At the regular General Meeting of the Board of Directors of JSC RusHydro
The Board of Directors of JSC RusHydro permitted the Management Board of the Company to finance investment activities in the 2nd quarter of 2009 in an amount up to 14 billion roubles within the scope of the Investment Programme approved by the Board of Directors on 23 January 2009 and instructed it to ensure presentation of the Investment Programme for 2009 for consideration by the Board of Directors after its consideration by a meeting of the Government of the Russian Federation.
The Board of Directors of JSC RusHydro elected the following additional members of the Investment Committee:
On the item "On participation (termination of participation) by the Company in other organizations, the Board of Directors resolved:
1. To approve termination of participation by the Company in JSC Vilyuiskaya HPP-3 by disposing of the shares on the following terms and conditions:
· balance sheet value of the shares — 47,639,575 roubles;
· value of the shares as determined by an independent appraiser — 84,240,000 roubles;
· ownership interest of the Company in the authorized equity capital of JSC Vilyuiskaya HPP-3 before disposal of the shares in accordance with this resolution — 1.9016%;
· category, type, nominal value, and number of shares sold — ordinary registered shares with a nominal value of 10 roubles per share numbering 9,204,984 units;
· disposal method — direct sale to LLC ALROSA-Okhrana.
JSC RusHydro is a minority shareholder in Vilyuiskaya HPP-3 (1.9016%) and virtually does not participate in management of JSC Vilyuiskaya HPP-3. In this connection, it appears advisable to terminate participation by JSC RusHydro in JSC Vilyuiskaya HPP-3 by means of direct sale of the block of shares to LLC ALROSA-Okhrana (a 100% SDC of
2. To approve conclusion of a sale and purchase agreement for additional shares between JSC RusHydro and JSC Zagorskaya PSPP‑2, being an interested-party transaction, on the following terms and conditions:
As a result of acquiring the additional shares, the ownership interest of JSC RusHydro in the authorized equity capital of JSC Zagorskaya PSPP‑2 will not change and will constitute 100%.
The increase in the authorized equity capital of JSC Zagorskaya PSPP‑2 by means of placement of additional shares by private offering is performed for the purpose of capitalization of JSC RusHydro’s contributions to financing the construction of the Zagorskaya PSPP‑2.
3. To approve participation by JSC RusHydro in JSC Nizhne-Kureiskaya HPP by means of incorporation on the following terms and conditions:
· Authorised equity capital of JSC Nizhne-Kureiskaya HPP — 500,000 roubles.
· Founder — JSC RusHydro (100% of the authorized equity capital).
Work is currently under way on engineering surveying, assessment of environmental impact and the feasibility study (Draft) for the Nizhne-Kureiskaya HPP and a number of permission and entitling documents are being executed.
For the purpose of ensuring due formalization of property relations with respect to possession, use and disposal of land plots, as well as undergoing of Chief State Expert Examination of the Russian Federation, it is necessary to set up a separate legal entity JSC Nizhne-Kureiskaya HPP. This legal entity will be a 100% subsidiary company of JSC RusHydro, which will ensure management control over and transparency of the activities during design and survey work.
4. To approve participation by JSC RusHydro in JSC ESK RusHydro by means of acquisition of shares on the following terms and conditions:
The sales holding JSC ESK RusHydro includes blocks of shares in the following retail sales companies:
- 51.75% of the shares in JSC Krasnoyarskenergosbyt;
- 49% of the shares in JSC Ryazan Power Sales Company;
- 100% of the shares in JSC Chuvashia Power Sales Company.
The shareholders in JSC ESK RusHydroв are currently JSC RusHydro (57.4%) and the New Energy Fund (42.6%).
For the purpose of completing formation of a unified management contour within JSC ESK RusHydro, a transaction is being undertaken for sale and purchase of 42.6% shares in JSC ESK RusHydro between the New Energy Fund and JSC RusHydro. As a result of this transaction, JSC RusHydro will become the owner of 100% of the shares in this sales company.
In addition, the Board of Directors of JSC RusHydro approved the Company extending a targeted loan to JSC ESK RusHydro for the purpose of acquiring 41.52% of the shares in Open Joint-Stock Company Ryazan Power Sales Company (JSC RESK), being an interested-party transaction, on the following terms and conditions:
· Borrower — JSC ESK RusHydro;
· Lender — JSC RusHydro;
· Loan sum — 548,500,000 roubles (five hundred forty eight million, five hundred thousand) roubles;
· Interest rate charged on the loan — interest-free (0%);
· Conditions for extension of the loan — lump sum on the basis of an Application from the Borrower;
· Designated purpose of the loan — acquisition of 41.52% of the shares in JSC RESK.
Loan term — the loan is to be repaid by 1 June 2010. On mutual agreement between the parties, the deadline for repayment of the loan may be extended by execution of a supplementary agreement.
The Board of Directors of JSC RusHydro approved conclusion of Off-market free bilateral sale and purchase agreements for electric power and capacity between the Company and JSC Krasnoyarskenergosbyt in relation to the group of supply points of the Maynskaya HPP and in relation to the group of supply points of the Sayano-Shushenskaya HPP, being interested-party transactions.
Under the terms of the agreements, JSC RusHydro undertakes to supply electric power and capacity to JSC Krasnoyarskenergosbyt and JSC Krasnoyarskenergosbyt undertakes to accept and pay for the electric power and capacity.
The agreements are concluded for a six-month period; the preliminary volume of electric power supply under the agreements is no more than 0.001 MW for each supply period
Shares / ADR