Minutes of 01.08.2011 №129

MINUTES No. 129

OF THE BOARD OF DIRECTORS MEETING


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

July 29, 2011, 6:00 p.m.

(Moscow time)

Minutes Dated:

August 1, 2011


Form of vote:

Absentee vote.

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. 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. Approving the company's transactions:

1.1. Approval of a contract concluded between JSC RusHydro and JSC SO UES representing an interested party transaction:

1.2. Approval of a contract concluded between JSC RusHydro and JSC FGC UES representing an interested party transaction.

2. Approving the company's internal documents:

2.1. Approval of the provision for information policy of company as amended.

2.2. Approving the Provision on insider information as amended.

3. Report on the implementation of JSC RusHydro Group's consolidated business plan for 2010.

4. Approval of a decision on additional release of JSC RusHydro's securities.

5. Approval of JSC RusHydro's Prospectus.

6. Holding more than one office by members of JSC RusHydro's Management Board in the management boards of other organisations.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approving the company's transactions:

 

1.1. Approval of a contract concluded between JSC RusHydro and JSC SO UES representing an interested party transaction:


Decision:

1. Ensure that the price (monetary value) of services rendered under the service Contract on reactive power control without electricity production using power generating equipment of the following hydro-power plants (Volzhskaya Hydro Power Plant, Votkinskaya Hydro Power Plant, Zhigulevskaya Hydro Power Plant, Zagorskaya Pumped Storage Hydro Power Plant, Zelenchukskaya Hydro Power Plant, Kamskaya Hydro Power Plant, Nizhegorodskaya Hydro Power Plant, Ezminskaya Hydro Power Plant, Gizeldonskaya Hydro Power Plant), (hereinafter referred to the contract) being an interested party transaction, is determined by the formula, provided in Appendix 1 and shall not exceed 200,000,000 (two hundred million) rubles, including VAT, that does not exceed two per cent of the balance asset value of JSC RusHydro as of the end of the latest reporting date.

2. Approve the Contract between JSC RusHydro and JSC SO UPS representing an interested party transaction under the following essential conditions:

Parties to Contract:

Executor - JSC RusHydro;

Customer - JSC SO UES.

Subject of Contract:

The Executor undertakes to render services to the Customer concerning reactive power control (hereinafter referred to as the Services) using power generating equipment of the following hydro-power plants (Volzhskaya Hydro Power Plant, Votkinskaya Hydro Power Plant, Zhigulevskaya Hydro Power Plant, Zagorskaya Pumped Storage Hydro Power Plant, Zelenchukskaya Hydro Power Plant, Kamskaya Hydro Power Plant, Nizhegorodskaya Hydro Power Plant, Ezminskaya Hydro Power Plant, Gizeldonskaya Hydro Power Plant), which is not used to produce electricity during the period of service rendering, in accordance with the order and conditions provided for by the Contract and regulatory legal acts of the Russian Federation, and the Customer undertakes to pay for the services rendered to the amount, order and conditions, provided by the terms of the given Contract.


In order to render the Services, the Executor carries out all necessary and appropriate actions, providing for:

1)  twenty-four hour and continuous readiness to start generating equipment from its stalled position or to change over generating equipment from electricity production mode (from pumping mode for generating equipment of pumped storage plants) to synchronous condensing mode based on control instructions given by the Customer;

2)  Execution of the customer's control instructions to change over generating equipment to synchronous condensing mode in accordance with the procedure established by the Contract and the legislation of the Russian Federation;

3)  Operation of generating equipment in synchronous condensing mode in compliance with technical parameters and characteristics established by the Сontract;

4)  maintenance of generating equipment in operating mode, including compliance with annual and monthly repair schedules established by the Customer according to the procedure provided for by the regulatory legal acts of the Russian Federation;

5)  transmission of the results of differential measurements of active and reactive electricity obtained using the automated information and measurement system for revenue metering (AIIS KUE), and transmission of data obtained from the process information exchange system with automated system of the system operator (SOTIASSO);

6)  Compliance of generating equipment with the technical requirements, compliance of AIIS KUE with the technical requirements set forth by the wholesale electricity and capacity market and with the additional requirements specified in the course of rendering services related to reactive power control and compliance of SOTIASSO with the requirements established by the Contract.

Cost of Services:

The cost of services shall be determined in accordance with Appendix 1.

Period of providing services:

- commencement date - 18.07.2011;

- end date - 31.12.2011.

 

Voting results:

 

"For" - 7 (V. I. Danilov-Danilyan, V. V. Kudryavy, G. M. Kurtser, 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.


Decision made.


1.2. Approval of a contract concluded between JSC RusHydro and JSC FGC UES representing an interested party transaction.

 

Decision:

1. Determine that the price limit of the Сontract concluded between JSC RusHydro and JSC FGC UES (hereinafter referred to as the Сontract), being an interested-party transaction, represents a sum total of the price of contracts with Executors and Suppliers, concluded by the Agent in order to fulfil instructions of the Principal under the Contract and an agency fee, and amounts to 19,410,244 (nineteen million four-hundred and ten thousand two hundred and forty four) rubles 80 kopecks, including VAT (18 per cent) - 2,960,884 (two million, nine hundred and sixty thousand, eight hundred and eighty four) rubles 80 kopecks.

2. Approve a Contract between JSC RusHydro and JSC FGC UES representing an interested party transaction under the following essential conditions:

1. The Contract is concluded to deliver equipment and execute a range of works related to the design development and reconstruction of 220 kV outdoor switchgear electric protection, 220 kV lines of the Mainskaya HPP, JSC RusHydro's branch - the Neporozhniy Sayano-Shushenskaya HPP (by title of Agent "Reconstruction and technical upgrade of the outdoor switchgear 220/110/35/10/6 kV "Oznachennoe - district main substation GPP-1").

2. Parties to Contract:

Principal - JSC RusHydro;

Agent -JSC FGC UES.

3. Subject of Contract:

The Principal instructs and the Agent for a fee undertakes to perform in its own name but at the Principal's expense, legal and other actions regarding the delivery of equipment and performance of works related to the design development and reconstruction of 220 kV outdoor switchgear electric protection, 220 kV lines of the Mainskaya HPP, JSC RusHydro's branch - the Neporozhniy Sayano-Shushenskaya HPP (by title of Agent Reconstruction and technical upgrade of the outdoor switchgear 220/110/35/10/6 kV Oznachennoe - district main step-down substation GPP-1).

4. Duration of agency services rendered under the Contract:

From 01.06.2011 till 30.11.2011.

5. Contract Price:

Price limit of the contract is determined as a sum total of the price of contracts with Executors and Suppliers, concluded by the Agent in order to fulfil instructions of the Principal under the contract, and an agency fee, and amounts to 19,410,244 (nineteen million four hundred and ten thousand two hundred and forty four) rubles 80 kopecks maximum, including VAT (18 per cent) - 2,960,884 (two million nine hundred and sixty thousand eight hundred and eighty four) rubles 80 kopecks.

In this case the sum of agency fee under the Contract equals 380,593 (three hundred and eighty thousand five hundred and ninety three) rubles 04 kopecks maximum, including VAT (18 per cent) - 58,056 (fifty eight thousand and fifty six) rubles 57 kopecks.

6. Effective Period of Contract:

The Contract comes into force from the date of its signing by the Parties and applies to their relations initiated before its conclusion (from 01.06.2011) and is valid until the Parties have fulfilled their obligations in full.


Voting results:

 

"For" - 8 (S. S. Beloborodov, V. I. Danilov-Danilyan, V. V. Kudryavy, G. M. Kurtser, M. I. Polyboyarinov, V. V. Tatsy, S. S. Vhishin).

"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.

 

Decision made.


Matter 2:   Approving the company's internal documents:


2.1. Approval of the provision for information policy of company as amended.

 

Decision:

Approve the Provision on information policy of the company as amended (Appendix 2).


Voting results:

 

"For" - 10 (S. S. Beloborodov, 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, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

2.2. Approving the Provision on insider information as amended.


Decision:

Approve the Provision on insider information of the company as amended (Appendix 3).


Voting results:

 

"For" - 10 (S. S. Beloborodov, 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, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 3: Consideration of the report on implementation of JSC RusHydro Group's consolidated business plan for 2010.


Decision:

Take into consideration the report on implementation of JSC RusHydro Group's consolidated business plan for 2010 (Appendix 4).

 

Voting results:

"For" - 10 (S. S. Beloborodov, 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, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 4: Approval of a decision on additional release of JSC RusHydro's securities.


Decision:

Approve the Resolution on additional release of the company's securities in accordance with Appendix 5.

 

Voting results:

 

"For" - 10 (S. S. Beloborodov, 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, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.


Decision made.


Matter 5: Approval of JSC RusHydro's Prospectus.


Decision:

Approve the Prospectus of the company's securities in accordance with Appendix 6.

 

Voting results:

 

"For" - 10 (S. S. Beloborodov, 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, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 6: Holding more than one office by members of the Management Board in the management bodies of other organisations.

 

Decision:

1. 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 INTER RAO UES;

-  member of the Board of Directors of JSC Irkutskenergo;

-  member of the Supervisory Board of JSC RRDB;

-  member of the Supervisory Board of NP Hydropower Engineering in Russia;

-  member of Governing Board of Independent Non-profit Organisation ISEDC.

2. Approve Rakhmetulla Shamshievich Alzhanov, Deputy Chairman of the Management Board and Chief Engineer of JSC RusHydro to hold a position of member the Supervisory Board of NP Council of Power Engineering Veterans.

3. Approve Alexey Viktorovich Maslov, Deputy Chairman of the Management Board of JSC RusHydro to hold the position of Chairman of the SRO Board of NP EnergoStroyAlliance.

4. Approve Stanislav Valeryevich Savin, member of the Management Board of JSC RusHydor, to hold a position of member of the Supervisory Board of List A attached to the Chamber of representatives of electricity suppliers of NP Market Council.

 

Voting results:

 

"For" - 10 (S. S. Beloborodov, 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, 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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