Minutes of 28.04.2014 №197

MINUTES No. 197


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):

April 25, 2014, 16 hours 00 minutes

(Moscow time).

Minutes date:

April 28, 2014

Form of the meeting:

voting in absentia.

Place of vote counting:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

who attended the Meeting:



B.I. Ayuev,


Dr. K.A. Berndt,


A.E. Bugrov,


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 the Company’s Business Plan execution for 2013 (including the report on implementation the Investment Program, comprising the report on implementation of generating facilities modernization program in 2013).
  2. On determination of remuneration of the Company's Auditor.
  3. On applicability of guidelines on control rights over intellectual property.
  4. On approval of the Company’s transactions.
  5. On approving the report on implementation of RusHydro’s Innovative Development Program for 2011–2015 with the outlook for 2021 in 2013.
  6. On stationing position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda items of the management bodies of subsidiaries and affiliates.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: On the Company’s Business Plan executing execution the Business Plan of the Company for 2013 (including the report on implementation the Investment Program, comprising the report on implementation of generating facilities modernization program in 2013).


Resolution:

To approve the report on the Company’s Business-plan execution for 2013 (including the report on implementation of Investment program, comprising report on implementation of generating facilities modernization program in 2013) (appendix 1 to the minutes).


Voting results:

"For" — 10 (Dr. K.A. Berndt, A.E. Bugrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, S.N. Ivanov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" — 0.

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


Resolution approved.


Item No. 2: On determination of remuneration of the Company's Auditor.


Resolution:

1. To determine the auditor’s remuneration for auditing the Company’s 2014 accounting statements under Russian accounting standards (RAS) in the amount of fifteen million (15,000,000) rubles, including VAT in the amount of two million two hundred eighty eight thousand one hundred thirty five (2,288,135) rubles 59 kopecks.

2. To determine the auditor’s remuneration for auditing the Company’s accounting statements in accordance with International Financial Reporting Standards (IFRS) (review of condensed interim consolidated financial statements under IFRS for six months, ended on June 30, 2014, audit of consolidated financial statements for 2014) in the amount of one hundred six million five hundred seventy seven thousand six hundred (106,577,600) rubles, including VAT in the amount of sixteen million two hundred fifty seven thousand six hundred (16,257,600) rubles.


Voting results:

"For" — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.


Resolution approved.


Item No. 3: On applicability of guidelines on control rights over intellectual property.


Resolution:

1. To consider the guidelines on control rights over intellectual property to be applicable to development of new or updating current internal documents regulating innovative activities of RusHydro.

2. To commission the Company’s Management Board to submit for the Board’s review until December 1, 2014, the report on development and approval of the Company’s internal documents regulating innovative activities, and innovative development program of RusHydro and its subsidiaries for 2014-2017 with the outlook for 2023.


Voting results:

"For" — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.


Resolution approved.


Item No. 4: Approval of the Company’s transactions:

4.1. On approval of a transaction settled by the Company with shares of companies in which it is interested.


Resolution:

1. To determine the price (monetary value) of property introduced as additional contributions to the share capital of LLC VolgaHydro, qualified as related interested party transaction, in the amount of up to three hundred sixty two million two hundred thousand (362,200,000) RUB.

2. To approve the additional contribution(s) of JSC RusHydro to the share capital of LLC VolgaHydro, qualified as related interested party transaction, on the following conditions:


Subject matter of the transactions: introduction of additional contributions to the capital stock of LLC VolgaHydro in the context of its increase;


The term for additional contributions: within time frames specified in the application of the participant of LLC VolgaHydro — JSC RusHydro, based on which a decision on increase of the capital stock of LLC VolgaHydro is made. Additional contributions are to be introduced during the year 2014.


Price of the transactions: the amount of additional contributions by which the par value of a share of JSC RusHydro is increased is specified in Paragraph 1 of this resolution and amounts up to three hundred sixty two million two hundred thousand (362,200,000) RUB;


Form of additional contribution: in cash.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The introduction of an additional contribution of JSC RusHydro to the capital stock of LLC VolgaHydro is recognized as a non arm's-length transaction in accordance with Article 81 of the Federal Law "On Joint-Stock Companies", as M.A. Mantrov, Deputy Chairman of the Board of JSC RusHydro, and B.B. Bogush, Board Member of JSC RusHydro, are concurrently members of the Board of Directors of LLC VolgaHydro.

In accordance with Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies" 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 JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


4.2. On approval of replacement of contractor in the contract of work and labor dd. June 14, 2011 No. P-34/11 between JSC RusHydro and JSC Hydroproject Institute, as well as transfer of obligations under the contract to JSC Mosoblhydroproject, qualified as an interested party transaction.


Resolution:

1. To determine the price (monetary value) of obligations transferred under the agreement between JSC RusHydro, JSC Hydroproject Institute and JSC Mosoblhydroproject, qualified as an interested party transaction, in the amount of one hundred forty two million six hundred one thousand two hundred forty (142,601,240) RUB 00 kopecks, including VAT (18%) in the amount of twenty one million seven hundred fifty two thousand seven hundred thirty one (21,752,731) RUB 53 kopecks.

2. To approve the agreement on contractor replacement in the contract of work and labor dd. June 6, 2011 No. P-34/11 between JSC RusHydro, JSC Hydroproject Institute and JSC Mosoblhydroproject (hereinafter referred to as "Agreement"), qualified as an interested party transaction, on the following material conditions:


Parties to the Agreement:

Customer — JSC RusHydro;

Design Engineer — JSC Hydroproject Institute;

New Design Engineer — JSC Mosoblhydroproject.


Subject matter of the Agreement:

Design Engineer transfers in full, and New Design Engineer accepts all rights and obligations under the Contract No. P-34/11 dd. June 14, 2011 (hereinafter referred to as "Contract"), and the Customer does not object to such transfer. New Design Engineer receives all rights and obligations of the Design Engineer under the Contract which exist (have not been terminated) at the moment of concluding the Agreement or which arise after the Agreement takes effect, except for the obligations of the Design Engineer related to work performance which have been already discharged.

At the moment of signing the Agreement the Design Engineer has performed, and the Customer has accepted a part of the works under the Contract, for a total sum of five million five hundred ten thousand (5,510,000) RUB, including VAT (18%) in the amount of eight hundred forty thousand five hundred eight (840,508) RUB 47 kopecks, which is supported by work acceptance certificates No. 1 dd. December 2, 2011 and No. 2 dd. December 20, 2012.


Price of the Agreement:

one hundred forty two million six hundred one thousand two hundred forty (142,601,240) RUB 00 kopecks, including VAT (18%) in the amount of twenty one million seven hundred fifty two thousand seven hundred thirty one (21,752,731) RUB 53 kopecks.


Term of the Agreement:

The Agreement takes effect upon its signature by the Parties, and remains in effect until the Parties perform their obligations hereunder in full.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement on substitution of a party to the contract of work and labor concluded between JSC RusHydro and JSC Hydroproject Institute is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Hydroproject Institute at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.

Within the scope of item 4.3, the contract concluded by JSC RusHydro was approved as an interested party transaction, in accordance with item 6.2.2.8 of the Regulation On Disclosure of Information by Issuers of Issuable Securities; according to the decision made by the Board of Directors, the information about the persons being the parties and beneficiaries, about the material conditions of the transaction and the price thereof will be disclosed after its settlement, in accordance with the procedure established by the laws of the Russian Federation.


4.4. On approval of agreements between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transactions.


Decision (4.4.1):

1. 1. To determine that the price of works performed under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, amounts to one million four thousand seven hundred eleven (1,004,711) RUB 00 kopecks, including VAT (18%) in the amount of one hundred fifty three thousand two hundred sixty one (153,261) RUB 00 kopecks.

2. To approve the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to perform works on elaboration of design documents for replacement of DC current leads at Sayano-Shushenskaya HPP, based on the Customer's job order, at its own risk, using its own materials, equipment and tools, and the Customer undertakes to accept and to pay for them in accordance with the conditions of the Contract.


Price of the Contract (price of the works performed thereunder): is determined according to Paragraph 1 of this Resolution.


Performance terms:

Commencement date — July 1, 2014;

Completion date — November 30, 2014.


Term of the Contract: the Contract enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.2):

1. To determine that the price of the services rendered under the Paid Service Contract between JSC RusHydro and JSC Lenhydroproject, which is an interested party transaction, amounts to five million nine hundred thirty thousand seven hundred seventy seven (5,930,777) RUB 94 kopecks, including VAT (18%) in the amount of nine hundred four thousand six hundred ninety four (904,694) RUB 94 kopecks.

2. To approve concluding the Service Contract between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to render to the Customer inspection specification Services (roofing building structures in the engine room, named after the design engineer of Moscow Institute of Architecture and Construction, MARCHI) of the SS HPP and Maynsky Hydro System (MHS) at the Branch of JSC RusHydro — Sayano-Shushenskaya HPP named after P.S. Neporozhniy, performed by MARCHI, and the Customer undertakes to accept and to pay for them in accordance with the conditions of the Contract.


Price of the Contract (price of the Services rendered thereunder): is determined according to Paragraph 1 of this Resolution.


Terms of the Services:

Commencement date — July 1, 2014;

Completion date — November 30, 2015.


Term of the Contract: the Contract enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.3):

1. To determine that the price of works performed under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, amounts to eleven million seven hundred ninety nine thousand nine hundred fifty five (11,799,955) RUB 16 kopecks, including VAT (18%) in the amount of one million seven hundred ninety nine thousand nine hundred ninety three (1,799,993) RUB 16 kopecks.

2. To approve the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to elaborate design engineering documents for the comprehensive improvement of the Sayano-Shushenskaya HPP based on the Customer's work order, at its own risk, using its own materials, equipment and tools, and to deliver their result to the Customer, and the Customer undertakes to create the conditions described in the Contract for the Contractor to perform works, to accept their result, and to pay the cost of the works specified in the Contract.


Price of the Contract (price of the works performed thereunder): is determined according to Paragraph 1 of this Resolution.


Performance terms:

Commencement date — on the signature date of the Contract;

Completion date — October 31, 2014.


Term of the Contract: the Contract enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.4):

1. To determine that the cost of the services rendered under the Paid Service Contract between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, amounts to three million four hundred fifty seven thousand six hundred seventy one (3,457,671) RUB 40 kopecks, including VAT (18%) in the amount of five hundred twenty seven thousand four hundred forty one (527,441) RUB 40 kopecks.

2. To approve concluding the Paid Service Contract between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to render the Customer the services of dynamic calculation of bearing capacity of the "dam - support" system at the SS HPP against the seismic impact of DLE, with regard to possible exposure of seams and cracks, and the Customer undertakes to accept and to pay for them in accordance with the conditions of the Contract.


Price of the Contract (price of the Services rendered thereunder): is determined according to Paragraph 1 of this Resolution.


Terms of the Services:

Commencement date — April 1, 2014;

Completion date — June 30, 2014.


Term of the Contract: the Contract 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 Contract apply to the relations of the Parties arising from April 1, 2014.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.5):

1. 1. To determine that the maximum price of works performed under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, amounts to four million five hundred thirty three thousand six hundred forty one (4,533,641) RUB 42 kopecks, including VAT (18%) in the amount of six hundred ninety one thousand five hundred seventy two (691,572) RUB 42 kopecks.

2. To approve the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to perform the work of design supervision over the implementation of the planned comprehensive technical re-equipment of the RPA power equipment at the 220 and 500 kV switchyards at the Zeyskaya HPP ("Works"), based on the Customer's work order, at its own risk, using its own materials, equipment and tools, and to deliver a report in the form of certificates to the Customer, and the Customer undertakes to create the conditions described in the Contract for the Contractor to perform the Works, to accept the report, and to pay the cost of the Works specified in the Contract.


Price of the Contract (price of the works performed thereunder): determined according to paragraph 1 of this resolution.


Performance terms:

Commencement date — on the signature date of the Contract;

Completion date — November 24, 2016.


Term of the Contract: the Contract enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.6):

1. To determine that the maximum price of works performed under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, amounts to one million two hundred forty one thousand seven hundred ninety four (1,241,794) RUB 24 kopecks, including VAT (18%) in the amount of one hundred eighty nine thousand four hundred twenty six (189,426) RUB 24 kopecks.

2. To approve the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to perform works of design supervision over the implementation of the planned reconstruction of mounting plate supports for sections RS-12 – RS-15 of the separation wall, and sections 2-8 – 2-9 and 3-5 – 3-9 of right-bank support walls No. 2 and 3, construction and assembly works on the fortified cementing of coarse clastic and faulted rocks in the base of the sections 3-2, 3-3, and 3-4 of right-bank support wall No. 3 at the Zeyskaya HPP (hereinafter referred to as "Works"), based on the Customer's work order, at its own risk, using its own materials, equipment and tools, and to deliver the results thereof to the Customer, and the Customer undertakes to create the conditions specified in the Contract for the Contractor to perform the Works, to accept their result, and to pay the cost of the Works specified in the Contract.


Price of the Contract (price of the works performed thereunder): determined according to paragraph 1 of this resolution.


Performance terms:

Commencement date — on the signature date of the Contract;

Completion date — December 26, 2014.


Term of the Contract: the Contract enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.7):

1. To determine that the price (estimated money value) of works performed under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, amounts to sixty million one hundred three thousand eight hundred six (60,103,806) RUB 56 kopecks, including VAT (18%) in the amount of nine million one hundred sixty eight thousand three hundred seventy seven (9,168,377) RUB 27 kopecks.

2. To approve the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as an interested party transaction, on the following material conditions:


Parties to the Contract:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.


Subject matter of the Contract:

The Contractor undertakes to perform works on elaborating the construction program for new hydropower facilities at the tributaries of the Amur River, based on the Customer's work order. Section 2. The program of construction of new hydropower facilities at the tributaries of the Amur River in accordance with the Technical Assignment (Appendix 3 to the minutes) (hereinafter referred to as "Works") within the time frames stipulated by the Contract, and to deliver their result to the Customer, and the Customer undertakes to accept their result and to pay the cost of the Works specified in the Contract.


Price of the Contract (price of the works performed thereunder): determined according to paragraph 1 of this resolution.


Performance terms:

Commencement date — February 3, 2014.

Completion date — July 31, 2014.


Term of the Contract: the Contract enters into force upon its signature and remains in effect until the Parties perform their obligations in full. The terms of the Contract apply to the relations of the Parties arising from February 3, 2014.


Voting results:

"For" — 9 (B.I. Ayuev, Dr. A.E. Bugrov, V.M Zimin, S.N. Ivanov, D.S. Morozov, V.V. Pivovarov, M.I. Poluboyarinov, V.M. Stolyarenko, S.V. Shishin).

"Against" — 0.

"Abstained" — 2 (K.A. Berndt, V.I. Danilov-Danilyan).

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Decision (4.4.8):

To approve interested party transactions between JSC RusHydro and JSC Lenhydroproject, on conditions specified in Appendix 4 to the minutes.


Voting results:

"For" — 11 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro, holds the position of General Director of JSC Lenhydroproject at the same time.

According 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 interested in its settlement.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board of JSC RusHydro 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 approved.


Item No. 5: On approval of the report on implementation of the RusHydro Innovative Development Program for 2011-2015 with the outlook for 2021 in 2013.


Resolution:

To approve the report on the implementation of the RusHydro Innovative Development Program for 2011-2015 with the outlook for 2021
in 2013 (appendix 5 to the minutes).


Voting results:

"For" — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.


Resolution approved.


Item No. 6: On stationing position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda items of the management bodies of subsidiaries and affiliates.

On stationing position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda item of the management body of Yakutskaya GRES­2, CJSC: "On approval of the irrevocable guarantee letter of credit, recognized as a major transaction".


Resolution:

To commission representatives of JSC RusHydro to vote on the item "On approval of the irrevocable guarantee letter of credit, recognized as a major transaction" at the General Meeting of Shareholders of CJSC Yakutskaya GRES-2 "FOR" the following resolution:

"To approve the contract for the supply of 4 packaged gas turbine units dd. December 26, 2013 No. 425476 in accordance with the requirements, by and between Yakutskaya GRES-2, CJSC and GE PACKAGED POWER, INC., and the contract of the irrevocable guarantee letter of credit (hereinafter referred to as "Contract"), recognized as a major transaction, on the following material conditions:


Parties to the Contract:

Principal — Yakutskaya GRES-2, CJSC;

Bank — ING BANK (EURASIA) CJSC (Closed Joint-Stock Company);


Subject matter of the Contract: provision of an uncovered confirmed stand-by letter of credit by the Bank with the maximal limit of liabilities in the maximum amount of fifty six million one hundred thousand (56,100,000) USD.


Fee and compensation: Every three months the Principal will pay an interest to the Bank for issuing the letter of credit in the amount of zero point twenty-nine percent (0.29%) p.a., 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.

The Contract takes effect from the date of its concluding, and will expire on the date of full repayment of debt by the Principal (total sum of all amounts paid by the Bank under the letter of credit, but not refunded by the Principal to the Bank), but in any case not earlier than on August 14, 2015."


Voting results:

"For" — 12 (B.I. Ayuev, Dr. K.A. Berndt, A.E. Bugrov, 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.

"Abstained" — 0.


Resolution approved.


Chairman of the Board of Directors                 M.I. Poluboyarinov

Corporate Secretary                                     М.V. Zavalko

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