30.04.2009
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Regular meeting of the JSC RusHydro Board of Directors

A regular meeting of the Board of Directors of JSC RusHydro was held on 28 April 2009.

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The Board of Directors considered the item of "Implementing the Company’s strategy and strategic priorities for 2009" and approved the 2008 RusHydro Strategy implementation report and the Company’s Strategic development priorities for 2009.

In addition, the Strategy Committee, in conjunction with the JSC RusHydro Management Board, was entrusted with organising work on adjusting the Key Strategy Provisions of JSC RusHydro for the period up to 2020 and for the longer term up to 2030 and presenting a restated version of the Key Provisions for consideration by the Board of Directors of JSC RusHydro in 2010.

The Board of Directors determined the Company’s strategic development priorities for 2009 as follows: providing for higher reliability of existing HPPs, greater operating efficiency in the Company’s current activities, promotion of projects for creating HPP-based economic development clusters, financial sustainability of the Company, improvement of the organisational and business model of the Company and personnel development, maximisation of JSC RusHydro revenues and income protection, implementation of the approved investment programme, more efficient design and construction of the facilities under the JSC RusHydro investment programme, development of strategically interconnected businesses, corporate consolidation, entry on to international exchanges, and development of new renewable energy sources.

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The Board of Directors of JSC RusHydro approved the report on fulfilment of the JSC RusHydro business plan for 2008 (including the report on fulfilment of the Investment Programme of JSC RusHydro for 2008).

Financing of the Investment Programme for 2008 amounted to 55,518 million roubles, and the commissioning of generating capacity to 325 MW.

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The Board of Directors of JSC RusHydro approved the reports on fulfilment of the Key Performance Indicators of JSC RusHydro for the 4th quarter of 2008 and for 2008 as a whole, and the report on fulfilment of the annual indicative indicators of JSC RusHydro for 2008.

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The Board of Directors considered the item on Approval of the new restated Company Standard Business Planning System and resolved to approve the restated Company Standard "Business Planning System".

The Standard is to be applied during formulation and approval of the Company Business Plan from 2009. The Management Board of the Company was instructed, based on the results of the Company business planning campaign in 2009, to amend (if necessary) the Company Standard "Business Planning System", specifying the time lines of and the procedure for formulating, approving and amending the Company business plan.

Under the restated Standard, the KPI and the business plan of the Company are to be approved simultaneously within the scope of the business plan, the planning period being four years, and the Board of Directors of the Company will consider the consolidated business plan of JSC RusHydro (formed in accordance with the Russian Accounting Standards and including SDCs of the Company).

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The Board of Directors of JSC RusHydro amended the JSC RusHydro’s Standard "System of Key Performance Indicators" approved by resolution of the Board of Directors of the Company of 18 August 2008 (Minutes No. 61).

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The Board of Directors of JSC RusHydro amended the Company’s Derivative Transactions Programme approved by the Board of Directors of the Company on 21 April 2008.

In accordance with the adopted amendments, the range of transactions, in respect to which the Company is allowed to enter transactions aimed at hedging currency risks has been extended.

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The Board of Directors of JSC RusHydro determined to convene  Annual General Meeting of Shareholders on 10 June 2009 at at:

Imperial Park Hotel Business Centre, Rogozinino, Naro-Fominsky District, Moscow Region, Russian Federation.

The Meeting will open at 12 hours 00 minutes (Moscow Time), registration of participants will begin at 10 hours 00 minutes (Moscow Time).

The record date for the list of eligible Meeting participants is 30 April 2009. The Meeting notice will be published in the newspaper Vedomosti and posted on the Company website no later than 8 May 2009.

 

The Board of Directors established the list of information that the shareholders may access during preparation for the Meeting. Eligible Meeting participants may acquaint themselves with this information (materials) at the Meeting venue (on the day of the Meeting) and during the period from 21 May 2009 to 10 June 2009 (inclusively) from 10.00 to 18.00 (Moscow Time) at the following addresses:

JSC RusHydro, 51 Arkhitektora Vlasova St., Moscow;

JSC Central Moscow Depositary, 34 B. Pochtovaya St., Bldg. 8, Moscow;

on the Company’s website at: www.rushydro.ru.

 

The Meeting will be held on 10 June 2009 at:

Imperial Park Hotel Business Centre, Rogozinino, Naro-Fominsky District, Moscow Region, Russian Federation.

The Board of Directors established the list of information that the shareholders may access during preparation for the Meeting. Eligible Meeting participants may acquaint themselves with this information (materials) at the Meeting venue (on the day of the Meeting) and during the period from 21 May 2009 to 10 June 2009 (inclusively) from 10.00 to 18.00 (Moscow Time) at the following addresses:

JSC RusHydro, 51 Arkhitektora Vlasova St., Moscow;

JSC Central Moscow Depositary, 34 B. Pochtovaya St., Bldg. 8, Moscow;

on the Company’s website at: www.rushydro.ru.

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The Board of Directors of JSC RusHydro gave its preliminary approval of the Annual report of the Company for 2008 and resolved to submit it for approval by the Annual General Meeting of Company Shareholders.

The annual report of JSC RusHydro was drawn up in accordance with the requirements of the Federal Law on Joint-Stock Companies, the Regulations on information disclosure by issuers securities, approved by Order of the Federal Financial Markets Service of Russia No. 06-117/pz-n of 10 October 2006 (hereinafter referred to as — the Information Disclosure Regulations), Resolution of the Russian Federation FCSM No. 17/ps of 31 May 2002 on Approval of the Regulations on additional requirements on the procedure for preparing, convening and holding meetings of shareholders.

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The Board of Directors of JSC RusHydro recommended the Annual General Meeting of the Company Shareholders to approve as auditor of the Company Closed Joint-Stock Company PriceWaterhouseCoopers Audit, Moscow, Licence No. Е,000376 of 20 May 2002.

In accordance with article 5 of Federal law of 30 December 2008 No. 307-FZ on Auditing Activities, an agreement on performance of a mandatory audit of the business (financial) accounting of an organisation in the authorized capital of which the state ownership interest accounts for no less than 25% shall be concluded based on the results of placement of an order by holding a public tender.

Closed Joint-Stock Company PriceWaterhouseCoopers Audit was determined as the winner of the public tender by resolution of the Tender Commission on the basis of assessment and comparison of applications to participate in the tender for the right to conclude an agreement for provision of services to conduct an audit of the financial (business) accounting of JSC RusHydro according to the Russian Accounting Standards for 2009 (Minutes dated 06 March 2009 No. 3).

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The Board of Directors of JSC RusHydro adopted a resolution to add the following nominees to the list of candidates for election to the Audit Commission of the Company: Denis Vladislavovich Gataulin, Deputy Head of Department for Capital Management of JSC RusHydro, and Andrei Alexandrovich Kochanov, Head of Administration for Control Measures under the Compliance and Risk Management Department of JSC RusHydro.

The nominees were added to the list of candidates for voting in connection with the shortage of candidates put forward by the shareholders in the Company for forming the Audit Commission.

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The Board of Directors recommended the Annual General Meeting of the Company Shareholders to approve the restated Regulations on payment of remuneration and compensation to the members of the Board of Directors of the Company.

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The Board of Directors of JSC RusHydro recommended the Annual General Meeting of the Company Shareholders to adopt the following resolutions on the item "On increasing the authorized capital of the Company":

 - to increase the authorized capital of the Company by placing additional ordinary registered shares numbering 19,000,000,000 (nineteen billion) with a nominal value of 1 (one) rouble each, to a total nominal value of 19,000,000,000 (nineteen billion) roubles;

- Placement method — public offering;

- Placement price of the additional shares (including to persons on the list of those enjoying the pre-emptive right to acquire the placed additional shares) — at the price determined by the Board of Directors of the Company in accordance with articles 36 and 77 of the Federal Law on Joint-Stock Companies;

 - Form of payment for the shares — monetary, non-monetary funds. The list of property that may be paid for the securities:          

1) Shares in the following joint-stock companies:

 

JSC Boguchanskaya HPP (Principal State Registration Number 1022400828119); 

JSC Geoterm (Principal State Registration Number 1024101023429);  

JSC Zaramagskiye HPPs (Principal State Registration Number 1021500822001); 

JSC KamGEC (Principal State Registration Number 1024101019469); 

JSC Kolymaenergo (Principal State Registration Number 1024900959467); 

JSC Pavlodolskaya Hydropower Plant (Principal State Registration Number 1041500751016); 

JSC Gidromontazh Trust (Principal State Registration Number 1027739318815); 

JSC Ust-Srednekanskaya HPP (Principal State Registration Number 1074910002310);

 

2) Real estate and other property used for production, transmission, dispatch, distribution and sale of electricity, relating to the activities (including construction) of the hydropower plants of the Cascade of HPPs (HPP-1, HPP-2, HPP-3) on the River Tolmacheva and the 110 kV high-voltage line Apacha — SHPP on the River Tolmacheva (Kamchatka Territory), as well as property rights (including right of claim) connected with the given activities;

   

- Procedure for payment for the shares — the shares shall be paid for in full on their placement;

 

- To approve the list of appraisers (containing details of the full name of the appraiser(s)), the name and location of the self-regulating organisation of appraisers of which the appraiser is a member, or the name of the legal entity(ies) that has (have) concluded an employment contract with the appraiser(s), from among which the appraiser(s) will be engaged for determining the market value of the property to be contributed in payment for the additional shares in the Company.

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The Board of Directors of JSC RusHydro approved conclusion of a real estate lease agreement (non-residential premises with a total area of 13.5 square metres located at: Saratov Region, Balakovo, Saratovskaya HPP) between JSC RusHydro and JSC SO UES, being an interested-party transaction.

The rental amounts to 4,779.00 roubles 00 kopecks a month including VAT of 18%.

The premises are rented by JSC SO UES for the personnel of the JSC SO UES subsidiary Regional Enterprise Volgaenergotechnadzor.

 

 

 

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