Minutes of 30.06.2015 №219

MINUTES No. 219

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting (date and time of establishing the results of voting):

June 30, 2015, 18 hours 00 minutes

(Moscow time)

Date of the minutes:

July 1, 2015

Form of the meeting:

voting in absentia.

Place of establishing the results of voting:

JSC RusHydro, 7 Malaya Dmitrovka St.,

Moscow, the Russian Federation

Number of elected members of the Board of Directors:

13

Members of the Board of Directors,

who participated in the meeting:

A. D. Avetisyan,

E. V. Dod,

V. M. Zimin

S. N. Ivanov,

L. V. Kalanda,

V. M. Kravchenko,

A. M. Osipov

D. S. Morozov,

V. V. Pivovarov,

Yu. P. Trutnev,

S. V. Shishin.


In accordance with the Federal Law "On Joint-Stock Companies" and the Charter of the Company, the quorum for holding the meeting of the Board of Directors was present.


AGENDA OF THE MEETING:

  1. Electing the Chairman of the Board of Directors.
  2. Participation and termination of participation of the Company in other entities.
  3. Approving transactions made by the Company.
  4. Defining the position of JSC RusHydro (representatives of JSC RusHydro) on items in the agendas of management bodies of subsidiary and dependent companies.

RESULTS OF VOTING ON AGENDA ITEMS:


Item 1: Electing the Chairman of the Board of Directors.


Resolution:


To elect Yury P. Trutnev as Chairman of the Board of Directors of JSC RusHydro.


Voting results:


FOR – 11 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev, S. V. Shishin).


AGAINST – 0.


ABSTAINED – 0.


The resolution has been adopted.


Item 2: Participation and termination of participation of the Company in other entities:


2.1. Participation of the Company in JSC GVC Energy.


Resolution:


To approve the increase of the interest of JSC RusHydro in the authorized capital of JSC GVC Energy to 100 % through:

  • purchase by the Company from JSC FGC UES of sixteen thousand two hundred eighty (16,280) registered ordinary shares of JSC GVC Energy, which is 50.0031 % of the authorized capital of JSC GVC Energy, at a price determined by the Board of Directors of the Company based on the report of an independent appraiser, but of no more than five hundred sixty-eight million (568,000,000) rubles;
  • purchase from minority shareholders of JSC GVC Energy of up to 2,429 registered ordinary shares of JSC GVC Energy at a price determined by the Board of Directors of the Company based on the report of an independent appraiser in the amount of thirty-four thousand eight hundred seventy-four (34,874) rubles 32 kopecks per share.

Voting results:


FOR – 11 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev, S. V. Shishin).


AGAINST – 0.


ABSTAINED – 0.


The resolution has been adopted.


2.2. Termination of participation of the Company in LLC IT Energy Service.


Resolution:


To approve termination of participation of JSC RusHydro in LLC IT Energy Service by transferring the title to the interest in the amount of 19.9999995943802 % of the authorized capital of LLC IT Energy Service in favor of JSC FGC UES on the terms stipulated by the purchase and sale contract No. 79-28/KP-2727 of June 11, 2008, between JSC RAO UES of Russia (the "Seller", whose successor is JSC FGC UES) and OJSC Irganayskaya HPP (the "Buyer", whose successor was OJSC HydroOGK, and whose successor is JSC RusHydro).


Voting results:


FOR – 11 (A. D. Avetisyan, E. V. Dod, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, V. M. Kravchenko, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev, S. V. Shishin).


AGAINST – 0.


ABSTAINED – 0.


The resolution has been adopted.


Item 3: Approving transactions made by the Company:


Approving the non-arm's-length transactions between JSC RusHydro and JSC FGC UES.


Resolution 3.1:

  1. To determine the price (monetary value) of sixteen thousand two hundred eighty (16,280) registered ordinary shares of JSC GVC Energy to be purchased under the purchase and sale contract from JSC FGC UES in the amount of five hundred sixty-eight million (568,000,000) rubles.
  2. To approve the purchase and sale contract on shares of JSC GVC Energy (hereinafter, the "Contract") as a non-arm's-length transaction on the following material terms:

Parties to the Contract:


Buyer: JSC RusHydro


Seller: JSC FGC UES


Subject matter of the Contract:


The Seller agrees to transfer title to the Buyer of sixteen thousand two hundred eighty (16,280) registered ordinary shares of JSC GVC Energy (hereinafter, the "Shares"), and the Buyer agrees to accept and pay for the Shares.


Contract Price:


The price of Shares to be acquired under the Contract shall be five hundred sixty‑eight million (568,000,000) rubles.


Method of payment for Shares: cash.


Voting results:


FOR – 9 (A. D. Avetisyan, V. M. Zimin, S. N. Ivanov, L. V. Kalanda, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev, S. V. Shishin).


AGAINST – 0.


ABSTAINED – 0.


The Purchase and Sale Contract to be concluded between JSC RusHydro and JSC FGC UES is recognized as a non-arm's-length transaction in accordance with the Article 81 of the Federal Law "On Joint-Stock Companies", because the members of the Board of Directors of JSC RusHydro M. S. Bystrov and V. M. Kravchenko are at the same time members of the Board of Directors of JSC FGC UES.


According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The votes of the members of the Board of Directors of JSC RusHydro M .S. Bystrov and V. M. Kravchenko who, in accordance with Article 81 of the Federal Law "On Joint-Stock Companies" are recognized as the parties interested in the transaction, and the vote of E. V. Dod, member of the Board of Directors and simultaneously Chairman of the Management Board – CEO of JSC RusHydro who, in accordance with Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director, are not considered in determining the results of voting on this item.


The resolution has been adopted.


Resolution 3.2:

  1. To determine the price (monetary value) of rights (monetary claims) of JSC FGC UES to JSC GVC Energy assigned in favor of JSC RusHydro under the claim assignment agreement in the amount of ninety-seven million nine hundred seventy‑nine thousand sixty (97,979,060) rubles 38 kopecks.
  2. To approve the claim assignment agreement (hereinafter, the "Agreement") as a non-arm's-length transaction on the following material terms:

Parties to the Contract:


Assignee: JSC RusHydro


Assignor: JSC FGC UES


Subject matter of the Agreement:


The Assignee shall assign to the Assignor the rights of claim of JSC FGC UES to JSC GVC Energy in the amount of ninety-seven million nine hundred seventy-nine thousand sixty (97,979,060) rubles 38 kopecks, arising under Agreement No. KB-301208 of December 30, 2008 and Agreement No. 72/2010 of October 04, 2010, as well as the minutes of the meetings of the Management Board of JSC RAO UES of Russia No. 1688pr/1 of June 20, 2007 and No. 1865pr/2 of April 30, 2008 on the distribution of profits of JSC GVC Energy for 2006 and 2007, which are confirmed by the decisions of the Moscow Arbitration Court on case No. A40-111780/12137-1029 of November 23, 2012 and case No. A40-92989/12102-851 of October 18, 2012 and the writs of execution issued on the basis thereof, and the Assignee shall accept these rights of claim and pay for them.


Price of the Agreement:


The value of the rights of claim assigned under the Agreement shall be ninety-seven million nine hundred seventy-nine thousand sixty (97,979,060) rubles 38 kopecks.


Method of payment for the rights of claim: cash, including by setting off similar counter claims.


Voting results:


FOR – 8 (V. M. Zimin, S. N. Ivanov, L. V. Kalanda, D. S. Morozov, A. M. Osipov, V. V. Pivovarov, Yu. P. Trutnev, S. V. Shishin).


AGAINST – 0.


ABSTAINED – 1 (A. D. Avetisyan).


The Claim Assignment Agreement to be concluded between JSC RusHydro and JSC FGC UES is recognized as a non-arm's-length transaction in accordance with Article 81 of the Federal Law "On Joint-Stock Companies", because the members of the Board of Directors of JSC RusHydro M. S. Bystrov and V. M. Kravchenko are at the same time members of the Board of Directors of JSC FGC UES.


According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be adopted by the Company's Board of Directors by a majority vote of its independent directors who are not interested parties in this transaction.


The votes of the members of the Board of Directors of JSC RusHydro M. S. Bystrov and V. M. Kravchenko, who, in accordance with Article 81 of the Federal Law "On Joint-Stock Companies" are recognized as the parties interested in the transaction, and the vote of E. V. Dod, member of the Board of Directors and simultaneously Chairman of the Management Board – CEO of JSC RusHydro who, in accordance with Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director, are not considered in determining the results of voting on this item.


The resolution has been adopted.


CONFIDENTIAL


Item 4: Defining the position of JSC RusHydro (representatives of JSC RusHydro) on items in the agendas of management bodies of subsidiary and dependent companies.


Resolution:


The text of resolution contains confidential information.


The resolution has been adopted.


Chairman of the Board of Directors Yu. P. Trutnev


Corporate Secretary M. V. Zavalko 

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