Minutes of 20.05.2011 №125

MINUTES No. 125

OF THE BOARD OF DIRECTORS MEETING

 

 


Date of minutes:                                                          May 20, 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,

participants of the 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 BOARD OF DIRECTORS MEETING:

 

1. Approval of the agenda of the annual General Shareholders' Meeting of the company.

2. Issues related to the convening, preparation and running the annual General Shareholders' Meeting of the company.

3. Preliminary approval of the annual report of the company for 2010.

4. Consideration of annual accounting reports including a report on profit and losses of the company by the results of 2010.

5. Recommendations on distribution of the company's profit and losses on the results of the 2010 financial year including recommendations on the amount of dividend on shares and payment procedure on the results of 2010.

6. Introduction of amendments and supplements to the company's Articles of Association related to the change of location of the company's branches.

7. Recommendations for the General Shareholders' Meeting of the company to determine the quantity, face value, category (type) of the company's declared shares and the rights attached to these shares.

8. Recommendations for the General Shareholders' Meeting of the company on the approval of the company's Articles of Association as amended.

9. Recommendations to the General Shareholders' Meeting of the company on the matter of an increase in the authorised capital of the company.

10. Recommendations to the General Shareholders' Meeting of the company on the approval of the Provision on the Procedure for Convening and Running the Board of Directors Meetings as amended.

11. Recommendations to the annual General Shareholders' Meeting of the company on the matter of remuneration of members of the company's Board of Directors.

12. Determination (monetary appraisal) of property price (property rights and obligations) purchased and alienated by the company under an interested-party transaction (transactions).

13. Recommendations to the General Shareholders' Meeting of the company on matters of approval of interested party transactions.

14. Recommendations on the company's auditor.

RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approval of the agenda of the annual General Shareholders' Meeting of the company.


Decision:

Approve the agenda of the annual General Shareholders' Meeting of the company according to the results of 2010:

1)  Approval of annual report for 2010, annual financial statements including profit and loss statement of the company.

2)  Distribution of profits (including payment (announcement) of dividends) and losses of the company according to the results of financial year 2010.

3)  Election of members of the Board of Directors of the company.

4)  Election of members of the Audit Commission of the company.

5)  Approval of the company's auditor appointment.

6)  Payment of remuneration to the members of the Board of Directors of the company.

7)  Determination of quantity, nominal value and category (type) of the company's declared shares and the rights attached to these shares.

8)  Approval of Statute of the company as amended.

9)  Increase of the authorised capital of the company.

10) Approval of the new version of the Regulation on Procedure for Convening and Running the Board of Directors Meetings.

11) Approval of interested-party transactions:

11.1. Approval of transaction (several interrelated transactions) for acquisition of securities - ordinary registered uncertified supplementary issue shares of JSC INTER RAO UES registered by the Federal Service for Financial Markets on 16.11.2010 with state registration number 1-03-33498-Е-002D, placed through private offering, as an interested-party transaction(s).

11.2. Approval of an interested-party transaction which is a placement by the company through offering of shares exceeding two per cent of ordinary shares placed by the company earlier.

11.3. Approval of contract (interrelated contracts) for depositing monetary assets to a deposit account concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.4. Approval of transaction (interrelated transactions) for establishing the minimum balance of monetary assets on the account (accounts), concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.5. Approval of transaction (interrelated transactions) on the procedure for credit overdraft concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.6. Approval of contract (interrelated contracts) for opening a credit line, concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.7. Approval of contract (interrelated contracts) for credit extension concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.8. Approval of contract (interrelated contracts) for bank guarantee concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.9. Approval of contract (interrelated contracts) for opening a letter of credit concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).

11.10. Approval of contract (interrelated contracts) for Remote Banking concluded between the company and JSC VTB Bank as an interested-party transaction (interrelated transactions).


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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: Issues related to the convening, preparation and running of the annual General Shareholders' Meeting.

Decision:

1. Specify the date of the annual General Shareholders' Meeting of the company (hereinafter - the meeting) - June 30, 2011.

2. Determine the meeting's time as 14.00 (local time).

3. Specify the time of beginning of registration for people participating in the meeting as 10.00 (local time).

4. Determine the place of the meeting to be Russian Federation, Krasnoyarsk Territory, Krasnoyarsk, Mira Prospect, 2b.

5. Specify the date for creating the list of individuals entitled to participate in the meeting as May 23, 2011.

6. Determine that the following documents represent the information (materials) provided to individuals entitled to participate in the meeting:

- company's annual report for 2010;

- annual financial statements for 2010, including auditor's conclusion, conclusion of the Audit Commission;

- evaluation of the auditor's conclusion on the financial accountability of the company for 2010 prepared by the Audit Committee attached to the Board of Directors;

- recommendations of the company's Board of Directors on distribution of profit and losses of the company following the results of the financial year 2010;

- recommendations of the company's Board of Directors on the amount of dividends on the company's shares and the procedure of their payment;

-  information about the candidates for the Board of Directors;

-  information on the candidates for the Audit commission;

-  information about presence or absence of the written consent of the candidates nominated for election to the Board of Directors and the Audit Commission;

-  information on the choice of the company's auditor;

-  the company's Articles of Association (revision No. 6) and amendments and supplements to the Articles of Association registered;

-  Draft Articles of Association of the company as amended;

-  Provision on bonuses for members of the Board of Directors of the company;

-  Provision on the Procedure for Convening and Running Board of Directors Meetings;

-  Draft Provision on Procedure for Convening and Running Board of Directors Meetings;

-  materials on matters related to interested-party transactions;

-  draft decisions of the meeting on the agenda matters.

7. Establish that all the participants with the right to participate in the meeting (or their representatives) may become familiar with the information (materials) about the meeting at the place of the meeting (on the day of the meeting) and in the period from May 30 - June 30, 2011 at the following addresses:

- Moscow, Arkhitektora Vlasova Str., 51 (from 10.00 to 18.00 Moscow time);

- Moscow, Stromynka, 18, bld. 13, JSC Registrator R.O.S.T. (from 10.00 to 18.00 Moscow time);

- on the company's website: www.rushydro.ru.

8. Approve the form and text of the announcement on running of the meeting (Appendix 1).

9. Publish the announcement about the meeting in Izvestiya newspaper and post it on the company's website on the internet, www.rushydro.ru no later than May 30, 2011.

10. Approve the form and the text of voting ballots at the annual General Shareholders' Meeting of the company (Appendixes 2 and 3).

11. Determine that the voting ballots for the meeting agenda issue are sent by registered mail or handed against signature to each person included in the list of individuals entitled to participate in the meeting, no later than June 08, 2011.

12. Determine that the filled-in voting ballots can be sent at the following mail address:

- 107996, Moscow, Stromynka Str., 18, POB 9, JSC Registrator R.O.S.T.

13. Determine that when establishing a quorum and summing up the voting results, the votes submitted by the voting ballots, received at the address as per clause 12 of the present Decision no later than June 28, 2011 are taken into consideration.

14. Elect Zavalko Maksim Valentinovich, the Head of the Corporate Management Department of JSC RusHydro to be secretary at the Meeting.


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 3: Preliminary approval of the annual report of the company for 2010.

Decision:

Pre-approve the company's annual report for 2010 (Appendix 4) and submit it for approval by the annual General Shareholders' Meeting.

Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 4: Consideration of annual accounting reports including a report on company profit and losses for 2010.

 

Decision:

Preliminarily approve the annual financial statements of the company for the 2010 results, including profit and loss statement (Appendix 5) and submit it to the annual General Shareholders' Meeting of the company for approval.


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 5: Recommendations on distribution of the company's profit and losses on the results of the 2010 financial year including recommendations on the amount of dividend on shares and payment procedure on the results of 2010.

 

Decision:

1. Preliminarily approve and recommend the annual General Shareholders' Meeting of the company approves the following profit (loss) distribution for the results of 2010:



(rubles)

Undistributed profit (loss) of the reporting period

37,962,948,537.35

Distribute as follows:   Reserve fund

1,898,147,426.87

Accumulation fund (including payment of remuneration to the members of the Board of Directors)

33,567,933,694.57

Including: Financing of innovative development of the company

1,094,604,659.55

Dividends

2,496,867,415.91

Repayment of losses of previous years

-


2. Recommend the annual General Shareholders' Meeting of the company to make the following decision:

Pay dividends on ordinary shares of the company on the basis of results for 2010 to the amount of 0.00860091 rubles per share.

 

Voting results:

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 6: Introduction of amendments and supplements to the company's Articles of Association related to the change of location of the company's branches.

 

Decision:

Introduce the following amendments and supplements to Appendix 1 to the Articles of Association of JSC RusHydro, List of Branches and Representation Offices of JSC RusHydro, List of Branches:

Clause 4 shall be amended to read as follows:


4.

Branch of JSC RusHydro - Dagestan Branch

Branch of JSC RusHydro - Dagestan Branch

Russian Federation, Republic
of Dagestan,

Kaspiysk, M. Khalilova Str., 5

Clause 15 shall be amended to read as follows:


15.

Branch of JSC RusHydro - Nizhegorodskaya HPP

Branch of JSC RusHydro - Nizhegorodskaya HPP

Russian Federation, Nizhny Novgorod Region, Gorodetskiy District,

Zavolzhie, Privokzalnaya Str., 14


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 7: Recommendations for the General Shareholders' Meeting of the company to determine the quantity, face value, category (type) of the company's declared shares and the rights attached to these shares.


Decision:

Recommend the General Shareholders' Meeting of the company should make the following decision on quantity, face value, category (type) of the company's declared shares and the rights attached to these shares.

"Decide that the company shall have the right to place 100,000,000,000 (one hundred billion) ordinary registered uncertified shares with the face value of 1 (one) ruble per share to the amount of 100,000,000,000 (one hundred billion) rubles (declared shares) in addition to those shares already placed.

Ordinary personnel shares declared by the company to be placed provide their holders with the rights stipulated in clause 6.2 of article 6 of the company's Articles of Association".


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 8: Recommendations for the General Shareholders' Meeting of the company on the approval of the company's Articles of Association as amended.

 

Decision:

Recommend the General Shareholders' Meeting of the company should approve the company's Articles of Association (Appendix 6).


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 9: Recommendations to the General Shareholders' Meeting of the company on the matter of an increase in the authorised capital of the company.


Decision:

1. Recommend the General Shareholders' Meeting of the company to make the following decision on the matter of increasing the authorised capital of the company:

Increase the company's authorised capital by placing ordinary registered shares to the number of 89,000,000,000 (eighty nine billion) shares with the face value of 1 (one) ruble per share to the total amount by face value of 89,000,000,000 (eighty nine billion) rubles;

- Method of placement - public offering;

- The offering price of supplementary shares (including that for the persons put in the list of persons having the pre-emptive right to purchase supplementary shares) - at a price determined by the Board of Directors of the company in accordance with Articles 36, 77 of the Federal Law On Joint Stock Companies;

- Form of payment for shares - monetary assets, non-monetary assets.

- The list of property to be used to pay for the securities:

1) Shares of the following joint-stock companies:

JSC Boguchanskaya HPP (OGRN 1022400828119);

JSC Geotherm (OGRN 1024101023429);

JSC Zaramagskiye HPPs (OGRN 1021500822001);

JSC KamGEK (OGRN 1024101019469);

JSC Kolymaenergo (OGRN 1024900959467);

JSC Pavlodolskaya hydro-power plant (OGRN 1041500751016);

JSC Trest Hydromontazh (OGRN 1027739318815);

JSC Ust-Srednekanskaya HPP (OGRN 1074910002310);

JSC Irkutskenergo (OGRN 1023801003313);

JSC RAO East Energy Systems (OGRN 1087760000052);

JSC DEK (OGRN 1072721001660);

JSC AK Yakutskenergo (OGRN 1021401047260);

JSC SEK (OGRN 1096501006030).

2) Hydro facilities:

Facility - right bank dam (I) (right bank soil dam (I1), right bank concrete dam (I2). Location: Irkutsk Region, Bratsk, residential area Energetik, Bratskaya HPP

Facility - left bank dam (I I) (left bank soil dam (I I1), left bank concrete dam (I I2). Location: Irkutsk Region, Bratsk, residential area Energetik, Bratskaya HPP

Facility - dam of the Ust-Ilimskaya HPP (I) (left bank dam (I1) (concrete dam (I2), right bank dam (I3). Location: Irkutsk Region, Ust-Ilimsk, the Ust-Ilimskaya HPP

Facility - right bank dam (I) island dam (I1), channel dam (I2), right bank dam (I3) parts. Location: Irkutsk Region, Irkutsk, Irkutskaya HPP

Facility - left bank dam (I I1) (pipe drainage (I I2), reinforced concrete tunnel (gallery Nо. 1) (I I3). Location: Irkutsk Region, Irkutsk, Irkutskaya HPP

- Payment procedure for shares - the shares shall be paid at their placement in full;

- Names of the legal entities which have concluded a labour agreement with appraisers employed to determine a market value of the property to be used to pay for the additional shares:

- Limited Liability Company Nexia Pacioli Consulting (LLC Nexia Pacioli Consulting), OGRN (Primary state registration number): 1047796989679;

- Limited Liability Company Institute for Enterprise Issues (LLC IEI), OGRN (Primary state registration number): 1027800561458;

- Limited Liability Company RASTAM-Otsenka (LLC RASTAM-Otsenka), OGRN (Primary state registration number): 1057200929499;

- Closed Joint-Stock Company BDO (JSC BDO), OGRN (Primary state registration number): 1037739271701;

- Closed Joint-Stock Company ENPI Consult (CJSC ENPI Consult), OGRN (Primary state registration number): 1027700283566;

- Limited Liability Company STREMLENIE (LLC STREMLENIE), OGRN (Primary state registration number): 1027739184307;

- Limited Liability Company Audit and Consulting Company Top Audit (LLC Audit and Consulting Company Top Audit), OGRN (Primary state registration number): 1027739441553;

- Limited Liability Company Institute of Property and Financial Activity Appraisal (LLC Appraisal Institute), OGRN (Primary state registration number): 1027000867750;

- Closed Joint-Stock Company Otechestvo (CJSC Otechestvo), OGRN (Primary state registration number): 1023402456626;

- Limited Liability Company Baker Tilly Rusaudit (LLC Baker Tilly Rusaudit), OGRN (Primary state registration number): 1037700117949;

- Closed Joint-Stock Company 2K Audit - Business consulting/ Morison International (CJSC 2K Audit - Business consulting/Morison International), OGRN (Primary state registration number): 1027700031028;

- Closed Joint-Stock Company Agency Russpromotsenka (CJSC Agency Russpromotsenka), OGRN (Primary state registration number): 1027700409109;

- Limited Liability Company CO-INVEST (LLC CO-INVEST), OGRN (Primary state registration number): 1027700556047;

- Closed Joint-Stock Company Central Financial Appraisal company (JSC Central Financial Appraisal company), OGRN (Primary state registration number): 1037739245972;

- Limited Liability Company Accountants and Business Advisers (LLC FBK ), OGRN (Primary state registration number): 1027700058286;

- Limited Liability company Centre of Appraisal Management and Consulting) (LLC MOK-Center), OGRN (Primary state registration number): 1027739398290;

- Closed Joint-Stock Company HLB Vneshaudit (CJSC HLB Vneshaudit), OGRN (Primary state registration number): 1027739314448;

- Closed Joint-Stock Company ABM Partner (CJSC ABM Partner), OGRN (Primary state registration number): 1027700560491;

- Limited Liability Company FinExpertiza (LLC FinExpertiza), OGRN (Primary state registration number): 1027739127734;

- Limited Liability Company LAIR (LLC LAIR), OGRN (Primary state registration number): 1027807581141.


2. Determine the depositing of property specified in clause 1 of the present decision as payment for supplementary shares is possible only after issuance of required executive acts in accordance with legislation of the Russian Federation.


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 10: Recommendations to the General Shareholders' Meeting on the approval of Provision on the Procedure for Convening and Running Board of Directors Meetings as amended.

 

Decision:

1. Approve the draft Provision on the Procedure for Convening and Running Board of Directors Meetings as amended (Appendix 7).

2. Recommend the General Shareholders' Meeting of the company to approve the Provision on the Procedure for Convening and Running Board of Directors Meetings as amended.


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 11: Recommendations to the annual General Shareholders' Meeting of the company on the matter of remuneration of members of the company's Board of Directors.


Decision:

Recommend the annual General Shareholders' Meeting of the company to make the following decision:

Pay remuneration to the members of the Board of Directors of JSC RusHydro according to the results of work in the Board of Directors period from 30.06.2010 to 30.06.2011 in the amount and in the order established by the Regulation on payment of remuneration to the members of the Board of Directors of JSC RusHydro.


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 12: Determination (monetary appraisal) of property price (property rights and obligations) purchased and alienated by the company under an interested-party transaction (transactions).

 

12.1. Determine (monetary appraisal) property price (property rights and obligations) in the process of making a transaction (several interconnected transactions) to let JSC RusHydro purchase equity securities - ordinary registered shares of JSC RAO UES registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010 being placed by private offering, which is an interested party transaction (transactions).

 

Decision:

Determine the use of the following parameters for the price (monetary appraisal) of property (property rights and obligations) in the process of making a transaction (several interconnected transactions) to let JSC RusHydro purchase equity securities - ordinary registered shares of JSC RAO UES registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010 being placed by private offering, which is an interested party transaction (transactions):

- the price of ordinary registered shares of Open Joint-Stock Company The First Wholesale Electricity Market Generating Company (JSC OGK-1) to be alienated by JSC RusHydro, OGRN: 1057200597960, with the face value of 0.57478 (zero point fifty-seven-thousand-four-hundred-seventy-eight-hundred-thousandth) of a ruble per share under state registration number 1-02-65107-D amounts to 1.12 (one point twelve) rubles per 1 (one) share;

- the total price of alienated shares of JSC OGK-1 under the interconnected transaction to the amount of 9,693,041,512 (nine-billion-six-hundred-ninety-three-million-forty-one-thousand-five-hundred and twelve) shares amounts to 10,856,206,493 (ten-billion-eight-hundred-fifty-six-million-two-hundred-six-thousand-four-hundred-ninety-three) rubles 44 kopecks;

- the offering price of ordinary registered shares of JSC INTER RAO UES of additional issue registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010 to be purchased by JSC RusHydro amounts to 5.35 (five point thirty-five-hundredth) kopecks per 1 (one) share;

- the total price of ordinary registered shares of JSC INTER RAO UES registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010 to be purchased by JSC RusHydro to the number of 202,919,747,552 (two-hundred and two-billion-nine-hundred and nineteen-million-seven-hundred and forty-seven-thousand-five-hundred-fifty-two) shares amounts to 10,856,206,494 (ten-billion-eight-hundred-fifty-six million-two-hundred and six-thousand-four-hundred and ninety-four) rubles 03 kopecks.

The balance value of alienated shares of JSC OGK-1 to the number of 9,693,041,512 (nine-billion-six-hundred-ninety-three-million-forty-one-thousand-five-hundred and twelve) shares, exceeds by 2 per cent the balance asset value of JSC RusHydro.

 

Voting results:

"For" - 8 (A. B. Ballo, S. S. Beloborodov, E. P. Volkov, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov)

"Against" - 0

"Abstained" - 0


In accordance with clause 1 of Article 77 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 Joint-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 Joint-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.


12.2. Determination (monetary appraisal) of property price to be purchased (alienated) by the company under an interested-party transaction, being the company's share offering amounting to more than two per cent of ordinary shares earlier placed by the company.


Decision:

Determine that under a swap contract for shares of JSC RusHydro and JSC Irkutskenergo concluded between JSC RusHydro and JSC INTER RAO UES, which is an interested party transaction, the price of ordinary registered uncertified shares of JSC RusHydro being alienated by JSC RusHydro and purchased by JSC INTER RAO UES to the number of 29,998,136,646 (twenty-nine-billion-nine-hundred-ninety-eight-million-one-hundred-thirty-six-thousand-six-hundred and forty-six) shares with the face value of 1 (one) ruble per share and the price of shares being alienated by JSC INTER RAO UES and purchased by JSC RusHydro to the sum of 1,906,723,080 (one-billion-nine-hundred-six-million-seven-hundred and twenty-three-thousand and eighty) ordinary registered shares of JSV Irkutskenergo with the face value of 1 (one) ruble are of equal worth.

The exchange ratio amounts to 15.7328229571753 shares of JSC "RusHydro" per 1 share of JSC Irkutskenergo.


Voting results:

"For" - 8 (A. B. Ballo, S. S. Beloborodov, E. P. Volkov, V. M. Zimin, V. V. Kudryavy, A. B. Malyshev, M. V. Seliverstova, R. R. Sharipov)

"Against" - 0

"Abstained" - 0

In accordance with clause 1of Article 77 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, the 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, as in compliance with the Article 81 of the Federal Law on Joint-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 Joint-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.


12.3. Determination (monetary appraisal) of property price to be purchased (alienated) by the company under a transaction (transactions) to be concluded between the company and VTB bank (further on referred to as the bank), which is an interested party transaction (transactions).


Decision:

1. Determine the price of a contract (interconnected contracts) for depositing monetary assets in a deposit account to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- limit aggregate sum of monetary assets deposited under a transaction (transactions) by the client to a deposit account of the bank to the amount of not more than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding the conclusion of transaction;

- interest accrued and paid by the bank for the whole period of deposit at a rate of not less than 0.8 per cent of the declared rate for credit contracting at the interbank market (MIBID - Moscow Interbank Bid) for corresponding deposit period published by the Central Bank of the Russian Federation on the website www.cbr.ru on the date of depositing.

2. Determine that the price of a transaction (interconnected transactions) for maintenance of minimum balance of monetary assets on an account to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- limit aggregate sum of monetary assets deposited to the bank account with limited balance of monetary assets under a transaction (transactions) to an amount no more than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding conclusion of transaction;

- interest accrued and paid by the bank for the whole period of deposit at a rate of not less than 0.8 per cent of the declared rate for credit contracting at the interbank market (MIBID - Moscow Interbank Bid) for corresponding deposit period published by the Central Bank of the Russian Federation on the website www.cbr.ru on the date of depositing.

3. Determine the price of a transaction (interconnected transactions) for overdraft credit to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- maximum allowable sum of a non-recurrent debt to the bank (overdraft limit) to the amount of 3 billion rubles maximum;

- limit aggregate sum of commissions, interest for credit assets to be paid to the bank at an aggregate rate of not more than 1 (one) per cent point of annual interest exceeding the official refinancing rate of the Central Bank of the Russian Federation as of the date of entering into a corresponding contract (contracts).

4. Determine that the price of a contract (interconnected contracts) for opening a credit line to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- limit sum of credit funds received from the bank within the framework of the concluded contract to the amount of 25 billion rubles maximum;

- limit aggregate sum of commissions, interest for credit funds to be paid to the bank at an aggregate rate of not more than 5 (five) per cent points of annual interest exceeding the three month indicative rate of ruble based credits (deposits) at the Moscow market MosPrime Rate 3m published by the National Foreign Exchange Association (NFEA) on its web-site www.nva.ru as of the date of entering into the contract.

5. Determine that the price of a contract (interconnected contracts) for credit extension to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- limit sum of loaned funds that may be received from the bank within the framework of the concluded contract to the amount of 25 billion rubles maximum;

- limit aggregate sum of commissions, interest for credit assets to be paid to the bank at an aggregate rate of no more than 7 (seven) per cent point of the annual interest exceeding the 6-month indicative rate of the ruble based credits (deposits) at the Moscow market MosPrime Rate 6m published by the National Foreign Exchange Association (NFEA) on its web-site www.nva.ru as of the date of entering into the contract.

6. Determine that the price of a bank guaranteed contract (interconnected contracts) to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- limit sum of bank guarantees granted by the bank to an amount no greater than 25 per cent of the company's balanced assets as of the last reporting date preceding such a transaction;

- limit sum of premiums, commissions paid to the bank under the contract (including the commission for bank guarantee issue) to the amount of no more than
1 per cent of the guaranteed sum.

7. Determine that the price of a contract (interconnected contracts) for opening a letter of credit (letters of credits) to be concluded by the company and being an interested-party transaction (transactions) is defined as a sum of the following values:

- limit sum of letters of credit opened by the bank within the framework of the contract for a letter of credit to the amount of not more than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding conclusion of transaction (or equivalent of the specified sum in foreign currency at the exchange rate of the Central Bank of the Russian Federation on the date of entering into the contract);

- limit sum of commissions (interests) paid to the bank under the contract for opening and/or confirmation and/or execution of letter of credit to the amount of not more than 3 per cent of the sum of the letter of credit.

8. Determine that the price of a contract (interconnected contracts) for Remote banking services to be concluded by the company and being an interested-party transaction (transactions) is calculated on the basis of currently available bank tariffs for remote banking services posted by the bank on its official web site www.vtb.ru on the date of making such of transaction but not more than 100,000 (one-hundred-thousand) rubles.


Voting results:

 

"For" - 11 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, 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


In accordance with clause 1 of Article 77 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.

Due to the fact that the shareholder of the company - the Russian Federation (represented by Federal Agency for State Property Management) is an entity interested in settlement of the transaction (several interrelated transactions) and there are no directors interested in settlement of transaction (several interrelated transactions) at vote counting vote of the member of the Board of Directors E. V. Dod, being at the same time the Chairman of the company's management Board and recognised as an independent director, is not taken into account (par. 3 of Article 83 of the Federal Law On Joint-Stock companies).

 

Decision made.

 

Matter 13: Recommendations to the General Shareholders' Meeting of the company on matters of approval of interested party transactions.

 

13.1. Recommendations to the General Shareholders' Meeting of the company on matters of approval for transactions (several interconnected transactions) to let JSC RusHydro purchase equity securities - ordinary registered shares of JSC RAO UES registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010 being placed by private offering, which is an interested party transaction (transactions).

 

Decision:

Recommend the General Shareholders' Meeting of the company to approve a transaction (several interconnected transactions) to let JSC RusHydro purchase equity securities - ordinary registered shares of JSC RAO UES being placed through private offering, which is an interested party transaction (transactions) on the following essential terms:

Parties to the transaction (transactions):

Issuer - JSC INTER RAO UES;

Purchaser - JSC RusHydro, OGRN: 1042401810494).

Subject of the transaction (transactions):

The Issuer places (transfers the ownership of) the following securities into the purchaser's possession- ordinary registered additional shares of JSC INTER RAO UES registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010 with the nominal value of 0.02809767 (zero point zero-two-million-eight-hundred-nine-thousand-seven-hundred-sixty-seven) rubles per one share placed through private offering (hereinafter referred to as the issuer's securities) and the purchaser pays for the issuer's securities subject to the following conditions.

The total number of the issuer's securities acquired under the interrelated transactions: up to 202,919,747,552 (two-hundred and two-billion-nine-hundred and nineteen-million-seven-hundred and forty-seven-thousand-five-hundred and fifty-two) shares;

Offering price of the issuer's securities acquired:

5.35 (five point thirty five) kopecks per one ordinary registered share of JSC INTER RAO UES registered by the Federal Service for Financial Markets of Russia under state registration number 1-03-33498-Е-002D dated 16.11.2010;

The total cost of the issuer's securities acquired under the interrelated transactions:

up to 10,856,206,494 (ten billion eight hundred fifty six million two hundred and six thousand four hundred and ninety four) rubles 03 kopecks;

The issuer's securities acquired are paid as follows:

- by non-monetary assets (property) - to pay for the issuer's securities acquired under the interrelated transactions, the purchaser transfers ordinary registered uncertified shares of Open Joint-Stock Company First Power-Generating Company on the Wholesale Energy Market (JSC OGK-1), OGRN: 1057200597960) with the face value of 0.57478 (zero point fifty-seven-thousand-four hundred-seventy-eight-hundred-thousandth) of a ruble per share under state registration number 1-02-65107-D, the price of one share is 1.12 (one point twelve) rubles to the number of 9,693,041,512 (nine-billion-six-hundred-ninety-three-million-forty-one-thousand five-hundred and twelve) shares amount to 10,856,206,493 (ten-billion-eight-hundred-fifty-six-million-two-hundred-six-thousand-four-hundred-ninety-three) rubles 44 kopecks (alienated property price):

- by monetary assets in rubles of the Russia Federation - in case of difference between the total cost of the issuer's securities acquired and the price of property being transferred by JSC RusHydro under each interrelated transaction.


Voting results:

 

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

"Against" - 0

"Abstained" - 0

A member of the Board of Directors, B. Yu. Kovalchuk, did not take part in voting on the matter.


Decision made.


13.2.    Recommendation to the General Shareholders' Meeting of the company to approve an interested-party transaction, being the company's share offering amounting to more than two per cent of ordinary shares earlier placed by the company:

 

Decision:

Recommend the General Shareholders' Meeting of the company to come up with the following decision on the matter of approving "an interested-party transaction, being the company's share offering amounting to more than two per cent of ordinary shares earlier placed by the company":

Approve the conclusion of a contract to swap shares of JSC RusHydro and JSC Irkutskenergo concluded between JSC RusHydro and JSC INTER RAO UES (hereinafter referred to as the contract) representing an interested party transaction under the following essential conditions:

1. Parties to Contract: JSC RusHydro and JSC INTER RAO UES;

2. Subject of Contract: JSC RusHydro shall transfer 29,998,136,646 (twenty-nine-billion-nine-hundred-ninety-eight-million-one-hundred-thirty-six-thousand-six-hundred and forty-six) ordinary registered uncertified shares of JSC RusHydro with the nominal value of 1 (one) ruble per one share to JSC INTER RAO UES, and JSC INTER RAO UES shall accept the shares of JSC RusHydro and transfer 1,906,723,080 (one-billion-nine-hundred-six-million-seven-hundred and twenty-three-thousand and eighty) ordinary registered shares of JSC Irkutskenergo with the nominal value of 1 (one) ruble each to JSC RusHydro.

3. Contract Price: The price of 29,998,136,646 (twenty-nine-billion-nine-hundred-ninety-eight-million-one-hundred-thirty-six-thousand-six-hundred and forty-six) ordinary registered uncertified shares of JSC RusHydro with the nominal value of 1 (one) ruble per one share to be acquired by JSC INTER RAO UES and the price of 1,906,723,080 (one-billion-nine-hundred-six-million seven-hundred and twenty-three-thousand-eighty) ordinary registered shares of JSC Irkutskenergo with the nominal value of 1 (one) ruble to be alienated by JSC INTER RAO UES are of equal value.

4. The exchange ratio amounts to 15.7328229571753 shares of JSC "RusHydro" per 1 share of JSC Irkutskenergo.

5. Other essential conditions: In accordance with the requirements of clause 3, article 39 of the Federal Law "On Privatization of State and Municipal Property" a share swap contract between JSC RusHydro and JSC Irkutskenergo may be concluded only with the preliminary consent of the Government of the Russian Federation or that of an authorised federal body for alienation of shares owned by JSC Irkutskenergo.

 

Voting results:

 

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

"Against" - 0

"Abstained" - 0

A member of the Board of Directors, B. Yu. Kovalchuk, did not take part in voting on the matter.


Decision made.


13.3. Approval of a transaction (interconnected transactions) concluded between the company and JSC VTB Bank, which is an interested party transaction.

 

Decision:

Recommend the annual General Shareholders' Meeting of the company to make the following decision:

1. Approve a contract (interrelated contracts) for depositing monetary assets to a deposit account as an interested-party transaction (transactions) subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Client - JSC RusHydro;

Subject of the transaction (transactions) - the bank shall accept a monetary sum in Russian rubles or foreign currency from the client to deposit and return the deposited sum as well as add and pay interest for this deposit;

Price of the transaction (transactions):

The price of the transaction (transactions) is defined as an aggregate of the following values:

- limit aggregate sum of monetary assets deposited under a transaction (transactions) by the client to a deposit account of the bank to the amount of not more than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding the conclusion of transaction;

- interest accrued and paid by the bank for the whole period of deposit at a rate of not less than 0.8 per cent of the declared rate for credit contracting at the interbank market (MIBID - Moscow Interbank Bid) for corresponding deposit period published by the Central Bank of the Russian Federation on the website www.cbr.ru on the date of depositing.

Maturity period of monetary assets deposit:

Not more than 1 year from the date of each deposit.

2. Approve a transaction (interrelated transactions) on the procedure for establishing the minimum balance of monetary assets on the account (accounts) with the bank as an interested-party transaction (transactions) subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Client - JSC RusHydro;

Subject of the transaction (transactions) - maintenance of the minimum balance of monetary assets on the account, adding and payment of interest on the minimum balance by the bank;

Price of the transaction (transactions):

The price of the transaction (transactions) is defined as an aggregate of the following values:

- limit aggregate sum of monetary assets deposited to the bank account with limited balance of monetary assets under a transaction (transactions) to an amount no more than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding conclusion of transaction;

- interest accrued and paid by the bank for the whole period of deposit at a rate of not less than 0.8 per cent of the declared rate for credit contracting at the interbank market (MIBID - Moscow Interbank Bid) for corresponding deposit period published by the Central Bank of the Russian Federation on the website www.cbr.ru on the date of depositing.

The maintenance term of minimum balance of monetary assets on the account (accounts):

Not more than 30 days from the date of each depositing on the minimum balance of monetary assets on the account.

3. Approve a transaction (interrelated transactions) on the procedure for credit overdraft in the bank as an interested-party transaction (transactions) subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Borrower - JSC RusHydro;

Subject of the transaction (transactions) - the bank shall provide the borrower with monetary assets (credit) in the form of overdraft to the amount and on the terms provided by a transaction and the borrower shall return the provided monetary assets and pay interest attached to such credit;

Price of the transaction (transactions):

The price of the transaction (transactions) is defined as an aggregate of the following values:

- maximum allowable sum of a non-recurrent debt to the bank (overdraft limit) to the amount of 3 billion rubles maximum;

- limit aggregate sum of commissions, interest for credit assets to be paid to the bank at an aggregate rate of not more than 1 (one) per cent point of annual interest exceeding the official refinancing rate of the Central Bank of the Russian Federation as of the date of entering into a corresponding contract (contracts).

The term of continuous debt is 30 days maximum.

4. Approve a contract (interrelated contracts) for opening a credit line with the bank as an interested-party transaction (transactions) subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Borrower - JSC RusHydro;

Subject of the transaction (transactions) - the bank shall provide the borrower with monetary assets (a credit) by opening a credit line to the amount and on the terms provided by contract and the borrower shall return the provided monetary assets and pay interest attached to such credit;

Price of the transaction (transactions):

The price of the transaction is defined as an aggregate of the following values:

- limit sum of credit funds received from the bank within the framework of the concluded contract to the amount of 25 billion rubles maximum;

- limit aggregate sum of commissions, interest for credit funds to be paid to the bank at an aggregate rate of not more than 5 (five) per cent points of annual interest exceeding the three month indicative rate of ruble based credits (deposits) at the Moscow market MosPrime Rate 3m published by the National Foreign Exchange Association (NFEA) on its web-site www.nva.ru as of the date of entering into the contract.

The term of continuous debt is from 30 to 365 days.

5. An approved contract (interrelated contracts) for credit extension as an interested-party transaction (interrelated transactions) is subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Borrower - JSC RusHydro;

Subject of the transaction (transactions) - the bank shall provide the borrower with monetary assets (credit) by opening a credit line to the amount and on the terms provided by a contract and the borrower shall return the provided monetary assets and pay interest attached to such credit;

Price of the transaction (transactions):

The price of the transaction is defined as an aggregate of the following values:

- limit sum of credit funds received from the bank within the framework of the concluded contract to the amount of 25 billion rubles maximum;

- limit aggregate sum of commissions, interest for credit assets to be paid to the bank at an aggregate rate of no more than 7 (seven) per cent point of the annual interest exceeding the 6-month indicative rate of the ruble based credits (deposits) at the Moscow market MosPrime Rate 6m published by the National Foreign Exchange Association (NFEA) on its web-site www.nva.ru as of the date of entering into the contract.

The term of credit - up to 10 years.

6. Approve contract (interrelated contracts) for a bank guarantee as an interested-party transaction (interrelated transactions) subject to the following essential conditions:

Parties to Contract (contracts):

Guarantor - VTB Bank (Open joint stock company);

Principal - JSC RusHydro;

Beneficiaries - former owners of the company's equity securities, whose shares may be purchased as per the procedure provided by chapter X1.1. of the Federal Law On Joint-Stock Companies.

Subject of the contract (contracts)- provision of a bank guarantee ensuring the execution of JSC RusHydro for making a mandatory offer to the shareholders (owners of equity securities) in accordance with the requirements of the Federal Law On Joint-Stock companies;

The right of the guarantor to request the principal to repay the sums paid to a beneficiary (beneficiaries) as per the recourse procedure under the bank guarantee: The guarantee has the right to request the principal to repay the sums paid to a beneficiary (beneficiaries) as per the recourse procedure under a bank guarantee to the amount of sums actually paid by the bank to a beneficiary (beneficiaries) but not greater than the sum of bank guarantees.

Price of Contract (contracts):

The price of the contract (contracts) is determined as an aggregate of the following values:

- sum the bank guarantees, issued by the guarantor to the amount not greater than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding conclusion of transaction;

- limit sum of premiums, commissions paid to the bank under the contract (including the commission for bank guarantee issue) to the amount of no more than 1 per cent of the guaranteed sum.

Duration of Contract (contracts): as per an agreement between the guarantor and the principal.

7. Approve a contract (interrelated contracts) for opening a letter of credit as an interested-party transaction (interrelated transactions) subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Applicant - JSC RusHydro.

Subject of the Transaction (transactions) - opening up and execution of a letter of credit;

Price of the transaction (transactions):

The price of the transaction (transactions) is defined as an aggregate of the following values:

- limit sum of letters of credit opened by the bank within the framework of the contract for a letter of credit to the amount of not more than 25 per cent of the balance sheet value of the company's assets as of the last reporting date preceding conclusion of transaction (or equivalent of the specified sum in foreign currency at the exchange rate of the Central Bank of the Russian Federation on the date of entering into the contract);

- limit sum of commissions (interests) paid to the bank under the contract for opening and/or confirmation and/or execution of letter of credit to the amount of not more than 3 per cent of the sum of the letter of credit.

Type of letter of credit: secured/unsecured. When opening an unsecured letter of credit the applicant returns the sum of executed letter of credit to the issuing bank by transferring the monetary assets in due time as per the procedure and other terms provided by the contract.

8. Approve a contract (interrelated contracts) for remote banking services as an interested-party transaction (interrelated transactions) subject to the following essential conditions:

Parties to the transaction (transactions):

Bank - JSC VTB Bank;

Client - JSC RusHydro;

Subject of the transaction (transactions) - a procedure for electronic document management using the remote banking system;

Price of the transaction (transactions):

Determine that the price of a contract (interconnected contracts) for remote banking services to be concluded by the company and being an interested-party transaction (transactions) is calculated on the basis of currently available bank tariffs for remote banking services posted by the bank on its official web site www.vtb.ru on the date of making such of transaction but not more than 100,000 (one hundred thousand) rubles.


Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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 14: Recommendations on the company's auditor.


Decision:

Recommend the annual General Shareholders' Meeting of JSC RusHydro to approve JSC HLB Vneshaudit (OGRN 1027739314448) should be appointed an auditor of JSC RusHydro to audit the company's accounting reports in accordance with Russian accounting standards for 2011.

 

Voting results:

 

"For" - 12 (S. I. Shmatko, A. B. Ballo, S. S. Beloborodov, E. P. Volkov, Е. 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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