Minutes of 30.10.2012 №164

MINUTES No. 164

OF THE BOARD OF DIRECTORS’ MEETING


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

October 30, 2012, 6.00 p.m.

(Moscow time).

Minutes dated:

October 30, 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 the meeting:

B. I. Ayuev,

V. I. Danilov-Danilyan,

E. V. Dod,

V. M. Zimin,

A. B. Malyshev,

M. I. Poluboyarinov,

V. V. Tatsy,

E. A. Tugolukov,

M. E. Shelkov,

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. On approval of the company’s transactions.

2. On company’s bond placement.

3. On implementation of instructions given by the company’s Board of Directors.


VOTING RESULTS ON THE AGENDA ISSUES:


Issue 1: Approving the company’s transactions:

1.1 Approval of a contract concluded between JSC RusHydro and Irkutsk Open Joint-Stock Company for Power Engineering and Electrification (JSC Irkutskenergo) being an interested party transaction.


Decision:

1. Determine price (monetary value) of services under the contract for organising and holding the regional stage of the 5th All-Russian competitions of HPP operating personnel for three teams representing JSC Irkutskenergo: Bratskaya HPP, Irkutskaya HPP, Ust-Ilimskaya HPP on the territory of the JSC RusHydro branch – Novosibirskaya HPP, to the sum of 1,345,200 (one million, three hundred and forty-five thousand, two hundred) roubles, including VAT (18 %) – 205,200 (two hundred and five thousand, two hundred) roubles.

2. Approve the Contract for organising and holding of the regional stage of the 5th All-Russian competitions of HPP operating personnel for three teams representing JSC Irkutskenergo (hereinafter referred to as the Contract) as an interested party transaction on the following essential terms:

2.1. Parties to Contract:

Customer – JSC Irkutskenergo.

Executor – JSC RusHydro;

2.2. Subject of Contract: The Customer contracts and agrees to pay, and the Contractor agrees to provide services to organize and hold the regional stage of the 5th All-Russian competition of operating personnel hydropower for three teams of Customer: Bratsk HPP, Irkutskenergo, Ust-Ilimskaya HPP (hereafter – Services) to the branch of JSC RusHydro – Novosibirsk HPP (Novosibirsk region, Novosibirsk) from 18 June 2012 to 22 June 2012.

List of services to be rendered is provided in Annex 1.

In case the Customer’s team wins the regional stage of the 5th All-Russian competitions for HPP operating personnel the Executor shall arrange and hold the final stage of the competitions for the Customer’s team on the territory of JSC Irkutskenergo branch – Irkutskaya HPP (Irkutsk Region, Irkutsk,) from September 10, 2012 to September 14, 2012.

2.3. Contract Price: the cost of services provided under the contract amounts to 1,345,200 (one million, three-hundred and forty-five-thousand, two hundred), including VAT (18 %) – 205,200 (two hundred and five thousand, two hundred) roubles.

2.4. Effective Period of Contract: The contract is effective until the Parties perform their duties in full. The contract applies to actual relations between the Parties of the contract prior to its signing.


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



Issue 2: On company’s bond placement

2.1. Placement of securities by the company (bonds of series 07) of JSC RusHydro.


Decision:

2.1.1. Place securities of JSC RusHydro (hereinafter referred to as the Issuer) through public offering – inconvertible interest bearing documentary bearer bonds of series 07 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each to the total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption at holders’ request or Issuer’s discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2.1.2. Establish the following procedure and conditions for Issuer’s securities placement:

Bond placement price: on the first and following days of placement the price is set at 100 (one hundred) per cent of bond’s face value – 1000 (one thousand) roubles per 1 (one) bond.Beginning from the 2nd (second) day of bond placement the buyer, when making a bond purchase / sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond placement by the following formula:

ACI = Nom * C(1) * (T – T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub;

Nom is a nominal value of one bond, rub;

C(1) is a value of interest rate of the 1st coupon in percents per year (%);

T is the current date of bond placement;

T(0) is the commencement date of bond placement.

The value of accumulated coupon income is calculated with an accuracy down to one kopeсk, figures are rounded off in accordance with mathematic rounding rules. In this case the mathematical rounding rules shall be understood to mean a rounding method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).

Method of bond payment: shall be in a form of monetary assets in the currency of the Russian Federation through electronic settlement procedures. Payment by instalments for placed securities is not provided.

Bonds are placed by entering into purchase / sale transactions at the bond placement price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds’ placement are contained in the decision to issue of securities.


Expenses connected with credit entries of placed bonds to the depot accounts of their first holders (transferees):Bond holders (transferees) shall bear all expenses connected with credit entries of placed bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).

The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in the currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. The possibility for the bond holders to select the bond redemption method is not provided.

If the bond maturity date is due on a legal public holiday or weekend – regardless of whether it will be a state public holiday or day-off for settlement operations – then a due sum will be paid on the first working day following such a holiday or day-off. The bond holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in roubles of the Russian Federation using the electronic repayment procedure.

The early redemption of bonds is provided at the discretion of the Issuer and upon request of the holders.

Procedure and terms of the early redemption of bonds upon request of the holders are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds upon request of the holders is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.

Procedure and terms of the early redemption of bonds at the discretion of the Issuer are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds at the discretion of the Issuer is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.2. Placement of securities (bonds of series 08) of JSC RusHydro.


Decision:

2.2.1. Place securities of JSC RusHydro (hereinafter referred to as the Issuer) through public offering – inconvertible interest bearing documentary bearer bonds of series 08 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each to the total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption at holders’ request or Issuer’s discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2.2.2. Establish the following procedure and conditions for Issuer’s bond placement:

Bond placement price: on the first and following days of placement the price is set at 100 (one hundred) per cent of the bond’s face value – 1000 (one thousand) roubles per 1 (one) bond. Beginning from the 2nd (second) day of bond placement the buyer, when making a bond purchase / sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond placement according to the following formula:

ACI = Nom * C(1) * (T – T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub;

Nom is a nominal value of one bond, rub;

C(1) is a value of interest rate of the 1st coupon in percents per year (%);

T is the current date of bond placement;

T(0) is the commencement date of bond placement.

The value of accumulated coupon income is calculated with an accuracy down to one kopeсk, figures are rounded off in accordance with mathematic rounding rules. In this case the mathematical rounding rules shall be understood to mean a rounding method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).

Method of bond payment: Shall be in a form of monetary assets in the currency of the Russian Federation through electronic settlement procedures. Payment by instalments for placed securities is not provided.

Bonds are placed by entering into purchase / sale transactions at the bond placement price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds’ placement are contained in the Decision on issue of securities.

Expenses connected with credit entries of placed bonds to the depot accounts of their first holders (transferees):Bond holders (transferees) shall bear all expenses connected with credit entries of placed bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in the currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. The possibility for the bond holders to select the bond redemption method is not provided.

If the bond maturity date is due on a legal public holiday or weekend – regardless of whether it will be a state public holiday or day-off for settlement operations – then a due sum will be paid on the first working day following such a holiday or day-off. The bond holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in roubles of the Russian Federation using the electronic repayment procedure.

The early redemption of bonds is provided at the discretion of the Issuer and upon request of the holders.

Procedure and terms of the early redemption of bonds upon request of the holders are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds upon request of the holders is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.

Procedure and terms of the early redemption of bonds at the discretion of the Issuer are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds at the discretion of the Issuer is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.3. Placement of securities (bonds of series 09) of JSC RusHydro.


Decision:

2.3.1. Place securities of JSC RusHydro (hereinafter referred to as the Issuer) through public offering – inconvertible interest bearing documentary bearer bonds of series 09 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each to the total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption at holders’ request or Issuer’s discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2.3.2. Establish the following procedure and conditions for Issuer’s securities placement:

Bond placement price: on the first and following days of placement the price is100 (one hundred) per cent of bond face value – 1000 (one thousand) roubles per 1 (one) bond.Beginning from the 2nd (second) day of bond placement the buyer, when making a bond purchase / sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond placement according to the following formula:

ACI = Nom * C(1) * (T – T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub;

Nom is a nominal value of one bond, rub;

C(1) is a value of interest rate of the 1st coupon in percents per year (%);

T is the current date of bond placement;

T(0) is the commencement date of bond placement.

The value of accumulated coupon income is calculated with an accuracy down to one kopeсk, figures are rounded off in accordance with mathematic rounding rules. In this case the mathematical rounding rules shall be understood to mean a rounding method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).

Method of bond payment: Shall be in a form of monetary assets in the currency of the Russian Federation through electronic settlement procedures. Payment by instalments for placed securities is not provided.

Bonds are placed by entering into purchase / sale transactions at the bond placement price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds’ placement are contained in the decision to issue of securities.

Expenses connected with credit entries of placed bonds to the depot accounts of their first holders (transferees):Bond holders (transferees) shall bear all expenses connected with credit entries of placed bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in the form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in the currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. The possibility for the bond holders to select the bond redemption method is not provided.

If the bond maturity date is due on a legal public holiday or weekend – regardless of whether it will be a state public holiday or day-off for settlement operations – then a due sum will be paid on the first working day following such a holiday or day-off. The bond holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in roubles of the Russian Federation using the electronic repayment procedure.

The early redemption of bonds is provided at the discretion of the Issuer and upon request of the holders.

Procedure and terms of the early redemption of bonds upon request of the holders are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds upon request of the holders is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.

Procedure and terms of the early redemption of bonds at the discretion of the Issuer are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds at the discretion of the Issuer is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.4. Placement of securities (bonds of series 10) of JSC RusHydro.


Decision:

2.4.1. Place securities of JSC RusHydro (hereinafter referred to as the Issuer) through public offering – inconvertible interest bearing documentary bearer bonds of series 10 with mandatory centralised storage, to the sum of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each to the total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption at holders’ request or Issuer’s discretion (hereinafter referred to as the bonds). The commencement and end dates of bond redemption coincide.

2.4.2. Establish the following procedure and conditions for Issuer’s securities placement:

Bond placement price: on the first and following days of placement the price is to the sum of 100 (one hundred) per cent of bond face value – 1000 (one thousand) roubles per 1 (one) bond.Beginning from the 2nd (second) day of bond placement the buyer, when making a bond purchase / sale transaction, shall also pay for accumulated coupon income calculated from the commencement date of bond placement according to the following formula:

ACI = Nom * C(1) * (T – T(0)) / 365 / 100 %, where

ACI is an accumulated coupon income, rub;

Nom is a nominal value of one bond, rub;

C(1) is a value of interest rate of the 1st coupon in percents per year (%);

T is the current date of bond placement;

T(0) is the commencement date of bond placement.

The value of accumulated coupon income is calculated with an accuracy down to one kopeсk, figures are rounded off in accordance with mathematic rounding rules. In this case the mathematical rounding rules shall be understood to mean a rounding method, which does not change the value of a whole kopeсk (whole kopeсks) if the first figure located after the rounded off one is within a range of 0 to 4 (inclusive) and it increases per unit if the first the first figure located after the rounded off one is within a range of 5 to 9 (inclusive).

Method of bond payment: Shall be in a form of monetary assets in the currency of the Russian Federation through electronic settlement procedures. Payment by instalments for placed securities is not provided.

Bonds are placed by entering into purchase / sale transactions at the bond placement price during trade sessions carried out by Closed Joint-Stock Company MICEX Stock Exchange. Other conditions of bonds’ placement are contained in the decision on issue of securities.

Expenses connected with credit entries of placed bonds to the depot accounts of their first holders (transferees):Bond holders (transferees) shall bear all expenses connected with credit entries of placed bonds to the depot accounts of (providing centralised bond storage) their first holders (transferees).


The bonds will provide income in form of interest from the bond face value. Bond yield will be paid for certain periods (coupon periods).

Form and procedure of bond redemption: Bond redemption and yield payments are made with monetary assets in the currency of the Russian Federation using an electronic payment for settlement in favour of the bond holders. The possibility for the bond holders to select the bond redemption method is not provided.

If the bond maturity date is due on a legal public holiday or weekend – regardless of whether it will be a state public holiday or day-off for settlement operations – then a due sum will be paid on the first working day following such a holiday or day-off. The bond holder does not have a right to demand interest accrual or any other compensation for such a delay in repayments.

The commencement and end dates of bond redemption coincide. Bond repayments when redeemed as well as their yield repayments are made in roubles of the Russian Federation using the electronic repayment procedure.

The early redemption of bonds is provided at the discretion of the Issuer and upon request of the holders.

Procedure and terms of the early redemption of bonds upon request of the holders are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds upon request of the holders is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.

Procedure and terms of the early redemption of bonds at the discretion of the Issuer are established in accordance with the Decision on securities issue and the Prospectus. The early redemption of bonds at the discretion of the Issuer is made with monetary assets in the currency of the Russian Federation using the electronic repayment procedure.


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.5. Approval of the decision to release securities (bonds of series 07) of JSC RusHydro.


Decision:

Approve the decision on securities issue – inconvertible interest bearing documentary bearer bonds of series 07 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield) (Appendix 2).


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.6. Approval of the decision to release securities (bonds of series 08) of JSC RusHydro.


Decision:

Approve the decision on securities issue – inconvertible interest bearing documentary bearer bonds of series 08 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield) (Appendix 3).


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.7. Approval of the decision to release securities (bonds of series 09) of JSC RusHydro.


Decision:

Approve the decision on securities issue – inconvertible interest bearing documentary bearer bonds of series 09 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield) (Appendix 4).


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.8. Approval of the decision to release securities (bonds of series 10) of JSC RusHydro.


Decision:

Approve the decision on securities issue – inconvertible interest bearing documentary bearer bonds of series 10 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield) (Appendix 5).


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.9. Approving the decision to release JSC RusHydro’s securities (bonds of series 07, 08, 09, and 10).


Decision:

Approve Prospectus for securities issue:

– inconvertible interest bearing documentary bearer bonds of series 07 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three thousand six hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1 000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield).

– inconvertible interest bearing documentary bearer bonds of series 08 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three thousand six hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield).

– inconvertible interest bearing documentary bearer bonds of series 09 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three thousand six hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield).

– inconvertible interest bearing documentary bearer bonds of series 10 with mandatory centralised storage, to the number of 10,000,000 (ten million) bonds with face value of 1000 (one thousand) roubles each with a total amount of 10,000,000,000 (ten billion) roubles with maturity on the 3,640th (three-thousand-six-hundred and fortieth) day from the commencement date of bond placement with the possibility of early redemption by holders’ request or Issuer’s discretion, placed by public offering at a price 100 (one hundred) per cent of the bond face value, which amounts to 1000 (one thousand) roubles per 1 (one) bond (starting from the second day of placement the acquirers also pay accumulated coupon yield) (Appendix 6);


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



2.10. Loan raising by the company.


Decision:

Commit the task to the Chairman of the Management Board of the company:

– submission of the matter for placement of each bond series to be considered by the Strategy Committee and Investment Committee under the supervision of the Board of Directors with attachment of the following documents and information:

analysis of the current conditions for the public borrowing market;

planned use of proceeds, raised by bond loan issue;

evaluation of bond loan placement effect upon leverage consolidated value of RusHydro Group (financial debt consolidated values vs. EBITDA) and company’s business plan indicators.

– submission of report on the placement results for each bond series of the company to the company’s Board of Directors, as well as to the Strategy Committee and Investment Committee under the supervision of the company’s Board of Directors.


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, S. V. Shishin).

Against – 0.

Abstained – 0.

Decision made.



Issue 3: On implementation of instructions given by the company’s Board of Directors.


Decision:

1. Approve a report on implementation of instructions given by the company’s Board of Directors (Appendix 7).

2. To amend and agree on rescheduling the terms for execution of instructions of the company’s Board of Directors (Appendix 8).


Voting results:

For – 10 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, V. V. Tatsy, E. A. Tugolukov, M. E. Shelkov, 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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