06.10.2009
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At the regular meeting of the Board of Directors of JSC RusHydro

On 2 October 2009, the regular meeting of the Board of Directors of JSC RusHydro was held in absentia.

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The Board of Directors of JSC RusHydro approved the Report on fulfilment of the Investment Programme of the Company for the 1st half-year of 2009.

The Investment Programme of JSC RusHydro for 2009 in the volume of 64.9 billion roubles was approved by the Board of Directors of JSC RusHydro on 18 May .2009 and envisages introduction of additional capacity of 74 MW.

The actual volume of financing of the Investment Programme of JSC RusHydro for the 1st half-year of 2009 amounted to 19.1 billion roubles (fulfilment of the Investment Programme for the 1st half-year of 2009 — 98 %).

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The Board of Directors of JSC RusHydro approved a new version of the Regulations on the Dividend Policy of JSC RusHydro.

Key amendments:

·                     for the purpose of deAermining the basis required for calculating dividends, the composition of the JSC RusHydro Group and the procedure for calculating the consolidated net profit of the JSC RusHydro Group are specified.

·                     the minimum and maximum periods for payment of declared dividends are determined — from 30 to 60 days (unless otherwise determined by resolution of the General Meeting of Shareholders or the Articles of Association of the Company).

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The Board of Directors of JSC RusHydro approved the Programme for Implementation of the Environmental Policy of JSC RusHydro for 2009 — 2011.

For the purpose of organising fulfilment of the Environmental Policy of JSC RusHydro, a Programme for Implementation of the Environmental Policy for 2009-2011has been developed.  The Programme envisages a number of measures, including:

·                     organisation and performance of an environmental audit in the subsidiaries of JSC RusHydro;

·                     introduction and certification of an environmental management system;

·                     introduction of an integrated system of management meeting the requirements of international standards;

·                     reconstruction and modernisation of hydro-turbine equipment using environmentally friendly structures for eliminating emission of pollutants into water bodies;

·                     reconstruction of and repairs to hydro-engineering structures for maintaining water-protection zones in due condition and performance of shore-strengthening works;

·                     replacement of oil-filled electrical engineering equipment with alternative environmentally friendly equipment;

·                     reconstruction and modernisation of purification plant for waste water released into water bodies;

·                     development and introduction of a model plan of natural protection measures to minimise any possible impact by hydro-complexes under construction on the environment;

·                     participation in development of draft laws in the sphere of environmental protection and organisation of expert examination of these;

·                     creation in JSC RusHydro of a unified database of socio-economic monitoring of zones of influence of HPP reservoirs.

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The Board of Directors of JSC RusHydro approved the Code of Corporate Ethics of JSC RusHydro.

The Code of Corporate Ethics was developed within the scope of increasing the investment appeal and transparency of the activities of JSC RusHydro.  In addition, the Code of Corporate Ethics is a significant factor in the development of corporate culture and transmits the company’s values to all personnel, orientating them on unified corporate goals and thus raising corporate identity.

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The Board of Directors of JSC RusHydro approved Acting Chairman of the Board of JSC RusHydro Vasiliy Zubakin combining his position with being a member of the Board of Directors of CJSC Agency for Forecasting Electric Power Industry Balances (CJSC APBE).

The business of CJSC APBE is carried out in the following functional areas:

·                     collection and processing of information in the electric power sphere;

·                     monitoring and analysis of the functioning of the electric power industry and analysis of market’s influence on its development;

·                     forecasting in the electric power sphere.

Te Board of Directors of JSC RusHydro also approved member of the Management Board of JSC RusHydro, head of the Siberia Division, Alexander Toloshinov combining his position with being a member of the Board of the Siberian Energy Association (SEA).

The SEA is a non-state, not-for-profit organisation uniting participants on the power market of the Siberian Federal Area.  The SEA brings together 34 generating and grid companies, fuel and transport enterprises, producers of equipment for the industry, scientific and design organisations and major energy consumers.

The task of the SEA is to promote stable and dynamic development of the power industry of Siberia, consolidate the industry community and strengthen its effective communications with state authorities and the public.

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The Board of Directors of JSC RusHydro approved conclusion of a lease agreement for open switchgear (ORU-500) by the Sayano-Shushenskaya HPP between JSC RusHydro and JSC FSK UES, being an interested-party transaction.

Under the lease agreement, JSC RusHydro leases out to JSC FSK UES electric grid equipment belonging to JSC RusHydro — the ORU-500 Kw of the Sayano-Shushenskiy production and technological hydro-power complex.  The monthly rental is 6 000 868 roubles 32 kopecks, including 18% VAT of 915 386 roubles 69 kopecks.  The agreement will be into effect from 22 August 2009 through 01 April 2010.

Within the scope of elimination of the consequences of the accident at the Sayano-Shushenskaya HPP, steps are being taken to transfer the ORU-500 of the Sayano-Shushenskaya HPP for repair and operational servicing to JSC FSK UES Subsidiary MES of Siberia.  The time schedule for the measures, as approved by Deputy Minister for Power of the Russian Federation  S.Yu.Svetlitskiy, envisages conclusion of a lease agreement for the ORU-500 between JSC RusHydro and of JSC FSK UES.

The ORU-500 assets to be transferred to JSC FSK UES will include 345 units of fixed assets with a balance sheet (residual) value of 301 395 313 roubles 59 kopecks.  In connection with the restricted access to the facilities and with the lack of a market for leasing out analogous facilities, the rental is calculated in accordance with clause 10, article 40 of the Tax Code of the Russian Federation by the cost plus method increased by the yield rate, equal to the discount rate for investment projects within the Company.

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The Board of Directors of JSC RusHydro approved conclusion of an Agreement on gratuitous provision of services between JSC RusHydro and NP Gidroenergetika Rossii, being an interested-party transaction.

The subject of the agreement consists in services to develop a methodology for standardisation in the sphere of technical regulation within the scope of implementation of the Programme for works on standardisation, to be rendered to JSC RusHydro in accordance with Terms of Reference.

The aim of the works is to develop a unified methodology for standardisation in the sphere of technical regulation within the scope of implementation of the Programme for works on standardisation in the technical regulation sphere for JSC RusHydro for excluding duplication of technical standards and requirements developed and updated, as well as to provide for systematic development of standards in the Company’s technical regulation sphere for a three-year period (2009-2011).

The price of the agreement is 3 400 000 roubles, including 18% VAT of 518 644 roubles.  The contractor was selected on the basis of a public, single-stage tender for provision of the services (Minutes of 22 June 2009 No. 20-rg).

The basis for conclusion of the agreement is resolution of the Board of Directors of JSC RusHydro (Minutes of 30 October 2008 No. 66, clause 5) within the scope of implementation of the Programme for works on standardisation in the sphere of technical regulation for 2009 — 2011 on the need for development of a methodology for standardisation in the sphere of technical regulation.

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The Board of Directors of JSC RusHydro approved a change in the participatory share in JSC Geotherm through acquisition of shares in JSC Geotherm on the following substantive conditions:

- category, type, nominal value and number of shares acquired — ordinary, registered shares with a nominal value of 10 roubles per share numbering 4 002 800 with an aggregate nominal value of 40 028 000 roubles.

- purchase price — 63 000 000 roubles in accordance with the independent appraiser’s report.

- settlement procedure — JSC RusHydro transfers to JSC Kamchatskenergo in payment for the shares ordinary non-interest-bearing bill(s) of JSC Geotherm to an aggregate sum of 63 000 000 roubles, with a bill payment date "on presentation, but not before 01 July 2010", at nominal value.

- participatory share of JSC RusHydro in the authorised equity capital of JSC Geotherm before acquisition of the shares: 71.61%;

- participatory share of JSC RusHydro in the authorised equity capital of JSC Geotherm after acquisition of the shares: 79.8411%.

In addition, the Board of Directors of JSC RusHydro instructed the representatives of JSC RusHydro on the Board of Directors of JSC Geotherm to vote "FOR" adoption of the following resolutions:

1.1.  To approve participation by JSC Geotherm in JSC Pauzhetskaya GeoPP through acquisition of shares in JSC Pauzhetskaya GeoPP on the following substantive conditions:

- category, type, nominal value and number of shares acquired — ordinary, registered shares with a nominal value of 1 (one) rouble per share numbering 32 389 530 (thirty two million, three hundred and eighty nine thousand, five hundred and thirty) with an aggregate nominal value of 32 389 530 (thirty two million, three hundred and eighty nine thousand, five hundred and thirty) roubles;

- means of purchase — conclusion of a sale and purchase agreement for shares in JSC Pauzhetskaya GeoPP between JSC Geotherm and of JSC Kamchatskenergo;

- purchase price — 68 000 000 (sixty eight million) roubles in accordance with the independent appraiser’s report;

- form of payment for the shares — monetary funds.

- participatory share of JSC Geotherm in the authorised equity capital of JSC Pauzhetskaya GeoPP before acquisition of the shares: 0%;

- participatory share of JSC Geotherm in the authorised equity capital of JSC Pauzhetskaya GeoPP after acquisition of the shares: 100%.

1.2.  To approve a change in the participatory share of JSC Geotherm in JSC OP Verkhne-Mutnovskaya GeoES through acquisition of shares in JSC OP Verkhne-Mutnovskaya GeoES on the following substantive conditions:

- category, type, nominal value and number of shares acquired — ordinary, registered shares with a nominal value of 1 (one) rouble per share numbering 101 633 259 (one hundred and one million, six hundred and thirty three thousand, two hundred and fifty nine) with an aggregate nominal value of 101 633 259 (one hundred and one million, six hundred and thirty three thousand, two hundred and fifty nine) roubles;

- means of purchase — conclusion of a sale and purchase agreement for shares in JSC OP Verkhne-Mutnovskaya GeoES between of JSC Geotherm and of JSC Kamchatskenergo;

- purchase price — 46 000 000 (forty six million) roubles in accordance with the independent appraiser’s report;

- form of payment for the shares — monetary funds.

- participatory share of JSC Geotherm in the authorised equity capital of JSC OP Verkhne-Mutnovskaya GeoES before acquisition of the shares: 11.16%;

- participatory share of JSC Geotherm in the authorised equity capital of JSC Verkhne-Mutnovskaya GeoES after acquisition of the shares: 47.77%.

There are currently several geothermal power stations located in the Kamchatka Territory, including:

- the set of property assets of the Mutnovskaya GeoES (on the balance sheet of JSC Geotherm; share of JSC RusHydro in JSC Geotherm - 71.61%);

- JSC OP Verkhne-Mutnovskaya GeoES (share of JSC RusHydro in the authorised equity capital - 48.04%, share of JSC Geotherm in the authorised equity capital — 11.16%; share of JSC Kamchatskenergo - 36.61%);

- JSC Pauzhetskaya GeoPP (share of JSC Kamchatskenergo in the authorised equity capital - 100%).

As a result of the transactions to acquire geothermal assets:

- the participatory share of JSC RusHydro in JSC Geotherm will amount to 79.8411%;

- the participatory share of JSC Geotherm in JSC Pauzhetskaya GeoPP will amount to 100%;

- the participatory share of JSC Geotherm in of JSC OP Verkhne-Mutnovskaya GeoES will amount to 47.77% (the participatory share of JSC RusHydro in JSC OP Verkhne-Mutnovskaya GeoES in conjunction with JSC Geotherm will amount to 95.81%).

JSC Geotherm was set up on 30 August 1994 to implement Russia’s biggest ever project to construct and operate geothermal electric power stations on the Mutnovskoye source of hydro-thermal steam.  The Company produces and sells electric power, supplying it to the power distribution centre of the Kamchatka Territory. Since 05 October 2007, JSC Geotherm has been a subsidiary company of JSC RusHydro.

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The Board of Directors of JSC RusHydro instructed representatives of the Company on the Boards of Directors of limited liability company SDCs to vote "FOR" inclusion of the following item on the agendas for the General Meetings of Shareholders of the SDCs: On introduction of amendments into the Articles of Association of the Company (on approval of a new version of the Articles of Association of the Company).

As of today, JSC RusHydro is a participant in two limited liability companies — LLC Index Energetiki - GidroOGK and LLC IT Energy Service.

At the end of 2008 and during 2009, 3 federal laws have been passed amending the Federal Law "On Limited Liability Companies" (Federal Law of 02 August 2009 No. 217-FZ, Federal Law of 19 July 2009 No. 205-FZ, and Federal Law of 30 December 2008 No. 312-FZ).

Federal Law of 30 December 2008 No. 312-FZ introduced significant amendments into the Federal Law  "On Limited Liability Companies", in particular:

- the founder’s agreement is excluded from the list of constituent documents;

- the procedure is changed for transfer of right of ownership to a share in the authorised capital of the company;

- the obligation is envisaged to maintain a register of company participants;

- the terms of reference of the company’s Board of Directors are extended;

- the terms of reference of the General Meeting of Participants of the company is changed;

- other changes are introduced.

At the same time, this law envisages the obligation of limited liability companies to bring their articles of association into line with the law by 1 January 2010 at the latest.

In accordance with article 33 of the Federal Law "On Limited Liability Companies" and the Articles of Association of the SDCs of JSC RusHydro (LLC Index Energetiki - GidroOGK and LLC IT Energy Service), amendment of the company Articles of Association (approval of new version thereof) falls within the terms of reference of the company’s General Meeting of Participants.

 

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