Minutes of 13.12.2013 №192

MINUTES NO. 192

OF THE MEETING OF THE BOARD OF DIRECTORS


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

December 13, 2013, 5.00 p.m.

(Moscow time).

Minutes date:

December 17, 2013

Holding form:

absentee vote

Place of vote counting:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

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 is present.


AGENDA OF THE MEETING:



  1. Approval of the Company’s Insurer for 2014.
  2. Approval of the Insurance Protection Program of JSC RusHydro for 2014.
  3. Approval of the Company’s transactions.
  4. Approval of the annual complex procurement program of JSC RusHydro for 2014.
  5. Making (approval) of amendments to the Resolution on the Issue of shares and the Securities Prospectus.
  6. Determining the position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda items of the management bodies of the subsidiaries and affiliates.
  7. Approval of the collective agreement of JSC RusHydro.

RESULTS OF VOTING ON THE AGENDA ITEMS:

Item 1: On Approval of the Company’s Insurer for 2014.


Resolution:


Approve the agreements with the following insurance companies to provide insurance protection for JSC RusHydro during 2014:


Type of Insurance

Insurer

1.

Property insurance

OJSC SOGAZ

Address: 10 Akademika Sakharova Avenue, Moscow, 107078

2.

Insurance of construction and installation risks

OJSIC Ingosstrakh

Address: 12/2 Pyatnitskaya St., Moscow, 117997

3.

Third-party liability insurance for damage resulting from work defects affecting the safety of capital construction facilities Optional third-party liability insurance of a building or structure owner, developer and/or technical employer of construction in progress

Joint-Stock Insurance Company ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment, Moscow,115035

4.

Optional health insurance

OJSC IC Allianz

Address: 30 Ozerkovskaya Embankment, Moscow, 115184

5.

Accident and illness insurance

OJSC IC Allianz

Address: 30 Ozerkovskaya Embankment, Moscow, 115184

6.

Compulsory third-party liability insurance of a hazardous facility owner for damage resulting from an accident at the hazardous facility. Optional third-party liability insurance of a hazardous facility owner.

OJSC AlfaStrakhovanie

Address: 31B Shabolovka St., Moscow, 115162

7.

Third-party liability insurance of an organization for damage resulting from a terrorist act or sabotage. Third-party liability insurance of increased hazard enterprises

OJSC SOGAZ

Address: 10 Akademika Sakharova Avenue, Moscow, 107078

8.

Compulsory motor third-party liability insurance

Joint-Stock Insurance Company ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment, Moscow, 115035

9.

Optional motor third-party liability insurance (OMTPLI)

Joint-Stock Insurance Company ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment, Moscow, 115035

10.

Motor insurance

Joint-Stock Insurance Company ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment, Moscow, 115035

11.

Optional vessel third-party liability insurance

Joint-Stock Insurance Company ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment, Moscow, 115035

12.

Vessel insurance

Joint-Stock Insurance Company ENERGOGARANT

Address: 23 Sadovnicheskaya Embankment, Moscow, 115035

13.

Liability insurance of the members of the Company’s management bodies and officers to third parties and the Company

OJSIC Ingosstrakh

Address: 12/2 Pyatnitskaya St., Moscow, 117997

Voting results:

"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.Y. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.V. Dod, V.M. 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 2: OnApproval of the Insurance Protection Program of JSC RusHydro for 2014.


Resolution:

Approve the Insurance Protection Program of JSC RusHydro for 2014 in accordance with Appendix 1 to the minutes.


Voting results:


"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.Y. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.V. Dod, V.M. 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 3:OnApproval of the Company’s transactions:


3.1. On Approval of the unilateral transaction made by the Company.


Resolution:

Approve the payment of a special-purpose membership fee to the National sectorial association of power industry employers in the amount of two million one hundred thousand (2,100,000) rubles in 2013 and five million six hundred thousand (5,600,000) rubles in 2014 to develop 11 professional standards in the power industry.


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.M. Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.


Resolution adopted.


3.2. OnApproval of agreements between JSC RusHydro and OJSC IC Allianz, qualified as an interested party transaction.


It is resolved to:

1. Determine the price limit (monetary value) of services under the Optional Health Insurance Agreement (hereinafter – the “OHI Agreement”) between JSC RusHydro and OJSC OC Allianz, and qualified as an interested party transaction, in the amount of forty nine million eight hundred and thirty three thousand nine hundred and twenty five, 50/100 (49,833,925.50) rubles, VAT free.

2. Approve the OHI Agreement, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

The Insured – JSC RusHydro

The Insurer – OJSC IC Allianz.

Subject of the OHI Agreement:

Based on the Rules of Optional Health Insurance, the Insurer shall for a fee (insurance premium) stipulated by the Agreement and paid by the Insured upon the occurrence of an insured event arrange for and pay the medical services for the Insured Persons under the optional health insurance program (hereinafter - the “OHI Services”).

Insured Persons (Beneficiaries):

The employees of the Insured, including the members of the collegial executive body and its chairperson, as well as other persons included in the lists of Insured Persons as provided by the Insured to the Insurer.

Insurance Object:

The property interests of the Insured Persons related to the costs for medical, transportation and other services provided to them upon the occurrence of the insured event.

Insured Event:

Application by the Insured Person to a medical institution from among those listed in the insurance agreement throughout the insurance period for healthcare (medical, diagnostic, consulting, rehabilitation and recovery, health-improving, preventive, including immunoprophylactic, etc.) and other (including health and social care) services in accordance with the terms of the Insurance Agreement and insurance program that entails the incurrence by the Insurer of obligations to pay for medical and other services.

Insured Sum:

  • For the risk of outpatient care expenses – 2,250,000 rubles
  • For the risk of in-patient care expenses – 4,500,000 rubles
  • For the risk of emergency medical care expenses – 600,000 rubles
  • For the risk of expenses for medical care and transportation services when abroad, in Russia and CIS countries 100 kilometers from the permanent place of residence – ruble equivalent of 100,000 US dollars, but not less than 3,000,000 rubles.

Limit Price of OHI Services:

Forty-nine million eight hundred and thirty-three million nine hundred and twenty-five, 50/100 (49,833,925.50), VAT free.

Term of the OHI Agreement:

Effective date – January 1, 2014, expiry date – December 31, 2014.

3. Determine the limit price (monetary value) of the services under the Optional Collective Accident and Illness Insurance Agreement (hereinafter – “OAI Agreement”) made between JSC RusHydro and OJSC OC Allianz, which is a non arm’s-length transaction, to be three million four hundred and twenty-two thousand one hundred and seventy-eight, 20/100 (3,422,178.20) rubles, VAT free.

4. Approve the OAI Agreement, being a non arm’s-length transaction, on the following material terms:

Parties to the Agreement:

The Insured – JSC RusHydro

The Insurer – OJSC IC Allianz.

Subject of the OAI Agreement:

The Insurer shall, upon the occurrence of the events listed in the Agreement, make an insurance payout to the Insured Person or the Beneficiary stated in the Agreement, regardless of the amounts payable to them under any other insurance agreements, or under compulsory social insurance, social security or by way of indemnification.

Insured Persons:

The employees of the Insured, including the members of the collegial executive body and its chairperson, included in the lists of Insured Persons as provided by the Insured to the Insurer.

Beneficiaries:

The Insured Persons and other persons named as the Beneficiaries with the Insured Person's written consent, the heirs of the Insured Person, in the event of the latter's death, entitled to the insurance payout upon the occurrence of the insured event.

Insurance Object:

Property interests related to personal injury under Russian laws.

Insured Event:

Events that are sudden, unforeseen and unintentional for the Insured Person (insurance risks) covered by the Insurance Agreement, upon the occurrence of which the Insurer incurs the obligation to make an insurance payout to the Insured Person (Beneficiary).

Insurance Risks:

- Death of the Insured Person as a result of an accident

- Death of the Insured Person from natural causes

- Disability as a result of an accident (with assessment of the 1st, 2nd or 3rd groups)

- Disability for natural reasons (with assessment of the 1st, 2nd or 3rd groups)

- Temporary disability as a result of an accident in connection with injuries

- Hospitalization as a result of an accident

- Diagnosis of a critical disease or performance of a serious operation.

Insured Sum:

In accordance with Appendix 2 to the minutes.

Limit Price of OAI Services:

Three million four hundred and twenty-two thousand one hundred and seventy-eight, 20/100 (3,422,178.20) rubles, VAT free.

Term of the OAI Agreement:

Effective date – January 1, 2014, expiry date – December 31, 2014.


Voting results:

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

"Against" – 0.

"Abstain" – 0.

Since the members of the Company’s management Board are the insured persons (beneficiaries under the agreements) as per Article 81 of the Federal Law On Joint-Stock Companies, the OHI and OAI agreements made between JSC RusHydro and OJSC IC Allianz are non arm’s length transactions.

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 by a majority vote of independent directors without an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod, who is simultaneously the Chairman of the Management Board of JSC RusHydro and who is recognized a person with an interest in the transaction as per Article81 of the Federal Law On Joint-Stock Companies, is not taken into account.


Resolution adopted.

3.3. OnApproval of agreements between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction.


Resolution:

3.3.1.1. Determine the price (monetary value) of works performed under the Agreement for research, development and technological work for the development and testing of an industrial prototype of an asynchronized variable frequency HPP/PSPP generator. Stage 1. Adaptation of the design of RusHydro existing pumped-storage power plants and those under construction for implementing a technology of asynchronized motor generators (AMG), between JSC RusHydro and JSC Lenhydroproject in the amount of no more than one hundred and thirty-five million three hundred and twenty-eight thousand four hundred and twenty-one, 16/100 (135,328,421.16) rubles, including 18 % VAT of twenty million six hundred and forty-three thousand three hundred and eighteen, 48/100 (20,643,318.48) rubles.

3.3.1.2. Approve the Agreement for research, development and technological work for the development and testing of an industrial prototype of an asynchronized variable frequency HPP/PSPP generator. Stage 1. Adaptation of the design of RusHydro existing pumped-storage power plants and those under construction for implementing a technology of asynchronized motor generators (AMG) (hereinafter - the "Agreement"), qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, perform research, development and technological work for the development and testing of an industrial prototype of an asynchronized variable frequency HPP/PSPP generator. Stage 1. Adaptation of the design of RusHydro existing pumped-storage power plants and those under construction for implementing a technology of asynchronized motor generators (AMG) in accordance with the Technical Specifications (Appendix 3 to the minutes) (hereinafter - the "Work") within the time period set forth by the Agreement, and deliver the result thereof to the Customer, and the Customer shall accept the result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement:

In accordance with clause 1 of this resolution.

Work period:

Commencement date – November 11, 2013.

Completion date – not later than 18 months after the Work commencement date.

Term of the Agreement:

The Agreement enters into force upon its signature and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from November 11, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.

The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized as a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:

3.3.2.1. Determine the price of works performed under the Contract Agreement between JSC RusHydro and JSC Lenhydroproject d/d June 1, 2011 No. SSh-313-2011, subject to Supplementary Agreement No. 2 (hereinafter - the “Agreement”), qualified as an interested party transaction, in the amount of three hundred and two million two hundred and twenty-seven thousand three hundred and fifty- eight, 77/100 (302,227,358.77) rubles, including 18 % VAT of forty- six million one hundred and two thousand four hundred and seventy-eight, 46/100 (46,102,478.46) rubles.

3.3.2.2. Approve the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for the development of a complex reconstruction design of the Mainsky hydroelectric complex of JSC RusHydro branch – P.S. Neporozhny Sayano-Shushenskaya HPP (hereinafter - the “Work”), and deliver the result thereof to the Customer, and the Customer shall create the conditions prescribed by the Agreement for the Customer to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

three hundred and two million two hundred and twenty-seven million three hundred and fifty-eight, 77/100 (302,227,358.77) rubles, including VAT (18 %) of forty-six million one hundred and two thousand four hundred and seventy-eight, 46/100 (46,102,478.46) rubles.

Work period:

Commencement date – June 1, 2011.

Completion date – December 18, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.


The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized as a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:

3.3.3.1. Determine the price of the works performed under the Agreement for pre-design survey and design development for the creation of an automatic seismologic network for the facilities of JSC RusHydro branch – Dagestan Branch:Irganayskaya HPP, Miatlinskaya HPP, Gergebilskaya HPP, Gunibskaya HPP, Chiryurtskaya HPP-1, Chiryurtskaya HPP-2, and Gelbakhskaya HPP, between JSC RusHydro and JSC Lenhydroproject (hereinafter - the “Agreement”), qualified as an interested party transaction, in the amount of be seven million six hundred and sixty-nine thousand nine hundred and ninety-eight, 82/100 (7,669,998.82) rubles, including VAT (18 %) of one million one hundred and sixty-nine thousand nine hundred and ninety-nine, 82/100 (1,169,999.82) rubles.

3.3.3.2. Approve the Agreement made between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for pre-design survey and design development for the creation of an automatic seismologic network for the facilities of the Dagestan Branch: Irganayskaya HPP, Miatlinskaya HPP, Gergebilskaya HPP, Gunibskaya HPP, Chiryurtskaya HPP, Chiryurtskaya HPP-2, and Gelbakhskaya HPP, and deliver the result thereof to the Customer, and the Customer shall create the conditions specified in the Agreement for the Contractor to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

seven million six hundred and sixty-nine thousand nine hundred and ninety-eight, 82/100 (7,669,998.82) rubles, including VAT (18 %) of one million one hundred and sixty-nine thousand nine hundred and ninety-nine, 82/100 (1,169,999.82) rubles.

Work period:

Work commencement: December 20, 2013.

Work completion: June 30, 2014.

Term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from December 20, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.


The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:


3.3.4.1. Determine the price of the works performed under the Agreement for pre-design survey and design development for the replacement of the deep service spillway guard gate for an emergency guard gate with reconstruction of hoisting mechanisms, and for the implementation of an automatic water level control system in the reservoir of Gubkinskaya HPP, between JSC RusHydro and JSC Lenhydroproject (hereinafter - the "Agreement"), qualified as an interested party transaction, in the amount of three million five hundred and thirty-eight thousand seven hundred and forty-two, 12/100 (3,538,742.12), including VAT (18 %) of five hundred and thirty-nine thousand eight hundred and eight, 12/100 (539,808.12) rubles.

3.3.4.2. Approve the Agreement made between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for pre-design survey and design development for the replacement of deep spillway guard gates for emergency guard gates with reconstruction of hoisting mechanisms, and for the implementation of an automatic water level control system in the reservoir of Gubkinskaya HPP, and deliver the result thereof to the Customer, and the Customer shall create the conditions prescribed by the Agreement for the Contractor to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

three million five hundred and thirty-eight thousand seven hundred and forty-two, 12 (3,538,742.12) rubles, including VAT (18 %) of five hundred and thirty-nine thousand eight hundred and eight, 12 (539,808.12) rubles.

Work period:

Work commencement: September 18, 2013.

Work completion: April 30, 2014.

Term of the Agreement:

the Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.The terms of the Agreement apply to the relations of the Parties arising from September 18, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.

The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:

3.3.5.1. Determine the price of the works performed under the Agreement for developing a design for reconstruction of the water intake maintenance platform for protection from rockfall and mud flows at Irganayskaya HPP, between JSC RusHydro and JSC Lenhydroproject (hereinafter - the “Agreement”), qualified as an interested party transaction, in the amount of eleven million seven hundred and seventy-one thousand three hundred and thirty-eight, 47/100 (11,771,338.47) rubles, including VAT (18 %) of one million seven hundred and ninety-five thousand six hundred and twenty-seven, 90 (1,795,627.90) rubles.

3.3.5.2. Approve the Agreement made between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for the development of a design for the reconstruction of the water intake maintenance platform for protection from rockfall and mud flows at Irganayskaya HPP, and deliver the result thereof to the Customer, and the Customer shall create the conditions prescribed by the Agreement for the Customer to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

eleven million seven hundred and seventy-one thousand three hundred and thirty-eight, 47/100 (11,771,338.47) rubles, including VAT (18 %) of one million seven hundred and ninety-five thousand six hundred and twenty-seven, 90/100 (1,795,6,27.90) rubles.

Work period:

Work commencement: December 20, 2013.

Work completion: July 31, 2014.

Term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from December 20, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.


The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:

3.3.6.1. Determine the price of the works performed under the Agreement for pre-design survey and design development for the creation of an automatic seismometric network of Gubkinskaya HPP, Gergebilskaya HPP and Miatlinskaya HPP, between JSC RusHydro and JSC Lenhydroproject (hereinafter - the “Agreement”), qualified as an interested party transaction, in the amount of seven million eighty thousand, 00/100 (7,080,000.00) rubles, including VAT (18 %) of one million eighty thousand, 00/100 (1,080,000.00) rubles.

3.3.6.2. Approve the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for pre-design survey and design development for the creation of an automatic seismometric network of Gubkinskaya HPP, Gergebilskaya HPP and Miatlinskaya HPP, and deliver the result thereof to the Customer, and the Customer shall create the conditions prescribed by the Agreement for the Customer to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

Seven million eighty thousand, 00/100 (7,080,000.00) rubles, including VAT (18 %) of one million eighty thousand rubles, 00/100 (1,080,000.00) rubles.

Work period:

Work commencement: December 20, 2013.

Work completion: June 30, 2014.

Term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from December 20, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.

The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:


3.3.7.1. Determine the price of the works performed under the Agreement for pre-design survey and design development for a drainage barrier and piezometric network arrangement at the base and landfall of the dam of Gergebilskaya HPP, between JSC RusHydro and JSC Lenhydroproject (hereinafter - the "Agreement"), qualified as an interested party transaction, in the amount of one million seven hundred and sixty-nine thousand six hundred and forty-one, 28/100 (1,769,641.28) rubles, including VAT (18 %) of two hundred and sixty-nine thousand nine hundred and forty-five, 28/100 (269,945.28) rubles.

3.3.7.2. Approve the Agreement made between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for pre-design survey and design development for a drainage barrier and piezometric network arrangement at the base and landfall of the dam of Gergebilskaya HPP, and deliver the result thereof to the Customer, and the Customer shall create the conditions prescribed by the Agreement for the Customer to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

one million seven hundred and sixty-nine thousand six hundred and forty-one, 28/100 (1,769,641.28) rubles, including VAT (18 %) of two hundred and sixty-nine thousand nine hundred and forty-five, 28/100 (269,945.28) rubles.

Work period:

Work commencement: September 17, 2013.

Work completion: December 25, 2013.

Term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.The terms of the Agreement apply to the relations of the Parties arising from September 17, 2013.


Voting results:


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

"Against" – 0.

"Abstain" – 0.


The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro, E.V. Dod, recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Resolution:

3.3.8.1. Determine the price of the works performed under the Agreement and Supplementary Agreement No. 1 for design development for upgrading the System of Vibration Diagnostics of Bureyskaya HPP Hydraulic Units, Inventory No. 8059, between JSC RusHydro and JSC Lenhydroproject (hereinafter - the “Agreement”), qualified as an interested party transaction, in the amount of seven million six hundred and twenty-eight thousand four hundred and ninety-three, 50/100 (7,628,493.50) rubles, including VAT (18 %) of one million one hundred and sixty-three thousand six hundred and sixty-eight, 50/100 (1,163,668.50) rubles.

3.3.8.2. Approve the Agreement of August 5, 2013, No. 2917 / BR-0-325-2013, as amended by Supplementary Agreement No. 1 between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor shall, pursuant to the Customer’s order, at its own risk and with its own materials, equipment and tools, carry out the work for design development for upgrading the System of Vibration Diagnostics of Bureyskaya HPP Hydraulic Units, Inventory No. 8059, and deliver the result thereof to the Customer, and the Customer shall create the conditions prescribed by the Agreement for the Customer to perform the Work, accept its result and pay the cost of the Work stipulated by the Agreement.

Price of the Agreement (cost of the Work performed under the Agreement):

Seven million six hundred and twenty-eight thousand four hundred and ninety-three, 50/100 (7,628,493.50) rubles, including VAT (18 %) of one million six hundred and sixty-three thousand six hundred and sixty-eight, 50/100 (1,163,668.50) rubles.

Work period:

Work commencement: August 3, 2013

Work completion: February 13, 2014.

Term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.The terms of the Agreement apply to the relations of the Parties arising from August 3, 2013.


Voting results:

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

"Against" – 0.

"Abstain" – 0.


The Agreement made between JSC RusHydro and JSC Lenhydroproject is recognized a non arm’s-length transaction in accordance with Article 81 of the Federal Law On Joint-Stock Companies, as the member of the Management Board of RusHydro, S.M. Voskresensky, is simultaneously the Chief Executive Officer of JSC Lenhydroproject.

Pursuant to 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 by a majority vote of independent directors not holding an interest in the transaction.

In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod recognized a dependent director as per Article 83 of the Federal Law On Joint-Stock Companies, is not taken into account, as he is the Chairman of the Management Board of JSC RusHydro.


Resolution adopted.


Item 4: OnApproval of the annual complex procurement program of JSC RusHydro for 2014.


Resolution:

1. Approve the annual complex procurement program of JSC RusHydro for 2014 (Appendix 4 to the minutes).


Voting results:


"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.Yu. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.V. Dod, V.M. 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.


2. In pursuance of the road map “Expanding SME access to procurement conducted by infrastructure monopolies and publicly owned companies” approved by Order of the Russian Government No. 867-r of May 29, 2013, entrust the Chairman of the Company's Management Board, E.V. Dod, with ensuring, within a 45-day period, the adoption of resolutions pertaining to:


2.1. Creation of an advisory body responsible for the public audit of the efficiency of procurement held, including the use of cutting-edge technology solutions (hereinafter - the “Advisory Body”), which is to provide for an inclusion of representatives of public SME associations (including procurement associations), industrial, scientific and educational institutions and technology platforms.


2.2. Drawing up of regulations on the activity of the Advisory Body, providing for a procedure for its creation and operations and ensuring efficient interaction between JSC RusHydro and small and medium businesses while observing commercial and state secrets in accordance with the recommendations provided by the Ministry of Economic Development of the Russian Federation.


2.3. Ensuring maximum transparency of the Advisory Body’s activities.


2.4. Development, with the participation of the Advisory Body representatives, approval and introduction of regulations on the procedure and rules for the implementation of innovative solutions in the customer's business.


2.5. Ensuring control over the performance of the “one window” system of JSC RusHydro to implement innovative products and results of research, development and technological work performed by small and medium businesses, and ensuring mutual transfer of technologies.


2.6. Amending the regulations on procurement of other regulatory documents of JSC RusHydro, in the case, for example, of approval of any peculiarities of procurement from small and medium businesses based on separate documents, to include an obligation for annual allocation in the structure of procurement of lots for the procurement of innovative products instead of traditional ones in the amount of at least 20 % of the annual volume of procurement of the type of standard products that may be replaced with innovative products developed by small and medium businesses and assessed for their security and fail-safety compliance in accordance with the regulations on the procedure and rules for implementing innovative solutions, and subject to the following conditions:

  • If there are no innovative proposals within the procurement procedure, standard products will be purchased, which is to be stated in the procurement documents
  • Information about the plans of forming lots for the procurement of innovative products instead of traditional ones shall be published in free access on the website of JSC RusHydro and on the federal website for the support and development of small and medium business in the Russian Federation.


2.7. Making amendments to the regulations on procurement or other regulatory documents of JSC RusHydro, under which only small and medium businesses are bidders, providing for:

  • The right to be provided by the customer to SME to choose the terms of bid security either as a bank guarantee or a monetary security, and introduction of additional (to the bank guarantee and monetary security) terms of bid security and enabling SME to choose bid security terms.
  • Mandatory return by the customer of the bid security within 7 business days after summarizing the procurement results to all SME bidders, except for the bidders ranked first and second.
  • Mandatory return by the customer of the bid security to the bidders ranked first and second based on the procurement results within 7 business days after signing the contract.
  • Incurrence by the customer of an obligation to limit the period from the date of summarizing the procurement results to the date of signing the contract with small and medium businesses to 20 business days.
  • Incurrence by the customer of an obligation to establish a maximum payment period for the completed work after signing the closing documents for contracts under which the contractor is a SME of no more than 10 business days, and for goods providing for a deferred payment as a security of obligations of the supplier (contractor, executor) of no more than 10 business days after the fulfillment of obligations secured by the deferred payment.
  • Providing for an assignment of claims under the contracts made by small and medium businesses with customers for the benefit of credit institutions (factoring).


2.8. Development, in cooperation with the Ministry of Energy of Russia and SME associations, of pilot partnership programs subject to methodological guidelines for the implementation of pilot partnership programs between customers and small and medium businesses within 45 days after their approval by federal executive authorities.Ensure prompt adoption of pilot programs and commencement of their implementation with small and medium business.


2.9.Development and introduction of a binding performance criterion for the management of JSC RusHydro – the share of procurement from small and medium businesses, including procurement of innovative goods (work and services), research, development and technological work (hereinafter - the "share of procurement"). The share of procurement must be determined based on statistical information compiled quarterly by the customer about the participation of small and medium businesses in procurement conducted by customers, including procurement of innovative goods (work or services), research, development and technological work.At that, system measures must be developed for incentivizing (punishing) the management for the attainment of (failure to attain) the said performance criterion (as part of RusHydro financial performance).


2.10. Making amendments to the documents of JSC RusHydro on compiling the relevant statistical information, and extending the performance criteria for the top management of JSC RusHydro to include binding parameters characterizing the company’s innovation development:

  • Labor efficiency with at least 5 % annual growth to attain industry average values characteristic of similar foreign companies by 2018
  • At least 5 % annual saving of power resources to attain industry average values characteristic of similar foreign companies by 2018
  • Environmental compatibility of goods production and work performance at least at the level characteristic of similar foreign companies.


2.11. Increasing the share of electronic procurement in the total annual volume of open competitive procurement:

  • By at least 40 % by December 31, 2014
  • By at least 45 % by December 31, 2015
  • By at least 50 % by December 31, 2016
  • By at least 60 % by December 31, 2017
  • By at least 70 % by December 31, 2018.


2.12. Development of proposals on simplifying RusHydro procurement procedures for small and medium businesses by reducing, simplifying and standardizing the forms of documents required for SME to bid in customers’ procurement.


2.13. Development of a methodology for defining the life cycle of goods, work and services being the subject of procurement.


2.14. Development and implementation into the procurement procedures of a criterion for evaluating and comparing the bids “the cost of the life cycle of goods or facility created as result of the work” with a possibility of entering into a life cycle contract following the procurement based on the developed methodology for the procurement of innovative products (including instead of the traditional ones) and high-technology and/or technically complex products.


2.15. Ensuring procurement of innovative products (including instead of traditional ones) and high-technology or technically complex products applying the criterion "the cost of the life cycle of goods or facility created as a result of the work" with a possibility of entering into a life cycle contract.


2.16. Providing for a respective section to be included in the Company's annual report on the efficiency of JSC RusHydro procurement system, including in respect of procurement from small and medium businesses.


Voting results:


"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.Y. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.V. Dod, V.M. 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 5:On(approval of) amendments to the Resolution on the Issue of shares and the Securities Prospectus:


5.1. On (approval of) amendments to the Resolution on the issue of non-convertible interest-bearing certificated bearer bonds with mandatory centralized storage of series 09.


Resolution:

Due to the amendments made to the laws on the securities market in terms of the possibility of extending the period for the placement of equity securities, and in terms of the procedure for accounting the rights to equity securities with mandatory centralized storage, as well as other amendments as required by individual provisions of Federal Law No. 282-FZ On Making Amendments to Individual Regulations of the Russian Federation and Rendering Individual Provisions of the Regulations of the Russian Federation Void d/d December 29, 2012, effective from January 2, 2013, make (approve) the amendments to the Resolution on the issue of securities – non-convertible interest bearing certificated bearer bonds of series 09 with mandatory centralized storage in the amount of ten million (10,000,000) pieces with a nominal value of one thousand (1,000) rubles each for the total nominal value of ten billion (10,000,000,000) rubles maturing on the three thousand six hundred and fortieth (3,640th) day from the placement of the issue bonds placed by public subscription, with a possibility of preterm redemption at the holders' request and at the Issuer's discretion (hereinafter - "09 series bonds”), approved by the Resolution of the RusHydro Board of Directors of October 31, 2012 (Minutes No. 164 d/d October 30, 2012).


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


5.2.OnMaking (approval) of amendments to the Resolution on the issue of non-convertible interest-bearing certificated bearer bonds with mandatory centralized storage of series 10.


Resolution:

Due to the amendments made to the laws on the securities market in terms of the possibility of extending the period for the placement of equity securities, and in terms of the procedure for accounting the rights to equity securities with mandatory centralized storage, as well as other amendments as required by individual provisions of Federal Law No. 282-FZ On Making Amendments to Individual Regulations of the Russian Federation and Rendering Individual Provisions of the Regulations of the

Russian Federation Void d/d December 29, 2012, effective from January 2, 2013, make (approve) the amendments to the Resolution on the issue of securities – non-convertible interest bearing certificated bearer bonds of series 10 with mandatory centralized storage in the amount of ten million (10,000,000) pieces with a nominal value of one thousand (1,000) rubles each for the total nominal value of ten billion (10,000,000,000) rubles maturing on the three thousand six hundred and fortieth (3,640th) day from the placement of the issue bonds placed by public subscription, with a possibility of preterm redemption at the holders' request and at the Issuer's discretion (hereinafter - "10 series bonds”), approved by the Resolution of the RusHydro Board of Directors of October 31, 2012 (minutes No. 164 d/d October 30, 2012).


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.


Resolution adopted.


5.3. On Making (approval) of amendments to the Prospectus of non-convertible interest bearing certificated bearer bonds with mandatory centralized storage of series 07, series 08, series 09 and series 10 regarding the bonds of series 09 and series 10.


Resolution:

Due to the amendments made to the laws on the securities market in terms of the possibility of extending the period for the placement of equity securities and in terms of the procedure for accounting the rights to equity securities with mandatory centralized storage, as well as other amendments as required by individual provisions of Federal Law No. 282-FZ On Making Amendments to Individual Regulations of the Russian Federation and Rendering Individual Provisions of the Regulations of the Russian Federation Void of December 29, 2012, effective from January 2, 2013, make (approve) the amendments to the Prospectus of Securities (approved by the resolution of RusHydro Board of Directors of October 30, 2012 (minutes No. 164 d/d October 30, 2012):

  • Non-convertible interest bearing certificated bearer bonds of series 07 with mandatory centralized storage in the amount of ten million (10,000,000) pieces with a nominal value of one thousand (1,000) rubles each for the total nominal value of ten billion (10,000,000,000) rubles maturing on the three thousand six hundred and fortieth (3,640th) day from the first date of placement of the issue bonds placed by public subscription with a possibility of preterm redemption at the holders' request or at the Issuer's discretion.
  • Non-convertible interest bearing certificated bearer bonds of series 08 with mandatory centralized storage in the amount of ten million (10,000,000) pieces with a nominal value of one thousand (1,000) rubles each for the total nominal value of ten billion (10,000,000,000) rubles maturing on the three thousand six hundred and fortieth (3,640th) day from the first date of placement of the issue bonds placed by public subscription with a possibility of preterm redemption at the holders' request or at the Issuer's discretion.
  • Non-convertible interest bearing certificated bearer bonds of series 09 with mandatory centralized storage in the amount of ten million (10,000,000) pieces with a nominal value of one thousand (1,000) rubles each for the total nominal value of ten billion (10,000,000,000) rubles maturing on the three thousand six hundred and fortieth (3,640th) day from the first date of placement of the issue bonds placed by public subscription with a possibility of preterm redemption at the holders' request or at the Issuer's discretion.
  • Non-convertible interest bearing certificated bearer bonds of series 10 with mandatory centralized storage in the amount of ten million (10,000,000) pieces with a nominal value of one thousand (1,000) rubles each for the total nominal value of ten billion (10,000,000,000) rubles maturing on the three thousand six hundred and fortieth (3,640th) day from the first date of placement of the issue bonds placed by public subscription with a possibility of preterm redemption at the holders' request or at the Issuer's discretion;

in respect of Series 09 bonds and Series 10 Bonds.


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.


Resolution adopted.


Item 6: On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of the governing bodies of the Company’s subsidiaries and affiliates:


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

Approval of a general contract agreement for the construction of a combined heat and power plant in Sovetskaya Gavan, being a major transaction.


Resolution:

Commission representatives of JSC RusHydro to vote at the General Meeting of Shareholders of TPP in Sovetskaya Gavan, CJSC on the “Approval of the general contract agreement for the construction of TPP in Sovetskaya Gavan, qualified as a major transaction, “FOR” the following resolution:

Approve the general contract agreement for the construction of TPP in Sovetskaya Gavan (hereinafter - the “Agreement”) entered into by TPP in Sovetskaya Gavan, CJSC based on the open two-stage tender for the right to enter into a contract agreement on the lot: General contract for the construction of the facility “Construction of TPP in Sovetskaya Gavan, Khabarovsk Krai”, qualified as a major transaction, on the following material terms:


Parties to the Agreement:

Customer – TPP in Sovetskaya Gavan, CJSC

General Contractor – the best bidder in the open two-stage tender for the contract agreement on the lot: General contract for the construction of the facility “Construction of TPP in Sovetskaya Gavan, Khabarovsk Krai” (Lot No. 1-KS-2013-SGTETs) held through the Information and Analytical, Trade and Operating System “Market of Products, Services and Technologies for the Power Industry" (http://www.b2b-energo.ru) (hereinafter - the “Tender”).


Subject of the Agreement:

The General Contractor shall perform or ensure performance of the whole scope of Work in accordance with the technical documents and deliver to the Customer completed, fully equipped, installed and warranty tested the operated Facility connected to the External Infrastructure, ensuring the attainment of the Guaranteed Performance Indicators, along with all related documents, and the Customer shall accept the result of the Work and pay the contract price.


Facility – TPP in Sovetskaya Gavan with electric capacity of at least 126 MW and heat capacity of at least 200 Gcal/h, including, without limitation to the list provided, buildings, structures, utilities, primary and auxiliary equipment, being a combination of hazardous production facilities subject to registration with the state register of hazardous production facilities supervised by the Federal Environmental, Industrial and Nuclear Supervision Service.


External Infrastructure – railroad, water pipe, sewage, communication cables, power transmission lines, heating main, rack, other supply sources, utility lines and systems, motor roads outside the borders of the construction site that refer to the external utilities of the Facility and which are required to ensure its normal operation.


Guaranteed Performance Indicators:

  1. Installed electric capacity (net) – at least one hundred and ten (110) MW
  2. Installed heat capacity (net) – at least one hundred and seventy (170) Gcal/h
  3. Efficiency factor for produced power – at least thirty-nine point forty-three (39.43) %
  4. Average noise level 1 meter from [the equipment under GOST 12.1.002] – no more than eighty (80) dBA, and no more than forty-five (45) dBA at the borders of the estimated sanitary zone
  5. Content of nitrogen oxides in exhaust gases of power boilers/auxiliary boiler – no more than 470/250 mg/nm3 (with the air excess factor of 1.4)
  6. CO content in exhaust gases of power boilers/auxiliary boiler – no more than 400/300 mg/m3
  7. Content of solid particles in exhaust gases after electric filters – no more than 150 mg/nm3


Work – the entire scope of work, services and supplies that are or may be required of the General Contractor under the Agreement, including supplies of equipment and materials under the Agreement and Appendices thereto, including the work for elimination of defects, and any other work required for the General Contractor to perform its obligations under the Agreement, regardless of whether such work is stipulated by the Agreement or not.


Price of the Agreement:

The limit price of the Work under the Agreement is determined based on the Tender results and amounts to fifteen billion nine hundred and eighty-three million one hundred and thirty-eight thousand one hundred and forty, 00/100 (15,983,138,140.00), including VAT.


Facility construction period:

In accordance with the tender documents – 30 months from the date of the agreement.The period under the agreement is determined based on the results of the Tender.


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.


Resolution adopted.


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

“Approval of a general contract agreement for the construction of the facility “Second phase of Blagoveshchenskaya HPP”, qualified as a major transaction”.


Resolution:

Commission representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Blagoveshchenskaya TPP, CJSC on the “Approval of the general contract agreement for the construction of the facility "Second phase of Blagoveshchenskaya TPP”, qualified as a major transaction” FOR the following resolution:

Approve the general contract agreement for the construction of the facility “Second phase of Blagoveshchenskaya TPP” (hereinafter - the “Agreement”) made by Blagoveshchenskaya TPP based on the open two-stage tender for the contract agreement on the lot:General contract for the construction of the facility "Second phase of Blagoveshchenskaya TPP” with “turn-key” general contractor functions, being a major transaction, on the following material terms:


Parties to the Agreement:


Customer – Blagoveshchenskaya TPP, CJSC


General Contractor – the best bidder in the open two-stage tender for the contract agreement on the lot: General contract for the construction of the facility “Second phase of Blagoveshchenskaya TPP” with “turn-key” general contractor functions (Lot No. 1-KS-2013-BTETs-2) held through the Information and Analytical, Trade and Operating System “Market of Products, Services and Technologies for the Power Industry" (http://www.b2b-energo.ru) (hereinafter - the “Tender”)


Subject of the Agreement:

The General Contractor shall perform or ensure performance of the entire scope of Work in accordance with the technical documents and deliver to the Customer completed, fully equipped, installed and warranty tested the operated Facility connected to the external infrastructure, ensuring the attainment of the Guaranteed Performance Indicators, along with all related documents, and the Customer shall accept the result of the Work and pay the contract price.


Facility – the second phase of Blagoveshchenskaya TPP with electric capacity of at least 120 MW and heat capacity of 188 Gcal/h, increasing the installed electric capacity of the functioning Blagoveshchenskaya TPP to 400 MW and its heat capacity to 1005 Gcal/h, including, without limitation to the list provided, buildings, structures, utilities, primary and auxiliary equipment, being a combination of hazardous production facilities subject to registration with the state register of hazardous production facilities supervised by the Federal Environmental, Industrial and Nuclear Supervision Service.


External Infrastructure – the existing infrastructure. The borders of the construction sites are within the industrial site of Blagoveshchenskaya TPP, except the building of the onshore pump station, ash and slag pipe rack and rail site, which refer to the outside utilities of the Facility and are required to ensure its normal operation.


Guaranteed Performance Indicators:

  1. Installed electric capacity (net) – at least one hundred and thirteen (113) MW
  2. Installed heat capacity (net) – at least one hundred and seventy (177) Gcal/h
  3. Efficiency factor for produced power – at least forty (40) %
  4. Average noise level 1 meter from [the equipment under GOST 12.1.002] – no more than eighty (80) dBA, and no more than forty-five (45) dBA at the borders of the estimated sanitary zone
  5. Content of nitrogen oxides in exhaust gases (air emission) with α=1.4 for at least three hundred (300) mg/nm3.


Work – the entire scope of work, services and supplies that are or may be required of the General Contractor under the Agreement, including supplies of equipment and materials under the Agreement and Appendices thereto, including the work on elimination of defects, and any other work required for the General Contractor to perform its obligations under the Agreement, regardless of whether such work is stipulated by the Agreement or not.


Price of the Agreement:

The limit price of the Work under the Agreement is determined based on the results of the Tender and amounts to seven billion nine hundred and sixteen million five hundred and seven thousand six hundred and seventy-five, 00/100 (7,916,507,675.00) rubles.


Facility construction period:

In accordance with the tender documents – 21 months from the date of the contract.The period under the agreement is determined based on the results of the Tender.


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.


Resolution adopted.


6.3. Onstationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of the governing bodies of Yakutskaya GRES-2, CJSC:

“Approval of a general contract agreement for the construction of Yakutskaya GRES-2 (1st phase), qualified as a major transaction”.


Resolution:

Commission representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Yakutskaya GRES-2, CJSC on the “Approval of the general contract agreement for the construction of Yakutskaya GRES-2 (1st phase), qualified as a major transaction” FOR the following resolution:

Approve the general contract agreement for the construction of Yakutskaya GRES-2 (1st phase) (hereinafter - the “Agreement”)between Yakutskaya GRES-2, CJSC based on the results of the open one-stage tender without a preliminary qualification selection of bidders for the right to enter into the contract agreement on the lot: General contract for the construction of the facility "Yakutskaya GRES-2 (1st phase) with “turn-key” general contractor functions, being a major transaction, on the following material terms:


Parties to the Agreement:

Customer – Yakutskaya GRES-2, CJSC

General Contractor – the Best Bidder in the open one-stage tender without preliminary qualification selection of bidders for the right to enter in the contract agreement on the lot: General contract for the construction of the facility “Yakutskaya GRES-2 (1st phase) with “turn-key” general contractor functions (Lot No. 11-KS-2013-YaGRES-2) held through the Information and Analytical, Trade and Operating System “Market of Products, Services and Technologies for the Power Industry" (http://www.b2b-energo.ru) (hereinafter - the “Tender”)


Subject of the Agreement:

The General Contractor shall perform or ensure performance of the entire scope of Work in accordance with the technical documents and deliver to the Customer completed, fully equipped, installed and warranty tested the operated Facility connected to the External Infrastructure, ensuring the attainment of the Guaranteed Performance Indicators, along with all related documents, and the Customer shall accept the result of the Work and pay the contract price.


Facility – Yakutskaya GRES-2 with electric capacity of at least 193.48 MW and heat capacity of at least 469.6 Gcal/h, including, without limitation to the list provided, buildings, structures, utilities, primary and auxiliary equipment, being a combination of hazardous production facilities subject to registration with the state register of hazardous production facilities supervised by the Federal Environmental, Industrial and Nuclear Supervision Service.


External Infrastructure – gas pipe, water pipe, sewage, communication cables, power transmission lines, heating main, rack, other supply sources, utility lines and systems, motor roads outside the borders of the construction site that refer to the external utilities of the Facility and are required to ensure its normal operation.


Guaranteed Performance Indicators:

  1. Installed electric capacity (net) – at least one hundred and seventy-four point forty-eight (174.48) MW
  2. Installed heat capacity (net) – at least four hundred and thirteen point seven (413.7) Gcal/h
  3. Efficiency factor for produced power – at least forty (40) %
  4. Average noise level 1 meter from [the equipment under GOST 12.1.002] – no more than eighty (80) dBA, and no more than forty-five (45) dBA at the borders of the estimated sanitary zone
  5. Content of nitrogen oxides in exhaust gases (air emission) with O2 content of 15 % for gas turbines – no more than fifty (50) mg/nm3, with α=1.4 for peak boilers run with gas – no more than one hundred and five (125) mg/nm3, with α=1.4 for peak boilers run with diesel fuel – no more than two hundred and fifty (250) mg/nm3.


Work – the entire scope of work, services and supplies that are or may be required of the General Contractor under the Agreement, including supplies of equipment and materials under the Agreement and Appendices thereto, including the work for elimination of defects, and any other work required for the General Contractor to perform its obligations under the Agreement, regardless of whether such work is stipulated by the Agreement or not.


Price of the Agreement:

The limit price of the Work under the Agreement is determined based on the Tender results and amounts to nineteen billion six hundred and eighty-seven million eight hundred and seventy-eight thousand four hundred and fifty, 00/100 (19,687,878,450.00) rubles including VAT.


Facility construction period:

In accordance with the tender documents – 24 months from the date of the contract.The period under the agreement is determined based on the results of the Tender.


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


6.4. On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of the governing bodies of Yakutskaya GRES-2, CJSC:

Approval of an equipment supply agreement (4 sets of gas-turbine power units of Yakutskaya GRES-2 (1st phase)), being a major transaction.


Resolution:

Commission representatives of JSC RusHydro to vote at the General Meeting of Shareholders of Yakutskaya GRES-2, CJSC on the “Approval of the equipment supply agreement (4 sets of gas-turbine power units of Yakutskaya GRES-2 (1st phase)), qualified as a major transaction” FOR the following resolution:

Approve the equipment supply agreement (4 sets of gas-turbine power units of Yakutskaya GRES-2 (1st phase)) (hereinafter - the “Agreement”) made by Yakutskaya GRES-2, CJSC based on the results of the open one-stage tender for the right to enter into the agreement on the lot: Complete gas-turbine unit (GTU) with a gas turbine, air compressor and turbo-generator (Lot No. 1-KS-2013-YaGRES-2), qualified as a major transaction, on the following material terms:


Parties to the Agreement:

Buyer – Yakutskaya GRES-2, CJSC

Seller – the best bidder in the open one-stage tender for the agreement on the lot: Complete gas-turbine unit (GTU) with a gas turbine, air compressor and turbo-generator (Lot No. 1-KS-2013-YaGRES-2) held through the Information and Analytical, Trade and Operating System “Market of Products, Services and Technologies for the Power Industry" (http://www.b2b-energo.ru) (hereinafter - the “Tender”).


Subject of the Agreement:

The Seller shall produce and supply the Equipment (GTU) in accordance with the technical requirements for the supply of a complete gas-turbine unit.

The Equipment (GTU) – the main component and auxiliary equipment, including four (4) sets of gas-turbine power units.

The main component – a constructively combined gas turbine, air compressor, combustion chamber, fuel system for the operation of the related reducer and electric generator, both on gas fuel and on liquid fuel, module of intake air filters, module of additional systems and the system of the Unit control.


Auxiliary equipment – the equipment of technical systems intended to ensure normal functioning and preventive maintenance of the primary process equipment.


The values of the basic GTU parameters (as per ISO parameters of the ambient air):


No.

Parameter

Numeric Value

1.

GTU efficiency factor in the rated mode at generator terminals, %

Min 37.5

2.

Electric capacity, MW

40-50

3.

Heat capacity, MW (Gcal/h)

40 (35) – 50 (43)

4.

Gas temperature at the cross section of the GTU exhaust pipe, 0С

445-470

5.

Generator rotation frequency, rpm:

3000

6.

Generator voltage, kV

10.5

The supplied Equipment must meet the following guaranteed indicators under ISO 2314 (GOST R 52782-2007):

  • Power unit capacity at generator terminals of at least 40 to 50 MW
  • Specific heat consumption of up to 9,040 kJ/kW*h
  • NOx emissions not to exceed 50 mg/nm3
  • Noise level of up to 85 dB (A) on average with rated loading (measured 1 meter from the unit in open space at 1.5 m above the base level).


Price of the Agreement:

The limit price under the Agreement is determined based on the Tender results and amounts to four billion eight million eight hundred and sixty-three thousand eight hundred and ninety-eight, 73/100 (4,008,863,898.73) rubles, including VAT.


Equipment supply period:

In accordance with the tender documents – within 19 months from the date of the agreement.The supply deadline under the agreement is determined based on the Tender results.


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, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstain" – 0.

Resolution adopted.


Item 7: On Approval of the collective agreement of JSC RusHydro.

Resolution:

  1. Approve the Collective Agreement of RusHydro Branches for 2014-2016 (Appendix 5 to the minutes).
  2. Commission the Chairman of the Company’s Management Board, E.V. Dod, to ensure the conclusion of collective agreements of the Company's branches for 2014-2016 in accordance with the approved Collective RusHydro Branch Agreement for 2014-2016.


Voting results:


"For" – 12 (B.I. Ayuev, Dr. K.A. Berndt, A.Y. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.V. Dod, V.M. 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.


Chairman of

the Board of Directors                                                                         M.I. Poluboyarinov


Corporate Secretary                                                                            M.V. Zavalko

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