Minutes of 02.03.2015 №210

MINUTES No. 210

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):

February 27, 2015, 18 hours 00 minutes

(Moscow time)

Minutes date:

March 2, 2015

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,

E.P. Volkov,

V.I. Danilov-Danilyan,

E.V. Dod,

V.M. Zimin,

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 implementation of Development Priorities of JSC RusHydro in 2014.
  2. On approval of the Report on Execution of Key Performance Indicators of the Company for Q4 2014 and 2014.
  3. On approval of the Report on the Progress of Implementation of Measures for 2014 in accordance with the List of Non-Core Assets of JSC RusHydro.
  4. On approval of the List of Non-Core Assets of JSC RusHydro for 2015.
  5. On approval of the Plan of activities (Roadmap) for Implementation of the Provisions of the Corporate Governance Code of JSC RusHydro.
  6. On approval of the Company’s transactions.
  7. On placement of bonds by the Company.
  8. On approval of the Report on Implementation of the Charity and Sponsorship Activities Plan of the Company in 2014.
  9. On approval of the Charity and Sponsorship Activities Plan of the Company for 2015.

RESULTS OF VOTING ON THE AGENDA ITEMS:


Item No. 1: On implementation of Development Priorities of JSC RusHydro in 2014.


Resolution:


Approve the Report on implementation of Development Priorities of JSC RusHydro in 2014 (Annex No. 1 to the Minutes).


Voting results:


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


“Against” – 0.


“Abstained” – 3 (M.S. Bystrov, V.M. Kravchenko, D.S. Morozov).


Resolution approved.


Item No. 2: On approval of the Report on Execution of Key Performance Indicators of the Company for Q4 2014 and 2014.


Resolution:


Approve the Report on Execution of Key Performance Indicators of JSC RusHydro for Q1 2014 (Annexes No. 2 and 3 to the Minutes).


Voting results:


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


“Against” – 0.


“Abstained” – 3 (M.S. Bystrov, V.M. Kravchenko, D.S. Morozov).


Resolution approved.


Item No. 3: On approval of the Report on the Progress of Implementation of Measures for 2014 in accordance with the List of Non-Core Assets of JSC RusHydro.


Resolution:


Approve the Report on Implementation of Measures in 2014 approved by the List of Non-Core Assets of the Company Annex No. 4 to the Minutes).


Voting results:


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


“Against” – 0.


“Abstained” – 4 (M.S. Bystrov, L.V. Kalanda, V.M. Kravchenko, D.S. Morozov).


Resolution approved.


Item No. 4. On approval of the List of Non-Core Assets of JSC RusHydro for 2015.


Resolution:

  1. Approve the new version of the Company's List of Non-Core Assets (Annex No. 5 to the Minutes).
  2. Instruct the Management Board of the Company to submit the Report on Implementation of Measures in 2015 approved by the List of Non-Core Assets of the Company for consideration of the Company's Board of Directors no later than on February 29, 2016.

Voting results:


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


“Against” – 0.


“Abstained” – 2 (L.V. Kalanda, D.S. Morozov).


Resolution approved.


Item No. 5. On approval of the Plan of activities (Roadmap) for Implementation of the Provisions of the Corporate Governance Code of JSC RusHydro.


Resolution:

  1. Approve the Plan of activities (Roadmap) for Implementation of the Provisions of the Corporate Governance Code of JSC RusHydro. (Annex No. 6 to the Minutes).
  2. Commission E.V. Dod, Chairman of the Management Board-General Director of RusHydro, to implement the roadmap, including development and approval of RusHydro’s Corporate Governance Code, and submit it for the Board’s approval by July 1, 2017.
  3. Take a note of the Report on results of a distant evaluation of the Board’s work in 2014 corporate year and the plan of activities aimed at improvement of the Board’s work. (Annex No. 7 to the Minutes).

Voting results:


“For” – 12 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, V.M. Zimin, 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. 6: On approval of the Company’s transactions:


6.1. On approval of agreements for sale and purchase of electricity between JSC RusHydro and JSC Inter RAO, qualified as interested party transactions.


Resolution:


1. Determine that the maximum cost of the total amount of electric power under bilateral agreements for sale and purchase of electricity on the territories of the Russian Federation located in non-price zones of the wholesale market in regard to the Bureyskaya HPP (hereinafter referred to as “Agreement 1”) and Zeyskaya HPP (hereinafter referred to as the “Agreement 2”) between JSC RusHydro and JSC Inter RAO, qualified as interested party transactions, amounts to RUB 81,972,240 (eighty-one million nine hundred seventy-two thousand two hundred and forty rubles), including VAT, for the whole term of the Agreements, where:

  • under the Agreement 1 – RUB 36,292,080 (thirty-six million two hundred ninety-two thousand and eighty rubles), including VAT;
  • under the Agreement 2 – RUB 45,680,160 (forty-five million six hundred eighty thousand one hundred and sixty rubles), including VAT.

2. Approve Agreement 1 and Agreement 2, qualified as interested party transactions, on the following material terms:


Parties to the Agreements


Seller – JSC RusHydro.


Buyer – JSC Inter RAO.


Subject Matter of the Agreements


The Seller shall transfer into the Buyer's ownership (supply) electric power in the amount determined in accordance with the terms of the Agreement and the Wholesale Market Regulations, and the Buyer shall accept and pay for the supplied (accepted) electric power in accordance with the terms of the Agreement.


Group of the Seller's Supply Points


Under Agreement 1 – GBUREYG1, GBUREYG2.


Under Agreement 2 – GZEYAGS1, GZEYAGS2.


Group of the Buyer's Supply Points


PINTCHIN, PINTCHN1.


Amount of Electric Power Supply


Under Agreement 1 – not more than 1,200,000 MWh.


Under Agreement 2 – not more than 1,200,000 MWh.


Price of the Agreements


The maximum cost of the total amount of electric power under the Agreement 1 and Agreement 2 amounts to RUB 81,972,240 (eighty-one million nine hundred seventy-two thousand two hundred and forty rubles), including VAT, for the whole term of the Agreements, where:

  • under Agreement 1 – RUB 36,292,080 (thirty-six million two hundred ninety-two thousand and eighty rubles), including VAT;
  • under the Agreement 2 – RUB 45,680,160 (forty-five million six hundred eighty thousand one hundred and sixty rubles), including VAT.

Should the Federal Tariff Service of Russia change the rates in relation to Bureya HPP and/or Zeya HPP covering the supply term under the Agreements, the electric power price under the Agreements can be changed for an amount equal to the rate increased twofold for the respective HPP.


Term of Supply under the Agreements


The date of the supply commencement shall be on or after the execution date of Agreement 1 and Agreement 2.


The supply completion date shall be on or before December 31, 2015.


Voting results:


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


“Against” – 0.


“Abstained” – 0.


The Agreements for electric power supply made between JSC RusHydro and JSC Inter RAO are recognized as non-arm’s-length transactions in accordance with Article 81 of the Federal Law “On Joint-Stock Companies”, as the member of the Board of Directors of JSC RusHydro V.M. Kravchenko is at the same time a member of the Board of Directors of JSC Inter RAO.


In accordance with Paragraph 3 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 without an interest in the transaction.


In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro V.M. Kravchenko is not counted as he is recognized as an interested party according to Article 81 of the Federal Law “On Joint-Stock Companies”, and the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod is not counted, as at the same time he is the Chairman of the Board and CEO of JSC RusHydro and is recognized as a dependent director according to Article 83 of the Federal Law “On Joint-Stock Companies”.


Resolution approved.


6.2. On approval of Addendum No. 1 to Agreement No. 2082130/OG-175-73-2013 dated July 1, 2013 between JSC RusHydro and the Federal State-Funded Educational Institution of Higher Professional Education National Research University MPEI, qualified as interested party transaction.


Resolution:


1. Determine the maximum cost (monetary evaluation) of the works performed under the R&D Agreement No. 2082130/OG-175-73-2013 dated July 1, 2013 including the Addendum No. 1 between JSC RusHydro and the Federal State-Funded Educational Institution of Higher Professional Education National Research University MPEI, qualified as interested party transaction, in the amount of RUB 20,500,000.00 (twenty million five hundred thousand rubles 00 kopecks), including 18% VAT in the amount of RUB 3,127,118.65 (three million one hundred twenty-seven thousand one hundred and eighteen rubles 65 kopecks).


2. Approve execution of the Addendum No. 1 to R&D Agreement No. 2082130/OG-175-73-2013 dated July 1, 2013 between JSC RusHydro and the Federal State-Funded Educational Institution of Higher Professional Education National Research University MPEI (hereinafter referred to as the “Agreement”), qualified as interested party transaction, on the following material terms:


Parties:


Customer – JSC RusHydro;


Contractor – Federal State-Funded Educational Institution of Higher Professional Education National Research University MPEI.


Subject Matter of Addendum No. 1:


1. Amend Clause 1.1 of the Agreement, as follows:


“1.1. Upon the Customer's request, the Contractor shall perform research, development and engineering works on increasing the reliability of inward-flow central discharge turbines by expanding the recommended areas of work: research of the reasons for the occurrence of increased vibration when using hydroelectric units at Sayano-Shushenskaya HPP in accordance with the Statement of Work (Annex No. 1 to the Agreement) and the Supplementary Statement of Work (Annex No. 1.1 to the Agreement) (hereinafter referred to as the “Works”) within the term provided for in the Agreement, as well as transferring their result to the Customer, and the Customer shall accept the result and pay the cost of Works as provided for in the Agreement.”


2. Amend Clause 1.5.2 of the Agreement, as follows:


“1.5.2. Work completion: on or before November 1, 2015.”


3. Amend the work schedule.


4. Amend Clause 3.1 of the Agreement, as follows:


“3.1 The total cost of the Works hereunder (hereinafter referred to as the “Price of the Agreement”) is the maximum price which shall be determined in the Estimate of Design and Survey Works (Annexes No. 3 and 3.1 to the Agreement) and amounts to RUB 20,500,000.00 (twenty million five hundred thousand rubles 00 kopecks), including 18% VAT in the amount of RUB 3,127,118.65 (three million one hundred twenty-seven thousand one hundred and eighteen rubles 65 kopecks).”


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


Commencement date – May 13, 2013.


Completion date – on or before November 1, 2015.


Duration of Addendum No. 1::


The Addendum takes effect upon its signature by the Parties, and remains in effect until the Parties perform their obligations hereunder in full. The terms of the Addendum shall apply to relations of the Parties arising from October 16, 2014.


Voting results:


“For” – 10 (B.I. Ayuev, M.S. Bystrov, V.I. Danilov-Danilyan, V.M. Zimin, 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).


The Addendum to the R&D Agreement made between JSC RusHydro and the Federal State-Funded Educational Institution of Higher Professional Education “National Research University “MPEI” is recognized as an interested party transaction in accordance with Article 81 of the Federal Law “On Joint-Stock Companies”, as the member of the Board of Directors of JSC RusHydro E.P. Volkov is at the same time the member of the Academic Council of the Federal State-Funded Educational Institution of Higher Professional Education “National Research University “MPEI”.


In accordance with Paragraph 3 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 without an interest in the transaction.


In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro E.P. Volkov is not counted as he is recognized as an interested party according to Article 81 of the Federal Law “On Joint-Stock Companies”, and the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod is not counted, as at the same time he is the Chairman of the Board and General Director of JSC RusHydro and is recognized as a dependent director according to Article 83 of the Federal Law “On Joint-Stock Companies”.


Resolution approved.


6.3. On approval of the agreement between JSC RusHydro and JSC SO UPS, qualified as interested party transaction.


Resolution:


Determine that the price (monetary evaluation) of services per calendar month under the Agreement for the Provision of Services Associated with Regulation of Reactive Power Without Generation of Electric Power using generating equipment of power stations (Volga HPP, Zagorsk Hydroelectric Pumped Storage Power Plants, Ezminskaya HPP, Gizeldonskaya HPP, Zelenchukskaya HPP) (hereinafter referred to as the “Agreement”), qualified as interested party transaction, is calculated according to the formula:


, (the cost of services under the Agreement, effectively rendered per calendar month, is determined for each generating piece of equipment (hydrogenerator)).


where:


, rubles – operating expenses, stipulated by participation of generating equipment (hydrogenerator) in the service rendering for regulation of reactive power without generation of electric power using generating equipment, operating in synchronous condenser mode (hereinafter referred to as the “services for RRSC”), determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an Annex to the Agreement.


, rubles – cost of power, bought by JSC RusHydro on the wholesale market of electric power and facilities for participation in the service rendering for RRSC, determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an Annex to the Agreement;


PI – the profitability index of products (services), which is deemed equal to the discount rate of the Central Bank of the Russian Federation as of the moment of conclusion of the Agreement, and is expressed as a decimal number.


Moreover, value added tax is paid, calculated in accordance with effective legislation.


The total price (monetary value) of services under the Agreement shall not exceed RUB 200,000,000 (two hundred million rubles), including VAT, which does not exceed two (2) % of the book value of assets of JSC RusHydro as of the last reporting date.


2. Approve the Agreement for the Provision of Services Associated with Regulation of Reactive Power Without Generation of Electric Power, made between JSC RusHydro and JSC SO UPS, which is a non-arm’s-length transaction on the following material terms:


Parties to the Agreement:


Contractor – JSC RusHydro;


Customer – JSC SO UPS.


Subject Matter of the Agreement:


The Contractor shall render to the Customer the services for regulation of reactive power without generation of electric power using the generating equipment of Volga HPP, Zagorsk Hydroelectric Pumped Storage Power Plant, Ezminskaya HPP, Gizeldonskaya HPP, and Zelenchukskaya HPP, operating in synchronous condenser mode, on which electric power is not generated during the period of service rendering, according to the procedure and terms established by the Agreement and regulatory acts of the Russian Federation, and the Customer shall pay for the rendered services for RRSC in the amount and according to the procedure and time periods, as stipulated in the terms of the Agreement.


Period of service rendering:


Commencement of performance of obligations under the Agreement related to service rendering for RRSC by JSC RusHydro – 00 hours January 1, 2015.


Completion of performance of obligations under the Agreement related to service rendering for RRSC by JSC RusHydro – 24 hours December 31, 2015.


Period of service rendering for RRSC – period of time, during which generating equipment of JSC RusHydro shall work in synchronous condenser mode in accordance with control instructions of JSC SO UES.


Cost of Services:


The cost of services under the Agreement actually rendered per calendar month is calculated according to the formula:


, (the cost of services under the Agreement, effectively rendered per calendar month, is determined for each generating piece of equipment (hydrogenerator)).


where:


, rubles – operational expenses caused by participation of generating equipment (hydrogenerator) in rendering services for RRSC, determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an Annex to the Agreement;


, rubles – cost of power bought by JSC RusHydro on the wholesale market of electric power and facilities for participation in the service rendering for RRSC, determined in accordance with the Regulation on Determination of the Cost of Rendering Services for RRSC, attached as an Annex to the Agreement.


PI – the profitability index of products (services), which is deemed equal to the discount rate of the Central Bank of the Russian Federation as of the moment of conclusion of the Agreement, and is expressed as a decimal number.


Moreover, value added tax is paid, calculated in accordance with effective legislation.


The price (monetary value) of services under the Agreement shall not exceed RUB 200,000,000 (two hundred million rubles), including VAT, which does not exceed two (2) % of the book value of assets of JSC RusHydro as of the last reporting date.


Effective term of the Agreement::


The Agreement takes effect upon its signature and remains in effect until the Parties have performed their obligations in full. The terms of the Agreement shall apply to the relations of the Parties arising from January 1, 2015.


Voting results:


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


“Against” – 0.


“Abstained” – 0.


The Agreement for the Services for Regulation of Reactive Power made between JSC RusHydro and JSC SO UPS is recognized as an interested party transaction in accordance with Article 81 of the Federal Law “On Joint-Stock Companies”, as the member of the Board of Directors of JSC RusHydro B.I. Ayuev is at the same time the Chairman of the Board of JSC SO UPS, and the members of the Board of Directors of JSC RusHydro M.S. Bystrov and V.M. Kravchenko are at the same time the members of the Board of Directors of JSC SO UPS. 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 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 without an interest in the transaction.


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


Resolution approved.


6.4. On approval of the Agreement for Sale and Purchase of Shares between JSC Sulak GidroKaskad and JSC RusHydro, qualified as interested party transaction.


Resolution:


1. Determine that the price of additional ordinary registered shares of JSC Sulak GidroKaskad placed by JSC Sulak GidroKaskad in accordance with the resolution on additional issue of securities approved by the Board of Directors of JSC Sulak GidroKaskad on September 30, 2014 and purchased by JSC RusHydro amounts to one (1) ruble for one (1) additional ordinary registered share for the total amount at par value of no more than RUB 1,393,100,000 (one billion three hundred ninety-three million one hundred thousand rubles).


2. Approve the Agreement for Sale and Purchase of Shares made between JSC Sulak GidroKaskad and JSC RusHydro, qualified as interested party transaction, on the following material terms:


Parties to the Transaction:


Issuer – JSC Sulak GidroKaskad;


Purchaser – JSC RusHydro.


Subject Matter of the Transaction:


The Purchaser shall pay for and purchase, and the Issuer shall transfer into the Purchaser's ownership no more than 1,393,100,000 (one billion three hundred ninety-three million one hundred thousand) ordinary registered shares traded privately in accordance with the resolution on additional issue of securities approved by the Issuer's Board of Directors on September 30, 2014.


Price of the Transaction:


The price of placing of the Issuer's additional shares is one (1) ruble for one (1) additional ordinary registered share for the total amount at par value of no more than RUB 1,393,100,000 (one billion three hundred ninety-three million one hundred thousand rubles);


Other Material Terms of the Transaction:


The form payment for shares – funds with the possibility of offset of monetary claims to the Issuer.


Other terms of acquisition of the Issuer's additional shares shall be determined in accordance with the Resolution on Additional Issue of Securities of the Issuer, approved by the Board of Directors of the Issuer on September 30, 2014 and registered by the Bank of Russia in accordance with the established procedure.


Voting results:


“For” – 10 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, V.M. Zimin, 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).


The Agreement for Sale and Purchase of Shares made between JSC RusHydro and JSC Sulak GidroKaskad is recognized as a non-arm’s-length transaction in accordance with Article 81 of the Federal Law “On Joint-Stock Companies”, as the member of the Board, Deputy Chairman of the Board of JSC RusHydro V. A. Tokarev is at the same time the CEO of OJSC UK GidroOGK – the management company of JSC Sulak GidroKaskad.


In accordance with 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 without an interest in the transaction.


In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod is not counted, as at the same time he is the Chairman of the Board and CEO of JSC RusHydro and is recognized as a dependent director according to Paragraph 3 Article 83 of the Federal Law “On Joint-Stock Companies”.


Resolution approved.


6.5. On approval of a contribution to the share capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia, qualified as interested party transaction.


Resolution:


1. Determine that the amount of an additional contribution to the share capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia, qualified as interested party transaction, should not exceed RUB 912,760,000 (nine hundred twelve million seven hundred and sixty thousand rubles) (VAT exempt).


2. Approve the interested party transaction on the following material terms:


Parties to the Transaction:


LLC MHPP of Stavropol Krai and Karachay-Cherkessia;


JSC RusHydro.


Subject Matter of the Transaction:


JSC RusHydro makes an additional contribution to the charter capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia in the amount of not more than RUB 912,760,000 (nine hundred twelve million seven hundred and sixty thousand rubles) (VAT exempt) by way of wire transfer of funds and/or by way of offset of monetary claims to LLC MHPP of Stavropol Krai and Karachay-Cherkessia.


Price of the Transaction: not more than RUB 912,760,000 (nine hundred twelve million seven hundred and sixty thousand rubles) (VAT exempt).


Other Material Terms of the Transaction:


An additional contribution can be made to LLC MHPP of Stavropol Krai and Karachay-Cherkessia in increments (in tranches);


Par value of JSC RusHydro share in the company increases by the amount of contributed funds. Deadline for contributing funds – within 12 months upon adoption of a resolution on increase of share capital;


The term for JSC RusHydro making a contribution to the charter capital of LLC MHPP of Stavropol Krai and Karachay-Cherkessia is not more than 12 months from the date of approving the resolution on the increase of the charter capital.


Voting results:


“For” – 10 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, V.M. Zimin, 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).


The Agreement for Sale and Purchase of Shares made between JSC RusHydro and LLC MHPP of Stavropol Krai and Karachay-Cherkessia is recognized as a non-arm’s-length transaction in accordance with Article 81 of the Federal Law “On Joint-Stock Companies”, as the member of the Board, Deputy Chairman of the Board of JSC RusHydro V. A. Tokarev is at the same time the CEO of OJSC UK GidroOGK – the management company of LLC MHPP of Stavropol Krai and Karachay-Cherkessia.


In accordance with 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 without an interest in the transaction.


In counting the votes on this item, the vote of the member of the Board of Directors of JSC RusHydro E.V. Dod is not counted, as at the same time he is the Chairman of the Board and CEO of JSC RusHydro and is recognized as a dependent director according to Paragraph 3 Article 83 of the Federal Law “On Joint-Stock Companies”.


Resolution approved.


Item No. 7: On placement of bonds by the Company.


7.1. On approval of the JSC RusHydro Bond Issue Program.


Resolution:


Approve the first part of the JSC RusHydro Bond Issue Decision (Exchanged-Traded Bond Program) – for documentary, non-convertible interest-bearing documentary bonds with mandatory centralized custody with the total par value of two hundred billion rubles (RUB 200,000,000,000.00) for all issues to be placed as part of the Exchange-Traded Bond Program, maturing no later than on the seven thousand two hundred eightieth (7,280th) day after the day of bond issue commencement as part of the Exchange-Traded Bond Program for Public Offering.


Voting results:


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


“Against” – 0.


“Abstained” – 2 (M.S. Bystrov, D.S. Morozov).


Resolution approved.


7.2. On approval of JSC RusHydro Bond Issue Prospectus.


Resolution:


Approve the Bond Issue Prospectus, for documentary, non-convertible interest-bearing documentary bonds with mandatory centralized custody, with the total par value of two hundred billion rubles (RUB 200,000,000,000.00) for all issues to be placed as part of the Exchange-Traded Bond Program, with maturing no later than on the seven thousand two hundred eightieth (7,280th) day after the day of bond issue commencement as part of the Exchange-Traded Bond Program for Public Offering.


Voting results:


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


“Against” – 0.


“Abstained” – 2 (M.S. Bystrov, D.S. Morozov).


Resolution approved.


Item No. 8: On approval of the Report on Implementation of the Charity and Sponsorship Activities Plan of the Company in 2014.


Resolution:


Approve the Report on Implementation of the Charity and Sponsorship Activities Plan of the Company in 2014 (Annex No. 8to the Minutes).


Voting results:


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


“Against” – 0.


“Abstained” – 3 (B.I. Ayuev, V.M. Kravchenko, D.S. Morozov).


Resolution approved.


Item No. 9: On approval of the Charity and Sponsorship Activities Plan of the Company in 2015.


Resolution:


Approve the Charity and Sponsorship Activities Plan of the Company in 2015 (Annex No. 9 to the Minutes).


Voting results:


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


“Against” – 0.


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


A special opinion of the member of the Board of Directors V.M. Kravchenko on item No. 9 is attached to the Minutes.


Resolution approved.


Chairman of the Board of Directors M.I. Poluboyarinov


Corporate Secretary М.V. Zavalko
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