26.07.2011
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A Regular Meeting of JSC RusHydro’s Board of Directors Was Held

JSC RusHydro (ticker symbol: RTS, MICEX, LSE: HYDR; OTCQX: RSHYY) announces that the first meeting by mail-in vote of the Company's Board of Directors, including new members elected at the Annual General Shareholders Meeting June 30, 2011, was held.

 

The Company's Board of Directors elected Vladimir Vitalyevich Tatsiy Chairman of the Board of Directors.

 

Vladimir Vitalyevich Tatsiy - First Vice President of JSC Gazprombank.

 

From 2003-2007, V.V. Tatsiy served as Vice President - Head of the Depository Center of JSC Gazprombank. Later, from 2007-2009, - First Vice President - Head of the Depository Center of JSC Gazprombank. On December 1, 2009, he was appointed First Vice President of JSC Gazprombank.

 

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The Company's Board of Directors elected Victor Ivanovich Danilov-Danilyan Deputy Chairman of RusHydro's Board of Directors.

 

Victor Ivanovich Danilov-Danilyan - Director of the Institute of Water Problems of the Russian Academy of Sciences (RAS).

 

V. I. Danilov-Danilyan has served in this position (at RAS) since 2003. Also, he has headed up the Environmental and Water Management Department of the Russian Peoples' Friendship University since 2006 and the Natural Resource Management Department of the State University named after M. V. Lomonosov since 2008. He has also headed up Encyclopedia Publishing House since 2007.

 

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The Board of Directors approved the BoD's Working Plan for H2 2011.

 

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The Company's Board of Directors has set the number of members for the Audit Committee (under the Board of Directors) at 3 and has elected Committee members:

  • Victor Ivanovich Danilov-Danilyan, Member of the Board of Directors, Independent Director;
  • Victor Vasilyevich Kudryavy, Member of the Board of Directors, Independent Director;
  • Mikhail Igorevich Poluboyarinov, Member of the Board of Directors, Independent Director.

Victor Ivanovich Danilov-Danilyan was elected Committee Chairman.

 

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The Board of Directors elected the following individuals to the Human Resources and Remuneration Committee, which is subordinate to the Company's Board of Directors:

  • Viktor Ivanovich Danilov-Danilyan, Member of the Board of Directors, Independent Director;
  • Mikhail Igorevich Poluboyarinov, Member of the Board of Directors, Independent Director;
  • Rashid Ravelevich Sharipov, Member of the Board of Directors, Independent Director.

Victor Ivanovich Danilov-Danilyan was elected Committee Chairman.

 

Based on the Committee Regulation, the Human Resources and Remuneration Committee is made up of 3 members.

 

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The Board of Directors has defined the number of members to enter the Reliability, Energy Efficiency and Innovations Committee subordinate to the Board of Directors - 12 persons, and elected the following Committee members:

 

  • Victor Vasilyevich Kudryaviy, Member of the Board of Directors;
  • Rakhmetoulla Shamshievich Aldjanov, Deputy Chairman of RusHydro's Management Board;
  • Evgeny Nikolaevich Bellendir, General Director of JSC VNIIG named after B.E.Vedeneyev, ph.D. in Technical Sciences;
  • Boris Borisovich Bogush, Member of RusHydro's Management Board;
  • Mikhail Visilyevich Bolgov, Acting Deputy General Director of the Institute of Water Problems of theRussian Academy of Sciences (RAS);
  • Eduard Petrovich Volkov, General Director of JSC Institute of Energy named after G.MKrzhanovsky, member of the Russian Academy of Sciences (RAS);
  • Viktor Mikhailovich Zimin, Chairman of the Government of the Republic of Khakassia (Russia), Member of the Board of Directors;
  • Nikolay Georgievich Kutin, Head of Rostechnadzor;
  • Aleksey Victorovich Maslov, Deputy Chairman of RusHydro's Management Board;
  • George Ilyich Rizhinashvili, Deputy Chairman of RusHydro's Management Board;
  • Vladimir Vitalyevich Tatsiy, Member of the Board of Directors;
  • Sergey Vladimirovich Shishin, Member of the Board of Directors.

Victor Vasilyevich Kudryavy was elected Committee Chairman.

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The Board of Directors has established that the Strategy Committee, under the auspices of the Board of Directors, will have 11 members and elected the following Committee members:

  • Andrey Borisovich Malyshev, Member of the Board of Directors;
  • Sergey Sergeevich Beloborodov, Member of the Board of Directors;
  • Vsevolod Valeriyanovich Gavrilov, Head of the Project Management Division in the Power Supply and Environmental Management Sphere of Sberbank of Russia;
  • Evgeny Evgenievich Gorev, Member of RusHydro's Management Board;
  • Viktor Ivanovich Danilov-Danilyan, Member of the Board of Directors;
  • Valentin Efimovich Mezhevich, Member of the Federation Council of the Russian Federal Assembly, First Deputy Chairman of the Natural Monopolies Commission of the Federation Council;
  • Mikhail Igorevich Poluboyarinov, Member of the Board of Directors;
  • George Ilyich Rizhinashvili, Deputy Chairman of RusHydro's Management Board;
  • Dmitry Igorevich Shkryabin, Chief Trader Fixed Income Department at VTB Capital;
  • Maria Gennadyevna Tikhonova, Director of the Economic Regulation and Property Relations Department in the FEC of the Russian Ministry of Energy;
  • Alexander Sergeevich Yugov, Head of the Oil and Gas and Mineral Raw Materials Industry Department of the Administration for Infrastructure Branches and Organizations of VPK Rosimushestvo.

Andrey Borisovich Malyshev was elected Committee Chairman.

 

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The Board of Directors established that the Investment Committee, under the auspices of the Board of Directors, will have 11 members and elected the following Committee members:

  • Vladimir Vitalyevich Tatsiy, Member of the Board of Directors;
  • Aleksandr Valeryevich Grigoryev, General Director of OJSIC Ingosstrakh;
  • Igor Leonidovich Dubovskiy, Deputy Head of the State Tariff Management Division of theState Tariff Regulation, Infrastructure Reform and Energy Efficiency Department of the Russian Ministry for Economic Development;
  • Mikhail Alekseevich Mantrov, Deputy Chairman of RusHydro's Management Board;
  • Vasily Vladislavovich Nikonov, Director of the Electric Power Development Department at the Russian Ministry of Energy;
  • Denis Aleskandrovich Nozdrachev, Chairman of the Management board of JSC CB Svyaz-Bank;
  • Mikhail Igorevich Poluboyarinov, Member of the Board of Directors;
  • Maria Gennadyevna Tikhonova, Director of the Economic Regulation and Property Relations Department in the FEC of the Russian Ministry of Energy;
  • George Ilyich Rijinashvili, Deputy Chairman of RusHydro's Management Board;
  • Viktor Ivanovich Danilov-Danilyan, Member of the Board of Directors;
  • Ivan Sergeyevich Korolev, Deputy General Director of the Institute for World Economy and International Relations of the Russian Academy of Sciences (RAS).

Vladimir Vitalyevich Tatsiy was elected Committee Chairman.

 

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The Board of Directors approved Alexey Viktorovich Maslov's overlapping positions as Deputy Chairman of RusHydro's Management Board and General Director of JSC MC HydroOGC.

 

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The Board of Directors approved a contract between RusHydro and the Internal Affairs Department of the Gorodetsky District in the Nizhny Novgorod Region, which allows property to be used free-of-charge.

 

According to the contract, provisions have been made to transfer two rooms in the watch buildings of the area belonging to the Nizhegorodskaya HPP from RusHydro to the Internal Affairs Department.

 

The Internal Affairs Department of the Gorodetsky District in the Nizhny Novgorod Region provides security to Nizhegorodskaya HPP dams. The free-of-charge rooms are not used in the Plant's main production process but they will be considered as stationary police posts. This will enhance anti-terrorism protection at the Nizhegorodskaya HPP.

 

 

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The Board of Directors approved signing a contract between RusHydro and Iberdrola Ingeniería y Construcción, S.A.U., as a transaction that results in foreign currency commitments for RusHydro.

 

Fully reconstructing the 500 kV outdoor switchgear at RusHydro's Votkinskaya HPP branch via GISs (gas-insulated switchgears) and renewing obsolete and outdated equipment are provided for in the contract. This will greatly boost reliability of the 500 kV switchgear at the Company's Votkinskaya HPP.

 

Comprehensive reconstruction of the 500 kV Votkinskaya HPP is included in RusHydro's Investment Program.

 

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The Board of Directors approved the surety obligations contract concluded among RusHydro, JSC Boguchanskaya HPP, RUSAL Limited and Vnesheconombank.

 

Concluding the contract is part of the loan agreement between JSC Boguchanskaya HPP and Vnesheconombank. The contract regulates rights and obligations of the parties for RusHydro to discharge loan agreement obligations as surety for the Boguchanskaya HPP.

 

Also, the Board of Directors approved pledge agreements between RusHydro and Vnesheconombank.

 

As part of the agreements and accommodating loan agreement obligations of JSC Boguchansky Aluminum Smelter to Vnesheconombank, RusHydro is pledging registered ordinary shares of JSC Boguchanskaya HPP Construction Management and JSC Boguchanskaya HPP Owner to the Bank. In addition, to enforce loan agreement obligations of JSC Boguchanskaya HPP to Vnesheconombank, RusHydro is pledging registered ordinary shares of JSC Boguchansky Aluminum Smelter Construction Management and JSC Boguchansky Aluminum Smelter Owner to the Bank.

 

JSC Boguchanskaya HPP and Vnesheconombank signed an agreement to allocate loan funds to invest in completing the Boguchanskaya HPP, which is part of the Boguchanskaya Power and Metallurgical Association (BPMA). RusHydro offers surety for this loan agreement. The transaction was approved by RusHydro's Extraordinary General Meeting of Shareholders October 22, 2010.

 

Under the BPMA project financing terms approved by Vnesheconombank's Supervisory Board (July 28th, 2010), RUB 28.1 billion are devoted to completing the HPP project with a loan term of 16 years.

 

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The Board of Directors approved the prime contract between RusHydro and Voith Hydro GmbH & Co. KG to supply runners to upgrade hydro-power turbines and to manufacture the hydro-power turbine cover for the Miatlinskaya HPP at the Dagestan-based branch of RusHydro. The contract suggests that project development, model testing, manufacturing and supplying equipment, spare parts and installation devices should be completed by the end of 2014.

 

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The Board of Directors approved an offset transaction between RusHydro and Voith Hydro GmbH & Co. KG by concluding a prime contract to ensure the comprehensive upgrade of the vertical Kaplan turbines and the one hydro-power unit at the Saratovskaya HPP. The contract suggests that drafting, manufacturing, supplying and replacing equipment and the "turn key" hydro-power unit will be completed by the end of 2024. An offset feature of the transaction is that Voith Hydro GmbH & Co. KG will invest and provide available scientific results and advanced technology.

 

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The Board of Directors instructed E. V. Dod, Chairman of RusHydro's Management Board, to look into establishing a joint venture with Voith Hydro GmbH & Co. KG, with consideration given to a comprehensive upgrade of the vertical Kaplan turbines and the hydro-power unit at the Saratovskaya HPP.

 

Basic principles of cooperation between RusHydro and Voith Hydro GmbH & Co. KG in the hydro-power sphere are outlined in a set of cooperation documents and commercial contracts signed at the St. Petersburg International Economic Forum in June (2011). In particular, they cover promising cooperation areas, including: the comprehensive upgrade of Saratovskaya HPP equipment, manufacturing and supplying equipment to upgrade the Miatlinskaya HPP and considering the possibility of establishing a joint venture to produce hydro-power equipment in Russia. The total investment (by parties) under the agreement is expected to total more than Euro 1 bln.




 

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