Minutes of 28.05.2008 №56

MINUTES No. 56

OF THE BOARD OF DIRECTORS MEETING


Date and time of the Board of Directors meeting

(date and time of vote counting):                                     May 28, 2008, 6:00 p.m.

                                                                                   (Moscow time)

Minutes Dated:                                                               May 30, 2008

Site of vote counting:                                                      Mosсow, Arkhitektora Vlasova Str., 51

Number of elected members of the Board of Directors         13

Members of the Board of Directors present at meeting:        V. B. Khristenko

                                                                                   A. B. Chubais

                                                                                    B. I. Ayuev

                                                                                    D. A. Askinadze

                                                                                    Yu. M. Medvedev

                                                                                    D. V. Ponomarev

                                                                                    A. N. Rappoport

                                                                                    Seppo Remes

                                                                                    V. Yu. Sinyugin

                                                                                    Yu. A. Udaltsov

                                                                                    Ya. M. Urinson

                                                                                    R. Z. Khamitov

                                                                                    David Khern


In compliance with Federal Law on Joint-Stock Companies and the company's Articles of Association the quorum for conducting the Board of Directors' meeting is present.

 

AGENDA OF THE BOARD OF DIRECTORS MEETING:

 

1. Revocation of the decision of the company's Board of Directors dated 16.05.2008 on convening of an extraordinary General Shareholders' Meeting of the company.

2. Approving the company's transactions:

2.1. Approve an interested-party transaction connected with conclusion of an agreement for information exchange between the companies receiving assets in the process of JSC RAO UES of Russia restructuring.

2.2. Approval of an interested party transaction connected with a party replacement in the contract concluded with LLC STsPI PRAVOVEST.

2.3. Approval of an interested party transaction connected with a party replacement in the contract concluded with JSC Moscow Centre of Power Engineering Communication.

2.4. Approval of an interested party transaction connected with a party replacement in the contract concluded with LLC Forte IT.

2.5. Approval of an interested party transaction connected with a party replacement in the contract concluded with LLC STsS Sovintel.

2.6. Approval of an interested party transactions connected with a party replacement in the contracts concluded with JSC ARKTEL.


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Revocation of the decision of the company's Board of Directors dated 16.05.2008 on convening of an extraordinary General Shareholders' Meeting of the company.

 

Decision:

Revoke a decision made by the Board of Directors on the agenda issue No. 1 dated 16.05.2008 (minutes No. 54 dated 19.05.2008): "Convening an Extraordinary General Shareholders' Meeting of the company".


Voting results:

"For" - 13 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.



Matter 2: Approving the company's transactions:


2.1. Approve an interested-party transaction connected with conclusion of an agreement for information exchange between the companies receiving assets in the process of JSC RAO UES of Russia restructuring.


Decision:

Approve conclusion of agreement for information exchange between the companies receiving assets in the process of JSC RAO UES of Russia restructuring as an interested-party transaction subject to the following essential conditions:

Agreement Parties:

JSC FGC UES, JSC HydroOGK, JSC OGK-1, JSC OGK-2, JSC OGK-3, JSC OGK-4, JSC OGK-6, JSC TGK-1, JSC TGK-2, JSC Mosenergo, JSC TGK-4, JSC TGK-6, JSC Volzhskaya TGK, JSC UGK TGK-8, JSC TGK-9, JSC TGK-10, JSC TGK-11, JSC Kuzbassenergo, JSC Eniseyskaya TGK (TGK-13), JSC TGK-14, JSC Inter RAO UES,

and JSC IDGC Holding, JSC RAO East Energy Systems (after the state registration of specified legal entities in case of their accession to the agreement.)

Subject of the Agreement:

Organisation of interaction of Parties to facilitate exchange of information enabling each Party to exercise their powers in accordance with the Legislation of the Russian Federation.

The Parties shall undertake the following obligations:

To produce information and documents kept by the Party and required for submitting to law-enforcement, regulating and monitoring authorities of the Russian Federation, constituent entities of the Russian Federation, municipalities and other authorised agency (hereinafter referred to as authorities) in accordance with the legislation of the Russian Federation upon written inquiry of any of the Parties.

The specified documents and information shall cover activities of JSC RAO UES of Russia prior to date final restructuring of JSC RAO UES of Russia. The information and documents shall be submitted in content and within due dates as specified in the inquiry and shall be properly endorsed.

The Parties shall keep information and documents related to activities of JSC RAO UES of Russia and its branches observing requirements for protection of information and documents, ensuring that those are properly filed and readily available. The time, procedure and conditions of information storage shall be determined as per requirements of acting legislation of the Russian Federation.

The Parties shall be obliged to respond to inquiries (questions) regarding activities of JSC RAO UES of Russia and its restructuring by the state authorities, shareholders, contractors and any other third parties only with prior approval of answers with the Parties whose interests may be affected.

The Parties shall also ensure that all employees of the Parties observe terms and conditions of the agreement by entering appropriate employee's obligations into employment contract.

Ensure confidentiality of information received from other Parties in terms of the Agreement.

Agreement validity term:

The Agreement shall enter into force as of the date of its signing by the Parties and shall remain valid up to June 30, 2011.


Voting results:

"For" - 3 (D. V. Ponomarev, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 0

Decision made.

In accordance with the art. 83 of Federal Law on Joint Stock Companies the member of the Board of Directors of JSC HydroOGK Sinyugin V.Yu.who in this respect is not recognised as an independent director, and members of the Board of Directors of JSC HydroOGK V. B. Khristenko, A. B. Chubais, A. N. Rappoport, D. A. Askinadze, A. I. Ayuev., Yu. M. Medvedev, Seppo Remes, Yu. A. Udaltsov, D. Khern recognised as transaction interested parties, did not take part in voting.

Members of the Board of Directors of JSC HydroOGK can participate in voting: D. V. Ponomarev, Ya. M. Urinson, R. Z. Khamitov.


2.2. Approval of an interested party transaction connected with a party replacement in the contract concluded with LLC STsPI PRAVOVEST.

 

Decision:

Approve conclusion of an agreement for replacement of the party in the contract (hereinafter referred to as the Agreement) between JSC HydroOGK and JSC MC HydroOGK and Limited Liability Company LLC CTsPI PRAVOVEST which is an interested party transaction on the following essential terms:

Agreement Parties:

Party-1 - LLC CTsPI PRAVOVEST;

Party-2 - JSC MC HydroOGC;

Party-3 - JSC HydroOGK.

Subject of the Agreement:

1. The Parties have agreed upon replacement of the party in contract No. 361-457/2007 dated February 21, 2007 (hereinafter referred to as the Contract).

2. The rights and obligations of the Customer for Party-2 as per the Contract shall be discharged upon signing the present agreement. 

3. The rights and obligations of the Customer as per the Contract shall be assumed by Party-3 upon signing the present Agreement.

4. The outstanding amount as per Contract No. 361-457/2007 to be paid by Party-2 to Party-1 accrued before the conclusion date of the present agreement shall be paid by Party-3 to Party-1 on the basis of outstanding invoices for informational support. Party-2 shall reimburse the given expenses incurred by Party-3 by transferring the monetary funds in the corresponding amount against the outstanding invoices issued by Party-3.

5. Party-2 undertakes to hand over (inform) to Party-3 the original copy of the contract and other documents, and intimate information required for Party-3 to exercise the rights and obligations specified by the Contract. 

6. Amend preamble to the Contract to read as follows:

Limited Liability Company Specialised Centre of Legal Information PRAVOVEST (LLC STsPI PRAVOVEST) - an official distributor of ConsultantPlus Network, hereinafter referred to as the Executor, represented by the first deputy general director Yudin Oleg Vladimirovich, acting on the basis of the letter of attorney No. 32 dated August 20, 2007, on the one part, and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK), hereinafter referred to as the Customer, represented by a member of the Management board, Executive director on organisational development and control Konstantin Vladimirovich Belyaev, acting on the basis of the letter of attorney No. 706 dated 28.12.2007, on the other part, collectively referred to as the "Parties", have concluded the present agreement as follows:

7. Amend section 11 of the Agreement to read as follows:

"Legal Addresses and Bank Details of the Parties:

Limited Liability Company Specialized Centre of Legal Information PRAVOVEST: LLC CTsPI PRAVOVEST. Post code: 105066, location: Moscow, Dobroslobodskaya Str., 10, bld. 5. INN 7701184824, KPP 770101001. Bank details: account No. 407 028 108 380 701 02327, c/a 301 018 104 000 000 00225, bank: Stromynskoye OSB No. 5281 of JSC Sberbank of Russia, Moscow, BIK 044525225. Telephone/fax: 231-23-23. Postal address: 125167, Moscow, Leningradskiy Prospect, 47, bld. 3.

Open Joint-Stock Company Federal Hydro-Generating Company: JSC HydroOGK. Post code: 660009, location: Krasnoyarsk Territory, Krasnoyarsk, Respubliki Str., 51; INN 2460066195, KPP 997450001; bank details: account No. 40702810800205771190 in JSCB EVROFINANS MOSNARBANK, Moscow, c/a 30101810900000000204, BIK 044525204; telephone: +7 (095) 540-30-12. Postal address: 117393, Moscow, Arkhitectora Vlasova Str., 51.

8. The present Agreement comes into effect from the date of its signing.

9. The present Agreement is drawn up in Russian in three original copies having equal legal force, one copy for each Party.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, Y. A. Udaltsov, Y. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC HydroOGK, V. Yu. Sinyugin, is recognised as having a conflict of interest, did not take part in voting.

 

 

2.3. Approval of an interested party transaction connected with a party replacement in the contract concluded with JSC Moscow Centre of Power Engineering Communication.

 

Decision:

Approve conclusion of an agreement for replacement of a party in the contract (hereinafter referred to as the Agreement) between JSC HydroOGK and JSC MC HydroOGK and JSC Moscow Centre of Power Engineering Communication which is an interested party transaction on the following essential terms:

Agreement Parties:

Party-1 - JSC Moscow Centre of Power Engineering Communication;

Party-2 - JSC MC HydroOGC;

Party-3 - JSC HydroOGK.

Subject of the Agreement:

1. The Parties have agreed upon the replacement of a party in contract No. 583 dated 29.05.2002 (hereinafter referred to as the Contract).

2. The rights and obligations of the Customer for Party-2 as per the Contract shall be discharged upon signing the present Agreement. 

3.  The rights and obligations of the Customer as per the Contract shall be assumed by Party-3 upon signing the present Agreement.

4. The outstanding amount as per Contract No. 583-457/2007 to be paid by Party-2 to Party-1 accrued before the conclusion date of the present agreement. Party-3 shall pay Party-1 on the basis of outstanding invoices for informational support Party-2 shall reimburse the given expenses incurred by Party-3 by transferring the monetary funds in the corresponding amount against the outstanding invoices issued by Party-3.

5. Party-2 undertakes to hand over (inform) to Party-3 the original copy of the Contract and other documents, and intimate information required for Party-3 to exercise the rights and obligations specified by the Contract. 

6. Amend preamble to the Contract to read as follows: 

Open Joint Stock Company Moscow Centre of Power Engineering Communication (JSC MUS Energetiki) - represented by General Director S. N. Terentiev hereinafter referred to as the Executor on the one part, and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK), hereinafter referred to as the Customer, represented by a member of the Management Board, executive director on organisational development and control Konstantin Vladimirovich Belyaev, acting on the basis of the letter of attorney No. 706 dated 28.12.2007, on the other part, collectively referred to as the Parties, have concluded the present contract as follows:

7. Amend section "Addresses and bank details" of the Contract to read as follows:

"Legal Addresses and Bank Details of the Parties:

Open Joint-Stock Company Moscow Centre of Power Engineering Communication JSC MUS Energetiki. Address: 109074, Moscow, Kitaygorodsky Lane, 7. Bank details: INN 7705039240, KPP 770501001, account No. 40702810200001004012, c/a 30101810100000000266, BIK 044525266, Bank: JSCB ROSSIYSKY KAPITAL (JSC); telephone: +7 (495) 710-68-00.

Open Joint-Stock Company Federal Hydro-Generating Company: JSC HydroOGK. Location: Krasnoyarsk Territory, Krasnoyarsk, Respubliki Str., 51. Postal address: 117393, Moscow, Arkhitectora Vlasova Str., 51. Bank details: INN 2460066195, KPP 997450001, account No. 40702810800205771190 in JSCB EVROFINANS MOSNARBANK, Moscow, c/a 30101810900000000204, BIK 044525204; telephone: +7 (495) 540-30-12".

8. The present Agreement comes into effect from the date of its signing.

9. The present Agreement is drawn up in Russian in three original copies having equal legal force, one copy for each Party.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, Y. A. Udaltsov, Y. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC HydroOGK, Sinyugin V. Yu., is recognised as having a conflict of interest, did not take part in voting.

 

 

2.4. Approval of an interested party transaction connected with a party replacement in the contract concluded with LLC STsS Sovintel.

 

Decision:

Approve conclusion of an agreement for replacement of a party in the contract (hereinafter referred to as the Agreement) between JSC HydroOGK and JSC MC HydroOGK and LLC STsS Sovintel, which is an interested party transaction on the following essential terms:

Agreement Parties:

Party-1 - LLC STsS Sovintel;

Party-2 - JSC MC HydroOGC;

Party-3 - JSC HydroOGK.

Subject of the Agreement:

1. The Parties have agreed upon the replacement of a party in the contract No. 6м#583 dated 31.01.2007 (hereinafter referred to as the Contract).

2. The rights and obligations of the Customer for Party-2 as per the Contract shall be discharged upon signing the present Agreement. 

3. The rights and obligations of the Customer as per the Contract shall be assumed by Party-3 upon signing the present Agreement.

4. Party-2 undertakes to hand over (inform) to Party-3 the text of the contract and other documents, and intimate information required for the latter to exercise the rights and obligations specified by the contract. 

5. Amend preamble to the Contract to read as follows:

Limited Liability Company Forte IT (LLC Forte IT) - represented by general director A. N. Pantukhov acting on the basis of the Article of Association hereinafter referred to as the Executor on the one part and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK), hereinafter referred to as the Customer, represented by a member of the Management board, Executive director on organisational development and control Konstantin Vladimirovich Belyaev, acting on the basis of the letter of attorney No. 706 dated 28.12.2007, on the other part, collectively referred to as the "Parties", have concluded the present contract as follows:

6. Amend section 7 of the Contract to read as follows:

"7. Legal Addresses and Bank Details of the Parties

Limited Liability Company Forte IT: LLC Forte IT; Location: 125047, Moscow, Miusskaya Sq., 9, bld. 1. INN 7707273502, KPP 770701001, account No. 40702810900010003134, in JSC Bank "Razvitiye-Stolitsa", c/a 30101810000000000984, BIK 044525984, Telephone: (495) 783-0220, Fax: (495)783-0220.

Open Joint-Stock Company Federal Hydro-Generating Company JSC HydroOGK. Location: 117393, Moscow, Arkhitektora Vlasova Str., 51, INN 2460066195, KPP 997450001, account No. 40702810800205771190 in JSCB EVROFINANS MOSNARBANK, Moscow, c/a 30101810900000000204, BIK 044525204. Telephone: +7 (095) 540-30-12".

7. The present Agreement comes into effect from the date of its signing.

8. The present Agreement is drawn up in Russian in three original copies having equal legal force, one copy for each Party.

 

Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Y. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, Y. A. Udaltsov, Y. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC HydroOGK, V. Yu. Sinyugin, is recognised as having a conflict of interest, did not take part in voting.

 

 

2.5. Approval of an interested party transaction connected with a party replacement in the contract concluded with LLC STsS Sovintel.

 

Decision:

Approve conclusion of an agreement for replacement of a party in the contract (hereinafter referred to as the Agreement) between JSC HydroOGK and JSC MC HydroOGK and LLC STsS Sovintel, which is an interested party transaction on the following essential terms:

Agreement Parties:

Party-1 - LLC STsS Sovintel;

Party-2 - JSC MC HydroOGC;

Party-3 - JSC HydroOGK.

Subject of the Agreement:

1. The Parties have agreed upon the replacement of a party in contract No. 6м#583 dated 31.01.2007 (hereinafter referred to as the Contract)

2. The rights and obligations of the Customer for Party 2 as per the contract shall be discharged upon signing the present Agreement. 

3. The rights and obligations of the customer as per the contract shall be assumed by Party-3 upon signing the present Agreement.

4. The outstanding amount as per Contract No. 6м#583 dated 31.01.2007 to be paid by Party-2 to Party-1 accrued before the conclusion date of the present agreement shall be paid by Party-3 to Party-1 on the basis of outstanding invoices for informational support. Party-2 shall reimburse the given expenses incurred by Party-3 by transferring the monetary funds in the corresponding amount against the outstanding invoices issued by Party-3.

5. Party 2 undertakes to hand over (inform) to Party 3 the original copy of the contract and other documents, and intimate information required for Party 3 to exercise the rights and obligations specified by the Contract. 

6. Amend preamble to the Contract to read as follows:

Limited Liability Company STsS Sovintel represented by general director S. N. Terentiev, Open Joint Stock Company Moscow Centre of Power Engineering Communication acting on the basis of the letter of attorney No. М450/10/06 dated November 11, 2006, issued by LLC STsS Sovintel on the one part and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK), hereinafter referred to as the Customer, represented by a member of the Management board, Executive director on organisational development and control Konstantin Vladimirovich Belyaev, acting on the basis of the letter of attorney No. 706 dated 28.12.2007, as the other party, collectively referred to as the "Parties", have concluded the present agreement as follows:

7. Amend section "Addresses and bank details" of the Contract to read as follows:

"Legal Addresses and Bank Details of the Parties:

If the recipient is LLC STsS Sovintel. Location and address: 115114, Moscow, Kozhevnicheskiy Drive, 1, INN 7717036194, KPP 770501001, OKPO 17202191, OKVED 64.20, 72.40, CB CITY BANK (JSC), Moscow, account No. 40702810600700601013, c/a 30101810300000000202, BIK 044525202, INN 7708051485. If the recipient is Sovintel's agent JSC Moscow Centre of Power Engineering Communication, Location: 109074, Moscow, Kitaygorodskiy Drive, 7; bank details: INN 7705039240, KPP 770501001, account No. 40702810200001004012, c/a 30101810100000000266, BIK 044525266, bank: JSCB ROSSIYSKY KAPITAL (JSC); telephone: +7 (495) 710-68-00.

Open Joint-Stock Company Federal Hydro-Generating Company: JSC HydroOGK, location: Krasnoyarsk Territory, Krasnoyarsk, Respubliki Str., 51. Postal address: 117393, Moscow, Arkhitectora Vlasova Str., 51. Bank details: INN 2460066195, KPP 997450001, account No. 40702810800205771190 in JSCB EVROFINANS MOSNARBANK, Moscow, c/a 30101810900000000204, BIK 044525204. Telephone: +7 (495) 540-30-12".

8. The present Agreement comes into effect from the date of its signing.

9. The present Agreement is drawn up in Russian in three original copies having equal legal force, one copy for each Party.

 

Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, Y. A. Udaltsov, Y. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC HydroOGK, V. Yu. Sinyugin, is recognised as having a conflict of interest, did not take part in voting.

 

 

2.6. Approval of an interested party transactions connected with a party replacement in the contracts concluded with JSC ARKTEL.

 

Decision:

2.6.1. Approve conclusion of an agreement for replacement of a party in the contract (hereinafter referred to as the Agreement) between JSC HydroOGK and JSC MC HydroOGK and JSC ARKTEL, which is an interested party transaction on the following essential terms:

Agreement Parties:

Party-1 - JSC ARKTEL;

Party-2 - JSC MC HydroOGC;

Party-3 - JSC HydroOGK.

Subject of the Agreement:

1. The Parties have agreed upon the replacement of a party in communication service contract No. 2005-118-НС dated April 21, 2005 (hereinafter referred to as the Contract).

2. The rights and obligations of the Customer for Party-2 as per the contract shall be discharged upon signing the present agreement. 

3. The rights and obligations of the Customer as per the contract shall be assumed by Party-3 upon signing the present agreement.

4. The outstanding amount as per Contract No. 2005-118-НС to be paid by Party-2 to Party-1 accrued before the conclusion date of the present Agreement shall be paid by Party-3 to Party-1 on the basis of outstanding invoices for informational support. Party-2 shall reimburse the given expenses incurred by Party-3 by transferring the monetary funds in the corresponding amount against the outstanding invoices issued by Party-3.

5. Party-2 undertakes to hand over (inform) to Party-3 the original copy of the Contract and other documents, and intimate information required for Party-3 to exercise the rights and obligations specified by the Contract. 

6. Amend preamble to the Contract to read as follows:

"Open Joint Stock Company ARKTEL (JSC ARKTEL) represented by the head of the Corporate Services Department of JSC ARKTEL in the city of Moscow and the Central Federal Region Michail Irshadovich Babaev acting on the basis of the letter of attorney No. 7704 dated August 1, 2006, hereinafter referred to as the Operator on the one part, and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK), hereinafter referred to as the Customer, represented by a member of the Management board, Executive director on organisational development and control Konstantin Vladimirovich Belyaev, acting on the basis of the letter of attorney No. 706 dated 28.12.2007, on the other part, collectively referred to as the "Parties", have concluded the present agreement as follows:"

7. Amend section 9 of the Contract to read as follows:

"9. Legal Addresses and Bank Details of the Parties:

Open Joint-Stock Company ARKTEL: JSC ARKTEL; location: 141400, Moscow region, Khimki, Molodezhnaya Str., 1, office suite VI; INN 5047056745, KPP 504701001, branch office of JSC ARKTEL in the city of Moscow and the Central Federal Region. Postal address: 117393, Moscow, Profsouznaya Str., bld. 56; INN 5047056745, KPP 772802001, account No. 30101810400000000225, BIK 044525225; c/a 40702810738110107913 in Donskiy branch OSB No. 7813 Sberbank of Russia. Telephone/fax: +7 (495)363-3434, 363-3413.

Open Joint-Stock Company Federal Hydro-Generating Company: JSC HydroOGK, location: 660009, Krasnoyarsk Territory, Krasnoyarsk, Respubliki Str., 51, INN 2460066195. Postal address: 51117393, Moscow, Arkhitektora Vlasova Str., 51; KPP 997450001; account No. 40702810800205771190 in JSCB EVROFINANS MOSNARBANK, Moscow, c/a 30101810900000000204, BIK 044525204; telephone: +7 (495) 540-30-12".

8. The present Agreement comes into effect from the date of its signing.

9. The present Agreement is drawn up in Russian in three original copies having equal legal force, one copy for each Party.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Y. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, Y. A. Udaltsov, Y. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

The member of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin is recognised as having a conflict of interest, did not take part in voting.

 

2.6.2.   Approve conclusion of an agreement for replacement of a party in the contract (hereinafter referred to as the Agreement) between JSC HydroOGK and JSC MC HydroOGK and JSC ARKTEL, which is an interested party transaction on the following essential terms:

Agreement Parties:

Party-1 - JSC ARKTEL;

Party-2 - JSC MC HydroOGC;

Party-3 - JSC HydroOGK.

Subject of the Agreement:

1. The Parties have agreed upon the replacement of a party in communication service contract No. 2005-ИНС-95 dated April 21, 2005 (hereinafter referred to as the Contract).

2. The rights and obligations of the Customer for Party-2 as per the Contract shall be discharged upon signing the present Agreement. 

3. The rights and obligations of the Customer as per the Contract shall be assumed by Party-3 upon signing the present Agreement.

4. The outstanding amount as per Contract No. 2005-ИНС-95 to be paid by Party-2 to Party-1 accrued before the conclusion date of the present agreement shall be paid by Party-3 to Party-1 on the basis of outstanding invoices for informational support. Party-2 shall reimburse the given expenses incurred by Party-3 by transferring the monetary funds in the corresponding amount against the outstanding invoices issued by Party-3.

5. Party-2 undertakes to hand over (inform) to Party-3 the original copy of the contract and other documents, and intimate information required for Party-3 to exercise the rights and obligations specified by the contract.

6. Amend preamble to the contract to read as follows:

"Open Joint Stock Company ARKTEL (JSC ARKTEL) represented by the head of the Corporate Services Department of JSC ARKTEL in the city of Moscow and the Central Federal Region Michail Irshadovich Babaev acting on the basis of the letter of attorney No. 7704 dated August 1, 2006, hereinafter referred to as the Operator on the one part, and Open Joint-Stock Company Federal Hydro-Generating Company (JSC HydroOGK), hereinafter referred to as the Customer, represented by a member of the Management board, Executive director on organisational development and control Konstantin Vladimirovich Belyaev, acting on the basis of the letter of attorney No. 706 dated 28.12.2007, on the other part, collectively referred to as the "Parties", have concluded the present agreement as follows:"

7. Amend section 9 of the Contract to read as follows:

"9. Legal Addresses and Bank Details of the Parties:

Open Joint-Stock Company ARKTEL: JSC ARKTEL; location: 141400, Moscow region, Khimki, Molodezhnaya Str., 1, office suite VI; INN 5047056745, KPP 504701001; branch office of JSC ARKTEL in the city of Moscow and the Central Federal Region; address: 117393, Moscow, Profsouznaya Str., 56, INN 5047056745, KPP 772802001, Account No. 30101810400000000225, BIK 044525225; c/a 40702810738110107913 in Donsky branch OSB No. 7813 Sberbank of Russia; telephone/fax: +7 (495)363-434, 363-3413.

Open Joint-Stock Company Federal Hydro-Generating Company: JSC HydroOGK, location: 660009, Krasnoyarsk Territory, Krasnoyarsk, Respubliki Str., 51; postal address: 117393, Moscow, Arkhitektora Vlasova Str., 51; INN 2460066195; KPP 997450001; account No. 40702810800205771190 in JSCB EVROFINANS MOSNARBANK, Moscow, c/a 30101810900000000204, BIK 044525204. Telephone: +7 (495) 540-30-12".

8. The present Agreement comes into effect from the date of its signing.

9. The present Agreement is drawn up in Russian in three original copies having equal legal force, one copy for each Party.


Voting results:

"For" - 12 (V. B. Khristenko, A. B. Chubais, B. I. Ayuev, D. A. Askinadze, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Seppo Remes, Y. A. Udaltsov, Y. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

A member of the Board of Directors of JSC HydroOGK, V. Yu. Sinyugin, is recognised as having a conflict of interest, did not take part in voting.


Questionnaires of the members of the Board of Directors are attached.




Chairman of the Board of Directors                                                                      V. B. Khristenko


Secretary of the Board of Directors                                                                      M. M. Davydov

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