Minutes of 15.10.2013 №188

MINUTES No. 188

OF THE MEETING OF THE BOARD OF DIRECTORS


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

October 15, 2013, 16 hours 00 minutes

(Moscow time).

Minutes date:

October 15, 2013

Holding form:

Absentee vote

Place of vote count:

7, Malaya Dmitrovka Str., Moscow

RusHydro JSC

Number of elected members of the Board of Directors:

13 individuals

Members of the Board of Directors

who participated in the Meeting:



B.I. Ayuyev,


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,


M.I. Poluboyarinov,


V.M. Stolyarenko,

S.V. Shishin.

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


AGENDA OF THE MEETING:

  1. On approval of the amended Regulations on Committees of the Company's Board of Directors.
  2. On changes in the structure of Committees of the Board of Directors of JSC RusHydro.
  3. On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agendas of management bodies of subsidiaries and affiliates.
  4. On the Company's credit policy.
  5. On amendments to the Company's Articles of Association.
  6. On approval of the amended annual procurement program of JSC RusHydro for 2013.
  7. On execution of resolutions of the Government of the Russian Federation.
  8. On approval of the Company’s transactions.

VOTE RESULTS REGARDING AGENDA ITEMS:


Item No. 1: On approval of the amended Regulations on Committees of the Company's Board of Directors.


Resolution:


1. Approve the amended Regulation on the Audit Committee of the Board of Directors of the Company (Annex No. 1 to the Minutes).

2. Approve the amended Regulation on the Investment Committee of the Board of Directors of the Company (Annex No. 2to the Minutes).

3. Approve the amended Regulation on the Human Resources and Compensation Committee of the Board of Directors of the Company (Annex No. 3 to these Minutes).

4. Approve the amended Regulation on the Reliability, Energy Efficiency and Innovations Committee of the Board of Directors of the Company (Annex No. 4 to the Minutes).

5. Approve the amended Regulation on the Strategy Committee of the Board of Directors of the Company (Annex No.5 to the Minutes).


Voting results:


"For" – 12 (B.I. Ayuyev, 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, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 2: On changes in the structure of Committees of the Board of Directors of JSC RusHydro.


Resolution:

1. Determine the number of members of the Strategy Committee of the Board of Directors – 10 individuals.

2. Determine the number of members of the Investment Committee of the Board of Directors – 11 individuals.

3. Elect Maria Tikhonova, the Secretary of the Interdepartmental Commission on the Analysis of Efficiency of the Fuel and Energy Complex Companies, as a new member of the Strategy Committee and Investment Committee of the Company's Board of Directors.


Voting results:


"For" – 12 (B.I. Ayuyev, 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, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 3: On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agendas of management bodies of the Company’s subsidiaries and affiliates:


3.1. On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agendas of the Board of Directors of JSC Yakutskenergo:

"On execution of transactions (including some inter-related transactions) by Yakutskenergo JSC, related to alienation or possibility of alienation of the Company's property, represented by fixed assets, intangible assets, assets under construction, the purpose of which is production, transmission, dispatch, distribution of electric and thermal energy."


Resolution:

Instruct the representatives of RusHydro JSC in the Board of Directors of Yakutskenergo JSC regarding the item "On execution of transactions (including some inter-related transactions) by Yakutskenergo JSC, related to alienation or possibility of alienation of the Company's property, represented by fixed assets, intangible assets, assets under construction, the purpose of which is production, transmission, dispatch, distribution of electric and thermal energy", to vote "FOR" adoption of the following resolution:


"1. Approve execution of inter-related transactions by Yakutskenergo JSC, the subject of which is property represented by fixed assets, the purpose of which is generation, transmission, dispatch and distribution of electric energy, generation and transmission of thermal energy:


1) Exchange Agreement being concluded on the following terms:


Parties to the Agreement:

Yakutskenergo JSC, Sakhaenergo JSC;


Subject of the Agreement:

Yakutskenergo JSC transfers the ownership of the building and equipment of Mini-TPP located in Deputatsky settlement, of Ust-Yansky District of the Sakha Republic (Yakutia), specified in Annex No. 6to the Minutes, to Sakhaenergo JSC.


JSC Sakhaenergo transfers to JSC Yakutskenergo its shares of additional issue in the amount of 54,800,290 (fifty-four million eight hundred thousand two hundred ninety) with par value of 10 (ten) rubles per share placed through private subscription.


Price of the transaction:

The cost of the exchanged property is recognized as equal and amounts to 548,002,900 (five hundred forty-eight million two thousand nine hundred) rubles exclusive of VAT.


2) Sales and Purchase Agreement being concluded on the following terms:


Parties to the Agreement:

Yakutskenergo JSC – the Seller, Sakhenergo JSC – the Buyer;


Subject of the Agreement:

Yakutskenergo JSC shall transfer the ownership of machinery and equipment of Mini-TPP located in Deputatsky settlement of Ust-Yansky District of the Sakha Republic (Yakutia), specified in Annex No.7to the Minutes, and Sakhenergo JSC shall accept it and shall pay for it.


Price of the transaction:

Sakhenergo JSC pays for the property specified in Annex No. 7 to the Minutes with funds in the amount of 87,351,822 (eighty-seven million three hundred fifty-one thousand eight hundred twenty-two) rubles 80 kopecks, plus VAT 15,723,328 (fifteen million seven hundred twenty-three thousand three hundred twenty-eight) rubles 10 kopecks, a total of 103,075,150 (one hundred three million seventy-five thousand one hundred fifty) rubles 90 kopecks including VAT.


2. According to Subparagraph 4 of Paragraph 12.1 of the Articles of Association of Yakutskenergo JSC determine the price (monetary value) of property, which is subject of inter-related transactions, in the amount of not less than 635,354,722 (six hundred thirty-five million three hundred fifty-four thousand seven hundred twenty-two) rubles 80 kopecks excluding VAT."


Voting results:


"For" – 12 (B.I. Ayuyev, 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, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 4: On the Company's borrowing policy:


4.1. On approval of limit of net foreign exchange position of the Company denominated in foreign currency.


Resolution:

According to Paragraph 4.5.4 of Section 4 of the Borrowing Policy Regulation of JSC RusHydro, approved by the Board of Directors of the Company on July 29, 2010 (Minutes No. 104 dated August 02, 2010), approve the limit of net foreign exchange position of the Company applied to the agreements denominated in foreign currency (or with settlements in rubles, but with attachment of the amount of requirements or liabilities of the Company to foreign exchange rate alteration) in the amount of the equivalent to 100 (one hundred) million US dollars.


Voting results:


"For" – 12 (B.I. Ayuyev, 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, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 5: On amendments to the Company's Articles of Association.


Resolution:


Amend the Articles of Association of JSC RusHydro according to Annex No.8 to the Minutes.


Voting results:


"For" – 12 (B.I. Ayuyev, 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, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No. 6: On approval of the amended annual procurement program of JSC RusHydro for 2013.


Resolution:


Amend the Annual Procurement Program of JSC RusHydro for 2013 (approved by Resolution of the Board of Directors No. 170 on December 24, 2012) stating sections Expenses for Technical Re-Equipment and Reconstruction of Branches and Executive Management of JSC RusHydro – IT Department for 2013 – Expenses for Re-Equipment and Reconstruction according to Annex No. 9 to the Minutes.


Voting results:


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

"Against" – 0.

"Abstained" – 1 (D.S. Morozov).


Resolution adopted.


Item No. 7: On execution of resolutions of the Government of the Russian Federation.


Resolution:


Instruct the Management Board of JSC RusHydro to provide for:

1. Implementation of necessary corporate measures in JSC Far East Distribution Grid Company followed by adoption of the following resolutions:

1) add the indicator ‘To adhere to terms of making utility connection’ to the list of key performance indicators of CEO of JSC Far East Distribution Grid Company and heads of the company’s affiliates responsible for electricity supply and utility connection

Calculate the indicator annually according to the Order of the Ministry of Energy of the Russian Federation No. 296 dated June 29, 2010.

2) make the amendments to the employment contract of CEO of JSC Far East Distribution Grid Company and heads of the company’s affiliates responsible for electricity supply and utility connection in accordance with the addition to the list of KPIs according to Paragraph 1 of this draft resolution.

2. Development of the procedure to evaluate the new key performance indicator and target values for 2014 for JSC Far East Distribution Grid Company and the company’s affiliates responsible for electricity supply and utility connection, and to submit it for the Board of Directors’ approval till November 2013.Deadline: November 2013.


Voting results:


"For" – 12 (B.I. Ayuyev, 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, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin.).

"Against" – 0.

"Abstained" – 0.


Resolution adopted.


Item No.8: On approval of transactions executed by the Company:


8.1. On approval of the Suretyship Agreement between JSC RusHydro and JSC VTB Bank, qualified as an interested party transaction.


Resolution:


1. Determine that the price of property which may be alienated under the Suretyship Agreement between JSC RusHydro (hereinafter referred to as "the Company") and JSC VTB Bank (hereinafter referred to as "the Bank"), qualified as an interested party transaction (hereinafter referred to as "the Suretyship Agreement"), is determined as a combination of the following secured liabilities of the Borrower (Far East Distribution Grid Company JSC) according to the respective Loan Agreement.


- Loan limit – 4,500,000,000 (four billion five hundred million) rubles 00 kopecks

- Loan interest – not more than 8.39% per annum, based on the loan term: 1,825 days from the date of conclusion of the Loan Agreement

- Amount of liability for violation of the terms of the Loan Agreement


The price of property which may be alienated under the Suretyship Agreement doesn't exceed 15,075.57 million rubles.


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


Parties to the Agreement:


Creditor –VTB Bank JSC;

Surety – RusHydro JSC;

Beneficiary –Far East Distribution Grid Company JSC (the Borrower).


Subject of the Agreement: suretyship for discharge of the Borrower's liabilities to the Creditor under the Loan Agreement between JSC VTB Bank and JSC Far East Distribution Grid Company.


Loan Agreement Term Sheet:


Loan limit: 4,500,000,000 (four billion five hundred million) rubles 00 kopecks.


Loan term: 1,825 days from the date of conclusion of the Loan Agreement.


Loan interest: 8.39% per annum.


Sanction for overdue principal debt – 1/365 of the interest rate for each day of breach of obligation.


Sanction for overdue accrued and unpaid interest (fees) – 2/365 (366) of the interest rate for each day of breach of the liability.


Price of the Agreement:


is determined according to Paragraph 1 of this Resolution.


Term of the Agreement:


The Agreement becomes effective as of the moment of its signing by the Parties. Suretyship is provided for the period of 2,920 (two thousand nine hundred twenty) calendar days from the date of conclusion of the Agreement.


3. According to Paragraph 6.2.2.8 of the Regulation on Information Disclosure by Emitters of Equity Securities instruct the Management Board to disclose information about the legal entities which are parties and beneficiaries, material terms and price of the transaction, specified in Paragraphs 1 and 2 of this Resolution, after its approval according to the procedure, set by the laws of the Russian Federation.


Voting results:


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

"Against" – 0.

"Abstained" – 0.


The Agreement being concluded between RusHydro JSC and VTB Bank JSC is recognized as an interested party transaction according to Article 81 of the Federal Law On Joint-Stock Companies, as the shareholder of the Company – the Russian Federation, represented by the Federal Agency for State Property Management, contemporaneously owns more than 20% of voting shares of both RusHydro JSC and VTB Bank JSC.


According to Paragraph 3 of Article 83 of the Federal Law On Joint-Stock Companies resolution on this item is adopted by the Company's Board of Directors by a majority of votes of independent directors, not interested in the transaction.


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


Resolution adopted.


Chairman

of the Board of Directors                   M.I. Poluboyarinov

Corporate Secretary                          M.M. Lukyanova

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