determining an opinion of JSC RusHydro (JSC RusHydro's representatives) regarding the agenda matters handled by the management boards of subsidiaries and affiliates:

5.1. Determining an opinion of JSC RusHydro (or representatives of JSC RusHydro) regarding the agenda items of the management bodies of JSC Verkhnebalkarskaya Malaya HPP.

Decision:

1. Instruct representatives of JSC RusHydro at an extraordinary General Shareholders' Meeting of LLC Verkhnebalkarskaya Malaya HPP to vote "FOR" approval of a large transaction as follows:

Approve a Contract on purchase and sale of ordinary registered shares of JSC Malye HPPs of Kabardino-Balkarian Republic (hereinafter referred to as the Contract) as a major transaction under the following essential conditions:

Parties to Contract:

The Seller: Fund for Development of Renewable Energy Sources New Energy (New Energy Fund);

The Buyer: LLC Verkhnebalkarskaya Malaya HPP;

Subject of Contract: Ordinary registered shares of JSC Malye HPPs of Kabardino-Balkarian Republic with nominal value of 1,000 (one thousand) rubles per share;

Number of shares being acquired: 145,500 (one hundred forty five thousand and five hundred) shares that constitutes 95.28 per cent of the authorised capital;

Method of acquisition: by entering into a purchase-sale contract with New Energy Fund;

Share acquisition price (value): at the market price to the amount of 139,261,000 (one hundred and thirty nine million two hundred and sixty one thousand) rubles in accordance with an independent appraiser's opinion  LLC STREMLENIE No. 1933 dated 27.05.2011;

The form of share payment: monetary assets.

2. Instruct JSC RusHydro's representatives in the management bodies of Verkhnebalkarskaya MHPP to vote "FOR" a decision required for an increase of participation share of Verkhnebalkarskaya Malaya HPP in the authorised capital of Malye HPPs of Kabardino-Balkarian Republic up to 100 per cent inclusive.

 

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" - 1 (S. S. Beloborodov).

 

Decision made.

 

Matter 6: Charity and sponsorship programme of the company for 2011.

 

Decision:

1. Approve the updated charity and sponsorship programme of the company for 2011 (Appendix 5).

2. Allow Chairman of the Management Board of JSC RusHydro E. V. Dod, during implementation of the charity and sponsorship programme approved by the Board of Directors, to use the reserve funds, without permission by the company's Board of Directors, in accordance with the objectives set forth in the company's charity and sponsorship concept.

3. Instruct Chairman of the Board of Directors E. V. Dod to submit for consideration by the Board of Directors a report on implementation of the company's charity and sponsorship programme for 2011 to be submitted in the first quarter of 2012.

 

Voting results:

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

"Against" - 1 (R. R. Sharipov).

"Abstained" - 2 (S. S. Beloborodov, V. Yu. Lebedev).


Decision made.

 

Matter 7: Approving the company's transactions:


7.1. Approval of Supplementary Agreement No. 3 to the Contract dated 19.08.2010 No. 05030856/100822-0898 between JSC RusHydro and JSC Power Machines.

Decision:

Approval conclusion of Supplementary Agreement No. 3 (hereinafter referred to as the Agreement) to the Contract dated 19.08.2010 No. 05030856/100822-0898 (hereinafter referred to as the Contract) between

JSC RusHydro and JSC Power Machines to deliver the following equipment for hydro-power units Nos 2, 4, 19, 1, 17, 12, 11, 16, 14, 13, 20, 7, 8, 18 of JSC RusHydro's subsidairy - Zhigulevskaya HPP:


- hydro-generating equipment, hydro power unit's automated control equipment, up-dating current working documentation on a new hydro turbine, development working documentation for a new cross-beam, design and survey works, workplace arrangement, stator winding restoration to the amount of 1,392,695,000 (one billion three hundred and ninety two million six hundred ninety five thousand) rubles including VAT (18 per cent) to the amount of 212,445,000 (two hundred and twelve million four hundred and forty five thousand) rubles; 


- preparatory works, demounting, construction and erection of hydro-turbines, hydro generators, auxiliary equipment to the amount of 5,065,106,399 (five billion sixty five million one hundred and six thousand three hundred and ninety nine) rubles, including VAT (18 per cent) - 772,643,349 (seven hundred seventy two million six hundred and forty three thousand three hundred and forty nine) rubles.

The cost of equipment for hydro-power units Nos 2, 4,19, 1, 17, 12, 11, 16, 14, 13, 20, 7, 8, 18 of JSC RusHydro's subsidiary - Zhigulevskaya HPP according to the Agreement equals 6,457,801,399 (six billion four hundred fifty seven million eight hundred and one thousand three hundred and ninety nine) rubles including VAT (18 per cent) to the amount of 985,088,349 (nine hundred and eighty five million eighty eight thousand three hundred and forty nine) rubles.


Total cost of the Contract with the Agreement equals 24,270,629,459 (twenty four billion two hundred and seventy million six hundred and twenty nine thousand four hundred and fifty nine) rubles including VAT (18 per cent) to the amount of 3,702,299,409 (three billion seven hundred and two million two hundred and ninety nine thousand four hundred and nine) rubles.

 

Voting results:

"For" - 12 (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, 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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