Minutes of 26.10.2014 №205

MINUTES No. 205

OF THE MEETING OF THE BOARD OF DIRECTORS


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

October 28, 2014, 16 hours 00 minutes

(Moscow time)

Minutes date:

October 29, 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 individuals.

Members of the Board of Directors

who attended the Meeting:



B. I. Ayuev,


M. S. Bystrov,

E. P. Volkov,

V. I. Danilov-Danilyan,


E. V. Dod


L. V. Kalanda,

V. M. Kravchenko,


D. S. Morozov,

V. V. Pivovarov,


M. I. Poluboyarinov,


S. V. Shishin,


A. N. Shishkin.


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 THE MEETING:

1. On stationing position of JSC “RusHydro” (representatives of JSC “RusHydro”) on the agenda items of the management bodies of subsidiaries and affiliates.

2. Approval of the Company’s transactions.

3. On amendments and supplements to the List of Non-Core Assets of the Company.

4. On organizational structure of JSC “RusHydro”.

5. On formation of the Management Board of JSC “RusHydro”.



RESULTS OF VOTING ON THE AGENDA ITEMS:



Item No. 1: On stationing position of JSC “RusHydro” (representatives of JSC “RusHydro”) on the agenda items of the management bodies of subsidiaries and affiliates:

On stationing position of JSC “RusHydro” (representatives of JSC “RusHydro”) on the agenda item of the management body of Yakutskaya GRES-2 CJSC:

Approval of the agreement for long-term service maintenance of four sets of gas-turbine power units of the Yakutskaya GRES-2 (1st stage), qualified as a major transaction.



Resolution:

Instruct the representatives of JSC “RusHydro” in the management body of Yakutskaya GRES-2 CJSC to vote FOR the following resolution on the “Approval of the agreement for long-term service maintenance of four sets of gas-turbine power units of Yakutskaya GRES-2 (1st stage), qualified as a major transaction”:

"Approve the agreement for long-term service maintenance of four sets of gas-turbine power units of Yakutskaya GRES-2 (1st stage) (hereinafter referred to as the "Agreement"), qualified as a major transaction, on the following material terms:

Parties to the Agreement:

Customer Yakutskaya GRES-2 CJSC;

Contractor – consortium of GE Energy Europe B.V. (a corporation established in accordance with the legislation of the Netherlands) and GE Rus LLC (a company established in accordance with the legislation of the Russian Federation);

Subject of the Agreement:

The Contractor undertakes to perform service maintenance of four sets of gas-turbine power units of Yakustkaya GRES-2 (1st stage) of LM6000PF DF type, produced by GE PACKAGED POWER, INC. (hereinafter referred to as the "Equipment"), based on the Customer's work order and the Customer undertakes to accept the results and pay for the work performed by the Contractor:

1) Scheduled maintenance of each unit of serviced Equipment, meaning periodical inspections of the Equipment, test operations, maintenance and/or replacement of details and components of the Equipment, clearly limited for each unit of the Equipment by performance of:

1.1. boroscopic examination and inspection of the Equipment every 4,000 hours of operation but at least once a year;

1.2. two repairs of the hot section module and the combustion chamber;

1.3. two gas turbine overhauls;

1.4. adjustment of the gas turbine combustion chamber operation;

1.5. renovation of guide bushes of compressor's turning vanes (to be performed according to the condition, every 12,500 hours);

1.6. minor inspection of the generator (to be performed every 25,000 hours of operation);

1.7. major inspection of the generator (to be performed every 50,000 hours of operation);

1.8. annual maintenance of the reducer, and in the period of hot section maintenance and gas turbine overhaul;

2) Unscheduled maintenance of the Equipment required for elimination of the consequences of failure of any component of the Equipment during operation or correction of an anomaly in such a component;

3) Additional work meaning the provision of spare parts and performance of work under the following circumstances:

3.1 to assess the condition, take required measures and eliminate defects and other impacts on the Equipment resulting from an excluded event (violation of permissible errors or improper operation of the Equipment, use of non-original spare parts, or the presence of extraneous substances in the Equipment);

3.2 to perform commercially available conversions, modifications and improvements as well as other works on the Equipment services, mutually agreed between the Customer and the Contractor;

3.3 to remove defects covered by the supply warranty under Equipment Supply Agreement No. 425476 dated December 26, 2013;

3.4 reducer maintenance beyond the scheduled technical maintenance volume;

3.5 supply of replacement parts, if spare part or system of the Equipment serviced has become or is becoming outdated;

3.6 additional replacement of the hot section and/or overhaul;

3.7 gas turbine maintenance caused by the use of excluded parts;

3.8 service bulletin work.

Price of the Agreement:

1) Price of scheduled maintenance:

The price of scheduled maintenance for the entire period of the Agreement for one set of the Equipment is twenty million sixty-five thousand two hundred fifteen (20,065,215) US dollars net of VAT.

The price of scheduled maintenance for the entire period of the Agreement for four sets of the Equipment is eighty million two hundred sixty thousand eight hundred sixty (80,260,860) US dollars net of VAT.

The price of scheduled maintenance shall be increased annually, beginning from January 1, 2016, by the largest value of the following figures: three (3) percent or the sum of three relative annual indexes divided by three (3): Labor Index, Industrial Production Index, Metal Index (calculated by the Labor Department and the Bureau of Labor Statistics (USA) according to Annex to the Agreement "Determination of the General Price Index Change (GPI)."

2) Price of unscheduled maintenance:

the Customer pays for the unscheduled maintenance according to hourly rates and prices for materials and work effective as of the moment of performance of such unscheduled maintenance.

3) Prices of additional works:

The Customer shall pay for the additional works in accordance with the hourly rates and rates for materials and works applicable at the moment of such additional works.

Term of the Agreement:

the Agreement becomes effective on the date of signature and is terminated upon the occurrence of any of the events below:

- on the date when each unit of the Equipment reaches the Works Termination Date (the date when such Equipment unit reaches the later of 150,000 hours of operation from the maintenance start date or the completion of the second overhaul of all units of the Equipment),

- expiration of the period of 20 years from the Equipment maintenance start date."



Voting results:

"For" – 10 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 2 (V. M. Kravchenko, D. S. Morozov).

Resolution approved.



Item No. 2: Approval of the Company’s transactions:

2.1. On transaction related to gratuitous transfer of property.



Resolution:

Approve an Agreement on gratuitous Transfer of Property under the following material terms:

Parties to the Agreement:

Party 1 – JSC “RusHydro”;

Party 2 – the municipal public institution Administration of Talakan Workers Settlement of Bureyskiy District of Amur Region.

Subject of the Agreement:

Party 1 transfers without compensation the title to the municipal public institution Talakan Settlement (Township) of Bureyskiy District of Amur Region and Party 2 shall accept pursuant to the terms and conditions of the Agreement the following item of immovable property: Administrative Building of the Construction Administration of the 4th priority, cadastral number: 28:11:000000:1671, identification number: 28:11:010201:0005:0/4970, purpose: non-residential, total area 791.9 sq.m., inventory No. 2004, letter: N/A, address: Amur Oblast, Bureysky District, urban-type settlement: Talakan, registration entry in the Uniform State Register of Immovable Property Rights and Transactions No. 28-28-03/004/2008-066 dated January 28, 2008 (hereinafter referred to as the "Administrative Building") and movable property located in the Administrative Building according to Appendix No. 1 to the Minutes (hereinafter referred to as the "Property").

Book (residual) value of the Administrative Building as of August 01, 2014:

Eight million nine hundred ninety-three thousand five hundred seventy-two (8,993,572) rubles 50 kopecks;

Book (residual) value of the Property as of August 01, 2014:

Ninety-eight million six hundred ninety thousand rubles (98,690) 56 kopecks.



Voting results:

"For" – 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 0.

Resolution approved.



2.2. On approval of the Agreement for Purchase and Sale of Property between JSC “RusHydro” and FGC UES JSC, qualified as interested party transaction.



Resolution:

1. To determine that the price of property to be transferred under the Agreement for Purchase and Sale of Property between JSC “RusHydro” and FGC UES JSC, qualified as interested party transaction, is two hundred million five hundred fifty-seven thousand two hundred ninety-six (200,557,296) rubles 98 kopecks, including VAT (18 %) amounting to thirty million five hundred ninety-three thousand four hundred eighty-five (30,593,485) rubles 98 kopecks.

2. To approve the Agreement for Purchase and Sale of Property between JSC “RusHydro” and FGC UES JSC, qualified as interested party transaction, made under the following material conditions:

Parties to the Agreement:

Buyer – JSC “RusHydro”;

Seller – FGC UES JSC.

Subject of the Agreement:

The Seller shall transfer to the Buyer design documentation and shunt reactor (hereinafter - the “Property”) and the Buyer shall accept and pay for the Property in the manner and within the time limits stipulated by the Agreement.

Price of the Property under the Agreement:

is determined according to Paragraph 1 of this resolution.

Property transfer time:

the Seller undertakes to transfer the Property to the Buyer on or prior to December 15, 2014.

Duration of the Agreement:

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



Voting results:

"For" – 9 (B. I. Ayuev, E. P. Volkov, V. I. Danilov-Danilyan, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 0.

The Sale and Purchase Agreement, concluded between JSC “RusHydro” and FGC UES JSC, 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 and V. M. Kravchenko, members of the Board of Directors of JSC “RusHydro”, at the same time are members of the Board of Directors of FGC UES JSC.

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 holding an interest in the transaction.

During vote counting in relation to this item the votes of M. S. Bystrov and V. M. Kravchenko, members of the Board of Directors of JSC “RusHydro” recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as interested parties, 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 – Chief Executive Officer of JSC “RusHydro” and is recognized according to Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director, are not counted.

Resolution approved.



2.3. On approval of the Lease Agreement between JSC “RusHydro” and FGC UES JSC, qualified as interested party transaction.



Resolution:

1. To determine that lease payments under the Lease Agreement between JSC “RusHydro” and FGC UES JSC, qualified as interested party transaction, amounts to one million six hundred forty-five thousand nine hundred thirty-five (1,645,935) rubles 28 kopecks including 18 % VAT – two hundred fifty-one thousand seventy-four (251,074) rubles 89 kopecks for the entire lease period.

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

Parties to the Agreement:

Lessor – JSC “RusHydro”

Lessee – FGC UES JSC

Subject of the Agreement:

In accordance with the Agreement, the Lessor transfers and the Lessee receives for temporary use parts of hydro-technical facilities beneficially owned by the Lessor and indicated in Annex No. 1 to the Agreement for the purpose of placement and maintenance of 220 KV and 500 KV power transmission lines towers , and the Lessee undertakes to accept the facilities and to pay for their use.

The list and the area of leased Facilities are indicated in Annex No. 2 to the Minutes.

Amount of lease payment under the Agreement:

Monthly lease payment amounts to one hundred forty-nine thousand six hundred and thirty (149,630) rubles 48 kopecks, including VAT at 18 % amounting to twenty-two thousand eight hundred twenty-four (22,824.99) rubles 99 kopecks. Total amount of the lease payment for the entire lease period is one million six hundred forty-five thousand nine hundred thirty-five (1,645,935) rubles 28 kopecks, including VAT at 18 % amounting to two hundred fifty-one thousand seventy-four (251,074) rubles 89 kopecks.

Effective term of the Agreement:

The Agreement becomes effective on the date of signature thereof and remains effective until March 31, 2015. The parties have agreed that the terms of this Agreement apply to the relations between the parties established since May 01, 2014.



Voting results:

"For" – 9 (B. I. Ayuev, E. P. Volkov, V. I. Danilov-Danilyan, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 0.

The Lease Agreement, concluded between JSC “RusHydro” and FGC UES JSC, 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 and V. M. Kravchenko, members of the Board of Directors of JSC “RusHydro”, at the same time are members of the Board of Directors of FGC UES JSC.

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 holding an interest in the transaction.

During vote counting in relation to this item the votes of M. S. Bystrov and V. M. Kravchenko, members of the Board of Directors of JSC “RusHydro” recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as interested parties, 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-Chief Executive Officer of JSC “RusHydro” and is recognized according to Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director, are not counted.

Resolution approved.



2.4. On approval of the Agreement between JSC “RusHydro” and JSC Lenhydroproject, qualified as interested party transaction.



Resolution:

1. To determine that the price of works performed under the Agreement between JSC “RusHydro” and JSC Lenhydroproject, qualified as interested party transaction, amounts to four hundred seventy-eight million six hundred forty-six thousand seven hundred (478,646,700) rubles 46 kopecks, including VAT (18 %) in the amount of seventy-three million thirteen thousand nine hundred and three (73,013,903) rubles 46 kopecks.

2. To 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 of the Agreement:

The Contractor undertakes to perform works for development of project documentation for comprehensive reconstruction of HPP of the Dagestan branch of JSC “RusHydro” 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 work, to accept the result of the work, and to pay the cost of the work as specified in the Agreement.

Price of the works under the Agreement:

is determined according to Paragraph 1 of this Resolution.

Works performance term:

Works commencement: August 04, 2014.

Works completion: September 30, 2018.

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 August 04, 2014.



Voting results:

"For" – 9 (B. I. Ayuev, E. P. Volkov, V. I. Danilov-Danilyan, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 2 (M. S. Bystrov, V. M. Kravchenko).

The Contractor 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 holding an interest in the transaction.

During the vote count on this item the vote of E. V. Dod, the member of the Board of Directors of JSC “RusHydro”, is not counted, as at the same time he is the Chairman of the Board and Chief Executive Officer 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.



2.5. On approval of the Rental Agreement between JSC “RusHydro” and JSC SO UPS, being a non-arm's-length transaction.



Resolution:

1. Determine that the lease payment under the Rental Agreement between JSC “RusHydro” and JSC SO UES, qualified as interested party transaction, amounts to twenty-four thousand thirty-four (24,034) rubles 34 kopecks including 18 % VAT – three thousand six hundred sixty-six (3,666) rubles 30 kopecks for the entire duration of the lease.

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

Parties to the Agreement:

Lessor – JSC “RusHydro”

Lessee – JSC SO UES

Subject of the Agreement:

The Lessor provides and the Lessee accepts for temporary ownership and use part of business facility No. 1, located on floor 2 of the paramilitary security services building at the address: Moskovkoye Shosse 2, bldg. No. 3, Zhigulevsk, Zhigulevsk City District, Samara Oblast (total area of 11.34 sq.m.) to be used for business purposes.

Amount of lease payment under the Agreement:

The monthly lease payment is two thousand one hundred eighty-four (2,184) rubles 94 kopecks including VAT (18 %) in the amount of three hundred thirty-three (333) rubles 30 kopecks. The total lease payment amount for the whole period of lease is twenty-four thousand thirty-four (24,034) rubles 34 kopecks including VAT (18 %) in the amount of three thousand six hundred sixty-six (3,666) rubles 30 kopecks.

Duration of the Agreement:

The Agreement becomes effective upon its signature and remains valid until July 31, 2015, and in terms of payment obligations – until full discharge thereof. The Parties agree that terms of the Agreement apply to relations between the Parties established since September 1, 2014.



Voting results:

"For" – 8 (E. P. Volkov, V. I. Danilov-Danilyan, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 0.

The Lease Agreement, concluded between JSC “RusHydro” and JSC SO UES, is recognized to be a non-arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as B. I. Ayuev, member of the Board of Directors of JSC RusHydro, at the same time is the Chairman of the Management Board of JSC SO UES, and M. S. Bystrov and V. M. Kravchenko, members of the Board of Directors of JSC “RusHydro”, at the same time are members of the Board of Directors of JSC SO UES. Moreover, the Russian Federation, represented by the Federal Property Management Agency, is a shareholder of JSC “RusHydro” and JSC SO UPS, which owns more than 20 % of voting shares of the Companies.

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.

In counting the votes on this item, the votes of B. I. Ayuev,M. S. Bystrov, V. M. Kravchenko, members of the Board of Directors of JSC “RusHydro”, are not counted as according to Article 81 of the Federal Law "On Joint-Stock Companies" they are recognized as interested parties, and E. V. Dod, member of the Board of Directors of JSC “RusHydro”, who at the same time is the Chairman of the Management Board – Chief Executive Officer of JSC “RusHydro” and according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies" is recognized as a dependent director.

Resolution approved.



2.6. On approval of transaction with equities and shares of the organizations where the Company participates.



Resolution:

1. Determine the price (monetary value) of the part of share (10.0000008 %) in the share capital of LLC VolgaHydro, owned by JSC “RusHydro”, in the amount of twelve million one hundred twelve thousand and sixty-three (12,112,063) rubles.

2. Approve the Contract for the sale and purchase of share in the share capital of LLC VolgaHydro on the following material terms:

Parties to the Agreement:

Buyer – Voith Hydro GmbH & Co. KG.

Seller – JSC “RusHydro”.

Subject of the Agreement:

The Seller sells to the Buyer a share (10.0000008 %) (hereinafter - the “Share”) with a par value of twelve million one hundred and twelve thousand sixty-three (12,112,063) rubles in the share capital of LLC VolgaHydro and the Buyer acquires the Share and agrees to pay for it the specified price under the procedure specified in the Agreement.

Price of the Share: is determined in Paragraph 1 of this Resolution.

Share payment method: in cash.

2. The share of JSC “RusHydro” in the share capital of LLC VolgaHydro, before the Share is alienated in accordance with this Resolution, amounts to 50.0000008 %; the share of JSC “RusHydro” in the share capital of LLC VolgaHydro, after alienation of the Share in accordance with this Resolution, amounts to 40 %.



Voting results:

"For" – 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 1 (V. M. Kravchenko).

Resolution approved.



2.7. On transactions related to gratuitous transfer of property.



Resolution:

Approve the transaction related to gratuitous transfer of property (property rights) to third parties on the following terms:

Parties to the Agreement:

Party 1 – JSC “RusHydro”;

Party 2 – the Ministry for State Property Management of the Republic of Dagestan.

Subject of the Agreement:

In accordance with the terms of the Agreement, Party 1 shall transfer the ownership of immovable property to the regional authorities, and Party 2 shall accept this immovable property: access road (area: total length 12,210 m, width 12 m, Inv. No. 107. Letter: A, address of the facility: the Republic of Dagestan, Untsukulsky District, Access Road section from the bridge on the 6 km of the Avarskoye Koysu River to PL-42+00 of Untsukul Road – Arakanskaya site, Certificate of State Registration of Title No. 474535, series 05-AA dated December 19, 2011 (hereinafter referred to as the "Property").

Book (residual) value of the Property:

One billion eight hundred ninety-eight million five hundred sixty-five thousand five hundred ninety-nine (1,898,565,599) rubles 23 kopecks.



Voting results:

"For" – 12 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 0.

Resolution approved.



Item No. 3: On amendments and supplements to the List of Non-Core Assets of the Company.



Resolution 3.1:

Introduce amendments and supplements to the List of Non-Core Assets of the Company, approved by the Resolution of the Board of Directors of the Company on February 17, 2014 (Minutes No. 193 dated February 19, 2014), according to AnnexNo. 3 to the Minutes.



Voting results:

"For" – 10 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 2 (V. M. Kravchenko, D. S. Morozov).

Resolution approved.



Resolution 3.2:

1. Approve the selling method of the non-core asset (100 % shares in JSC ESCO UES) included in the List of Non-Core Assets of the Company, approved by the resolution of the Company's Board of Directors on February 17, 2014 (Minutes No. 193 dated February 19, 2014) without competitive procedures, at a price determined by the independent appraiser, which cannot be lower than the current market price.

2. Instruct the executive bodies of the Company to send this resolution to the Federal Property Management Agency to prepare the relevant guidelines for the vote of the state representatives on the Board of Directors of the Company on the issue of termination of the Company's participation in JSC ESCO UES.



Voting results:

"For" – 9 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 3 (L. V. Kalanda, V. M. Kravchenko, D. S. Morozov).

Resolution approved.



Item No. 4: On organizational structure of JSC “RusHydro”.



Resolution:

Take into consideration and approve the changes in the organizational structure of
JSC “RusHydro” (Annex No. 4 to the Minutes).



Voting results:

"For" – 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



Item No. 5: On formation of the Management Board of JSC “RusHydro”:

5.1. On the size of the Management Board of
JSC “RusHydro”.



Resolution:

Determine the size of the Company's Management Board – 5 members.



Voting results:

"For" – 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



5.2. On termination of powers of members of the Management Board of JSC “RusHydro”.



Resolution:

Terminate powers of members of the Management Board: S. P. Tsoy, R. Sh. Alzhanov, K. V. Bessmertny, Y. V. Gorbenko, S. N. Abrashina, S. N. Tolstoguzova, S. V. Savina, E. E. Gorev, S. M. Voskresensky, V. A. Pekhtin. effective October 30, 2014



Voting results:

"For" – 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



5.3. On election of a member to the Management Board of JSC “RusHydro”.



Resolution:

1. To elect Vladimir A. Tokarev as a member of the Company's Management Board.

2. To instruct Evgeniy V. Dod, Chairman of the Management Board and Chief Executive Officer of JSC “RusHydro”, to define terms of the contract with Vladimir A. Tokarev, Member of the Management Board, and sign the documents required for implementation of clause 1 hereof in accordance with the labor legislation of the Russian Federation.



Voting results:

"For" – 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 1 (D. S. Morozov).

Resolution approved.



5.4. On combining positions of the Company’s Management Board Members in the governing bodies of other organizations.



Resolution:

To approve combining positions of the Member of the Company's Management Board and Chief Executive Officer of JSC MC HydroOGC by Vladimir A. Tokarev.



Voting results:

"For" – 11 (B. I. Ayuev, M. S. Bystrov, E. P. Volkov, V. I. Danilov-Danilyan, E. V. Dod, L. V. Kalanda, V. M. Kravchenko, V. V. Pivovarov, M. I. Poluboyarinov, S. V. Shishin, A. N. Shishkin).

"Against" – 0.

"Abstained" – 1 (D. S. Morozov).

Resolution approved.

The special opinion of V. M. Kravchenko, member of the Board of Directors of JSC “RusHydro”, is attached to the Minutes.



Chairman of the Board of Directors M. I. Poluboyarinov

Corporate Secretary М. V. Zavalko
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