Minutes of 01.02.2013 №172

BOARD OF DIRECTORS MEETING

MINUTES No. 172


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

1 February 2013, 17:00

(Moscow time).

Date of minutes:

1 February 2013.

Format:

voting by correspondence.

Place of vote counting:

RusHydro

7, Malaya Dmitrovka St., Moscow 

Number of elected members of the Board of Directors:

13.

Members of the Board of Directors in attendance at the meeting:

Ayuyev, B. I.;

Danilov-Danilyan, V. I.;

Dod, Ye. V.;

Zimin, V. M.;

Malyshev, A. B.;

Poluboyarinov, M. I.;

Tugolukov, Ye. A.

In accordance with the Federal Law on Joint-Stock Companies and the Company's Charter, a quorum for a meeting of the Board of Directors is present.


AGENDA FOR THE MEETING:


  1. Implementation of resolutions of the Board of Directors. 
  2. Arrangements for the selection of valuers and/or nomination of valuer(s) to value shares, property and other assets of the Company.
  3. Formulation of the position of the Company (the Company's spokespeople) on items on the agendas for meetings of the boards of directors and general meetings of the Company's subsidiary and associate companies (SAC).


RESULTS OF THE VOTE ON ITEMS ON THE AGENDA:


Item No. 1. Implementation of resolutions of the Board of Directors.


Resolution:

  1. Take under advisement the progress report on the assignment from the Company's Board of Directors (item 2 of the minutes of 23.11.2012, No. 166).
  2. Take under advisement the progress report on assignments from the Company's Board of Directors (items 1.2 and 2 of the minutes of 10.12.2012, No. 169) in compliance with item 4 of the Russian Federation Presidential Decree of 22 November 2012, No. 1564 (appendix 1 to the minutes). 

Voting result:

For 7 (Ayuyev, B. I.; Danilov-Danilyan, V. I.; Dod, Ye. V.; Zimin, V. M.; Malyshev, A. B.; Poluboyarinov, M. I.; Tugolukov, Ye. A.).

Against 0.

Abstain 0.

Resolution carried.



Item No. 2. Arrangements for the selection of valuers and/or nomination of valuer(s) to value shares, property and other assets of the Company.


Resolution:

  1. Revoke the Procedure for the identification (protocol for the selection (accreditation) of valuers to value shares, property and other assets of RusHydro, as well as third parties where the contract with the valuer is made on behalf of RusHydro (hereinafter referred to as the Selection (Accreditation) Protocol), enacted by RusHydro Board of Directors resolution 16.11.2010 (minutes of 19.11.2010, No. 111).
  2. Establish that the selection of valuers and/or nomination of valuer(s) to value shares, property and other assets of the Company where provided by the Federal Law on Joint-Stock Companies, the Company's Charter, and certain resolutions of the Company's Board of Directors, as well as in other circumstances shall be made in the manner prescribed by the laws of the Russian Federation and the RusHydro Procurement Policy.

Voting result:

For 7 (Ayuyev, B. I.; Danilov-Danilyan, V. I.; Dod, Ye. V.; Zimin, V. M.; Malyshev, A. B.; Poluboyarinov, M. I.; Tugolukov, Ye. A.).

Against 0.

Abstain 0.

Resolution carried.



Item No. 3. Formulation of the position of the Company (the Company's spokespeople) on items on the agendas for meetings of the boards of directors and general meetings of the Company's subsidiary and associate companies (SAC):


3.1. Approval of a major transaction to alienate property that constitutes fixed assets that are used for the purpose of generating electric power delivered by OJSC Dagestan Mini HEPSs (Hydro-Electric Power Stations).


Resolution:

Authorize RusHydro representatives on the governing boards of OJSC Dagestan Mini HEPSs to vote "FOR" the following resolution:

Approve the Purchase Contract for the asset package of the Amsar, Arakul and Shinaz mini HEPSs, plus movables, as a major transaction, on the following material terms:

Parties:

Seller: Dagestan Mini HEPSs;

Buyer: RusHydro.

Scope:

Seller undertakes to deliver to Buyer, and Buyer undertakes to accept and pay for, the asset package of the Amsar, Arakul and Shinaz mini HEPSs, plus movables (hereinafter referred to as the Property) as per the list in appendix No. 1 hereto.

Price of Property:

The charge for the Property is 175 872 274,00 (one hundred and seventy-five million eight hundred and seventy-two thousand two hundred and seventy-four) rbl., inclusive of 18% VAT of 26 827 974,00 (Twenty-Six Million Eight Hundred and Twenty-Seven Thousand Nine Hundred and Seventy-Four) roubles.

Other conditions:

Payment to be made:

In cash in the currency of the Russian Federation and/or promissory notes of OJSC Ulyanovskenergo at the face value.


Voting result:

For 6 (Ayuyev, B. I.; Dod, Ye. V.; Zimin, V. M.; Malyshev, A. B.; Poluboyarinov, M. I.; Tugolukov, Ye. A.).

Against 0.

Abstain 1 (Danilov-Danilyan, V. I.).

Resolution carried.






Chair of the meeting, Deputy Chairman of the Board of Directors                          V. I. Danilov-Danilyan


Corporate secretary                                                                                        M. M. Lukyanova 

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