Minutes of 28.11.2012 №167

MINUTES No. 167

OF THE BOARD OF DIRECTORS’ MEETING


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

November 28, 2012, 6.00 p.m.

(Moscow time).

Minutes dated:

November 28, 2012.

Form of vote:

Absentee vote.

Site of vote counting:

Moscow, Malaya Dmitrovka Str., 7

JSC RusHydro

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,

B. Yu. Kovalchuk,

G. M. Kurtser,

A. B. Malyshev,

V. V. Tatsy,

E. A. Tugolukov,

R. R. Sharipov,

M. E. Shelkov,

S. V. Shishin

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


AGENDA OF MEETING:


1. Approving the list of key performance indicators of JSC RusHydro for 2013.

2. Approval of the company’s Insurer for 2013.

3. Approval of the insurance coverage programme of JSC RusHydro for 2013.

4. Approval of contracts concluded between JSC RusHydro and OJSC IC Allianz representing an interested party transaction.


VOTING RESULTS ON THE AGENDA MATTERS:


Matter 1: Approving the list of key performance indicators of JSC RusHydro for 2013.


Decision made to:

Approve the list of annual and quarterly key performance indicators of JSC RusHydro for 2013 (Appendix 1 to the Minutes).


Voting results:

“For” – 12 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov, R. R. Sharipov, M. E. Shelkov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.



Matter 2: Approval of the company’s Insurer for 2013.


Decision made to:

Approve the following insurance companies as the providers of insurance cover for JSC RusHydro so as to enable the company to conclude insurance contracts within 2013:


No.

Type of insurance

Insurer

1.

Insurance of property, including buildings under construction, against all risks

JSC SOGAZ

Address: 107078, Moscow,

Akademika Sakharova Prospect, 10

2.

Insurance of construction and assembly processes including against liability for damages arising from civil action in the case of injury or loss, including that brought about by substandard building work and/or materials.

CJSC IC TRANSNEFT

Address: 115093, Moscow,

3rd Pavlovsky Lane, 2

3.

Voluntary medical insurance

OJSC IC Allianz:

Address: 115184, Moscow,

Ozerkovskaya Embankment, 30

4.

Insurance against accidents and illness

OJSC IC Allianz:

Address: 115184, Moscow,

Ozerkovskaya Embankment, 30

5.

Compulsory public liability insurance for the owner whose industrial facilities are dangerous such as to engender risk to life and limb, against accident and emergency at such a facility as well as public liability insurance against terrorist acts within the fuel and energy complex, liability insurance for damage caused by environmental pollution, and public liability insurance of a lessee or an owner of immovable property.

JSC AlfaStrakhovanie

Address: 115162, Moscow, Shabolovka Str., 31, bld. B

6.

Compulsory public liability insurance for owners of means of transport

JSC SAK ENERGOGARANT

Address: 115035, Moscow,

Sadovnicheskaya Embankment, 23

7.

Company’s vehicle insurance

JSC SAK ENERGOGARANT

Address: 115035, Moscow,

Sadovnicheskaya Embankment, 23

8.

Insurance of the company’s means of waterborne transport, including the shipowner’s liability insurance for damage caused to the property of individuals or legal entities, including due to contamination originating from a ship’s oil and contamination caused by other substances, and also for damage caused to the river port and sea port infrastructure (in the case of a ship sailing in the waters of the sea port), and to the inland waterways infrastructure.

JSC Kapital Insurance

Address: 628486, Khanty-Mansi

Autonomous Area, Yugra,

Tyumen Region, Kogalym,

Molodezhnaya Str., 10

9.

Public liability insurance of members of management bodies and Officers of the Company before third parties and the Company

OJSIC Ingosstrakh

Address: 117997, Moscow,

Pyatnitskaya Str., 12, bld. 2

Voting results:

“For” – 12 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov, R. R. Sharipov, M. E. Shelkov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.



Matter 3: Approval of the insurance coverage programme of JSC RusHydro for 2013.


Decision made to:

Approve the insurance coverage programme of JSC RusHydro for 2013 according to Appendix 2 to the Minutes.


Voting results:

“For” – 12 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, B. Yu. Kovalchuk, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov, R. R. Sharipov, M. E. Shelkov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.

Decision made.



Issue 4: Approval of contracts concluded between JSC RusHydro and OJSC IC Allianz representing an interested party transaction.


4.1. Approval of the voluntary medical insurance contract concluded between JSC RusHydro and OJSC IC Allianz representing an interested party transaction.

Decision made to:

1. Specify that the maximum price limit (monetary value) of services to be rendered under the voluntary medical insurance contract (hereinafter referred to as VMI contract), concluded between JSC RusHydro and OJSC IC Allianz, representing an interested party transaction, amounts to 48,390,594 (forty-eight million, three hundred and ninety thousand, five hundred and ninety-four) roubles 62 kopecks, VAT excluded.

2. Approve this VMI contract as an interested-party transaction on the following essential terms:

Parties to Contract:

The Policy holder is JSC RusHydro;

The Insurer is OJSC IC Allianz.

Subject of VMI Contract:

The Insurer agrees, in return for the fee stipulated in the Contract (insurance premium), the sum of which being paid by the Policy holder, to arrange for the provision of and payment for medical services for the Insured party in the event of an accident covered by the insurance according to the regulations of the voluntary medical insurance programme (hereinafter referred to VMI services).

Insured individuals (Beneficiaries):

The Policy holder’s employees and other individuals included in the lists of insured individuals submitted by the Policy holder to the Insurer.

Subject matter of insurance cover:

Any property or assets of the Insured individuals as can be required in securing the necessary medical aid, transportation to a hospital and any other aid in case of an insured accident.

Insured event:

Individual person’s recourse to a medical institution included in the list of medical institutions provided for by the insurance contract, in order to obtain medical (therapeutic, diagnostic, consulting, restorative, health-improving aid including immunologic prophylaxis and therapy etc) and any other (including medical and social) aid in accordance with conditions and terms of the insurance contract and the insurance coverage programme creating a situation where the Insurer has to pay for medical and any other related services.

The sum of insurance:

– against risks of expenses for outpatient and ambulatory treatment – 2,250,000 roubles;

– against risks of expenses for hospital care – 4,500,000 roubles;

– against risks of expenses for emergency medical care – 600,000 roubles;

– against risks of expenses for medical aid and medical transportation assistance while abroad, in Russia and CIS countries outside the 100 kilometer area of permanent residence – the rouble equivalent of 100,000 US dollars, but not less than 3,000,000 roubles.

Price limit of VMI Services:

48,390,594 (forty-eight million, three hundred and ninety thousand, five hundred and ninety-four) roubles 62 kopecks, VAT excluded.

Effective Period of VMI Contract:

Commencement date is 01.01.2013, completion date is 31.12.2013.


Voting results:

“For” – 11 (B. I. Ayuev, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov, R. R. Sharipov, M. E. Shelkov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.


As the members of the Company’s Management Board as well as the members of their families are the insured individuals (beneficiaries under the contract), the voluntary medical insurance contract concluded between JSC RusHydro and OJSC IC Allianz is an interested-party transaction in accordance with Article 81 of Federal Law On Joint Stock Companies.

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 majority vote of independent directors, disinterested in settlement of the transaction.

When summing up the voting results on the matter, the vote of E. V. Dod, the member of JSC RusHydro’s Board of Directors, simultaneously the Board Chairman of JSC RusHydro, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

Decision made.



4.2. Approval of the contract for voluntary collective insurance against accidents and illness concluded between JSC RusHydro and OJSC IC Allianz representing an interested party transaction.


Decision made to:

1. Specify that the maximum price limit (monetary value) of services to be rendered under a voluntary collective insurance contract (hereinafter referred to as the VCI contract), concluded between JSC RusHydro and OJSC IC Allianz, representing an interested party transaction, amounts to 3,390,649 (three million, three hundred and ninety thousand, sixty hundred and forty-nine) roubles 88 kopecks, VAT excluded.

2. Approve this VCI contract as an interested-party transaction on the following essential terms:

Parties to Contract:

The Policy holder is JSC RusHydro;

The Insurer is OJSC IC Allianz.

Subject of VCI Contract:

The Insurer undertakes to pay an insurance compensation to an Insured individual or beneficiary specified in the Contract in case of events specified in the Contract, regardless of sums due to them under other insurance contracts including those due under compulsory social insurance, social security and compensation paid for harm.

Insured individuals:

The Policy holder’s employees included in the lists of insured individuals submitted by the Policy holder to the Insurer.

Beneficiaries:

Insured individuals, wherewith, other persons named as Beneficiaries by the written agreement of the insured individual, in the subsequent event of his or her death – can succeed to his or her claim, having the right to receive insurance payments of the deceased insured individual in the event of the occurrence of an insured event.

Subject matter of insurance cover:

Property interests connected with harm to life, health of citizens not contravening the legislation of the Russian Federation.

Insured event:

Unexpected, unavoidable events (covered risks) occurring that cannot be foreseen by an Insured individual in accordance with the Insurance contract and resulting in the Insurer’s liability to pay an insurance compensation to an Insured individual (or a Beneficiary).

Covered risks:

– insured individual’s death as a result of an accident;

– insured individual’s death as a result of natural cause;

– disability as a result of an accident (with a disability classification (class I, II or III) classified);

– disability as a result of natural cause with a disability classification (class I, II or III) classified);

– temporary disability due to injuries as a result of an accident;

– hospital admission as a result of an accident;

– diagnosis of a critical disease or undergoing a major surgical operation.

The sum of insurance:

According to Appendix 3 to the Minutes.

Price limit of VCI Services:

3,390,649 (three million, three hundred and ninety thousand, sixty hundred and forty-nine) roubles 88 kopecks, VAT excluded.

Effective Period of VCI Contract:

Commencement date is 01.01.2013, completion date is 31.12.2013.


Voting results:

“For” – 11 (B. I. Ayuev, V. I. Danilov-Danilyan, V. M. Zimin, B. Yu. Kovalchuk, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov, R. R. Sharipov, M. E. Shelkov, S. V. Shishin).

“Against” – 0.

“Abstained” – 0.


As the members of the Company’s Management Board as well as the members of their families are the insured individuals (beneficiaries under the contract), the contract for voluntary collective insurance against accidents and illness concluded between JSC RusHydro and OJSC IC Allianz is an interested-party transaction in accordance with Article 81 of Federal Law On Joint Stock Companies.

In accordance with Clause 3 of the 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 majority vote of independent directors, disinterested in settlement of the transaction.

When summing up the voting results on the matter, vote of E. V. Dod, the member of JSC RusHydro’s Board of Directors, simultaneously the Board Chairman of JSC RusHydro, is not taken into account as he is regarded as a transaction interested party in accordance with Article 81 of the Federal Law on Joint-Stock Companies.

Decision made.






Chairman of the Board of Directors                     V. V. Tatsy


Corporate Secretary                                         M. M. Lukyanova

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