Minutes of 21.05.2012 №152

MINUTES No. 152

OF THE BOARD OF DIRECTORS MEETING

 

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

   May 18, 2012, 6.00 p.m.

   (Moscow time)

 

Minutes dated:

   May 21, 2012

 

Form of vote:

   absentee vote

Site of vote counting:           

   Moscow, Arkhitektora Vlasova Str., 51

 

Number of elected members to the Board of Directors:

   13

Members of the Board of Directors,

present at meeting:    

 

 

   V. I. Danilov-Danilyan,

 

   E. V. Dod,

   V. M. Zimin,

 

   V. V. Kudryavy,

 

   G. M. Kurtser,

   V. Yu. Lebedev,

   M. I. Poluboyarinov,

   V. V. Tatsy,

   S. V. Shishin

 

 

 In compliance with the Federal Law on Joint-Stock Companies and the Company's Articles of Association there is a quorum for a Board of Directors meeting present.

 

 

AGENDA OF THE MEETING:

 

1. The Company's transactions.

2. Approving the Company's internal documents: Approving the Corporate Conduct Code of JSC RusHydro as amended.

 

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1: The company's transactions.

1.1. Approval of a contract on purchase of shares of JSC RusHydro concluded between JSC RusHydro and Rosimushchestvo representing an interested-party transaction.

 

Decision:

1. Determine, that the price (monetary value) of property under the Contract on purchase of shares of JSC RusHydro, placed by public offering, concluded between JSC RusHydro and Rosimushchestvo representing an interested-party transaction, is set based on the following parameters:

 

- The value of 470,275,849 (four hundred and seventy million, two hundred and seventy-five thousand, eight hundred and fourty-nine) carved-out Shares by JSC RusHydro amounts to 775,955,150 (seven hundred and seventy-five million, nine hundred and fifty-five thousand, one hundred and fifty) roubles 85 kopecks.

- The sum paid by JSC RusHydro to Rosimushchestvo in respect of the margin between the price of carved-out Shares of JSC RusHydro and Securities acquired by JSC RusHydro amounts to 0 (zero) roubles 53 kopecks.

- The value of 1,492,472,400 (one billion, four hundred and ninety-two million, four hundred and seventy-two thousand, four hundred) Securities acquired by the Company amounts to 775,955,151.38431312428 roubles.

 

2. Approve the Contract between JSC RusHydro and Rosimushchestvo on purchase of shares of JSC RusHydro (hereinafter - the Contract) representing representing an interested-party transaction under the following essential conditions:

Parties:

JSC RusHydro and Rosimushchestvo.

Subject:

JSC RusHydro undertakes to transfer to Rosimushchestvo, and Rosimushchestvo undertakes to accept and pay for the following JSC RusHydro shares placed by public offering (hereinafter - the Shares):

 

Type and category of securities

registered ordinary uncertified shares

Name of the Issuer

Open Joint-Stock Company Federal Hydro-Generating Company - RusHydro

Face value of one security, roubles

1 (one)

State Registration Number of the issue

1-01-55038-Е-040D

Date of state registration of the issue

16.08.2011

Quantity of securities, pcs

470,275,849 (four hundred and seventy million, two hundred and seventy-five thousand, eight hundred and fourty-nine)


To pay for the shares Rosimushchestvo undertakes to transfer to the Company, and the Company undertakes to accept the following securities (hereinafter - Securities):

 

Issuer

Open Joint-Stock Company RAO East Energy Systems

Primary State Registration Number

1087760000052

Type and category of securities

registered ordinary uncertified shares

State Registration Number of the issue

1-01-55384-Е-001D

Face value of one security, roubles

0.50 (zero roubles 50 kopecks)

Quantity of securities, pcs

1,492,472,400 (one billion, four hundred and ninety-two million, four hundred and seventy-two thousand, four hundred)


Value: The value of 470,275,849 (four hundred and seventy million, two hundred and seventy-five thousand, eight hundred and fourty-nine) carved-out Shares by JSC RusHydro amounts to 775,955,150 (sevent hundred and seventy-five million, nine hundred and fifty-five thousand, one hundred and fifty) roubles 85 kopecks.

 

The sum paid by JSC RusHydro to Rosimushchestvo in respect of the margin between the price of carved-out Shares of JSC RusHydro and Securities acquired by JSC RusHydro amounts to 0 (zero) roubles 53 kopecks.

 

The value of 1,492,472,400 (one billion, four hundred and ninety-two million, four hundred and seventy-two thousand, four hundred) Securities acquired by the Company amounts to 775,955,151.38431312428 roubles.

 

3. In compliance with clause 6.2.2.8 of the Regulations on Disclosures by Issuers of Equity Securities the Company's Management Board shall be instructed to disclose the information on persons that are parties to the transaction, on essential conditions of the transaction, and the price of the transaction after its closing according to the procedure established by the legislation of the Russian Federation.

 

Voting results:

"For" - 8 (V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, M. I. Polyboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, disinterested in the settlement of the transaction.

 

Pursuant to article 81 of the Federal Law on Joint-Stock Companies, the RusHydro's shareholder - the Russian Federation represented by Rosimushchestvo and holding over 20 per cent of company's voting shares is recognized as a transaction interested person.


In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, member of the Board of Directors E. V. Dod is regarded as a dependent Director, for he is the Chairman of the Board of JSC RusHydro, his vote is not taken into account either .

 

Decision made.

 

 

1.2. Approval of a contract on purchase of shares of JSC RusHydro concluded between JSC RusHydro and Rosimushchestvo representing an interested-party transaction.

 

Decision:

1. Determine, that the price (monetary value) of property under the Contract on purchase of shares of JSC RusHydro, placed by public offering, concluded between JSC RusHydro and Rosimushchestvo representing an interested-party transaction, is set based on the following parameters:

 

- The value of 208,201,916 (two hundred and eight million, two hundred and one thousand, nine hundred sixteen) shares carved-out by JSC RusHydro amounts to 343,533,161 (three hundred and fourty-three million, five hundred and thirty-three thousand, one hundred and sixty-one) roubles 40 kopecks.

- The sum paid by JSC RusHydro to Rosimushchestvo on account of margin between the price of shares carved-out by JSC RusHydro and Securities acquired by JSC RusHydro amounts to 0 (zero) roubles 89 kopecks.

- The value of of 475,768 (four hundred and seventy-five thousand, seven hundred and sixty-eight) Securities acquired by the Company amounts to 343,533,162 (three hundred and fourty-three million, five hundred and thirty-three thousand, one hundred and sixty-two) roubles 29.3489028464 kopecks.

 

2. Approve the Contract between JSC RusHydro and Rosimushchestvo on purchase of shares of JSC RusHydro (hereinafter - the Contract) representing an interested-party transaction under the following essential conditions:

Parties:

JSC RusHydro and Rosimushchestvo.

Subject:

JSC RusHydro undertakes to transfer to Rosimushchestvo, and Rosimushchestvo undertakes to accept and pay for the following JSC RusHydro shares placed by public offering (hereinafter - the Shares):

 

Type and category of securities

registered ordinary uncertified shares

Name of the Issuer

Open Joint-Stock Company Federal Hydro-Generating Company - RusHydro

Face value of one security, roubles

1 (one)

State Registration Number of the issue

1-01-55038-Е-040D

Date of state registration of the issue

16.08.2011

Quantity of securities, pcs

208,201, 916 (two hundred and eight million, two hundred and one thousand, nine hundred and sixteen)


To pay for the shares Rosimushchestvo undertakes to transfer to the Company, and the Company undertakes to accept the following securities (hereinafter - Securities):

 

Issuer

Open Joint-Stock Company Sakhalin Energy Company.

Primary State Registration Number

1096501006030

Type and category of securities

registered ordinary uncertified shares

State Registration Number of the issue

1-01-32890-F

Face value of one security, roubles

1,000 (one thousand)

Quantity of securities, pcs

475,768 (four hundred and seventy-five thousand, seven hundred and sixty-eight)


Value: The value of 208,201,916 (two hundred and eight million, two hundred and one thousand, nine hundred and sixteen) shares carved-out by JSC RusHydro amounts to 343,533,161 (three hundred and fourty-three million, five hundred and thirty-three thousand, one hundred and sixty-one) roubles 40 kopecks.

 

The sum paid by JSC RusHydro to Rosimushchestvo in respect of the margin between the price of shares carved-out by JSC RusHydro and Securities acquired by JSC RusHydro amounts to 0 (zero) roubles 89 kopecks.

 

The value of 475,768 (four hundred and seventy-five thousand, seven hundred and sixty-eight) Securities acquired by the Company amounts to 343,533,162 (three hundred and fourty-three million, five hundred and thirty-three thousand, one hundred and sixty-two) roubles 29.3489028464 kopecks.

 

In compliance with clause 6.2.2.8 of the Regulations on Disclosures by Issuers of Equity Securities the Company's Management Board shall be instructed to disclose the information on persons that are parties to the transaction, on essential conditions of the transaction, and the price of the transaction after its closing according to the procedure established by the legislation of the Russian Federation.

 

Voting results:

"For" - 8 (V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, M. I. Polyboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, disinterested in the settlement of the transaction.

 

Pursuant to article 81 of the Federal Law on Joint-Stock Companies, the RusHydro's shareholder - the Russian Federation represented by Rosimushchestvo and holding over 20 per cent of company's voting shares is recognized as a transaction interested person.

 

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, member of the Board of Directors E. V. Dod is regarded as a dependent Director, for he is the Chairman of the Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

 

1.3. Approval of a contract on purchase of shares of JSC RusHydro concluded between JSC RusHydro and Rosimushchestvo representing an interested-party transaction.

 

Decision:

1. Determine, that the price (monetary value) of property under the Contract on purchase of shares of JSC RusHydro, placed by public offering, concluded between JSC RusHydro and Rosimushchestvo representing an interested-party transaction, is set based on the following parameters:

 

- The value of 2,105,774,722 (two billion, one hundred and five million, seven hundred and seventy-four thousand, seven hundred and twenty-two) shares carved-out by JSC RusHydro amounts to 3,474,528,291 (three billion, four hundred and seventy-four million, five hundred and twenty-eight thousand, two hundred and ninety-one) roubles 30 kopecks.

- The sum paid by JSC RusHydro to Rosimushchestvo in respect of the margin between the price of shares carved-out by JSC RusHydro and Securities acquired by JSC RusHydro amounts to 1 (one) rouble 55 kopecks.

- The value of of 2,649,171,000 (two billion, six hundred and fourty-nine million, one hundred and seventy-one thousand) Securities acquired by the Company amounts to 3,474,528,292 (three billion, four hundred and seventy-four million, five hundred and twenty-eight thousand, two hundred and ninety-two) roubles 85.76164364 kopecks.


2. Approve the Contract between JSC RusHydro and Rosimushchestvo for the purchase of shares of JSC RusHydro (hereinafter - the Contract) representing an interested-party transaction under the following essential conditions:

Parties:

JSC RusHydro and Rosimushchestvo.

Subject:

JSC RusHydro undertakes to transfer to Rosimushchestvo, and Rosimushchestvo undertakes to accept and pay for the following JSC RusHydro shares placed by public offering (hereinafter - the Shares):

 

Type and category of securities

registered ordinary uncertified shares

Name of the Issuer

Open Joint-Stock Company Federal Hydro-Generating Company - RusHydro

Face value of one security, roubles

1 (one)

State Registration Number of the issue

1-01-55038-Е-040D

Date of state registration of the issue

16.08.2011

Quantity of securities, pcs

2,105,774,722 (two billion, one hundred and five million, seven hundred and seventy-four thousand, seven hundred and twenty-two)


To pay for the shares Rosimushchestvo undertakes to transfer to the Company, and the Company undertakes to accept the following securities (hereinafter - Securities):

 

Issuer

Open Joint-Stock Company Ust-Srednekanskaya HPP

Primary State Registration Number

1074910002310

Type and category of securities

registered ordinary uncertified shares

State Registration Number of the issue

1-01-55315-E-003D

Face value of one security, roubles

1 (one)

Quantity of securities, pcs

 2,649,171,000 (two billion, six hundred and fourty-nine million, one hundred and seventy-one thousand)


Value: The value of 2,105,774,722 (two billion, one hundred and five million, seven hundred and seventy-four thousand, seven hundred and twenty-two) shares carved-out by JSC RusHydro amounts to 3,474,528,291 (three billion, four hundred and seventy-four million, five hundred and twenty-eight thousand, two hundred and ninety-one) roubles 30 kopecks.


The sum paid by JSC RusHydro to Rosimushchestvo in respect of the margin between the price of shares carved-out by JSC RusHydro and Securities acquired by JSC RusHydro amounts to 1 (zero) roubles 55 kopecks.

 

The value of 2,649,171,000 (two billion, six hundred and fourty-nine million, one hundred and seventy-one thousand) Securities acquired by the Company amounts to 3,474,528,292 (three billion, four hundred and seventy-four million, five hundred and twenty-eight thousand, two hundred and ninety-two) roubles 85.76164364 kopecks.

 

In compliance with clause 6.2.2.8 of the Regulations on Disclosures by Issuers of Equity Securities the Company's Management Board shall be instructed to disclose the information on persons that are parties to the transaction, on essential conditions of the transaction, and the price of the transaction after its closing according to the procedure established by the legislation of the Russian Federation.

 

Voting results:

"For" - 8 (V. I. Danilov-Danilyan, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, M. I. Polyboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

In accordance with clause 3 of Article 83 of the Federal Law On Joint Stock Companies, the decision on this matter is made by the company's Board of Directors by a majority vote of independent directors, disinterested in the settlement of the transaction.

 

Pursuant to article 81 of the Federal Law on Joint-Stock Companies, the RusHydro's shareholder - the Russian Federation represented by Rosimushchestvo and holding over 20 per cent of company's voting shares is recognized as a transaction interested person.

 

In accordance with clause 3 of Article 83 of the Federal Law on Stock Companies, member of the Board of Directors E. V. Dod is regarded as a dependent Director, for he is the Chairman of the Board of JSC RusHydro, his vote is not taken into account either.

 

Decision made.

 

 

Matter 2: Approving the Company's internal documents: Approving the Corporate Conduct Code of JSC RusHydro as amended.

 

Decision:

To approve the Corporate Conduct Code of JSC RusHydro as amended (Appendix 1).

 

Voting results:

"For" - 9 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.


Decision made.

 

 

 

 


Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

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