Minutes of 05.09.2011 №133

MINUTES No. 133

OF THE BOARD OF DIRECTORS MEETING


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

September 2, 2011, 12:00

(Moscow time)

Minutes Dated:

September 5, 2011


Form of vote:

Collective attendance.

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,

participating in 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








The following members of the Board of Directors of JSC RusHydro submitted their written opinions: V. M. Zimin, V. Yu. Lebedev, B. Yu. Kovalchuk, M. I. Poluboyarinov.

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.


Speakers:

Matter 1 - R. M. Khaziakhmetov, Technical Policy Director, JSC RusHydro;

Matters 2, 3 - D. I. Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro.


Invited persons:

I. O. Abramov, B. R. Akhtyamov, E. A. Andrianova, B. B. Bogush, E. E. Gorev, I. L. Dubrovsky, M. V. Zavalko, B. V. Zverev, S. A. Ivanov, S. A. Kirov, A. R. Kushvid, M. A. Mantrov, N. I. Monakhov, B. E. Moshkovich, D. A. Panchenko, S. V. Potapov, S. S. Savin, Ya. E. Stanyulenayte, A. S. Shakhmatov.


Chairman of the Board of Directors of the company V. V. Tatsy opened the meeting in presentia.

AGENDA OF THE MEETING:


1. Approving the company's internal documents:

1.1. Approving JSC RusHydro's technical policy.

2. Determine the company's opinion (JSC RusHydro's representatives) regarding the agenda matters handled by the management boards of subsidiaries and affiliates (confidential).

3.  Approving the company's transactions:

3.1. Approving a loan agreement, the sum of which is pegged to the foreign currency exchange rate, concluded between JSC RusHydro and JSC ESC RusHydro.



RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approving the company's internal documents:

1.1. Approving JSC RusHydro's technical policy.


Heard: Technical policy director of JSC RusHydro R.M. Khaziakhmetov with a report on the principal provisions on Technical policy of JSC RusHydro as well as Chairman of the Energy Efficiency, Reliability and Innovations Committee V.V. Kudryavy with a report on the results of the company's Technical policy reviewed by the committee.


Speakers: S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, A. B. Malyshev, V. V. Tatsy.


A draft decision put to vote:

1. Approve the Technical policy of JSC RusHydro (Appendix 1).

2. Announce the provision on Technical policy of JSC HydroOGK, approved by a decision of the Board of Directors of the company (minutes No. 15 dated 21.02.2006), invalid.

3. Chairman of the Management Board of JSC RusHydro shall ensure that the following documents are developed, coordinated, considered and approved by the Strategy Committee and the Energy Efficiency, Reliability and Innovations Committee attached to the Board of Directors in accordance with local regulatory documents (acts) and technical policy of JSC RusHydro:

- Provisions on implementation of technical policy of JSC RusHydro - before 31.12.2011;

- Database of technical solutions - before 31.12.2011.


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, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).


"Against" - 0.

"Abstained" - 0.

Decision made.

(Confidential)


Matter 2: Determining the company's opinion (JSC RusHydro's representatives) regarding the agenda matters handled by the management boards of subsidiaries and affiliates.


A draft decision put to vote:

The text of the resolution contains confidential information.

Decision made.



Matter 3:  Approving the company's transactions:

3.1.   Approving a loan agreement, the sum of which is pegged to the foreign currency exchange rate, concluded between JSC RusHydro and JSC ESC RusHydro.


Heard: Deputy Chairman of the Management Board of JSC RusHydro D. I. Rizhinashvili with a report on participation on JSC ESC RusHydro in LLC ESC Bashkortostan as well as representative of the Strategy Committee A. B. Malyshev with information on the consideration results by the Committee.


Speakers: S. S. Belodorodov, E. V. Dod, V. V. Kudryavy, A. B. Malyshev, V. V. Tatsy.

 

A draft decision put to vote:

Approve a loan extension, the sum of which is pegged to the foreign currency exchange rate, to JSC ESC RusHydro on the following essential terms.

Party to contract (borrower) - JSC ESC RusHydro.

Party to contract (lender) - JSC RusHydro.

The loan being a limit sum of funds provided under the contract equals 62,500,001 (sixty two million five hundred thousand one) in rubles at euro exchange rate established by the Central Bank of the Russian Federation for the date of providing each tranche;

The loan shall be paid back no later than 31.12.2020;

Interest rate - the loan sum is interest free.

Terms of loan granting - in tranches by the corresponding request of JSC ESC RusHydro.

Pre-term full or partial loan repayment shall be allowed.

 

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, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).


"Against" - 0.

"Abstained" - 0.

Decision made.





Chairman of the Board of Directors                                                      V. V. Tatsy

Corporate Secretary                                                                    M. M. Lukyanova

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