Minutes of 20.06.2014 №200

MINUTES No. 200


OF MEETING OF BOARD OF DIRECTORS


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

June 20, 2014, 16 hours 00 minutes

(Moscow time).

Minutes date:

June 24, 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 present.



AGENDA OF MEETING:

1. On interim results of the Company's Business Plan execution in 2014 inclusive of the factual results for Q1 2014 (including the report on implementation of the Investment Program for Q1 2014).

2. On key performance indicators of JSC RusHydro.

3. On reduction of administrative and management expenses of JSC RusHydro.

4. On adjustment of the Insurance Protection Program of JSC RusHydro for 2014.

5. On approval of the Insurance Regulations of JSC RusHydro.

6. On determining the position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda items of the management bodies of subsidiaries and affiliates.

7. On approval of transactions settled by the Company.

8. On priority areas of the Company's activities.

9. On review of the reports of Chairmen of Committees under the Board of Directors on the results of business activities for the corporate year 2013-2014.

10. On execution of resolutions of the Board of Directors of JSC RusHydro.

11. On review of the Company's Management Board Activities Report for 2013.





RESULTS OF VOTING ON AGENDA ITEMS:



Item No. 1: On interim results of the Company's Business Plan execution in 2014 inclusive of the factual results for Q1 2014 (i. a., the report on implementation of the Investment Program, including the Program for the Integrated Upgrading of Generating Facilities for Q1 2014).



Resolution:

Approve the report on interim results of Business Plan execution in 2014 inclusive of the factual results of Q1 2014 (including the report on implementation of the Investment Program, including the Program for the Integrated Upgrading of Generating Facilities for Q1 2014) (Annex No. 1 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



Item No. 2: On key performance indicators of JSC RusHydro.



Resolution:

Instruct E. V. Dod, the Chairman of the Company's Management Board, to develop and submit the following for consideration of the Board of Directors of JSC RusHydro by December 31, 2014:

1. Key performance indicators of JSC RusHydro for 2015 for evaluation.

2. List and methodology of the Company's key performance indicators based on the Guidelines for Application of Key Performance Indicators by State Corporations, State Unitary Enterprises, as well as Commercial Organizations in Whose Authorized Capital the Ownership Share of the Russian Federation Exceeds 50% in Aggregate, developed by the Federal Agency for State Property Management.



Voting results:

"For" – 12 (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)

"Against" – 0

"Abstained" – 0.

Resolution approved.



Item No. 3: On reduction of administrative and management expenses of JSC RusHydro.



Resolution:

1. Reduce administrative and management expenses of JSC RusHydro in 2014 by 15% from their actual value in 2013 subject to the Company's execution of social partnership agreements, particularly by means of:

1) Reduction of differentiation of the Company's salary level if it exceeds the average salary level indicator in the Russian Federation;

2) Optimization of the administrative personnel number and improvement of the remuneration system correlated to achievement of the Company's performance indicators;

3) Revision of terms of contracts establishing distribution of administrative and coordinative functions for separate areas of business activities between the Company and its subsidiaries and associates;

4) Reduction of the list and cost of services of third-party contractors, particularly by using the company's staff for performance of necessary work (consulting, legal services, advertising and marketing services, etc.).

2. Instruct E. V. Dod, Chairman of the Company's Management Board, to develop and approve the base for calculation of reduction of administrative and management expenses, the list of items included in the base and the methodology for evaluation of execution of the said solutions by August 01, 2014.



Voting results:

"For" – 12 (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)

"Against" – 0

"Abstained" – 0.

Resolution approved.



Item No. 4: On adjustment of the Insurance Protection Program of JSC RusHydro for 2014.



Resolution:

Approve the new version of Insurance Protection Program of JSC RusHydro for 2014 (Annex No. 2 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



Item No. 5: On approval of the Insurance Regulations of
JSC RusHydro.



Resolution:

Approve the Insurance Regulations of JSC RusHydro (Annex No. 3 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



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

6.1. On determining the position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda items of the management bodies of CHPP in Sovetskaya Gavan CJSC:

"On approval of a general contractor agreement for the construction of a combined heat and power plant in Sovetskaya Gavan, being a major transaction."



Resolution:

1. Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of CHPP in Sovetskaya Gavan CJSC regarding the “Approval of the general contractor agreement for the construction of CHPP in Sovetskaya Gavan, being a major transaction” item FOR the following resolution:

"Approve the general contractor agreement for the construction of CHPP in Sovetskaya Gavan (hereinafter referred to as the “Agreement”) entered into by CHPP in Sovetskaya Gavan CJSC based on the open single-stage tender for the right to enter into a contractor agreement on the lot: "General contract for construction of the facility "CHPP in Sovetskaya Gavan, Khabarovsk Krai" with “turn-key” general contractor functions, being a major transaction, on the following material terms:

Parties to the Agreement:

The Customer – CHPP in Sovetskaya Gavan CJSC;

The General Contractor – the best bidder in the open single-stage tender for the contractor agreement on the lot: "General contract for the construction of the facility “CHPP in Sovetskaya Gavan, Khabarovsk Krai” with “turn-key” general contractor functions (Lot No. 1-KS-2014-SGTETs) held through the Information and Analytical, Trade and Operating System “Market of Products, Services and Technologies for the Power Industry" (Website http://www.b2b-energo.ru) (hereinafter referred to as the “Tender”);

Subject of the Agreement:

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

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

Guaranteed Performance Indicators:

Guaranteed Performance Indicators of CHPP in Sovetskaya Gavan with cross bonds composed of:

Steam boiler Е - 210 – 13.8 – 560 KTS – 3 units

Steam turbine T- 63 – 13/0.25 – 2 units

No.

Indicator description

(for ISO 2314 terms)

Guaranteed value

1.

Capacity:


1.1.

electric installed capacity, MW

126

1.2.

maximum thermal load, Gcal/h

200

2.

Efficiency factor during operation in condensing mode, net, %

31.6

3.

Content of solid particles in exhaust gases after electric filters, mg/nm3

100

4.

Equivalent sound level in permanent service zones, dBA

80


Functional guaranteed indicators

of the steam boiler Е-210-13,8-560 KTS


No.

Indicator description

(for ISO 2314 terms)

Guaranteed value

1

Steam-generating capacity, t/h

210

2

Superheated steam pressure at the boiler exit, MPa (kgf/cm2)

13.8/140

3

Superheated steam temperature, 0C

560

4

Feed-water temperature, 0C

232

5

Efficiency factor, gross %

91.5

6

Specific emission of nitrogen oxides (NO) behind the boiler during burning of estimated fuel, mg/nm3

470

7

Equivalent sound level in permanent service zones, dBA

80

8

Gas-leaving temperature, 0C

145

Functional guaranteed indicators

of gas-turbine unit Т-63-13/0,25


Item

No.

Indicator description

(for ISO 2314 terms)

Guaranteed value

condensing mode

heat-extraction mode

1.

Nominal electricity capacity, MW

63

2.

Steam parameters before the turbine's isolation valve

2.1

-pressure (absolute), (kgf/cm2)

130

2.2

-fresh steam temperature, 0C

555

2.3

-fresh steam consumption, t/hour

226.0

293.7

3.

Thermal load of the horizontal system-water heater PSG1, Gcal/hour

-

70.28


Thermal load of the horizontal system-water heater PSG2, Gcal/hour

-

29.76

4.

Specific heat consumption, kcal/(kW/h)

-

2179

5.

Equivalent sound level in permanent service zones, dBA

80


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

Work – the entire scope of work, services and supplies that are required from the General Contractor under the Agreement, including supplies of Equipment and Materials under the Agreement and Appendices thereto, including the work for elimination of defects (except the defects in the Customer's equipment), and any other work required for the General Contractor to perform its obligations under the Agreement, regardless of whether such work is stipulated by the Agreement or not.

Price of the Agreement:

The total limit price of the Work under the Agreement is determined based on the Tender results and amounts to fourteen billion nine hundred seventy-six million eight hundred fifty-six thousand one hundred rubles 00 kopecks (RUB 14,976,856,100), including VAT.

Facility construction period:

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

2. Recognize void the resolution of the Company's Board of Directors dated December 16, 2013 regarding item No. 6.1. "On determining the position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda items of the management bodies of CHPP in Sovetskaya Gavan CJSC": "On approval of a general contractor agreement for the construction of a combined heat and power plant in Sovetskaya Gavan, being a major transaction" (Minutes No. 192 dated December 17, 2013).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



6.2. On determining the position of JSC RusHydro (representatives of JSC RusHydro) regarding the agenda item of the management body of CHPP in Sovetskaya Gavan CJSC:

"On approval of related transactions, being a major transaction."



Resolution:

Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of CHPP in Sovetskaya Gavan, CJSC on the “Approval of execution of related transactions, being a major transaction”FOR the following resolution:

"Approve execution by CHPP in Sovetskaya Gavan CJSC of the related transactions, being a major transaction:

1. Design documents sale and purchase agreement for implementation of the investment project “Construction of CHPP in Sovetskaya Gavan, Khabarovsk Krai” (hereinafter referred to as the "Agreement"), executed under the following terms:

Parties to the Agreement:

The Seller – JSC RAO Energy System of East

The Buyer – CHPP in Sovetskaya Gavan, CJSC.

Subject of the Agreement:

The Seller undertakes to transfer the ownership of design documents to the Buyer (hereinafter referred to as the "Project") composed of:

- Engineering study of the unit capacity of the main generating equipment and total installed electrical and thermal capacity of the CHPP:

- Design documents

- Detailed documents

with the exclusive right to the use intellectual activity deliverables expressed in the Project, and the Buyer undertakes to accept the Project with the exclusive right to use intellectual activity deliverables expressed therein, and pay the cost thereof.

The Project transfer order:

The Seller shall deliver to the Buyer:

- Four (4) sets of the Project documentation in hard copy;

- One (1) set of the Project documentation in electronic form;

- One (1) copy of opinion on examination of the estimation cost of the facility "Construction of the CHPP in Sovetskaya Gavan, Khabarovsk Krai" by the Federal Autonomous Institution State Expert Evaluation Department of Russia No. 117-14/HGE-1246/04 dated April 24, 2014 in hard copy;

- One (1) copy of the positive opinion of the state examination of the capital facility "Construction of the CHPP in Sovetskaya Gavan, Khabarovsk Krai" by the Federal Autonomous Institution State Expert Evaluation Department of Russia No. 101-14/HGE-1246/05 dated April 01, 2014 in hard copy;

- One (1) copy of the report by EnergoFihtner LLC dated April 03, 2012 to Agreement No. 10-12-0003 dated February 08, 2012 in hard copy;

- One (1) copy of the report by Institute Teploelectroproject OJSC dated March 14, 2012 to Agreement No. 920/1-12 dated February 08, 2012 in hard copy;

- One (1) copy of the report by SGS Vostok Limited CJSC dated June 17, 2012 to Agreement No. SA-AW103-MO-12 dated June 05, 2012 in hard copy.

All documents shall be delivered in original copies at the Seller's location within 10 days from the moment of signing of the Agreement.

Price of the Agreement:

Three hundred seven million twenty-four thousand two hundred eight rubles 84 kopecks (RUB 307,024,208.84), including 18% VAT in the amount of forty-six million eight hundred and thirty-four thousand two hundred and one ruble 35 kopecks (RUB 46,834,201.35).

2. Novation agreement (hereinafter referred to as the "Agreement") concluded under the following terms:

Parties to the Agreement:

The Customer – JSC RAO Energy System of East

The Contractor – Sibirsky ENTS CJSC

The Assignee – CHPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

1) The Customer transfers and the Assignee accepts the following rights (demands) assigned by the Customer to the Contractor under Agreement for Design and Exploration Work No. 10-131/131-P dated June 21, 2010 (hereinafter referred to as the "DEW Agreement") concluded between the Customer and the Contractor:

- For development of detailed documentation under the project "Construction of CHPP in Sovetskaya Gavan, Khabarovsk Krai" in the scope and within the terms established by the DEW Agreement;

- For ensuring performance of obligations, as well as other rights related to the demand, including the right for unpaid interest;

- All other rights (demands) to the Contractor under the DEW Agreement in the scope and under the terms existing as of the date of execution of the Agreement, including the right for recovery of damages (fine, penalty) for violation of the obligations under the DEW Agreement by the Contractor, as well as rights (demands) to the Contractor arising according to the terms of the DEW Agreement after the Agreement commencement.

2) The Customer transfers and the Assignee accepts all debts (transfers all obligations) owed to the Contractor under the DEW Agreement in the scope and under the terms existing as of the Agreement execution date, as well as obligations arising according to the terms of the DEW Agreement after the Agreement commencement.

Price of the DEW Agreement:Four hundred sixty-one million six hundred one thousand six hundred eighty-two rubles 28 kopecks (RUB 461,601,682.28), including 18% VAT in the amount of seventy million four hundred thirteen thousand eight hundred fifteen rubles 94 kopecks (RUB 70,413,815.94).

The Contractor has partially performed its obligations to the Customer under the DEW Agreement in the amount of two hundred ninety-nine million sixty-two thousand seven hundred five rubles 28 kopecks (RUB 299,062,705.28), including VAT in the amount of forty-five million six hundred nineteen thousand seven hundred thirty-four rubles 70 kopecks (RUB 45,619,734.70).

The Customer has partially performed its obligations to the Contractor under the DEW Agreement, having paid the amount oftwo hundred ninety-nine million sixty-two thousand seven hundred five rubles 28 kopecks (RUB 299,062,705.28), including VAT in the amount of forty-five million six hundred nineteen thousand seven hundred thirty-four rubles 70 kopecks (RUB 45,619,734.70).

The Contractor has obligations to perform under the DEW Agreement in the amount of one hundred sixty-two million five hundred thirty-eight thousand nine hundred seventy-seven rubles (RUB 162,538,977.00), including VAT in the amount of twenty-four million seven hundred ninety-four thousand eighty-one ruble 24 kopecks (RUB 24,794,081.24).

Simultaneous transfer of rights and obligations under the DEW Agreement based on the Agreement shall be treated as the Parties' counter-performance."



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



Item No. 7: Approval of transactions made by the Company:

7.1. On approval of the Optional Health Insurance Agreement concluded between JSC RusHydro and OJSC IC Allianz, being an interested party transaction.



Resolution:

1. Determine the limit price (monetary value) of the services under the Optional Health Insurance Agreement (including supplementary agreements thereto) made between JSC RusHydro and OJSC IC Allianz, and being an interested party transaction, to be sixty-four million eight hundred and thirty-three thousand nine hundred and twenty five rubles 50 kopecks (RUB 64,833,925.50), VAT free.

2. Approve the Optional Health Insurance Agreement (including supplementary agreements thereto) (hereinafter referred to as the "OHI Agreement"), being an interested party transaction, on the following material terms.

Parties to the Agreement:

The Insured – JSC RusHydro

The Insurer – OJSC IC Allianz.

Subject of the OHI Agreement:

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

Insured Persons (Beneficiaries):

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

The Insurance Object:

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

Insured Event:

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

Insured Sum:

- For the risk of outpatient care expenses – 2,250,000 rubles

- For the risk of in-patient care expenses – 4,500,000 rubles

- For the risk of emergency medical care expenses – 600,000 rubles

- For the risk of expenses for medical care and transportation services while being abroad, in Russia and CIS countries 100 kilometers from the permanent place of residence – ruble equivalent of USD 100,000, but not less than 3,000,000 rubles.

Limit Price of OHI Services:

Sixty-four million eight hundred thirty-three thousand nine hundred twenty five rubles 50 kopecks (RUB 64,833,925.50), VAT free.

Term of the OHI Agreement:

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



Voting results:

"For" – 10 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, V. M. Zimin, S. N. Ivanov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Due to the fact that members of the Company's Management Board are insured persons (the beneficiaries under the agreement) according to Article 81 of the Federal Law "On Joint-Stock Companies", the OHI Agreement concluded between JSC RusHydro and OJSC IC Allianz is an interested party transaction.

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 have no 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 Article 81 of the Federal Law "On Joint-Stock Companies", is recognized as an interested party.

Resolution approved.



7.2. On approval of the Paid Service Contract between the Company and All-Russian Association of Employers Russian Union of Industrialists and Entrepreneurs (OOR RSPP) as an interested party transaction on the following material terms:



Resolution:

1. Determine the price (monetary value) of the services rendered under the Paid Service Contract made between JSC RusHydro and OOR RSPP, being an interested party transaction, to be two hundred and twenty thousand rubles 00 kopecks (RUB 220,000), inclusive of 18% VAT in the amount of thirty-three thousand five hundred fifty-nine rubles 32 kopecks (RUB 33,559).

2. Approve the Paid Service Contract, being an interested party transaction, on the following material terms:

Parties to the Contract:

The Customer – JSC RusHydro

The Contractor – All-Russian Association of Employers Russian Union of Industrialists and Entrepreneurs (OOR RSPP).

Subject of the Contract:

The Contractor undertakes to render the services of organization and public endorsement of the non-financial report concerning RusHydro Group's sustainable development for 2013 to the Customer, and the Customer shall pay for these services.

Term of the services:

From the contract execution date to December 31, 2014.

Price of the contract:

Two hundred and twenty thousand rubles 00 kopecks (RUB 220,000), including 18% VAT in the amount of thirty-three thousand five hundred and fifty-nine rubles 00 kopecks (RUB 33,559).



Voting results:

"For" – 10 (B. I. Ayuev, Dr. K. A. Berndt, 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 concluded between JSC RusHydro and OOR RSPP is recognized to be an interested party transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as A. E. Bugrov, member of the Board of Directors of JSC RusHydro, and E. V. Dod, member of the Board of Directors of JSC RusHydro, at the same time are members of the Management Board of OOR RSPP.

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 the transaction settlement.

During vote counting in relation to this item the votes of A. E. Bugrov, member of the Board of Directors of JSC RusHydro, 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 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.



7.3. On transactions executed by the Company with stock and shares of organizations in which the Company has a stake.



Resolution:

1. Approve the Company's (hereinafter referred to as the "Buyer") execution of the agreements for purchase of shares of organizations in which the Company has a stake, on the following terms (hereinafter referred to as the "Agreement(s)"):

1.1.1. JSC Leningradskaya PSHPP (Issuer 1) undertakes to transfer the ownership of additional equity shares placed by Issuer 1, in the amount of no more than nine hundred million (900,000,000) shares, with the nominal value of one (1) ruble each at the placement price of one (1) ruble per 1 share to the Buyer, and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 1 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 1.

The Buyer' share in the authorized capital of Issuer 1 shall not change and shall be 100%.

1.1.2. Instruct the representatives of the Company in management bodies of Issuer 1 to vote FOR the resolutions related to increase of the authorized capital on the following terms:

- Increase of the number of authorized shares of JSC Leningradskaya PSHPP by nine hundred million (900,000,000) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Leningradskaya PSHPP;

- Increase of the authorized capital of JSC Leningradskaya PSHPP by placing additional registered uncertificated equity shares in the amount of nine hundred million (900,000,000) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC Leningradskaya PSHPP.

1.2.1. JSC Nizhne-Bureyskaya HPP (Issuer 2) undertakes to transfer the ownership of additional equity shares placed by Issuer 2, in the amount of no more than twenty-three billion seven hundred eighty-one million seven hundred thousand (23,781,700,000) shares, with the nominal value of one (1) ruble each at the placement price of one (1) ruble per 1 share to the Buyer, and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 2 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 2.

The Buyer' share in the authorized capital of Issuer 2 shall not change and shall be 100%.

1.2.2. Instruct the representatives of the Company in management bodies of Issuer 2 to vote FOR the resolutions related to increase of the authorized capital (introduction of changes in the earlier adopted resolution on the increase of the authorized capital) on the following terms:

- Increase of number of authorized shares of JSC Nizhne-Bureyskaya HPP by twenty-three billion seven hundred eighty-one million seven hundred thousand (23,781,700,000) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Nizhne-Bureyskaya HPP;

- Increase of the authorized capital of JSC Nizhne-Bureyskaya HPP by placing additional registered uncertificated equity shares in the amount of twenty-three billion seven hundred eighty-one million seven hundred thousand (23,781,700,000) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment set-off of monetary claims against JSC Nizhne-Bureyskaya HPP.

1.3.1. JSC Sulaksky Hydrocascade (Issuer 3) undertakes to transfer the ownership of additional equity shares placed by Issuer 3, in the amount of no more than one billion three hundred ninety-three million one hundred thousand (1,393,100,000) shares, with the nominal value of one (1) ruble each at the placement price of one (1) ruble per 1 share to the Buyer, and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 3 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 3.

The Buyer' share in the authorized capital of Issuer 3 shall not change and shall be 100%.

1.2.3. Instruct the representatives of the Company in management bodies of Issuer 3 to vote FOR the resolutions related to increase of the authorized capital on the following terms:

- Increase of number of authorized shares JSC Sulaksky Hydrocascade by one billion three hundred ninety-three million one hundred thousand (1,393,100,000) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Sulaksky Hydrocascade;

- Increase of the authorized capital of JSC Sulaksky Hydrocascade by placing additional registered uncertificated equity shares in the amount of one billion three hundred ninety-three million one hundred thousand (1,393,100,000) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC Sulaksky Hydrocascade.

1.4.1. JSC Zagorskaya PSHPP-2 (Issuer 4) undertakes to transfer the ownership of additional equity shares placed by Issuer 4, in the amount of no more than nine billion (9,000,000,000) shares, with the nominal value of one (1) ruble each at the placement price of one (1) ruble per 1 share to the Buyer, and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 4 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 4.

The Company' share in the authorized capital of JSC Zagorskaya PSHPP-2 shall not change and shall be 100%.

1.2.4. Instruct the representatives of the Company in management bodies of Issuer 4 to vote FOR the resolutions related to increase of the authorized capital (introduction of changes in the earlier adopted resolution on the increase of the authorized capital) on the following terms:

- Increase of number of authorized shares of JSC Zagorskaya PSHPP-2 by nine billion (9,000,000,000) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Zagorskaya PSHPP-2;

- Increase of the authorized capital of JSC Zagorskaya PSHPP-2 by placing additional registered uncertificated equity shares in the amount of nine billion (9,000,000,000) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC Zagorskaya PSHPP-2.

1.5.1. JSC Hydroinvest (Issuer 5) undertakes to transfer the ownership of additional equity shares placed by Issuer 5, in the amount of no more than fifteen billion one hundred four million two hundred sixty-seven thousand nine hundred eighty-five (15,104,267,985) shares, with the nominal value of one (1) ruble each at the placement price of one (1) ruble per 1 share to the Buyer, and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 5 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 5.

The Buyer' share in the authorized capital of Issuer 5 shall not change and shall be 100%.

1.2.5. Instruct the representatives of the Company in management bodies of Issuer 5 to vote FOR the resolutions related to increase of the authorized capital on the following terms:

- Increase of number of authorized shares of JSC Hydroinvest by fifteen billion one hundred four million two hundred sixty-seven thousand nine hundred eighty-five (15,104,267,985) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Hydroinvest;

- Increase of the authorized capital of JSC Hydroinvest by placing additional registered uncertificated equity shares in the amount of fifteen billion one hundred four million two hundred sixty-seven thousand nine hundred eighty-five (15,104,267,985) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC Hydroinvest.

1.6.1. JSC ESC RusHydro (Issuer 6) undertakes to transfer the ownership of additional equity shares placed by Issuer 6, in the amount of no more than fourteen million two hundred and twenty-one thousand three hundred and sixty-eight (14,221,368) shares, with the nominal value of one (1) ruble each at the placement price of one (1) ruble per 1 share, to the Buyer and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 6 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 6.

The Buyer' share in the authorized capital of Issuer 6 shall not change and shall be 100%.

1.2.6. Instruct the representatives of the Company in management bodies of Issuer 6 to vote FOR the resolutions related to increase of the authorized capital on the following terms:

- Increase of number of authorized shares of JSC ESC RusHydro by fourteen million two hundred twenty one thousand three hundred sixty-eight (14,221,368) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC ESC RusHydro;

- Increase of the authorized capital of JSC ESC RusHydro by placing additional registered uncertificated equity shares in the amount of fourteen million two hundred twenty one thousand three hundred sixty-eight (14,221,368) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC ESC RusHydro.

1.7.1. JSC Dagestan SHPP (Issuer 7) undertakes to transfer the ownership of additional equity shares placed by Issuer 7, in the amount of no more than twenty-seven thousand five hundred eighty-one (27,581) shares, with the nominal value of one thousand (1,000) rubles each at the placement price of one thousand (1,000) rubles per 1 share, to the Buyer and the Buyer shall accept them and shall pay for them.

The Buyer pays for the shares of Issuer 7 by cashless transfer of funds and/or by set-off of monetary claims against Issuer 7.

The Buyer' share in the authorized capital of Issuer 7 shall not change and shall be 100%.

1.2.7. Instruct the representatives of the Company in management bodies of Issuer 7 to vote FOR the resolutions related to increase of the authorized capital on the following terms:

- Increase of number of authorized shares of JSC Dagestan SHPP by twenty-seven thousand five hundred eighty-one (27,581) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Dagestan SHPP;

- Increase of the authorized capital of JSC Dagestan SHPP by placing additional registered uncertificated equity shares in the amount of twenty-seven thousand five hundred eighty-one (27,581) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment set-off of monetary claims against JSC Dagestan SHPP.

2.1. Instruct the representatives of JSC Zaramagskiye HPPs in management bodies of Issuer 2 to vote FOR the necessary resolutions related to increase of the authorized capital (introduction of changes in the earlier adopted resolution on the increase of the authorized capital) on the following terms:

- Increase of number of authorized shares of JSC Zaramagskiye HPPs by seven million eighty-three thousand two hundred and sixty (7,083,260) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Zaramagskiye HPPs;

- Increase of the authorized capital of JSC Zaramagskiye HPPs by placing additional registered uncertificated equity shares in the amount of no more than seven million eighty-three thousand two hundred and sixty (7,083,260) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC Zaramagskiye HPPs.

2.2. Instruct the representatives of JSC Ust-Srednekanskaya HPP in management bodies of Issuer 2 to vote FOR the resolutions related to increase of the authorized capital (introduction of changes in the earlier adopted resolution on the increase of the authorized capital) on the following terms:

- Increase of number of authorized shares of JSC Ust-Srednekanskaya HPP by eleven billion (11,000,000,000) shares;

- Authorized shares confer their owners the rights stipulated by Paragraph 6.2 of the Charter of JSC Ust-Srednekanskaya HPP;

- Increase of the authorized capital of JSC Ust-Srednekanskaya HPP by placing additional registered uncertificated equity shares in the amount of eleven billion (11,000,000,000) shares;

- Placement type – private placement, additional shares are expected to be placed among the following entities – Open Joint-Stock Company Federal Hydro-Generating Company – RusHydro (OGRN (Primary State Registration Number) 1042401810494);

- Share payment terms – monetary funds, with a possibility to make payment by set-off of monetary claims against JSC Ust-Srednekanskaya HPP.

3. Determine that the volume of shares placed by JSC Leningradskaya PSHPP, JSC Nizhne-Bureyskaya HPP, JSC Zaramagskiye HPPs, JSC Zagorskaya PSHPP-2 and JSC Ust-Srednekanskaya HPP is deemed adjusted from the moment the Board of Directors of JSC RusHydro approves the changes and amendments in the investment program of JSC RusHydro for 2014-2016, approved by the order of the Ministry of Energy of Russia.

4.1. Approve the Company's additional contribution for the purposes of increasing the authorized capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia in the amount of no more than one billion six hundred eighty-four million seven hundred twenty thousand rubles (RUB 1,684,720,000).

JSC RusHydro pays the additional contribution in the authorized capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia by cashless transfer of funds and/or by set-off of monetary claims against LLC MHPP of Stavropol Krai and Karachay-Cherkessia.

The share of JSC RusHydro in the authorized capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia shall remain unchanged and shall be 100%.

4.2. Approve the additional contribution of the Company for the purposes of increasing the authorized capital of Fiagdonskaya SHPP LLC in the amount of no more than seventeen million seventeen thousand one hundred fifteen rubles 49 kopecks (RUB 17,017,115).

JSC RusHydro pays the additional contribution in the authorized capital of Fiagdonskaya SHPP LLC by cashless transfer of funds and/or by set-off of monetary claims against Fiagdonskaya SHPP LLC.

The share of JSC RusHydro in the authorized capital of Fiagdonskaya SHPP LLC shall remain unchanged and shall be 100%.

4.3. Instruct representatives of the Company in the management bodies of LLC MHPP of Stavropol Krai and Karachay-Cherkessia and Fiagdonskaya SHPP LLC to vote FOR the increase of the authorized capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia and Fiagdonskaya SHPP LLC on terms stipulated by Paragraphs 4.1., 4.2 of this resolution, and with due account for possible adjustment of the investment program of JSC RusHydro for 2014-2016.



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



7.4. On approval of transactions related to transfer of the Company's property without compensation.



Resolution:

Approve Compensation Payment Agreements stipulated by termination or change of terms of water use by third parties, as transactions related to transfer of the Company's property without compensation, on the following terms:

Parties to the Agreements:

The Payer – JSC RusHydro

The Payees – municipalities specified in Annex 4 to the Minutes.

Subject of the Agreement:

The Payer makes compensation payments to the Payees during 2014 in the amount of cost of services involving water supply to a payee, which are necessitated by termination or change of terms of water use because of ground flooding for the needs of Chirkeyskaya HPP stipulated by the Agreements.

Price of the Agreements:

The amounts of compensation payments to each Payee are indicated in Annex No. 4 to the Minutes.

The maximum amount of all compensation payments is forty-nine million fifty rubles 60 kopecks (RUB 49,000,050.6).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



7.5. On approval of the agreement concluded between JSC RusHydro and JSC Lenhydroproject, being an interested party transaction.



Resolution:

1. Determine that the price of works performed under the Contractor Agreement between JSC RusHydro and JSC Lenhydroproject, which is an interested party transaction, amounts to RUB 472,000,000.00 (four hundred seventy-two million rubles 00 kopecks), including VAT (18%) in the amount of RUB 72,000,000.00 (seventy-two million rubles 00 kopecks).

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

Parties to the Agreement:

The Customer – JSC RusHydro

The Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor undertakes to perform works for development of working documentation for complex reconstruction of Votkinskaya HPP (complex part), based on the Customer's work order, at its own risk, using its own materials, and to deliver the deliverables thereof to the Customer, and the Customer undertakes to create the conditions described in the Agreement for the Contractor to perform the Works, to accept deliverables thereof, and to pay the cost of the works as specified in 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 – April 15, 2014

Completion date – July 30, 2021.

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 April 15, 2014.



Voting results:

"For" – 10 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, V. M. Zimin, S. N. Ivanov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

The Contractor 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 the transaction 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.



7.6. On approval of Contractor Agreement No. 6672 dated September 26, 2008 and Supplementary Agreement No. 9 to the Agreement between JSC RusHydro and JSC Institute Hydroproject, being interested party transactions.



Resolution:

1. Determine that the total cost of work performed under Contractor Agreement No. 6672 dated September 26, 2008 including supplementary agreements to the Agreement between JSC RusHydro and JSC Institute Hydroproject, being an interested party transaction, is one hundred twelve million sixty-three thousand five hundred eight rubles 20 kopecks (RUB 112,063,508), including 18% VAT in the amount of seventeen million ninety-four thousand four hundred thirty-three rubles 45 kopecks (RUB 17,094,433).

2. Approve Contractor Agreement No. 6672 dated September 26, 2008 (hereinafter referred to as the "Agreement") and Supplementary Agreement No. 9 to the Agreement between JSC RusHydro and JSC Institute Hydroproject, being interested party transactions.

Parties:

The Contractor – JSC Institute Hydroproject

The Customer – JSC RusHydro.

Subject of the Agreement:

The Customer instructs and the Contractor undertakes to perform project development on the topic: "Transfer of 500 kV connections at Zagorskaya PSHPP from the existing 500 kV outdoor switchgear to the general 500 kV SF6 insulated switchgear/control gear at Zagorskaya PSHPP and Zagorskaya PSHPP-2."

Subject of the Supplementary Agreement No. 9:

1. Change of work completion date:

Paragraph 3.2 of the Agreement shall be amended to read as follows:

"3.2. Work completion date: November 21, 2014."

2. Modification of the procedure of payment for works:

Paragraph 6.4 of the Agreement shall be amended to read as follows:

"6.4. Subsequent payments for performed stages of the Works according to the Works Schedule shall be made by the CUSTOMER in the amount of price for this stage of Works with deduction of an amount equal to the advance payment part determined in the same proportion as the proportion of the price of this stage of Works to the Agreement price.

Settlement for the performed stages of the Works shall be made by the CUSTOMER within thirty (30) days from the date the invoice and the pro forma invoice issued by the CONTRACTOR based on the work acceptance certificate executed by the Parties are received.

Settlement for performed stage No. 6.4 shall be made by the CUSTOMER within sixty (60) days from the date the invoice and the pro forma invoice issued by the CONTRACTOR based on the work acceptance certificate executed by the Parties are received."

3. Amendment of Annex No. 1 "Technical Assignment", No. 2 "Works Schedule", No. 4 "Performed Work Payment Schedule" to the Agreement due to alteration of the work completion date and payment terms under the Agreement.

Price of the Agreement taking into account supplementary agreements:

is determined in Paragraph 1 of this Resolution.

Works completion term:

Work commencement – September 30, 2008

Work completion – November 21, 2014.



Voting results:

"For" – 10 (B. I. Ayuev, Dr. K. A. Berndt, A. E. Bugrov, M. S. Bystrov, V. I. Danilov-Danilyan, V. M. Zimin, S. N. Ivanov, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

The Contractor Agreement and supplementary agreement thereto concluded between JSC RusHydro and JSC Institute Hydroproject are 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 Institute Hydroproject 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 the transaction 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. 8: On priority areas of the Company's activities:

8.1: On execution of free bilateral agreements for sale and purchase of power with guarantee suppliers in the respective constituent entities of the Russian Federation in the second price zone of the wholesale market for electricity and power.



Resolution:

1. Approve the sale of power in 2014 under free bilateral agreements for sale and purchase of power in the respective constituent entities of the Russian Federation in the second price zone of the wholesale market for electricity and power according to the list of guarantee suppliers specified in Annex No. 5 to the Minutes (hereinafter referred to as the "Agreements").

2. Approve the procedure of pricing for power sold by the Company under the Agreements according to Annex No. 6 to the Minutes.



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



8.2: On sstatus of implementation of priority projects involving the construction of four facilities in the Far East(Blagoveshchenskaya CHPP (2nd stage), Yakutskaya SDPP-2 (1st stage), CHPP in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (1st stage)).



Resolution:

Take note of information on sstatus of implementation of priority projects involving the construction of four facilities in the Far East (Blagoveshchenskaya CHPP (2nd stage), Yakutskaya SDPP-2 (1st stage), CHPP in Sovetskaya Gavan, Sakhalinskaya SDPP-2 (1st stage)) as of April 01, 2014 (Annex No. 7 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



Item No. 9:On review of the reports of Chairmen of Committees under the Board of Directors of the Company on the results of business activities from July 15, 2013 to May 31, 2014.



Resolution:

1. Approve the report of the Audit Committee under the Board of Directors of the Company on the results of the Committee's activities from July 15, 2013 to May 31, 2014 (Annex No. 8 to the Minutes).

2. Approve the report of the Investment Committee under the Board of Directors of the Company on the results of the Committee's activities from July 15, 2013 to May 31, 2014 (Annex No. 9 to the Minutes).

3. Approve the report of the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors of the Company on the results of the Committee's activities from July 15, 2013 to May 31, 2014 (Annex No. 10 to the Minutes).

4. Approve the report of the Strategy Committee under the Board of Directors of the Company on the results of the Committee's activities from July 15, 2013 to May 31, 2014 (Annex No. 11 to the Minutes).

5. Approve the report of the Human Resources and Compensation Committee under the Board of Directors of the Company on the results of the Committee's activities from July 15, 2013 to May 31, 2014 (Annex No. 12 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



Item No. 10:On execution of resolutions of the Board of Directors of JSC RusHydro.



Resolution:

Approve postponing of execution of the Company's Board of Directors instructions (Annex No. 13 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.





Item No. 11:On review of the Company's Management Board Activities Report for 2013.



Resolution:

Approve the Company's Management Board Activities Report for 2013 (Annex No. 14 to the Minutes).



Voting results:

"For" – 11 (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, M. I. Poluboyarinov, V. M. Stolyarenko, S. V. Shishin)

"Against" – 0

"Abstained" – 1 (D. S. Morozov).

Resolution approved.





Chairman of the Board of Directors M. I. Poluboyarinov

Corporate Secretary М. V. Zavalko

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