Minutes of 01.12.2014 №207

MINUTES No. 207

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):

November 28, 2014, 16 hours 00 minutes

(Moscow time)

Minutes date:

December 01, 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,

M.S. Bystrov,

V.I. Danilov-Danilyan,

E.V. Dod

V.M. Zimin,

L.V. Kalanda,

D.S. Morozov,

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 the Company’s subsidiaries and affiliates.
  2. On execution of key performance indicators of JSC RusHydro for Q3 2014.
  3. On execution of resolutions of the Board of Directors of JSC RusHydro.
  4. On amendments and additions to the List of Non-Core Assets of the Company.

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 the Company’s subsidiaries and affiliates:


1.1. On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda items of the meetings of the Board of Directors of JSC ChirkeyGESstroy, JSC Zaramagskiye HPPs:


“On participation of the Company in other organizations”.


Resolution:


Commission representatives of the Company in the Boards of Directors of JSC Zaramagskiye HPPs and JSC СhirkeyGESstroy to vote on the agenda item of the Board of Directors “On participation of the Company in other organizations” FOR the transactions with shares of JSC RusHydro on the following material terms:


1. Disposal of 29,205,310 ordinary registered shares of JSC RusHydro by JSC СhirkeyGESstroy in favor of EZOP LLC under a purchase-and-sale agreement at a price of RUB 0.557 per share.

The interest of JSC СhirkeyGESstroy in JSC RusHydro: prior to disposal of shares: 0.00756%; after the disposal of shares: 0%.


2. Disposal of 271,302,097 ordinary registered shares of JSC RusHydro by JSC Zaramagskiye HPPs in favor of EZOP LLC under a purchase-and-sale agreement at a price of RUB 0.557 per share.

The interest of JSC Zaramagskiye HPPs in JSC RusHydro: prior to disposal of shares: 0.07024%; after the disposal of shares: 0%.


Voting results:


“For” – 10 (B.I. Ayuyev, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.


Resolution approved.


1.2. On stationing position of JSC RusHydro’s representatives in the Board of Directors of the Company’s subsidiaries and affiliates regarding execution of transactions (including some inter-related transactions), related to disposal or possible disposal of property, represented by fixed assets, intangible assets, assets under construction earmarked for production, transmission, dispatch, and distribution of electric and thermal energy.


Resolution:


Commission representatives of JSC RusHydro in the management bodies of JSC Leningradskaya PSHPP to vote FOR the following resolution:

Approve the sale and purchase agreement for immovable and movable property as a transaction related to disposal or possible disposal of property, represented by fixed assets, intangible assets, assets under construction earmarked for production, transmission, dispatch, and distribution of electric and thermal energy under the following material terms:


Parties:

The Seller – JSC Leningradskaya PSHPP;

The Buyer – JSC RusHydro.


Subject of the Agreement:

The Seller shall transfer and the Buyer shall accept and pay for the immovable and movable property (hereinafter – “the Property”) according to Annex No. 1 to the Minutes.


Price of the property:

RUB 718,908,657 (seven hundred eighteen million nine hundred eight thousand six hundred fifty-seven rubles) plus 18% VAT in the amount of RUB 129,403,558 (one hundred twenty-nine million four hundred and three thousand five hundred fifty-eight rubles 26 kopecks).


Payment form:

Russian rubles.


Voting results:


“For” – 10 (B.I. Ayuyev, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.


Resolution approved.


Item No. 2: On execution of key performance indicators of JSC RusHydro for Q3 2014.


Resolution:


Approve the Report on Execution of Key Performance Indicators of JSC RusHydro for Q3 2014 (Annex No. 2 to the Minutes).


Voting results:


“For” – 7 (V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 1 (M.S. Bystrov).

“Abstained” – 2 (B.I. Ayuev, D.S. Morozov).


Resolution approved.


The special opinion of M.S. Bystrov, member of the Board of Directors of the Company, is attached hereto.


Item No. 3: On execution of resolutions of the Board of Directors of JSC RusHydro.


Resolution:

  1. Take a note on the report on development and approval of internal documents related to intellectual property control system prepared in accordance with the guidelines for control under intellectual property rights (Intellectual Property Result Management System Concept – Annex No. 3 to the Minutes).
  2. Commission the Company’s Management Board to submit the results of audit of the Innovative Development Program for 2011–2014 and the draft outline of the Innovative Development Program of JSC RusHydro and its SDCs for 2015–2018 for review by the Reliability, Energy Efficiency and Innovations Committee under the Board of Directors considering recommendations based on the results of audit by December 31, 2014.
  3. Approve the extension of deadline for execution of the Company's Board of Directors' commission to update the Innovative Development Program of JSC RusHydro and its subsidiaries and affiliates (Annex No. 4 to the Minutes).

Voting results:


“For” – 10 (B.I. Ayuyev, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, L.V. Kalanda, D.S. Morozov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 0.


Resolution approved.


Item No. 4: On amendments and additions to the List of Non-Core Assets of the Company.


Resolution:


Make the amendments and additions to the List of Non-Core Assets of the Company, approved by the Board of Directors of the Company on February 19, 2014 (Minutes No. 193 dated February 19, 2014) in accordance with Annex No. 5 to the Minutes.


Voting results:


“For” – 9 (B.I. Ayuyev, M.S. Bystrov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, D.S. Morozov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

“Against” – 0.

“Abstained” – 1 (L.V. Kalanda).


Resolution approved.


The special opinion of A.N. Shishkin, member of the Board of Directors of the Company, is attached hereto.


Chairman of the Board of Directors M.I. Poluboyarinov


Corporate Secretary М.V. Zavalko 

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