Minutes of 13.11.2013 №189

MINUTES NO. 189

OF THE MEETING OF THE BOARD OF DIRECTORS

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

November 13, 2013, 17 hours 00 minutes

(Moscow time)

Minutes date:

November 13, 2013

Holding form:

Absentee vote

Place of the vote count:

JSC RusHydro

51 Malaya Dmitrovka St., Moscow

Number of elected members of the Board of Directors:

13 individuals

Members of the Board of Directors

who participated in the Meeting:



B. I. Ayuev,


Dr. K.A. Berndt,


A. E. Bugrov,


M. S. Bystrov,


V. I. Danilov-Danilyan,


E. V. Dod


V. M. Zimin,


S. N. Ivanov,


D. S. Morozov,

V. V. Pivovarov,


M. I. Poluboyarinov,


V. M. Stolyarenko,

S. V. Shishin.

According to the Federal Law On Joint-Stock Companies and the Company's Articles of Association, the quorum for the Meeting of the Board of Directors has been established.

AGENDA OF THE MEETING

  1. Amendments to the list of non-core assets of RusHydro.
  2. Approval of secondary employment of members of RusHydro’s management board in governing bodies of other organizations.
  3. Approval of the Company’s transactions.
  4. Assessment of execution of the Board of Directors’ commissions.
  5. Amendments to RusHydro’s business-plan for 2013-2017 with regard to the Company’s investment program for 2013.

VOTING RESULTS REGARDING AGENDA ITEMS


Item No. 1: On amendments to the list of non-core assets of the Company


Resolution:


Amend the list of Non-Core Assets of the Company, approved by the Resolution of the Board of Directors of the Company of February 20, 2013 (Minutes No.175 of February 20, 2013), (Annex No. 1 to the Minutes).


Voting results:

"For" – 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod,V. N. Zimin, S. N. Ivanov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 1 (D. S. Morozov).

Resolution adopted.


Item No. 2:On secondary employment of members of RusHydro’s management board in governing bodies of other organizations


Resolution:

  1. Approve combining positions by Mikhail Alekseyevich Mantrov, Board Member, Deputy Chairman of the Board of JSC RusHydro, with position of a member of the Board of Directors of LLC VolgaHydro.
  2. Approvecombining positions by Vladimir Alekseyevich Pekhtin, Board Member, Deputy Chairman of the Board of JSC RusHydro with the following positions:
    • Chairman of the Supervisory Board of Non-Profit Partnership Hydropowerof Russia;
    • President of Non-Profit Partnership – National Union of Self-Regulatory Organizations in Energy Research.
  3. Approvecombining positions by Boris Borisovich Bogush, Board Member and Chief Engineering Officer of JSC RusHydro,with position of a member of the Board of Directors of LLC VolgaHydro.

Voting results:

"For" – 13 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod,V. N. Zimin, S. N. Ivanov, S. N. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


Item No. 3: On Approval of Transactions, executed by the Company:


3.1. On Execution of the Company’s Transactions denominatedin Foreign Currency


Resolution:


Approve the loan agreement (hereinafter referred to as the “Loan Agreement”), secured by the export credit agency Oesterreichische Kontrollbank Aktiengesellschaft (hereinafter referred to as “OeKB”) on the following material terms:

Parties to the Agreement


the Borrower

JSC RusHydro

the Lenders

1) ING Bank, a branch of ING-DiBa AG,

2) Credit Agricole Corporate and Investment Bank, acting as the Agent in terms of loan service.

Subject of the Agreement

The Lenders shall provide the Borrower with funds in the amount of two hundred million (200,000,000.00) euro (hereinafter referred to as the “Amount of the Loan”) on terms, stipulated in the Loan Agreement, and the Borrower shall return the funds and pay interest for their use.

Period of the loan

No more than 17 years from the date of execution of the Facility Agreement

Purpose of loan raising

Financing of the import component of the delivery under the Supplementary Agreement No. 2 dated June 14, 2012 and Supplementary Agreement No. 3 dated July 8, 2013 to Agreement No. SR-0-177-2011 (СР-0-177-2011) for modernization of hydroturbines at the branch of JSC RusHydro – Saratovskaya HPP dated June 17, 2011, executed with Voith Hydro GmbH & Co KG, as well as payment of the premium for the guarantee provided by OeKB.

Collateral

A guarantee, provided by OeKB in favor of the Lenders.

Interest rate

6-month EURIBOR + margin in an amount less than or equal to 0.625% per annum

Commission fee for loan facility organization

Less than or equal to 0.40% of the Amount of the Loan

Commission fee for reserving funds

Less than or equal to 0.35% per annum, accrued on the unused Amount of the Loan

Agency Fee

Ten thousand (10,000) euro, paid directly to the Agent for loan servicing on an annual basis

Voting results:

"For" – 13 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod,V. N. Zimin, S. N. Ivanov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


3.2. On Approval of a Transaction, Executed by the Company, Involving Shares of Organizations, Owned by the Company, and qualified as an interested-party transaction


Resolution:

  1. Determine the price (monetary value) of the property, introduced as an additional contribution to share capital ofLLC VolgaHydro,qualified as an interested-party transaction, in the amount of forty-five million (45,000,000) rubles.
  2. Approve the additional contribution of JSC RusHydro to the share capital of LLC VolgaHydro,qualified as an interested-party transaction, in accordance with the following terms:

Subject of the transaction:Additional contribution to thesharecapital of LLC VolgaHydro in the context of its increase.


Period of additional contribution: The funds will be contributed within two months after approval of the increase of share capital of LLC VolgaHydro by the General Meeting of Shareholders of the company.


Price of the transaction:Amount of the additional contribution, by which the face value of a share of JSC RusHydro increases, is specified in paragraph 1 of this Resolution and amounts to forty-five million (45,000,000) rubles.


Form of additional contribution:Monetary funds.


Other terms:Sharesof the participants (JSC RusHydro and Voith Hydro GmbH&Co.KG) in the share capital of LLC VolgaHydro donot change as a result of the additional contributions.


Voting results:

"For" – 12 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, V. N. Zimin, S. N. Ivanov, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 0.

The additional contribution of JSC RusHydro to the share capital of LLC VolgaHydro is qualified as an interested-party transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as M. A. Mantrov, Deputy Chairman of the Board of JSC RusHydro, and B. B. Bogush, Board Member of JSC RusHydro, are concurrently members of the Board of Directors of LLC VolgaHydro.

In accordance with paragraph 3 of Article 83 of the Federal Law On Joint-Stock Companies resolution on this item is adopted by the Company's Board of Directors by a majority of votes of independent directors who do not hold an interest in the transaction.

During the vote count on this item the vote of E. V. Dod, member of the Board of Directors of JSC RusHydro, is not counted, as he is also Chairman of the Management Board of JSC RusHydro and according to paragraph 3 of Article 83 of the Federal Law On Joint-Stock Companies is recognized as a dependent director.

Resolution adopted.


Item No. 4: On Execution of the Company’sBoard of Directors’commissions:


4.1. On Approval of the Regulationson the procedure of technological assessment and price audit of major investment projects of JSC RusHydro


Resolution:

  1. Approve Regulations on the procedure of technological assessment and price audit of major investment projects of JSC RusHydro (hereinafter referred to as the “Regulation”) (Annex No. 2 to the Minutes).
  2. Determine that the Regulations come into effect on January 1, 2014.
  3. Commission Chairman of the Board of JSC RusHydro to develop within 60 days after this resolution and submit for the Board of Directors’ consideration the Regulations on mandatory technological assessment and price audit of the Company’s and its subsidiaries’ major investment projects.

Voting results:

"For" – 13 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod,V. N. Zimin, S. N. Ivanov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


4.2. On Execution of the Company’s Board of Directors’commissions


Resolution:

  1. Take note of the results of public technological assessment and price audit of the following projects:
    1. Kankunskaya HPP.
    2. Ussurijskaya CHP,
    3. Leningradskaya PSPP.
  2. Extend the period of execution of the Board of Directors’ commission from July 15, 2013 to February 15, 2014 as it relates to the public technological assessment and price audit of investment projects, specified in paragraph 1 of this Resolution.

Voting results:

"For" – 13 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod,V. N. Zimin, S. N. Ivanov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


Item No. 5: On Correction of the Company's Business Plan for 2013–2017 insofar as it Relates to the Investment Program of JSC RusHydro for 2013


Resolution:

  1. Approve the amendments to the Company's business plan for 2013ith regard to the investment program of JSC RusHydro for 2013 (Annex No. 3 to the Minutes).
  2. Approve adjustments to quarterly funding plans and implementation of capital investments in 2013(Annexes 4 and 5 to the Minutes).

Voting results:

"For" – 11 (Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, E. V. Dod,V. N. Zimin, S. N. Ivanov, V. V. Pivovarov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin).

"Against" – 0.

"Abstain" – 2 (B. I. Ayuev, D. S. Morozov).

Resolution adopted.


Chairman

of the Board of Directors                                                                   M. I. Poluboyarinov



Corporate Secretary                                                                         М. М. Lukyanova
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