Minutes of 28.06.2011 №127

MINUTES No. 127

OF THE BOARD OF DIRECTORS MEETING


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

June 28, 2011, 6.00 p.m.

(Moscow time).

Minutes Dated:

June 28, 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. I. Shmatko (Chairman),


A. B. Ballo,


S. S. Beloborodov,


E. P. Volkov,


E. V. Dod,


V. M. Zimin,


B. Yu. Kovalchuk,


V. V. Kudryavy,


G. M. Kurtser,


A. B. Malyshev,


M. V. Seliverstova,


R. R. Sharipov.



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. Intermediate execution results of the company's Business Plan for 2011 with due account of the first quarter, 2011 (including the Investment Programme implementation report for the first quarter of 2011).

2. Approval of the report on execution of key performance indicators of the company for the first quarter of 2011.

3. Updated financing sources for JSC RusHydro's Investment Programme for 2011.

4. Approving the company's transactions:

4.1. Approval of the contract concluded between JSC RusHydro and Open Joint-Stock Company Federal Grid Company of Unified Energy System (JSC FGC UES) being an interested party transaction.

4.2. Approval of mutually connected transactions (contracts) of purchase and sale of electricity being interested party transactions.

4.3. Transactions connected with transfer of property without compensation.

5. Implementation of Comprehensive infrastructure development programme at the urban-type settlement Cheremushki for 2010-2014 in 2011.

6. Introduction of amendments and supplements to the Register of non-core assets of the company.

7. Determination of company's (company's representatives) opinion regarding the agendas of the Board of Directors Meeting and General Shareholders' (Participants) Meeting of the company's subsidiaries and affiliates (SA).

8. Review of the reports of the Chairmen of the Committees under the Board of Directors on the results of activities of the 2010-2011 corporate year.



RESULTS OF VOTING ON AGENDA:

 

Matter 1: On intermediate execution results of the company's Business plan for 2011 with due account of the first quarter, 2011 (including the Investment Programme execution report for the first quarter of 2011).


Decision:

To take note of the intermediate implementation results of the Business Plan for 2011 with due account of the first quarter of 2011 (including the Investment Programme implementation report for the first quarter of 2011) (Appendix 1).

 

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.


Matter 2: Approval of the report on execution of key performance indicators of the company for the first quarter of 2011.

 

Decision:

To approve the report on execution of key performance indicators of JSC RusHydro for the first quarter of 2011 (Appendix 2).


Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).

 

Decision made.


Matter 3: Updated financing sources for JSC RusHydro's Investment Programme for 2011.

 

Decision:

1. To approve updated financing sources of the Investment Programme of JSC RusHydro for 2011 (Appendix 3).

2. To approve updated quarterly financing plans and investment disbursement for 2011 (Appendix 4).

 

Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).

 

Decision made.

 

Matter 4: Approving the company's transactions:

4.1.  Approval of the contract concluded between JSC RusHydro and Open Joint-Stock Company Federal Grid Company of Unified Energy System (JSC FGC UES) being an interested party transaction.

 

Decision:

1. To approve conclusion of a commercial property lease contract between JSC RusHydro and JSC FGC UES (further on referred to as the Сontract) being an interested party transaction on the following essential terms:

Parties to Contract:

Lessee is JSC FGC UES;

Lessor is JSC RusHydro.

Subject of Contract:

Within the framework of the Contract the Lessor hands over and Lessee accepts a part of hydro-power facilities owned by Lessor and listed in Appendix 1 for accommodating and servicing the 220 kV and 500 kV overhead power transmission line supports.

Effective Period of Contract:

The Contract rental term is 334 calendar days.

The Contract comes into force from the date of its signing with the possibility of extending it for 335 calendar days; the Contract applies to the Parties' relations initiated before its conclusion on 01.09.2010, and is valid until a complete fulfilment of the Parties' obligations under the Agreement.

Rental payment:

A monthly rental payment under the Contract is 142,019 (one hundred and forty-two thousand and nineteen) rubles 59 kopecks including 18 per cent VAT - 21,664 (twenty-one thousand six hundred and sixty-four) rubles 01 kopeck.

The total amount of the Contract rental payment during a lease period until 31.07.2011 amounts to 1,562,215 (one million five hundred and sixty-two thousand two hundred and fifteen) rubles 49 kopecks, including 18 per cent VAT - 238,304 (two hundred and thirty-eight thousand three hundred and four) rubles 06 kopecks.

2. To determine a limit price of the Contract, with a possibility of its extension, to the amount of 3,124,430 (three million one hundred and twenty-four thousand four hundred and thirty) rubles 98 kopecks, including 18 per cent VAT - 476,608 (four hundred and seventy-six thousand six hundred and eight) rubles 12 kopecks.


Voting results:

"For" - 7 (A. B. Ballo, S. S. Beloborodov, E. P. Volkov, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).

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.

When drawing up voting results on the matter, votes of A. B. Malyshev, R. R. Sharipov and S. I. Shmatko, members of JSC RusHydro's Board of Directors, are not taken into account, as they are regarded in compliance with article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

According to item three of the Article 83 of the Federal Law On Joint-Stock Companies, E. V. Dod, member of the Board of Directors, is regarded as a dependent director, as he is the Chairman of the Management Board of JSC RusHydro, his vote is not taken into account either.


Decision made.

4.2.  Approval of mutually connected transactions (contracts) of purchase and sale of electricity being interested party transactions.

Decision:

1. To determine that the price for electricity sold by JSC INTER RAO UES under bilateral contracts for electricity purchase and sale on the territory of the Russian Federation subjects not integrated into wholesale market price zones, No. 006-KP-GIDROOGK-INTRAOES-DD and No. 005-KP-GIDROOGK-INTRAOES-DD in relation to the Zeyskaya and Bureyskaya HPPs, respectively, approved by the JSC RusHydro's Boards of Directors on 29.07.2010 (Minutes No. 104) and concluded on 01.08.2010 (hereinafter referred to as the contracts) being interconnected interested party transactions shall be determined by the formula given in Appendix 5.

An indicated price is effective from the date of electricity supply commencement under the Contracts until 31.12.2011.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month), which is to be paid by the Buyer to the Seller, is calculated as electricity supplied during corresponding supply period defined by the commercial operator according to the procedure stipulated by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market, multiplied by the price of electricity agreed by the parties for this supply period in accordance with aforesaid formula, including VAT calculated in accordance with the Russian Federation legislation.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer and which is to be paid by the Buyer to the Seller during all supply periods during the term of the bilateral electricity purchase and sale contract on the territory of the Russian Federation subjects non-integrated into wholesale market price zones dated 01.08.2010 No. 006-KP-GIDROOGK-INTRAOES-DD taking into account a concluded Supplementary Agreement to it, shall not exceed 1,000,000,000 (one billion) rubles, VAT included.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer and which is to be paid by the Buyer to the Seller during all supply periods during the term of the bilateral electricity purchase and sale contract on the territory of the Russian Federation subjects non-integrated into wholesale market price zones dated 01.08.2010 No. 005-KP-GIDROOGK-INTRAOES-DD taking into account a concluded Supplementary Agreement to it, shall not exceed 1,300,000,000 (one billion, three hundred million) rubles, VAT included.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer and which is to be paid by the Buyer to the Seller during all supply periods during the term of the bilateral electricity purchase and sale contract on the territory of the Russian Federation subjects non-integrated into wholesale market price zones dated 01.08.2010 No. 006-KP-GIDROOGK-INTRAOES-DD (taking into account a concluded Supplementary Agreement) and No. 005-KP-GIDROOGK-INTRAOES-DD (taking into account a concluded Supplementary Agreement), shall not exceed 2,300,000,000 (two billion, three hundred million) rubles, VAT included, which does not exceed a 2 per cent assets book value of JSC RusHydro.

2. To approve interrelated transactions:

- supplementary agreement and a bilateral Contract for electricity purchase and sale No.006-KP-GIDROOGK-INTRAOES-DD as of 01.08.2010 (hereinafter referred to as Contract 1)

and a supplementary agreement and a bilateral Contract for electricity purchase and sale No. 005-KP-GIDROOGK-INTRAOES-DD dated 01.08.2010 (hereinafter referred to as Contract 2),

being interested party transactions under the following essential terms (taking into account electricity purchase and sale contracts No. 006-KP-GIDROOGK-INTRAOES-DD and No. 005-KP-GIDROOGK-INTRAOES-DD concluded on 01.08.2010 and approved by JSC RusHydro's Board of Directors on 29.07.2010 (Minutes No. 104):

Contract Parties:

Seller - JSC RusHydro;

Buyer - JSC INTER RAO UES.

Subject of the Contracts:

The Seller shall undertake to supply electricity to the Buyer in the amount specified in accordance with the Contract terms and the wholesale market procedures and the Buyer shall undertake to accept and pay for this supplied (accepted) electricity in accordance with the Contractual Terms.

Seller's delivery point cluster (hereinafter referred to as DPC):

Under Contract 1 - GZEYAGS1, GZEYAGS2;

Under Contract 2 - GBUREYG1, GBUREYG2.

Buyer's DPC under the contracts: PINTCHIN.

The price of electricity under the contracts is determined by the formula stipulated in Appendix 5.

The price of total amount (volume) of electricity supplied (sold) by the Seller to the Buyer during the settlement period (calendar month), which is to be paid by the Buyer to the Seller, is calculated as electricity supplied during a corresponding supply period defined by the commercial operator according to the procedure stipulated by the functions of the wholesale market players operating on the territory of non-price zones of the wholesale market, multiplied by the price of electricity calculated by the parties for this supply period in accordance with a formula stipulated in Appendix 1 to the current decision, including VAT calculated in accordance with the Russian Federation legislation.

Amount (volume) of electricity supplied under the contracts:

The total electricity volume to be delivered under Contract 1 throughout its validity period: not more than 1,350,000 MWh.

The total electricity volume to be delivered under Contract 2 throughout its validity period: not more than 1,870,000 MWh.

A total scope of electricity to be delivered under each contract determined by a Supplementary Agreement to Contract 1 and Supplementary Agreement to Contract 2, respectively, in 2011: not more than 1,200,000 MWh.

The term for electricity delivery under the contracts:

- delivery commencement date: 01.08.2010;

- delivery end date: 31.12.2011.

The total cost of electricity which is to be paid by the Buyer to the Seller throughout its valid period:

under Contract 1 - not more than 1,000,000,000 (one billion) rubles, VAT included;

under Contract 2 - 1,300,000,000 (one billion three hundred million) rubles, VAT included.

 

Voting results:

"For" - 7 (A. B. Ballo, S. S. Beloborodov, E. P. Volkov, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).


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.

When drawing up the results of voting on this matter, votes of members of the Board of Directors of JSC RusHydro E. V. Dod, B. Yu. Kovalchuk, G. M. Kurtser and S. I. Shmatko are not taken into account, in compliance with Article 81 of the Federal Law on Stock Companies as they are recognised as having a vested interest in the settlement of the transaction.

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, the member of the Board of Directors E. V. Dod is recognised as a dependent director, for he is the Chairman of the Management Board of JSC RusHydro.

 

Decision made.


4.3. Transactions connected with transfer of property without compensation.

 

Decision:

1.   To approve a Contract for transfer of property without compensation between JSC RusHydro and Municipal unit of workers' settlement (urban-type settlement) of Talakan, the subject of which is the transfer of property (property rights) without compensation to the third parties on the following terms:

Parties to Contract:

Party 1 - JSC RusHydro;

Party 2 - Municipal unit of workers' settlement (urban-type settlement) Talakan in Bureysky District represented by the Head of Municipal unit of the workers' settlement (urban-type settlement) Talakan in Bureyskiy District.

Subject of Contract:

Party 1 shall transfer without compensation and Party 2 shall accept in accordance with the terms of this Contract the immovable property: Facility Development of a bank line of a permanent settlement Talakan. Dam No. 2. Stage 1; Intent: non-residential, 1,957 r.m long, inv. No. BR11443, address: Amur Region, Bureyskiy District, Talakan-2, certificate of state registration of right No. 28 АА No. 478616, dated 01.10.2010 (hereinafter referred to as Property).

Balance (depreciated) cost of the Property:

15,450,984 (fifteen million, four hundred and fifty thousand, nine hundred and eighty-four) rubles 80 kopecks.

2. To approve a Contract for transfer of property without compensation between JSC RusHydro and Municipal unit of workers' settlement (urban-type settlement) of Talakan, the subject of which is the transfer of property (property rights) without compensation to the third parties on the following terms:

Parties to Contract:

Party 1 - JSC RusHydro;

Party 2 - Municipal unit of workers' settlement (urban-type settlement) Talakan in Bureysky District represented by the Head of Municipal unit of the workers' settlement (urban-type settlement) Talakan in Bureyskiy District.

Subject of Contract:

Party 1 shall transfer without compensation and Party 2 shall accept in accordance with the terms of this Contract the immovable property: Public amenities centre in the permanent settlement of Talakan; purpose: Non-residential, one-storey, total area 515.9 sq. m, inv. No. BR12283, address: Amur Region, Bureyskiy District, Talakan-2, Microdistrict No. 4, close to residential house No. 22, certificate of state registration of right No. 28 АА No. 521411 dated 03.05.2011, and a movable property according to Appendix 6 (further on referred to as the Property).

Balance (depreciated) cost of the Property:

87,185,132 (eighty-seven million, one hundred and eighty-five thousand, one hundred and thirty-two) rubles 14 kopecks.


Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).

 

Decision made.


Matter 5: Implementation of Comprehensive infrastructure development programme at the urban-type settlement Cheremushki for 2010-2014 in 2011.

Decision:

1. To approve the List of Measures of the Comprehensive Infrastructure Development Programme in an urban-type settlement (hereinafter referred to as UTS). Cheremushki for 2010-2014, which must be completed in 2011 (Appendix 7).

2. To approve Financing procedure for activities of the Comprehensive Infrastructure Development Programme in UTS Cheremushki for 2010-2014 in 2011 (Appendix 8).

3. To instruct JSC RusHydro's Management Board together with the Government of the Republic of Khakassia to complete Comprehensive Infrastructure Development Programme in UTS Cheremushki for 2010-2014 for a period from 2012 to 2014 and to include measures financed by the Government of the Republic of Khakassia, and by 30.03.2012 to submit the above mentioned Programme for JSC RusHydro's Board of Directors' consideration.

 

Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).

 

Decision made.


Matter 6: Introduction of amendments and supplements to the Register of non-core assets of the company.

 

Decision:

To include amendments and supplements to the Register of non-core assets of the company in accordance with Appendix 9.

 

Voting results:

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 1 (M. V. Seliverstova).

 

Decision made.

 

Matter 7: Determination of company's (company representatives') opinion regarding the issues put on agendas of the Board of Directors Meetings and General Shareholders (Participants) Meetings of the company's subsidiaries and affiliates (SA):

Determination of the company's (company's representatives') decision regarding the agenda of the Board of Directors' Meetings and General Shareholders' Meeting of JSC Malye HPPs of Altai in relation to major transaction approval.

 

Decision:

1.   To instruct JSC RusHydro's representatives in management bodies of JSC Malye HPPs of Altai (100 per cent shares of JSC Malye HPPs of Altai are held be JSC RusHydro) to vote FOR making the following decisions regarding major transactions approval made by JSC Malye HPPs of Altai:

1.1.  To approve notes exchange Contract between CJSC Hydro Engineering Siberia and JSC Malye HPPs of Altai as a major transaction on the following terms:

Parties to Contract:

JSC RusHydro - Party 1;

JSC Malye HPPs of Altai - Party 2.

Subject of the Transaction:

Under the exchange Contract, Party 1 transfers to Party 2 ordinary non-interest bearing notes of CJSC HydroEngineering Siberia to the sum of 4 items at their nominal value, their parameters are indicated in table 1, to the total amount of 159,706,308 (one hundred and fifty-nine million, seven hundred and six thousand, three hundred and eight) rubles 84 kopecks, and makes an additional payment to Party 2 to the amount of 500,000 (five hundred thousand) rubles, while Party 2 transfers to Party 1, 1 (one) ordinary non-bearing interest note of JSC Malye HPPs of Altai of SP series number 0001329 issued on 03.05.2011 at a nominal value with a payment period "on demand, but not earlier than 31.12.2011" to the total note amount of 160,206,308.84 (one hundred and sixty million two hundred and six thousand, three hundred and eight) rubles 84 kopecks.


Table 1

Item No.

Issuer

Series, number

Issue Date

Nominal value

Submission period

1

CJSC HydroEngineering Siberia

ЛВ/0001322

06.12.2010

13,666,53.44

After sight but not earlier than 31.12.2010

2

CJSC HydroEngineering Siberia

ЛВ/0001328

23.03.2011

43,049,925.55

After sight but not earlier than 31.12.2011

3

CJSC HydroEngineering Siberia

ЛВ/0001323

28.12.2010

60,979,323.85

After sight but not earlier than 31.12.2010

4

CJSC HydroEngineering Siberia

ЛВ/0001323

19.11.2010

42,010,606.00

After sight but not earlier than 31.12.2010


TOTAL:



159,706,308.84



1.2. To approve Substituted Agreement under the Contract No. 02/11/10/1-421-783 concluded on 22.11.2010 between CJSC HydroEngineering Siberia and JSC B.E. Vedeneev VNIIG (hereinafter referred to as the Contract) as a major transaction under the following terms:


Transaction parties:

CJSC HydroEngineering Siberia is Customer 1;

JSC Malye HPPs of Altai is Customer 2;

JSC B.E. Vedeneev VNIIG is an Executor.


Subject of the Transaction:

Customer 1 transfers in full, and the Customer 2 accepts all rights and obligations under the Contract to perform works: Additional engineering and geological surveying works at the SHPP Chibit construction site on the Chuya River in Ulagansky District of the Republic of Altai and quality inspections of local construction materials while constructing the facilities of SHPP Chibit, and the Executor does not object to the transfer. The Customer 2 obtains all rights and obligations of the Customer 1 under the Contract existing and effective (not terminated) at the moment or arising after the present Agreement comes into force.

The total sum of the Contract: 44,892,757 (forty-four million, eight hundred and ninety-two thousand, seven hundred and fifty-seven) rubles 98 kopecks, including VAT (18 per cent) - 6,848,047 (six million, eight hundred and forty-eight thousand, forty-seven) rubles 83 kopecks.


Transaction price:

The total amount of the obligations under the Contract (sum of paid advances) transferred from Customer 1 to Customer 2 is 22,446,378 (twenty-two million four hundred and forty-six thousand, three hundred and seventy-eight) rubles 99 kopecks, including VAT (18 per cent) - 3,424,023 (three million, four hundred and twenty-four thousand, twenty-three) rubles 91 kopecks, and is confirmed with an accounts reconciliation statement between Customer 1 and Executor.


Payment procedure:

For the obligations transferred by Customer 1 to Customer 2, Customer 2 shall pay Customer 1 monetary assets to the amount of 22,446,378 (twenty-two million, four hundred and forty-six thousand, three hundred and seventy-eight) rubles 99 kopecks or makes payment in some other way as permitted by Russian Federation legislation.

1.3.  To approve Substituted Agreement under the Contract No. 2010-12-21_ГП concluded on 21.12.2010 between CJSC Hydro Engineering Siberia and JSC Institute Hydroproject (hereinafter referred to as the Contract) as a major transaction under the following terms:


Transaction parties:

CJSC HydroEngineering Siberia is Customer 1;

JSC Malye HPPs of Altai is Customer 2;

JSC Institute Hydroproject is an Executor.


Subject of the Transaction:

Customer 1 transfers in full, and the Customer 2 accepts all rights and obligations under the contract to perform works "Technical and economic Substantiation (of the project) of SHPP Chibit on the Chuya River in the Ulagansky district of the Republic of Altai", and an Executor does not object to the transfer. Customer 2 obtains all rights and obligations of Customer 1 under the Contract existing (not terminated) at the moment or arising after the present Agreement comes into force.

The total sum of the Contract: 8,590,000 (eight million, five hundred and ninety thousand) rubles including VAT (18 per cent) - 1,310,338 (one million three hundred and ten thousand three hundred and thirty eight) rubles 98 kopecks.


Transaction price:

The total amount of the obligations under the Contract (sum of paid advances) transferred from Customer 1 to Customer 2 is 2,500,000 (two million, five hundred thousand) rubles, including VAT (18 per cent) - 381,355 (three hundred and eighty-one thousand, three hundred and fifty-five) rubles 93 kopecks, and is confirmed with an accounts reconciliation statement between Customer 1 and Executor.


Payment procedure:

For the obligations transferred by Customer 1 to Customer 2, Customer 2 shall pay Customer 1 monetary assets to the amount of 2,500,000 (two million, five hundred thousand) rubles, including VAT (18 per cent) - 381,355 (three hundred and eighty-one thousand, three hundred and fifty-five) rubles 93 kopecks, or makes payment in some other way not contradicting to the Russian Federation legislation.

1.4.  To approve Substituted Agreement under the Contract No. 2011-01-11_ИО concluded on 11.01.2011 between CJSC Hydro Engineering Siberia and LLC Institute of Property and Financial Activity Appraisal (hereinafter referred to as the Contract) as a major transaction under the following terms:


Transaction parties:

CJSC HydroEngineering Siberia is Customer 1;

JSC Malye HPPs of Altai is Customer 2;

LLC Institute of Property and Financial Activity Appraisal is an Executor.


Subject of the Transaction:

Customer 1 transfers in full, and the Customer 2 accepts all rights and obligations under the Contract to perform land use planning and cadastral works and to execute rights for a land plot allocated for construction of the facility: the Small HPP Chibit on the Chuya River in the Ulagansky District of the Republic of Altai (reference address): Republic of Altai, Ulagansky District, 1-2 km above the Chibit settlement, downstream of the Chuya River, in the area of Mazhoisky Cascade), and the Contractor does not observe to this transfer. Customer 2 obtains all rights and obligations of Customer 1 under the Contract existing (not terminated) at the moment or arising after the present Agreement comes into force.

The total sum of the Contract: 6,900,000 (six million, nine hundred thousand) rubles, including VAT 18 per cent - 1,052,542 (one million, fifty-two thousand, five hundred and forty-two) rubles 37 kopecks.


Transaction price:

The total amount of the obligations under the Contract (sum of paid advances) transferred from Customer 1 to Customer 2 is 1,380,000 (one million, three hundred and eighty thousand) rubles, including VAT (18 per cent) - 210,508 (two hundred and ten thousand, five hundred and eight) rubles 47 kopecks, and is confirmed with an accounts reconciliation statement between Customer 1 and Contractor.


Payment procedure:

For the obligations transferred by Customer 1 to Customer 2, Customer 2 shall pay to the Customer 1 monetary assets to the amount of 1,380,000 (one million three hundred and eighty thousand) rubles, including VAT (18 per cent) - 210,508 (two hundred and ten thousand five hundred and eight) rubles 47 kopecks, or makes payment in some other way in accordance with Russian Federation legislation.

1.5.  To approve the Substituted Agreement under the Contract
No. 2010-12-21_ЧГС concluded on 21.12.2010 between CJSC Hydro Engineering Siberia and JSC ChirkeiGESstroy (hereinafter referred to as the Contract) as a major transaction under the following terms:


Transaction parties:

CJSC HydroEngineering Siberia is Customer 1;

JSC Malye HPPs of Altai is Customer 2.


Subject of the Transaction:

Customer 1 transfers in full, and Customer 2 accepts all rights and obligations under the Contract to perform preparatory period works using his own materials, equipment and tools during construction of the SHPP Chibit listed in the Technical Assignment (Appendix No. 1 to the Contract), and an Executor does not object to the transfer. Customer 2 obtains all rights and obligations of Customer 1 under the Contract existing (not terminated) at the moment or arising after the present Agreement comes into force.

The total sum of the Contract: 129,954,052 (one hundred and twenty-nine million nine hundred and fifty-four thousand fifty-two) rubles 76 kopecks, including VAT 18 per cent - 19,823,499 (nineteen million eight hundred and twenty-three thousand four hundred and ninety-nine) rubles 57 kopecks.


Transaction price:

The total amount of the obligations under the Contract (sum of paid advances) transferred from Customer 1 to Customer 2 is 88,278,323 (eighty-eight million two hundred and seventy-eight thousand three hundred and twenty-three) rubles 85 kopecks, including VAT (18 per cent) - 13,466,184 (thirteen million four hundred and sixty-six thousand one hundred and eighty-four) rubles 99 kopecks, and is confirmed with an accounts reconciliation statement between Customer 1 and Executor.


Payment procedure:

For the obligations transferred by Customer 1 to Customer 2 Customer 2 shall pay to Customer 1 monetary assets to the amount of 88,278,323 (eighty-eight million two hundred and seventy-eight thousand three hundred and twenty-three) rubles 85 kopecks, including VAT (18 per cent) - 13,466,184 (thirteen million four hundred and sixty-six thousand one hundred and eighty-four) rubles 99 kopecks, or makes payment in some other way not contradicting to the Russian Federation legislation.

1.6.  To approve sale and purchase Contract for the "Set of documents "Technical and economic justification of SHPP Chibit construction project" on the River Chuya in the Ulagansky District of the Republic of Altai as a major transaction on the following terms:


Transaction parties:

CJSC HydroEngineering Siberia is Seller;

JSC Malye HPPs of Altai is a Buyer.


Subject of the Transaction:

The Seller sells and the Buyer purchases the set of documents Technical and Economic Substantiation of the SHPP Chibit Construction Project on the River Chuya in the Ulagansky District of the Republic of Altai, code 141В001.38129.000000 (hereinafter referred to as the Contract) owned by the Seller on the basis of the sales and purchase Contract No. 01/KPI dated 12.10.2010, concluded between the Seller and State Fiscal Unitary Capital Construction Management of the Republic of Altai.


Transaction price:

The total amount (price) of the Contract is 45,601,606 (forty-five million, six hundred and one thousand, six hundred and six) rubles, including VAT 18 per cent - 6,956,177 (six million, nine hundred and fifty-six thousand, one hundred and seventy-seven) rubles 19 kopecks.


Payment procedure:

The Buyer shall pay to the Seller monetary assets to the sum of 45,601,606 (forty-five million six hundred, one thousand, six hundred and six) rubles, including VAT 18 per cent - 6,956,177 (six million, nine hundred and fifty-six thousand one hundred and seventy-seven) rubles 19 kopecks for the set of documents Technical and Economic Substantiation of the SHPP Chibit Construction Project on the River Chuya in the Ulagansky District of the Republic of Altai, sold by the Seller to the Buyer, or makes payment in some other way according to Russian Federation legislation.

1.7.  Obligations under the Agreements, mentioned in subclauses 1.2 - 1.5 of the present decision, and under the purchase and sale Contract indicated in clause 1.6 of the present decision, shall be paid by JSC Malye HPPs of Altai (Customer 2) in the following procedure:

- in ordinary non-bearing interest notes of CJSC HydroEngineering Siberia, their parameters are listed in table 1 in clause 1.1 of the present decision to the total note amount of 159,706,308 (one hundred and fifty-nine million, seven hundred and six thousand, three hundred and eight) rubes 84 kopecks;

- in monetary assets to the amount of 500,000 (five hundred thousand) rubles.

2. To instruct the company's representatives in the management bodies of subsidiaries and affiliates to vote for approval of major transactions being also shareholders' interested transactions in case transaction interested shareholders are JSC RusHydro and affiliated legal bodies of JSC RusHydro.

 

Voting results:

"For" - 10 (S. I. Shmatko, A. B. Ballo, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, R. R. Sharipov).

"Against" - 0.

"Abstained" - 2 (S. S. Beloborodov, M. V. Seliverstova).

 

Decision made.

 

Matter 8.  Review of the reports of the Chairmen of the Committees under the Board of Directors on the results of activities of the 2010-2011 corporate year:

8.1.  Consideration of the report of the Chairman of the Audit Committee on the results of the 2010-2011 corporate year.

 

Decision:


To take note of the Report on the results of the Audit Committee' activities under the company's Board of Directors in 2010-2011 corporate year (Appendix 10).

 

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

8.2.  Consideration of the report of the Chairman of the Investments Committee on the results of 2010-2011 corporate year.

Decision:

To take note of the report on results of the Investments Committee' activities under the company's Board of Directors in 2010-2011 corporate year (Appendix 11).

 

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

8.3.  Consideration of the report of the Chairman of the Reliability, Energy Efficiency and Innovations Committee on the results of the 2010-2011 corporate year.

 

Decision:

To take note of the report of the Chairman of the Reliability, Energy Efficiency and Innovations Committee on the results of the 2010-2011 corporate year (Appendix 12).

 

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

8.4.  Consideration of the report of the Chairman of the Strategy Committee on the results of the 2010-2011 corporate year.


Decision:

To take note of the report of the Chairman of the Strategy Committee on the company's results in the 2010-2011 corporate year (Appendix 13).

  

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

8.5.  Consideration of the report of the Chairman of the Human Resources and Remuneration Committee under the company's Board of Directors on the results of the 2010-2011 corporate year.

 

Decision:

To take note of the report on results of the chairman of the Human Resources
and Remuneration Committee under the company's Board of Directors in
2010-2011 corporate year (Appendix 14).

 

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 


 

Chairman of the Board of Directors                                   S. I. Shmatko

 

Secretary of the Board of Directors                                   M. M. Lukyanova

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