Minutes of 20.05.2013 №182

MINUTES No. 182

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting (date and time of summing-up the voting results):

May 20, 2013, 17:00

(Moscow time).

Date of drawing up the Minutes:

May 20, 2013

Form of voting:

absent voting.

Place of vote counting:

7 Malaya Dmitrovka, Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

who participated in the meeting:

B. I. Ayuev,

E. P. Volkov,

I. N. Gubin,

V. I. Danilov-Daniliyan,

E. V. Dod,

V. M. Zimin,

V. V. Kudryaviy,

D. S. Morozov,

D. A. Nozdrachev,

M. I. Poluboyarinov,

V. V. Pivovarov,

V. M. Stolyarenko.

According to the Federal Law On Joint-Stock Companies and the Company's Articles of Association, the quorum for the Board of Directors meeting is present.


MEETING'S AGENDA:


  1. On election of the Deputy Chairman of the Company's Board of Directors.
  2. On approval of the agenda of the Annual General Meeting of the Company’s Shareholders.
  3. On pre-approval of the Company's Annual Report for 2012.
  4. On examination of annual financial statements, including profit and loss statement of the Company for 2012.
  5. On recommendations to the General Meeting of Shareholders concerning Allocation of profits and losses (including payment (declaration) of dividends) of the Company based on the results of 2012 financial year.
  6. On recommendations regarding the candidature of the Company's Auditor.
  7. On determination of the amount of payment for the services of the Company's Auditor.
  8. On recommendations to the General Meeting of the Company’s Shareholders concerning: Payment of remuneration to the members of the Company's Board of Directors.
  9. On recommendations to the General Meeting of the Company’s Shareholders concerning: Approval of amended Articles of Association of the Company.
  10. On recommendations to the General Meeting of Shareholders of the Company concerning Approval of amended Regulations for Calling and Holding of the General Meeting of the Company’s Shareholders.
  11. On determination of price (monetary value) of property (property rights and liabilities) acquired and alienated by the Company under transaction(s) of interest.
  12. On recommendations to the General Meeting of Shareholders of the Company concerning approval of transactions of interest entered into by and between JSC RusHydro and SC “Vneshekonombank”.
  13. On issues related to calling, preparation and holding of the Annual General Meeting of the Company’s Shareholders.


VOTING RESULTS ON THE AGENDA ITEMS:


Item 1: On election of the Deputy Chairman of the Company's Board of Directors.


Resolution:

1. To elect Viktor Ivanovich Danilov-Daniliyan as Deputy Chairman of the Board of Directors of JSC RusHydro.

2. According to cl. 2.5 of the Regulations for Calling and Holding of JSC RusHydro Board of Directors Meetings, to determine that V. I. Danilov-Daniliyan shall act as chairman at the Company's Board of Directors Meetings until Chairman of the Board of Directors is elected.


Voting results:

“For” – 12 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. S. Morozov, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 2: On approval of the agenda of the Annual General Meeting of the Company's Shareholders.


Resolution:

To approve the agenda of the Annual General Meeting of Shareholders held at year-end 2012:

1. On approval of annual report for 2012, annual financial statements, including profit and loss statement of the Company.

2. On allocation of profits and losses (including payment (declaration) of dividends) of the Company based on the results of 2012 financial year.

3. On election of members of the Company's Board of Directors.

4. On election of members of the Company's Audit Committee.

5. On approval of the Company's auditor.

6. On payment of remuneration to the members of the Company's Board of Directors.

7. On approval of restated Articles of Association of the Company.

8. On approval of restated Regulations for Calling and Holding of the General Meeting of the Company's Shareholders.

9. On approval of transactions of interest.


Voting results:

“For” – 12 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. S. Morozov, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 3: On pre-approval of the Company's Annual Report for 2012.


Resolution:

To pre-approve the Company's Annual Report for 2012 (Exhibit 1 to the Minutes) and to submit it for approval to the Annual General Meeting of the Company's Shareholders.


Voting results:

“For” – 11 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 1 (D. S. Morozov).

The resolution has been adopted.



Item 4: On examination of annual financial statements, including profit and loss statement of the Company for 2012.


Resolution:

To pre-approve annual financial statements of the Company, including income statement (profit and loss statement) for 2012 (Exhibit 2 to the Minutes) and to submit it for approval to the Annual General Meeting of the Company's Shareholders.


Voting results:

“For” – 11 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 1 (D. S. Morozov).

The resolution has been adopted.



Item 5: On recommendations to the General Meeting of Shareholders concerning Allocation of profits and losses (including payment (declaration) of dividends) of the Company based on the results of 2012 financial year.


Resolution:

1. To pre-approve and recommend to the Annual General Meeting of the Company’s Shareholders for approval the following allocation of profits (losses) of the Company based on the results of 2012:


(Russian rubles)

Unallocated profit (loss) of the reporting period

14,702,294,636.95

To allocate to: Reserve fund

735,114,731.85

Accumulation fund (including payment of remuneration to the members of the Board of Directors and financing of Endowment Fund of the Skolkovo Institute of Science and Technology)

10,291,606,695.37

Dividends

3,675,573,209.73

Repayment of losses of previous years

0.00

2. To recommend to the Annual General Meeting of the Company’s Shareholders to adopt the following resolution:

To pay dividends on ordinary shares of the Company according to the results of 2012 in the amount of 0.00955606 Russian rubles per one share.


Voting results:

“For” – 12 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. S. Morozov, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 6: On recommendations regarding the candidature of the Company's Auditor.


Resolution:

To recommend to the Annual General Meeting of the Company’s Shareholders held at year-end 2012 to approve candidature of PricewaterhouseCoopers Audit Closed Joint-Stock Company (PSRN 1027700148431) as auditor of JSC RusHydro.


Voting results:

“For” – 11 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 1 (D. S. Morozov).

The resolution has been adopted.



Item 7: On determination of the amount of payment for the services of the Company's Auditor.


Resolution:

1. To determine the amount of payment for the Company's Auditor services of audit of JSC RusHydro statements according to the Russian Accounting Standards for 2013 as fifteen million (15,000,000) Russian rubles including VAT of two million two hundred eighty-eight thousand one hundred thirty-five (2,288,135) Russian rubles and 59 kopecks.

2. To determine the amount of payment for the Company's Auditor services of reviewing condensed consolidated interim financial statements prepared in accordance with the IFRS for six months ending on June 30, 2013 and of audit of consolidated financial statements prepared in accordance with the IFRS for 2013 as one hundred twenty-one million sixty eight thousands (121,068,000) Russian rubles including VAT of eighteen million four hundred sixty-eight thousand (18,468,000) Russian rubles.


Voting results:

“For” – 11 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 1 (D. S. Morozov).

The resolution has been adopted.



Item 8: On recommendations to the General Meeting of the Company’s Shareholders concerning: Payment of remuneration to the members of the Company's Board of Directors.


Resolution:

To recommend to the Annual General Meeting of the Company’s Shareholders to adopt the following resolution:

To pay remuneration to the members of JSC RusHydro Board of Directors according to results of their work with the Board of Directors for the period from June 29, 2012 till April 18, 2013 and for the period from April 19, 2013 till June 28, 2013 in the amount and manner stipulated by the Regulation for Payment of Remuneration to Members of JSC RusHydro Board of Directors.


Voting results:

“For” – 11 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

”Abstain” – 1 (D. S. Morozov).

The resolution has been adopted.



Item 9: On recommendations to the General Meeting of the Company’s Shareholders concerning: Approval of restated Articles of Association of the Company.


Resolution:

To recommend to the General Meeting of the Company’s Shareholders to approve restated Articles of Association of Open Joint-Stock Company “Federal Hydro-Generating Company – RusHydro” (Exhibit 3 to the Minutes).


Voting results:

“For” – 12 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. S. Morozov, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 10: On recommendations to the General Meeting of the Company’s Shareholders concerning: Approval of restated Regulations for Calling and Holding of the Company's General Meeting of the Company’s Shareholders.


Resolution:

To recommend to the General Meeting of the Company’s Shareholders to approve restated Regulations for Calling and Holding of the JSC RusHydro General Meeting of Shareholders (Exhibit 4 to the Minutes).


Voting results:

“For” – 12 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. S. Morozov, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.



Item 11: On determination of price (monetary value) of property (property rights and liabilities) acquired and alienated by the Company under transaction(s) of interest.


Resolution:

1. To determine that price of the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 as revised by Addendum No. 1 dated August 22, 2011 thereto, being transaction of interest, shall not change due to the conclusion of Addendum No. 2 to the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro.

2. To determine that price of the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 as revised by Addendum No. 1 dated August 22, 2011 thereto, being transaction of interest, shall not change due to the conclusion of Addendum No. 1 to the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro.

3. To determine that price of the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010, being transaction of interest, shall not change due to the conclusion of Addendum No. 1 to the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro;

4. To determine that price of the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 as revised by Addendum No. 1 dated August 22, 2011 thereto, being transaction of interest, shall not change due to the conclusion of Addendum No. 1 to the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro.


Voting results:

“For” – 9 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 1 (D. S. Morozov).

Pursuant to art. 77 of the Federal Law On Joint-Stock Companies, resolution on this item shall be adopted by the Company's Board of Directors by majority of votes of independent directors not interested in the transaction.

During vote counting for this item, votes of the following persons are not counted: E. V. Dod, member of JSC RusHydro Board of Directors, at the same time being Chairman of JSC RusHydro Board and deemed as dependent director pursuant to art. 83 of the Federal Law On Joint-Stock Companies, and M. I. Poluboyarinov, member of the JSC RusHydro Board of Directors, at the same time being member of the Board and First Deputy Chairman of SC “Vneshekonombank” deemed as interested party pursuant to art. 81 of the Federal Law On Joint-Stock Companies.

The resolution has been adopted.



Item 12: On recommendations to the General Meeting of the Company’s Shareholders concerning approval of transactions of interest entered into by and between JSC RusHydro and SC “Vneshekonombank”.


Resolution:

1. To recommend to the Annual General Meeting of the Company’s Shareholders to approve Addendum No. 2 to the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 (hereinafter referred to as the “Addendum”) as interconnected transaction of interest on the following material terms:

Parties to the Addendum:

The Pledgee shall be State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)”;

The Pledger shall be JSC RusHydro;

Subject matter of the Addendum:

Amendment of material terms of the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 – amendment of the main parameters of obligations secured by the pledge;

Price of the Addendum:

Price of the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 as revised by Addendum No. 1 dated August 22, 2011 thereto, being transaction of interest, shall not change due to the conclusion of Addendum No. 2 to the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro;

Amendment of the main parameters of obligations secured by the pledge:

Obligations of Boguchanskaya HPP OJSC under the Credit Agreement No. 110100/1168 dated December 01, 2010 entered into by and between Boguchanskaya HPP OJSC and SC “Vnesheconombank”:

Credit drawdown date under the Credit Agreement No. 110100/1168 dated December 01, 2010 is December 31, 2013 (inclusively);

Other material terms of the Share Pledge Agreement No. 110200/1168-ДЗА-РГ dated December 27, 2010 shall remain unamended.

2. To recommend to the Annual General Meeting of the Company’s Shareholders to approve Addendum No. 1 to the Secondary Share Pledge Agreement No. 110200/1168-ДПЗА-РГ dated August 22, 2011 (hereinafter referred to as the “Addendum”) as interconnected transaction of interest on the following material terms:

Parties to the Addendum:

The Pledgee shall be State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)”;

The Pledger shall be JSC RusHydro;

Subject matter of the Addendum:

Amendment of material terms of the Secondary Share Pledge Agreement No. 110200/1168-ДПЗА-РГ dated August 22, 2011 – amendment of the main parameters of obligations secured by the pledge;

Price of the Addendum:

Price of the Secondary Share Pledge Agreement No. 110200/1168-ДПЗА-РГ dated August 22, 2011, being transaction of interest, shall not change due to the conclusion of Addendum No. 1 to the Secondary Share Pledge Agreement No. 110200/1168-ДПЗА-РГ dated August 22, 2011 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro;

Amendment of the main parameters of obligations secured by the pledge:

Obligations of Boguchanskaya HPP OJSC under the Credit Agreement No. 110100/1168 dated December 01, 2010 entered into between Boguchanskaya HPP OJSC and SC “Vnesheconombank”:

Credit drawdown date under the Credit Agreement No. 110100/1168 dated December 01, 2010 is December 31, 2013 (inclusively);

Other material terms of the Secondary Share Pledge Agreement No. 110200/1168-ДПЗА-РГ dated August 22, 2011 shall remain unamended.

1.3. To recommend to the Annual General Meeting of the Company’s Shareholders to approve Addendum No. 1 to the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 (hereinafter the “Addendum”) as interconnected transaction of interest on the following material terms:

Parties to the Addendum:

The Pledgee shall be State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)”;

The Pledger shall be JSC RusHydro;

Subject matter of the Addendum:

Amendment of material terms of the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 – amendment of the main parameters of obligations secured by the pledge;

Price of the Addendum:

Price of the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010, being transaction of interest, shall not change due to the conclusion of Addendum No. 1 to the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 and according to the decision of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro;

Amendment of the main parameters of obligations secured by the pledge:

Obligations of BoAZ CJSC under the Credit Agreement No. 110100/1168 dated December 01, 2010 (hereinafter referred to as the “Agreement”) entered into by and between BoAZ CJSC and SC “Vnesheconombank” (the Bank)


Credit amount (limit of financing)

US dollars equivalent for 47,196,000,000.00 Russian rubles, including US dollars equivalent for 21,910,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement and US dollars equivalent for 25,286,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement, including:

- Part of the credit in the amount equal to US dollars equivalent for 34,960,000,000.00 Russian rubles consisting of: (a) US dollars equivalent for 12,800,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement and (b) US dollars equivalent for 22,160,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement (hereinafter – Sublimit 1) for financing of BoAZ CJSC (the Borrower) expenses, specified in the Capital Investment Budget for construction of the first phase of Boguchanskiy Aluminum Plant with a capacity of 298 KT (the Project), and payment of the Borrower's expenses under the contract entered into by and between the Bank, the Borrower and the Supervisory Company.

- Part of the credit in the amount equal to US dollars equivalent for 450,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement (hereinafter – Sublimit 2) for payment of the Borrower's expenses for construction of the fire safety station and outdoor water supply networks.

- Part of the credit in the amount equal to US dollars equivalent for 2,595,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement (hereinafter – Sublimit 3) for payment of the Borrower's expenses for construction of the housing community for employees.

- Part of the credit in the amount equal to US dollars equivalent for 2,065,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement (hereinafter – Sublimit 4) for payment of the Borrower's expenses for construction of the rail infrastructure.

- Part of the credit in the amount equal to US dollars equivalent for 4,862,000,000.00 Russian rubles consisting of: (a) US dollars equivalent for 4,000,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement and (b) US dollars equivalent for 862,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement (hereinafter – Sublimit 5) for the Borrower to pay the credit facility interest and commission fees.

- Part of the credit in the amount equal to US dollars equivalent for 2,264,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement (hereinafter – Sublimit 6) for working capital financing as part of the Project Working Capital Budget.

Credit term

The credit shall be extended by the Bank within sixty one (61) months from the effective date of the Agreement.

Interest rate

For the period from signing the Agreement until signing Addendum No. 3 to the Agreement, interest rate shall be ten (10) percent per annum. After signing of Addendum No. 3 to the Agreement, interest rate shall be fixed as eight point seventy seven (8.77) percent per annum.

In case of availability of a special-purpose source of credit deal funding and receipt of written confirmation from the creditor, the interest rate shall be LIBOR for three (3) months + seven point five (7.5) percent per annum, where LIBOR for the purposes of the Agreement shall mean the rate offered for deposit in US dollars for 3 months specified at LIBOR01 page of REUTERS information system at 11:00 a.m. (London time) as of the date, which is two (2) working days before the starting date of each interest period.

Credit repayment schedule

According to Exhibit 5 to the Minutes.

Miscellaneous

In the event of a failure by the Borrower to fulfill its obligations specified in clauses 6.1.1, 6.1.6.–6.1.35 of Article 6 of the Agreement as well as of obligations specified in clauses 6.1.36.–6.1.55. and failure to remedy these defaults within ten (10) working days from the date of the Bank's written notice, the Borrower shall pay penalty in the amount of point three hundredths (0.03) percent of the credit amount for each day of non-fulfillment of the said obligation (if such penalty is applicable to the Borrower's obligations). If such penalty is not applicable to the Borrower for non-fulfillment of the obligations specified in clauses 6.1.1, 6.1.6–6.1.35 of Article 6 of the Agreement as well as of obligations specified in clauses 6.1.36.–6.1.55., the Borrower shall pay penalty in the amount of fifteen thousand (15,000) US dollars (for each case of such default).

Other material terms of the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 shall remain unamended.

1.4. To recommend to the Annual General Meeting of the Company’s Shareholders to approve Addendum No. 1 to the Secondary Share Pledge Agreement No. 110200/1167-ДПЗА-РГ dated August 22, 2011 (hereinafter referred to as the “Addendum”) as interconnected transaction of interest on the following material terms:

Parties to the Addendum:

The Pledgee shall be State Corporation “Bank for Development and Foreign Economic Affairs (Vnesheconombank)”;

The Pledger shall be JSC RusHydro;

Subject matter of the Addendum:

Amendment of material terms of the Secondary Share Pledge Agreement No. 110200/1167-ДПЗА-РГ dated August 22, 2011 – amendment of the main parameters of obligations secured by the pledge;

Price of the Addendum:

Price of the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 as revised by Addendum No. 1 dated August 22, 2011 thereto, being transaction of interest, shall not change due to the conclusion of Addendum No. 1 to the Share Pledge Agreement No. 110200/1167-ДЗА-РГ dated December 27, 2010 and according to the resolution of extraordinary General Meeting of Shareholders of JSC RusHydro (Minutes No. 6 dated October 27, 2010) shall be seven thousand (7,000) Russian rubles, thus (taking in account interrelated transactions of interest) exceeding 2 percent of balance sheet assets of JSC RusHydro.

Amendment of the main parameters of obligations secured by the pledge:

Obligations of BoAZ CJSC under the Credit Agreement No. 110100/1168 dated December 01, 2010 (hereinafter referred to as the “Agreement”) entered into by and between BoAZ CJSC and SC “Vnesheconombank” (the Bank)


Credit amount (limit of financing)

US dollars equivalent for 47,196,000,000.00 Russian rubles, including US dollars equivalent for 21,910,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement and US dollars equivalent for 25,286,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement, including:

- Part of the credit in the amount equal to US dollars equivalent for 34,960,000,000.00 Russian rubles consisting of: (a) US dollars equivalent for 12,800,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement and (b) US dollars equivalent for 22,160,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement (hereinafter – Sublimit 1) for financing of BoAZ CJSC (the Borrower) expenses, specified in the Capital Investment Budget for construction of the first phase of Boguchanskiy Aluminum Plant with a capacity of 298 KT (the Project) and payment of the Borrower's expenses under the contract entered into by and between the Bank, the Borrower and the Supervisory Company.

- Part of the credit in the amount equal to US dollars equivalent for 450,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement (hereinafter – Sublimit 2) for payment of the Borrower's expenses for construction of the fire safety station and outdoor water supply networks.

- Part of the credit in the amount equal to US dollars equivalent for 2,595,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement (hereinafter – Sublimit 3) for payment of the Borrower's expenses for construction of the housing community for employees.

- Part of the credit in the amount equal to US dollars equivalent for 2,065,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement (hereinafter – Sublimit 4) for payment of the Borrower's expenses for construction of the rail infrastructure.

- Part of the credit in the amount equal to US dollars equivalent for 4,862,000,000.00 Russian rubles consisting of: (a) US dollars equivalent for 4,000,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing the Agreement and (b) US dollars equivalent for 862,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement (hereinafter – Sublimit 5) for the Borrower to pay the credit facility interest and commission fees.

- Part of the credit in the amount equal to US dollars equivalent for 2,264,000,000.00 Russian rubles at the rate of the Central Bank of Russia as of the date of signing Addendum No. 3 to the Agreement (hereinafter – Sublimit 6) for working capital financing as part of the Project Working Capital Budget.

Credit term

The credit shall be extended by the Bank within sixty one (61) months from the effective date of the Agreement.

Interest rate

For the period from signing the Agreement until signing Addendum No. 3 to the Agreement, interest rate shall be ten (10) percent per annum. After signing of Addendum No. 3 to the Agreement, interest rate shall be fixed as eight point seventy seven (8.77) percent per annum.

In case of availability of a special-purpose source of credit deal funding and receipt of written confirmation from the creditor, the interest rate shall be LIBOR for three (3) months + seven point five (7.5) percent per annum, where LIBOR for the purposes of the Agreement shall mean the rate offered for deposit in US dollars for 3 months specified at LIBOR01 page of REUTERS information system at 11:00 a.m. (London time) as of the date, which is two (2) working days before the starting date of each interest period.

Credit repayment schedule

According to Exhibit 5 to the Minutes.

Miscellaneous

In the event of failure by the Borrower to fulfill its obligations specified in clauses 6.1.1, 6.1.6.–6.1.35 of Article 6 of the Agreement as well as of obligations specified in clauses 6.1.36.–6.1.55. and failure to remedy these defaults within ten (10) working days from the date of the Bank's written notice, the Borrower shall pay penalty in the amount of point three hundredths (0.03) percent of the credit amount for each day of non-fulfillment of the said obligation (if such penalty is applicable to the Borrower's obligations). If such penalty is not applicable to the Borrower for non-fulfillment of obligations specified in clauses 6.1.1, 6.1.6–6.1.35 of Article 6 of the Agreement as well as of the obligations specified in clauses 6.1.36.–6.1.55., the Borrower shall pay penalty in the amount of fifteen thousand (15,000) US dollars (for each case of such default).

Other material terms of the Secondary Share Pledge Agreement No. 110200/1167-ДПЗА-РГ dated August 22, 2011 shall remain unamended.


Voting results:

“For” – 11 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 1 (D. S. Morozov).

The resolution has been adopted.



Item 13: On issues related to calling, preparation and holding of the Annual General Meeting of the Company’s Shareholders.


Resolution:

1. To call the Annual General Meeting of Shareholders of JSC RusHydro (hereinafter – the Company) in a form of a meeting (joint presence) (hereinafter – the General Meeting of Shareholders, the Meeting). To approve the date of the Annual General Meeting of Shareholders of the Company (hereinafter – the Company) – June 28, 2013.

2. To determine time of the Meeting as 12:00 (local time).

3. To determine starting time of registration of participants of the Meeting as 10:00 (local time).

4. To determine place of holding the Meeting as Russian Federation, Krasnoyarsk Krai, Krasnoyarsk, Mira Avenue, 2b.

5. To determine date of compilation of a list of persons entitled to participate in the Meeting as May 23, 2013.

6. To determine that information (materials) to be presented to the persons entitled to participate in the Meeting is as follows:

Annual report of the Company for 2012

Annual accounting statements for 2012, including the auditor's report; the Audit Committee's report

Appraisal of the auditor's report for financial (accounting) statements of the Company for 2012 prepared by the Audit Committee attached to the Company's Board of Directors

The Board of Directors recommendations for allocation of profits and losses of the Company for 2012 financial year

The Board of Directors recommendations for the dividend rate on the shares of the Company and the manner of its payment

Resolution of the Company's Board of Directors on determination of price for transactions of interest

Recommendations of the Company's Board of Directors on approval of transactions of interest

Data on candidates to the Board of Directors of the Company

Data on candidates to the Audit Commission of the Company

Information regarding the presence or absence of the written consent of candidates nominated to be elected at the Board of Directors, the Audit Committee

Data on the candidature to the Company's Auditor position

The Company's Articles of Association and registered amendments thereto

Amended draft of the Company’s Articles of Association

Regulation on payment of remuneration to the members of the Company's Board of Directors

Regulations for Calling and Holding the General Meeting of the Company's Shareholders

Amended draft of the Regulations for Calling and Holding the General Meeting of the Company's Shareholders

Draft decisions of the Meeting on the agenda items.

7. To determine that persons entitled to participate in the Meeting may familiarize themselves with information (materials) for the Meeting at the location of the Meeting (on the date of the Meeting) and within 30 days prior to the date of the Meeting at the following addresses:

- 7 Malaya Dmitrovka St., Moscow (on weekdays from 10:00 till 18:00 local time), tel. +7 (495) 122-05-55, +7 (800) 333-80-00 ext. 1821; 1199

- 18 Stromynka Str., 18, POB 13, Moscow, Registrar R.O.S.T. OJSC. (on weekdays from 10:00 till 18:00 local time), tel. (495) 771-73-36

- 51 Respubliki Str., Krasnoyarsk, (on weekdays from 10:00 till 18:00 local time), tel. +7 (923) 337-59-40, +7 (913) 031-71-04

and at the Company's web-site: www.rushydro.ru.

8. To approve the form and text of the notice about the Meeting (Exhibit 6 to the Minutes).

9. To publish the notice about the Meeting in the Rossiyskaya Gazeta newspaper and post it at the Company's web site in the Internet: www.rushydro.ru at least 30 days prior to the date of the Meeting.

10. Due to refusal of E. B. Titova to be elected to the Company's audit committee, pursuant to cl. 5.9 of art. 5 of Regulations for Calling and Holding the General Meeting of the Company's Shareholders to exclude E. B. Titova from the list of candidates for voting at the Annual General Meeting of Shareholders of the Company at year-end 2012 for elections to the Audit Committee of the Company, approved by the resolution of the Company's Board of Directors dated April 05, 2013.

11. Pursuant to cl. 7 of art. 53 of Federal Law No. 208-FZ dated December 26, 1995 On Joint-Stock Companies and cl. 11.7 of art. 11 of the Company's Articles of Association, to include Maria Gennadievna Tikhonova, secretary of inter-departmental commission for effectiveness analysis of fuel and energy industry companies activity, to the list of candidates for voting at the Annual General Meeting of Shareholders of the Company at year-end 2012 for elections to the Audit Committee of the Company.

12. To approve the form and text of the voting ballots at the Annual General Meeting of Shareholders of the Company (Exhibit 7 to the Minutes).

13. To determine that ballots for voting on the Meeting's agenda items shall be sent by registered mail or be delivered against signature to each person specified in the list of persons entitled to participate in the Meeting, not later than June 7, 2013 (inclusively).

14. To determine that during counting for quorum and summing-up of the voting results it is necessary to count votes presented by voting ballots received at the address specified in cl. 15 of this resolution not later than 2 days prior to the date of the Annual General Meeting of Shareholders, namely not later than June 25, 2013 (inclusively).

15. To determine that the completed voting ballots may be sent at the following postal address:

- 18 Stromynka Str., POB 9, Moscow, 107996, Registrar R.O.S.T. OJSC.

16. To elect Maksim Valentinovich Zavalko, Head of Corporate Governance Department of JSC RusHydro, as the Meeting Secretary.


Voting results:

“For” – 12 (B. I. Ayuev, E. P. Volkov, I. N. Gubin, V. I. Danilov-Daniliyan, E. V. Dod, V. M. Zimin, V. V. Kudryaviy, D. S. Morozov, D. A. Nozdrachev, M. I. Poluboyarinov, V. V. Pivovarov, V. M. Stolyarenko).

“Against” – 0.

“Abstain” – 0.

The resolution has been adopted.







Chairman of the Meeting                             V. I. Danilov-Daniliyan


Company Secretary                                    M. M. Lukiyanova

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