Minutes of 17.04.2012 №148

MINUTES No. 148

OF THE BOARD OF DIRECTORS MEETING

 

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

   April 17, 2012, 6.00 p.m.

   (Moscow time)

Minutes dated:

   April 17, 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:    

 

 

   S. S. Beloborodov,

 

   V. I. Danilov-Danilyan,

 

   E. V. Dod,

 

   V. M. Zimin,

 

   B. Yu. Kovalchuk,

 

   V. V. Kudryavy,

 

   G. M. Kurtser,

 

   V. Yu. Lebedev,

 

   A. B. Malyshev,

 

   M. I. Poluboyarinov,

 

   V. V. Tatsy,

 

   S. V. Shishin

 

 

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

 

 

AGENDA OF THE MEETING:

 

1. Issues related to the calling, preparing and holding the annual General Shareholders' Meeting of the company.

2. The company's transactions.

 

VOTING RESULTS ON THE AGENDA MATTERS:

 

Matter 1: Issues related to the calling, preparing and holding the annual General Shareholders' Meeting of the company.

 

Decision:

1. Specify the date of the annual General Shareholders' Meeting of the company (hereinafter - the Meeting) - June 8, 2012.

2. Determine the meeting's time as 12.00 p.m. (local time).

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

4. Specify place of the Meeting - Russian Federation, Krasnoyarsk region, Krasnoyarsk, Prospekt Mira, 129.

5. Specify the date for creating the list of individuals entitled to participate in the Meeting as April 23, 2012.

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

 

Voting results:

"For" - 12 (S. S. Beloborodov, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, V. V. Kudryavy, G. M. Kurtser, V. Yu. Lebedev, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, S. V. Shishin).

"Against" - 0.

"Abstained" - 0.

 

Decision made.

 

 

Matter 2: The company's transactions.

 

2.1. On approval of Contract for rendering consulting services on quarterly preparation of JSC RAO East Energy Systems reports in compliance with International Accounting Standards (hereinafter - IAS), concluded between JSC RusHydro and JSC RAO East Energy Systems being a transaction in the interests of the parties.

 

Decision:

1. Specify, that overall price (monetary value) of services under the Contract for rendering consulting services on quarterly preparation of JSC RAO East Energy Systems reports in compliance with IAS (hereinafter - the Contract), being a transaction in the interests of the parties, amounts to 44,236,582 (forty-four million, two hundred and thirty-six thousand, five hundred and eighty-two) roubles 22 kopecks, incl. VAT (18 %).

Overall price (monetary value) of services rendered under the Contract shall not exceed 2 per cent of the balance sheet assets of JSC RusHydro as of the last reporting date.

2. Approve the Contract as a transaction in the interests of the parties on the following essential conditions:

Parties to Contract:

Executor - JSC RusHydro;

Customer - JSC RAO East Energy Systems.

Subject of Contract:

The Executor undertakes to render to the Customer, and the Customer undertakes to pay to the Executer the price of consulting services for quarterly preparation of reports in compliance with International Accounting Standards (hereinafter - Services).

List of services, period and term of rendered Services are provided in the annex to the current Decision.

Price of Contract (Services):

The The overall price (monetary value) of services amounts to 44,236,582 (forty-four million, two hundred and thirty-six thousand, five hundred and eighty-two) roubles 22 kopecks, incl. VAT (18 %).

Price of Services per each period of Services rendering is provided in Annex 1.

Period of rendering Services:

Start - 30.04.2012;

Termination - 30.04.2015.

 

Voting results:

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

"Against" - 0.

"Abstained" - 1 (B. Yu. Kovalchuk).

 

In accordance with 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 vote of the member of the Board of Directors of JSC RusHydro E. V. Dod, who is simultaneously Member of Board of Directors of JSC RAO East Energy Systems and is regarded as a transaction interested party in compliance with Article 83 of the Federal Law on Joint-Stock Companies, as well as dependent director, for he is Chairman of the Management Board of JSC RusHydro, is not taken into account.

 

Decision made.

 

 


 

Chairman of the Board of Directors                                              V. V. Tatsy

 

Corporate Secretary                                                            M. M. Lukyanova

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok