Minutes of 24.12.2012 №170

MINUTES No. 170

OF THE BOARD OF DIRECTORS’ MEETING


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

24.12.12, 6.00 p.m.

(Moscow time).

Minutes dated:

24.12.12

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,

A. B. Malyshev,

M. I. Poluboyarinov,

E. A. Tugolukov.

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. On approval of the company’s transactions.

2. On intermediate results of fulfillment of the company’s Business plan for 2012 (containing the Investment Programme execution report for 9 months of 2012, which includes the Programme of complex modernization of generating facilities) with due regard to the 9 month period for 2012.

3. On implementation of JSC RusHydro’s key performance indicators for the third quarter of 2012.

4. On approval of the annual complex procurement programme of JSC RusHydro for 2013.

5. On amendments and supplements to the Charity and sponsorship programme of the company for 2012.


VOTING RESULTS ON THE AGENDA MATTERS:


Matter 1: Approving the company’s transactions:


1.1. On approval of a contract concluded between JSC RusHydro and Federal State Educational Institution of Higher Vocational Education National Research University MEI (FSEI HVE MEI) being an interested party transaction.

The contract concluded between JSC RusHydro and FSEI HVE MEI is recognized as an interested party transaction pursuant to article 81 of the Federal law “On Joint-Stock Companies” since the members of the Company’s Board of Directors V.V. Tatsy and A. B. Malyshev are simultaneously members of the Supervisory Council of FSEI HVE MEI.

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 the settlement of the transaction.

In connection with the above stated facts, when summing up the voting results on the matter, the votes of V. V. Tatsy and A. B. Malyshev, being members of JSC RusHydro’s Board of Directors and regarded as transaction interested parties, as well as that of E. V. Dod, being Chairman of the Company’s Management Board, being a dependent director in accordance with Article 83 of the Federal Law on Joint-Stock Companies, are not taken into account.


No decision made.



1.2.1. On approval of a Guarantee Agreement concluded between JSC RusHydro and JSC VTB Bank being an interested party transaction.

The contract concluded between JSC RusHydro and JSC VTB Bank is recognized as an interested party transaction pursuant to article 81 of the Federal law “On Joint-Stock Companies” since the company’s major shareholder, the Russian Federation, represented by the Federal Agency for State Property Management (Rosimuschestvo) owns more than 20 per cent of voting shares of both JSC RusHydro and JSC VTB Bank.

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 the settlement of the transaction.

In accordance the above stated facts, when summing up the voting results on the matter, the vote of E. V. Dod, member of JSC RusHydro’s Board of Directors and 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 83 of the Federal Law on Joint-Stock Companies.


No decision made.



1.2.2. On approval of a Guarantee Agreement concluded between JSC RusHydro and JSC VTB Bank being an interested party transaction.

The contract concluded between JSC RusHydro and JSC VTB Bank is recognized as an interested party transaction pursuant to article 81 of the Federal law “On Joint-Stock Companies” since the company’s major shareholder, the Russian Federation, represented by the Federal Agency for State Property Management (Rosimuschestvo) owns more than 20 per cent of voting shares of both JSC RusHydro and JSC VTB Bank.

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 the settlement of the transaction.

In accordance the above stated facts, when summing up the voting results on the matter, the vote of E. V. Dod, member of JSC RusHydro’s Board of Directors and 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 83 of the Federal Law on Joint-Stock Companies.


No decision made.



1.3. On approval of a contract concluded between JSC RusHydro and JSC FGC UES being an interested party transaction:

The contract concluded between JSC RusHydro and JSC FGC UES is recognized as an interested party transaction pursuant to article 81 of the Federal law “On Joint-Stock Companies” since the members of the Company’s Board of Directors B. I. Ayuev, B. Yu. Kovalchuk and A. B. Malyshev and R. R. Sharipov are simultaneously members of the Supervisory Council of JSC FGC UES.

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 the settlement of the transaction.

In connection with the above stated facts, when summing up the voting results on the matter, the votes of B. I. Ayuev, and A. B. Malyshev, R. R. Sharipov, being members of JSC RusHydro’s Board of Directors and regarded as transaction interested parties as well as that of E. V. Dod, being a member of the Board of Directors of JSC RusHydro and simultaneously Chairman of the Company’s Management Board, being a dependent director in accordance with Article 83 of the Federal Law on Joint-Stock Companies, are not taken into account.


No decision made.



1.4. On the company’s transactions in foreign currency.


Decision made to:


1. Approve conclusion of the guarantee agreement between the company and European Bank for Reconstruction and Development (EBRD) (hereinafter referred to as the Guarantee Agreement) under the following essential terms:

Parties to Agreement

Guarantee provider:

JSC RusHydro

Creditor

European Bank for Reconstruction and Development

Subject of Agreement

Guarantee for execution of the obligations of CJSC International Power Corporation (hereinafter referred to as the Borrower) to the Creditor under the credit facility agreement concluded between the Creditor and the Borrower

Principal conditions of the Credit Facility agreement

Credit amount limit

25,000,000 US dollars

Security

Guarantee’s of JSC RusHydro

Interest rate

LIBOR 6 months + margin to the amount of 3.45 per cent per annum

Credit line opening fee

1.5 per cent of the credit amount as maximum

Commitment fee

0.5 per cent of the undrawn credit amount per annum

Credit term:

16 years as maximum

Effective period of the Guarantee Agreement

Until obligations provided for by the Guarantee agreement are duly executed

2. Approve conclusion of the guarantee agreement between the company and Asian Development Bank (hereinafter referred to as the Guarantee Agreement) under the following essential terms:

Parties to Agreement

Guarantee provider:

JSC RusHydro

Creditor

Asian Development Bank

Subject of Agreement

Guarantee for execution of the obligations of CJSC International Power Corporation (hereinafter referred to as the Borrower) to the Creditor under the credit facility agreement concluded between the Creditor and the Borrower

Principal conditions of the Credit Facility agreement

Credit amount limit

25,000,000 US dollars

Security

Guarantee’s of JSC RusHydro

Interest rate

LIBOR 6 months + margin to the amount of 3.45 per cent per year

Credit line opening fee

1.5 per cent of the credit amount as maximum


Commitment fee

0.5 per cent of the undrawn credit amount per annum

Credit term:

16 years as maximum

Effective period of the Guarantee Agreement

Until obligations provided for by the Guarantee agreement are duly executed

Voting results:

“For” – 7 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, E. A. Tugolukov).

“Against” – 0.

“Abstained” – 0.

Decision made.



Matter 2: On intermediate results of fulfillment of the company’s Business plan for 2012 (containing the Investment Programme execution report for 9 months of 2012, which includes the Programme of complex modernization of generating facilities) with due regard to the 9 month period for 2012.


Decision made to:

Approve the report on the intermediate results of the company’s Business plan for 2012 (containing the Investment Programme execution report for 9 months of 2012, which includes the Programme of complex modernization of generating facilities) with due regard to the 9 month period for 2012 (Appendix 1 to the minutes).


Voting results:

“For” – 6 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, E. A. Tugolukov).

“Against” – 0.

“Abstained” – 1 (B. I. Ayuev).

Decision made.



Matter 3: On implementation of JSC RusHydro’s key performance indicators for the third quarter of 2012.


Decision made to:

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


Voting results:

“For” – 7 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, E. A. Tugolukov).

“Against” – 0.

“Abstained” – 0.

Decision made.



Matter 4: On approval of the annual complex procurement programme of JSC RusHydro for 2013.


Decision made to:

Approve the annual complex procurement programme of JSC RusHydro for 2013 (Appendix 3 to the Minutes).


Voting results:

“For” – 7 (B. I. Ayuev, V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, E. A. Tugolukov).

“Against” – 0.

“Abstained” – 0.

Decision made.



Matter 5: On amendments and supplements to the Charity and sponsorship programme of the company for 2012.


Decision made to:

1. Approve financing of Alania FC as part of the Programme of charitable and sponsorship activities of JSC RusHydro for 2012.

2. Approve the charity and sponsorship programme of the company for 2012 as amended (Appendix 4 to the minutes).


Voting results:

“For” – 6 (V. I. Danilov-Danilyan, E. V. Dod, V. M. Zimin, A. B. Malyshev, M. I. Poluboyarinov, E. A. Tugolukov).

“Against” – 0.

“Abstained” – 1 (B. I. Ayuev).

Decision made.







Chairman of the meeting,

Deputy Chairman of the Board of Directors  of JSC RusHydro           V. I. Danilov-Danilyan,


Corporate Secretary                                                                 M. M. Lukyanova 
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