Minutes of 12.09.2012 №159

MINUTES No. 159

OF THE BOARD OF DIRECTORS MEETING


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

September 12, 2012, 6.00 p.m.

(Moscow time).

Minutes dated:

September 13, 2012

Form of vote:

Absentee vote.

Site of vote counting:

Moscow, Arkhitektora Vlasova Str., 51

Number of members elected to the Board of Directors:

13

Members of the Board of Directors,

present at meeting:



B. I. Ayuev,


V. I. Danilov-Danilyan,


E. V. Dod,


B. Yu. Kovalchuk,


A. B. Malyshev,


M. I. Poluboyarinov,


V. V. Tatsy,


E. A. Tugolukov,


M. E. Shelkov






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



AGENDA:


Matter 1: On intermediate results of JSC RusHydro’s Business Plan for 2012 with actual results on the first half of 2012 (including the report on implementation of the Investment Programme and the Complex Modernisation Programme for generating facilities for the first half of 2012).


Matter 2: On implementation of JSC RusHydro’s key performance indicators for the second quarter of 2012.


Matter 3: On the progress of JSC RusHydro’s Innovative development programme for 2011–2015 with an outlook to 2012, in the first and second quarters of 2012.


Matter 4: On approval of the report on implementation of projects, executed by the company as part of JSC RusHydro’s Innovative development programme for 2011–2015 with an outlook to 2021, in the first half of 2012, including the construction of power plants with a gigawatt capacity based on tidal and wave power and the creation of the Northern Tidal Power Plant, an experimental-industrial power facility (Guba Dolgaya, Barents Sea).


Matter 5: On determination of JSC RusHydro's position (JSC RusHydro’s representatives) on the agenda matters handled by the management of the company’s subsidiaries and affiliates (S&A).


Matter 6: On making transactions with shares and interests of organisations in which JSC RusHydro participates.



VOTING RESULTS ON THE AGENDA MATTERS:


Matter 1: On intermediate results of JSC RusHydro’s Business Plan for 2012 with actual results on the first half of 2012 (including the report on implementation of the Investment Programme and the Complex Modernisation Programme for generating facilities for the first half of 2012).


Decision:


1. Approve the report on the intermediate results of the company’s Business Plan for 2012 with due account for the first half of 2012 (including the report on implementation of the Investment programme and the Complex Modernisation Programme for generating facilities for the first quarter of 2012) (Appendix 1).

2. Instruct E. V. Dod, Chairman of the company’s Management Board, within one month, to hold negotiations with JSC Power Machines regarding the non-fulfilment of its obligations under a contract concluded between the company and JSC Power Machines on August 19, 2010 and report to the Board of Directors on measures taken to mitigate the risks associated with the counteragent’s failure to fulfil its obligations.


Voting results:


For – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, B. Yu. Kovalchuk, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E.Shelkov).

Against – 0.

Abstained – 0.


Decision made.


Matter 2: On implementation of JSC RusHydro’s key performance indicators for the second quarter of 2012.


Decision:

Approve the report on the implementation of key performance indicators of JSC RusHydro for the second quarter of 2012 (Appendix 2).


Voting results:

For – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, B. Yu. Kovalchuk, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E.Shelkov).

Against – 0.

Abstained – 0.


Decision made.


Matter 3: On the progress of JSC RusHydro’s Innovative development programme for 2011–2015 with an outlook to 2012, in the first and second quarters of 2012.


Decision:

1. Approve the progress report on priority projects being implemented as part of the Innovative development programme of JSC RusHydro for 2011–2015 with an outlook to 2021, for the first and second quarter of 2012 (Appendix 3).

2. Approve the report on cooperation with Research, Development and Academic Institutes regarding matters related to the implementation of JSC RusHydro’s Innovative development programme for 2011–2015 with an outlook to 2021, in the first and second quarter of 2012 (Appendix 4).


Voting results:

For – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, B. Yu. Kovalchuk, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E.Shelkov).

Against – 0.

Abstained – 0.


Decision made.


Matter 4: On approval of the report on implementation of projects, executed by the company as part of JSC RusHydro’s Innovative development programme for 2011–2015 with an outlook to 2021, in the first half of 2012, including the construction of power plants with a gigawatt capacity based on tidal and wave power and the creation of the Northern Tidal Power Plant, an experimental-industrial power facility (Guba Dolgaya, Barents Sea.


Decision:

Approve the report on implementation of projects, executed by the company as part of JSC RusHydro’s Innovative development programme for 2011–2015 with an outlook to 2021, in the first half of 2012, including the construction of power plants with a gigawatt capacity based on tidal and wave power and the creation
of the Northern Tidal Power Plant, an experimental-industrial power facility (Guba Dolgaya, Barents Sea) (Appendix 5).


Voting results:

For – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, B. Yu. Kovalchuk, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E.Shelkov).

Against – 0.

Abstained – 0.


Decision made.

Confidential

Matter 5: On determination of JSC RusHydro's position (JSC RusHydro’s representatives) on the agenda matters handled by the management of the company’s subsidiaries and affiliates (S&A).


Decision:

The text of the decision contains confidential information.


Decision made.


Matter 6: On making transactions with shares and interests of organisations in which JSC RusHydro participates.


Decision:

1.1. Approve contract(s) concluded by the Company (hereinafter referred to as the Purchaser) to acquire shares in organisations, in which the Company participates, on the following essential conditions (hereinafter referred to as Contract(s)):

1.1.1. JSC Zagorskaya PSHPP-2 (Issuer 1) undertakes to transfer to the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by Issuer 1 to the total of 50,911,477,297 (fifty billion, nine hundred and eleven million, four hundred and seventy seven thousand, two hundred and ninety seven) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 1 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 1 and / or by means of offsetting monetary claims to Issuer 1.

The Purchaser’s share in the authorised capital of Issuer 1 does not change and amounts to 100 per cent.

1.1.2. JSC Sulaksky HydroCascade (Issuer 2) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 2 to the total of 9,674,875,309 (nine billion, six hundred and seventy four million, eight hundred and seventy five thousand, three hundred and nine) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 2 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 2 and / or by means of offsetting monetary claims to Issuer 2.

The Purchaser’s share in the authorised capital of Issuer 2 does not change and amounts to 100 per cent.

1.1.3. JSC Nizhne-Bureyskaya HPP (Issuer 3) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 3 to the total of 14,203,213,098 (fourteen billion, two hundred and three million, two hundred and thirteen thousand, ninety eight) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 3 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 3 and / or by means of offsetting monetary claims to Issuer 3.

The Purchaser’s share in the authorised capital of Issuer 3 does not change and amounts to 100 per cent.

1.1.4. JSC South Yakutia HGC (Issuer 4) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 4 to the total of 3,734,635,868 (three billion, seven hundred and thirty four million, six hundred and thirty five thousand, eight hundred and sixty eight) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 4 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 4 and / or by means of offsetting monetary claims to Issuer 4.

The Purchaser’s share in the authorised capital of Issuer 4 does not change and amounts to 100 per cent.

1.1.5. CJSC Malaya Dmitrovka (Issuer 5) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 5 to the total of 3,400,000,000 (three billion and four hundred million) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 5 by means of transferring monetary assets and / or by means of offsetting monetary claims to Issuer 5.

The Purchaser’s share in the authorised capital of Issuer 5 does not change and amounts to 100 per cent.

1.1.6. JSC TsSO Sayano-Shushenskaya HPP (Issuer 6) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by Issuer 6 at the offered price being equal to the face value of shares (1 (one) rouble ) or at a price differing from the face value of shares to be determined by an independent appraiser but not less than the face value to the amount of 453,369,421 (four hundred and fifty three million, three hundred and sixty nine thousand, four hundred and twenty one) roubles at a maximum.

The Purchaser shall pay for shares of Issuer 6 by means of transferring monetary assets and / or by means of offsetting monetary claims to Issuer 6.

The Purchaser’s share in the authorised capital of Issuer 6 does not change and amounts to 100 per cent.

1.1.7. JSC Renewable Energy Engineering Center (Issuer 7) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 7 to the total of 697,632,815 (six hundred and ninety seven million, six hundred and thirty two thousand, eight hundred and fifteen) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 7 by means of transferring monetary assets and / or by means of offsetting monetary claims to Issuer 7.

The Purchaser’s share in the authorised capital of Issuer 7 does not change and amounts to 100 per cent.

1.1.8. JSC NIIES (Issuer 8) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 8 to the total of 4,199,209,220 (four billion, one hundred and ninety nine million, two hundred and nine thousand, two hundred twenty) shares at a maximum with the face value of 50 (fifty) kopecks per share at the offered price of 50 (fifty) kopecks per 1 share.

The Purchaser shall pay for shares of Issuer 8 by means of transferring monetary assets and / or by means of offsetting monetary claims to Issuer 8.

The Purchaser’s share in the authorised capital of Issuer 8 does not change and amounts to 100 per cent.

1.1.9. JSC Leningradskaya PSHPP (Issuer 9) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 9 to the total of 4,208,180,863 (four billion, two hundred and eight million, one hundred and eighty thousand, eight hundred and sixty three) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 9 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 9 and / or by means of offsetting monetary claims to Issuer 9.

The Purchaser’s share in the authorised capital of Issuer 9 does not change and amounts to 100 per cent.

1.1.10. JSC Nizhne-Zeyskaya HPP (Issuer 10) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 10 to the total of 349,565,990 (three hundred and forty nine million, five hundred and sixty five thousand, nine hundred and ninety) shares at a maximum with the face value of 1 (one) rouble each share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 10 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 10 and / or by means of offsetting monetary claims to Issuer 10.

The Purchaser’s share in the authorised capital of Issuer 10 does not change and amounts to 100 per cent.

1.1.11. JSC Nizhne-Kureiskaya HPP (Issuer 11) undertakes to transfer into the Purchaser's ownership and the Purchaser in its turn undertakes to accept and pay for supplementary ordinary shares placed by the Issuer 11 to the total of 34,597,700 (thirty four million, five hundred and ninety seven thousand, seven hundred) shares at a maximum with the face value of 1 (one) rouble per share at the offered price of 1 (one) rouble per 1 share.

The Purchaser shall pay for shares of Issuer 11 by means of transferring monetary assets and / or by means of handing over promissory notes of Issuer 11 and / or by means of offsetting monetary claims to Issuer 11.

The Purchaser’s share in the authorised capital of Issuer 11 does not change and amounts to 100 per cent.

1.2. Instruct the company’s representatives in the management bodies of organisations outlined in sub-items 1.1.1.–1.1.11. of this decision to vote FOR making the decisions facilitating the launch of emissions in 2012–2013 and
allowing the company to acquire shares on the terms and conditions defined by
items 1.1.1.–1.1.11. of this decision as well as with an allowance for possible corrections to be introduced to JSC RusHydro's Investment Programme for 2013 and / or JSC RusHydro's Innovative development programme for 2011–2015.

1.3. Approve the following additional contributions as part of increasing the authorised capitals of organisations whose sole member is JSC RusHydro.

1.3.1. LLC Verkhnebalkarskaya MHPP: To the amount 832,057,421 (eight hundred and thirty two million, fifty seven thousand, four hundred and twenty one) roubles.

JSC RusHydro shall pay for an additional contribution to the authorised capital of LLC Verkhnebalkarskaya MHPPby means of transferring monetary assets and / or by means of handing over promissory notes of LLC Verkhnebalkarskaya MHPPand / or by means of offsetting monetary claims to LLC Verkhnebalkarskaya MHPP.

The share of JSC RusHydro in the authorised capital of LLC Verkhnebalkarskaya MHPP does not change and amounts to 100 per cent.

1.3.2. LLC MHPPs of KChR: To the amount 357,854,506 (three hundred and fifty seven million, eight hundred and fifty four thousand, five hundred and six) roubles.

JSC RusHydro shall pay for an additional contribution to the authorised capital of LLC MHPPs of KChR by means of transferring monetary assets and / or by means of handing over promissory notes of LLC MHPPs of KChR and / or by means of offsetting monetary claims to LLC MHPPs of KChR.

The share of JSC RusHydro in the authorised capital of LLC MHPPs of KChR does not change and it amounts to 100 per cent.

1.3.3. LLC MHPPs of Stavropol Territory: to the amount 237,000,000 (two hundred and thirty seven million) roubles.

JSC RusHydro shall pay for an additional contribution to the authorised capital of LLC MHPPs of Stavropol Territory by means of transferring monetary assets and / or by means of handing over promissory notes of LLC MHPPs of Stavropol Territory and / or by means of offsetting monetary claims to LLC MHPPs of Stavropol Territory.

The share of JSC RusHydro in the authorised capital of LLC MHPPs of Stavropol Territory does not change and it amounts to 100 per cent.

LLC MHPPs of Stavropol Territory whose sole member is JSC RusHydro is allowed to be financed only after the company has been duly established in accordance with effective legislation of the Russian Federation.

1.4. Instruct the company’s representatives in the management bodies of organisations outlined in sub-items 1.3.1.–1.3.3. of this decision to vote FOR making the decisions required to increase the authorised capital on the terms and conditions defined by items 1.3.1.–1.3.3. of this decision as well as with an allowance for possible corrections to be introduced to JSC RusHydro's Investment Programme for 2013.


Voting results:

For – 6 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, A. B. Malyshev, V. V. Tatsy, E. A.Tugolukov).

Against – 0.

Abstained – 2 (B. Yu. Kovalchuk, M. E. Shelkov).

M. I. Poluboyarinov, member of the Board of Directors, did not take part in voting on this matter.



Decision made.





Chairman of the Board of Directors        V. V. Tatsy


Corporate Secretary                            M. M. Lukyanova

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