Minutes of 25.07.2011 №128

MINUTES No. 128

OF THE BOARD OF DIRECTORS MEETING


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

July 22, 2011, 6.00 p.m.

(Moscow time).

Minutes dated:

July 25, 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,


B. Yu. Kovalchuk,


V. V. Kudryavy,


G. M. Kurtser,


V. Yu. Lebedev,


A. B. Malyshev,


M. I. Poluboyarinov,


V. V. Tatsy,


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. Electing chairman of the company's Board of Directors.

2. Electing deputy chairman of the company's Board of Directors.

3. Approving the work plan of the company's Board of Directors for the second half of 2011.

4. Setting up the Working Committees under the supervision of the company's Board of Directors.

5. Holding more than one office by chairman of JSC RusHydro's Management Board in management bodies of other organisation.

6. Approving the company's transactions:

6.1. Approving transactions connected with a transfer of the company's property without compensation.

6.2. On approval of contract to be concluded by the company with the company Iberdrola Ingeniería y Construcción, S.A.U. as a transaction entailing obligations of the company arising in foreign currency (linked to fluctuation of foreign currency rate.)

6.3. On approval of conclusion of contract on security requirements between JSC RusHydro, JSC Boguchanskaya HPP, RUSAL Limited company and Vnesheconombank.

6.4. Approving security and pledge agreements concluded between JSC RusHydro and Vnesheconombank.

7. Concerning business priorities of the company: on cooperation with Voith Hydro GmbH&Co.KG.



RESULTS OF VOTING ON AGENDA:

 

Matter 1: Electing chairman of the company's Board of Directors.

 

Decision:

Elect Vladimir Vitalyevich Tatsy as chairman of the Board of Directors of JSC RusHydro.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 2: Electing deputy chairman of the company's Board of Directors.

 

Decision:

Elect Viktor Ivanovich Danilov-Danilyan as deputy chairman of the Board of Directors of JSC RusHydro.


Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 3: Approving the work plan of the company's Board of Directors for the second half of 2011.

 

Decision:

Approving the work plan of the company's Board of Directors for the second half of 2011 (Appendix 1.)


Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 4: Setting up the Working Committees under the supervision of the company's Board of Directors:


4.1. Setting up the Audit Committee under the supervision of the company's Board of Directors.

 

Decision:

1. Specify the number of members of the Audit Committee under the supervision of the company's Board of Directors - three individuals.

2. Elect the following members of the Audit Committee under the supervision of the Board of Directors of JSC RusHydro:



Full name

Job position

1.

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of
JSC RusHydro, independent director

2.

Victor Vasilyevich Kudryavy

Member of the Board of Directors of
JSC RusHydro, independent director

3.

Mikhail Igorevich Poluboyarinov

Member of the Board of Directors of
JSC RusHydro, independent director



3. Elect Viktor Ivanovich Danilov-Danilyan as Deputy Chairman of the Audit Committee under the Board of Directors of JSC RusHydro.


Voting results:

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

"Against" - 0.

"Abstained" - 1 (M. I. Poluboyarinov).


Decision made.

 

4.2. On formation of Human Resources and Remuneration Committee under the supervision of the company's Board of Directors.

 

Decision:

1.  To elect the Human Resources and Remuneration Committee under the supervision of the Board of Directors of JSC RusHydro in the following composition:

1.

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of
 JSC RusHydro, independent director

2.

Mikhail Igorevich

Poluboyarinov

Member of the Board of Directors of
 JSC RusHydro, independent director

3.

Rashid Ravelevich

Sharipov

Member of the Board of Directors of
JSC RusHydro, independent director


2. Elect Viktor Ivanovich Danilov-Danilyan as Chairman of the Human Resources and Remuneration Committee under the supervision of the Board of Directors of JSC RusHydro.

 

Voting results:

"For" - 9 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, V. V. Tatsy).

"Against" - 0.

"Abstained" - 2 (M. I. Poluboyarinov, S. V. Shishin).

 

Decision made.


4.3. Formation of Energy Efficiency, Reliability and Innovations Committee under the supervision of the company's Board of Directors.

 

Decision:

1. Specify the number of members of the Energy Efficiency, Reliability and Innovations Committee under the supervision of the Board of Directors -

 12 individuals.

2. Elect the following individuals as members of the Energy Efficiency, Reliability and Innovations Committee under the company's Board of Directors:


Full name

Job position

1.                 

Victor Vasilyevich Kudryavy

Member of the Board of Directors of

 JSC RusHydro

2.                 

Rakhmetulla Shamshi╜evich Alzhanov

Deputy Chairman of the Management Board, JSC RusHydro

3.                 

Evgeny Nikolaevich Bellendir

General Director of JSC B.E. Vedeneyev VNIIG, Doctor of Technical Science.

4.                 

Boris Borisovich Bogush

Member of the Management Board,

 JSC RusHydro

5.                 

Mikhail Vasilyevich Bolgov

Acting Deputy General Director of the Water Institute of the Russian Academy of Sciences

6.                 

Eduard Petrovich Volkov

General Director of JSC G.M. Krzhizhanovsky Institute of Energy, member of the Russian Academy of Sciences

7.                 

Victor Mikhailovich

Zimin


Chairman of the Government of the Republic of Khakassia, Member of the Board of Directors of JSC RusHydro

8.                 

Nikolay Georgievich

Kutyin

Head of the Rostechnadzor

9.                 

Aleksey Victorovich

Maslov

Member of the Management Board,

JSC RusHydro

10.            

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board, JSC RusHydro

11.            

Vladimir Vitalyevich Tatsy

Member of the Board of Directors of

JSC RusHydro

12.            

Sergey Vladimirovich Shishin

Member of the Board of Directors of

JSC RusHydro


3. Elect Viktor Vasilyevich Kudryavy as Chairman of the Energy Efficiency, Reliability and Innovations Committee under the supervision of the Board of Directors of JSC RusHydro.


Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.


4.4. On formation of Strategy Committee under the supervision of the company's Board of Directors.

 

Decision:

1. Specify the number of members of the Strategy Committee under the supervision of the Board of Directors - 11 individuals.

2. Elect the Strategy Development Committee under the company's Board of Directors:



Full name

Job position

1. 

Andrey Borisovich Malyshev

Member of the Board of Directors of

JSC RusHydro

2. 

Sergey Sergeevich Beloborodov

Member of the Board of Directors of

JSC RusHydro

3. 

Vsevolod Valeriyanovich Gavrilov

Head of the Directorate for Project Management in the sphere of power supply and environmental management of Sberbank of Russia

4. 

Evgeny Evgenyevich Gorev

Member of the Management Board, JSC RusHydro

5. 

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of

JSC RusHydro

6. 

Valentin

Efimovich

Mezhevich

Member of the Federation Council of the Federal Assembly of the Russian Federation, First Deputy Chairman of Natural Monopolies Commission of the Federation Council

7. 

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board,

JSC RusHydro

8. 

Dmitry Igorevich Skryabin

Senior dealer of Bank Stock Department of VTB Capital

9. 

Maria Gennadyevna Tikhonova

Director of the Economic Regulation and Property Relations Department in FEC of the Ministry of Energy of the Russian Federation

10.          

Aleksandr Sergeevich Yugov

Head of the Oil and Gas and Mineral Raw Materials Industry Department under the supervision of the Administration for Infrastructural Branches and Organisations of the VPK Rosimushestvo

11.          

Mikhail Igorevich Poluboyarinov

Member of the Board of Directors of

JSC RusHydro


3. To elect Andrey Borisovich Malyshev as Chairman of the Strategy Development Committee under the supervision of the Board of Directors of

JSC RusHydro.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (M. I. Poluboyarinov).

 

Decision made.


4.5. On formation of the Investment Committee under the supervision of the company's Board of Directors.

 

Decision:

1.  Specify the number of members of the Investment Committee under the supervision of the Board of Directors - 11 individuals.

2.  Elect the following individuals as Investment Committee under the company's Board of Directors:



Full name

Job position

1.   

Vladimir Vitalyevich Tatsy

Member of the Board of Directors of

JSC RusHydro

2.   

Alexandr Vale╜ryevich Grigoryev

General Director of OJSIC Ingosstrakh

3.   

Igor Leonidovich Dubovsky

Deputy Head of the State Tariff Management Division of the State Tariff Regulation, Infrastructural Reforms and Energy Efficiency Department of the Ministry for Economic Development of the Russian Federation

4.   

Mikhail Alekseevich Mantrov

Deputy Chairman of the Management Board,

JSC RusHydro

5.   

Vasily Vladislavovich Nikonov

Director of the Electricity Development Department under the supervision of the Ministry of Energy of the Russian Federation

6.   

Denis Aleskandrovich Nozdrachev

Chairman of the Management board of JSC CB Svyaz-Bank

7.   

Mikhail Igorevich Poluboyarinov

Member of the Board of Directors of

 JSC RusHydro

8.   

Maria Gennadyevna Tikhonova

Director of the Economic Regulation and Property Relations Department in FEC of the Ministry of Energy of the Russian Federation

9.   

George Ilyich Rizhinashvili

Deputy Chairman of the Management Board,

JSC RusHydro

10.            

Viktor Ivanovich Danilov-Danilyan

Member of the Board of Directors of

JSC RusHydro

11.            

Ivan Sergeevich Korolev

Deputy General Director of the Institute of World Economics and International Relations of the Russian Academy of Science


3. Elect Vladimir Vitalyevich Tatsy as Chairman of the Investment Committee under the supervision of the Board of Directors of JSC RusHydro.

 

Voting results:

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

"Against" - 0.


"Abstained" - 0.

Decision made.

 

Matter 5: Holding more than one office by Deputy Chairman of JSC RusHydro's Management Board in management bodies of other organisation.

 

Decision:

 

Agree upon Deputy Chairman of the Management Board of JSC RusHydro Alexey Viktorovich Maslov combining position of General Director of Joint Stock company Management company HydroOGK.


Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

Matter 6: Approving the company's transactions:


6.1.   Approving transactions connected with a transfer of the company's property without compensation.

 

Decision:

1.   Approve conclusion of the Contract between JSC RusHydro and Department for Internal Affairs of the Gorodetsky District in the Nizhny Novgorod region for uncompensated use of property.

Parties to Contract:

Bailee - Department for Internal Affairs of the Gorodetsky District in the Nizhny Novgorod region;

Bailor - JSC RusHydro.

Subject of Contract:

The Bailor allows temporary uncompensated use of indoor premises by the Bailee (numbers on inventory plan (Appendix No. 1 to the present Contract) Nos. 1, 2, 3, 4) total area 43.5 sq.m in the building of Guard Post No. 1, located at the following address: Nizhegorodskaya Region, Chkalovsky District, Vershilovsky v/c, PK-1+00 of earth-fill dam No. 1-2 (hereinafter - Property), and Bailee shall return the Property to the Bailor in as good a state as when received upon expiry of the Contract.

Effective Period of Contract:

The Contract comes into force from the date it is signed and remains valid through February 29, 2012.  Terms of this contract shall be applied to the relations between the Parties initiated prior to signing of this contract beginning on April 1, 2011.

2.   Approve conclusion of the Contract between JSC RusHydro and Department for Internal Affairs of the Gorodetsky District in the Nizhny Novgorod region for uncompensated use of property.

Parties to Contract:

Bailee -  Department for Internal Affairs of the Gorodetsky District in the Nizhny Novgorod region;

Bailor - JSC RusHydro.

Subject of Contract:

The Bailor allows temporary free use of indoor premises by the Bailee (numbers on inventory plan (Appendix No. 1 to the present Contract) Nos. 1, 2, 4, 5) total of 33.2 sq.m in the building of Guard Post No. 2, located at the following address: Nizhegorodskaya Region, Gorodetsky District, Gorodets, Ordzhonikidze St, 360 m north-west of house No. 118 (hereinafter - Property), and the Bailee shall return the Property to the Bailor in as good a state as when received upon expiry of the Contract.

Effective Period of Contract:

The Contract comes into force from the date it is signed and remains valid through February 29, 2012. Terms of this contract shall be applied to the relations between the Parties initiated prior to signing of this contract beginning on April 1, 2011.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

6.2.   On approval of contract to be concluded by the company with the company Iberdrola Ingeniería y Construcción, S.A.U. as a transaction entailing obligations of the company arising in foreign currency (linked to fluctuation of foreign currency rate).

 

Decision:

In accordance with p. 4.5.5 of the Lending Policy Regulation of JSC RusHydro, approve conclusion of the contract between the company and Iberdrola Ingeniería y Construcción, S.A.U. as a transaction entailing obligations of the company arising in foreign currency (linked to fluctuation of foreign currency rate) under the following essential conditions:


Parties of the Contract:

Party 1 - Joint-Stock Company Federal Hydrogenerating company (JSC RusHydro).

Party 2 - Iberdrola Ingeniería y Construcción, S.A.U.


Subject of the Contract:

Complex reconstruction of ORU-500 kV outdoor switchgear (modification of the existing Technical project, implementation of work project based on modified technical project, coordination of the project with interested parties, conduction of state examination of the project, construction, supply of equipment, installation, setting-up and putting to work of buildings, equipment and supply pipelines) for the JSC RusHydro Subsidiary - Votkinskaya HPP.

Capability of ORU-500 kV outdoor switchgear of JSC RusHydro Subsidiary - Vorkinskaya HPP shall comprise minimum 2300 MW.


Contract Price Limit:

Contract price limit is the total sum of (maximum): 619,780,129 (six hundred and nineteen million, seven hundred and eighty thousand one-hundred and twenty-nine) rubles 58 kopecks, incl. VAT - 94,542,731 (ninety-four million five hundred and forty-two thousand seven hundred and thirty-one) rubles 63 kopecks, and

21,801,386 (twenty-one million eight-hundred and one thousand three-hundred and eighty-six) euros 32 cents, incl. VAT - 3,325,635 (three million, three hundred and twenty-five thousand six hundred and thirty-five) euros 20 cents.


Contract Validity Period:

Until complete fulfilment  of the obligations by the Parties.

 

Voting results:

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

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

6.3. On approval of conclusion of contract on security requirements between JSC RusHydro, JSC Boguchanskaya HPP, RUSAL Limited company and Vnesheconombank.

 

Decision:

 

Approve conclusion of the contract on security requirements between JSC RusHydro, JSC Boguchanskaya HPP, RUSAL Limited company and Vnesheconombank under the following essential terms:

1.   Parties to Contract:

Provider of security - JSC RusHydro;

Borrower - JSC Boguchanskaya HPP;

Investor 2 - RUSAL Limited company;

Loan Holder - Vnesheconombank.


2. Subject of Contract: The Contract regulates the rights and obligations of the Provider of security, the Borrower, Investor 2 and the Loan Holder, arising from Provider fulfilling the Borrower's obligations under the Credit Agreement
No. 110100/1168 dated 01.12.2010 (hereinafter - Credit Agreement) under the following essential terms:

2.1. When the Borrower's obligations under the Credit Agreement are fulfiled, the Loan Holder's rights under Borrower's obligations are transferred to the Provider in the volume of Loan Holder's requirement on behalf of the Borrower satisfied by the Provider subject to the provisions of points 2.2-2.6 of the present decision and under the other conditions provided by the Contract. 

2.2. After assignment to the Provider of Security of all Loan Holder's rights under the Credit Agreement and provided the Borrower completely fulfils the obligations to the Loan Holder, all security and pledge agreements, as well as other security obligations concluded in compliance with the conditions of the Credit Agreement are suspended, and the rights to pledged property shall not be assigned to the Provider.

2.3. Until the Borrower completely fulfils all obligations under the Credit Agreement in cases if the Provider has partially fulfiled the obligations under the Credit Agreement on behalf of the Borrower, the Provider waives to Investor 2, and Investor 2 shall buy at par value the half of the sum of rights (requirements) of the Provider to the Borrower (regarding each case of payment of debt of the Borrower under the Credit Agreement), assigned to the Provider from the Loan Holder. Obligation of Investor 2 to buy half of corresponding claims to the Borrower from the Provider is regarded as debt subject to payment in procedure and with legal consequences set forth in Chapter 18 of Agreement of Cooperation between
JSC RusHydro, JSC RUSAL, RUSAL LIMITED, JSC RAO UES of RUSSIA and RUSAL ENERGY LIMITED dated May 31, 2006 (incl. payment of interest on sums of entitlement.). After complete fulfilment of Borrower's obligations under the Credit Agreement, the corresponding debt of the Borrower to the Provider and/or Investor 2 is substituted by non-negotiable non-interest bearing notes.

2.4. Exclusive of claims of the Provider to the Borrower, already assigned to Investor 2, after complete fulfilment of obligations of the Borrower under the Credit Agreement, the Borrower's liabilities to the Provider arising from fulfilment  by the Provider of Borrower's liabilities to the Loan Holder, are substituted by non-negotiable non-interest bearing notes. Simultaneously with substitution of Borrower's liabilities 50 per cent of the sum of bearing notes specified in the present clause are subject to selling by the Provider to Investor 2, and Investor 2 shall buy them at par value. Herewith the bearing notes purchase agreement incorporates a 365-days deferral of bearing notes payment with interest and legal consequences under Chapter 18 of Agreement of Cooperation between JSC RusHydro, JSC RUSAL, RUSAL LIMITED, JSC RAO UES of RUSSIA and RUSAL ENERGY LIMITED dated May 31, 2006 (hereinafter - Agreement of Cooperation.). Similar sanctions shall be applied to Provider of Security in case of failure to ensure due sales and assignment of bearing notes.


In case of failure of Investor 2 to fulfil the obligations to pay in compliance with the bearing notes purchase contract in the given period, Investor 2 shall be entitled to returning the assigned bearing notes to the Provider of Security for the benefit of his liability to match the sum of the corresponding debt to the Provider of Security at par value of the bearing note.

If after 30 (thirty) days as of the date of full repayment of obligations of the Borrower under the Credit Agreement the parties have not performed substitution of Borrower's liabilities to the Provider as indicated in the present clause of the Decision, regardless of reasons, the Provider of Security shall give to Investor 2 and Investor 2 shall purchase at par value half of the sum of rights (claims) of the Provider to the Borrower (regarding each case of debt redemption by the Borrower under the Credit Agreement, exclusive of rights (claims), that have already been assigned to Investor 2 in compliance with Clause 2.3 above), assigned to the Provider by the Loan Holder, under conditions similar to bearing notes purchase contract conditions provided by the current clause.

2.5. Claims of Provider and Investor 2 to the Borrower (including those based on conditions listed in clauses 2.1-2.4 above) may come upon and shall be fulfiled by the Borrower after full redemption of Borrower's debt under the Credit Agreement.

2.6. Claims of Provider and Investor 2 to the Borrower are unsecured (rights owned by the Loan Holder as Pledger, and under other security agreements, are not assigned to Provider and Investor 2.)

3. Contract Price:

The value of the contract shall be established as an aggregate of the following values:

3.1. A bank credit to the sum of up to 28,100,000,000 (twenty-eight billion and one hundred million) rubles;

3.2. Rate of interest:

- in the period before 30.06.2012 - fixed rate equal to the refinancing rate of the Bank of Russia effective as of the signing of the Credit Agreement plus 2 per cent of the annual interest;

- from 30.06.2012 - variable rate equal to the refinancing rate of the Bank of Russia plus 2 per cent of the annual interest.

Interest rate under the agreement is subject to change on the date the refinancing rate of the Bank of Russia is changed by value of such change, but shall not fall below 9.5 (Nine point five) per cent of the annual interest;

3.3. Commission for granting of a credit to the amount of a maximum 1 per cent of credited amount;

3.4. Commission for unexpended balance of credit line in the amount of 0.5  per cent maximum per year of the unexpended balance;

3.5. Penalties and fees under the agreement:

a. penalty (fee) to the sum of amount 10.25 (ten point two-five) per cent per year at the sum of overdue debt under the Credit Agreement increased by 10.25 (ten point two-five) per cent per year at the sum of overdue interest debt and the sum of unpaid commissions in due time;

b. penalty (fee) of 0.03 (zero point zero-three) per cent of the sum of credit per each calendar day of outstanding commitment, listed in clauses 6.1., 6.3., and 6.4. of Article 6 of the Agreement until the date of liquidation of the corresponding breach;

3.6. Other payments provided under the Civil Code for contracts of guarantee.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev)

 

Decision made.

 

6.4. Approving security and pledge agreements concluded between JSC RusHydro and Vnesheconombank.

 

Decision:

 

Approve conclusion of security and pledge agreements between JSC RusHydro and Vnesheconombank under the following essential conditions:

1. Contract Parties:

Pledger - JSC RusHydro,

Pledge holder - Vnesheconombank.

2. Subjects of the Contracts:

2.1. The Pledger pledges the following to the Pledge Holder in order to secure the liability of CJSC Boguchansky Aluminium Smelter (the Borrower) under Credit Agreement No. 110100/1167 dated 03.12.2010, concluded with Vnesheconombank (including liability to return the sum of credit, interest payments, commissions and other payments provided by the Credit Agreement
No. 110100/1167 dated 03.12.2010):

-  Ordinary registered shares of CJSC Boguchanskaya HPP Construction Organiser, state registration number of the issue: 1-01-72017-N, quantity: 5,100; pledge value:  3,570 rubles.

-  Ordinary registered shares of CJSC Boguchanskaya HPP Construction Owner, state registration number of the issue: 1-01-72016-N, quantity: 4900; pledge value:  3,430 rubles.

2.2. The Pledger pledges the following to the Pledge Holder in order to secure the liability of JSC Boguchanskaya HPP (the Borrower) under Credit Agreement No. 110100/1168 dated 01.12.2010, concluded with Vnesheconombank (including liability to return the sum of credit, interest payments, commissions and other payments, provided by Credit Agreement No. 110100/1168 dated 01.12.2010):

-  Ordinary registered shares of CJSC Construction Organiser for Boguchansky Aluminium Smelter, state registration number of the issue: 1-01-72010-N, quantity: 4,900; pledge value:  3,430 rubles.

-  Ordinary registered shares of CJSC Construction Owner for Boguchansky Aluminium Smelter, state registration number of the issue: 1-01-72015-N, quantity: 5,100; pledge value: 3,570 rubles.

2.3. Basic parameters of commitments secured by the pledge:

2.3.1. commitments of JSC Boguchanskaya HPP:

2.3.1.1. Parties to Contract:

- Loan Holder, Bank - State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank);

- Borrower - JSC Boguchanskaya HPP.

2.3.1.2.  Subject of Contract:

The Bank shall accommodate the Borrower with monetary assets in the form of credit with a limit of 28,100,000,000 (Twenty-eight billion one-hundred million) rubles (hereinafter - the Credit) including:

-  part of the Credit of 22,600,000,000 (twenty-two billion sixty-hundred million) rubles to pay Borrower's costs listed in the capital investment plan, including those for refunding of Borrower's expenses incidental prior to conclusion of the Agreement and for payment of Borrower's expenses under the agreement to the extent of payment for technical auditor's services and Borrower's expenses incidental to insurance in compliance with the insurance programme recommended by the insurance broker;

-  part of Credit of 5,500,000,000 (Five billion five-hundred million) rubles to pay the interest and commissions under the agreement, and the Borrower shall be obliged to return the Credit, pay interest to the Bank for using the credit, and fulfil other obligations in compliance with the conditions of the agreement within the period specified in the agreement.

2.3.1.3.  Limit of the line of credit:  28,100,000,000 (Twenty eight billion one hundred million) rubles.

2.3.1.4.  Interest on loan under the Agreement is set at:

- in the period before 30.06.2012 - fixed rate equal to the refinancing rate of the Bank of Russia effective as of the signing of the Credit Agreement plus 2 per cent of the annual interest.

- from 30.06.2012 - variable rate equal to the refinancing rate of the Bank of Russia plus 2 per cent of the annual interest.

Interest rate under the agreement is subject to change on the date the refinancing rate of the Bank of Russia is changed by value of such change, but shall not fall below 9.5 (Nine point five) per cent of the annual interest.

Each calculating period equals to three calendar months starting on the date of first Credit.  Interest per last calculating period is paid simultaneously with payment of Credit in full discharge.

2.3.1.5. Commission for issue of Credit - 1 (one) per cent of Credit limit provided in clause 3 of the current Decision.

2.3.1.6. Commission for uncommitted balance of the Credit equals to 0.5 (zero point five) per cent of the annual interest. Commission for uncommitted balance of the Credit is charged on uncommitted balance of the Credit.

2.3.1.7. Advance repayment of Credit: full or partial advanced repayment of the Credit within the period of use of the Line of Credit is allowed only provided preliminary written consent of the Bank is received.

Upon expiry of Line of Credit availability period and within five years of the date of its first use, full or partial advance payment of Credit is allowed provided the Bank receives written notice from the Borrower regarding this 60 days prior to the date of such advanced payment indicating the sum and date of advance payment and payment of commission to the Bank equal to two per cent of the sum of advance payment no later than the date of such advance payment.

Upon expiry of five years period from the date of first use of the Line of Credit full or partial advance payment of Credit is allowed provided the Bank receives preliminary written notice from the Borrower five working days prior to the date of such payment indicating the sum and date of advance repayment.

2.3.1.8. Credit availability period: from agreement signing date to September 30, 2013 (inclusive).

2.3.1.9. Credit redemption plan: The Borrower shall return payable Credit to the Bank through quarterly payments in compliance with the schedule attached to the Agreement.

2.3.1.10. Security of Borrower's Liability under the agreement: execution of Borrower's Liability under the agreement is secured by:

2.3.1.10.1. Pledge of movable property formalised by corresponding pledge contracts between the Bank and the Borrower.

2.3.1.10.2. Pledge of tenancy of land lots/pledge of land lots (provided these are owned by the Borrower) with extension of mortgage on lot-based immovable property or immovable property under construction, finalized by corresponding pledge contract between the Bank and the Borrower.

2.3.1.10.3. Pledge of 93.72 (ninety-three point seven-two) per cent of Borrower's shares formalised by corresponding shares pledge contracts between the Bank and the Borrowers shareholders.

2.3.1.10.4. Pledge of 100 (one hundred) per cent of shares of CJSC Boguchanskaya HPP Construction Organiser formalised by shares pledge contracts between the Bank and the shareholders of CJSC Boguchanskaya HPP Construction Organiser.

2.3.1.10.5. Pledge of 100 (one hundred) per cent of shares of CJSC  HPP Construction Owner formalised by shares pledge contracts between the Bank and the shareholders of CJSC Construction Owner for the Boguchanskaya HPP.

2.3.1.10.6. Pledge of rights (claims) to get receipts from equipment rental contracts formalised with the corresponding rights (claims) pledge contract between the Bank and the Borrower.

2.3.1.10.7. Pledge of bearing notes total nominal value minimum 35,500,00,0000 (thirty-five billion, five hundred million) rubles, in compliance with the pledge endorsement by BoGESLimited (Cyprus), JSC RusHydro and AluminiumGroupLtd.

2.3.1.10.8. Further pledge of 100 (one hundred) per cent of shares of CJSC Boguchansky Aluminium Smelter formalised by further shares pledge contract between the Bank and the shareholders of CJSC Boguchansky Aluminium Smelter.

2.3.1.10.9. Further pledge of 100 (one hundred) per cent of shares of CJSC Construction Organiser of the Boguchansky Aluminium Smelter formalised by corresponding further shares pledge contracts between the Bank and the shareholders of CJSC Construction Organiser of the Boguchansky Aluminium Smelter.

2.3.1.10.10. Further pledge of 100 (one hundred) per cent of shares of CJSC Construction Owner of the Boguchansky Aluminium Smelter formalised by corresponding further shares pledge contracts between the Bank and the shareholders of CJSC Construction Owner of the Boguchansky Aluminium Smelter.

2.3.1.10.11. Further pledge of movable property pledged to CJSC Boguchansky Aluminium Smelter in the Bank's favour providing for obligations under the Credit Agreement with the Bank formalised with corresponding contracts of further pledge between the Bank and CJSC Boguchansky Aluminium Smelter.

2.3.1.10.12. Further pledge of land lease rights/pledge of land lots in property of CJSC Boguchansky Aluminium Smelter (if those are owned by CJSC Boguchansky Aluminium Smelter) with extension of mortgage on lot-based immovable property or immovable property under construction finalised by corresponding further pledge contract between the Bank and CJSC Boguchansky Aluminium Smelter.

2.3.1.10.13. Further pledge of rights (claims) to receive earnings of CJSC Boguchansky Aluminium Smelter against off take contracts for sale of final products formalised with a corresponding Contract of further pledge of rights (claims) between the Bank and CJSC Boguchansky Aluminium Smelter.

2.3.1.10.14. Joint guarantee of JSC RusHydro formalised with a corresponding guarantee agreement between the Bank and JSC RusHydro.

2.3.1.11. Borrower's Liability: From the date when the Credit unpaid in due terms is charged to a past-due loan account, the Bank shall impose a penalty (fee) in addition to the loan rate of 10.25 (ten point two-five) per cent per annum. From the date the interest on Credit unpaid in due term is charged to a past-due interests account, the Bank shall impose a penalty (fee) on them to the loan rate established by the agreement increased by 10.25 (ten point two-five) per cent per annum. The amount of commission unpaid in due terms shall be charged by the Bank based on penalty (fee) with loan rate established by the agreement increased by 10.25 (ten point two-five) per cent per annum.

If the Borrower fails to fulfil the obligations listed in clauses 6.1., 6.3. and 6.4. of Article 6 of the agreement the Borrower shall pay the penalty (fee) of 0.03 (zero point zero-three) per cent of the sum of credit per each calendar year of non-performance of the given obligation prior to the date of elimination of the corresponding breach.

2.3.1.12.  Entry of the Credit Agreement into force and its validity period: the Credit Agreement enters into force from the date it is signed by the parties and shall remain valid until the date of full execution of obligations of the parties under the Credit Agreement.

2.3.1.13. Credit length (length of final redemption of the loan principal) until 20.12.2026 (incl.)

2.3.2. obligations of CJSC BoAZ:

2.3.2.1. Parties to Contract:

-  State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) - Loan Holder, Bank.

-  CJSC Boguchansky Aluminium Smelter - Borrower.

2.3.2.2. Subject of Contract:

The Bank undertakes to supply the Borrower with monetary funds in the form of a line of credit with limit to the sum equal to the equivalent of 21,910,000,000 (twenty-one billion nine-hundred and ten million) rubles in US dollars at exchange rate established by the Central Bank of the Russian Federation on the day the Agreement is signed, including:

-  part of the Credit in the amount equivalent to 12,800,000,000 (twelve billion, eight hundred million) rubles in US dollars at exchange rate of the Central Bank of the Russian Federation on the date the agreement is signed, for funding of Borrower's expenses specified in Capital costs budget and payment of Borrower's expenses under the contract concluded between the Bank, the Borrower and the Supervisory Company;

-  part of the Credit in the amount equivalent to 450,000,000 (four-hundred-and-fifty million) rubles in US dollars at exchange rate of the Central Bank of the Russian Federation on the date of signing the agreement, for payment by the Borrower of expenses for construction of the fire depot and external water supply networks;

-  part of the Credit in the amount equivalent to 2,595,000,000 (two billion, five hundred and ninety-five million) rubles in US dollars at exchange rate of the Central Bank of the Russian Federation on the date of signing the agreement, for payment by the Borrower of expenses for construction of the personnel housing;

-  part of the Credit in the amount equivalent to 2,065,000,000 (two billion, sixty-five million) rubles in US dollars at exchange rate of the Central Bank of the Russian Federation on the date of signing the Agreement, for payment by the Borrower of expenses for construction of railroad infrastructure;

-  part of the Credit in the amount equivalent to 4,000,000,000 (four billion) rubles in US dollars at exchange rate of the Central Bank of the Russian Federation on the date of signing the agreement, for payment by the Borrower of interest and commission under the Agreement;

and the Borrower undertakes to refund the Credit in due terms specified by the Agreement, pay interest to the Bank for using the Credit and fulfil other obligations in compliance with provisions established by the agreement.

2.3.2.3. Rate of interest:

-  No more than 10 per cent per year.

2.3.2.4. Commission fee for credit granting:

-  No more than 1 per cent of the credit amount.

2.3.2.5. Commission fee for unexpended balance of the credit line:

-  No more than 0.5 per cent per year.

2.3.2.6.  Security of Borrower's Liability under the agreement: execution of Borrower's Liability under the agreement is secured by:

2.3.2.6.1. Pledge of movable property formalised by corresponding pledge contracts between the Bank and the Borrower.

2.3.2.6.2. Pledge of tenancy of land lots/pledge of land lots (provided these are owned by the Borrower) with extension of mortgage on lot-based immovable property or immovable property under construction, finalized by corresponding pledge contract between the Bank and the Borrower.

2.3.2.6.3. Pledge of 100 (one hundred) per cent of Borrower's shares formalised by corresponding shares pledge contracts between the Bank and the Borrowers shareholders.

2.3.2.6.4. Pledge of 100 (one hundred) per cent of shares of CJSC Construction Organiser for the Boguchansky Aluminium Plant formalised by shares pledge contracts between the Bank and the shareholders of CJSC Construction Organiser for the Boguchansky Aluminium Smelter.

2.3.2.6.5. Pledge of 100 (one hundred) per cent of shares of CJSC Construction Owner for the Boguchansky Aluminium Plant formalised by shares pledge contracts between the Bank and the shareholders of CJSC Boguchansky Aluminium Smelter.

2.3.2.6.6. Further pledge of 93.72 (Ninety-three point seventy-two) per cent of shares of JSC Boguchanskaya HPP formalised by corresponding further shares pledge contract between the Bank and the shareholders of JSC Boguchanskaya HPP.

2.3.2.6.7. Further pledge of 100 (one hundred) per cent of shares of CJSC Boguchanskaya HPP Construction Organiser formalised by corresponding further shares pledge contracts between the Bank and the shareholders of CJSC Boguchanskaya HPP Construction Organiser.

2.3.2.6.8. Pledge of 100 (one hundred) per cent of shares of CJSC Boguchanskaya HPP Construction Owner formalised by shares pledge contracts between the Bank and the shareholders of CJSC Boguchanskaya HPP Construction Owner.

2.3.2.6.9. Further pledge of movable property pledged to JSC Boguchanskaya HPP in the Bank's favour providing for obligations under the Credit Agreement with the Bank formalised with corresponding contracts of further pledge between the Bank and JSC Boguchanskaya HPP.

2.3.2.6.10. Pledge of rights (claims) to receive earnings of CJSC Boguchansky Aluminium Smelter against off take contracts for sale of final products formalised with the corresponding Contract of further pledge of rights (claims) between the Bank and Borrower.

2.3.2.6.11. Other obligations under Credit Agreement No.110100/1167 dated 03.12.2010 and its Supplementary Agreement No.1 dated 09.03.2011.

4. Contract Price: Price of property pledged under each of the contracts amounts to 7,000 (seven thousand) rubles.

5. Contract validity term: The Contracts come into force from the date of their signing by the Parties and shall remain valid until Parties have fully completed their obligations ensured by the pledge.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev)

 

Decision made.

 

Matter 7: Concerning business priorities of the company: on cooperation with Voith Hydro GmbH&Co. KG.

 

Decision:

1.  Approve conclusion of General contractor contract between JSC RusHydro and Voith Hydro GmbH & Co. KG for supply of runners to upgrade the hydraulic turbines st. No. 1 and 2, manufacture the hydraulic turbine cover st. No. 1 of the Miatlinskaya HPP at the Dagestan branch of JSC RusHydro (hereinafter - Contract), under the following essential terms:


Parties to Contract:

General contractor - Voith Hydro GmbH & Co. KG.

Customer - JSC RusHydro.


Subject of Contract:

General contractor undertakes to supply runners to upgrade the hydraulic turbines st. No. 1 and 2 and the hydraulic turbine cover st. No. 1 for the Miatlinskaya HPP at the Dagestan branch of JSC RusHydro (Facility) including design project development, execution of model tests, manufacture and delivery of equipment, spare parts and installation assemblies within the terms and according to procedure established by the Contract.


Contract Price:

Maximum 23,300,000 (twenty-three million, three-hundred thousand) euros, VAT not included. Furthermore, VAT shall be paid in compliance with the requirements of the legislation of the Russian Federation.

Contract price does not include customs duties in accordance with the requirements of the legislation of the Russian Federation. The customs duties are excluded in accordance with the requirements of the legislation of the Russian Federation and come to the value of the contract.

Effective Period of Contract: by the end of year 2014.


2.  Approve the offset transaction between JSC RusHydro and Voith Hydro GmbH & Co. KG by way of concluding the general contractor contract for comprehensive upgrade of the vertical Kaplan turbines Nos. 1-21 and comprehensive upgrade of hydro power unit No. 24 at the Saratovskaya HPP affiliate of JSC RusHydro (hereinafter - Contract) under the following essential terms:


Parties to Contract:

General contractor - Voith Hydro GmbH & Co. KG.

Customer - JSC RusHydro.


Subject of Contract:

The General contractor shall perform the works for comprehensive upgrade of the vertical Kaplan turbines Nos. 1-21 and comprehensive upgrade of hydro power unit No. 24 at the Saratovskaya HPP affiliate of JSC RusHydro (Facility) including development of design project for upgrade of the vertical Kaplan turbines Nos. 1-21 and hydro power unit No. 24, turn-key manufacture, delivery and replacement of the equipment of the hydraulic turbines Nos. 1-21 and hydro power unit No. 24, hand over completed, fully equipped, installed, tested, ready for connection to external infrastructure, for setting to work and ready for operation ensuring that the Guaranteed Parameters are met, for the Customer, in due time and procedure established by the contract, and the Customer shall accept the Facility and pay for the same within the period and subject to conditions established by the present Contract.


Contract Price:

Maximum 1,108,200,000 (one billion, one hundred and eight million, two hundred thousand) euros, VAT not included. Furthermore, VAT shall be paid in compliance with the requirements of the legislation of the Russian Federation.

Contract price does not include customs duties in accordance with the requirements of the legislation of the Russian Federation.  The customs duties are excluded in accordance with the requirements of the legislation of the Russian Federation and come to the value of the contract.

Contract price includes:


- Cost of works on comprehensive upgrade of vertical Kaplan turbines Nos. 1-21 which amounts to 1,075,000,000 (One billion seventy-five million) Euros maximum, VAT not included. VAT shall be paid in accordance with requirements of the legislation of the Russian Federation;


- Cost of works for comprehensive upgrade of hydro power unit No. 24 amounts to 33,200,000 (Thirty-three million, two hundred thousand) euros maximum, VAT not included. The VAT shall be paid in accordance with requirements of the legislation of the Russian Federation.

Price of hydraulic turbines Nos. 1-5 for Saratov HPP is fixed.


Price of hydraulic turbines Nos. 6-21 for Saratov HPP is based on the current price level and shall be subject to recalculation in compliance with the price escalation formula specified below.


Price escalation formula:

Russian part:

Pp = P0 × [0.2 × (St/St0) + 0.1 × (Sc/Sc0) + 0.7 × (Ll/Ll0)]

Import part:

Pp = P0 × [0.1 × (St/St0) + 0.3 × (Sc/Sc0) + 0.05 × (Cs/Cs0) + 0.05 × (Cc/Cc0) + + 0.5 × (La/La0)]

P0 - price of first package (without lump-sum costs, refers to four hydro power units);

Pp - price of one (each) package;

St0  - prices of stainless steel based on offer/offers at order of the first package;

St - prices of stainless steel based on offer/offers at cost estimation per each package;

Sc0  - prices of carbon steel based on offer/offers at the order of the first package;

Sc - prices of carbon steel based on offer/offers at cost estimation per each package;

Cs0  - prices of stainless steel casting based on offer/offers at the order of the first package;

Cs - prices of stainless steel casting based on offer/offers at cost estimation per each package;

Cc0 - prices of carbon steel casting based on offer/offers at the order of the first package;

Cc - prices of carbon steel casting based on offer/offers at cost estimation per each package;

 Ll/Ll0 - factor characterising alteration in cost of local manpower and taken equal to Consumer price index for goods and services across the Russian Federation (based on publications by the Russian State Federal Service of Government Statistics) from the order of the first package to cost estimation for the corresponding package;

La0 - manpower expenses in Austria based on official minimum wage of a qualified worker in metal-based manufacturing industry (based on publications of the Austrian Chamber of Commerce) at the order of the first package;

La - manpower expenses in Austria based on official minimum wage of a qualified worker in metal-based manufacturing industry (based on publications of the Austrian Chamber of Commerce) at cost estimation per each package.

Effective Period of Contract: by the end of year 2024.


3. Approve assumption of obligations in foreign currency (linked to foreign currency exchange rate) by JSC RusHydro to the amount of values of Contracts specified in clauses 1 and 2 of the present Draft Decision.

4. Consider application of offset mechanism (production localization) as a priority for JSC RusHydro part of implementation of the contract with Voith Hydro GmbH & Co. KG. on comprehensive upgrade of the vertical Kaplan turbines Nos. 1-21 at the Saratovskaya HPP.

5. To instruct E. V. Dod, Chairman of JSC RusHydro's Management Board, to study the subject of establishing a joint venture with Voith Hydro GmbH & Co. KG to complete comprehensive upgrade of the vertical Kaplan turbines Nos. 1-21 and comprehensive upgrade of hydro power unit No. 24 at the Saratovskaya HPP affiliate of JSC RusHydro. Inform members of the company's Board of Directors by December 22, 2011.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (V. Yu. Lebedev)

 

Decision made.

 


 

 

Chairman of the Board of Directors                                                  V. V. Tatsy


Corporate Secretary                                                                M. M. Lukyanova

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