Minutes of 18.02.2008 №47

MINUTES No. 47

OF THE BOARD OF DIRECTORS MEETING


Date and time of vote counting:                                      February 18, 2008, 6:00 p.m.

                                                                                  (Moscow time)

Form of vote:                                                                by questioning

Site of vote counting:                                                    Moscow, Vernadskogo Prospect, 8a

Number of elected members of the Board of Directors:       13

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

                                                                                   A. B. Chubais

                                                                                   B. I. Ayuev

                                                                                   D. A. Askinadze

                                                                                   Yu. M. Medvedev

                                                                                   D. V. Ponomarev

                                                                                   A. N. Rappoport

                                                                                   Remes Seppo

                                                                                   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. Approval of spending the funds of the company's Investment Programme Reserve for 2008.

2. Approval of standard collective contract of JSC HydroOGK branches.

3. Approval of the company's transactions.

4. Participation in Nonprofit partnership Corporate Research and Training Centre of Unified Energy System (NP CRTC UES).

5. Determination of company's (company's representatives) opinion regarding the agenda of the Board of Directors Meeting and General Shareholders' Meeting of subsidiaries and affiliates (SA) of the company.

 

Additional point on the agenda:

 

6. Acquisition of shares of energy supplying companies.

 


RESULTS OF VOTING ON AGENDA:

 

Matter 1: Approval of spending the funds of the company's Investment Programme Reserve for 2008.


Decision:

1. Instruct the board of JSC HydroOGK to conduct negotiations regarding purchase of plot of land for production base for construction of chain of Sochi HPP and proceed with its acquisition.

2. Approve spending the funds of JSC HydroOGK Investment Programme for 2008 in the line reserve for purchase of plot of land and arrangement of production base for construction of chain of Sochi HPP on its territory in the amount up to 450 million rubles in the first half of 2008.


Voting results:

"For" - 9 (V. B. Khrristenko, A. B. Chubais, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson)

" Against " - 2 (D. A. Askinadze, David Khern)

"Abstained" - 2 (Remes Seppo, R. Z. Khamitov)


Decision made.



Matter 2: Approval of standard collective contract of JSC HydroOGK branches.


Decision:

1. Approve collective contracts of JSC HydroOGK branches in accordance with the Standard Collective Contract of JSC HydroOGK branch (Appendix 1).

2. Allow the chairman of the Management Board of JSC HydroOGK Sinyugin V. Yu. to take into consideration particulars of social and labour relations established in JSC HydroOGK branches when concluding collective contracts of JSC HydroOGK branches.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.

 

 

Matter 3: Approval of the company's transactions.

 

Decision:

3.1. Approve transaction - guarantees and indemnity - between JSC HydroOGK and AREVA T&D S.A., representing a transaction which can impose obligations expressed in foreign currency (or obligations which value is bound to foreign currency) on JSC HydroOGK on the following essential terms:

Guarantee Parties:

Guarantee Provider: JSC HydroOGK

Contracting Party: AREVA T&D S.A.

Company: CJSC Boguchansky Aluminium Smelter.

Subject of the Guarantee:

Taking into account that the Contracting Party concluded the Contract of 11.10.2007 No. 508С001Р054 between AREVA T&D S.A. and CJSC Boguchansky Aluminium Smelter for supplying equipment and services, the Guarantee Provider guarantees to the Contracting Party that the company shall properly and accurately fulfil and discharge all obligations guaranteed under the specified Contract.

Value of the Guarantee:

Total amount to be claimed from the Guarantee Provider under the given Guarantee shall not exceed 50 per cent of unpaid grand total of guaranteed obligations as per the above Contract.

Obligations Validity Term:

The obligations under the Guarantee herein shall remain valid from the date it was effected till all guaranteed obligations are discharged.

Governing Legislation:

The Contract shall be governed by the English Law in all the aspects.

Settlement of Disputes:

Any disputes arising in connection with the Guarantee shall be referred to and resolved through arbitration court in accordance with the rules of London International Court of Arbitration.


Voting results:

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

"Against" - 0

"Abstained" - 0

Decision made.


Decision:

3.2. To specify that monthly cost of services provided by the company according to Commercial Property Lease Agreement between JSC HydroOGK and JSC Mosenergo amounts to 119,613.06 (one hundred and nineteen thousand, six hundred thirteen) rubles 06 kopecks.

Approve the conclusion of Supplementary Agreement between JSC HydroOGK and JSC Mosenergo as an interested party transaction under the following essential conditions:

Parties to the Supplementary Agreement:

Lessee - JSC Mosenergo

Lessor - JSC HydroOGK.

Subject of the Supplementary Agreement:

Due to alteration of established tariffs for water supply and disposal services and thermal power for 2008 for consumers of Municipal Unitary Enterprise Housing and Public Utilities Bogorodskoe, the letter from Ministry of Economy of Moscow Region No. 20-07/18 of 20.09.2007:

Clause 5.1 of the Commercial Property Lease Agreement No. 26-ю/12836-28/1964/482D of 29.12.2007 shall be amended as follows: "Monthly rental payment shall amount to 119,613.06 (one hundred and nineteen thousand, six hundred thirteen) rubles 06 kopecks incl. 18 per cent VAT - 18,246.06 (eighteen thousand two hundred and forty six) rubles 06 kopecks".

Consider Appendix No.3 "Estimation of Utilities provided by JSC Mosenergo - branch of CRMZ for 2008" to the Contract No. 26-ю/12836-28/1964/482Д of 29.12.2007 to be invalid as of 01.01.2008.

Appendix No.3a "Estimation of Utilities provided by JSC Mosenergo - branch of CRMZ for 2008" to the Supplementary Agreement shall be an integral part of Contract No. 26-ю/12836-28/1964/482D of 29.12.2007.

The other provisions of Commercial Property Lease Agreement No. 26-ю/12836-28/1964/482D of 29.12.2007 shall remain unchanged.

Supplementary Agreement Price:

Monthly rental payment shall amount to 119,613.06 rubles (one hundred and nineteen thousand, six hundred thirteen) rubles 06 kop. incl. 18 per cent VAT - 18,246.06 (eighteen thousand two hundred and forty six) rubles 06 kop.

Period of Validity of Supplementary Agreement:

The Supplementary Agreement shall be effective from the date of its signing. The effect of the present Supplementary Agreement shall apply to relations of the Parties actually started as of January 1, 2008.


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

The members of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin and Yu. A. Udaltsov who are recognised as transaction interested party in accordance with clause 1 of the Article 81 of the Federal Legislation On Joint-Stock Companies did not take part in voting.

 

Decision:

3.3. Establish that the cost of works to be acquired by the company according to Contract agreement between JSC HydroOGK and JSC Research and Development Centre of Electricity Industry amounts to 698,560 (six hundred and ninety-eight thousand, five hundred and sixty) rubles.

Approve the conclusion of Contract agreement between JSC HydroOGK and JSC Research and Development Centre of Electricity Industry as an interested party transaction under the following essential conditions:

Parties to Contract:

Contractor - JSC Research and Development Centre of Electricity Industry

Customer - JSC HydroOGK

Subject of Contract:

The Customer shall delegate and the Executor shall undertake the work Evaluation of technical condition of steel structures of stator and rotor of hydroelectric generating sets No. 4 and 1 of Zagorskaya PSHPP.

Content (scope) of work:

 - Evaluation of radial band stator vibrations level;

 - Evaluation of radial stator revolution vibration level;

 - Evaluation of dynamic asymmetry of air gap clearance with quantitative assessment of impact of basic components: Stator shape, rotor shape, stator and rotor relative position, shaft line condition, assessment of resulting dynamic asymmetry, actual air gap clearance value;

 - Bearings and step bearing temperature control analysis;

 - Shaft beat analysis, analysis of beat distribution along the shaft line;

 - Development of guidelines for operation and scope of enhanced complete overhaul for HG-4;

 - Assessment of efficiency of measures to minimize asymmetry of air gap clearance at HG-1 implemented during complete overhaul in 2007;

 - Evaluation of statistical asymmetry of air gap clearance at rotation of rotor by crane with quantitative assessment of impact of basic components:

 - Evaluation of density of ring fitting at rotor arms when rotor lifted on brakes;

 - Inspection, quantitative assessment of tooth zone stator stack core compact density;

 - Assessment of condition of fixture of face parts, rods in stator winding grooves;

 - Development of guidelines concerning the scope of maintenance and repair.

Contract Price:

Total cost of work to be carried out amounts to 698,560 (six hundred and ninety-eight thousand, five hundred and sixty) rubles.

Works Completion Period:

Start of work execution: February 01, 2008

Completion of work: June 31, 2008.

Effective Period of Contract:

The Contract shall enter into force as of the date of its signing by the Parties and shall remain valid until the Parties have fulfiled their obligations completely. The Contract provisions shall apply to relations of the Parties started as of February 01, 2008.


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

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.


Decision:

3.4.1. Establish that the cost of works to be acquired by the company according to the Contract agreement between JSC HydroOGK and JSC Mosenergo amounts to 15,084,638.84 (fifteen million, eighty-four thousand, six hundred and thirty-eight) rubles 84 kopecks.

Approve the Contract agreement between JSC HydroOGK and JSC Mosenergo as an interested party transaction under the following essential conditions:

Parties to Contract:

Contractor - JSC Mosenergo

Customer - JSC HydroOGK.

Subject of Contract:

 - The Customer shall delegate and the Executor shall undertake the works to repair auxiliary equipment required for Zagorskaya PSHPP needs:

 - Repair of 24 items of pump equipment installed in various process circuits of PSHPP structure and water intake in accordance with auxiliary equipment repair schedule;

 - Repair and partial replacement of 136 items of stop valves installed in various process circuits of PSHPP structure;

 - Reconditioning of hydro mechanical equipment (trash screens);

 - Fabrication of various metal structures for replacement of defect parts in existing and new ones to support the technological operation mode of total weight 57 t, replacement of defective sections of process pipelines for various purposes with total weight 30 t;

 - Reconditioning of transformer oil coolers during scheduled repairs of the main equipment;

repair of electric water heaters in electric boiler rooms of PSHPP and water intake structures;

 - Repair electric motors, quantity - 5 items.

Contract Price:

Total cost of work to be carried out amounts to 15,084,638.84 (fifteen million, eighty four thousand, six hundred and thirty-eight) rubles 84 kop.

Works Completion Period:

Start of work execution: January 09, 2008

Completion of work: December 31, 2008.

Effective Period of Contract:

The Contract comes into effect from the date of its signing by the Parties and is effective until Parties have completed their duties in full. The Contract provisions shall apply to relations of the Parties started as of January 09, 2008.


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Ya. M. Urinson, R. Z. Khamitov, David Khern)
"Against" - 0

"Abstained" - 0

Decision made.

The members of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin and Yu. A. Udaltsov who are recognised as transaction interested party in accordance with clause 1 of the Article 81 of the Federal Legislation On Joint-Stock Companies did not take part in voting.

 

Decision:

3.4.2. Establish that the cost of works to be acquired by the company according to the Contract agreement between JSC HydroOGK and JSC Mosenergo amounts to 48,775,124 (forty-eight million, seven hundred and seventy-five thousand, one hundred and twenty-four) rubles 89 kopecks.

Approve the Contract agreement between JSC HydroOGK and JSC Mosenergo as an interested party transaction under the following essential conditions:

Parties to Contract:

Contractor - JSC Mosenergo

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Executor shall undertake the works for a complete overhaul of hydro power unit No. 4 and current repairs of hydro power units No. 1, 2, 3, 4, 5, 6 (hydro power equipment, electric equipment) required for Zagorskaya PSHPP needs:

 - enhanced complete overhaul of hydro power unit No. 4 with its complete removal to proceed with replacement of bottom bushings of turbine distributor blades and perform operations within scope of scheduled complete overhaul of main hydro power equipment;

 - Repairing the main hydro power equipment within scope of current repair (inspection of condition of the main hydro power unit assemblies and elimination of minor faults identified during life between overhauls and inspection of the main assemblies.)

Contract Price:

Total cost of work to be carried out amounts to 48,775,124.89 (forty-eight million, seven hundred and seventy-five thousand, one hundred and twenty-four) rubles 89 kopecks.

Works Completion Period:

Start of work execution: March 01, 2008.

Completion of work: November 14, 2008

Effective Period of Contract:

The Contract comes into effect from the date of its signing by the Parties and is effective until Parties have completed their duties in full.


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

The members of the Board of Directors of JSC HydroOGK V. Yu. Sinyugin and Yu. A. Udaltsov who are recognised as transaction interested party in accordance with clause 1 of the Article 81 of the Federal Legislation On Joint-Stock Companies did not take part in voting.


Decision:

3.5.1. Establish that the cost of works to be acquired by the company according to the Contract agreement between JSC HydroOGK and JSC NIIES amounts to 1,534,000 (one million five hundred and thirty-four thousand) rubles.

Approve the Contract agreement between JSC HydroOGK and JSC NIIES as an interested party transaction under the following essential conditions:

Parties to Contract:

Executor - JSC NIIES

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Executor shall undertake fulfilment of the following work: Evaluate criteria of Zagorskaya PSHPP HES status indicators, review of HES safety.

Scope of work to be carried out:

 - Pre-declaration survey. Development of safety protocol in consideration of changed operational conditions of certain facilities, evaluate probable damage inflicted by HES accident;

 - Analysis of previously assigned HES safety criteria and their compliance with actual performance diagnostic indicators used for structures condition evaluation.

 - Adjustment of safety criteria, assignment of additional quantitative and qualitative values;

 - Obtaining conclusion from the bodies of the Ministry for Civil Defence, Emergencies and Disaster Response of the Russian Federation about readiness of Zagorskaya PSHPP to isolation of and response to possible emergencies;

 - Supporting the safety protocol of Zagorskaya PSHPP hydro engineering structures while state expert analysis is being carried out;

 - Entering amendments and additions based on observations of state expert opinion.

Contract Price:

Total cost of work to be carried out amounts to 1,534,000 (one million, five hundred and thirty-four thousand) rubles

Works Completion Period:

Start of work execution: February 01, 2008.

Completion of work: November 30, 2008.

Effective Period of Contract:

The Contract shall enter into force as of the date of its signing by the Parties and shall remain valid until the Parties have fulfiled their obligations completely. The Contract provisions shall apply to relations of the Parties started from the February 01, 2008.


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

" Against " - 1 (David Khern)

"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.


Decision:

3.5.2. Establish that the cost of works to be acquired by the company according to the Contract agreement between JSC HydroOGK and JSC NIIES amounts to 1,180,000 (one million one hundred and eighty thousand) rubles.

Approve the Contract agreement between JSC HydroOGK and JSC NIIES as an interested party transaction under the following essential conditions:

Parties to Contract:

Executor - JSC NIIES

Customer - JSC HydroOGK.

Subject of Contract:

The Customer shall delegate and the Executor shall undertake fulfilment of the following work: Survey of the Condition of Zagorskaya PSHPP Hydro Engineering Facilities.

Scope of work to be carried out:

 - Processing of measurement data by instrumentation installed at Zagorskaya PSHPP structures and their foundations with plotting long term observation graphs of settlements, horizontal displacement of structures, surface stresses, reinforcement stresses, concrete distortions, crack opening displacements, opening of inter-block and intersection joints, piezometric levels in body and foundation of hydraulic engineering structures, seepage discharges et al through the entire observation period;

 - Analysis of observation results and identification of anomalies in operation of the structures, their foundations and adjoining slopes;

 - Statistical forecast models generation;

 - Evaluation of structures condition on the basis of analysis of results of visual and instrumental inspections and survey, development of guidelines for further safe operation of the structures;

Contract Price:

Total cost of work to be carried out amounts to 1,180,000 (one million, one hundred and eighty thousand) rubles.

Works Completion Period:

Start of work execution: January 23, 2008

Completion of work: November 30, 2008.

Effective Period of Contract:

The Contract shall enter into force as of the date of its signing by the Parties and shall remain valid until the Parties have fulfiled their obligations completely. The Contract provisions shall apply to relations of the Parties started as of 23 January 2008.


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 1 (David Khern)

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.


Decision:

3.6.1. Approve agreement about replacement of a party in the contract (hereinafter referred to as agreement) between JSC HydroOGK and JSC MC HydroOGK and non-commercial partnership of management consultants World of Development to contract No. 14 of 10.07.2007 concluded between non-commercial partnership of management consultants World of Development and JSC MC HydroOGK as an interested-party transaction subject to the following essential conditions:

Contract parties:

Party 1 - Non-commercial partnership of management consultants World of Development.

Party 2 - JSC MC HydroOGK;

Party 3 - JSC HydroOGK.

Subject of the Agreement:

1. The rights and obligations of the Customer for Party 2 as per contract No. 14 of 10.07.2007 (hereinafter referred to as the Contract) shall be discharged upon signing the present agreement.

2. Party 3 shall undertake the rights and obligations of the Customer under the Contract upon discharge of the rights and obligations for Party 2, except the rights and obligations undertaken due to execution of the Contract prior to signing the present agreement.

3. Party 1 shall exercise the rights and obligations of the Executor under the Contract both prior to transfer of the rights and obligations under the Contract from Party 2 to Party 3 and following their transfer.

4. Party 2 undertakes to hand over 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 within five days of signing the present agreement. The representatives of Party 2 and Party 3 shall sign the statement of transfer and acceptance of the documents to confirm handover of the documents specified herein.

5. Party 2 has discharged its obligations to pay for services rendered by Party 1 as per the Contract to the sum of 225,000 rubles including VAT by the conclusion of the present agreement. Party 1 has no financial claims against Party 2.

6. Party 3 undertakes to discharge remaining obligations to pay for services rendered by Party 1 as per the Contract to the sum of 190,678 rubles without VAT by April 01, 2008 at the latest.

7. This present agreement shall enter into force after being signed by the Parties' authorised representatives.

           

Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, D. A. Askinadze, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

" Against " - 1 (David Khern)

"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.


Decision:

3.6.2. Approve agreement on the replacement of the party in the contract (hereinafter referred to as Agreement) between JSC HydroOGK and JSC MC HydroOGK and State educational institution of higher vocational education Academy of National Economy attached to the Russian Government and 
N.I. Levchenko to Contract No. 63МВА-vo-2006 of 01.10.2007 as an interested-party transaction subject to the following essential conditions:

Agreement Parties:

Party 1 - State educational institution of higher vocational education Academy of National Economy attached to the Russian Government;

Party-2 - JSC MC HydroOGK;

Party-3 - JSC HydroOGK;

Student - N. I. Levchenko

Subject of the Agreement:

1. The rights and obligations of the Customer for Party 2 as per contract No. 63/МВА-vo-2006 of 01.10.2007 (hereinafter referred to as the Contract) shall be discharged upon signing the present agreement.

2. Party 3 shall undertake the rights and obligations of the Customer under the Contract upon discharge of the rights and obligations for Party 2, except the rights and obligations undertaken due to execution of the Contract prior to signing the present agreement.

3. Party 1 shall exercise the rights and obligations of the Executor under the Contract both prior to transfer of the rights and obligations under the Contract from Party 2 to Party 3 and following their transfer.

4. The Student and Party 1 hereby approve replacement of Party 2 by Party 3 in the Contract and transfer of contractual rights and obligations from Party 2 to Party 3.

5. Party 2 undertakes to hand over 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 within five days of signing the present agreement. The representatives of Party 2 and Party 3 shall sign the statement of transfer and acceptance of the documents to confirm handover of the documents specified herein.

6. This present agreement shall enter into force after being signed by the Parties' authorised representatives.


Voting results:

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

" Against " - 1 (David Khern)

"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.

 

Decision:

3.7.1. Approve conclusion of liability distribution agreement 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:

Contract 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 Enisseyskaya TGK (TGK-13), JSC TGK-14, JSC Sochinskaya TPP,

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

Subject of the Agreement:

Establishing distribution concepts between the Parties for expenses incurred or likely to incur as a result of discharging obligations to creditors by the Party/Parties whose obligations were initiated prior to restructuring of JSC RAO UES of Russia and are not accounted for in separate balance sheet of JSC RAO UES of Russia.

The agreement establishes the concepts of the Parties' liabilities to creditors on obligations initiated prior to restructuring of JSC RAO UES of Russia, including obligations in connection with transactions, payment of penalties, obligations to return money, indemnity obligations.

For the objects of the agreement creditor claims subjected to liability distribution between the Parties shall exceed 100,000 (one hundred thousand) rubles.

The expenses shall be subjected to distribution between the Parties in connection with discharge of creditor claims only after a judicial decision on the complete or partial satisfaction of creditor claims having become res judicata and provided it is not subjected to further challenge without the risk of increased liability to the creditors.

The expenses in connection with discharge of specified obligations by the Parties shall be distributed among the Parties within scope of claims specified by creditors to the obligations initiated prior to restructuring of JSC RAO UES of Russia taking into account interest, penalty taxes and penalties accrued prior to date of creditor claims satisfaction and taking into account government duties, court fees and other expenses to be recovered by the creditors by court ruling in connection with enforcement of judicial decisions.

The expenses in connection with discharge of specified obligations by the Parties shall be distributed among the Parties only provided there is no reference in separation balance sheet/deed of transfer that had been approved by the General Shareholders' Meeting of JSC RAO UES of Russia to any of the Parties being an assignee of the given obligation.

Distribution of expenses between the Parties in case of joint and several responsibilities:

Expenses in connection with discharge of obligations by the Parties shall be distributed between the Parties of the agreement in percentage based in proportion to the net asset cost (monetary funds, effects etc.) that had been assigned to each Party in accordance with separation balance sheet during restructuring of JSC RAO UES of Russia:

JSC FGC UES - 34.4842 per cent;

JSC HydroOGK - 12.3783 per cent;

JSC OGK-1 - 0.1231 per cent;

JSC OGK-2 - 2.5117 per cent;

JSC OGK-3 - 1.9818 per cent;

JSC OGK-4 - 3.0303 per cent;

JSC OGK-6 - 2.7323 per cent;

JSC TGK-1 - 0.0226 per cent;

JSC TGK-2 - 0.3182 per cent;

JSC Mosenergo - 2.4355 per cent;

JSC TGK-4 - 0.6 per cent;

JSC TGK-6 - 0.5825 per cent;

JSC TGK-9 - 0.6887 per cent;

JSC TGK-10 - 0.0248 per cent;

JSC TGK-11 - 0.2620 per cent;

JSC TGK-14 - 0.0083 per cent;

JSC Volzhskaya TGK - 0.0666 per cent;

JSC UGK TGK-8 - 0.5625 per cent;

JSC Enisseyskaya TGK (TGK-13) - 0.0135 per cent;

JSC Sochinskaya TPP - 3.7767 per cent;

JSC Kuzbassenergo - 0.7021 per cent;

JSC IDGC Holding - 13.2626 per cent;

JSC RAO Eastern Energy Systems - 4,1404 per cent;

JSC Centerenergoholding - 11.8049 per cent;

JSC Sibenergoholding - 0.4668 per cent;

JSC Intergeneratsia - 3.0196 per cent.

If any of the above specified companies is not a Party to the agreement such company shall be subjected to joint and multiple liability according to obligations set forth by the agreement in accordance with article 325 of the Civil Code of the Russian Federation and sub-clause 3 of clause 6 of the article 15 of the Federal Legislation On Joint-Stock Companies. Herewith expenses in connection with discharge of the obligations by the Parties shall be distributed between the Parties to the agreement minus share of expenses incurred by the companies not being parties to the agreement. In such a case expenses connected to discharge of joint obligations by the Parties shall be distributed between the Parties to the agreement in the amount of their share specified therein adjusted taking into account exclusion of share of expenses incurred by the companies not being parties to 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.

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


3.7.2. 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:

Contract parties:

JSC HydroOGK, JSC FGC UES, JSC Sochinskaya TPP,

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 of 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" - 5 (D. V. Ponomarev, Remes Seppo, Ya. M. Urinson, R. Z. Khamitov, David Khern)

"Against" - 0

"Abstained" - 0

Decision made.

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



Matter 4: Participation in Nonprofit partnership Corporate Research and Training Centre of Unified Energy System (NP CRTC UES).

 

Decision:

Approve participation of JSC HydroOGK in Nonprofit partnership Corporate research and training centre of Unified Energy System (NP CRTC UES) on the following conditions:

- admission fee amount - 50,000 (fifty thousand) rubles;

- method of admission fee payment - monetary assets;

- admission fee payment procedure - within three months as of the date of signing the contract about membership in NP CRTC UES.


Voting results:

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

"Against" - 1 (David Khern)

"Abstained" - 0

Decision made.


 

Matter 5: Determination of company's (company's representatives) opinion regarding the agenda of the Board of Directors Meeting and General Shareholders' Meeting of subsidiaries and affiliates (SA) of the company.

 

Decision:

5.1.1. To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to vote "FOR" the following point to be included to the agenda of extraordinary General JSC Hydroinvest Shareholders' Meeting: "Concerning approval of major transaction connected with acquisition of block of shares (100 per cent - 1 share) of CJSC Technopark Rumyantsevo (INN (Taxpayer Identification Number) 7720552872, OGRN - 1067746609919" by JSC Hydroinvest".

5.1.2. To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to vote regarding the point of agenda of the meeting of the Board of Directors of JSC Hydroinvest "Participation of the company in CJSC Technopark Rumyantsevo" "FOR" of JSC Hydroinvest participation in CJSC Technopark Rumyantsevo on the following conditions:

- category, type, face value and number of acquired shares - ordinary registered shares of CJSC Technopark Rumyantsevo with face value of 10 (ten) rubles for one share in the amount of 19,407,399 (nineteen million, four hundred and seven thousand, three hundred and ninety-nine) shares;

- the market value of acquired shares of JSC Technopark Rumyantsevo is 1,129,999,941.77 (one billion, one hundred and twenty-nine million nine hundred and ninety-nine thousand nine hundred and forty-one) rubles 77 kopecks (corresponds with the market value determined by independent assessor);

- method of payment for acquired shares of CJSC Technopark Rumyantsevo - monetary assets;

- seller - NARICHEE LIMITED (Incorporated in Cyprus under the Companies Low, Cap. 133, Certificate of Incorporation No. 206494) Offshore company;

- correction of JSC HydroOGK's investment programme for 2008 should have been approved by the time of transaction made in procedure established by the Legislation of the Russian Federation and company's internal documents;

- by the time of transaction and thereafter CJSC Technopark Rumyantsevo shall be in possession of the plot of land with an area of 58,713 sq. m (cadastral number: 50:21:11 05 04:0280) located at the following address: Moscow region, Leninsky district, Moscow District, close to Rumyantsevo Estate, plot 3/2.

5.1.3. To instruct representatives of JSC HydroOGK in the Board of Directors of JSC MC HydroOGK to vote regarding the point of agenda of the meeting of the Board of Directors of JSC MC HydroOGK "Participation of the company in CJSC Technopark Rumyantsevo" "FOR" of JSC MC HydroOGK participation in CJSC Technopark Rumyantsevo on the following conditions:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC Technopark Rumyantsevo with face value of 10 (ten) rubles for one share in the amount 1 (one) piece;

- the market value of acquired share of CJSC Technopark Rumyantsevo is 58 (fifty-eight) rubles 23 kopecks (corresponds with the market value determined by independent assessor);

- method of payment for acquired shares of CJSC Technopark Rumyantsevo - monetary assets;

- seller - NARICHEE LIMITED (Incorporated in Cyprus under the Companies Low, Cap. 133, Certificate of Incorporation No. 206494) Offshore company;

- correction of JSC HydroOGK's investment programme for 2008 should have been approved by the time of transaction made in procedure established by the Legislation of the Russian Federation and company's internal documents;

- by the time of transaction and thereafter CJSC Technopark Rumyantsevo shall be in possession of the plot of land with an area of 58,713 sq. m (cadastral number: 50:21:11 05 04:0280) located at the following address: Moscow region, Leninsky district, Moscow District, close to Rumyantsevo Estate, plot 3/2.

5.1.4. To instruct the representatives of JSC HydroOGK at the Extraordinary General Meeting of Shareholders of JSC Hydroinvest to vote "FOR" of the following decision regarding the subject "Concerning approval of major transaction connected with acquisition of block of shares (100 per cent - 1 share) of CJSC Technopark Rumyantsevo (INN (Taxpayer Identification Number) 7720552872, OGRN - 1067746609919) by JSC Hydroinvest":

Approve the major transaction connected with acquisition of block of shares (100 per cent - 1 share) of JSC Technopark Rumyantsevo by JSC Hydroinvest on the following conditions:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC Technopark Rumyantsevo with face value of 10 (ten) rubles for one share in the amount 19,407,399 (nineteen million, four hundred and seven thousand, three hundred and ninety-nine) shares;

- the market value of acquired shares of JSC Technopark Rumyantsevo is 1,129,999,941 (one billion, one hundred and twenty-nine million nine hundred and ninety-nine thousand nine hundred and forty-one) rubles 77 kopecks (corresponds with the market value determined by independent assessor);

- method of payment for acquired shares of CJSC Technopark Rumyantsevo - monetary assets;

- seller - NARICHEE LIMITED (Incorporated in Cyprus under the Companies Low, Cap. 133, Certificate of Incorporation No. 206494) Offshore company;

- correction of JSC HydroOGK's investment programme for 2008 should have been approved by the time of transaction made in procedure established by the Legislation of the Russian Federation and company's internal documents;

- by the time of transaction and thereafter JSC Technopark Rumyantsevo shall be in possession of the plot of land with an area of 58,713 sq. m (cadastral number: 50:21:11 05 04:0280) located at the following address: Moscow region, Leninsky district, Moscow District, close to Rumyantsevo Estate, plot 3/2.


Voting results:

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

"Against" - 1 (David Khern)

"Abstained" - 1 (Urinson Ya. M.)

Decision made.


Decision:

5.2.1.To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to vote "FOR" of the following point to be included to the agenda of extraordinary General JSC Hydroinvest Shareholders' Meeting:

"Concerning approval of major transaction connected with acquisition of block of shares (75 per cent - 1 share) of JSC BureyaHPPStroj by JSC Hydroinvest".

5.2.2. To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to vote regarding the point of agenda of the meeting of the Board of Directors of JSC Hydroinvest "Participation of the company in JSC BureyaHPPStroj" "FOR" of JSC Hydroinvest participation in JSC BureyaHPPStroj on the following conditions:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC BureyaHPPStroj with face value of 10 (ten) rubles for one share in the amount of 6,749 (six thousand seven hundred and forty-nine) shares;

- method of purchase - open auction;

- auction starting price is 176,500,000 (one hundred and seventy six million, five hundred thousand) rubles (corresponds with the market value determined by independent assessor);

- cost of acquisition of shares of JSC BureyaHPPStroj - to be determined at the auction;

- method of payment for acquired shares of JSC BureyaHPPStroj - monetary assets;

- seller - JSC RAO UES of Russia.

5.2.3. To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to determine the cost of acquisition of shares of JSC BureyaHPPStroj (75 per cent - 1 share) according to the cost established at the end of the auction if JSC Hydroinvest is recognised as preferred bidder.

5.2.4. To instruct the representatives of JSC HydroOGK at the Extraordinary General Meeting of Shareholders of JSC Hydroinvest to vote "FOR" of the following decision regarding the subject "Concerning approval of major transaction connected with acquisition of block of shares (75 per cent -
1 share) of JSC BureyaHPPStroj by JSC Hydroinvest
":

Approve the major transaction connected with acquisition of block of shares (75 per cent -
1 share) of JSC BureyaHPPStroj by JSC Hydroinvest on the following conditions:

- category, type, face value and number of acquired shares - ordinary registered shares of JSC BureyaHPPStroj with face value of 10 (ten) rubles for one share in the amount 6,749 (six thousand seven hundred and forty-nine) shares;

- method of purchase - open auction;

- auction starting price is 176,500,000 (one hundred and seventy six million, five hundred thousand) rubles (corresponds with the market value determined by independent assessor);

- cost of acquisition of shares of JSC BureyaHPPStroj - to be determined at the auction;

- method of payment for acquired shares of JSC BureyaHPPStroj - monetary assets;

- seller - JSC RAO UES of Russia


Voting results:

"For" - 11 (V. B. Khrristenko, A. B. Chubais, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, Ya. M. Urinson, R. Z. Khamitov)

"Against" - 0

"Abstained" - 2 (D. A. Askinadze, David Khern)

Decision made.

 

Decision:

5.3.1. To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to vote "FOR" of the following point to be included to the agenda of extraordinary General JSC Hydroinvest Shareholders' Meeting:

"Concerning approval of major transaction connected with acquisition of share in authorised capital of LLC SpetsEnergoService by JSC Hydroinvest".

5.3.2. Amend the resolution of the Board of Directors of JSC HydroOGK (minutes No. 43 of 04.12.2007) presenting the resolution concerning point No. 10 (p. 10.2.1.) in the following version:

"To instruct representatives of JSC HydroOGK in the Board of Directors of JSC Hydroinvest to vote regarding the point of agenda of the meeting of the Board of Directors of JSC Hydroinvest "Participation of the company in LLC SpetsEnergoService" "FOR" of JSC Hydroinvest participation in LLC SpetsEnergoService on the following conditions:

- amount of acquired share in authorised capital of LLC SpetsEnergoService (hereinafter - share of LLC SpetsEnergoService) is 99.9 per cent;

- nominal value of acquired share of LLC SpetsEnergoService - 29,070,900 (twenty-nine million seventy thousand and nine hundred) rubles;

- the cost of acquisition of share LLC SpetsEnergoService - 349,900,000 (three hundred and forty-nine million nine hundred thousand) rubles (in accordance with the market value determined on the basis of evaluation report conducted by independent assessment organisation - LLC EXPERT Consulting Group);

- seller: CJSC VegaSibTrade;

- method of payment for acquired share of LLC SpetsEnergoService - monetary assets;

- as of the moment of conclusion of contract for purchase/sale of the share of LLC SpetsEnergoService to be concluded between CJSC VegaSibTrade and JSC Hydroinvest and hereafter LLC SpetsEnergoService should be subject to legal ownership of 62.6 per cent of ordinary registered shares of JSC Mosoblgidroproekt.

5.3.3. To instruct the representatives of JSC HydroOGK at the Extraordinary General Shareholders' Meeting of JSC Hydroinvest to vote in relation to the point "Concerning approval of the major transaction connected with acquisition of share in authorised capital of LLC SpetsEnergoService by JSC Hydroinvest" "FOR" of the major transaction connected with acquisition of share in authorised capital of LLC SpetsEnergoService by JSC Hydroinvest on the conditions specified in p. 2 of the present resolution.

 

Voting results:

"For" - 10 (V. B. Khrristenko, A. B. Chubais, B. I. Ayuev, Yu. M. Medvedev, D. V. Ponomarev, A. N. Rappoport, Remes Seppo, V. Yu. Sinyugin, Yu. A. Udaltsov, R. Z. Khamitov)

"Against" - 0

"Abstained" - 3 (D. A. Askinadze, Ya. M. Urinson, David Khern)

Decision made.

 

 

Matter 6: Acquisition of shares of energy supplying companies.


Decision:

The text of the resolution contains confidential information.

 

 

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

Your application has been accepted. The answer will be prepared and sent within 20 calendar days. ok