Minutes of 26.09.2014 №204

MINUTES No. 204

OF THE MEETING OF THE BOARD OF DIRECTORS


Date and time of the Meeting of the Board of Directors (date and time of the vote count):

September 26, 2014, 16 hours 00 minutes

(Moscow time)

Minutes date:

September 29, 2014

Form of the meeting:

voting in absentia.

Place of the vote count:

7 Malaya Dmitrovka St., Moscow

JSC RusHydro

Number of elected members of the Board of Directors:

13 persons.

Members of the Board of Directors

who attended the Meeting:



B.I. Ayuev,


M.S. Bystrov,

E.P. Volkov,
V.I. Danilov-Danilyan,


E.V. Dod,


L.V. Kalanda,

V.M. Kravchenko,


D.S. Morozov,


M.I. Poluboyarinov,


S.V. Shishin,


A.N. Shishkin.


According to the Federal Law "On Joint-Stock Companies" and the Company's Charter, the quorum for the Meeting of the Board of Directors is present.



AGENDA OF THE MEETING:

1. On the Company's priority areas.

2. On approval of the Company’s transactions.

3. On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agendas of meetings of the governing bodies of the Company’s subsidiaries and affiliates.


RESULTS OF VOTING ON THE AGENDA ITEMS:



Item No. 1: On the Company's priority areas: On the status of implementation of priority projects on construction of 4 plants in the Far East(Blagoveshchenskaya CHPP (2nd phase), Yakutskaya SDPP-2 (1st phase), CHPP at Sovetskaya Gavan, and Sakhalinskaya SDPP-2 (1st phase)).



Resolution:

Take into consideration the information on the status of implementation of priority projects on construction of 4 plants in the Far East (Blagoveshchenskaya TPP (2nd stage), Yakutskaya TPP-2 (1st stage), TPP in Sovetskaya Gavan, and Sakhalinskaya TPP-2 (1st stage)) as of July 1, 2014 (Annex No. 1 hereto).



Voting results:

"For" – 10 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, L.V. Kalanda, D.S. Morozov, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 1 (V.M. Kravchenko).

Resolution adopted.

The special opinion of the member of the Board of Directors L.V. Kalanda regarding item No. 1 is attached hereto.



Item No. 2: On approval of the Company’s transactions:

2.1. On approval of Addendum No. 2 to the Agreement No. 2917/BR-0-325-2013 (БР-0-325-2013) dated August 5, 2013 between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the price of work performed under Agreement No. 2917/BR-0-325-2013 (БР-0-325-2013) dated August 5, 2013 between JSC RusHydro and JSC Lenhydroproject (hereinafter referred to as the "Agreement"), qualified as interested party transaction, does not change in connection to the conclusion of Addendum No. 2 and amounts to RUB 7,628,493.00 (seven million six hundred twenty-eight thousand four hundred ninety-three Russian rubles, 50 kopecks),including VAT (18 %) in the amount of RUB 1,163,668.00 (one million one hundred sixty-three thousand six hundred sixty-eight rubles 50 kopecks).

2. Approve the Addendum No. 2 to the Agreement, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro;

Contractor – JSC Lenhydroproject.

Subject of Addendum No. 2:

1. Modification of the period of works:

Clause 1.6.2. of the Agreement shall have the following wording:

"1.6.2. Works termination date: August 1, 2014"

2. Amendment of the schedule of works:

Annex No. 3 to the Agreement (Schedule of Works) shall have the wording of Annex No. 1 to Addendum No. 2.

Duration of Addendum No. 2:

The Addendum becomes effective upon signature thereof and remains in effect until the Parties have performed their obligations in full. The terms of the Addendum shall apply to relations between the Parties arising from February 13, 2014 (work termination date in the wording of Addendum No. 1).



Voting results:

"For" – 8 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 1 (V.M. Kravchenko).

"Abstained" – 1 (D.S. Morozov).

The Addendum concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non-arm's length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of CEO of JSC Lenhydroproject.

According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board and Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director.

Resolution adopted.



2.2. On approval of the Agreement between JSC RusHydro and JSC Lenhydroproject qualified as interested party transaction.



Resolution:

1. Determine that the price of work performed under the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 31,664,291.10 (thirty-one million six hundred sixty-four thousand two hundred ninety-one rubles 10 kopecks), including VAT (18 %) in the amount of RUB 4,830,146.10 (four million eight hundred thirty thousand one hundred forty-six rubles 10 kopecks).

2. Approve the Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro;

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor will develop design documentation for comprehensive reconstruction of the Zeyskaya HPP based on the Customer's work order, at its own risk, using proprietary materials, equipment and tools, and to deliver the result thereof to the Customer, and the Customer should create the conditions described in the Agreement for the Contractor to perform work, to accept the result, and to pay the cost thereof as specified in the Agreement.

Price of work under the Agreement:

is determined according to Clause 1 of this Resolution.

Works performance term:

Works commencement: May 1, 2014.

Works completion: November 25, 2014.

Effective term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from May 1, 2014.



Voting results:

"For" – 8 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 2 (V.M. Kravchenko, D.S. Morozov).

The Agreement concluded between JSC RusHydro and JSC Lenhydroproject, is recognized to be a non arm's-length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, deputy Chairman of the Management Board of JSC RusHydro simultaneously holds the position of CEO of JSC Lenhydroproject.

According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board – the Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director.

Resolution adopted.

2.3. On approval of the Contract Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction.



Resolution:

1. Determine that the price of work performed under the Contract Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, amounts to RUB 2,506,320.00 (two million five hundred and six thousand three hundred twenty rubles 00 kopecks), including VAT (18 %) in the amount of RUB 382,320.00 (three hundred eighty-two thousand three hundred twenty rubles 00 kopecks).

2. Approve the Contract Agreement between JSC RusHydro and JSC Lenhydroproject, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro;

Contractor – JSC Lenhydroproject.

Subject of the Agreement:

The Contractor undertakes to perform work for development of project for reconstruction of 13.8 kV switchgears of hydropower units No. 1 and 2 of the Miatlinskaya HPP with replacement of oil-switches for sulfur-hexafluoride switches based on the Customer's work order, at its sole risk, using proprietary materials, equipment, and tools, and also to deliver the result thereof to the Customer, while the Customer undertakes to create conditions for performance of the work by the Contractor, established in the Agreement, accept the result of the work, and pay the cost thereof as stipulated by the Agreement.

Price of work under the Agreement:

is determined according to Clause 1 of this Resolution.

Works performance term:

Works commencement: October 1, 2014.

Works completion: November 30, 2015.

Effective term of the Agreement:

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from October 1, 2014.



Voting results:

"For" – 8 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 2 (V.M. Kravchenko, D.S. Morozov).

The Contract Agreement concluded between JSC RusHydro and JSC Lenhydroproject is recognized to be a non-arm's length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of CEO of JSC Lenhydroproject.

According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board – the Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director.

Resolution adopted.



2.4. On approval of the Agreement No. P-67/11 (П-67/11) dated August 15, 2012, including Supplement Agreements between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction.



Resolution:

1. Determine that the price of work under the Agreement No. P-67/11 (П-67/11) dated August 15, 2012 including Supplement Agreements between JSC RusHydro and JSC Hydroproject Institute (hereinafter referred to as the "Agreement"), qualified as interested partytransaction, amounts to RUB 834,848,094.61 (eight hundred thirty-four million eight hundred forty-eight thousand ninety-four rubles 61 kopecks) including VAT (18 %) in the amount of RUB 127,349,709 (one hundred twenty-seven million three hundred forty-nine thousand seven hundred and nine rubles 35 kopecks).

2. Approve Agreement No. P-67/11 (П-67/11) dated August 15, 2012 including Supplement Agreements between JSC RusHydro and JSC Institute Hydroproject, qualified as interested party transaction, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro;

Contractor – JSC Hydroproject Institute.

Subject of the Agreement allowing for the addenda:

The Contractor should develop design documentation for comprehensive reconstruction of the Nizhegorodskaya HPP including integration of all ongoing projects into the general reconstruction project (hereafter referred to as the "Works"), based on the Customer's work order, at its own risk, using proprietary materials, equipment and tools, and to deliver the result thereof to the Customer, and the Customer undertakes to create the conditions described in the Agreement for the Contractor to perform the Works, to accept the result thereof and to pay the cost thereof as specified in the Agreement.

The price of the Agreement allowing for the addenda (the cost of Works performed under the Agreement): is determined according to Clause 1 of this Resolution.

Works performance term with allowance for the addenda: from August 15, 2012 to September 30, 2016.



Voting results:

"For" – 8 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 2 (V.M. Kravchenko, D.S. Morozov).

The Contract Agreement, allowing for addenda thereto,made between JSC RusHydro and JSC Hydroproject Institute is recognized as a non-arm's length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board – the Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director.

Resolution adopted.



2.5. On approval of the Contract Agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction.



Resolution:

1. Determine that the price limit of work performed by the Contractor under the Contract Agreement between JSC RusHydro and JSC Hydroproject Institute, qualified as interested party transaction, amounts to RUB 67,000,046.00 (sixty-seven million forty-six rubles 00 kopecks) including VAT (18 %) in the amount of RUB 10,220,346.00 (ten million two hundred twenty thousand three hundred forty-six rubles 00 kopecks).

2. Approve the Contract Agreement, qualified as interested party transaction, on the following material terms:

Parties:

Contractor – JSC Hydroproject Institute.

Customer – JSC RusHydro.

Subject of the Agreement:

The Contractor shall perform the following work based on the Customer's work order, at its own risk, using proprietary materials, equipment and tools: “Comprehensive Engineering-Geological and Engineering-Geophysical Surveys, including Exploratory Drilling with Interval Sampling, Static Penetration Test, Complex Geophysical Surveys, Testing for Underground Water Inflow” (hereinafter referred to as the "Works") in accordance with the Scope of Works, and to deliver the result thereof to the Customer, and the Customer undertakes to create the conditions described in the Agreement for the Contractor to perform the Works, to accept the result thereof, and to pay the cost thereof specified in the Agreement.

Price of the Agreement:

is determined according to Clause 1 of this Resolution.

Works performance term:

Works commencement – September 1, 2014.

Works completion – November 30, 2015.

The Agreement becomes effective upon signature thereof by the Parties and remains in effect until the Parties perform their obligations in full.

The terms of the Agreement apply to the relations of the Parties arising from September 1, 2014.



Voting results:

"For" – 8 (B.I. Ayuev, M.S. Bystrov, E.P. Volkov, V.I. Danilov-Danilyan, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 2 (V.M. Kravchenko, D.S. Morozov).

The Contract Agreement concluded between JSC RusHydro and JSC Hydroproject Institute is recognized a non-arm's length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as V.A. Pekhtin, Deputy Chairman of the Management Board of JSC RusHydro, simultaneously holds the position of Chief Executive Officer of JSC Hydroproject Institute.

According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During the vote count on this item, the vote of E.V. Dod, the member of the Board of Directors of JSC RusHydro, is not counted, as at the same time he is the Chairman of the Board – the Chief Executive Officer of JSC RusHydro and as such, according to Paragraph 3 of Article 83 of the Federal Law "On Joint-Stock Companies", is recognized as a dependent director.

Resolution adopted.



2.6. On approval of the Agreement and Addendum No. 1 to the Data Transfer and Communication Services Agreement for the Executive Department and Branches of JSC RusHydro, concluded between JSC RusHydro and JSC Rostelecom, qualified as interested party transactions.



Resolution:

1. Determine the price of the services rendered under the Data Transfer and Communication Services Agreement for the Executive Department and Branches of JSC RusHydro between JSC RusHydro and JSC Rostelecom (hereinafter referred to as the "Agreement"), qualified as interested party transaction, in the amount of RUB 16,256,157.28 (sixteen million two hundred fifty-six thousand one hundred fifty-seven rubles 28 kopecks) including VAT (18 %) in the amount of RUB 432,000.00 (four hundred thirty-two thousand rubles 00 kopecks).

2. Determine that the price of the services rendered under the Agreement shall be reduced due to conclusion of Addendum No. 1 to the Agreement, qualified as interested party transaction, and shall amount to RUB 10,105,443.34 (ten million one hundred and five thousand four hundred forty-three rubles 34 kopecks) including VAT (18 %) in the amount of RUB 1,541,508.06 (one million five hundred forty-one thousand five hundred and eight rubles 06 kopecks).

3. Approve conclusion of the Agreement and Addendum No. 1 to the Services Agreement between JSC RusHydro and JSC Rostelecom, qualified as interested party transactions, on the following material terms:

Parties to the Agreement:

Customer – JSC RusHydro;

Contractor – JSC Rostelecom.

Subject of the Agreement:

The Contractor shall render VPN-based data transfer communication services to the Customer, such VPN being organized using the Contractor's (and other communication providers') Network resources and protected from unauthorized access from third-party networks in accordance with the terms of the Agreement, and the Customer shall accept the services and pay for them in accordance with the terms of the Agreement.

Price of the Agreement (price of the Services rendered thereunder): is determined according to Paragraph 1 of this Resolution.

The price of Addendum No. 1 to the Agreement (the price of the services rendered according to Addendum No. 1 to the Agreement): is determined according to Paragraph 2 of this Resolution.

Duration of Services: within twelve (12) calendar months from the date of the Agreement.

The Agreement enters into force upon its signature by the Parties and remains in effect until the Parties perform their obligations in full. The terms of the Agreement apply to the relations of the Parties arising from July 14, 2014.



Voting results:

"For" – 7 (B.I. Ayuev, E.P. Volkov, V.I. Danilov-Danilyan, L.V. Kalanda, V.M. Kravchenko, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 2 (M.S. Bystrov, D.S. Morozov).

The Data Transfer and Communication Services Agreement, concluded between JSC RusHydro and JSC Rostelecom, is recognized to be a non-arm's length transaction in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies", as M.I. Poluboyarinov, member of the Board of Directors of JSC RusHydro, simultaneously holds the position of member of the Board of Directors of JSC Rostelecom. In addition, the shareholder of JSC RusHydro – the Russian Federation represented by the Federal Agency for State Property Management, which owns more than 20 % of the voting shares of JSC RusHydro and JSC Rostelecom, is recognized to be a party with an interest in the transaction.

According to Article 83 of the Federal Law "On Joint-Stock Companies", the resolution on this item shall be made by the Company's Board of Directors by a majority vote of independent directors not holding an interest in the transaction.

During vote counting in relation to this item the votes of M. I. Poluboyarinov, member of the Board of Directors of JSC RusHydro, recognized in accordance with Article 81 of the Federal Law ''On Joint-Stock Companies" as an interested party, and E.V. Dod, member of the Board of Directors of JSC RusHydro, who at the same time holds the position of Chairman of the Management Board and Chief Executive Officer of JSC RusHydro and is recognized according to Article 83 of the Federal Law ''On Joint-Stock Companies" as a dependent director, are not counted.

Resolution adopted.



Item No. 3: On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agendas of meetings of the governing bodies of the Company’s subsidiaries and affiliates:

On stationing position of JSC RusHydro (representatives of JSC RusHydro) on the agenda of the management body of TPP in Sovetskaya Gavan CJSC:

"On approval of interrelated major transactions".



Resolution:

Instruct the representatives of JSC RusHydro to vote at the General Meeting of Shareholders of CHPP at Sovetskaya Gavan CJSC "On approval of interrelated major transaction"FOR the following resolution:

"Approve interrelated major transactions of TPP in Sovetskaya Gavan CJSC:

1.1. Steam Turbine and Turbine Generator Sale and Purchase Agreement for implementation of the investment project "Construction of TPP in Sovetskaya Gavan, Khabarovsk Krai" (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Seller – JSC RAO Energy System of East;

Buyer – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Seller shall deliver and the Buyer shall accept and pay for the steam turbines and turbine generators, the details and technical specifications for which are provided in the equipment Specification (Annex No. 2 to the Minutes), hereinafter referred to as the "Equipment".

The Equipment is beneficially owned by the Seller based on Supply Agreement No. 05645000 dated March 22, 2011, between the Seller and research and production enterprise ELSIB JSC.

Price of the Agreement:

RUB 1,349,969,539.98 (one billion three hundred forty-nine million nine hundred sixty-nine thousand five hundred thirty-nine rubles 98 kopecks) including VAT (18 %) in the amount of RUB 205,927,556.88 (two hundred and five million nine hundred twenty-seven thousand five hundred fifty-six rubles 88 kopecks).

1.2. Novation Agreement under the Supply Agreement No. 05645000 dated March 22, 2011 (hereinafter referred to as the "Agreement") on the following significant terms:

Parties to the Agreement:

Buyer – JSC RAO Energy System of East;

Supplier – ELSIB JSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Buyer shall transfer and the Assignee shall accept the rights (claims), assigned by the Buyer, extended to the Supplier under the Steam Turbine and Turbine Generator Supply Agreement (hereinafter referred to as the "Equipment") No. 05645000 dated March 22, 2011 (hereinafter referred to as the "Supply Agreement") between the Buyer and the Supplier:

- in terms of the delivery of the Equipment from the storage location to the Buyer's warehouse (equipment delivery time – September 2014);

- in terms of warranty maintenance of the Equipment within the warranty period;

- in terms of rendering supervision services for installation (installation supervision for each equipment item is approximately 6 months), modification (modification supervision for each equipment item is approximately 2 months), commissioning and education of the Buyer's personnel;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Supplier under the Supply Agreement in the volume and under the terms existing as of the date of the Agreement including the right to recover damages (penalty fees, fines) for violation of obligations under the Supply Agreement by the Supplier, as well as rights (claims) extended to the Supplier that arose according to the terms of the Supply Agreement after the Agreement became effective.

The Buyer transfers and the Assignee accepts all debts (transfers all obligations) owed to the Supplier under the Supply Agreement in the volume and under the terms existing as of the date of the Agreement as well as all obligations that arose according to the terms of the Supply Agreement after the Agreement became effective.

The Price of the Supply Agreement is RUB 1,396,409,539.98 (one billion three hundred ninety-six million four hundred and nine thousand five hundred thirty-nine rubles 98 kopecks) including VAT (18 %) in the amount of RUB 213,011,624.75 (two hundred thirteen million eleven thousand six hundred twenty-four rubles 75 kopecks).

The Supplier has partially discharged its obligations to the Buyer under the Supply Agreement in the amount of RUB 1,349,929,539.98 (one billion three hundred forty-nine million nine hundred twenty-nine thousand five hundred thirty-nine rubles 98 kopecks) including VAT (18 %) in the amount of RUB 205,921,455.20 (two hundred and five million nine hundred and twenty-one thousand four hundred and fifty-five rubles 20 kopecks).

The Buyer has partially discharged its obligations to the Supplier under the Supply Agreement, having paid the amount of RUB 1,212,550,186.00 (one billion two hundred and twelve million five hundred fifty thousand one hundred eighty-six rubles 00 kopecks) including VAT (18 %) in the amount of RUB 184,965,282.60 (one hundred eighty-four million nine hundred sixty-five thousand two hundred eighty-two rubles 60 kopecks) to the Supplier under the Supply Agreement.

The Supplier has to discharge obligations under the Supply Agreement worth RUB 46,480,000.00 (forty-six million four hundred eighty thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 7,090,169.55 (seven million ninety thousand one hundred sixty-nine rubles 55 kopecks).

The total volume of outstanding obligations of the Buyer owed to the Supplier under the Supply Agreement is RUB 183,859,353.98 (one hundred eighty-three million eight hundred fifty-nine thousand three hundred fifty-three rubles 98 kopecks) including VAT (18 %) in the amount of RUB 28,046,342.15 (twenty-eight million forty-six thousand three hundred forty-two rubles 15 kopecks) including the Buyer's accounts payable related to the supplied equipment in the amount of RUB 137,379,353.98 (one hundred thirty-seven million three hundred seventy-nine thousand three hundred fifty-three rubles 98 kopecks) including VAT (18 %) in the amount of RUB 20,956,172.60 (twenty million nine hundred fifty-six thousand one hundred seventy-two rubles 60 kopecks).

The concurrent transfer of rights and obligations under the Supply Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the assigned rights (claims) under the Agreement amounts to RUB 46,480,000.00 (forty-six million four hundred eighty thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 7,090,169.55 (seven million ninety thousand one hundred sixty-nine rubles 55 kopecks).

The difference between the volume of transferred obligations (debt) and the price of the assigned rights (claims) to be paid by the Buyer in favor of the Assignee amounts to RUB 137,379,353.98 (one hundred thirty-seven million three hundred seventy-nine thousand three hundred fifty-three rubles 98 kopecks) including VAT (18 %) in the amount of 20,956,172.60 (twenty million nine hundred fifty-six thousand one hundred seventy-two rubles 60 kopecks).

1.3. Novation Agreement under Storage Agreement No. RАО-13/0243 (РАО-13/0243) dated July 29, 2013 (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – research and production enterprise ELSIB JSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims) extended to the Keeper, assigned by the Depositor, under Steam Turbine Storage Agreement No. 1 (hereinafter referred to as the "Commodity") No. RАО-13/0243 (РАО-13/0243) dated July 29, 2013 (hereinafter referred to as the "Storage Agreement") made between the Depositor and the Keeper:

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- in terms of proper safeguarding the Commodity;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 12,562,000.00 (twelve million five hundred sixty-two thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,916,237.29 (one million nine hundred sixteen thousand two hundred thirty-seven rubles 29 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement, having paid the amount of RUB 6,161,000.00 (six million one hundred sixty-one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 939,813.56 (nine hundred thirty-nine thousand eight hundred thirteen rubles 56 kopecks) to the Keeper under the Storage Agreement.

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 10,000.00 (ten thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,525.42 (one thousand five hundred twenty-five rubles 42 kopecks).

As of August 31, 2014, the Keeper's debt under the Storage agreement amounted to RUB 12,552,000.00 (twelve million five hundred fifty-two thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,914,711.87 (one million nine hundred fourteen thousand seven hundred eleven rubles 87 kopecks) including the Keeper's debt in the amount of the advance payment of RUB 6,151,000.00 (six million one hundred fifty-one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 938,288.14 (nine hundred thirty-eight thousand two hundred eighty-eight rubles 14 kopecks) transferred by the Depositor.

As of August 31, 2014, the Depositor's debt under the Storage Agreement amounted to RUB 6,401,000.00 (six million four hundred and one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 976,423.73 (nine hundred seventy-six thousand four hundred twenty-three rubles 73 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the rights (claims) assigned under the Agreement is RUB 12,552,000.00 (twelve million five hundred fifty-two thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,914,711.87 (one million nine hundred fourteen thousand seven hundred eleven rubles 87 kopecks).

The difference between the price of the assigned rights (claims) and the volume of the transferred obligations (debt) to be paid by the Assignee to the Depositor is RUB 6,151,000.00 (six million one hundred fifty-one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 938,288.14 (nine hundred thirty-eight thousand two hundred eighty-eight rubles 14 kopecks).

1.4. Novation Agreement under Storage Agreement No. 09735000 dated September 24, 2013 (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – research and production enterprise ELSIB JSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims), assigned by the Depositor, extended to the Keeper under Steam Turbine Storage Agreement No. 2 (hereinafter referred to as the "Commodity") No. 09735000 dated September 24, 2013 (hereinafter referred to as the "Storage Agreement") made between the Depositor and the Keeper:

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- in terms of proper safeguarding the Commodity;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 12,562,000.00 (twelve million five hundred sixty-two thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,916,237.29 (one million nine hundred sixteen thousand two hundred thirty-seven rubles 29 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement, having paid the amount of RUB 6,161,000.00 (six million one hundred sixty-one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 939,813.56 (nine hundred thirty-nine thousand eight hundred thirteen rubles 56 kopecks) to the Keeper under the Storage Agreement.

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 10,000.00 (ten thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,525.42 (one thousand five hundred twenty-five rubles 42 kopecks).

As of August 31, 2014, the Keeper's debt under the Storage agreement amounted to RUB 12,552,000.00 (twelve million five hundred fifty-two thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,914,711.87 (one million nine hundred fourteen thousand seven hundred eleven rubles 87 kopecks) including the Keeper's debt in the amount of the advance payment of RUB 6,151,000.00 (six million one hundred fifty-one thoand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 938,288.14 (nine hundred thirty-eight thousand two hundred eighty-eight rubles 14 kopecks) transferred by the Depositor.

As of August 31, 2014, the Depositor's debt under the Storage Agreement amounted to RUB 6,401,000.00 (six million four hundred and one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 976,423.73 (nine hundred seventy-six thousand four hundred twenty-three rubles 73 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the rights (claims) assigned under the Agreement is RUB 12,552,000.00 (twelve million five hundred fifty-two thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,914,711.87 (one million nine hundred fourteen thousand seven hundred eleven rubles 87 kopecks).

The difference between the price of the assigned rights (claims) and the volume of transferred obligations (debt) to be paid by the Assignee to the Depositor is RUB 6,151,000.00 (six million one hundred fifty-one thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 938,288.14 (nine hundred thirty-eight thousand two hundred eighty-eight rubles 14 kopecks).

1.5. Novation Agreement under Storage Agreement No. 08573000 dated December 14, 2012 (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – research and production enterprise ELSIB JSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims) to the Keeper, assigned by the Depositor, under Turbine Generator Storage Agreement No. 1 (hereinafter referred to as the "Commodity") No. 08573000 dated December 14, 2012 (hereinafter referred to as the "Storage Agreement") made between the Depositor and the Keeper:

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- in terms of proper safeguarding the Commodity;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 1,768,000.00 (one million seven hundred sixty-eight thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 269,694.91 (two hundred sixty-nine thousand six hundred ninety-four rubles 91 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement, having paid the amount of RUB 10,000.00 (ten thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,525.42 (one thousand five hundred twenty-five rubles 42 kopecks) to the Keeper under the Storage Agreement.

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 10,000.00 (ten thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,525.42 (one thousand five hundred twenty-five rubles 42 kopecks).

As of August 31, 2014, the mutual volume of undischarged obligations of the Depositor and the Keeper under the Storage Agreement amounted to RUB 1,758,000.00 (one million seven hundred fifty-eight thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 268,169.49 (two hundred sixty-eight thousand one hundred sixty-nine rubles 49 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the assigned rights (claims) and the volume of transferred obligations (debt) under the Agreement are equal and amount to RUB 1,758,000.00 (one million seven hundred fifty-eight thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 268,169.49 (two hundred sixty-eight thousand one hundred sixty-nine rubles 49 kopecks).

1.6. Novation Agreement under Storage Agreement No. 09106000 dated March 19, 2013 (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – research and production enterprise ELSIB JSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims) extended to the Keeper, assigned by the Depositor, under the Turbine Generator Storage Agreement No. 2 (hereinafter referred to as the "Commodity") No. 09106000 dated March 19, 2013 (hereinafter referred to as the "Storage Agreement") made between the Depositor and the Keeper:

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- in terms of proper safeguarding the Commodity;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 1,768,000.00 (one million seven hundred sixty-eight thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 269,694.91 (two hundred sixty-nine thousand six hundred ninety-four rubles 91 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement, having paid the amount of RUB 10,000.00 (ten thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,525.42 (one thousand five hundred twenty-five rubles 42 kopecks) to the Keeper under the Storage Agreement.

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 10,000.00 (ten thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,525.42 (one thousand five hundred twenty-five rubles 42 kopecks).

As of August 31, 2014, the mutual volume of undischarged obligations of the Depositor and the Keeper under the Storage Agreement amounted to RUB 1,758,000.00 (one million seven hundred fifty-eight thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 268,169.49 (two hundred sixty-eight thousand one hundred sixty-nine rubles 49 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the assigned rights (claims) and the volume of transferred obligations (debt) under the Agreement are equal and amount to RUB 1,758,000.00 (one million seven hundred fifty-eight thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 268,169.49 (two hundred sixty-eight thousand one hundred sixty-nine rubles 49 kopecks).

2.1. Boiler Unit Sale and Purchase Agreement for implementation of the investment project "Construction of TPP in Sovetskaya Gavan, Khabarovsk Krai" (hereinafter referred to as the "Agreement") made on the following material terms:

Parties to the Agreement:

Seller – JSC RAO Energy System of East;

Buyer – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Seller shall deliver and the Buyer shall accept and pay for the boiler units, the details and technical specifications for which are provided in the Equipment Specification (Annex No. 3 to the Minutes), hereinafter referred to as the "Equipment".

The Equipment is beneficially owned by the Seller based on Supply Agreement No. Т-PR-24/11 (Т-ПР-24/11) dated February 14, 2011 made between the Seller and PJSC EMAlliance.

Price of the Agreement:

RUB 716,442,177.00 (seven hundred sixteen million four hundred forty-two thousand one hundred seventy-seven rubles 00 kopecks) including VAT (18 %) in the amount of RUB 109,287,789.63 (one hundred and nine million two hundred eighty-seven thousand seven hundred eighty-nine rubles 63 kopecks).

2.2. Novation Agreement under Supply Agreement No. Т-PR-24/11 (Т-ПР-24/11) dated March 14, 2011 (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Buyer – JSC RAO Energy System of East;

Supplier – PJSC EMAlliance;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Buyer shall transfer and the Assignee shall accept the rights (claims) to the Supplier, assigned by the Buyer, under the Boiler Unit Supply Agreement (hereinafter referred to as the "Equipment") No. Т-PR-24/11 (Т-ПР-24/11) dated March 14, 2011 (hereinafter referred to as the "Supply Agreement") between the Buyer and the Supplier:

- in terms of manufacturing PPU 17-30 steam generating units according to the Equipment Specification (Annex No. 4 to the Minutes);

- in terms of the delivery of the Equipment from the storage location to the Buyer's warehouse (equipment delivery time – June 2015);

- in terms of warranty maintenance of the Equipment within the warranty period;

- in terms of rendering supervision services for installation (installation supervision for each equipment item is approximately 6 months), modification (modification supervision for each equipment item is approximately 2 months), commissioning and education of the Buyer's personnel;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Supplier under the Supply Agreement in the volume and under the terms existing as of the date of the Agreement including the right to recover damages (penalty fees, fines) for violation of obligations under the Supply Agreement by the Supplier, as well as rights (claims) extended to the Supplier that arose according to the terms of the Supply Agreement after the Agreement became effective.

The Buyer transfers and the Assignee accepts all debts (transfers all obligations) owed to the Supplier under the Supply Agreement in the volume and under the terms existing as of the date of the Agreement as well as all obligations that arose according to the terms of the Supply Agreement after the Agreement became effective.

The Price of the Supply Agreement is RUB 1,334,580,000.00 (one billion three hundred thirty-four million five hundred eighty thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 203,580,000 (two hundred and three million five hundred eighty thousand rubles 00 kopecks).

The Supplier has partially discharged its obligations to the Buyer under the Supply Agreement in the amount of RUB 699,042,177.00 (six hundred ninety-nine million forty-two thousand one hundred seventy-seven rubles 00 kopecks) including VAT (18 %) in the amount of RUB 106,633,552.41 (one hundred and six million six hundred thirty-three thousand five hundred fifty-two rubles 41 kopecks).

The Buyer has partially discharged its obligations to the Supplier under the Supply Agreement, having paid the amount of RUB 772,608,852.00 (seven hundred seventy-two million six hundred and eight thousand eight hundred fifty-two rubles 00 kopecks) including VAT (18 %) in the amount of RUB 117,855,587.55 (one hundred seventeen million eight hundred fifty-five thousand five hundred eighty-seven rubles 55 kopecks) to the Supplier under the Supply Agreement.

The Buyer has to discharge obligations under the Supply Agreement worth RUB 561,971,148.00 (five hundred sixty-one million nine hundred seventy-one thousand one hundred forty-eight rubles 00 kopecks) including VAT (18 %) in the amount of RUB 85,724,412.41 (eighty-five million seven hundred twenty-four thousand four hundred twelve rubles 41 kopecks).

The total volume of outstanding obligations of the Supplier owed to the Buyer under the Supply Agreement is RUB 635,537,823.00 (six hundred thirty-five million five hundred thirty-seven thousand eight hundred twenty-three rubles 00 kopecks) including VAT (18 %) in the amount of RUB 96,946,447.58 (ninety-six million nine hundred forty-six thousand four hundred forty-seven rubles 58 kopecks) including the Supplier's debt in the amount of the advance payment of RUB 73,566,675.00 (seventy-three million five hundred sixty-six thousand six hundred seventy-five rubles 00 kopecks) including VAT (18 %) in the amount of RUB 11,222,035.14 (eleven million two hundred twenty-two thousand thirty-five rubles 14 kopecks) transferred by the Buyer.

The concurrent transfer of rights and obligations under the Supply Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the rights (claims) assigned under the Agreement is RUB 635,537,823.00 (six hundred thirty-five million five hundred thirty-seven thousand eight hundred twenty-three rubles 00 kopecks) including VAT (18 %) in the amount of RUB 96,946,447.58 (ninety-six million nine hundred forty-six thousand four hundred forty-seven rubles 58 kopecks).

The difference between the price of the assigned rights (claims) and the volume of transferred obligations (debt) to be paid by the Assignee to the Buyer is RUB 73,566,675.00 (seventy-three million five hundred sixty-six thousand six hundred seventy-five rubles 00 kopecks) including VAT (18 %) in the amount of RUB 11,222,035.14 (eleven million two hundred twenty-two thousand thirty-five rubles 14 kopecks).

2.3. Novation Agreement under Storage Agreement No. 12P/R643-079 (12П/Р643-079) dated April 10, 2012 (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – PJSC EMAlliance;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims) extended to the Keeper, assigned by the Depositor, under Boiler Unit Storage Agreement (hereinafter referred to as the "Commodity") No. 12P/R643-079 (12П/Р643-079) dated April 10, 2012 (hereinafter referred to as the "Storage Agreement") made between the Depositor and the Keeper:

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- in terms of proper safeguarding the Commodity;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 38,969,600.00 (thirty-eight million nine hundred sixty-nine thousand six hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 5,944,515.16 (five million nine hundred forty-four thousand five hundred fifteen rubles 16 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement, having paid the amount of RUB 26,084,800.00 (twenty-six million eighty-four thousand eight hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 3,979,037.29 (three million nine hundred seventy-nine thousand thirty-seven rubles 29 kopecks) to the Keeper under the Storage Agreement.

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 17,400,000.00 (seventeen million four hundred thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 2,654,237.22 (two million six hundred fifty-four thousand two hundred thirty-seven rubles 22 kopecks).

As of August 31, 2014, the Keeper's debt under the Storage Agreement amounted to RUB 21,569,600.00 (twenty-one million five hundred sixty-nine thousand six hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 3,290,277.94 (three million two hundred ninety thousand two hundred seventy-seven rubles 94 kopecks) including the Keeper's debt in the amount of an advance payment of RUB 8,684,800.00 (eight million six hundred eighty-four thousand eight hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,324,800.00 (one million three hundred twenty-four thousand eight hundred rubles 00 kopecks) transferred by the Depositor.

As of August 31, 2014, the Depositor's debt under the Storage Agreement amounted to RUB 12,884,800.00 (twelve million eight hundred eighty-four thousand eight hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,965,477.94 (one million nine hundred sixty-five thousand four hundred seventy-seven rubles 94 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the rights (claims) assigned under the Agreement is RUB 21,569,600.00 (twenty-one million five hundred sixty-nine thousand six hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 3,290,277.94 (three million two hundred ninety thousand two hundred seventy-seven rubles 94 kopecks).

The difference between the price of the assigned rights (claims) and the volume of transferred obligations (debt) to be paid by the Assignee to the Depositor is RUB 8,684,800.00 (eight million six hundred eighty-four thousand eight hundred rubles 00 kopecks) including VAT (18 %) in the amount of RUB 1,324,800.00 (one million three hundred twenty-four thousand eight hundred rubles 00 kopecks).

3.1. Electrical Filter Sale and Purchase Agreement for implementation of the investment project "Construction of TPP in Sovetskaya Gavan, Khabarovsk Krai" (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Seller – JSC RAO Energy System of East;

Buyer – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Seller shall deliver and the Buyer shall accept and pay for the electrical filters, the details and technical specifications for which are provided in the equipment Specification (Annex No. 5 to the Minutes), hereinafter referred to as the "Equipment".

The Equipment is beneficially owned by the Seller based on the Supply Agreement No. F-654 dated March 25, 2011 between the Seller and ALSTOM Power Stavan CJSC.

Price of the Agreement:

RUB 283,311,952.87 (two hundred eighty-three million three hundred eleven thousand nine hundred fifty-two rubles 87 kopecks) including VAT (18 %) in the amount of RUB 43,217,077.52 (forty-three million two hundred seventeen thousand seventy-seven rubles 52 kopecks).

3.2. Novation Agreement (hereinafter referred to as the "Agreement") made on the following material terms:

Parties to the Agreement:

Buyer – JSC RAO Energy System of East;

Supplier – ALSTOM Power Stavan CJSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Buyer shall transfer and the Assignee shall accept the rights (claims) extended to the Supplier, assigned by the Buyer, under the Electrical Filter Supply Agreement (hereinafter referred to as the "Equipment") No. F-654 dated March 25, 2011 (hereinafter referred to as the "Supply Agreement") made between the Buyer and the Supplier:

- in terms of warranty maintenance of the Equipment within the warranty period;

- in terms of rendering supervision services for installation (installation supervision for each equipment item is approximately 2 months), modification (modification supervision for each equipment item is approximately 1 month), commissioning and training of the Buyer's personnel;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Supplier under the Supply Agreement in the volume and under the terms existing as of the date of the Agreement including the right to recover damages (penalty fees, fines) for violation of obligations under the Supply Agreement by the Supplier, as well as rights (claims) extended to the Supplier that arose according to the terms of the Supply Agreement after the Agreement became effective.

The Buyer transfers and the Assignee accepts all debts (transfers all obligations) owed to the Supplier under the Supply Agreement in the volume and under the terms existing as of the date of the Agreement as well as all obligations that arose according to the terms of the Supply Agreement after the Agreement became effective.

The price of the Supply Agreement isRUB270,002,880.00 (two hundred seventy million two thousand eight hundred eighty rubles 00 kopecks) including VAT (18 %) in the amount of 41,186,880.00 (forty-one million one hundred eighty-six thousand eight hundred eighty rubles 00 kopecks).

The Supplier has partially discharged its obligations to the Buyer under the Supply Agreement in the amount of RUB 265,046,880.00 (two hundred sixty-five million forty-six thousand eight hundred eighty rubles 00 kopecks) including VAT (18 %) in the amount of RUB 40,430,880.00 (forty million four hundred thirty thousand eight hundred eighty rubles 00 kopecks).

The Buyer has partially discharged its obligations to the Supplier under the Supply Agreement in the amount of RUB265,046,880.00 (two hundred sixty-five million forty-six thousand eight hundred eighty rubles 00 kopecks) including VAT (18 %) in the amount of RUB 40,430,880.00 (forty million four hundred thirty thousand eight hundred eighty rubles 00 kopecks).

The mutual volume of undischarged obligations of the Buyer and the Supplier is RUB 4,956,000.00 (four million nine hundred fifty-six thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 756,000.00 (seven hundred fifty-six thousand rubles 00 kopecks).

The concurrent transfer of rights and obligations under the Supply Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the assigned rights (claims) and the volume of transferred obligations (debt) under the Agreement are equal and amount to RUB 4,956,000.00 (four million nine hundred fifty-six thousand rubles 00 kopecks) including VAT (18 %) in the amount of RUB 756,000.00 (seven hundred fifty-six thousand rubles 00 kopecks).

3.3. Novation Agreement (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – Terminal Sofgavan LLC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims) extended to the Keeper, assigned by the Depositor, under Electrical Filter Storage Agreement (hereinafter referred to as the "Commodity") No. RАО 12/0095 (РАО 12/0095) dated April 17, 2012 (hereinafter referred to as the "Storage Agreement") made between the Depositor and the Keeper:

- in terms of proper safeguarding the Commodity;

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 20,633,197.21 (twenty million six hundred thirty-three thousand one hundred ninety-seven rubles 21 kopecks) including VAT (18 %) in the amount of RUB 3,147,436.93 (three million one hundred forty-seven thousand four hundred thirty-six rubles 93 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement in the amount of RUB 17,993,284.00 (seventeen million nine hundred ninety-three thousand two hundred eighty-four rubles 00 kopecks) including VAT (18 %) in the amount of RUB 2,744,738.39 (two million seven hundred forty-four thousand seven hundred thirty-eight rubles 39 kopecks).

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 17,993,284.00 (seventeen million nine hundred ninety-three thousand two hundred eighty-four rubles 00 kopecks) including VAT (18 %) in the amount of RUB 2,744,738.39 (two million seven hundred forty-four thousand seven hundred thirty-eight rubles 39 kopecks).

As of August 31, 2014, the mutual volume of undischarged obligations of the Depositor and the Keeper under the Storage Agreement amounted to RUB 2,639,912.58 (two million six hundred thirty-nine thousand nine hundred twelve rubles 58 kopecks) including VAT (18 %) in the amount of RUB 402,698.54 (four hundred and two thousand six hundred ninety-eight rubles 54 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the assigned rights (claims) and the volume of transferred obligations (debt) under the Agreement are equal and amount to RUB 2,639,912.58 (two million six hundred thirty-nine thousand nine hundred twelve rubles 58 kopecks) including VAT (18 %) in the amount of RUB 402,698.54 (four hundred and two thousand six hundred ninety-eight rubles 54 kopecks).

3.4. Novation Agreement (hereinafter referred to as the "Agreement") on the following material terms:

Parties to the Agreement:

Depositor – JSC RAO Energy System of East;

Keeper – DGK JSC;

Assignee – TPP in Sovetskaya Gavan CJSC.

Subject of the Agreement:

The Depositor shall transfer and the Assignee shall accept the rights (claims) extended to the Keeper, assigned by the Depositor, under Electrical Filter Storage Agreement (hereinafter referred to as the "Commodity") No. 616/8-12 dated June 9, 2012 (hereinafter referred to as the "Storage Agreement") between the Depositor and the Keeper:

- in terms of safekeeping the Commodity;

- in terms of financial accountability for the loss, shortage or damage of the Commodity;

- in terms of returning the Commodity at the request of the Assignee;

- in terms of proper safeguarding the Commodity;

- rights (claims) that ensure performance of obligations as well as other rights related to the claim, including the right to unpaid interest;

- all other rights (claims) extended to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014, including the right to recover damages (penalty fees, fines) for violation of obligations under the Storage Agreement by the Keeper, as well as rights (claims) extended to the Keeper that arose according to the terms of the Storage Agreement after the Agreement became effective.

The Depositor shall transfer and the Assignee shall accept all debts (transfer all obligations) owed to the Keeper under the Storage Agreement in the volume and under the terms existing as of August 31, 2014 as well as all obligations that arose according to the terms of the Storage Agreement after the Agreement became effective.

The price of the Storage Agreement is RUB 314,056.72 (three hundred fourteen thousand fifty-six rubles 72 kopecks) including VAT (18 %) in the amount of RUB 47,906.85 (forty-seven thousand nine hundred and six rubles 85 kopecks).

As of August 31, 2014, the Depositor had partially discharged its obligations to the Keeper under the Storage Agreement, having paid the amount of RUB 271,788.24 (two hundred seventy-one thousand seven hundred eighty-eight rubles 24 kopecks) including VAT (18 %) in the amount of RUB 41,459.13 (forty-one thousand four hundred fifty-nine rubles 13 kopecks).

As of August 31, 2014, the Keeper had partially discharged its obligations to the Depositor under the Storage Agreement in the amount of RUB 271,788.24 (two hundred seventy-one thousand seven hundred eighty-eight rubles 24 kopecks) including VAT (18 %) in the amount of RUB 41,459.13 (forty-one thousand four hundred fifty-nine rubles 13 kopecks).

As of August 31, 2014, the mutual volume of undischarged obligations of the Depositor and the Keeper under the Storage Agreement amounted to RUB 42,268.48 (forty-two thousand two hundred sixty-eight rubles 48 kopecks) including VAT (18 %) in the amount of RUB 6,447.72 (six thousand four hundred forty-seven rubles 72 kopecks).

The concurrent transfer of rights and obligations under the Storage Agreement based on the Agreement is seen as counter-performance of the Parties' obligations.

Price of the Agreement:

The price of the assigned rights (claims) and the volume of transferred obligations (debt) under the Agreement are equal and amount to RUB 42,268.48 (forty-two thousand two hundred sixty-eight rubles 48 kopecks) including VAT (18 %) in the amount of RUB 6,447.72 (six thousand four hundred forty-seven rubles 72 kopecks).



Voting results:

"For" – 8 (B.I. Ayuev, E.P. Volkov, V.I. Danilov-Danilyan, E.V. Dod, L.V. Kalanda, M.I. Poluboyarinov, S.V. Shishin, A.N. Shishkin).

"Against" – 0.

"Abstained" – 3 (M.S. Bystrov, V.M. Kravchenko, D.S. Morozov).

Resolution adopted.




Chairman of the Board of Directors M.I. Poluboyarinov

Corporate Secretary М.V. Zavalko
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