Minutes of 20.02.2013 №175

BOARD OF DIRECTORS MEETING

MINUTES No. 175


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

20 February 2013, 18:00

(Moscow time).

Date of minutes:

20 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. Approval of transactions to be made by the Company.
  2. Recommendations for the Company's extraordinary General Meeting on the item “Approval of the liability and financial risk insurance contract for Directors, Executive Officers and the Company to be made between RusHydro and OSAO Ingosstrakh, which is a non-arm's length transaction”. 
  3. Compliance with the RusHydro Growth Priorities in 2012. 
  4. RusHydro Growth Priorities for 2013.
  5. The 2012 progress report on measures in accordance with the RusHydro Non-core Asset Register.
  6. Finalization of the RusHydro Non-core Asset Register for 2013.
  7. Board members' concurrent service on the governing organs of other organizations.
  8. Execution of the assignment from the RusHydro Board of Directors.
  9. Finalization of the activity plan of the Company's Board of Directors for the first six months of 2013.
  10. Concept for the reorganization of RusHydro project activities.


RESULTS OF THE VOTE ON ITEMS ON THE AGENDA:


Item 1: Approval of transactions to be made by the Company:

1.1. Transactions involving gratuitous conveyance of property.


Resolution:

Approve the Contract for the Transfer of a Hydrometeorological Facility for Use Free of Charge and Provision of Customized Hydrometeorological Information between RusHydro and Amur Regional Centre for Hydrometeorology and Environmental Monitoring Federal Publicly Funded Institution, which provides for gratuitous conveyance of property (property rights) to third parties on the following terms:

Parties to the contract:

Customer: RusHydro;

Contractor: Amur Regional Centre for Hydrometeorology and Environmental Monitoring Federal Publicly Funded Institution.

Description/object of the Contract:

Contractor shall furnish Customer with customized hydrometeorological information in accordance with the Approval Protocol for customized meteo services and contractual price, as well as the Terms of Reference for the provision of customized hydrometeorological information services.

Customer shall make available to Contractor for use free of charge as per appendix 1 to the minutes the movable property meant for the provision of hydrometeorological information to Customer.

Charge for services to be rendered under the Contract

618 979 (Six Hundred and Eighteen Thousand Nine Hundred and Seventy-Nine) roubles and 96 kopecks, inclusive of VAT at 18 % - 94 420 (Ninety-Four Thousand Four Hundred and Twenty) roubles and 68 kopecks.

The (net) book value of Property to be transferred:

4 677 565 (Four Million Six Hundred and Seventy-Seven Thousand Five Hundred and Sixty-Five) roubles and 80 kopecks.

Life of the Contract:

From 01 January 2013 to 31 December 2013.


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 2: Recommendations for the Company's extraordinary General Meeting on the item “Approval of the liability and financial risk insurance contract for Directors, Executive Officers and the Company to be made between RusHydro and OSAO Ingosstrakh, which is a non-arm's length transaction”.


Resolution:

Recommend that the extraordinary General Meeting of the Company adopt the following resolution:

1. Set the price (valuation) of the services under the liability and financial risk insurance contract for Directors, Executive Officers and the Company (hereinafter referred to as the Contract), which is made by and between RusHydro and OSAO Ingosstrakh and which is a non-arm's length transaction, at 78 000,00 (Seventy-Eight Thousand) US dollars at the Bank of Russia exchange rate for the date of payment, VAT exempt.

2. Approve the Liability and Financial Risk Insurance Contract for Directors, Executive Officers and the Company, which is a non-arm's length transaction for Board of Directors members, on the following material terms and conditions:

Parties to the Contract:

Insurant: RusHydro;

Insurer: OSAO Ingosstrakh.

Description/object of the Contract:

Subject to all the provisions of the Insurance Contract, Insurer undertakes, upon the occurrence of any of the insured events specified in the Contract, to pay, pursuant to the Insurance Contract, insurance indemnity (as applicable) to the Insured Person concerned and/or any other person entitled to such indemnity.

Insured Person(s):

- Any individual (including non-residents of the Russian Federation) who during the insurance period is or becomes accordance with insurance contract definitions:

• Executive Officer, Director; or

• spouse or cohabitee of any Insured Person in respect of any Losses related to a Claim in connection [with] any Wrongdoing by such Insured Person; or

• administrator, inheritor, trustee, legal representative, successor to or executor of the deceased, incompetent, insolvent or bankrupt Insured Person in respect of any Losses related to any Claim in connection with any Wrongdoing by such Insured Person;

• employee of the Company, in the course of the employee's exercise of his management or compliance monitoring powers and authority at the Company. For the avoidance of doubt, such staff includes, without limitation, executive and managing directors, chiefs of Departments, Directorates and other business units of the Company, Chief Accountant and his deputies, other persons supervising the Company's staff, as well as any and all persons with powers of attorney to sign contracts and other documents on behalf of the Company;

• named as potential Insured Person in any information on the listing of Securities, prospectus or private offering memorandum or a similar document issued by Insurant.

- and such other persons as may be specified in the Insurance Contract.

– the Company, which is understood in the insurance contract to refer to Insurant and/or any subsidiary of its that meets the insurance contract's definitions of “Subsidiary” (mostly, legal entities in which RusHydro or any RusHydro subsidiary, directly or indirectly through one or more other legal entities held/holds and/or controlled/controls more than 50 % of the charter (joint-stock) capital of such organization).

Beneficiaries:

In respect of damages under Claims filed, Beneficiaries are third parties.

In respect of indemnification expenses, Beneficiaries are the Company's Directors and the Company.

Insurance coverage/insured event:

– An insured event as regards insurance of any Insured Person's liability for any Losses incurred by others is deemed to be the occurrence of all of the following circumstances:

(a) any Insured Person incurs pursuant to the applicable legislation at any time before or during the Insurance Period the duty to reimburse any Losses incurred by others in connection with any Wrongdoing by the Insured Person, and

(b) any Claim is lodged during the Insurance Period against the Insured Person in connection with the Losses of others referred to in s. (a) above.

- An insured event as regards insurance against any Losses of any Insured Person (other than the above-mentioned liability for Losses of others) is deemed to be the Insured Person's incurrence of any Losses in connection with any Claim.

- An insured event as regards insurance against Losses of any company is deemed to be the incurrence by any Company of any expenses in connection with the Company's reimbursement of any Insured Person and/or other person in the interests of any Insured Person for any Losses in connection with any Claim brought against any Insured Person, and/or liability of any Insured Person for any Losses incurred by others.

- An insured event as regards insurance of any Company's liability for any Losses incurred by others is deemed to be the occurrence of all of the following circumstances:

(a) any Company incurs pursuant to the applicable legislation at any time before or during the Insurance Period the duty to reimburse any Losses incurred by others in connection with any Wrongdoing by the Company, and

(b) any Claim involving securities is lodged during the Insurance Period against the Company in connection with the Losses of others referred to in s. (a) above.

- An insured event as regards insurance against any Losses of any Company (other than the above-mentioned liability for Losses of others) is deemed to be the incurrence of any Losses by the Company in connection with any Claim involving securities.

Interest insured:

– as regards insurance of any Insured Person's liability for any Losses incurred by others, the property interests of the Insured Person that are related to the duty to reimburse the others for Losses incurred;

– as regards insurance against any Losses of any Insured Person, the property interests of the Insured Person that are related to the incurrence of any Losses;

– the property interests of any Company that are related to the reimbursement of any Losses by the Company;

– as regards insurance of any Company's liability for any Losses incurred by others, the property interests of the Company that are related to the duty to reimburse the others for Losses incurred;

– as regards insurance against any Losses of any Company, the property interests of the Company that are related to the incurrence of any Losses.

Losses:

means any of what is listed below:

- any losses under art. 71 and art. 84 of the Federal Law of 26 December 1995, No. 208-FZ, “On Joint-Stock Companies” (inclusive of all amendments) and other similar losses; and/or

- any harm (including any losses) under art. 931 of the Civil Code of the Russian Federation (inclusive of all amendments) and other similar harm (including any similar losses); and/or

- any sum of money that any of the Insured is required under any legislation to pay, including, but not limited to, any amounts awarded by the decision of [general jurisdiction] court, arbitrazh court, arbitration tribunal or a similar authority/institution (including interest accrued for periods before and after the date of the decision), any losses (including lost profits, multiple damages, as well as exemplary damages, substantial damages, and punitive damages), expenses, out-of-court settlement costs; and/or

- any expenses and costs covered by the Insurance Contract (including, but not limited to, Indemnification Expenses, Extra Charges, Extradition Costs, Investigation Costs, Anti-prosecution Expenses, Public Relations Expenses, Unforeseen Regulation Expenses); and/or

- any liquidated damages, fines or punitive sanctions likely to be imposed under the law of the Claim; and/or

- any payouts that Insurer is required to make in accordance with any coverage extension provided for in the Insurance Contract.

Wrongdoing:

– In respect of any Insured Person, any of the below:

(a) any actual or alleged/imputed/assumed action, error, omission, carelessness, negligence, non-performance or improper performance of duties, misbehaviour, misrepresentation, false or misleading statement, calumny, defamation, misuse of the powers granted, abuse of power or authority, non-performance/breach of fiduciary or other duties, any Breach of Employment Contract or any other action or omission by any Insured Person acting in the relevant capacity, or any allegation made in respect of any Insured Person exclusively in connection with his mandate to act in the specified capacity; and/or

(b) any actual or alleged/imputed/assumed action or action, inaction, error or omission that causes, contributes to, or results in any violation of the Sarbanes-Oxley Act anywhere in the world; including, but not limited to, any such violation involving:

- activities of the audit committee; or

- requirements of the Sarbanes-Oxley Act for the certification or disclosure of information; or

- GAAP-compliant reporting; or

- bans on conflicts of interest imposed by the Sarbanes-Oxley Act; or

- rights of employees to report violations being committed without any consequences for the informer; and

- in respect of any Company: any actual or alleged/imputed/assumed violation/non-performance of duties/obligations, negligence, carelessness, error, misrepresentation, false or misleading statement, omission or any or any other action or inaction by any company, but exclusively in connection with any Claim involving securities.

Sum insured/limit of liability:

– In the aggregate for all insurance covers and extensions other than extensions for independent directors – 30 000 000,00 (Thirty Million) US dollars.

– Additional sum insured for an independent director – 1 000 000,00 (One Million) US dollars. Aggregate additional sum insured for independent directors – 2 000 000,00 (Two Million) US dollars.

Deductible:

Franchise deductible as regards recovery of the Company's losses if the Company defrays the losses of and Insured Person – 120 000,00 (One Hundred and Twenty Thousand) US dollars.

Franchise deductible as regards the Company's insurance against claims involving securities – 120 000,00 (One Hundred and Twenty Thousand) US dollars.

Contract Price:

78 000,00 (Seventy-Eight Thousand) US dollars at the Bank of Russia exchange rate for the date of payment, VAT exempt.

Coverage period:

From 01.01.2013 to 31.12.2013.

Life of the Contract:

The Contract shall come into effect when signed and survive until 31.12.2013.


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 3: Compliance with the RusHydro Growth Priorities in 2012.


Resolution:

Approve the Progress Report on the RusHydro Growth Priorities in 2012 (appendix 2 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 4: RusHydro Growth Priorities for 2013.


Resolution:

Approve RusHydro Growth Priorities for 2013 (appendix 3 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 5: The 2012 progress report on measures in accordance with the RusHydro Non-core Asset Register.


Resolution:

Approve the 2012 Progress Report on measures as per the Company's Non-core Asset Register (appendix 4 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 6: Finalization of the RusHydro Non-core Asset Register for 2013.


Resolution:

1. Finalize the Company's Non-core Asset Register in a revised version (appendix 5 to the minutes).

2. Authorize the Company's Management Board to put before the Company's Board of Directors the 2013 progress report on measures as per the Company's Non-core Asset Register on or before 28 February 2014.


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 7: Board members' concurrent service on the governing organs of other organizations.


Resolution:

1. Approve concurrent service by Yevgeny Vyacheslavovich Dod, RusHydro Board Chairman, as member of the Board of Trustees and the Board of the Fund of the Involvement Charity Not-for-Profit Organization.

2. Approve concurrent service by Mikhail Alekseyevich Mantrov, Board member and Deputy Chairman of the RusHydro Management Board, as member of the Board of Trustees and the Board of the Fund of the Involvement Charity Not-for-Profit Organization.

3. Approve concurrent service by Rakhmetulla Shamshiyevich Alzhanov, Board member, Deputy Chairman of the RusHydro Management Board and Chief Engineer, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

4. Approve concurrent service by Alexei Viktorovich Maslov, Board member and Deputy Chairman of the RusHydro Management Board, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

5. Approve concurrent service by Dzhorzh Ilyich Rizhinashvili, Board member and Deputy Chairman of the RusHydro Management Board, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

6. Approve concurrent service by Sergei Petrovich Tsoy, Board member and Deputy Chairman of the RusHydro Management Board, as member of the Board of Trustees and the Board of the Fund of the Involvement Charity Not-for-Profit Organization.

7. Approve concurrent service by Sergei Nikolayevich Abrashin, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

8. Approve concurrent service by Konstantin Valeryevich Bessmertny, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

9. Approve concurrent service by Boris Borisovich Bogush, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

10. Approve concurrent service by Sergei Modestovich Voskresensky, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

11. Approve concurrent service by Yuri Vasilyevich Gorbenko, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

12. Approve concurrent service by Yevgeny Yevgenyevich Gorev, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.

13. Approve concurrent service by Stanislav Valeryevich Savin, RusHydro Board member, as member of the Board of Trustees of the Involvement Charity Not-for-Profit Organization.


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 8: Execution of the assignment from the RusHydro Board of Directors.


Resolution:

1. Take under advisement that in compliance with the RusHydro Board of Directors resolution of 23.05.2011 on item No. 8, “Transactions involving gratuitous conveyance of property” (minutes of 26.05.2011, No. 126), RusHydro and LLC Zagorskaya GAES-2 entered into agency contract No. OG-161-38-2012 of 17.04.2012 to take action for the purposes of organizing the performance of design, survey and land-use planning work, construction and start-up of social, cultural and sports facilities in the territory of the Bogorodskoye urban locality, Sergiyev-Posad municipal district, Moscow Oblast (hereinafter referred to as the Agency Contract) worth 920 000 000,00 (Nine Hundred and Twenty Million) roubles.

2. Authorize the Company's Management Board, once a positive finding of government expert review is in place on the design documentation for the social, cultural and sports facilities, to present to the Board of Directors information on the required funding to provide social infrastructure and amenities in the territory of the Bogorodskoye Urban Locality municipal entity for a decision to be made on changing the previously specified funding in the amount of 920 000 000,00 roubles, and on sources of extra funding.


Voting result:

For 6 (Ayuyev, B. I.: Danilov-Danilyan, V. I.; Dod, Ye. V.; Zimin, V. M.; Malyshev, A. B.; Tugolukov, Ye. A.).

Against 0.

Abstain 1 (Poluboyarinov, M.I.).

Resolution carried.



Item 9: Finalization of the activity plan of the Company's Board of Directors for the first six months of 2013.


Resolution:

Finalize the RusHydro Board of Directors' Activity Plan for the first six months of 2013 as per appendix 6 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 10: Concept for the reorganization of RusHydro project activities.


Resolution:

Approve the Concept for the reorganization of RusHydro project activities (appendix 7 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.






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


Corporate secretary                                                                                  M. M. Lukyanova 

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok