Minutes of 05.12.2013 №191

MINUTES NO. 191

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time for the meeting of the Board of Directors (date and time of counting votes):

December 3, 2013, 5:00 p.m.

(Moscow time).

Date of the minutes:

December 5, 2013

Form of the meeting:

absentee voting

Place of counting the votes:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13

Members of the Board of Directors

taking part in the meeting:



B.I. Ayuev


Dr. K.A. Berndt


A.E. Bugrov


M.S. Bystrov


V.I. Danilov-Danilyan


E.V. Dod


S.N. Ivanov


D.S. Morozov


V.V. Pivovarov


M.I. Poluboyarinov


V.M. Stolyarenko

Pursuant 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 is present.


AGENDA OF THE MEETING:


О приоритетных направлениях деятельности Общества. Areas of priority for the Company’s activities.

  1. Approval of transactions with equity stakes and shares held by JSC RusHydro.
  2. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of its subsidiaries and affiliates.
  3. Approval of the Company’s transactions.
  4. Working plan of the Board of Directors of JSC RusHydro.
  5. Approval of the report on results of additional issue of shares of JSC RusHydro.
  6. Execution of the key performance indicators of JSC RusHydro in the 3rd quarter of 2013.
  7. Approval of the amended Methodology of Calculation and Evaluation of Key Performance Indicators of JSC RusHydro.
  8. Approval of the list of key performance indicators of JSC RusHydro for 2014.
  9. Interim results of the Company's Business Plan 2013 execution for the 9 months of 2013 (including the report on implementation of the Investment Program, including the Program of Comprehensive Modernization of Generating Facilities, for the 9 months of 2013).


RESULTS OF VOTING ON AGENDA ITEMS:


Item 1: Areas of priority for the Company’s activities: the model for managing the construction of generating capacities in the Far East.


Resolution:


To execute the decree of the President of the Russian Federation d/d November 22, 2012, No. 1564 “On Further Development of the Joint-Stock Company Federal Hydrogenerating Company – RusHydro” by approving the following model for managing the construction of the generating facilities in the Far East:


the shares of Blagoveshchenskaya TPP CJSC, Sakhalinskaya GRES-2 CJSC, Yakutskaya GRES-2, and TPP in Sovetskaya Gavan CJSC (subsidiaries and affiliates) owned by JSC RusHydro as of the date of this resolution and subsequently acquired are transferred in trust to RAO Energy System of the East provided the trust manager only exercises the rights granted by the shares, without the right to receive dividends or to dispose of or encumber the shares, or to assign the rights attached to such shares.


Voting results:


"In favor" – 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov).

"Against" – 0.

“Abstained” – 1 (V.M. Stolyarenko).


Resolution adopted.


Item 2: Approval of transactions with equity stakes and shares held by RusHydro.


Resolution:


Approve the Company’s (hereinafter the “Buyer”) entrance into the agreement(s) for the purchase of shares in organizations in which the Company holds a participatory interest on the following terms (hereinafter the “Agreement(s)”):

1. Blagoveshchenskaya TPP CJSC (“Issuer 1”) undertakes to transfer to the Buyer the ownership of, and the Buyer undertakes to accept and pay for, up to six billion three hundred and one million (6,301,000,000) additional ordinary registered shares placed by Issuer 1, with the par value of one (1) ruble each, at the placing price determined by the Board of Directors of Issuer 1 as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies” for the amount of up to six billion three hundred and one million (6,301,000,000) rubles.


The Buyer shall pay for the shares of Issuer 1 by way of a wire transfer and/or set-off of monetary claims to Issuer 1.


The Buyer’s interest in the authorized capital of Issuer 1 remains unchanged and amounts to 100%.


2. Sakhalinskaya GRES-2 CJSC (“Issuer 2”) undertakes to transfer to the Buyer the ownership of, and the Buyer undertakes to accept and pay for, up to twelve billion, nine hundred and ninety-five million (12,995,000,000) additional ordinary registered shares placed by Issuer 2, with the par value of one (1) ruble each, at the placing price determined by the Board of Directors of Issuer 1 as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies” for the amount of up to twelve billion, nine hundred and ninety-five million (12,995,000,000) rubles.


The Buyer shall pay for the shares of Issuer 2 by way of a wire transfer and/or set-off of monetary claims to Issuer 2.


The Buyer’s interest in the authorized capital of Issuer 2 remains unchanged and amounts to 100%.


3. TPP in Sovetskaya Gavan CJSC (“Issuer 3”) undertakes to transfer to the Buyer the ownership of, and the Buyer undertakes to accept and pay for, up to thirteen billion, eight hundred and forty-three million (13,843,000,000) additional ordinary registered shares placed by Issuer 3, with the par value of one (1) ruble each, at the placing price determined by the Board of Directors of Issuer 3 as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies” for the amount of up to thirteen billion, eight hundred and forty-three million (13,843,000,000) rubles.


The Buyer shall pay for the shares of Issuer 3 by way of a wire transfer and/or set-off of monetary claims to Issuer 3.


The Buyer’s interest in the authorized capital of Issuer 3 remains unchanged and amounts to 100%.


4. Yakutskaya GRES-2 CJSC (“Issuer 4”) undertakes to transfer to the Buyer the ownership of, and the Buyer undertakes to accept and pay for, up to sixteen billion, eight hundred and sixty-one million (16,861,000,000) additional ordinary registered shares placed by Issuer 4, with the par value of one (1) ruble each, at the placing price determined by the Board of Directors of Issuer 4 as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies” for the amount of up to sixteen billion, eight hundred and sixty-one million (16,861,000,000) rubles.


The Buyer shall pay for the shares of Issuer 4 by way of a wire transfer and/or set-off of monetary claims to Issuer 4.


The Buyer’s interest in the authorized capital of Issuer 4 remains unchanged and amounts to 100%.


Voting results:


"In favor" – 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 1 (M.S. Bystrov).


Resolution adopted.


Item 3: Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of the subsidiaries and affiliates:


3.1. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of Blagoveshchenskaya TPP CJSC:


  • defining the number, the par value, and the category (type) of authorized shares of Blagoveshchenskaya TPP CJSC and the rights attached to such shares;
  • increasing the authorized capital of Blagoveshchenskaya TPP CJSC by placing additional shares;
  • approval of the loan agreement, qualified as a major transaction, between Blagoveshchenskaya TPP CJSC and JSC RusHydro.

Resolution:


1. Commission representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Blagoveshchenskaya TPP CJSC on “Defining the number, the par value and the category (type) of authorized shares of Blagoveshchenskaya CHPP CJSC and the rights attached to such shares to vote” IN FAVOR of the following resolution:


  • to determine the limit amount of six billion, three hundred and one million (6,301,000,000) authorized ordinary registered shares of Blagoveshchenskaya TPP CJSC, with the par value of one (1) ruble each, for the total amount of six billion, three hundred and one million (6,301,000,000) rubles at the par value;
  • the ordinary registered shares authorized by Blagoveshchenskaya TPP CJSC for placement give their holders the rights stipulated by clause 6.2 of the Articles of Association of Blagoveshchenskaya TPP CJSC.


2. Instruct the representatives of JSC RusHydro to vote at the General Meeting of shareholders of Blagoveshchenskaya TPP CJSC on “Increasing the authorized capital of Blagoveshchenskaya TPP CJSC by placing additional shares” IN FAVOR of the following resolution:


  • to increase the authorized capital of Blagoveshchenskaya TPP CJSC by placing six billion, three hundred and one million (6,301,000,000) additional ordinary registered uncertified shares, with the par value of one (1) ruble each, for the total amount of six billion, three hundred and one million (6,301,000,000) rubles at the par value;
  • share placement method – private subscription;
  • persons with whom the additional shares of Blagoveshchenskaya TPP CJSC are to be placed: JSC RusHydro (Primary State Registration No. 1042401810494);
  • share placement price – at the placement price determined by the Board of Directors of Blagoveshchenskaya TPP CJSC as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies”;
  • share payment form – monetary funds and/or set-off of monetary claims to Blagoveshchenskaya TPP CJSC;
  • share payment procedure – the shares will be paid upon their placement in full.


3. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Blagoveshchenskaya TPP CJSC on the “Approval of the loan agreement, qualified as a major transaction, to be entered into between Blagoveshchenskaya TPP CJSC and JSC RusHydro” IN FAVOR of the following resolution:


To approve the loan agreement (hereinafter the "Agreement"), qualified as a major transaction, between Blagoveshchenskaya TPP CJSC and JSC RusHydro on the following material terms:


Parties:


Borrower – Blagoveshchenskaya CHPP CJSC;


Lender – JSC RusHydro.


Loan amount:


no more than one billion, six hundred and ninety-three million, three hundred thousand, and 00/100 (1,693,300,000.00) rubles.


Loan purpose: Replenishment of the current assets to ensure the first priority works for construction of Blagoveshchenskaya CHPP (2nd stage).


Loan repayment period – on or before December 20, 2015.


Loan interest – 0.0% (interest free).


Loan terms:


In tranches based on the Borrower’s Application by transferring the funds to the Borrower's settlement account stated in the relevant Application, and in 2013 for the amount of tranches of up to one billion, five hundred seventy-seven million, and 00/100 (1,577,000,000.00) rubles.


Terms of early loan repayment – the loan debt may be repaid ahead of time, whether in whole or in part.


Voting results:


"In favor" – 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 1 (M.S. Bystrov).


Resolution adopted.


3.2. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of Sakhalinskaya GRES-2:

  • defining the number, the par value, and the category (type) of authorized shares of Sakhalinskaya GRES-2 CJSC and the rights attached to such shares;
  • increasing the authorized capital of Sakhalinskaya GRES-2 CJSC by placing additional shares;
  • approval of the loan agreement, constituting a major transaction, to be entered into between Sakhalinskaya GRES-2 CJSC and JSC RusHydro.


Resolution:


1. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Sakhalinskaya GRES-2 CJSC on “Defining the number, the par value and the category (type) of authorized shares of Sakhalinskaya GRES-2 CJSC and the rights attached to such shares” IN FAVOR of the following resolution:


  • to determine the limit amount of twelve billion, nine hundred and ninety-five million (12,995,000,000) authorized ordinary registered shares of Sakhalinskaya GRES-2 CJSC, with the par value of one (1) ruble each, for the total amount of twelve billion, nine hundred and ninety-five million (12,995,000,000) rubles at the par value;
  • the ordinary registered shares authorized by Sakhalinskaya GRES-2 CJSC for placement give their holders the rights set out in clause 6.2 of the Articles of Association of Sakhalinskaya GRES-2 CJSC.


2. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Sakhalinskaya GRES-2 CJSC on “Increasing the authorized capital of Sakhalinskaya GRES-2 CJSC by placing additional shares” IN FAVOR of the following resolution:


  • to increase the authorized capital of Sakhalinskaya GRES-2 CJSC by placing twelve billion, nine hundred and ninety-five million (12,995,000,000) additional ordinary registered uncertified shares, with the par value of one (1) ruble each, for the total amount of twelve billion, nine hundred and ninety-five million (12,995,000,000) rubles at the par value;
  • share placement method – private subscription;
  • persons with whom the additional shares of Sakhalinskaya GRES-2 CJSC are to be placed: JSC RusHydro (Primary State Registration No. 1042401810494);
  • share placement price – the price of placement determined by the Board of Directors of Sakhalinskaya GRES-2 CJSC as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies”;
  • share payment form – monetary funds and/or set-off of monetary claims to Sakhalinskaya GRES-2 CJSC;
  • share payment procedure – the shares will be paid upon their placement in full;


3. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Sakhalinskaya GRES-2 CJSC on the “Approval of the loan agreement, qualified as a major transaction, between Sakhalinskaya GRES-2 CJSC and JSC RusHydro” IN FAVOR of the following resolution:


To approve the loan agreement (hereinafter the "Agreement"), qualified as a major transaction, between Sakhalinskaya GRES-2 CJSC and JSC RusHydro on the following material terms:


Parties:


Borrower – Sakhalinskaya GRES-2 CJSC;


Lender – JSC RusHydro.


Loan amount:


no more than five hundred and six million, one hundred thousand, and 00/100 (506,100,000.00) rubles.


Loan purpose: Replenishment of the current assets to ensure the first priority works for the construction of Sakhalinskaya GRES-2 (1st stage).


Loan repayment period – on or before December 20, 2015.


Loan interest – 0.0% (interest free).


Loan terms:


In tranches based on the Borrower’s Application by transferring the funds to the Borrower's settlement account stated in the relevant Application, and in 2013 for the amount of tranches of no more than ten million, and 00/100 (10,000,000.00) rubles.


Terms of early loan repayment – the loan debt may be repaid ahead of time, whether in whole or in part.


Voting results:


"In favor" – 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


3.3. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of TPP in Sovetskaya Gavan CJSC:

  • defining the number, the par value, and the category (type) of authorized shares of CHPP in Sovetskaya Gavan CJSC and the rights attached to such shares;
  • increasing the authorized capital of TPP in Sovetskaya Gavan CJSC by placing additional shares;
  • approval of the loan agreement, constituting a major transaction, to be entered into between TPP in Sovetskaya Gavan CJSC and JSC RusHydro.

Resolution:

1. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of TPP in Sovetskaya Gavan CJSC on “Defining the number, the par value and the category (type) of authorized shares of CHPP in Sovetskaya Gavan CJSC and rights attached to such shares” IN FAVOR of the following resolution:


  • to determine the limit amount of thirteen billion, eight hundred and forty-three million (13,843,000,000) authorized ordinary registered shares of TPP in Sovetskaya Gavan CJSC with the par value of one (1) ruble each for the total amount of thirteen billion, eight hundred and forty-three million (13,843,000,000) rubles at the par value;
  • the ordinary registered shares authorized by CHPP in Sovetskaya Gavan CJSC for placement give their holders the rights set out in clause 6.2 of the Articles of Association of TPP in Sovetskaya Gavan CJSC.


2. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of TPP in Sovetskaya Gavan CJSC on the issue of “Increasing the authorized capital of TPP in Sovetskaya Gavan CJSC by placing additional shares” IN FAVOR of the following resolution:


  • to increase the authorized capital of TPP in Sovetskaya Gavan CJSC by placing thirteen billion, eight hundred and forty-three million (13,843,000,000) additional ordinary registered uncertified shares with the par value of one (1) ruble each for the total amount of thirteen billion, eight hundred and forty-three million (13,843,000,000) rubles at the par value;
  • share placement method – private subscription;
  • persons with whom the additional shares of CHPP in Sovetskaya Gavan CJSC are to be placed: JSC RusHydro (Primary State Registration No. 1042401810494);
  • share placement price – the price of placement determined by the Board of Directors of TPP in Sovetskaya Gavan CJSC as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies”;
  • share payment form – monetary funds and/or set-off of monetary claims to TPP in Sovetskaya Gavan CJSC;
  • share payment procedure – the shares will be paid upon their placement in full;


3. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of TPP in Sovetskaya Gavan CJSC on the “Approval of the loan agreement, qualified as a major transaction, between TPP in Sovetskaya Gavan CJSC and JSC RusHydro” IN FAVOR of the following resolution:


To approve the loan agreement (hereinafter the "Agreement"), qualified as a major transaction, between TPP in Sovetskaya Gavan CJSC and JSC RusHydro on the following material terms:


Parties:


Borrower – TPP in Sovetskaya Gavan CJSC;


Lender – JSC RusHydro.


Loan amount:


no more than three billion, one hundred and twenty-four million, nine hundred thousand, and 00/100 (3,124,900,000.00) rubles.


Loan purpose: replenishment of the current assets to ensure the first priority works for the construction of CHPP in Sovetskaya Gavan CJSC.


Loan repayment period – on or before December 20, 2015.


Loan interest – 0.0% (interest free).


Loan terms:


In tranches based on the Borrower’s Application by transferring the funds to the Borrower's settlement account stated in the relevant Application, and in 2013 for the amount of tranches of no more than twenty-five million and 00/100 (25,000,000.00) rubles.


Terms of early loan repayment – the loan debt may be repaid ahead of time, whether in whole or in part.


Voting results:


"In favor" – 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


3.4. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of governing bodies of Yakutskaya GRES-2 CJSC:

  • defining the number, the par value, and the category (type) of authorized shares of Yakutskaya GRES-2 CJSC and the rights attached to such shares;
  • increasing the authorized capital of Yakutskaya GRES-2 CJSC by placing additional shares;
  • approval of entrance into the loan agreement, constituting a major transaction, between Yakutskaya GRES-2 CJSC and JSC RusHydro.


Resolution:


1. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Yakutskaya GRES-2 CJSC on “Defining the number, the par value and the category (type) of authorized shares of Yakutskaya GRES-2 CJSC and the rights attached to such shares” IN FAVOR of the following resolution:

  • to determine the limit amount of sixteen billion, eight hundred and sixty-one million (16,861,000,000) authorized ordinary registered shares of Yakutskaya GRES-2 CJSC, with the par value of one (1) ruble each, for the total amount of sixteen billion, eight hundred and sixty-one million (16,861,000,000) rubles at the par value;
  • the ordinary registered shares authorized by Yakutskaya GRES-2 CJSC for placement give their holders the rights set out in clause 6.2 of the Articles of Association of Yakutskaya GRES-2 CJSC.

2. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Yakutskaya GRES-2 CJSC on “Increasing the authorized capital of Yakutskaya GRES-2 CJSC by placing additional shares” IN FAVOR of the following resolution:

  • to increase the authorized capital of Yakutskaya GRES-2 CJSC by placing sixteen billion eight hundred and sixty-one million (16,861,000,000) additional authorized ordinary registered uncertified shares, with the par value of one (1) ruble each, for the total amount of sixteen billion, eight hundred and sixty-one million (16,861,000,000) rubles at the par value;
  • share placement method – private subscription;
  • persons with whom the additional shares of Yakutskaya GRES-2 CJSC are to be placed: JSC RusHydro (Primary State Registration No. 1042401810494);
  • share placement price – the price of placement determined by the Board of Directors of Yakutskaya GRES-2 CJSC as per Articles 36 and 77 of the Federal Law “On Joint-Stock Companies”;
  • share payment form – monetary funds and/or set-off of monetary claims to Yakutskaya GRES-2 CJSC;
  • share payment procedure – the shares will be paid upon their placement in full;

3. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Yakutskaya GRES-2 CJSC on the “Approval of the loan agreement, qualified as a major transaction, between Yakutskaya GRES-2 CJSC and JSC RusHydro” IN FAVOR of the following resolution:


To approve the loan agreement (hereinafter the "Agreement"), qualified as a major transaction, between Yakutskaya GRES-2 CJSC and JSC RusHydro on the following material terms:


Parties:


Borrower – Yakutskaya GRES-2 CJSC;


Lender – JSC RusHydro.


Loan amount:


no more than four billion, three hundred and sixty-two million, four hundred thousand, and 00/100 (4,362,400,000.00) rubles.


Loan purpose: replenishment of the current assets to ensure the first priority works for the construction of Yakutskaya GRES-2 (1st stage).


Loan repayment period – on or before December 20, 2015.


Loan interest – 0.0% (interest free).


Loan terms:


In tranches based on the Borrower’s Application by way of transferring the funds to the Borrower's settlement account stated in the relevant Application, and in 2013 for the amount of tranches of no more than three billion, four hundred and fifty-five million and 00/100 (3,455,000,000.00) rubles.


Terms of early loan repayment – the loan debt may be repaid ahead of time, whether in whole or in part.


Voting results:


"In favor" – 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


3.5. Stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of the meeting of governing bodies of VolgaHydro LLC:


Approval of the contract agreement for development of design documentation for construction of the plant for production of hydroturbine equipment qualified as a major transaction made by VolgaHydro LLC.


Resolution:


Instruct the representatives of JSC RusHydro to vote in the management bodies of VolgaHydro LLC IN FAVOR of the following resolution:


To approve the contract agreement for design works (hereinafter the “Agreement”) qualified as a major transaction on the following material terms:


Parties to the Agreement:


Customer: VolgaHydro LLC;


Contractor: Urban Engineering CJSC.


Subject matter of the Agreement:


The Contractor shall perform the following Work upon the Customer’s order:

  • Engineering and survey works;
  • Development of design specifications;
  • Development of design documents;
  • Development of a fire safety declaration.


The Contractor shall provide the Customer with the following deliverables:

  • Design specifications;
  • Complex assignment for engineering and survey work;
  • Reports on the engineering and survey work in the scope required to develop the design documents and to obtain a positive conclusion from the state expert review of design documents;
  • Design documents;


The Contractor shall provide the following Services upon the Customer’s order:


  • Approval of design documents (support of the state expert review of the design documents);
  • Obtaining a permit for construction;
  • Support of the construction (designer supervision);
  • Entrance into the agreement with the Subcontractor for engineering surveys, their organization and obtainment, and approval of the survey results.

Price of the Agreement: the limit price of the Work and Services under the Agreement is twenty million, two hundred and twelve thousand, three hundred and ten, and 80/100 (20,212,310.80) rubles.


Duration of the Work and Services:


Commencement date: 16.12.2013.


Completion date: 21.07.2014.


Voting results:


"In favor" – 10 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 1 (M.S. Bystrov).


Resolution adopted.


Item 4: Approval of the Company’s transactions:


4.1. Approval of interested party transactions (interrelated transactions).


Resolution:


1.2. Determine that the price limit of the Agreement for bank support of the construction of power facilities in the Far East d/d March 22, 2013, No. OG-175-43-2013 between the Company and Sberbank of Russia, qualified as an interested party transaction, shall – subject to Supplementary Agreements Nos. 1, 2, and 3 – be 440 million rubles.


1.4. Determine that the price of the Credit Facility Agreement between the Company and Sberbank of Russia (hereinafter the “Bank”), qualified as an interested party transaction (hereinafter the “Agreement”), shall be defined as the aggregate of the following values:

  • the limit amount of credit funds of eleven billion (11,000,000,000) rubles received from the Bank under the Agreement;
  • the interest charged for using the credit funds for the entire term of the Agreement at a maximum rate of eight point ninety-nine (8.99) percent per annum.

The price of property that may be disposed of under the Agreement is under 2% of the book value of the Company's assets defined according to the Company's accounting statements as of the last reporting date – September 30, 2013.


2.2. Approve the Agreement for bank support of the construction of power facilities in the Far East d/d March 22, 2013, No. OG-175-43-2013 and Supplementary Agreements Nos. 1, 2 and 3 to the Agreement (interrelated transactions) between the Company and Sberbank of Russia, constituting interested party transactions, on the following material terms:


Parties to the Agreement:


Bank – Sberbank of Russia;


Customer – JSC RusHydro.


Subject matter of the Agreement:


The Bank provides the Customer with a set of services for bank support of the construction of power facilities in the Far East.


Price of the Agreement:


to be determined as per clause 1.2 hereof.


Period of bank support services: from the date of the Agreement to the commissioning of all Facilities, completion of all settlements on separate bank accounts and full discharge by the Parties of their obligations.


2.4. Approve the Credit Facility Agreement (hereinafter the “Agreement”) with Sberbank of Russia made by the Company and qualified as an interested party transaction on the following material terms:


Parties to the Agreement:


Creditor – Sberbank of Russia;


Borrower – JSC RusHydro.


Subject matter of the Agreement: The Creditor shall provide monetary funds (a loan) to the Borrower by opening a credit facility of eleven billion (11,000,000,000) rubles on the terms stipulated by the Agreement, and the Borrower shall repay the funds received and pay interest charged thereon for the entire period of the Agreement at a maximum rate of 8.99% per annum, and in the event of early repayment, pay a fee for pre-term loan repayment in the amount of no more than 1% per annum of the prematurely repaid loan amount (or part thereof);


Price of the Agreement: to be defined as per clause 1.4 of this Resolution.


Term of the Agreement (loan): up to 5 years from the date of the Agreement.


3. According to clause 6.2.2.8 of the Regulation on Information Disclosure by Issuers of Equity Securities, instruct the Company’s Management Board to disclose the information about persons who are parties to the approved transactions, the material terms, and the price of the transactions specified in clauses 1 and 2 of this Resolution after their closing under the procedure prescribed by the Russian laws.


Due to the above stated in 4.1 with respect to resolutions 1.1, 1.3, 1.5, 1.6, 2.1, 2.2, 2.5, and 2.6 (approval of interested party transactions), the information on persons acting as parties and beneficiaries, the material terms, and the price of transactions will be disclosed after their closing as prescribed by the Russian laws.


Voting results:


"In favor" – 9 (B.I. Ayuev, Dr. K.A. Berndt, M.S. Bystrov, V.I. Danilov-Danilyan, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


The interrelated transactions made between JSC RusHydro and Sberbank of Russia are deemed interested party transactions in accordance with Article81 of the Federal Law “On Joint-Stock Companies,” since a close relative of Member of the Board of Directors of JSC RusHydro A.E. Bugrov is a member of the Executive Board of Sberbank of Russia.


In accordance with clause 3, Art. 83 of the Federal Law "On Joint-Stock Companies," the resolution regarding this item shall be adopted by the Company's Board of Directors by a majority vote of independent directors not interested in the transaction.


When summarizing the results of voting on this item, the votes of Member of the Board of Directors of JSC RusHydro A.E.Bugrov, recognized as a person interested in the transaction as per Article81 of the Federal Law “On Joint-Stock Companies,” and of Member of the Board of Directors of JSC RusHydro E.V. Dod, who is simultaneously the Chairman of the Management Board of RusHydro JSC and recognized a dependent director as per clause 3, Article83 of the Federal Law “On Joint-Stock Companies,” are not taken into account.


Resolution adopted.


4.2. Approval of the mandate letter between JSC RusHydro and the European Bank for Reconstruction and Development, constituting an interested party transaction.


Resolution:


1. Determine that the price of property that may be disposed of under the mandate letter between JSC RusHydro (hereinafter the “Company”) and the European Bank for Reconstruction and Development, which is an interested party transaction (hereinafter the "Mandate Letter"), is defined as the aggregate of the following obligations of the Company under the Mandate Letter:

  • appraisal fee of four million and 00/100 (4,000,000.00) rubles;
  • all documented actual expenses incurred by the Bank for the preparation, drawing up, discussion and review of financial documents and any other documents related to the financial documents.

The price of property that may be disposed of under the Mandate Letter shall not exceed ten million (10,000,000) rubles.


2. Approve the Mandate Letter, constituting an interested party transaction, on the following material terms:


Parties to the Letter:


Bank – the European Bank for Reconstruction and Development;


Company – JSC RusHydro.


Subject of the Letter: establishment of the main terms for provision by the Bank of the expected long-term credit to the Company.


Consideration fee – four million (4,000,000) rubles, payable within 30 days from the date of the respective invoice issued by the Bank.The consideration fee actually paid to the Bank will be deducted from the Loan Fee payable to the Bank upon the signature of the loan agreement.


Price of the Letter:


to be determined as per clause 1 hereof.


3. According to clause 6.2.2.8 of the Regulation on Information Disclosure by Issuers of Equity Securities, instruct the Company’s Management Board to disclose the information about the parties to the Mandate Letter, the material terms, and the price of the transaction specified in clauses 1 and 2 of this Resolution after its closing under the procedure established by the Russian laws.


Voting results:

"In favor" – 9 (B.I. Ayuev, Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


The Mandate Letter is deemed an interested party transaction as per Article 81 of the Federal Law “On Joint-Stock Companies” since Member of the Board of Directors of JSC RusHydro D.S. Morozov is simultaneously an Executive Director on behalf of the Russian Federation, Belarus and Tajikistan, and a representative of the Russian Federation in the Board of Directors of the European Bank for Reconstruction and Development.


Pursuant to clause 3, Article 83 of the Federal Law "On Joint-Stock Companies," the resolution regarding this item shall be adopted by the Company's Board of Directors by a majority vote of independent directors not interested in the transaction.


When summarizing the results of voting on this item, the votes of Member of the Board of Directors of JSC RusHydro D.S. Morozov, recognized as a person interested in the transaction as per Article81 of the Federal Law “On Joint-Stock Companies,” and of Member of the Board of Directors of JSC RusHydro E.V. Dod, who is simultaneously the Chairman of the Management Board of RusHydro JSC and recognized a dependent director as per clause 3, Article83 of the Federal Law “On Joint-Stock Companies,” are not taken into account.


Resolution adopted.


4.3. Approval of the loan agreement between JSC RusHydro and the European Bank for Reconstruction and Development, qualified as an interested party transaction.


Resolution:


1. Determine that the price of property that may be disposed of under the loan agreement made between JSC RusHydro (hereinafter the “Company”) and the European Bank for Reconstruction and Development, which is an interested party transaction (hereinafter the "Loan Agreement"), is defined as the aggregate of the following obligations of the Company under the Loan Agreement:

  • loan limit – four billion, four hundred million (4,400,000,000) rubles;
  • the maximum one-time loan fee payable upon signature of the Loan Agreement is 1.5% of the loan amount;
  • the interest for the use of the loan is the sum of the floating rate (MosPrime Rate 3m published by the National Currency Association on its website at www.nva.ru) and the margin of up to [3.45]% per annum.

The price of property that may be disposed of under the Loan Agreement subject to the interrelated transaction – the Mandate Letter d/d September 29, 2013 – is under 2% of the book value of the Company's assets defined according to the Company's accounting statements as of the last reporting date – September 30, 2013.


2. Approve the Loan Agreement, constituting an interested party transaction, on the following material terms:


Parties to the Agreement:


Creditor – the European Bank for Reconstruction and Development;


Borrower – JSC RusHydro.


Subject matter of the Agreement: The Creditor shall provide the Borrower with funds of four billion, four hundred million and 00/100 (4,400,000,000.00) (hereinafter the “Loan Amount”) on the terms stipulated by the Loan Agreement, and the Borrower shall repay the funds received and pay interest charged thereon.


Loan Agreement Term Sheet:


Loan limit: four billion, four hundred million and 00/100 (4,400,000,000.00) rubles;


Loan term: up to 12 years from the date of the Loan Agreement;


The maximum one-time loan fee payable upon signature of the Loan Agreement is 1.5% of the loan amount;


Loan interest: the floating rate (MosPrime Rate 3m published by the National Currency Association on its website at www.nva.ru) plus the margin of up to [3.45]% per annum.


Commitment fee – maximum of 0.5% per annum charged on the unused loan amount.


[Fee for early repayment – maximum of [1]% of the prematurely repaid part of the loan.]


Price of the Agreement:


to be determined as per clause 1 hereof.


3. According to clause 6.2.2.8 of the Regulation on Information Disclosure by Issuers of Equity Securities, instruct the Company’s Management Board to disclose the information about the parties to the Loan Agreement, the material terms, and the price of the transaction specified in clauses 1 and 2 of this Resolution after its closing under the procedure established by the Russian laws.


Voting results:


"In favor" – 9 (B.I. Ayuev, Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


The loan agreement made between JSC RusHydro and the European Bank for Reconstruction and Development is deemed an interested party transaction as per Article 81 of the Federal Law “On Joint-Stock Companies” since Member of the Board of Directors of JSC RusHydro D.S. Morozov is simultaneously an Executive Director on behalf of the Russian Federation, Belarus and Tajikistan, and a representative of the Russian Federation in the Board of Directors of the European Bank for Reconstruction and Development.


Pursuant to clause 3, Article 83 of the Federal Law "On Joint-Stock Companies," the resolution regarding this item shall be adopted by the Company's Board of Directors by a majority vote of independent directors not interested in the transaction.


When summarizing the results of voting on this item, the votes of Member of the Board of Directors of JSC RusHydro D.S. Morozov, recognized as a person interested in the transaction as per Article 81 of the Federal Law “On Joint-Stock Companies,” and of Member of the Board of Directors of JSC RusHydro E.V. Dod, who is simultaneously the Chairman of the Management Board of RusHydro JSC and recognized a dependent director as per clause 3, Article 83 of the Federal Law “On Joint-Stock Companies,” are not taken into account.


Resolution adopted.


4.4. Approval of the transaction with equity stakes and shares held by the Company, namely the trust management agreement between JSC RusHydro and JSC RAO Energy System of the East, qualified as an interested party transaction.


Resolution:


1. Define the limit amount (monetary value) of services under the trust management agreement made between JSC RusHydro and JSC RAO Energy System of the East, constituting an interested party transaction, for the entire period of the agreement in the amount of seventy-two thousand (72,000) rubles (including VAT), but not more than three thousand (3,000) rubles per quarter (including VAT).


2. Approve the trust management agreement between JSC RusHydro and JSC RAO Energy System of the East (hereinafter the “Agreement”) qualified as an interested party transaction on the following material terms:

Parties to the Agreement:


JSC RusHydro – Trustor;


JSC RAO Energy System of the East – Trust Manager.


Subject matter of the Agreement: The Trustor transfers in trust management the entirety of rights certified by all shares of Blagoveshchenskaya CHPP CJSC, Sakhalinskaya GRES-2 CJSC, Yakutskaya GRES-2 CJSC, and CHPP in Sovetskaya Gavan CJSC (hereinafter jointly referred to as the “Companies”) owned or acquired in the future, save for the right to dividends (Shares), and the Trust Manager shall manage the Shares transferred in trust management for a fee for the benefit of the Trustor for the entire term of the Agreement.


The number of Shares the rights of which are transferred in trust management within ten (10) business days after the effective date of the Agreement, provided the Trust Manager opens the Trust Manager’s account:


Blagoveshchenskaya CHPP CJSC – 500,000 shares;


Sakhalinskaya GRES-2 CJSC – 500,000 shares;


Yakutskaya GRES2 CJSC – 500,000 shares;


CHPP in Sovetskaya Gavan CJSC – 500,000 shares.


The Trustor ensures the transfer of Shares acquired within the scope of additional issues of the Company’s shares:


Blagoveshchenskaya CHPP CJSC – 6,301,000,000 shares;


Sakhalinskaya GRES-2 CJSC – 12,995,000,000 shares;


Yakutskaya GRES-2 CJSC – 16,861,000,000 shares;


CHPP in Sovetskaya Gavan CJSC – 13,843,000,000 shares.


Term of the Agreement: three years. The Agreement will be automatically extended for a similar period unless a notice is sent by the Trust Manager to the Trustor of no such extension at least three (3) months before its expiry date or by the Trustor to the Trust Manager at least one (1) month before the expiry date of the Agreement.


Price of the Agreement: The Trust Manager’s fee for trust management of Shares of the joint-stock companies for the entire term of the Agreement may not exceed seventy-two thousand (72,000) rubles (including VAT), but no more than three thousand (3,000) rubles per quarter (including VAT);


Other terms of the Agreement:

  • The Trust Manager has no right to dispose of the shares;

For all issues stipulated by Appendix 2 to the minutes, the Trust Manager shall not have the right without the written instruction of JSC RusHydro to make decisions while fulfilling its function as the sole shareholder, and shall not have the right to determine its position (the position of its representatives) in the management bodies of the subsidiaries and affiliates.


3. Consider this resolution approved in accordance with paragraph c), subclause 21, clause 12.1, Article 12 of the Articles of Association of JSC RusHydro.


Voting results:


"In favor" – 9 (B.I. Ayuev, Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, S.N. Ivanov, D.S. Morozov V.V. Pivovarov, M.I. Poluboyarinov).

"Against" – 0.

“Abstained” – 1 (V.M. Stolyarenko).


The loan agreement made between JSC RusHydro and JSC RAO Energy System of the East is recognized an interested party transaction as per Article 81 of the Federal Law "On Joint-Stock Companies" since Member of the Board of Directors of JSC RusHydro E.V. Dod is simultaneously a member of the Board of Directors of JSC RAO Energy System of the East.


Pursuant to clause 3, Article 83 of the Federal Law "On Joint-Stock Companies," the resolution on this item shall be made by the Company's Board of Directors through a majority vote of independent directors not interested in the transaction.


When summarizing the results of voting on this item, the vote of Member of the Board of Directors of JSC RusHydro E.V. Dod, recognized as a person interested in the transaction and a dependent director as per Article 81 and 33 of the Federal Law “On Joint-Stock Companies," is not taken into account.


Resolution adopted.


Item 5: Working plan of the Board of Directors of JSC RusHydro.


Resolution:

  1. Exclude the item on “Approval of the Program for Comprehensive Modernization of Generating Facilities of JSC RusHydro for 2014–2015” to be considered in November 2013 from the working plan of the Board of Directors for the 2nd half-year of 2013 approved by the Board of Directors (Minutes No. 184 d/d July 15, 2013).
  2. Approve the working plan of the Board of Directors of JSC RusHydro for the 1st half-year of 2013 (Appendix 3 to the minutes).


Voting results:

"In favor" – 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item 6: Approval of the report on the results of additional issue of shares of JSC RusHydro.


Resolution:

  1. According to the resolution of the Board of Directors of JSC RusHydro on Item 1 of the agenda for the meeting d/d November 23, 2012 (Minutes No. 166 d/d November 23, 2013) and due to the completion of additional share placement by JSC RusHydro and preparation of the report on the results of the issue of additional shares (state registration number of the issue: 1-01-55038-E-041D d/d December 3, 2012), take into account the information on the execution of clause 1 of the Decree of the President of the Russian Federation d/d November 22, 2013, No. 1564 "On Further Development of the Open Joint-Stock Company "Federal Hydrogenerating Company – RusHydro" i in relation to retention the Russian Federation share in the authorized capital of JSC RusHydro not less than 60.5 percent.
  2. Commission the Chairman of the Management Board of JSC RusHydro E.V. Dod to arrange registration of the Report on the results of the additional issue of the Company’s shares by the Bank of Russia in accordance with the Federal Law "On the Securities Market."


Voting results:


"In favor" – 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item 7: Execution of key performance indicators of JSC RusHydro in the 3rd quarter of 2013.


Resolution:


Approve the report on the execution of key performance indicators of JSC RusHydro in the 3rd quarter of 2013 (Appendix 4 to the minutes).


Voting results:


"In favor" – 9 (B.I. Ayuev, Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, V.V. Pivovarov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 2 (D.S. Morozov, M.I. Poluboyarinov).


Resolution adopted.


Item 8: Approval of the amended Methodology of Calculation and Evaluation of Key Performance Indicators of JSC RusHydro.


Resolution:

  1. Make amendments to the Methodology of Calculation and Evaluation of Key Performance Indicators of JSC RusHydro (Appendix 5 to the minutes).
  2. Approve the the amended Methodology of Calculation and Evaluation of Key Performance Indicators of JSC RusHydro (Appendix 6 to the minutes).


Voting results:


"In favor" – 9 (B.I. Ayuev, Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, V.V. Pivovarov, V.M. Stolyarenko).

“Against” – 1 (M.I. Poluboyarinov).

"Abstained" – 1 (D.S. Morozov).


Resolution adopted.


Item 9: Approval of the list of key performance indicators of JSC RusHydro for 2014.


Resolution:


Approve the list of annual and quarterly key performance indicators of JSC RusHydro for 2014 (Appendix 7 to the minutes).


Voting results:


"In favor" – 10 (B.I. Ayuev, Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

"Abstained" – 1 (D.S. Morozov).


Resolution adopted.


Item 10: Interim results of the Company's Business Plan 2013 execution for the 9 months of 2013 (including the report on implementation of the Investment Program and the Program for Comprehensive Modernization of Generating Facilities for the 9 months of 2013).


Resolution:


Approve the report on interim results Business Plan 2013 execution for the 9 months of 2013 (including the report on implementation of the Investment Program and the Program for Comprehensive Modernization of Generating Facilities for the 9 months of 2013) (Appendix 8 to the minutes).


Voting results:


"In favor" – 9 (Dr. K.A. Berndt, K.A. Bugrov M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko).

"Against" – 0.

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


Resolution adopted.


Chairman of

the Board of Directors                                                                         M.I. Poluboyarinov


Corporate Secretary                                                                            M.V. Zavalko

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