Minutes of 02.08.2011 №130

MINUTES No. 130

OF THE BOARD OF DIRECTORS MEETING


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

August 2, 2011, 4:00 p.m.

(Moscow time)

Minutes Dated:

August 2, 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
present at meeting:


V. I. Danilov-Danilyan,


E. V. Dod,


V. V. Kudryavy,


G. M. Kurtser,


V. Yu. Lebedev,


A. B. Malyshev,


M. I. Poluboyarinov,


V. V. Tatsy,


R. R. Sharipov








A member of the Board of Directors of JSC RusHydro V. Yu. Lebedev submitted his written opinion.

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.


Chairman of the Board of Directors of the company V. V. Tatsy opened the meeting in presentia and announced that the meeting's agenda was supplemented with two additional matters.

 

AGENDA OF THE MEETING:


1. Approving the company's internal documents:

1.1. Approval of the Innovative Development Programme of JSC RusHydro for 2011-2015 with an outlook to 2011 as amended.

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

2.1. Determining the company's opinion (JSC RusHydro's representatives) regarding the agenda items handled by the Board of Directors of JSC Leningradskaya PSHPP and JSC Hydroinvest on participation of the company in other organisations (creation of a new organisation - the Limited Liability Company RusHydro Innovative Centre of Tidal and Wave Power Engineering).

2.2. Determining an opinion of JSC RusHydro (or representatives of JSC RusHydro) regarding the agenda items of the management bodies of JSC NIIES: Approval of large transaction.

3. Determining the offering price of additional shares of JSC RusHydro.

4. Determining the price (monetary value) of property in return for additional shares of JSC RusHydro.



RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approving the company's internal documents:

1.1. Approving the innovative development program of JSC RusHydro for 2011-2015 with an outlook to 2021 as amended.


Heard: D. I. Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro with a report on major provisions of JSC RusHydro's Innovative Development Programme.


Speakers: V. I. Danilov-Danilian, E. V. Dod, V. V. Kudryavy, A. B. Malyshev, V. V. Tatsy.


A draft decision put to vote:

1. Approve the innovative development program of JSC RusHydro for 2011-2015 with an outlook to 2021 as amended (Appendix 1).

2. Instruct Chairman of the Management Board E.V. Dod:

-  to provide the Board of Directors with the list of projects executed under the company's Innovative Development Programme indicating the items with highest to lowest priority to the company;

-  following the results of every six months to provide the Board of Directors of the company with a report on implementation of projects executed by the company as part of JSC RusHydro's Innovative Development Programme, including construction of power plants with a gigawatt capacity using tidal and wave power and creation of an experimental-industrial power facility the Northern Tidal Power Plant in the Guba Dolgaya of the Barents Sea, previously approved by the Strategy Committee, Investments Committee and Reliability, Energy Efficiency and Innovations Committee under the supervision of the Board of Directors;

-  to prepare in two-month period a Concept for Cooperation with Research, Development and Academic Institutes regarding the matters related to the implementation of JSC RusHydro's Innovative Development Programme.


Voting results:

"For" - 9 (V. I. Danilov-Danilyan, E. V. Dod, 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.

 

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


2.1. Determining the company's opinion (JSC RusHydro's representatives) regarding the agenda items handled by the Board of Directors of JSC Leningradskaya PSHPP and JSC Hydroinvest on participation of the company in other organisations (creation of a new organisation - the Limited Liability Company RusHydro Innovative Centre of Tidal and Wave Power Engineering).


Heard: D. I. Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro with a report on major objectives for creation of a Limited Liability Company Innovative Centre for Tidal and Wave Power Engineering.


Speakers: V. I. Danilov-Danilian, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, R. R. Sharipov.

 

A draft decision put to vote:

Instruct representatives of JSC RusHydro in the Board of Directors of JSC Leningradskaya PSHPP and JSC Hydroinvest regarding the agenda item of the Board of Directors of JSC Leningradskaya PSHPP and JSC Hydroinvest on participation of the company in other organisations (creation of a new organisation - the Limited Liability Company Innovative Centre of Tidal and Wave Power Engineering - RusHydro).


Approve participation of the company in the Limited Liability Company Innovative Centre of Tidal and Wave Power Energy - RusHydro through founding under the following conditions:

1.1. Full corporate name - Limited Liability Company Innovative Centre of Tidal and Wave Power Engineering - RusHydro.

Abbreviated corporate name - LLC ICTWPE RusHydro.

1.2. Authorised capital - 500,000 (five hundred thousand) rubles, the authorised capital is paid with monetary funds only.

1.3. Distribution of founders' shares in the authorised capital of LLC ICTWPE RusHydro:

-  JSC Leningradskaya PSHPP - 99 per cent (nominal price per share is 495,000 rubles);

-  JSC HydroInvest - 1 per cent (nominal price per share is 5,000 rubles).

1.4.       The authorised capital payment procedure: The authorised capital of LLC ICTWPE RusHydro is paid in the course of one year from the date of state registration of ICTWPE RusHydro. At least 50 per cent of the authorised capital of LLC ICTWPE RusHydro shall be paid by the time of state registration of LLC ICTWPE RusHydro.


Voting results:

 

"For" - 8 (V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).

"Against" - 1 (V. Yu. Lebedev) - a written opinion.

"Abstained" - 0.

 

The written opinion of the Member of the Board of Directors V. Yu. Lebedev is attached.

 

Decision made.


2.2. Determining an opinion of JSC RusHydro (or representatives of JSC RusHydro) regarding the agenda items of the management bodies of JSC NIIES: approval of large transaction.

 

Heard: D. I. Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro with a report on this matter.


Speakers: V. I. Danilov-Danilian, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, R. R. Sharipov.

 

A draft decision put to vote:

 

Instruct representatives of JSC RusHydro in the management bodies of JSC NIIES to vote "FOR" making the following decision on the matter of approval of a major transaction (interconnected major transactions) made by JSC NIIES:

1. Determine the price limit (monetary value) of works performed under the research, design and technological work Contract to fine-tune a technology for constructing gigawatt capacity power platform using tidal and wave energy with creation of an experimental-industrial power facility the Northern Tidal Power Plant in the Guba Dolgaya of the Barents Sea (hereinafter referred to as the contract) to the amount of 7,500,000,000 (seven billion five hundred million) rubles, including VAT (18 per cent) to the amount of 1,144,067,796 (one billion one hundred and forty four million sixty seven thousand seven hundred and ninety six) rubles 61 kopecks.

2. Approve the Contract as a major transaction on the following essential terms:


Parties to Contract:

General Contractor - JSC NIIES;

Customer - LLC ICTWPE RusHydro.


Subject of Contract:

The General Contractor undertakes to carry out a range of research, development and experimental works on a turn-key basis to fine-tune a technology for constructing gigawatt capacity power plants based on tidal and wave energy with creation of an experimental-industrial power facility the Northern Tidal Power Plant in the Guba Dolgaya of the Barents Sea in compliance with Technical Specifications (Appendix 2).


Contract Price:

Limit price of the Contract is 7,500,000,000 (seven billion five hundred million) rubles, including VAT (18 per cent) 1,144,067,796 (one billion one hundred and forty four million sixty seven thousand seven hundred and ninety six) rubles 61 kopecks.


The term for completion of works:

Four years from the date of contract conclusion.

 

Voting results:

 

"For" - 8 (V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).

"Against" - 1 (V. Yu. Lebedev) - a written opinion.

"Abstained" - 0.

 

The written opinion of the Member of the Board of Directors V. Yu. Lebedev is attached.

 

Decision made.


Matter 3: Determining the offering price for additional shares of JSC RusHydro.


Heard: D. I. Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro with a report on this matter.


Speakers: E. V. Dod, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, R. R. Sharipov.

 

A draft decision put to vote:

Determine the offering price of additional ordinary registered shares of the company (including that for the persons put in the list of persons having the pre-emptive right to purchase additional shares) at one ruble 65 (sixty five) kopecks per one additional ordinary registered share.


Voting results:

 

"For" - 9 (V. I. Danilov-Danilyan, E. V. Dod, 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.

 

The written opinion of the Member of the Board of Directors V. Yu. Lebedev is attached.

 

Decision made.

 

Matter 4: Determinining the price (monetary value) of property in return for additional shares of JSC RusHydro.

Heard: D.I. Rizhinashvili, Deputy Chairman of the Management Board of JSC RusHydro with a report on this matter.


Speakers: E. V. Dod, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, R. R. Sharipov.

 

A draft decision put to vote:

Determine the price (monetary value) of property in return for additional ordinary registered shares of JSC RusHydro placed by public offering:

1. Shares of the following joint-stock companies:

- one ordinary registered share of JSC Boguchanskaya HPP (OGRN 1022400828119) to the amount of 5.9462454973676 rubles per share;

- one preferred registered share of JSC Boguchanskaya HPP (OGRN 1022400828119) to the amount of 5.9462454973676 rubles per share;

- one ordinary registered share of JSC Geotherm (OGRN 1024101023429) to the amount of 13.1746031746032 rubles per share;

- one ordinary registered share of JSC Zamaragskiye HPPs (OGRN 1021500822001) to the amount of 0.0000129870129 rubles per share;

- one ordinary registered share of JSC KamGEK (OGRN 1024101019469) to the amount of 0.4461589166171 rubles per share;

- one ordinary registered share of JSC Pavlodolskaya hydro-power plant (OGRN 1041500751016) to the amount of 39.3804148070360 rubles per share;

- one ordinary registered share of JSC Ust-Srednekanskaya HPP (OGRN 1074910002310) to the amount of 1.3115530454084 rubles per share;

- one ordinary registered share of JSC Kolymaenergo (OGRN 1024900959467) to the amount of 1.0208442229071 rubles per share;

- one ordinary registered share of JSC Trest Hydromontazh (OGRN 1027739318815) to the amount of 11.3340717652817 rubles per share;

- one preferred registered share of JSC Trest Hydromontazh (OGRN 1027739318815) to the amount of 11.3340717652817 rubles per share;

- one ordinary registered share of JSC Irkurskenergo (OGRN 1023801003313) to the amount of 25.9591578793392 rubles per share.

2. Hydro-power engineering facilities:

2.1.  Facilities - right bank dam (I) (right bank soil dam (I1), right bank concrete dam (I2), location: Irkutsk Region, Bratsk, residential area Energetik, Bratskaya HPP) - to the amount of 499,000,000 (four hundred and ninety nine million) rubles.

2.2.  Facilities - left bank dam (I I) (left bank soil dam (I I1), left bank concrete dam (I I2), location: Irkutsk Region, Bratsk, residential area Energetik, Bratskaya HPP) - to the amount of 442,000,000 (four hundred and forty two million) rubles.

2.3.  Facilities - dam of the Ust-Ilimskaya HPP (I) (left bank dam (I1), concrete dam (I2), right bank dam (I3), location: Irkutsk Region, Ust-Ilimsk, Ust-Ilimskaya HPP) - to the amount of 5,829,000,000 (five billion eight hundred and twenty nine million) rubles.

2.4.  Facilities - right bank dam (I) (island dam (I1), channel dam (I2), right bank dam (I3) parts, location: Irkutsk Region, Irkutsk, Irkutskaya HPP) - to the amount 699.000,000 (six hundred and ninety nine million) rubles.

2.5.  Facilities - left bank dam (I I1) (pipe drainage (I I2), reinforced concrete tunnel (gallery N 1) (I I3), location: Irkutsk Region, Irkutsk, Irkutskaya HPP) - to the amount 119,000,000 (one hundred and nineteen million) rubles.

 

Voting results:


"For" - 8 (V. I. Danilov-Danilyan, E. V. Dod, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, R. R. Sharipov).

"Against" - 1 (V. Yu. Lebedev) - a written opinion.

"Abstained" - 0.

 

The written opinion of the Member of the Board of Directors V. Yu. Lebedev is attached.

 

Decision made.


 


 

Chairman of the Board of Directors                                                      V. V. Tatsy

 

Corporate Secretary                                                                    M. M. Lukyanova

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