At the regular General Meeting of the Board of Directors of JSC RusHydro

On 3 April 2009, a 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 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.

On 23 January 2009, the Board of Directors of JSC RusHydro approved the Investment Programme for 2009 in the sum of 79,343 million roubles, envisaging start-up of 145 MW of generating capacity in 2009.

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The Board of Directors of JSC RusHydro elected the following additional members of the Investment Committee:

On 23 January 2009, a resolution of the Board of Directors of JSC RusHydro elected 7 members of the Investment Committee under the Board of Directors of the Company. In accordance with the Regulations on the Investment Committee, the Investment Committee should have no more than 13 members.

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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 CJSC AK Alrosa).

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:

• category, type, nominal value of the shares: ordinary registered shares with a nominal value of 1 rouble per share;
• number of shares acquired: 2,464,589,236 units; JSC RusHydro has the right to acquire a smaller number of shares in JSC Zagorskaya PSPP‑2, in which case JSC Zagorskaya PSPP‑2 will transfer to the ownership of JSC RusHydro a corresponding number of paid-up hares;
• share acquisition price: the placement price of additional shares in JSC Zagorskaya PSPP‑2, constituting 3.53 roubles per 1 additional ordinary registered share to a total sum of no more than 8,700,000,003.08 roubles.

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).

• Category, type of shares placed on incorporation — ordinary registered shares with a nominal value of 1 rouble per share; number of outstanding shares — 500,000 units.
• Procedure for payment of the authorized equity capital — shares in JSC Nizhne-Kureiskaya HPP are to be paid for within a term of one year from the time of state registration of JSC Nizhne-Kureiskaya HPP. At least 50% of the shares in JSC Nizhne-Kureiskaya HPP shall be paid for within a period of 3 months from the time of state registration of JSC Nizhne-Kureiskaya HPP.

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:

• category, type, nominal value and number of shares acquired — ordinary registered shares in JSC ESK RusHydro with a nominal value of 1 rouble per shares, numbering 1,282,000,000 units (42.6% of the authorized equity capital of JSC ESK RusHydro);
• market value of the acquired shares in JSC ESK RusHydro — 1,285,000,000 roubles;
• acquisition method — direct purchase from the New Energy Fund.

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.

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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