minutes no. 76 of the board of directors (absent voting) of directors... · ivanov serguey...

Minutes No. 76

of the Board of Directors (absent voting)

Moscow

Meeting held on: 3 March 2009. Took part in voting: members of the Board of Directors: B.I. Ayuev, A.A. Makarov, A.B. Malyshev, S.V. Maslov, D.V. Ponomarev, V.V. Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko Not taking part in voting: M.Y. Kurbatov, M.V. Sousov 9 out of 11 elected members of the Board of Directors took part in voting. Quorum confirmed.

Agenda

1. Program of activities of the Board of Directors of JSC FGC UES for

the 1st and 2nd quarters 2009. 2. Formation of the Audit Committee of the Board of Directors of JSC

FGC UES. 3. Formation of the Investments Committee of the Board of Directors

of JSC FGC UES. 4. Define the position of Company (representatives of Company) on

the agendas of the meetings of the Boards of Directors of JSC «Glavsetservice UNEG» and JSC «Electrosetservice UNEG».

5. Define the position of Company (representatives of Company) on the agendas of the extraordinary general meetings of the shareholders of JSC «Glavsetservice UNEG» and JSC «Electrosetservice UNEG».

6. Define the position of JSC FGC UES (representatives of JSC FGC UES) on the agendas of the extraordinary general meetings of the shareholders and meetings of the Boards of Directors of JSC FGC UES subsidiaries and associates.

7. Define the position of Company (representatives of Company) on the issues relating to the agendas of the extraordinary general meetings of the shareholders of JSC SMUEK due to the liquidation of JSC SMUEK.

8. Define the position of JSC FGC UES (representatives of JSC FGC UES) on the agendas of the meeting of the Board of Directors and of the extraordinary general meeting of the shareholders of JSC «Dalenergosetproekt».

9. Define the position of representatives of JSC FGC UES: on the issue of the agenda of the meeting of the Board of Directors and of the extraordinary general meeting of the shareholders of JSC "Mobile gas turbine electric power plants".

2

10. Define the position of JSC FGC UES (representatives of JSC FGC UES) on the issues relating to the agenda of the general meeting of the shareholders and the meeting of the Board of Directors of JSC «GVC Energetiki».

11. Approval of supplementary agreement No. 2 to the agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in.

12. Approval of supplementary agreement No. 3 to the agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in.

13. Approval of the property lease agreement between JSC FGC UES and JSC «CIUS UES», which is a transaction the Parties are interested in.

14. Approval of the movable assets lease agreement (with the right to buy-out) between JSC FGC UES and JSC «Holding MRSK», which is a transaction the Parties are interested in.

15. Approval of the terms and conditions of supplementary agreement No. 4 to the agreement for keeping and safe custody of the register of the holders of registered equity securities as of 04 November 2002 No. TsD/FGC-No. 1 concluded between JSC FGC UES and JSC «CMD».

16. Approval of the trust management agreement concluded between JSC FGC UES and JSC «INTER RAO UES», which is a transaction the Parties are interested in.

1. Program of activities of the Board of Directors of JSC FGC UES for the 1st and 2nd quarters 2009.

Decision: 1.1. Approve the program of activities of the Board of Directors of JSC

FGC UES for the 1st and 2nd quarters 2009 as per Exhibit 1 to the present report.

«FOR» - 9 votes «AGAINST» - no «ABSTAINED» - no Decision taken unanimously.

2. Formation of the Audit Committee of the Board of Directors of JSC

FGC UES. Decision:

3

2.1. Elect the following composition of the Audit Committee of the Board of Directors of JSC FGC UES:

- Tatsiy Vladimir Vitalievich - member of the Board of Directors of JSC FGC UES, First Vice President of JSC «GazpromBank»;

- Sharipov Rashid Ravelevich - member of the Board of Directors of JSC FGC UES, deputy General Director LLC «KFK-Konsalt»;

- Ernesto Ferlenghi - member of the Board of Directors of JSC FGC UES, head of «ENI» representation office in the Russian Federation and CIS.

2.2. Elect Sharipov Rashid Ravelevich chairman of the Audit Committee of the Board of Directors of JSC FGC UES.

«FOR» - B.I. Ayuev, A.A. Makarov, A.B. Malyshev, S.V. Maslov, D.V.

Ponomarev, V.V. Tatsiy, E. Ferlenghi, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - R.R. Sharipov (1 vote) Decision taken by majority of votes.

3. Formation of the Investments Committee of the Board of Directors of

JSC FGC UES. Decision: 3.1. Set up the Investments Committee of the Board of Directors of

JSC FGC UES. 3.2. Approve the Regulations on the Investments Committee of the

Board of Directors of JSC FGC UES as per Annex 2 to the present report. 3.3. Elect to the Investments Committee of the Board of Directors of

JSC FGC UES: - Ayuev Boris Ilyich - Chairman of the Managing Board of JSC «СО-

UES». - Dyakov Anatoli Fyodorovich - president of noncommercial

organization «United electric power system of Russia»; - Ivanov Serguey Nikolaevich - first deputy chairman of the Managing

Board of JSC FGC UES; - Kozhukhovski Igor Stepanovich - General Director of CJSC

«APBE»; - Ponomarev Dmitry Valerievich - Chairman of the Managing Board

NP «Market Council»; - Kravchenko Vyacheslav Mikhailovich - General Director of LLC

«RN-Energo»; - Kurbatov Mikhail Yurievich - member of the Board of Directors of

JSC FGC UES, head of department at the Ministry for Economic Development of Russia;

4

- Malyshev Andrey Borisovich - member of the Board of Directors of JSC FGC UES, vice-director general State Corporation «RosNanoTech»;

- Maslov Aleksey Viktorovich - member of the Managing Board of JSC FGC UES;

- Maslov Serguey Vladimirovich - member of the Board of Directors of JSC FGC UES, president of CJSC «St Petersburg Commodities Exchange»;

- Sitnikov Vladimir Fyodorovich - General Director of JSC «Institute «EnergoSetProekt»;

- Tatsiy Vladimir Vitalievich - first vice-president of JSC «GazpromBank»;

- Tikhonova Maria Guennadievna - chief of section of corporate governance and economic expert examination of the Department of economic regulation and property relations at the fuel and energy complex, Energy Ministry of Russia.

3.4. Elect Chairman of the Investments Committee of Company's Board of Directors Malyshev Andrey Borisovich – member of the Board of Directors of JSC FGC UES, vice-general director State Corporation «RosNanoTech».

«FOR» - B.I. Ayuev, A.B. Malyshev, S.V. Maslov, D.V. Ponomarev, V.V.

Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - A.A. Makarov (1 vote) Decision taken by majority of votes.

4. Define the position of Company (representatives of Company) on

the agendas of the meetings of the Boards of Directors of JSC «Glavsetservice UNEG» and JSC «Electrosetservice UNEG».

Decision: 4.1. Request the representatives of JSC FGC UES: 4.1.1. in the Board of Directors of JSC «Glavsetservice UNEG»: on the

issue of the agenda of the meeting of the Board of Directors of JSC «Glavsetservice UNEG» «Approval of the agenda of the extraordinary general meeting of the shareholders of JSC «Glavsetservice UNEG» — vote «FOR» the approval of the following agenda of the extraordinary general meeting of the shareholders:

- «Early termination of powers of all members of the Board of Directors of JSC «Glavsetservice UNEG»; - «Elect members of the Board of Directors of JSC «Glavsetservice UNEG». 4.1.2. in the Board of Directors of JSC «Electrosetservice UNEG» on

the issue of the agenda of the meeting of the Board of Directors of JSC «Electrosetservice UNEG» «Approval of the agenda of the extraordinary

5

general meeting of the shareholders of JSC Electrosetservice UNEG» — vote «FOR» the approval of the following agenda of the extraordinary general meeting of the shareholders:

- «Early termination of powers of all members of the Board of Directors of JSC «Electrosetservice UNEG»; - «Elect members of the Board of Directors of JSC «Electrosetservice UNEG». «FOR» - B.I. Ayuev, A.B. Malyshev, S.V. Maslov, D.V. Ponomarev, V.V.

Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - A.A. Makarov (1 vote) Decision taken by majority of votes. 5. Define the position of Company (representatives of Company) on

the agendas of the extraordinary general meetings of the shareholders of JSC «Glavsetservice UNEG» and JSC «Electrosetservice UNEG».

Decision: 5.1. Request the representatives of JSC FGC UES to vote «FOR» the

approval of the following decisions on issues relating to the extraordinary general meeting of the shareholders of JSC «Glavsetservice UNEG»:

5.1.1. Issue «Early termination of powers of all members of the Board of Directors of JSC «Glavsetservice UNEG»:

- Terminate prematurely the powers of all members of the Board of Directors of JSC «Glavsetservice UNEG»

5.1.2. Issue «Elect members of the Board of Directors of JSC «Glavsetservice UNEG»:

- Elect the Board of Directors of JSC «Glavsetservice UNEG» composed of the following members:

1. Samarenko Oleg Vyacheslavovich – director for assets management of JSC FGC UES;

2. Vakhrushev Mikhail Guennadievich – deputy manager of the Department of assets management of JSC FGC UES;

3. Grinenko Valeri Ivanovich – General Director of JSC «Glavsetservice UNEG»;

4. Ziminas Roman Stasovich – head of the Department of methodology and procurement activities organization of JSC FGC UES;

5. Shatokhona Oksana Vladimirovna – head of the Department of economic planning and budgeting of JSC FGC UES;

6. Piotrovich Nikolay Borisovich – Manager of the corporate procedures area of the Department of corporate governance of JSC FGC UES;

6

7. Shogenov Valeri Mukhamedovich – deputy director of the Department of economic regulation and property relations at the fuel and energy complex of the Energy Ministry of Russia. 5.2. Request the representatives of JSC FGC UES to vote «FOR» the

approval of the following decisions on issues relating to the extraordinary general meeting of the shareholders of JSC «Electrosetservice UNEG»:

5.2.2. Issue «Early termination of powers of all members of the Board of Directors of JSC «Electrosetservice UNEG»:

- Terminate prematurely the powers of all members of the Board of Directors of JSC «Electrosetservice UNEG». 5.2.3. Issue «Elect members of the Board of Directors of JSC

«Electrosetservice UNEG»: - Elect the Board of Directors of JSC «Electrosetservice UNEG»

composed of the following members: 1. Samarenko Oleg Vyacheslavovich – director for assets

management of JSC FGC UES; 2. Vakhrushev Mikhail Guennadievich – deputy director of the

Department of assets management of JSC FGC UES; 3. Korobkov Nikolay Mikhailovich – General Director of JSC

«Electrosetservice UNEG»; 4. Buravtsev Vladimir Nikolaevich – head of the Department

industrial safety of JSC FGC UES; 5. Ivashenko Konstantin Mikhailovich – deputy manager of the

Department of economic planning and budgeting of JSC FGC UES; 6. Piotrovich Nikolay Borisovich – Manager of the corporate

procedures area of the Department of corporate governance of JSC FGC UES;

7. Tikhonova Maria Guennadievna – head of section of the Department of economic regulation and property relations at the fuel and energy complex of the Energy Ministry of Russia.

*candidates at the top of the proposal lists are recommended to be elected chairmen of the Boards of Directors

«FOR» - B.I. Ayuev, A.B. Malyshev, S.V. Maslov, D.V. Ponomarev, V.V. Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko (8 votes)

«AGAINST» - no «ABSTAINED» - A.A. Makarov (1 vote) Decision taken by majority of votes. 6. Define the position of JSC FGC UES (representatives of JSC FGC

UES) on the agendas of the extraordinary general meetings of the shareholders and meetings of the Boards of Directors of subsidiaries and associates of JSC FGC UES.

7

Decision: 6.1. Request the representatives of JSC FGC UES: on the issue of the

agenda of the meeting of the Board of Directors of JSC «DESP» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «DESP» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «DESP»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.1.1. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC «DESP» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:

Terminate prematurely the powers of all members of Company's Board of Directors.

6.1.2. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «DESP» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:

Elect Company's Board of Directors composed of the following members:

1. Korneev Valeri Valerievich – General Director of JSC «NTC ElectroEnergetiki»;

2. Sharov Yuri Vladimirovich – General Director of JSC «Vostochnaya Energy Company»;

3. Esin Mikhail Pavlovich – head of the Department of property management of JSC FGC UES;

4. Zemlyanski Igor Ivanovich – JSC «CIUS UES» director for construction engineering in Central Russia, Urals, Western Siberia and the East;

5. Smerkovich Guennadi Solomonovich – General Director of JSC «DESP»;


7. Shogenov Valeri Mukhamedovich – deputy director of the Department of economic regulation and property relations at the fuel and energy complex of the Energy Ministry of Russia.

6.2.1. Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors of the LLC «Energy Index – FGC UES» «Define the agenda of the extraordinary general meeting of the stakeholders of LLC «Energy Index – FGC UES» — vote «FOR» the following decision:

8

Approve the following agenda of the extraordinary general meeting of the stakeholders of LLC «Energy Index – FGC UES»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.2.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the stakeholders LLC «Energy Index – FGC UES» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.2.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the stakeholders LLC «Energy Index – FGC UES» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Ivanov Serguey Nikolaevich – first vice-chairman of the Managing Board of JSC FGC UES;

2. Demin Andrey Aleksandrovich – vice-chairman of the Managing Board of JSC FGC UES;

3. Dobrov Vladimir Yurievich – head of JSC FGC UES Department of corporate finances.


the agenda of the meeting of the Board of Directors of JSC "Mobile gas turbine electric power plants» «Define the agenda of the extraordinary general meeting of the shareholders of JSC "Mobile gas turbine electric power plants» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC "Mobile gas turbine electric power plants»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 3. Early termination of powers of Company's Auditing Committee. 4. Election of Company's Auditing Committee. 6.3.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC "Mobile gas turbine electric power plants» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.3.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC "Mobile gas

9

turbine electric power plants» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Esin Mikhail Pavlovich – head of the Department of property management of JSC FGC UES;

2. Buravtsev Vladimir Nikolaevich – head of the Department of process safety of JSC FGC UES;

3. Voronin Vladimir Trofimovich – head of service of current-dispatch management systems setup of JSC FGC UES;

4. Tikhonova Maria Guennadievna – head of section of the Department of economic regulation and property relations at the fuel and energy complex of the Energy Ministry of Russia;

5. Kovalenko Tatyana Anatolyevna – manager of the area of securities and information disclosure of the Department of corporate governance of JSC FGC UES.


the agenda of the meeting of the Board of Directors of JSC «MUS Energetiki» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «MUS Energetiki» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «MUS Energetiki»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.4.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC «MUS Energetiki» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.4.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «MUS Energetiki» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Svetlitski Stanislav Yurievich – Vice-Minister of Energy of the Russian Federation;

2. Gurevich Dmitri Mikhailovich – director for telecommunications in JSC FGC UES;

10

3. Smaguin Andrey Viktorovich - deputy manager of the Legal Department of JSC FGC UES;

4. Terentyev Stanislav Nikolaevich - General Director of JSC «MUS Energetiki»;

5. Rodionov Vyacheslav Nikolaevich – head of the division of communications systems of JSC FGC UES IT service;

6. Samarenko Oleg Vyacheslavovich – director for assets management of JSC FGC UES;


the agenda of the meeting of the Board of Directors of JSC «NTC ElectroEnergetiki» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «NTC ElectroEnergetiki» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «NTC ElectroEnergetiki»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.5.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC «NTC ElectroEnergetiki» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.5.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «NTC ElectroEnergetiki» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Sharov Yuri Vladimirovich – General Director of JSC «Vostochnaya Energy Company»;

2. Lint Mikhail Gueorguievich – director for technology of JSC FGC UES;

3. Mikhailov Serguey Alekseyevich – director of the Department of the Energy Ministry of Russia;


5. Korneev Valeri Valerievich – General Director of JSC «NTC ElectroEnergetiki».

11

6.6.1. Request the representatives of JSC FGC UES: on the issue of the agenda of the meeting of the Board of Directors of JSC «UC Energetiki» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «UC Energetiki» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «UC Energetiki»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.6.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC «UC Energetiki» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.6.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «UC Energetiki» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Chernov Aleksandr Grigorievich - director for informational support – Head of the IT Department of JSC FGC UES;

2. Kovalenko Tatyana Anatolyevna – Manager of the area of securities and information disclosure of the Department of corporate governance of JSC FGC UES;

3. Fadeev Aleksandr Nikolaevich - head of the Department of economic security and operational regime of JSC РАО «UES of Russia»

4. Khoroshilov Igor Nikolaevich – deputy director of the Department of the Energy Ministry of Russia;

5. Danilov Denis Petrovich - General Director of JSC «UC Energetiki». 6.7.1. Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors of JSC «CNII NPKEnergo» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «CNII NPKEnergo» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «CNII NPKEnergo»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 3. Early termination of powers of Company's Auditing Committee. 4. Election of Company's Auditing Committee.

12

6.7.2. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «CNII NPKEnergo» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.7.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «CNII NPKEnergo» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Mikhailov Serguey Alekseyevich – director of the Department of the Energy Ministry of Russia;

2. Kholostov Aleksandr Aleksandrovich - chief specialist of the corporate procedures area of the Department of corporate governance of JSC FGC UES;

3. Nikolayev Vladimir Nikolaevich – head of section of property management of the Department of property management of JSC FGC UES;

4. Permyakov Kirill Vladimirovich – chief expert of the agreement registration section of the Department of Financial Accounting & Reporting of JSC FGC UES;

5. Grigorovich Natalya Viktorovna – deputy manager of the Department of methodology and procurement activities organization of JSC FGC UES.


the agenda of the meeting of the Board of Directors of JSC «Energostroisnabkomplekt UES» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «Energostroisnabkomplekt UES» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «Energostroisnabkomplekt UES»:

1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.8.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC «Energostroisnabkomplekt UES» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


13

6.8.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «Energostroisnabkomplekt UES» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:


1. Bondarenko Anastasia Borisovna – director of the Department of the Energy Ministry of Russia;

2. Ziminas Roman Stasovich – head of the Department of methodology and procurement activities organization of JSC FGC UES;

3. Ivanov Serguey Nikolaevich – first vice-chairman of the Managing Board of JSC FGC UES;

4. Drobyshev Pavel Yurievich – head of the Department of regulatory issues of NP «Market Council»;

5. Ivanov Timur Vadimovich – vice-chairman of the Managing Board of JSC «INTER RAO UES»;

6. Novokreshchennykh Ekaterina Ilyinichna – former first deputy chief of the design center of pre-sale preparation and assets sales;

7. Smaguin Andrey Viktorovich - deputy manager of the Legal Department of JSC FGC UES.


the agenda of the meeting of the Board of Directors of JSC «Center Energetiki» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «Center Energetiki» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «Center Energetiki»:


extraordinary general meeting of the shareholders of JSC «Center Energetiki» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.9.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «Center Energetiki» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:

Distribute the votes of JSC FGC UES in favor of the following candidates at the Board of Directors of JSC «Center Energetiki»:

14

1. Kholostov Aleksandr Aleksandrovich - chief specialist of the corporate procedures area of the Department of corporate governance of JSC FGC UES;

2. Sharikov Evgueni Andreyevich – leading specialist of the corporate procedures area of the Department of corporate governance of JSC FGC UES;

3. Ivanov Guennadi Mikhailovich – deputy manager of the procurement and operations support department of JSC FGC UES;

4. Dotsenko Valentina Evguenyevna – manager of the area of agreements drafting of the Legal Department of JSC FGC UES;

5. Likhov Khasan Mushafaevich – consultant of the Department of the Energy Ministry of Russia;

6. Nikolayev Vladimir Nikolaevich – head of section of property management of the Department of property management of JSC FGC UES;

7. Kurbetieva Ella Anatolievna – head of section of facilities monitoring UNEG of JSC FGC UES Department of property management.

6.10.1.Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors JSC UES «GruzRosEnergo» «Define the agenda of the extraordinary general meeting of the shareholders JSC UES «GruzRosEnergo» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders JSC UES «GruzRosEnergo»:


extraordinary general meeting of the shareholders JSC UES «GruzRosEnergo» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.10.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders JSC UES «GruzRosEnergo» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:

Distribute the votes of JSC FGC UES in favor of the following candidates at the Board of Directors JSC UES «GruzRosEnergo»:

1. Ayuev Boris Ilyich - Chairman of the Managing Board of JSC «SO UES»; 2. Goncharov Yuri Vladimirovich - acting chief of the Department of corporate governance of JSC FGC UES;

15

3. Vasiliev Viktor Alekseyevich – vice-chairman of the Managing Board of JSC FGC UES. 6.11.1. Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors of JSC «EnergoTekhKomplekt» «Define the agenda of the extraordinary general meeting of the shareholders of JSC «EnergoTekhKomplekt» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «EnergoTekhKomplekt»:


extraordinary general meeting of the shareholders of JSC «EnergoTekhKomplekt» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:


6.11.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «EnergoTekhKomplekt» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:

Distribute the votes of JSC FGC UES in favor of the following candidates at the Board of Directors of JSC «EnergoTekhKomplekt»:

1. Likhov Khasan Mushafaevich – consultant of the Department of the Energy Ministry of Russia; 2. Grigorovich Natalya Viktorovna – deputy manager of the Department of methodology and procurement activities organization of JSC FGC UES. 6.12.1. Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors of JSC «CIUS UES» «Define the agenda of the extraordinary general meeting of the stakeholders of JSC «CIUS UES» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the stakeholders of JSC «CIUS UES»: 1. Early termination of powers of Company's Board of Directors. 2. Election of Company's Board of Directors. 6.12.2. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the stakeholders of JSC «CIUS UES» — vote «FOR» the following decision on issue «Early termination of powers of Company's Board of Directors»:

16


6.12.3. Request the representatives of JSC FGC UES at the extraordinary general meeting of the stakeholders of JSC «CIUS UES» — vote «FOR» the following decision on issue «Election of Company's Board of Directors»:

Distribute the votes of JSC FGC UES in favor of the following candidates at the Board of Directors of JSC «CIUS UES»:

1. Svetlitski Stanislav Yurievich - Vice-Minister of Energy of the Russian Federation; 2. Sharipov Rashid Ravelevich - member of the Board of Directors of JSC FGC UES, deputy General Director LLC «KFK-Konsalt»; 3. Ivanov Serguey Nikolaevich - first vice-chairman of the Managing Board of JSC FGC UES; 4. Maslov Aleksey Viktorovich - member of the Managing Board of JSC FGC UES; 5. Drobyshev Pavel Yurievich - head of the Department of regulatory issues of NP «Market Council»; 6. Tikhonova Maria Guennadievna - head of section of the Department of the Energy Ministry of Russia. 7. Nozdrachev Denis Aleksandrovich - head of department of JSC «VneshEkonomBank». 6.13.1. Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors CJSC «Agency of forecasting electric power balances» «Define the agenda of the extraordinary general meeting of the shareholders CJSC « Agency of forecasting electric power balances» — vote «FOR» the following decision:

Approve the following agenda of the extraordinary general meeting of the shareholders CJSC « Agency of forecasting electric power balances»:

1. Early termination of powers of Company's Auditing Committee. Election of Company's Auditing Committee




17

7. Define the position of Company (representatives of Company) on the issues relating to the agendas of the extraordinary general meetings of JSC SMUEK shareholders due to the liquidation of JSC SMUEK.

Decision: 7.1. Request JSC FGC UES representatives at the extraordinary

general meeting of the shareholders of JSC SMUEK: concerning the issue «Liquidation of Company and appointment of a liquidation commission» — vote «FOR» the decision cited in Exhibit 3 to the present report.

7.2. Request the representatives of JSC FGC UES at the next extraordinary general meetings of shareholders of JSC SMUEK: concerning all issues on the agenda vote «FOR» the decisions on the respective issues examined in accordance with Article 61-64 of RF Civil Code and Article 21-24 of the Federal Law «On Joint Stock Companies» due to the liquidation of JSC SMUEK.

«FOR» - B.I. Ayuev, A.A. Makarov, A.B. Malyshev, S.V. Maslov, D.V.

Ponomarev, V.V. Tatsiy, E. Ferlenghi, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - R.R. Sharipov (1 vote) Decision taken by majority of votes.

8. Define the position of JSC FGC UES (representatives of JSC FGC

UES) on the agendas of the meeting of the Board of Directors and of the extraordinary general meeting of the shareholders of JSC «Dalenergosetproekt».


agenda of the meeting of the Board of Directors of JSC «Dalenergosetproekt» «Approval of the agenda of the extraordinary general meeting of the Company's shareholders» — vote «FOR» the approval of the following agenda of the extraordinary general meeting of the shareholders of JSC «Dalenergosetproekt»:

«Approval of the revised Articles of Association of JSC «Dalenergosetproekt».

8.2. Request the representatives of JSC FGC UES: on the issue of the agenda of the extraordinary general meeting of the shareholders of JSC «Dalenergosetproekt» «Introduction of amendments and additions to the Articles of Association of JSC «Dalenergosetproekt» — vote «FOR» the following decision:

- Approve the Articles of Association of JSC «Dalenergosetproekt» as per the revised version - see Annex 4 to the present report.

18

«FOR» - 9 votes «AGAINST» - no «ABSTAINED» - no Decision taken unanimously. Issue: 9. Define the position of representatives of JSC FGC UES: on the

issue of the agenda of the meeting of the Board of Directors and of the extraordinary general meeting of the shareholders of JSC "Mobile gas turbine electric power plants".


agenda of the meeting of the Board of Directors of JSC "Mobile gas turbine electric power plants» — vote «FOR» the approval of the following agenda of the extraordinary general meeting of the shareholders:

- increase of social capital of JSC "Mobile gas turbine electric power plants» by placing additional shares.

9.2. Request the representatives of JSC FGC UES at the general meeting of the shareholders of JSC "Mobile gas turbine electric power plants»: concerning the issue «Increase of social capital of JSC "Mobile gas turbine electric power plants» by way of placing additional shares» — vote «FOR» the following decision:

«Increase social capital of JSC "Mobile gas turbine electric power plants» by way of placing additional registered shares totaling 15 738 909 300 (fifteen billion seven hundred thirty-eight million nine hundred nine thousand three hundred), 54 (fifty four) kopeks each to the overall amount of 8 499 011 022 (eight billion four hundred ninety-nine million eleven thousand twenty-two) rubles.

Way of placement: closed subscription; the circle of persons targeted for subscription - JSC FGC UES.

Price of placement of shares - the price determined by the Board of Directors of JSC "Mobile gas turbine electric power plants» in accordance with Articles 36 and 37 of the Federal Law «On Joint Stock Companies», to the amount of 54 (fifty four) kopeks .

Way of payment for the shares - monetary assets. Procedure of payment for the shares - the shares are paid for when

fully placed». «FOR» - 9 votes «AGAINST» - no «ABSTAINED» - no Decision taken unanimously.

19

10. Define the position of JSC FGC UES (representatives of JSC FGC UES) on the issues relating to the agendas of the general meeting of the shareholders and the meeting of the Board of Directors of JSC «GVC Energetiki» (Main Computer Center of Energy).

Decision: 10.1. Request the representatives of JSC FGC UES: on the issue of

the agenda of the meeting of the Board of Directors of JSC «GVC Energetiki» (Main Computer Center of Energy) «Define the agenda of the general meeting of the shareholders of JSC «GVC Energetiki» — vote «FOR» the following decision:

10.1.1. Approve the following agenda of the extraordinary general meeting of the shareholders of JSC «GVC Energetiki»:

10.1.1.1. Early termination of powers of Company's Board of Directors. 10.1.1.2. Election of Company's Board of Directors. 10.1.1.3. Request the representatives of JSC FGC UES at the

extraordinary general meeting of the shareholders of JSC «GVC Energetiki» — vote «FOR» the following decision concerning the issue «Early termination of powers of the Board of Directors of JSC «GVC Energetiki» (Main Computer Center of Energy):

10.1.1.3.1. Terminate prematurely the powers of all members of Company's Board of Directors.

10.2. Request the representatives of JSC FGC UES at the extraordinary general meeting of the shareholders of JSC «GVC Energetiki» (Main Computer Center of Energy) on the issue «Election of Company's Board of Directors»:

10.2.1. Distribute the votes among the following candidates to Company's Board of Directors taking into consideration the first five priorities in the list:

− Azbukin Vladimir Mikhailovich, Vice-Minister of Energy of Russia;

− Esin Mikhail Pavlovich, head of the Department of property management of JSC FGC UES;

− Piotrovich Nikolay Borisovich, head of section of the Department of corporate governance of JSC FGC UES;

− Akimov Leonid Yurievich, head of the Legal Department of JSC FGC UES;

− Nikolayev Vladimir Nikolaevich, head of section of the Department of property management of JSC FGC UES;

− Smaguin Andrey Viktorovich, deputy chief of the Legal Department of JSC FGC UES;

− Potekhin Vladimir Viktorovich, head of section of the Department of property management of JSC FGC UES;

− Tolstukhin Nikolay Yurievich, deputy chief of the Department of property management of JSC FGC UES;

20

− Deniskina Olga Sergueevna, area manager at the Legal Department of JSC FGC UES.



Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - A.A. Makarov (1 vote) Decision taken by majority of votes. 11. Approval of supplementary agreement No. 2 to the agreement for

the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in.

Decision: 11.1. Determine the price of supplementary agreement No. 2 to the

agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in, as equal to 1 041 500 000 (one billion forty-one million five hundred thousand) rubles plus VAT (18%) in accordance with the legislation of the Russian Federation, which amounts to 187 470 000 (one hundred eighty-seven million four hundred seventy thousand) rubles.

11.2. Approve supplementary agreement No. 2 to the agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in, on the following material terms and conditions:

Parties to supplementary agreement: of JSC FGC UES (Company); of JSC «CIUS UES» (Client-Developer). Subject of supplementary agreement: introduction of changes to the

agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01.

Price of supplementary agreement: 1 041 500 000 (one billion forty-one million five hundred thousand) rubles plus VAT (18%) - 187 470 000 (one hundred eighty-seven million four hundred seventy thousand) rubles.

The Parties agreed: 1. Expound Item 7.2.1. as follows: «Price of services of Client-

Developer (Price of Agreement) under this Agreement in the period from 01.04.2008 through 31.12.2008 (II-IV quarters 2008) is equal to:

1 041 500 000 (one billion forty-one million five hundred thousand) rubles plus VAT 18% in accordance with the legislation of the Russian

21

Federation, which amounts to 187 470 000 (one hundred eighty-seven million four hundred seventy thousand) rubles, including

II quarter 2008 – 376 060 000 (three hundred seventy-six million sixty thousand) rubles plus VAT 18% in accordance with the legislation of the Russian Federation, which amounts to 67 690 800 (sixty-seven million six hundred ninety thousand eight hundred) rubles.

III quarter 2008 – 424 193 000 (four hundred twenty-four million one hundred ninety-three thousand) rubles plus VAT 18 % in accordance with the legislation of the Russian Federation, which amounts to 76 354 740 (seventy-six million three hundred fifty-four thousand seven hundred forty) rubles.

IV quarter 2008 – 241 247 000 (two hundred forty-one million two hundred forty-seven thousand) rubles plus VAT 18 % in accordance with the legislation of the Russian Federation, which amounts to 43 424 460 (forty-three million four hundred twenty-four thousand four hundred sixty) rubles.

Duration of the supplementary agreement: the agreement comes into force upon signing and is valid until the parties fully fulfill their obligations.

The terms and conditions of the supplementary agreement are applied to the relations that emerged starting on 01.04.2008.


Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - A.A. Makarov (1 vote) Decision taken by majority of votes. 12. Approval of supplementary agreement No. 3 to the agreement for

the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in.

Decision: 12.1. Determine the price of supplementary agreement No. 3 to the

agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in, in the period from 01.01.2009 through 31.03.2009 (1st quarter 2009) as equal to 544 320 000 (five hundred forty-four million three hundred twenty thousand) rubles plus VAT (18%) in accordance with the legislation of the Russian Federation, which amounts to 97 977 600 (ninety-seven million nine hundred seventy-seven thousand six hundred) rubles.

22

12.2. Submit the issue of fixing the price of the agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01 in the period from 01.04.2009 through 31.12.2009 (II-IV quarters 2009) to the examination of the Board of Directors of JSC FGC UES after the approval of JSC «CIUS UES» business-plan for 2009.

12.3. Approve supplementary agreement No. 3 to the agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01, which is a transaction the Parties are interested in, on the following material terms and conditions:

Parties to supplementary agreement: JSC FGC UES (Company); JSC «CIUS UES» (Client-Developer). Subject of supplementary agreement: introduction of changes to the

agreement for the execution of functions of Client-Developer between JSC FGC UES and JSC «CIUS UES» as of 01.04.2008 No. Ts/01.

Price of supplementary agreement: the price of services in the 1st quarter 2009 is 544 320 000 (five hundred forty-four million three hundred twenty thousand) rubles plus VAT (18%) in accordance with the legislation of the Russian Federation, which amounts to 97 977 600 (ninety-seven million nine hundred seventy-seven thousand six hundred) rubles.

The Parties agreed: Item 7.2.1. reads as follows: «Price of services of Client-Developer

(Price of Agreement) under this Agreement in the period from 01.01.2009 through 31.03.2009 (1st quarter 2009) is 544 320 000 (five hundred forty-four million three hundred twenty thousand) rubles plus VAT 18% in accordance with the legislation of the Russian Federation, which amounts to 97 977 600 (ninety-seven million nine hundred seventy-seven thousand six hundred) rubles.

Price of services of Client-Developer (Price of Agreement) under the Agreement in the period from 01.04.2009 through 31.12.2009 (II–IV quarters 2009) will be fixed in accordance with the results of the approval of the business-plan of JSC «CIUS UES», which will be the subject of a supplementary agreement.

Duration of the supplementary agreement: the agreement comes into force upon signing and is valid until the parties fully fulfill their obligations.



23

13. Approval of the property lease agreement between JSC FGC UES and JSC «CIUS UES», which is a transaction the Parties are interested in.

Decision: 13.1. Determine the price of the property lease agreement between

JSC FGC UES and JSC «CIUS UES» which is a transaction the Parties are interested in, to the amount of:

- Fixed portion established by the Parties as not more than 10 100 780 (ten million one hundred thousand seven hundred eighty) rubles 92 kopeks for 360 days in accordance with the stipulated by annex No. 1-8 to the present agreement, plus VAT paid in accordance with the legislation of the Russian Federation.

- Calculated portion during the lease of immovable property, determined on the basis of invoices issued to Lessor by public utilities for the services necessary for exploitation and maintenance of the buildings housing the facilities transferred under this agreement.

14.2. Approve the property lease agreement between JSC FGC UES and JSC «CIUS UES», which is a transaction the Parties are interested in, on the following material terms and conditions:

Parties to Agreement: JSC FGC UES (Lessor); JSC «CIUS UES» (Lessee). Subject of Agreement: Lessor transfers and Lessee accepts for a

consideration for temporary ownership and use the movable and immovable property belonging to Lessor by right of property (hereinafter - Facilities), whose composition and characteristics are determined as follows:

- for the structures of Lessee CIUS IA - see Annex No. 1 to the present agreement;

- for the structures of Lessee in the area of CIUS-Center - see Annex No. 2 to the present agreement;

- for the structures of Lessee in the area of CIUS-Volga - see Annex No. 3 to the present agreement;

- for the structures of Lessee in the area of CIUS-South - see Annex No. 4 to the present agreement;

- for the structures of Lessee in the area of CIUS-Urals - see Annex No. 5 to the present agreement;

- for the structures of Lessee in the area of CIUS-Western Siberia - see Annex No. 6 to the present agreement;

- for the structures of Lessee in the area of CIUS-Siberia - see Annex No. 7 to the present agreement;

- for the structures of Lessee in the area of CIUS-East - see Annex No. 8 to the present agreement.

Price of Agreement: The lease payment under the agreement is set as follows:

24

- Fixed portion established by the Parties as not more than 10 100 780 (ten million one hundred thousand seven hundred eighty) rubles 92 kopeks for 360 days, in accordance with Annexes 1-8 to the present agreement, plus VAT paid in accordance with the legislation of the Russian Federation.

- Calculated portion set during the lease of immovable property, determined on the basis of invoices issued to Lessor by public utilities for the services necessary for exploitation and maintenance of the buildings housing the Facilities transferred under this agreement, which are parts of the buildings (premises), by the following formula:

КЗA скрасч ×= Σ... , where Σ..скЗ - cumulative monthly costs incurred by Lessor as per the invoices

issued to Lessor by public utilities for the services necessary for exploitation and maintenance of the buildings with the premises transferred under this agreement;

К - adjustment factor equal to the ratio "leased usable area/overall usable area" in the respective buildings».

Duration of Agreement: comes into force upon signing and applies to the relations between the Parties that emerged starting on 01 April 2008.


Tatsiy, E. Ferlenghi, R.R. Sharipov, S.I. Shmatko (8 votes) «AGAINST» - no «ABSTAINED» - A.A. Makarov (1 vote) Decision taken by majority of votes. 14. Approval of the movable assets lease agreement (with the right to

buy-out) between JSC FGC UES and JSC «Holding MRSK», which is a transaction the Parties are interested in.

Decision: 14.1. Determine the price of the movable assets lease agreement (with

the right to buy-out) between JSC FGC UES and JSC «Holding MRSK», which is a transaction the Parties are interested in, as equal to 888 522 (eight hundred eighty-eight thousand five hundred twenty-two) rubles 33 kopeks per month, plus value added tax (18%) as equal to 159 934 (one hundred fifty-nine thousand nine hundred thirty-four) rubles 02 kopeks.

15.2. Approve the agreement of lease of movable property (with the right to buy-out) between JSC FGC UES and JSC «Holding MRSK», which is a deal the parties are interested in, on the following material terms and conditions:

Parties to Agreement: JSC FGC UES (Lessor); JSC «Holding MRSK» (Lessee). Subject of Agreement: Lessor undertakes to make available to

Lessee for temporary ownership and use with the right of subsequent buy-

25

out (hereinafter – Lease), and Lessee undertakes to accept and pay for the Lease and buy-out, movable property belonging to Lessor by the right of property (hereinafter - Facilities). The composition and characteristics of property are given in Annexes Nos. 1 and 2 to the present agreement.

Price of Agreement: The rental fee for the Facilities is set at 888 522 (eight hundred eighty-eight thousand five hundred twenty-two) rubles 33 kopeks per month, plus value added tax (18%) equal to 159 934 (one hundred fifty-nine thousand nine hundred thirty-four) rubles 02 kopeks, including the rental fee for the use of Facilities listed in Annex No. 2 to the agreement, is 226 353 (two hundred twenty-six thousand three hundred fifty-three) rubles 77 kopeks per month, plus value added tax (18%) equal to 40 743 (forty thousand seven hundred forty-three) rubles 68 kopeks.

In case of the ahead-of-schedule return of Facilities listed in Annex No. 2 to this agreement, and in accordance with Item 5.3 of this Agreement, the rental fee is reduced to 662 168 (six hundred sixty-two thousand one hundred sixty-eight) rubles 55 kopeks per month, plus value added tax (18%) equal to 119 190 (one hundred nineteen thousand one hundred ninety) rubles 34 kopeks .

Duration of Agreement: This agreement remains in force until 31.12.2008 (hereinafter – Lease Term). This agreement applies to the legal relationships between the Parties that emerged starting on 01.07.2008. Lease Term of Facilities is counted from 01.07.2008.

«FOR» - 9 votes «AGAINST» - no «ABSTAINED» - no Decision taken unanimously. 15. Approval of the terms and conditions of supplementary agreement

No. 4 to the agreement for keeping and safe custody of the register of the holders of registered equity securities as of 04 November 2002, No. TsD/FGC-No. 1 concluded between JSC FGC UES and JSC «CMD».

Decision: 15.1. Approve the terms and conditions of the supplementary

agreement No. 4 to the agreement for keeping and safe custody of the register of the holders of registered equity securities as of 04 November 2002 No. TsD/FGC-No. 1 concluded between JSC FGC UES and JSC «CMD», as per Annex 5 to the present report.


26

16. Approval of the trust management agreement concluded between

JSC FGC UES and JSC «INTER RAO UES», which is a transaction the Parties are interested in.

Decision: 16.1. Determine the price of the agreement between JSC FGC UES

and JSC «INTER RAO UES» for the trust management of the rights attached to the shares of JSC «OGK-1», which is a transaction the Parties are interested in, as equal to the amount of monetary assets which constitutes the basic and additional remuneration of the trustee and calculated as follows:

The trustee will get the basic compensation equal to 3000 (three thousand) rubles a quarter. This compensation is paid quarterly within 14 calendar days of the date of the receipt of the invoice by the trustor.

The growth of the real amount of the dividends paid by JSC «OGK-1» to the benefit of the trustor (hereinafter - Growth) will constitute the source of the additional compensation for the promoter of trust management. Growth is defined as the difference between the amount of dividends actually calculated (announced) on all shares whose rights were transferred for trust management according to the results of the respective reported period, and the amount of the dividends fixed by JSC «OGK-1» business plan. Growth is distributed between the trustor and the trustee as follows: 70 (seventy) percent remains at the disposal of the promoter and 30 (thirty) percent is paid by the promoter like compensation to the trust manager.

The above amount includes VAT. 16.2. Approve the agreement for trust management of the rights

attached to JSC «OGK-1» shares, as per Exhibit No. 1, concluded between JSC FGC UES and JSC «INTER RAO UES», which is a deal the parties are interested in, on the following material terms and conditions:

Parties to Agreement: JSC FGC UES (trustor); JSC «INTER RAO UES» (trustee). Subject of Agreement: Trustor transfers to the trustee the entire

aggregate rights certified by 17 935 110 400 (seventeen billion nine hundred thirty-five million one hundred ten thousand four hundred) ordinary registered shares of JSC «OGK-1» (state registration number 1-01-65107-D) (hereinafter – Shares), which shares belong to the trustor by the right of property, and the trustee undertakes to exercise the management of the rights attached to the shares for a consideration on behalf of the promoter of trust management during the effective period of the agreement.

The conclusion of the agreement foes not imply that the trustor's rights of property and management of the shares cease. These shares cannot be target of penalties levied on the trustee for a breech of obligations.

27

The trustor is the beneficiary of this agreement. This trust management is solely related to the execution of rights

attached to JSC «OGK-1» shares by the trustee. Price of Agreement: The size of the compensation of the trustee

managing JSC «OGK-1» shares is not a fixed amount and consists of the basic and additional compensation:

The trustee will get the basic compensation equal to 3000 (three thousand) rubles a quarter. This compensation is paid quarterly within 14 calendar days of the date of the receipt of the invoice by the trustor.

The growth of the real amount of the dividends paid by JSC «OGK-1» to the benefit of the trustor (hereinafter - Growth) will constitute the source of the additional compensation for the promoter of trust management. Growth is defined as the difference between the amount of dividends actually calculated (announced) on all shares whose rights were transferred for trust management according to the results of the respective reported period, and the amount of the dividends fixed by JSC «OGK-1» business plan. Growth is distributed between the trustor and the trustee as follows: 70 (seventy) percent remains at the disposal of the promoter and 30 (thirty) percent is paid by the promoter like compensation to the trust manager.

The above amount includes VAT. Duration of Agreement: This agreement comes into force upon the

approval by the authorized managing bodies of the Parties and is valid for 5 years. The agreement will be automatically prolonged for another 5-year period unless the trustee forwards to the trustor the notification refusing to prolong the agreement no later that 3 (three) months before the termination of the agreement, or the trustor notifies the trustee no later than 1 (one) month before the termination of the agreement.


Chairman S.I. Shmatko

minutes no. 76 of the board of directors (absent voting) of directors... · ivanov serguey...

Documents