Minutes of 31.08.2011 №132

MINUTES No. 132

OF THE BOARD OF DIRECTORS MEETING


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

August 30, 2011, 6:00 p.m.

(Moscow time).

Date of minutes:

August 31, 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,

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,


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. Holding more than one office by Chairman of JSC RusHydro's Management Board E. V. Dod in the management bodies of other organisations.

2. Determination of fee for company's auditor services.

3. Determination of the maximum service cost for an accounting audit of JSC RusHydro's financial statements prepared in compliance with the Russian accounting standards (RAS), 2012.

4. Offering JSC RusHydro's bonds.

4.1. Offering JSC RusHydro's securities (bonds of series 03).

4.2. Offering JSC RusHydro's securities (bonds of series 04).

4.3. Offering JSC RusHydro's securities (bonds of series 05).

4.4. Offering JSC RusHydro's securities (bonds of series 06).

4.5. Approving the decision to release JSC RusHydro's securities (bonds of series 03).

4.6. Approving the decision to release JSC RusHydro's securities (bonds of series 04).

4.7. Approving the decision to release JSC RusHydro's securities (bonds of series 05).

4.8. Approving the decision to release JSC RusHydro's securities (bonds of series 06).

4.9. Approving the decision to release JSC RudHydro's securities (bonds of series 03, 04, 05 and 06).

5. Loan raising by the company

RESULTS OF VOTING ON AGENDA:


Matter 1: Holding more than one office by chairman of JSC RusHydro's Management Board E. V. Dod in the management bodies of other organisations.

 

Decision:

Approve overlapping of the following positions by the Chairman of the Management Board of JSC RusHydro Evgeny Vyacheslavovich Dod:

- member of the Board of Directors of JSC SO UES;

- member of the Board of Directors of JSC ATS;


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 2: Determination of fee for company's auditor services.

 

Decision:

Determine a fee for services of company's auditor - Closed Joint-Stock Company HLB Vneshaudit to audit JSC RusHydro's financial statements in accordance with Russian accounting standards for 2011 to the sum of 14,950,000 (fourteen-million-nine-hundred and fifty-thousand) rubles, including VAT - 2,280,508 (two-million-two-hundred-eighty-thousand-five-hundred and eight) rubles 47 kopecks.

 

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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 3: Determination of the maximum service cost for an accounting audit of JSC RusHydro's financial statements prepared in compliance with the Russian accounting standards (RAS), 2012.

 

Decision:

Determine maximum cost of services for audit of JSC RusHydro's financial statements in accordance with the Russian accounting standards for 2012 to the sum of 18,071,700 (eighteen-million-seventy-one-thousand-seven-hundred) rubles, including VAT 2,756,700 (two-million-seven-hundred-fifty-six-thousand-seven-hundred) rubles.


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 4: Offering JSC RusHydro's bonds.

4.1.   Offering JSC RusHydro's securities (bonds of series 03).

 

Decision:

1. Place securities of JSC RusHydro (hereinafter referred to as the Issuer) through public offering - inconvertible interest bearing documentary bearer bonds of series 02 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each to the total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption at holders' request or Issuer's discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2. Establish the following procedure and conditions for Issuer's bond offering:

Bond offering price: on the first and following days of offering the price is to the sum of 100 (one hundred) per cent of bond face value - 1,000 (one thousand) rubles per 1 (one) bond. Beginning from the 2nd (second) day of bond offering the buyer, when making a bond purchase/sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond offering by below formula:

ACI = Nom * C(1) * (T - T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub.;

Nom is a nominal value of one bond, rub.;

C(1) is a value of interest rate of the 1st coupon in percentage per year (%);

T is the current date of bond offering;

T(0) is the commencement date of bond offering.

The value of accumulated coupon income is calculated with an accuracy of down to one kopeсk, figures are rounded off in accordance with mathematic round-off rules. In this case the mathematical round-off rules shall be understood to mean a round-off method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).


Method of bond payment: A method of payment for offered bonds with monetary assets in currency of the Russian Federation is provided using electronic settlement procedures. Payment by installments for offered securities is not provided.


Bonds are offered by entering into purchase/sale transactions at the bond offering price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds' offering are contained in the decision on issue of securities.


Expenses connected with credit entries of offered bonds to the depot accounts of their first holders (transferees): Bond holders (transferees) shall bear all expenses connected with credit entries of offered bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).


Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. A possibility for the bonds holders to select the bond redemption method is not provided.

Bond redemption and coupon yield payments are made by a paying agent on the instruction and at the cost of the Issuer (hereinafter referred to as the paying agent) on the date of bond redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. The bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the redemption date a paying agent transfers necessary monetary assets to the accounts of individuals having a right to receive bond redemption sums in favour of bond holders specified in the list of owners and/or nominal bond holders. In case one person is entitled to receive the bonds redemption sums from several bonds' holders then such a person receives the whole sum without breakdown into each bonds' holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using the electronic repayment procedure.


A procedure for early redemption at holders' request:

The bond holder has the right to demand early bond redemption and repayment of its accumulated coupon income calculated on the date of fulfilment of obligations for early redemption in case of delisting of bonds at all stock exchange markets that included such bonds in their quotation lists provided that such bonds were preliminary included in the quotation list "B" at any stock exchange market (hereinafter referred to as the delisting).

Early bond redemption at holders' request is carried out by a paying agent at the price being equal to 100 per cent of the bond face value on the instruction of and at the expense of the Issuer. Also, in case of an early redemption the bond holders will be paid an accumulated coupon income as of the date of this early redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

Requests (statements) for early redemption are submitted to the Issuer within 30 (thirty) days from the moment of disclosure of information on delisting occurrence on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

Bonds are redeemed ahead of time at bond holders' requests on the 60th (sixtieth) working day from the moment of disclosure of information on delisting occurrence on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

On the bond redemption date a paying agent transfers the sums of early redemption to the accounts of persons having a right to receive the bond redemption sums in favour of the bond holders. In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


A procedure of early redemption at Issuer's discretion: The Issuer has the right to make a decision on early bond redemption on the end date of kth coupon period (k < 20) preceding the coupon period, which interest rate will be defined after state registration of the report on securities release results or submission of a notice on bond release results to the registration body if in accordance with the Federal Law on Securities market or with any other federal laws bonds are released without state registration of the report on securities release results.

Bonds are redeemed ahead of time at the price being equal to 100 (one hundred) per cent of the bond face value. In this case an accumulated coupon income is paid for the corresponding coupon period.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the bond redemption date the paying agent transfers the necessary monetary assets to the accounts of persons having the right to receive the bond redemption sums.

In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

4.2. Offering JSC RusHydro's securities (bonds of series 04).

 

Decision:

1. Place securities of JSC RusHydro (further on referred to as the Issuer) through public offering-inconvertible interest bearing documentary bearer bonds of series 04 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each in the total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption at holders' request or Issuer's discretion (further on referred to as the bonds). The commencement and end dates of bond redemption coincide.

2. Establish the following procedure and conditions for Issuer's bond offering:

Bond offering price: on the first and following days of offering the price is to the sum of 100 (one hundred) per cent of the bond face value - 1,000 (one thousand) rubles per 1 (one) bond. Beginning from the 2nd (second) day of bond offering the buyer, when making a bond purchase/sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond offering by below formula:

ACI = Nom * C(1) * (T - T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub.;

Nom is a nominal value of one bond, rub.;

C(1) is a value of interest rate of the 1st coupon in percentage per year (%);

T is the current date of bond offering;

T(0) is the commencement date of bond offering.

The value of accumulated coupon income is calculated with an accuracy of down to one kopeсk, figures are rounded off in accordance with mathematic round-off rules. In this case the mathematical round-off rules shall be understood to mean a round-off method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).


Method of bond payment: A method of payment for offered bonds with monetary assets in currency of the Russian Federation is provided using electronic settlement procedures. Payment by installments for offered securities is not provided.


Bonds are offered by entering into purchase/sale transactions at the bond offering price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds' offering are contained in the decision on issue of securities.


Expenses connected with credit entries of offered bonds to the depot accounts of their first holders (transferees): Bond holders (transferees) shall bear all expenses connected with credit entries of offered bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).


Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. A possibility for the bonds holders to select the bond redemption method is not provided.

Bond redemption and coupon yield payments are made by a paying agent on the instruction and at the cost of the Issuer (hereinafter referred to as the paying agent) on the date of bond redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. The bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the redemption date a paying agent transfers necessary monetary assets to the accounts of individuals having a right to receive bond redemption sums in favour of bond holders specified in the list of owners and/or nominal bond holders. In case one person is entitled to receive the bonds redemption sums from several bonds' holders then such a person receives the whole sum without breakdown into each bonds' holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using the electronic repayment procedure.


A procedure for early redemption at holders' request: The bond holder has the right to demand early bond redemption and repayment of its accumulated coupon income calculated on the date of fulfilment of obligations for early redemption in case of delisting of bonds at all stock exchange markets that included such bonds in their quotation lists provided that such bonds were preliminary included in the quotation list "B" at any stock exchange market (hereinafter referred to as the delisting).

Early bond redemption at holders' request is carried out by a paying agent at the price being equal to 100 per cent of the bond face value on the instruction of and at the expense of the Issuer. Also, in case of an early redemption the bond holders will be paid an accumulated coupon income as of the date of this early redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

Requests (statements) for early redemption are submitted to the Issuer within 30 (thirty) days from the moment of disclosure of information on delisting occurrence on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

Bonds are redeemed ahead of time at bond holders' requests on the 60th (sixtieth) working day from the moment of disclosure of information on delisting occurring on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

On the bond redemption date a paying agent transfers the sums of early redemption to the accounts of persons having a right to receive the bond redemption sums in favour of the bond holders. In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


A procedure of early redemption at Issuer's discretion: The Issuer has the right to make a decision on early bond redemption on the end date of kth coupon period (k < 20) preceding the coupon period, which interest rate will be defined after state registration of the report on securities release results or submission of a notice on bond release results to the registration body if in accordance with the Federal Law on Securities market or with any other federal laws bonds are released without state registration of the report on securities release results.

Bonds are redeemed ahead of time at the price being equal to 100 (one hundred) per cent of the bond face value. In this case an accumulated coupon income is paid for the corresponding coupon period.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the bond redemption date the paying agent transfers the necessary monetary assets to the accounts of persons having the right to receive the bond redemption sums.

In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


4.3. Offering JSC RusHydro's securities (bonds of series 05).

 

Decision:

1. Place securities of JSC RusHydro (hereinafter referred to as the Issuer) through public offering - inconvertible interest bearing documentary bearer bonds of series 05 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each to the total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption at holders' request or Issuer's discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2. Establish the following procedure and conditions for Issuer's bond offering:

Bond offering price: on the first and following days of offering the price is to the sum of 100 (one hundred) per cent of bond face value - 1,000 (one thousand) rubles per 1 (one) bond. Beginning from the 2nd (second) day of bond offering the buyer, when making a bond purchase/sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond offering by below formula:

ACI = Nom * C(1) * (T - T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub.;

Nom is a nominal value of one bond, rub.;

C(1) is a value of interest rate of the 1st coupon in percentage per year (%);

T is the current date of bond offering;

T(0) is the commencement date of bond offering.

The value of accumulated coupon income is calculated with an accuracy of down to one kopeсk, figures are rounded off in accordance with mathematic round-off rules. In this case the mathematical round-off rules shall be understood to mean a round-off method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).


Method of bond payment: A method of payment for offered bonds with monetary assets in currency of the Russian Federation is provided using electronic settlement procedures. Payment by installments for offered securities is not provided.


Bonds are offered by entering into purchase/sale transactions at the bond offering price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds' offering are contained in the decision on issue of securities.


Expenses connected with credit entries of offered bonds to the depot accounts of their first holders (transferees): Bond holders (transferees) shall bear all expenses connected with credit entries of offered bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).


Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. A possibility for the bonds holders to select the bond redemption method is not provided.

Bond redemption and coupon yield payments are made by a paying agent on the instruction and at the cost of the Issuer (hereinafter referred to as the paying agent) on the date of bond redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. The bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the redemption date a paying agent transfers necessary monetary assets to the accounts of individuals having a right to receive bond redemption sums in favour of bond holders specified in the list of owners and/or nominal bond holders. In case one person is entitled to receive the bonds redemption sums from several bonds' holders then such a person receives the whole sum without breakdown into each bonds' holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using the electronic repayment procedure.


A procedure for early redemption at holders' request:

The bond holder has the right to demand early bond redemption and repayment of its accumulated coupon income calculated on the date of fulfilment of obligations for early redemption in case of delisting of bonds at all stock exchange markets that included such bonds in their quotation lists provided that such bonds were preliminary included in the quotation list "B" at any stock exchange market (hereinafter referred to as the delisting).

Early bond redemption at holders' request is carried out by a paying agent at the price being equal to 100 per cent of the bond face value on the instruction of and at the expense of the Issuer. Also, in case of an early redemption the bond holders will be paid an accumulated coupon income as of the date of this early redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

Requests (statements) for early redemption are submitted to the Issuer within 30 (thirty) days from the moment of disclosure of information on delisting occurrence on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

Bonds are redeemed ahead of time at bond holders' requests on the 60th (sixtieth) working day from the moment of disclosure of information on delisting occurring on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

On the bond redemption date a paying agent transfers the sums of early redemption to the accounts of persons having a right to receive the bond redemption sums in favour of the bond holders. In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


A procedure of early redemption at Issuer's discretion: The Issuer has the right to make a decision on early bond redemption on the end date of kth coupon period (k < 20) preceding the coupon period, which interest rate will be defined after state registration of the report on securities release results or submission of a notice on bond release results to the registration body if in accordance with the Federal Law on Securities market or with any other federal laws bonds are released without state registration of the report on securities release results.

Bonds are redeemed ahead of time at the price being equal to 100 (one hundred) per cent of the bond face value. In this case an accumulated coupon income is paid for the corresponding coupon period.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the bond redemption date the paying agent transfers the necessary monetary assets to the accounts of persons having the right to receive the bond redemption sums.

In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.


"Abstained" - 0.

 

Decision made.


4.4.   Offering JSC RusHydro's securities (bonds of series 06).

 

Decision:

1. Place JSC RusHydro securities (hereinafter referred to as the Issuer) through public offering - inconvertible interest bearing documentary bearer bonds of series 06 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each to the total sum of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2. Establish the following procedure and conditions for Issuer's bond offering:

Bond offering price: on the first and following days of offering the price is to the sum of 100 (one hundred) per cent of bond face value - 1,000 (one thousand) rubles per 1 (one) bond. Beginning from the 2nd (second) day of bond offering the buyer, when making a bond purchase/sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond offering by below formula:

ACI = Nom * C(1) * (T - T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub.;

Nom is a nominal value of one bond, rub.;

C(1) is a value of interest rate of the 1st coupon in percentage per year (%);

T is the current date of bond offering;

T(0) is the commencement date of bond offering.

The value of accumulated coupon income is calculated with an accuracy of down to one kopeсk, figures are rounded off in accordance with mathematic round-off rules. In this case the mathematical round-off rules shall be understood to mean a round-off method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).


Method of bond payment: A method of payment for offered bonds with monetary assets in currency of the Russian Federation is provided using electronic settlement procedures. Payment by installments for offered securities is not provided.


Bonds are offered by entering into purchase/sale transactions at the bond offering price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds' offering are contained in the decision on issue of securities.


Expenses connected with credit entries of offered bonds to the depot accounts of their first holders (transferees): Bond holders (transferees) shall bear all expenses connected with credit entries of offered bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. A possibility for the bonds holders to select the bond redemption method is not provided.

Bond redemption and coupon yield payments are made by a paying agent on the instruction and at the cost of the Issuer (hereinafter referred to as the paying agent) on the date of bond redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. The bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the redemption date a paying agent transfers necessary monetary assets to the accounts of individuals having a right to receive bond redemption sums in favour of bond holders specified in the list of owners and/or nominal bond holders. In case one person is entitled to receive the bonds redemption sums from several bonds' holders then such a person receives the whole sum without breakdown into each bonds' holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using the electronic repayment procedure.


A procedure for early redemption at holders' request:

The bond holder has the right to demand early bond redemption and repayment of its accumulated coupon income calculated on the date of fulfilment of obligations for early redemption in case of delisting of bonds at all stock exchange markets that included such bonds in their quotation lists provided that such bonds were preliminary included in the quotation list "B" at any stock exchange market (hereinafter referred to as the delisting).

Early bond redemption at holders' request is carried out by a paying agent at the price being equal to 100 per cent of the bond face value on the instruction of and at the expense of the Issuer. Also, in case of an early redemption the bond holders will be paid an accumulated coupon income as of the date of this early redemption.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

Requests (statements) for early redemption are submitted to the Issuer within 30 (thirty) days from the moment of disclosure of information on delisting occurrence on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

Bonds are redeemed ahead of time at bond holders' requests on the 60th (sixtieth) working day from the moment of disclosure of information on delisting occurring on the news line or from the date, on which the bond holders have learnt or shall learn about this forthcoming event.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

On the bond redemption date a paying agent transfers the sums of early redemption to the accounts of persons having a right to receive the bond redemption sums in favour of the bond holders. In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


A procedure of early redemption at Issuer's discretion: The Issuer has the right to make a decision on early bond redemption on the end date of kth coupon period (k < 20) preceding the coupon period, which interest rate will be defined after state registration of the report on securities release results or submission of a notice on bond release results to the registration body if in accordance with the Federal Law on Securities market or with any other federal laws bonds are released without state registration of the report on securities release results.

Bonds are redeemed ahead of time at the price being equal to 100 (one hundred) per cent of the bond face value. In this case an accumulated coupon income is paid for the corresponding coupon period.

If the bond maturity date is due on a legal public holiday or weekend - regardless of whether it will be a state public holiday or day-off for settlement operations - then a due sum will be paid on the first working day following such a holiday or day-off. A bonds' holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

On the bond redemption date a paying agent transfers necessary monetary assets to the accounts of persons having a right to receive the bond redemption sums.

In case one person is entitled to receive the bond redemption sums from several bond holders then such a person receives the whole sum without breakdown into each bond holder.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in rubles of the Russian Federation using electronic repayment procedures.

The Issuer's obligations to pay the bond redemption sums are deemed to have been fulfilled from the moment of transfer of corresponding monetary assets to the correspondence account of payee's bank.


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


4.5. Approving the decision to release JSC RusHydro's securities (bonds of series 03).

 

Decision:

Approve the decision on securities issue - inconvertible interest bearing documentary bearer bonds of series 03 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield) (Appendix 1).

 

 

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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

4.6. Approving the decision to release JSC RusHydro's securities (bonds of series 04).

 

Decision:

Approve the decision on securities issue - inconvertible interest bearing documentary bearer bonds of series 04 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield) (Appendix 2).


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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


4.7. Approving the decision to release JSC RusHydro's securities (bonds of series 05).

 

Decision:

Approve the decision on securities issue - inconvertible interest bearing documentary bearer bonds of series 05 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield) (Appendix 3).

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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

4.8. Approving the decision to release JSC RusHydro's securities (bonds of series 06).

 

Decision:

Approve the decision on securities issue - inconvertible interest bearing documentary bearer bonds of series 06 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three thousand six hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield) (Appendix 4).

 

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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


4.9. Approving the decision to release JSC RudHydro's securities (bonds of series 03, 04, 05 and 06).

 

Decision:

Approve Prospectus for securities issue:

- Inconvertible interest bearing documentary bearer bonds of series 03 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three thousand six hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield);


- Inconvertible interest bearing documentary bearer bonds of series 04 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield);


- Inconvertible interest bearing documentary bearer bonds of series 05 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield);


- Inconvertible interest bearing documentary bearer bonds of series 06 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1,000 (one thousand) rubles each with a total amount of 10,000,000,000 (ten billion) rubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond offering with the possibility of early redemption by holders' request or Issuer's discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1,000 (one thousand) rubles per 1 (one) bond (starting from the second day of offering the acquirers also pay accumulated coupon yield) (Appendix 5).

 

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. Poluboyarinov, V. V. Tatsy, S. V. Shishin, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 5: Loan raising by the company


Decision:

1. Approve loan raising by the company before the end of 2011 in the amount not exceeding the one specified in the business-plan of the company for 2011 (considering corrections), approved by decision of the Board of Directors, and in other decisions of the company's Board of Directors, but not more than 40,000,000,000 (forty billion) rubles by:

1.1. placement by public offering of not more than four series of inconvertible interest bearing documentary bearer bonds to the amount of up to 10,000,000,000 (ten billion) rubles each or

1.2. loan raising by the company to the amount of up to 40,000,000,000 (forty billion) rubles within a loan contract to be concluded with a special purpose company (hereinafter referred to as the creditor), financed by receipts from issue and placement by the creditor of Loan Participation Notes, or

1.3. bank credit raising to the amount of up to 40,000,000,000 (forty billion) rubles, or

1.4. combination of loan raising methods specified in clauses 1.1., 1.2. and 1.3 of the present decision to the total amount of up to 40,000,000,000 (forty billion) rubles.

2. Commit the task to the Chairman of the Management Board of the company:

2.1. performance of all the measures required for the company to raise loans in accordance with clause 1.1 of the present decision; including registration in FFMS of Russia of issue documentation including four series of inconvertible interest bearing documentary bearer bonds to the amount of up to 10,000,000,000 (ten billion) rubles each;

2.2. consideration by the Board of Directors of issues on participation in projects in case of projects financing by funds raised by bond loan issue;

2.3. submission of report on loan raising by the company to the Board of Directors at least 1 time (once) quarterly.


Voting results:

"For" - 10 (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, S. V. Shishin).


"Against" - 0.

"Abstained" - 2 (B. Yu. Kovalchuk, R. R. Sharipov).

 

Decision made.






Chairman of the Board of Directors                                        V. V. Tatsy

Corporate Secretary                                                                M. M. Lukyanova

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