Minutes of 23.05.2014 №199

MINUTES No. 199


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):

May 23, 2014, 4 p.m. sharp

(Moscow time).

Minutes date:

May 23, 2014

Form of the meeting:

voting in absentia.

Place of the vote count:

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,

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 Charter, the quorum for the Meeting of the Board of Directors is established.





AGENDA OF THE MEETING:

1. On improvement of procurement policy of the Company.

2. On approval of internal documents of the Company.

3. On execution of key performance indicators of JSC RusHydro for Q1 2014.

4. On approval of the Company’s transactions.







RESULTS OF VOTING ON THE AGENDA ITEMS:



Item No. 1: On improvement of procurement policy of the Company.



Resolution:

The Chairman of the Management Board of JSC RusHydro E.V. Dod is hereby instructed as follows:

1. Determine 50–100 the most significant procurement items of JSC RusHydro (hereafter — the Company) and the Company’s subsidiaries and affiliates (based on the value of procurement) and develop the procedure to compare them with the actual value of similar procurement items in previous periods, and also approve it with the Ministry of Economic Development and the Ministry of Energy of Russia within 30 days after the date of this resolution of the Board of Directors of the Company.

2. Reduction the procurement prices of 50–100 the most significant procurement items (based on the value of procurement) by at least 10% of the actual value of 2013 procurement prices, reassessed for the Consumer Price Index for 2013, provided that the quality and safety of products/services is preserved.

3. Develop and submit for approval of the Company’s Board of Directors within 45 days after this resolution, the list of measures aimed at improvement of the Company’s procurement policy, including that of the Company’s subsidiaries and affiliates, including:

- increasing the share of purchases in auctions, including electronic bidding;

- increasing the share of purchases from manufacturers of relevant products/services;

- strengthening measures against corruption, including against corruption, including through revealing and eliminating schemes involving affiliates;

- obtaining discounts, including on medium-term and long-term contracts, especially for products/services for which market prices have decreased.

4. Approve the list of measures with the Ministry of Economic Development and the Ministry of Energy of Russia within 30 days after this resolution.

5. Submit to the Ministry of Energy of Russia once in a half-year period the reports on execution of the program and achieved results for reduction of 2014 procurement prices for 50–100 the most significant procurement items of the Company (based on the value of procurement) and the Company’s subsidiaries and affiliates. Set the deadline for submission of the first report on or before September 1, 2014.



Voting results:

“For” — 12 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.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 approved.



Item No. 2: On approval of internal documents of the Company:

On amendments to the Regulations on Remuneration and Compensation Payment to the Members of the Management Board of JSC RusHydro.



It is resolved to:

1. Amend the Regulations on Remuneration and Compensation Payment to the Members of the Management Board of JSC RusHydro, approved by the Company’s Board of Directors (Minutes No. 111 dated November 19, 2010) in accordance with Annex No. 1 to the Minutes dated April 13, 2014.

2. Authorize the Chairman of the Company’s Board of Directors, Mr. Mikhail Igorevich Poluboyarinov to determine the conditions (in accordance with amendments to the Regulations on Remuneration and Compensation Payment to the Members of the Management Board of JSC RusHydro) and sign on behalf of the Company an Addendum to the Labor Agreement with the Chairman of the Company’s Management Board, Mr. Evgeny Vyacheslavovich Dod.

3. Commission the Chairman of the Company’s Management Board to make the amendments to labor agreements with members of the Company’s Management Board in accordance with in the amendments to the Regulations on Remuneration and Compensation Payment to the Members of the Management Board of JSC RusHydro.



Voting results:

“For” — 12 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.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 approved.



Item No. 3: On execution of key performance indicators of JSC RusHydro for Q1 2014.



It is resolved to:

Approve the Report on Execution of Key Performance Indicators of JSC RusHydro for Q1 2014 (Annex No. 2 to the Minutes).



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. Bugrov, M.S. Bystrov, V.I. Danilov-Danilyan, Ye.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 approved.



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

4.1. On approval of the Agreement between JSC RusHydro and JSC ATS, qualified as interested party transaction.



It is resolved to:

1. Determine that the price (monetary value) of services under the Information and Advisory Services Agreement between JSC RusHydro and JSC ATS, qualified as interested party transaction, amounts to RUB 4,130,000.00 (four million one hundred and thirty thousand Russian rubles, 00 kopecks), including VAT (18%) amounting to RUB 630,000.00 (six hundred and thirty thousand Russian rubles, 00 kopecks).

2. Approve the Information and Advisory Services Agreement (hereafter the Agreement), qualified as interested party transaction, on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC ATS;

Subject matter of the Agreement:

The Contractor undertakes to provide information and advisory services for designing scenario operating conditions for the Leningradskaya Hydroelectric Pumped-Storage Power Plant under the effective model of the wholesale electric energy/power market of the Russian Federation, along with an estimation of the impact of operation of the plant being designed on the circuit and regime environment of the power system of the North-West of Russia, and also to perform assessment of probable price-fluctuation ranges on the wholesale market of the 1st pricing area with/without LenHPSPP in various scenario conditions of power consumption until 2045, according to the Assignment for Provision of Information and Advisory Services, and the Customer undertakes to accept and pay for services provided.

Price of the Agreement:

The price (monetary value) of services under the Agreement amounts to RUB 4,130,000.00 (four million one hundred and thirty thousand rubles, 00 kopecks), including VAT (18%) amounting to RUB 630,000.00 (six hundred and thirty thousand rubles, 00 kopecks).

Effective term for provision of services under the Agreement:

Commencement of services — Agreement Execution Date.

Completion of services — not more than forty-five (45) business days from the Agreement execution date.



Voting results:

“For” — 10 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. Bugrov, 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 Information and Advisory Services Agreement concluded between JSC RusHydro and JSC ATS is recognized to be a non-arm’s length transaction in accordance with Article 81 of the Federal Law “On Joint-Stock Companies,” as M.S. Bystrov, member of the Board of Directors of JSC RusHydro, at the same time holds the position of Chairman of the Management Board of JSC ATS.

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 vote counting in relation to this item the votes of M.S. Bystrov, member of the Board of Directors of JSC RusHydro, recognized in accordance with Article 81 of the Federal Law “On Joint-Stock Companies” an interested party, and E.V. Dod, member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board of JSC RusHydro and is recognized according to Paragraph 3 of Article 83 of the Federal Law “On Joint-Stock Companies” as a dependent director, are not counted.

Resolution approved.



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



Resolution on Item No. 4.2.1:

1. Determine the price (monetary value) of works performed under the R&D Agreement No. 2936/OG-192-6-2014, dated January 15, 2014, with allowance for Addendum No. 1 between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, as RUB 135,328,421.16 (one hundred and thirty-five million, three hundred and twenty-eight thousand, four hundred and twenty-one rubles, 16 kopecks), including VAT 18% — RUB 20,643,318.48 (twenty million, six hundred and forty-three thousand, three hundred and eighteen rubles, 48 kopecks).

2. Approve execution of Addendum No. 1 to the R&D Agreement No. 2936/OG-192-6-2014, dated January 15, 2014, between JSC RusHydro and JSC Lenhydroproject (hereafter the Agreement), qualified as interested party transaction, on the following material conditions:

Parties:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of Addendum No. 1:

1. Modification of works performance terms:

Clause 1.5 of the Agreement shall read as follows:

“1.5. Works shall be performed by the Contractor within the following terms:

1.5.1. commencement of Works: from January 15, 2014;

1.5.2. completion of Works: on or before July 30, 2015.”

2. Modification of the procedure of payment for works:

Clause 3.4.2. of the Agreement shall read as follows:

“3.4.2. Advance payments stipulated by clause 3.4.1. of the Agreement shall be made as follows: for Stages 1, 2 and 3 — within thirty (30) calendar days from the effective date of the Agreement, but not before January 15, 2014, for Stage 4 — within thirty (30) calendar days from the date of signing the Works Completion Certificate for Stage 3, but not earlier than within thirty (30) calendar days before commencement of the corresponding stage, provided the Customer receives an invoice issued by the Contractor.”

Clauses 3.4.3, 3.9 and Section 6 of the Agreement shall be deleted.

3. Modification of the term of distribution of validity of the Agreement:

Clause 13.1 of the Agreement shall read as follows:

“13.1 The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. Terms of the Agreement apply to relations of the Parties arising from January 15, 2014.”

4. Modification of the Works Schedule.

Annex No. 2 to the Agreement shall read as amended by Annex No. 1 to the Addendum.

Terms of completion of Works under the Agreement with regard to Addendum No. 1:

Commencement date — January 15, 2014.

Completion date — on or before July 30, 2015.

Effective term of Addendum No. 1:

Addendum No. 1 enters into force upon its signature and remains in effect until the Parties perform their obligations in full. Conditions of Addendum No. 1 apply to relations of the Parties arising from January 15, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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 simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.2:

1. Determine that the price of works under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 851,736.98 (eight hundred and fifty-one thousand, seven hundred and thirty-six rubles, 98 kopecks), including VAT (18%) in the amount of RUB 129,925.98 (one hundred and twenty-nine thousand, nine hundred and twenty-five rubles, 98 kopecks).

2. Approve the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

Upon the Customer’s assignment, the Contractor undertakes to perform works for development of the reconstruction project for the oil-purification system of the oil-treatment plant and the sewage treatment system of the equipment of the sewerage system of Irganayskaya Hydroelectric Power Plant (hereafter — the Works), at its sole risk, using proprietary materials, equipment, and tools, and also deliver their results to the Customer, while the Customer undertakes to create conditions for performance of Works by the Contractor, established in the Agreement, accept their results, and pay the cost of Works as stipulated by the Agreement.

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

Works performance term:

Works commencement: March 1, 2014

Works completion: September 30, 2014

Effective 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 March 1, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject, is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.3:

1. Determine that the price of works under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 3,540,000.00 (three million, five hundred and forty thousand rubles, 00 kopecks), including VAT (18%) in the amount of RUB 540,000.00 (five hundred and forty thousand rubles, 00 kopecks).

2. Approve the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

The Contractor undertakes to perform works for development of a project for the annular structure of the fiber-optic communication line for the Branch (hereafter — the Works), based on the Customer’s work order, at its own risk, using its own materials, equipment and tools, and to deliver the result thereof to the Customer, and the Customer undertakes to create the conditions described in the Agreement for the Contractor to perform works, to accept their result, and to pay the cost of the works as specified in the Agreement.

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

Works performance term:

Works commencement: March 1, 2014

Works completion: November 10, 2014

Effective 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 March 1, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.4:

1. Determine that the price of works under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 7,078,053.00 (seven million, seventy-eight thousand, and fifty-three Russian rubles, 00 kopecks), including VAT (18%) in the amount of RUB 1,079,703.00 (one million, seventy-nine thousand, seven hundred and three rubles, 00 kopecks).

2. Approve the Agreement made between JSC RusHydro and JSC Lenhydroproject qualified as interested party transaction on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

Upon the Customer’s assignment, the Contractor undertakes to perform works for development of a project for reinforcement of the grout curtain in TsP-1,2 and TsL-1,2 and for restoration of the piezometric and drainage network after reinforcement at Irganayskaya Hydroelectric Power Plant (hereafter — the Works), at its sole risk, using proprietary materials, equipment, and tools, and also deliver their results to the Customer, while the Customer undertakes to create conditions for performance of Works by the Contractor, established in the Agreement, accept their results, and pay the cost of Works as stipulated by the Agreement.

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

Works performance term:

Works commencement: March 15, 2014

Works completion: November 30, 2014

Effective 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 March 15, 2014.







Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.5:

1. Determine that the price of works under the Contract of Work and Labor between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 1,522,152.80 (one million, five hundred and twenty-two thousand, one hundred and fifty-two Russian rubles, 80 kopecks), including VAT (18%) in the amount of RUB 232,192.80 (two hundred and thirty-two thousand, one hundred and ninety-two rubles, 80 kopecks).

2. Approve the Contract of Work and Labor made between JSC RusHydro and JSC Lenhydroproject qualified as interested party transaction on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

Upon the Customer’s assignment, the Contractor undertakes to perform works for development of a project for reconstruction of control butterfly valves No. 1,2 to provide for performance of emergency functions and the system of water evacuation from the cover of turbines No. 1,2 of Irganayskaya Hydroelectric Power Plant (hereafter — the Works), at its sole risk, using proprietary materials, equipment, and tools, and also deliver their results to the Customer, while the Customer undertakes to create conditions for performance of Works by the Contractor, established in the Agreement, accept their results, and pay the cost of Works as stipulated by the Agreement.

Price of Works under the Agreement:

is to be determined according to Clause 1 of this Resolution.

Works performance term:

commencement date — May 25, 2014.

completion date — December 25, 2014.

Effective 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 25, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.6:

1. Determine that the price of works under the Contract of Work and Labor between by JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 3,614,513.46 (three million, six hundred and fourteen thousand, five hundred and thirteen Russian rubles, 46 kopecks), including VAT (18%) in the amount of RUB 551,366.46 (five hundred and fifty-one thousand, three hundred and sixty-six rubles, 46 kopecks).

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

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

Upon the Customer’s assignment, the Contractor undertakes to perform works for development of a reconstruction project for the monitoring and testing equipment complex of the earth dam and personnel protection when performing geodetic observations at survey control points of Irganayskaya Hydroelectric Power Plant (hereafter — the Works), at its sole risk, using proprietary materials, equipment, and tools, and also deliver their results to the Customer, while the Customer undertakes to create conditions for performance of Works by the Contractor, established in the Agreement, accept their results, and pay the cost of Works as stipulated by the Agreement.

Price of Works under the Agreement:

is to be determined according to Clause 1 of this Resolution.

Works performance term:

commencement date — May 1, 2014.

completion date — December 25, 2014.

Effective 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 May 1, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.7:

1. Determine that the price of works under the Contract of Work and Labor between by JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 3,163,446.66 (three million, one hundred and sixty-three thousand, four hundred and forty-six Russian rubles, 66 kopecks), including VAT (18%) in the amount of RUB 482,559.66 (four hundred and eighty-two thousand, five hundred and fifty-nine) rubles, 66 kopecks.

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

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

Upon the Customer’s assignment, the Contractor undertakes to perform works for development of a project for restoration of the slope of the motor road opposite the termination of the service spillway and its fortification, development of the exploratory design and drainage design in Drainage Gallery 6a designated for unloading the massif of Outlet Portal DT-1 at Irganayskaya Hydroelectric Power Plant (hereafter — the Works), at its sole risk, using proprietary materials, equipment, and tools, and also deliver their results to the Customer, while the Customer undertakes to create conditions for performance of Works by the Contractor, established in the Agreement, accept their results, and pay the cost of Works as stipulated by the Agreement.

Price of Works under the Agreement:

is to be determined according to Clause 1 of this Resolution.

Works performance term:

commencement date — May 1, 2014.

completion date — December 25, 2014.

Effective 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 May 1, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.8:

1. Determine that the price of works under the Contract of Work and Labor between by JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 4,127,866.56 (four million, one hundred and twenty-seven thousand, eight hundred and sixty-six Russian rubles, 56 kopecks), including VAT (18%) in the amount of RUB 629,674.56 (six hundred and twenty-nine thousand, six hundred and seventy-four rubles, 56 kopecks).

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

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

Upon the Customer’s assignment, the Contractor undertakes to perform works for development of a project of concrete encasement in the access driftway in the left-bank dam abutment near the cargo shaft, development of an exploratory design and a project for longitudinal and transversal hydrostatical elevation meters in the dam gallery at elevation 113.5 m and re-fixation of the project for restoration of the permanent motor road to the access working No.7 along with taking measures for protection against flooding of the access working and road tunnel of Miatlinskaya HPP (hereafter — the Works), at its sole risk, using proprietary materials, equipment, and tools, and also deliver their results to the Customer, while the Customer undertakes to create conditions for performance of Works by the Contractor, established in the Agreement, accept their results, and pay the cost of Works as stipulated by the Agreement.

Price of Works under the Agreement:

is to be determined according to Clause 1 of this Resolution.

Works performance term:

commencement date — May 15, 2014.

completion date — December 20, 2014.

Effective 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 May 15, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.9:

1. Determine that the price of works under the Contract of Work and Labor between by JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 2,949,215.30 (two million, nine hundred and forty-nine thousand, two hundred and fifteen Russian rubles, 30 kopecks), including VAT (18%) in the amount of RUB 449,880 (four hundred and forty-nine thousand, eight hundred and eighty) rubles, 30 kopecks).

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

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

The Contractor undertakes to perform works for updating projects for reconstruction of concrete linings and chutes of driftways, dam galleries, as well as the road tunnel while performing drainage removal at Miatlinskaya HPP (hereafter — the Works) 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 Agreement for the Contractor to perform works, to accept their result, and to pay the cost of the works as specified in the Agreement.

Price of Works under the Agreement:

is to be determined according to Clause 1 of this Resolution.

Works performance term:

commencement date — May 15, 2014.

completion date — December 20, 2014.

Effective 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 May 15, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



Resolution on Item No. 4.2.10:

1. Determine that the price of services under the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 1,354,252.96 (one million, three hundred and fifty-four thousand, two hundred and fifty-two Russian rubles, 96 kopecks), including VAT (18%) in the amount of RUB 206,580.96 (two hundred and six thousand, five hundred and eighty rubles, 96 kopecks).

2. Approve the Service Agreement between JSC RusHydro and JSC Lenhydroproject qualified as interested party transaction on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Lenhydroproject.

Subject matter of the Agreement:

The Contractor undertakes to provide services for designer supervision over the course of restoration and reconstruction of Irganayskaya HPP for the Branch of JSC RusHydro — Dagestan Branch (hereafter — the Services) 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 Agreement for the Contractor to provide the Services, to accept their result, and to pay the cost of the Services specified in the Agreement

Price of the Services under the Agreement:

is to be determined according to Clause 1 of this Resolution.

Services performance term:

commencement date — July 1, 2014.

completion date — November 30, 2014.

Effective 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.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of CEO of JSC Lenhydroproject.

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.



4.3: On approval of agreements between JSC RusHydro and JSC Institute Hydroproject, being a non arm’s-length transaction.



Resolution on Item No. 4.3.1:

1. Determine that the price of Works under the Contract of Work and Labor between JSC RusHydro and JSC Institute Hydroproject, qualified as interested party transaction, amounts to RUB 14,298,724.34 (fourteen million, two hundred and ninety-eight thousand, seven hundred and twenty-four Russian rubles, 34 kopecks), including VAT (18%) in the amount of RUB 2,181,161.34 (two million, one hundred and eighty-one thousand, one hundred and sixty-one rubles, 34 kopecks).

2. Approve the Contract of Work and Labor between JSC RusHydro and JSC Institute Hydroproject qualified as interested party transaction on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Institute Hydroproject.

Subject matter of the Agreement:

The Contractor undertakes to perform the following works based on the Customer’s work order, using proprietary materials, equipment, and tools: “Development of a Project for Reconstruction of the Gas-Turbine Station and Placement of Additional Monitoring and Testing Equipment in Facilities of Zagorskaya PSHPP”, and the Customer undertakes to accept them and effect payment in accordance with the conditions of the Agreement.

Price of the Agreement (price of the Works performed under the Agreement): is determined according to Paragraph 1 of this Resolution.

Work period:

Commencement date — February 1, 2014;

Completion date — October 30, 2014.

Effective 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 Contract apply to the relations of the Parties arising from February 1, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 Contract of Work and Labor concluded between JSC RusHydro and JSC Institute Hydroproject is recognized to be a non arm’s-length 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, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

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.







Resolution on Item No. 4.2.3:

1. Determine that the price of works under Agreement No. P-02/13 dated January 15, 2013 with regard to Addendum No. 1 to the Agreement between JSC RusHydro and JSC Institute Hydroproject (hereafter the Agreement), qualified as interested party transaction, amounts to RUB 23,403,780.20 (twenty-three million, four hundred and three thousand, seven hundred and eighty Russian rubles, 20 kopecks), including VAT (18%) — RUB 3,570,068 (three million, five hundred and seventy thousand, and sixty-eight rubles, 16 kopecks).

2. Approve Agreement No. P-02/13 dated January 15, 2013 and Addendum No. 1 to the Agreement between JSC RusHydro and JSC Institute Hydroproject qualified as interested party transaction on the following material conditions:

Parties to the Agreement:

Customer — JSC RusHydro;

Contractor — JSC Institute Hydroproject.

Subject matter of the Agreement:

The Contractor undertakes to perform works for development of design and estimate documentation and engineering documentation (hereafter — the design) for replacement of crane runways, restoration of the water-removal system and automation of monitoring and testing equipment at the hydraulic engineering structures made from earth materials for the branch of JSC RusHydro — Kamskaya HPP (hereafter — the Works) 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 Agreement for the Contractor to perform Works, to accept their result, and to pay the cost of the Works specified in the Agreement.

Price of the Agreement with regard to Addendum No. 1 (price of the works performed thereunder): is determined according to Paragraph 1 of this Resolution.

Works completion term: from January 15, 2013 to December 31, 2014.



Voting results:

“For” — 11 (B.I. Ayuyev, Dr. K.A. Berndt, A.Ye. 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 and Addendum thereto concluded between JSC RusHydro and JSC Hydroproject Institute is recognized to be a non arm’s-length 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, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

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.



Chairman of the Board of Directors M.I. Poluboyarinov

Corporate Secretary М.V. Zavalko
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