Minutes of 19.10.2012 №162

MINUTES No. 162

OF THE BOARD OF DIRECTORS’ MEETING


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

October 16, 2012, 6.00 p.m.

(Moscow time).

Minutes dated:

October 19, 2012.

Form of vote:

Absentee vote.

Site of vote counting:

Moscow, Malaya Dmitrovka str., 7

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,

G. M. Kurtser,

A. B. Malyshev,

M. I. Poluboyarinov,

V. V. Tatsy,

E. A. Tugolukov,

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.


MEETING AGENDA:


1. Recommendations to the extraordinary general meeting of JSC RusHydro as to the agenda of the extraordinary general meeting.

2. Determination of price (monetary value) of the property (property rights and obligations) purchased and alienated by the Company under an interested-party transaction (transactions).

3. Issues related to the calling, preparing and holding of an extraordinary general meeting of JSC RusHydro.



VOTING RESULTS ON THE AGENDA ISSUES:


Issue 1: Recommendations to the extraordinary general meeting of JSC RusHydro as to the agenda of the extraordinary general meeting.


1.1: Recommendations to the extraordinary general meeting of JSC RusHydro, made in respect of the agenda issue “On approval of related transactions with SC Vnesheconombank” – constituting interested-party transactions.


Decision made to:

Recommend to the extraordinary general meeting of the Company to approve Schedule No. 1 to the Guarantee Agreement dated 22.08.2011 No. 110100/1168-ДП (hereinafter referred to as the Schedule) as an interested party transaction connected with the Guarantee Agreement dated 22.08.2011 No. 110100/1168-ДП, with the following essential terms:

Parties to the Schedule:

Guarantor – JSC RusHydro,

Lender – Vnesheconombank.

Subject of the Schedule:

Introduction of the following amendments to essential terms and to the conditions of the Guarantee Agreement dated 22.08.2011 No. 110100/1168-ДП, which was introduced as security for the execution of the contractual obligations of JSC Boguchanskaya HPP (Debtor) under the Facility Agreement dated 01.10.2012 No. 110100/1168 (hereinafter referred to as the Agreement), concluded with the State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank).

Creation of the Guarantor’s Obligations:

Joint obligation of the Guarantor under the Contract, ensuring that the Debtor executes its obligations under the Agreement in full, takes effect when any of the following events occur:

– Electricity sale and purchase agreements were not brought into effect before 01.03.2013, including due to their not having been registered by JSC ATS in accordance with the legislation of the Russian Federation, including as a consequence of changes having been made to the relevant active legislation;

– corresponding guarantee agreements providing for the execution of buyers’ obligations under ESPA were not brought into effect before 01.03.2013;

– the agreement on pledge of rights (claims) to receive earnings under ESPA, as provision for performance of obligations undertaken by the Debtor under the Agreement, is not brought into effect before 01.03.2013;

– Debtor’s incapacity to generate and supply electricity under ESPA No. 1 and ESPA No. 2, from January 01, 2013 until year 2027 inclusive – to the minimum amount of 5,755,018 MW*h annually, and in 2028 – to the minimum amount of 2,416,490 MW*h, as well as providing capacity to the minimum of 1000 MW starting from 2013 and onwards;

– termination or suspension of ESPA and / or corresponding guarantee agreements providing for performance of buyers’ obligations under ESPA, through the fault of the Debtor;

– loss or deterioration (except for natural wear) of equipment items of the three hydropower units with total installed capacity of 1000 MW;

– lack of insurance of the three hydropower units with total installed capacity of 1000 MW in accordance with the insurance programme recommended by an Insurance broker;

– delay in performance of works as according to the Project Implementation Schedule by more than 10 months (this specified provision does not affect any other grounds for the guarantee to come into force specified in this paragraph);

– overdrawal for expenses for Project implementation in respect of the Capital Investment Plan with absence of additional financing to the amount of such overdrawal, on the part of any Investor, in the form of acquisition with moneys of any Bills of Exchange held by the Debtor and their transfer by way of pledge to the Lender, as provision for the execution of the Debtor’s obligations under the Agreement, within 30 days of the date of identification of such overdrawal;

– introduction of external management with regard to the Debtor, taking a decision on its liquidation / restructuring by the General Shareholders’ Meeting of the Debtor.

The basic parameters of the obligation secured by the guarantee remain unchanged.

Cost of the Schedule: is not provided for. The amount of the Guarantee remains unchanged.


Voting results:

“For” – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.


1.2. On recommendations to the extraordinary general meeting of JSC RusHydro as to the agenda matter “On increase of the Company’s authorized capital”.


Decision made to:

1. Recommend to the extraordinary general meeting of JSC RusHydro, as to the agenda matter “On increase of the Company’s authorized capital”, to make the decision as follows:

“Increase the authorised capital of the Company by offering additional ordinary registered shares in the number of 110,000,000,000 (one hundred and ten billion) shares with nominal value of 1 (one) rouble each for the total amount by nominal value of 110,000,000,000 (one hundred and ten billion) roubles;

– method of offering: public offering;

– the offer price for additional shares (including to persons included in the list of persons having the first option for acquisition of the additional offered shares) – at the price rate determined by the Board of Directors of the Company in accordance with Articles 36, 77 of the Federal Law “On Joint-Stock Companies”;

– the form of payment for shares: monetary assets, non-monetary assets.

– the list of property used to pay for equity securities:

ordinary registered uncertified shares of the following joint-stock companies:

JSC Ust-Srednekanskaya HPP (OGRN (Primary state registration number) 1074910002310);

JSC RAO East Energy Systems (OGRN 1087760000052);

JSC CEK (OGRN 1096501006030);

JSC Irkutsk electricity company (OGRN 1093850013762);

JSC Irkutskenergo (OGRN 1023801003313).

– the procedure of payment for shares: shares shall be paid for at the time of 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 offered additional shares:

– Limited Liability Company Nexia Pacioli Consulting (LLC Nexia Pacioli Consulting), OGRN: 1047796989679;

– Limited Liability Company Institute for Enterprise Issues (LLC IEI), OGRN: 1027800561458;

– Limited Liability Company RASTAM-Otsenka (LLC RASTAM-Otsenka), OGRN: 1057200929499;

– Closed Joint-Stock Company BDO (JSC BDO), OGRN: 1037739271701;

– Closed Joint-Stock Company ENPI Consult (CJSC ENPI Consult), OGRN: 1027700283566;

– Limited Liability Company STREMLENIE (LLC STREMLENIE), OGRN: 1027739184307;

– Limited Liability Company Audit and Consulting Company Top-Audit (LLC Audit and Consulting Company Top-Audit), OGRN: 1027739441553;

– Limited Liability Company Institute of Property and Financial Activity Appraisal (LLC Appraisal Institute), OGRN: 1027000867750;

– Closed Joint-Stock Company Otechestvo (CJSC Otechestvo), OGRN: 1023402456626;

– Limited Liability Company Baker Tilly Rusaudit (LLC Baker Tilly Rusaudit), OGRN: 1037700117949;

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

– Closed Joint-Stock Company Agency Russpromotsenka (CJSC Agency Russpromotsenka), OGRN: 1027700409109;

– Limited Liability Company CO-INVEST (LLC CO-INVEST), OGRN: 1027700556047;

– Closed Joint-Stock Company Central Financial Appraisal Company (JSC Central Financial Appraisal Company), OGRN: 1037739245972;

– Limited Liability Company Financial and Business Advisers (LLC FBK), OGRN: 1027700058286;

– Limited Liability Company Centre of Appraisal Management and Consulting) (LLC MOK-Center), OGRN: 1027739398290;

– Closed Joint-Stock Company HLB Vneshaudit (CJSC HLB Vneshaudit), OGRN: 1027739314448;

– Closed Joint-Stock Company ABM Partner (CJSC ABM Partner), OGRN: 1027700560491;

– Limited Liability Company FinExpertiza (LLC FinExpertiza), OGRN: 1027739127734”.

2. Determine that the deposit of property specified in item 1 of the present decision as payment for additional issued shares is possible only after issuance of the required regulatory acts in accordance with legislation of the Russian Federation.


Voting results:

“For” – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.



Issue 2:  Determination of price (monetary value) of the property (property rights and obligations) purchased and alienated by the Company under an interested-party transaction (transactions).

2.1. Determination of price (monetary value) of the property / obligations under an interested-party transaction (transactions).


Decision made to:

Determine that the price (monetary value) of property (obligations) of the Company under the Guarantee Agreement dated 22.08.2011 No. 110100/1168-ДП, in connection with the conclusion of Schedule No. 1 to the Guarantee Agreement dated 22.08.2011 No. 110100/1168-ДП, shall remain unchanged and shall amount to the price of the Debtor’s obligations secured by the guarantee, which exceeds 2 % of the Company’s balance sheet assets:

· a loan in the amount of 28,100,000,000 (twenty-eight billion and one hundred million) roubles;

· rate of interest:

in the period before 30.06.2012 – fixed rate equal to the refinancing rate of the Bank of Russia valid on the execution date of the Agreement plus 2 % per annum at most;

from 30.06.2012 – variable rate equal to the refinancing rate of the Bank of Russia plus 2 % per annum at most.

The rate is subject to be changed automatically on the dates of changes of the refinancing rate of the Bank of Russia, and to the extent of such change but not to be less than 9.5 % per annum.

· commission fee for granting of loan in the amount not exceeding 1 % per annum of the loan amount;

· commission fee for the unexpended balance of loan facility in the amount not exceeding 0.5 % per annum of the unexpended balance.


Voting results:

“For” – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.



Issue 3: Issues related to the calling, preparing and holding of an extraordinary general meeting of JSC RusHydro.


Decision made to:

1. Amend the decision of the Board of Directors from 10.10.2012 (minutes of 10.10.2012 No. 161) on the issue “On approval of the agenda for an extraordinary general meeting of JSC RusHydro”, by redrafting the decision as follows:

To approve the agenda of the extraordinary general meeting of the Company:

1. On increase of the authorised capital of the Company.

2. On approval of the interrelated transactions with SC Vnesheconombank which are interested-party transactions.

2. To approve the form and text of the announcement on adjustment of the agenda for the extraordinary general meeting of JSC RusHydro (Appendix 1).

3. To publish the announcement on the adjustment of the agenda for the extraordinary general meeting of JSC RusHydro in Rossiiskaya Gazeta newspaper and post it on the Company’s web-site on the internet: www.rushydro.ru on or before October 26, 2012.

4. To approve the form and text of the voting ballot at the extraordinary general meeting of the Company (hereinafter – Meeting) to be held by way of absentee voting on November 16, 2012 (Appendix 2).

5. To determine that the voting ballots for the Meeting agenda issues are to be sent by registered mail or handed against signature to each person included in the list of individuals entitled to participate in the Meeting, on or before October 26, 2012 (inclusive).


Voting results:

“For” – 9 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, G. M. Kurtser, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, 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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