Minutes of 28.03.2014 №195

MINUTES No. 195

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):

Friday, March 28, 2014, 17 hours 00 minutes

(Moscow time).

Minutes Date:

March 28, 2014

Holding form:

absentee vote.

Place of the vote count:

7 Malaya Dmitrovka St.,

RusHydro OJSC

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. On approval of the report on insurance protection of RusHydro.
  2. On approval of the report on implementation of the Company’s charitable and sponsor activities plan in 2013.
  3. On charitable and sponsor activities plan of RusHydro for 2014.
  4. On approval of internal documents of the Company.
  5. On stationing positions of RusHydro (RusHydro’s representatives) on the agendas of the boards of the Company’s subsidiaries and affiliates.
  6. On the report on implementation of comprehensive development program of Cheremushki settlement infrastructure for 2010-2014 in 2013.
  7. On execution of decisions of the Board of Directors of the Company.
  8. On approval of transactions made by the Company.


RESULTS OF VOTING ON THE AGENDA ITEMS:


Item 1: "On approval of the Report on insurance protection of JSC RusHydro in 2013.


Decision:

Approve the Report on insurance protection of JSC RusHydro in 2013 (Annex 1 to the Minutes).


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.

"Abstained" – 0.


Resolution adopted.



Item 2: On approval of the Report on Implementation of the Company’s charitable and sponsor activities plan in 2013.


Decision:

Approve the Report on Implementation of the Company’s charitable and sponsor activities plan in 2013. (Annex 2 to the Minutes of the Meeting).


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.

"Abstained" – 0.


Resolution adopted.



Item 3: On approval of charitable and sponsor activities plan of JSC RusHydro for 2014.


Decision:

Approve the charitable and sponsor activities plan of JSC RusHydro for 2014 (Annex 3 to the Minutes of the Meeting).


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.

"Abstained" – 0.


Resolution adopted.



Item 4: On approval of internal documents of the Company:

On approval of the revised Dividend Policy Regulation of RusHydro OJSC.


Decision:

Approve the amended Dividend Policy Regulation of RusHydro OJSC according to Annex 4 to the Minutes of the Meeting.


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.

"Abstained" – 0.


Resolution adopted.



Item 5: On stationing positions of RusHydro (RusHydro’s representatives) on the agendas of the boards of the Company’s subsidiaries and affiliates:

On the position of RusHydro OJSC (representatives of JSC RusHydro) regarding the agenda items of governing bodies of Small HPPs of Stavropolye and Karachaevo-Cherkessia LLC: On approval of the General Contract for Construction and Installation at the B. Zelenchuk Small-Scale HPP qualified as a major transaction.


It is resolved to:

Commission representatives of RusHydro OJSC to vote at the General Meeting of Shareholders of Small HPPs of Stavropolye and Karachaevo-Cherkessia LLC on “Approval of the general contract agreement for the construction and installation works at the B. Zelenchuk Small-Scale HPP qualified as a major transaction” FOR the following resolution:

Approve the general contract agreement for construction and installation works at the B. Zelenchuk Small-Scale HPP (hereinafter referred to as the Agreement) between Small HPPs of Stavropolye and Karachaevo-Cherkessia LLC and JSC ChirkeyGESstroy, qualified as a major transaction, with the following major terms and conditions:


Parties to the Agreement:

The Customer: MHPP LLC of Stavropol Krai and Karachay-Cherkessiya.

General Contractor: ChirkeyGESstroy OJSC


Subject Matter of the Agreement:

The General Contractor undertakes to construct the B. Zelenchuk Small-Scale HPP upon assignment from the Customer within the specified period, and the Customer undertakes to provide the General Contractor with the necessary conditions to perform the operations, accept the result, and pay the specified price.


The functional and qualitative properties of the B. Zelenchuk Small-Scale HPP shall comply with the parameters specified in the Design Documentation, including:

  • Installed capacity: 1.2 MW;
  • TWL: 1012.0 m;
  • MWL: 1012.5 m;
  • Tailwater level of the small scale HPP building: 1002.0 m max, 1001.0 m min;
  • Impeller axis level: 1003.0 m;
  • Static head: 10 m; high water period: 11 m in winter;
  • Working head at maximum flow: 9 m

Facility: - Small-Scale HPP at the water intake of the Bolshoi Zelenchuk River; location: Karachay–Cherkess Republic, Zelenchuk District, Dausuz, territory of the existing diversion unit on the Bolshoi Zelenchuk River, Zelenchuki–Kuban channel of Zelenchuk HPP.

Operations shall mean the entire complex of works and services rendered by the General Contractor and the materials and equipment delivered under the Agreement, including the elimination of identified defects. The Agreement may state special requirements for certain types of operations or the procedure of acceptance or payment.


Price of the Agreement:

The total price of operations performed by the General Contractor is RUB 97.995.363 (ninety-seven million nine hundred ninety-five thousand three hundred sixty-three rubles) 00 kopecks, including 18% VAT in the amount of 14.948.445 (fourteen million nine hundred forty-eight thousand four hundred forty-five) rubles 20 kopecks.


Work performance time:

Commencement of operations: December 27, 2013

Operations end date: June 01, 2015.


The Agreement becomes effective on the day it is signed by the Parties and shall be subject to approval by the General Meeting of Shareholders of MHPP LLC of Stavropol Krai and Karachay-Cherkessiya. The Agreement shall remain in force until the Parties have fully performed their obligations hereunder; the terms of the Agreement shall apply to the relations between the Parties arising on or after December 27, 2013. From the signature of the Agreement, all prior agreements, negotiations, and correspondence between the Parties on the matters regulated by the Agreement shall become void.


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.

"Abstained" – 0.


Resolution adopted.



Item 6: On the Report on Implementation of the 2010–2014 Program for Comprehensive Development of Infrastructure in the Urban Settlement of Cheremushki in 2013.


Decision:

On the report on implementation of comprehensive development program of Cheremushki settlement infrastructure for 2010-2014 in 2013 (Annex 5 to the Minutes of the Meeting).


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.

"Abstained" – 0.


Resolution adopted.



Item 7: On execution of decisions of the Board of Directors of the Company.


7.1. On approval of the report on technological assessment and price audit of the Kankunskaya HPP, Ussuriyskaya TPP, Leningradskaya PSPP investment projects for 2013.

.

Decision:

Approve the the report on technological assessment and price audit of the Kankunskaya HPP, Ussuriyskaya TPP, Leningradskaya PSPP investment projects for 2013.


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.

"Abstained" – 0.


Resolution adopted.



7.2. On approval of the list of investment projects implemented and planned for implementation within the RusHydro OJSC investment program earmarked for technological assessment and price audit in 2014.


Decision:

Approve the list of investment projects implemented (Annex 6 to the Minutes of the Meeting) and planned for implementation within the RusHydro OJSC investment program (Annex 7 to the Minutes of the Meeting) earmarked for technological assessment and price audit.in 2014.


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.

"Abstained" – 0.


Resolution adopted.



7.3. On execution of decisions of the Board of Directors of the Company.


Decision:

Move the deadlines for performance of the instructions of the Board of Directors of RusHydro OJSC according to Annex 8 to the Minutes of the Meeting.


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.

"Abstained" – 0.


Resolution adopted.



Item 8: Approval of transactions made by the Company:


8.1. On approval of non arm's-length transactions (related transactions).


Decision:

1. To determine the maximum price of the Credit Facility Agreement between the Company and Sberbank of Russia OJSC (hereinafter referred to as the Bank), qualified as an interested-party transaction (hereinafter referred to as the Agreement), as an aggregate of the following values:

  • the maximum amount of loan funds received from the Bank under the Agreement, which amounts to RUB 2,800,000,000 (two billion eight hundred million rubles);
  • interest on loan funds over the duration of the Agreement at the maximum floating rate, amounting to the total of the MosPrime 3M rate (where MosPrime (Moscow Prime Offered Rate) means the indicative rate of interest on loans in rubles offered by the leading participants of the Russian monetary market, calculated according to the Regulation on Formation of MosPrime Rate – Moscow Prime Offered Rate, Indicative Interest Rate for Ruble Loans, approved by the National Foreign Exchange Association (NFEA);
  • published by Thomson Reuters and NFEA at Reuters MOSPRIME1 page) and a fixed margin of 2.30 (two point three) percent p.a.

The price of property which may be disposed of under the Agreement shall be less than 2% of the book value of the Company assets as determined by the accounting records of the Company as of the last reporting date, December 31, 2013.


2. The Credit Facility Agreement (hereinafter referred to as the Agreement) to be executed between the Company and Sberbank of Russia OJSC, which is a non arm's length transaction, shall be approved on the following major terms:

Parties to the Agreement:

  • The Creditor: Sberbank of Russia OJSC;
  • The Borrower: RusHydro OJSC.

Subject Matter of the Agreement: The Borrower undertakes to provide funds (credit) to the Borrower by opening a credit facility, and the Borrower undertakes to repay the received credit to the Creditor and pay the interest on such credit and other fees, with the amount of payments, repayment period, and terms as specified in the Agreement.


The major terms of the Agreement shall be as follows:


Maximum amount of credit: RUB 2,800,000,000 (two billion eight hundred million rubles);

Credit interest: floating interest rate based on MosPrime 3M rate plus a fixed margin of 2.30 (two point three) percent p.a.;

Credit facility commitment fee: not more than 0.2 (zero point two) percent p.a. of the clear balance calculated according to the terms of the Agreement;

Early repayment fee: not more than 0.4 (zero point four) percent p.a. from the amount of the loan (or a part thereof) which is repaid before the repayment is due, collected in case of early repayment of the loan (or a part thereof) during the first 50% of the Duration of the Agreement (lending period).


Price of the Agreement: is determined according to clause 1 of this Resolution.


Duration of the Agreement (lending period): up to 10 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, the Management Board shall be instructed to disclose information about the legal entities which are the parties and beneficiaries of the approved transactions, material terms, and prices of the transactions specified in clauses 1 and 2 of this Resolution, after they are approved according to the procedure specified by the laws of the Russian Federation.


Voting results:

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

"Against" – 0.

"Abstained" – 0.


The Line of Credit Agreement, entered into between RusHydro OJSC and Sberbank of Russia OJSC, is qualified as an interested-party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as the close relative of Andrey Bugrov, Member of the Management Board at RusHydro OJSC, is Member of the Management Board of Sberbank of Russia OJSC.

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

During vote counting in relation to this item the votes of B.I. Ayuev, member of the Board of Directors of RusHydro OJSC, recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" an an interested party, and E.V. Dod, member of the Board of Directors of RusHydro OJSC, who at the same time holds the position of Chairman of the Management Board of RusHydro OJSC and is recognized according to Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director are not counted.


Resolution adopted.



8.2.: On approval of the Agreement between RusHydro OJSC and Noncommercial Partnership Hydropower of Russia, qualified as an interested-party transaction.


Decision:

1. To determine that the price (estimated monetary value) of works performed under the Agreement for Research, Development, and Technological Operations between RusHydro OJSC and Noncommercial Partnership Hydropower of Russia, qualified as an interested-party transaction, includes the value of the exclusive rights for the results of works, and amounts to RUB 80,001,784.55 (eighty million one thousand seven hundred eighty-four rubles 55 kopecks), including VAT (18%), which amounts to RUB 12,203,662.05 (twelve million two hundred and three thousand six hundred sixty-two rubles 05 kopecks).


2. The Agreement for Research, Experimental Development, and Engineering Operations (hereinafter referred to as the Agreement), qualified as an interested-party transaction, shall be approved on the following major terms:


Parties to the Agreement:

  • The Customer: RusHydro OJSC.
  • The Contractor: NP Hydropower of Russia.

Subject Matter of the Agreement:

The Contractor undertakes to perform research operations in technical regulation, including the development of organization standards, according to the list (Annex 9 to the Minutes of the Meeting) and Terms of Reference (Annex 10 to the Minutes of the Meeting), and the Customer undertakes to accept the results and pay for the works.


Price of the Agreement:

According to paragraph 1 of this resolution.


Period of works under the Agreement:

Commencement of work: June 02, 2014.

Completion of work: May 31, 2015.


Voting results:

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

"Against" – 0.

"Abstained" – 0.


The Agreement for Research, Experimental Development, and Engineering Operations, entered into between RusHydro OJSC and Noncommercial Partnership Hydropower of Russia, is qualified as an interested-party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as Evgeniy Dod, Chairman of the Management Board at RusHydro OJSC, and Rakhmetulla Alzhanov and Vladimir Pekhtin, Members of the Management Board at RusHydro OJSC, at the same time hold the positions of Supervisory Board members at Noncommercial Partnership Hydropower of Russia.

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

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


Resolution adopted.



8.3.: On execution of transactions in foreign currency by the Company.


Decision:

Approve execution of guarantee agreement between the Company and ING BANK (EURASIA) CJSC (Closed Joint-Stock Company) (hereinafter referred to as the Guarantee Agreement), on the following terms:


Parties of the Agreement


Surety:

RusHydro OJSC

The Bank

ING BANK (EURASIA) CJSC (CLOSED JOINT-STOCK COMPANY)

Subject Matter of the Agreement

Guarantee for the performance of obligations of Yakutskaya SDPP-2 CJSC to the Bank under letter of credit No. 2014/27-3 of March ___, 2014, executed between the Bank and Yakutskaya SDPP-2 CJSC

The major terms of the Letter of Credit shall be as follows:


Maximum amount of the letter of credit:

USD 56,100,000

Security

guarantee of JSC RusHydro

Fee and compensation

For the issue of the letter of credit, Yakutskaya SDPP-2 CJSC shall pay the Bank a compensation of 0.29% (zero point twenty-nine percent) p.a. every three months, including the fee for confirmation of the letter of credit, accrued on the actual amount of the letter of credit during the respective duration of the letter of credit.

Duration of the letter of credit

till July 30, 2015

Duration of Guarantee Agreement

The Agreement shall become effective from the day it is signed by the Parties, and shall remain in force until the earlier of:

1. 1. 1. The date on which the Surety is notified by the Bank that the Surety has discharged all its obligations under the Guarantee Agreement, or Yakutskaya SDPP-2 CJSC has discharged all its obligations under the Letter of Credit;

or

2. 2. August 14, 2016.


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.

"Abstained" – 0.


Resolution adopted.



Chairman

of the Board of Directors                          M.I. Poluboyarinov

Corporate Secretary                                 М.V. Zavalko

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