Minutes of 30.11.2012 №168

MINUTES No. 168

OF THE BOARD OF DIRECTORS’ MEETING


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

November 30, 2012, 4.00 p.m.

(Moscow time).

Minutes dated:

November 30, 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,

G. M. Kurtser,

A. B. Malyshev,

V. V. Tatsy,

E. A. Tugolukov,

M. E. Shelkov.

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. Business priorities of the company:

2. Transactions effected by the company.

3. Participation and termination of participation of JSC RusHydro in other organizations.


VOTING RESULTS ON THE AGENDA MATTERS:


Matter 1: Business priorities of the company.

1.1. Business priorities of the company: Changes in the BEMO project funding model.


Decision made to:

Approve an alteration to the funding model already approved by the Company’s Board of Directors (minutes No. 107 dated 13.09.2010) for the BEMO project, to include a Supplementary Agreement (hereinafter referred to as the Supplementary Agreement) to the Credit Facility agreement No. 110100/1167 (hereinafter referred to as the Agreement), concluded between State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank) and Closed Joint-Stock Company Boguchansky Aluminum Smelter. The Supplementary Agreement is submitted for approval on the following essential terms:

Parties to Supplementary Agreement:

Borrower – CJSC BoAZ

Creditor – SC Vnesheconombank

Subject of Supplementary Agreement:

Making amendments to essential conditions and terms of the Agreement.

Essential terms and conditions of the Supplementary Agreement:


Credit sum (maximum financing limit)

Equivalent

47,196,000,000.00 roubles in US dollars, comprising the sum equivalent to 21,910,000,000.00 roubles in US dollars based on the exchange rate of the Central Bank of the Russian Federation on the date of signing the Agreement and the sum equivalent to 25,286,000,000.00 roubles in US dollars based on the exchange rate of the Central Bank of the Russian Federation on the date on signing the Supplementary Agreement

Credit term:

till December 20, 2027

Interest rate

From the date of signing the Supplementary Agreement the interest rate is fixed to the amount of 8.77 (eight and seventy seven hundredths) per cent per annum.

If there exists an available source of funding to be earmarked for this credit transaction and the Creditor’s written confirmation is obtained then the interest rate is set at the level of LIBOR 3 months (LIBOR three-month rate) + 7.5 (seven and five tenths) per cent per annum where, for the purposes of the Agreement, LIBOR means the interbank offered rate in US dollars for 3 months as given on page LIBOR01 of the REUTERS information system at 11:00 a.m., London time on the day 2 (two) working days before the commencement date of each interest-bearing period.

Voting results:

“For” – 8 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov).

“Against” – 1 (M. E. Shelkov).

“Abstained” – 0.

Decision made.



Matter 2: Transactions effected by the company.

2.1. Approval of a general loan agreement to be concluded between the company, Open Joint-Stock Company Russian Aluminum (OJSC Russian Aluminum) and Closed Joint-Stock Company Boguchansky Aluminum Smelter (CJSC BoAZ) being a transaction having a bearing on company foreign currency obligations (linked to the fluctuation of foreign exchange rates.)


Decision made to:

Approve a general loan agreement to be concluded between JSC RusHydro, OJSC Company Russian Aluminum and CJSC Boguchansky Aluminum Smelter being a transaction having a bearing on company foreign currency obligations (linked to the fluctuation of foreign exchange rates) on the following essential conditions:

Parties to Agreement:

Lenders – JSC RusHydro (Lender 1), JSC Russian Aluminum (Lender 2)

Borrower – CJSC BoAZ

Subject of Agreement:

The Lenders provide the Borrower with monetary funds in the form of loans to secure the Borrower’s obligations under Credit facility agreement No. 110100/1167 dated 03.12.2010 (hereinafter referred to as the Agreement), concluded between the Borrower and the State Corporation Bank for Development and Foreign Economic Affairs (Vnesheconombank).

Grounds for loan granting are as follows:

1. written request by Vnesheconombank to the Borrower to deposit on the Borrower's account opened in Vnesheconombank a sum of monetary assets necessary and being sufficient to cover the DSCR indicator to a level of not less than 1.1 (one and one tenth) calculated as follows:

– for 2015: on an accumulative basis from the first quarter of 2015 to the fourth quarter of 2015,

– for subsequent periods beginning from 2016 – for 12 months preceding the reporting date,

by way of attracting subordinated loans from the Lenders;

2. written request by Vnesheconombank to the Borrower to deposit on the Borrower's account opened in Vnesheconombank, the sum of monetary assets necessary to cover a deficit in the Capital cost budget resulting from the actual size of the Capital cost budget, and Sub-limit 1 under the Agreement, having been exceeded by more than 30 mln roubles, by way of attracting subordinated loans from the Lenders;

3. other written requests of the Borrower to the Lenders deemed reasonable by these Lenders.

Agreement Price:

The aggregate loan limit is 16,800,000,000.00 (sixteen billion eight hundred million) roubles distributed between the Lenders as follows:

– drawdown limit of Lender 1 amounts to 8,400,000,000.00 (eight billion, four hundred million) roubles;

– drawdown limit of Lender 2 amounts to 8,400,000,000.00 (eight billion, four hundred million) roubles

Other conditions of the Agreement:


Payment currency:

RF rouble

All payments under the Agreement are made in roubles at the exchange rate of the Central Bank of the Russian Federation on the date of payments.

Currency of loan obligations

US dollars.

The Borrower’s debt size under loans granted may vary depending on fluctuations of US dollar exchange rate set by the Central Bank of the Russian Federation.

Term of loan granting:

from January 01, 2015 to December 20, 2027.

Loan maturity

Not earlier than December 20, 2027

Premature loan repayment

Provided subject to an agreement with Vnesheconombank (upon presentation of a corresponding written agreement confirming the amount and right of this premature repayment).

Interest rate

8.72 % maximum (eight and seventy two hundredths) per annum.

Upon receipt of a written notice of Vnesheconombank on setting a floating rate from the date of this notice – LIBOR 3 months. (LIBOR three-month rate) plus a margin to the amount of 7.45 (seven and forty five hundredths) % per annum where, for the purposes of the Agreement, LIBOR means the interbank offered rate in US dollars for 3 months as given on page LIBOR01 of the REUTERS information system at 11:00 a.m., London time on the day 2 (two) working days before the commencement date of each interest-bearing period.

Voting results:

“For” – 8 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, G. M. Kurtser, A. B. Malyshev, V. V. Tatsy, E. A. Tugolukov).

“Against” – 1 (M. E. Shelkov).

“Abstained” – 0.

Decision made.


Within the framework of matters 2.2 and 2.3 the Board approved contracts concluded by JSC RusHydro being interested-party transactions in compliance with clause 6.2.2.8 of the Regulations on Disclosures by Issuers of Equity Securities, pursuant to a decision adopted by the Board of Directors on the information on persons and entities that are parties and beneficiaries to these transactions, the essential conditions of these transactions, and the values of these transactions after their closing according to the procedure established by the legislation of the Russian Federation.



Matter 3: Participation and termination of participation of JSC RusHydro in other organizations.

3.1. Participation of JSC RusHydro in the non-commercial partnership “Association of Land and Real Estate Property Owners and Investors (NP ASIN)”.


Decision made to:

To approve participation of JSC RusHydro in the Non-commercial partnership “Association of Land and Real Estate Owners and Investors (NP ASIN)”on the following terms:

  • the admission fee is 1,080,000 roubles;
  • the annual membership fee in 2012 is 300,000 roubles;
  • the procedure for admission and membership, fee payments as well as lump sum contributions, is defined by a resolution of the general meeting of NP ASIN.


Voting results:

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

“Against” – 0.

“Abstained” – 0.

Decision made.





Chairman of the Board of Directors                       V. V. Tatsy


Corporate Secretary                                           M. M. Lukyanova

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