THE BOARD OF DIRECTORS

Transcription

1 OPEN JOINT-STOCK COMPANY INTERREGIONAL DISTRIBUTIVE GRID COMPANY OF URALS 140 ULITSA MAMINA SIBIRYAKA EKATERINBURG TEL (343) , FAX (343) THE BOARD OF DIRECTORS PROTOCOL # 109 Of BoD session IDGC of Urals, OAO July 31, 2012 Session form: Ekaterinburg absentee voting (by questionnaires) The following Company s BoD members took part in the session: Valery Nikolayevich RODIN Dmitry Olegovich AKHRIMENKO Mikhail Viktorovich AZOVTSEV Konstantin Mikhailovich YUSHKOV Andrey Evgenyevich MUROV Aleksey Yuryevich VORONIN Taras Vyacheslavovich SHEVCHENKO Dmitry Sergeevich FEDOROV Mikhail Yuryevich KURBATOV Sergey Evgenyevich YURCHUK. Number of the BoD members that participated in the session is 10 out of 11. Aleksei Yuryevich STEPANOV did not participate in the session. Quorum for decision-taking on the agenda issues reached. Agenda: 1. Election of the person presiding over the BoD. 2. Election of the Corporate Secretary. 3. Election of the Audit Committee members. 4. Election of the Personnel and Remunerations Committee members. 5. Election of the Strategy and Development Committee members. 6. Election of the Reliability Committee members. 7. Election of the Technological Connection Committee members. 8. Approval of control cash flows as of 3Q Approval of a report on 1Q 2012 business plan (including investment program) completion. 10. Review of a CEO s report on the acquisition of energy facilities by the Company in 1Q 2012 that are not subject to BoD approval. 11. Review of a CEO s report on non-core SAC management as of 1Q Review of a CEO s report on the implementation of the action plan dealing with the implementation of Production Asset Management System as of 1Q Approval of 3Q 2012 charity plan. 14. A review of a CEO s report on the execution of BoD resolutions in 1Q Approval of an interested-party transaction: approval of a cession contract concluded between 1

2 IDGC of Urals, OAO and Ekaterinburgenergosbyt, OAO. 16. Approval of an interested-party transaction: approval of a contract on personnel training and lodging concluded between Educating Center of IDGC of Urals, NChOU and IDGC of Urals, OAO. 17. Determination of the Company's (representatives') positions on agenda issues of the GSM and BoD sessions of the SACs. 18. Approval of independent appraiser candidates. 19. Preliminary approval of the Company s interested-party transaction regarding property alienation being main assets which is not used for production, transfer, dispatching, distributing electric energy, - 2-storeyed building with a cellar (Sym. А), total area sq.m., located at: 3a Ulitsa Krasnosludskaya, Perm, the Perm region. 20. Approval of an interested-party transaction: approval of an immovables rental contract concluded between IDGC of Urals and FSK UES. 21. Approval of an interested-party transaction: approval of additional agreement #1 to immovables rental contract #2521 dd concluded between IDGC of Urals and FSK UES. 22. Approval of an interested-party transaction: approval of additional agreement #1 to contract on compensation for aerials demolition #24/2011/SE dd concluded between IDGC of Urals and FSK UES. 23. Approval of an interested-party transaction: approval of a contract on compensation concluded between IDGC of Urals and FSK UES. 24. Review of a report on the execution of a BoD instruction. 25. Approval of an interested-party transaction: approval of a transportation contract concluded between IDGC of Urals and Uralenergotrans for July-August 2012 for Permenergo branch. 26. Additional and special bonus paid to the CEO as of ISSUE 1: Election of the person presiding over the BoD. To entrust Andrey Evgenyevich Murov, a BoD member, to preside during sessions until the BoD is elected. ISSUE 2: Election of the Corporate Secretary. 1. To elect Sergey Anatolyevich GUSAK as the Company s corporate secretary. 2. To entrust the CEO to determine conditions of the contract with the corporate secretary and sing the contract on behalf of the Company. 3. To entrust the CEO to fulfill rights and liabilities of an employer to the corporate secretary on behalf of the Company. 2

3 ISSUE 3: Election of the Audit Committee members. 1. To determine that the Committee membership is 5 persons. 2. To elect the following persons to the Committee: # Name Position Dmitry Sergeevich Director for Investments at Infrastruktura Kapital, OOO FEDOROV Taras Vyacheslavovich Director for Purchases (Head of Purchase Department at IDGC SHEVCHENKO Holding, OAO) Aleksey Yuryevich Deputy Head of Tariff Department at IDGC Holding, OAO VORONIN Dmitry Olegovich First Deputy Head of Corporate Governance and Shareholder AKHRIMENKO Relations Department at IDGC Holding, OAO Konstantin Mikhailovich Portfolio advisor at a branch of Wermuth Asset Management YUSHKOV GmbH, OOO 3. To elect Dmitry Olegovich AKHRIMENKO as the Committee Chairperson. ISSUE 4: Election of the Personnel and Remunerations Committee members. 1. To determine that the Committee membership is 5 persons. 2. To elect the following persons to the Committee: # Name Position 1. Dmitry Olegovich First Deputy Head of Corporate Governance and Shareholder AKHRIMENKO Relations Department at IDGC Holding, OAO 2. Taras Vyacheslavovich Director for Purchases (Head of Purchase Department at IDGC SHEVCHENKO Holding, OAO) 3. Aleksey Yuryevich Deputy Head of Tariff Department at IDGC Holding, OAO 4. VORONIN Konstantin Mikhailovich YUSHKOV Portfolio advisor at a branch of Wermuth Asset Management GmbH, OOO 3

4 Dmitry Sergeevich Director for Investments at Infrastruktura Kapital, OOO 5. FEDOROV 3. To elect Dmitry Olegovich AKHRIMENKO as the Committee Chairperson. ISSUE 5: 5. Election of the Strategy and Development Committee members. 1. To determine that the Committee membership is 12 persons. 2. To elect the following persons to the Committee: # Name Position 1 Ruslan Kimovich TSYKU Head of Business Planning Department at IDGC Holding, OAO 2 Vadim Alekseevich PAVLOV Head of Center for Strategy, Development and Innovations at IDGC Holding, OAO 3 Irina Vladimirovna BOGACHEVA Leading expert of Consolidated Planning and Reporting of Investment Department at IDGC Holding, OAO 4 Aleksey Yuryevich VORONIN Deputy Head of Tariff Department at IDGC Holding, OAO 5. Yuri Veniaminovih ADLER Head of Section for Standards and Methodology of Corporate Governance and Shareholder Relations Department at IDGC Holding, OAO 6. Evgenyi Alekseevich BRONNIKOV Executive Director Advisor at IDGC Holding, OAO 7 Yuri Vyacheslavovich LEBEDEV Deputy General Director for Technical Issues Chief Engineer at IDGC of Urals, OAO 8 Dmitry Sergeevich FEDOROV Director for Investments at Infrastruktura Kapital, OOO 9 Evgenyi Vladimirovich LUGOVOY Director for investments at Infrastruktura Kapital, OOO 10 Konstantin Mikhailovich YUSHKOV Portfolio advisor at a branch of Wermuth Asset Management GmbH, OOO 11. Sergey Sergeevich EZIMOV Investment Advisor at Wermuth Asset Management 12. GmbH, OOO Chief expert of Corporate Governance Section of Astkhik Artashesovna Department for Corporate Governance, Price BASHINDZHAGYAN Environment and Control Audit in Fuel and Energy Industries at the Russian Ministry of Energy 3. To elect Ruslan Kimovich TSYKU as the Committee Chairperson. 4

5 ISSUE 6: Election of the Reliability Committee members. 1. To determine that the Committee membership is 7 persons. 2. To elect the following persons to the Committee: # Name Position 1 Evgenyi Vladimirovich LUGOVOY Director for investments at Infrastruktura Kapital, OOO 2 Denis Dmitriyevich BELOUSOV Deputy Director at ChSR, OAO 3 Yuri Vyacheslavovich Deputy General Director for Technical Issues Chief Engineer at LEBEDEV IDGC of Urals, OAO 4 Yulia Vladimirovna Deputy Head of Operating and Technological Management DOBAKHYANTS Department at IDGC Holding, OAO 5 Sergey Borisovich Deputy Head of Productive Control and Labor Protection Directorate VASILYEV at IDGC Holding, OAO 6 Dmitry Leonidovich Director for Strategy, Development and Innovation at IDGC Holding, PANKOV OAO 7 Gennadyi Olegovich MARTSYNKOVSKYI Head of Capital Construction Department at IDGC Holding, OAO 3. To elect Sergey Borisovich VASILYEV as the Committee Chairperson. ISSUE 7: Election of the Technological Connection Committee members. 1. To determine that the Committee membership is 5 persons. 2. To elect the following persons to the Committee: # Name Position 1 Aleksandr Mikhailovich PYATIGOR Head of Department for Perspective Development and Technological Connection at IDGC Holding, OAO 2 Yuri Vyacheslavovich LEBEDEV Deputy General Director for Technical Issues Chief Engineer at IDGC of Urals, OAO 3 Aleksey Vladimirovich SANIN Head of Legal Department at IDGC of Urals, OAO 4 Evgenyi Vladimirovich LUGOVOY Director for investments at Infrastruktura Kapital, OOO 5

6 Portfolio advisor at a branch of Wermuth Asset 5 Konstantin Mikhailovich YUSHKOV Management GmbH, OOO 3. To elect Konstantin Mikhailovich YUSHKOV as the Committee Chairperson. ISSUE 8: Approval of control cash flows as of 3Q To approve the following control cash flows as of 3Q 2012: RUR thous. Dividends (no tax) Month Services dealing with the arrangement of grid functioning and development July August September To entrust the CEO: Within 5 days since the resolution to ensure the preparation of cash flow project and its approval; Within 1 day since the approval of the cash flow, to forward the document to the BoD members. FOR 8 (Eight) votes: Valery Nikolayevich RODIN, Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. AGAINST - 2 (Two) votes: Mikhail Viktorovich AZOVTSEV, Dmitry Sergeevich FEDOROV. The resolution was adopted by the majority of votes. ISSUE 9: Approval of a report on 1Q 2012 business plan (including investment program) completion. 1. To approve a report on 1Q 2012 business plan (including investment program) completion according to Appendix #1 hereof. 2. To note unplanned acquisition of the Lysva grids (RUR 33.8 mln). 3. To bring to the CEO s notice a repetitive failure to observe grid acquisition procedure (without preliminary BoD approval), stipulated by the Charter, and inadmissibility of similar transactions in future. 4. To note that the CEO failed to execute the BoD instructions (Protocol #105 dd ), with regard to submission of a report on the transactions related to the acquisition of the following grid facilities: kv Kaz substation, - 110/6 Balagur substation, 6

7 - 110 kv Okunevo Rezh aerial line. 5. To entrust the Company s audit commission to arrange unscheduled audit of gird acquisition transactions as of 2011 and 6M 2012 with a view to reveal their compliance with the current legislation and local documents. To inform the BoD on the audit results till FOR 8 (Eight) votes: Valery Nikolayevich RODIN, Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. AGAINST - 2 (Two) votes: Mikhail Viktorovich AZOVTSEV, Dmitry Sergeevich FEDOROV. The resolution was adopted by the majority of votes. ISSUE 10: Review of a CEO s report on the acquisition of energy facilities by the Company in 1Q 2012 that are not subject to BoD approval. To take into account a CEO s report on the acquisition of energy facilities by the Company in 1Q 2012 that are not subject to BoD approval according to Appendix #2 hereof. ISSUE 11: Review of a CEO s report on non-core SAC management as of 1Q I. To take into account a CEO s report on non-core SAC management as of 1Q 2012 according to Appendix #3 hereof. II. 2.1.To note that: With regard to Uralenergotrans, OOO: 1. failure to achieve revenue indicator (-4.94%) and achievement of net profit indicator planned for 1Q 2012 according to the business plan (during the period under review the business plan was approved containing negative financial results). 2. Net loss totaled RUR thous.; 3. As of 3M 2012: 3.1. Decrease of net assets down to RUR thous.(-15,05%); 3.2. Decrease of the indicator: - non-current assets down to RUR thous. (-8,41%); 3.3. Increase of the indicator: - accounts receivable up to RUR thous. (+19,63%); With regard to Security Service Permenergo, OOO: 1. There is no approved business plan for In comparison to real 1Q 2011 results, in 1Q 2012 we see: 7

8 2.1. decrease of net assets down to RUR thous. (-48,78%); 2.2. decrease of the indicator: - non-current assets down to RUR 313 thous (-58,82%). 3. As of 3M 2012: 3.1. Net loss totaled RUR 703 thous.; 3.2. decrease of net assets down to RUR thous. (-16,93%); 3.3. decrease of the indicator: - non-current assets down to RUR 313 thous. (-24,94%); With regard to Energy Service Company of the Urals, OAO: 1. failure to achieve revenues indicator (-11,43%) and achievement of net profit indicator planned for 1Q 2012 according to the business plan (during the reported period the business plan was approved containing negative financial results). 2. Net loss totaled RUR thous. 3. As of 3M 2012: 3.1. Decrease of net assets totaled RUR thous. (-49,52%) that is lower than the Charter capital; 3.2. Increase of the indicator: - accounts receivable up to RUR thous. (+144,85%); - accounts payable up to RUR thous. (by 86.4 times); 2.2. To take into account: With regard to Insurance Company Privat-Energostrakh, ZAO: The BoD of IDGC of Urals, OAO (Protocol #95 dd ) adopted a resolution on the withdrawal from Insurance Company Privat-Energostrakh, ZAO by share sale. On IDGC of Urals, OAO forwarded notifications on share sale to other shareholders of IC PES, ZAO. The notifications returned due to the absence of addressee, both shareholders and Company have not used the pre-emptive right. On IDGC of Urals, ОАО published a notification on an open auction dealing with the right to conclude an SPA on IC PES shares (hereinafter referred to as the Auction). According to Protocol #1 dd on the termination of receipt and registration of requests to participate in the auction, there were no requests on the property under sale. According to Protocol #2 dd on auction results, the auction was acknowledged abortive. Based on the Regulations on the sale of non-core assets of IDGC of Urals, OAO, approved by the BoD on , if the sale in the form of auction failed due to the absence of the buyer, there should be a sale in the form of public offer, initial price equal to initial price of the auction acknowledged abortive and minimal offer price equal to 50% of the initial price. The issue is planned for BoD review at the nearest session. III. To entrust the CEO: 1. To take measure to improve the economy of Uralenergotrans, OOO and Energy Service Company of the Urals, OAO. 2. To ensure that net assets and the charter capital of Energy Service Company of the Urals, OAO are in compliance with the current legislation. FOR 7 (Seven) votes: Valery Nikolayevich RODIN, Dmitry Olegovich AKHRIMENKO, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. ABSTAIN - 3 (Three) votes: Mikhail Viktorovich AZOVTSEV, Konstantin Mikhailovich YUSHKOV, Dmitry Sergeevich FEDOROV. The resolution was adopted by the majority of votes. 8

9 ISSUE 12: Review of a CEO s report on the implementation of the action plan dealing with the implementation of Production Asset Management System as of 1Q To take into account a CEO s report on the implementation of the action plan dealing with the implementation of Production Asset Management System as of 1Q 2012 according to Appendix #4 hereof and to note the failure to take measures planned in item 1 of the action plan. ISSUE 13: Approval of 3Q 2012 charity plan. To defer the issue to a later date. ISSUE 14: A review of a CEO s report on the execution of BoD resolutions in 1Q To take into account a CEO s report on the execution of BoD resolutions in 1Q 2012 according to Appendix #5 hereof. ISSUE 15: Approval of an interested-party transaction: approval of a cession contract concluded between IDGC of Urals, OAO and Ekaterinburgenergosbyt, OAO. 1. To determine that the price of a cession contract concluded between IDGC of Urals and 9

10 Ekaterinburgenergosbyt, being an interested-party transaction, totals RUR , including VAT RUR To approve a cession contract concluded between IDGC of Urals and Ekaterinburgenergosbyt as an interested-party transaction (hereinafter referred to as the contract) under the following significant conditions. The Parties: IDGC of Urals, ОАО the Assignee; Ekaterinburgenergosbyt, ОАО the Assignor. The Subject: The Assignor shall cede and the Assignee shall accept the right of demand of RUR , including VAT RUR from the debtor (Energoholding-Ural, ООО, TIN , located at: office 309, 85 Ulitsa Mamina Sibiryaka, Ekaterinburg, ). The Price: The Price of the transferred right of demand shall be RUR , including VAT RUR The Terms: The Contract shall come into force since the signing by the Assignor and Assignee and shall be in force till the Parties discharge their liabilities in full. FOR 8 (Eight) votes: Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Dmitry Sergeevich FEDOROV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in the transaction. Therefore, we did not take into account votes of 2 BoD members: V.N. RODIN, being a dependent director, and M.V. AZOVTSEV, being an interested person. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 16: Approval of an interested-party transaction: approval of a contract on personnel training and lodging concluded between Educating Center of IDGC of Urals, NChOU and IDGC of Urals, OAO. 1. To determine that the price of a contract on personnel training and lodging concluded between Educating Center of IDGC of Urals and IDGC of Urals, being an interested-party transaction, totals RUR , including 18% VAT RUR To approve a contract on personnel training and lodging concluded between Educating Center of IDGC of Urals and IDGC of Urals, being an interested-party transaction (hereinafter referred to as the contract, Appendix #6 hereof), under the following conditions: The Parties: IDGC of Urals, ОАО The Client; Educating Center of IDGC of Urals, NChOU The Contractor. The Subject: The services rendered by the Contractor are as follows: 10

11 Personnel training according to the Professional Training Plan prepared as Appendices #1,2 to the contract. Personnel lodging according to the interaction procedure (Appendix #3 to the contract). The Price: The overall price of the contract shall be RUR , including 18% VAT RUR , including: - Educational services (overall length less than 72 hours) - RUR , 38, including VAT RUR Educational services (overall length over 72 hours) - RUR ,19, including VAT RUR Lodging services - RUR , including VAT - RUR The Terms: The Contract shall come into force since the signing, be in force up to and cover relations since In terms of settlement of accounts till the Parties discharge their liabilities in full. FOR 7 (Seven) votes: Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. ABSTAIN - 2 (Two) votes: Mikhail Viktorovich AZOVTSEV, Dmitry Sergeevich FEDOROV. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in the transaction. Therefore, we did not take into account votes of 1 BoD member: V.N. RODIN, being a dependent director. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 17: Determination of the Company's (representatives') positions on agenda issues of the GSM and BoD sessions of the SACs. 1. To entrust the Company s representatives on the SB Permenergo BoD and GSM agenda issues to vote against the resolutions related to the liquidation of SB Permenergo. 2. The CEO of IDGC of Urals, OAO should prepare proposals regarding SB Permenergo according to BoD s resolution on (protocol #75, i.15). FOR 8 (Eight) votes: Valery Nikolayevich RODIN, Dmitry Olegovich AKHRIMENKO, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Konstantin Mikhailovich YUSHKOV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. ABSTAIN - 2 (Two) votes: Mikhail Viktorovich AZOVTSEV, Dmitry Sergeevich FEDOROV. The resolution was adopted by the majority of votes. ISSUE 18: Approval of independent appraiser candidates. 11

12 1.To approve as an independent appraiser for appraising the market value of uncompleted facility located at: 6 Brodokalmakskyi, Chelyabinsk, the Chelyabinsk region Professional Center for Appraisal and Expertise, ZAO (Legal address: 35 Ulitsa Dubininskaya, Moscow, ) under the following conditions: The price RUR , including 18%VAT RUR ; Terms - 15 (Fifteen) working days since the signing; Terms of payment advance payment under the contract equaling no more than 30% of the overall contract price prior to the works, the final sum shall be paid following the submission of positive report of self-regulating organization on the appraisal report. 2. To approve as an independent appraiser for appraising the market value of grid facilities owned by Tekhservis, OOO and planned for acquisition (according to Appendix #7 hereof) KSI Consulting, OOO (Legal address: 14 Ulitsa Turgeneva, Perm, ) under the following conditions: The price RUR , no VAT; Terms - 9 (Nine) working days since the signing; Terms of payment non-cash transfer to the settlement account of the appraiser following the approval of the appraisal report and signing of acceptance certificate within 30 (Thirty) banking days. 3. To approve as an independent appraiser for appraising the market value of имущества ОАО "МРСК Урала" (according to Appendix #7 hereof), - Western Urals Institute for Expertise, Appraisal and Audit, OOO (Legal address: 5 Ulitsa Gazety Zvezda, Perm, ) under the following conditions: The price RUR , no VAT; Terms - 10 (Ten) working days since the signing; Terms of payment non-cash transfer to the settlement account of the appraiser following the approval of the appraisal report and signing of acceptance certificate within 30 (Thirty) banking days. 4. To approve as an independent appraiser for appraising the market value of grid facilities owned by TGK-9 and planned for acquisition (according to Appendix #8 hereof), Moscow branch of Institute of Property and Financial Operations Appraisal, OOO (Legal address: 2 Ulitsa Generala Ermolova, Moscow, ), under the following conditions: The price RUR , including 18% VAT RUR ; Terms - 5 (Five) working days since the signing; Terms of payment non-cash transfer to the settlement account of the appraiser following the approval of the appraisal report and signing of acceptance certificate within 10 (Ten) banking days. ISSUE 19: Preliminary approval of the Company s interested-party transaction regarding property alienation being main assets which is not used for production, transfer, dispatching, distributing electric energy, - 2-storeyed building with a cellar (Sym. А), total area sq.m., located at: 3a Ulitsa Krasnosludskaya, Perm, the Perm region. 12

13 To approve the Company s interested-party transaction regarding property alienation being main assets which is not used for production, transfer, dispatching, distributing electric and thermal energy, - 2-storeyed building with a cellar (Sym. А), total area sq.m., located at: 3a Ulitsa Krasnosludskaya, Perm, the Perm region, under the following conditions: Alienated property - 2-storeyed building with a cellar (Sym. А), total area sq.m. (archive #59-20/ ), located at: 3a Ulitsa Krasnosludskaya, Perm, the Perm region; Book (residual) value of the alienated property as of totals RUR ; Alienation method open auction; Initial price equal to market price of the property determined by the independent appraiser KSI Consulting, OOO (Appraisal report #11-12/11), totaling RUR , including 18% VAT RUR ; Terms of payment in monetary resources prior to the transfer of right for title but within 20 (Twenty) banking days since the signing by transferring money to the settlement account of the Seller. ISSUE 20: Approval of an interested-party transaction: approval of an immovables rental contract concluded between IDGC of Urals and FSK UES. 1. To determine that the rental rate under the immovables rental contract between IDGC of Urals and FSK UES: since to totals RUR , including 18% VAT RUR ; since totals RUR , including 18% VAT, per month. 2. To approve an immovables rental contract concluded between IDGC of Urals and FSK UES, being an interested-party transaction, under the following conditions: The Parties: The Lessor IDGC of Urals, ОАО The Lessee FSK UES, ОАО The Subject: The Lessor shall transfer and the Lessee shall take into temporary possession and usage the following immovable property (hereinafter referred to as the Property): - a room in the ZES administration building with additional building, Sym. К, К1, area - 6,00 sq.m., located at 7 Pereulok Energetikov, Ekaterinburg; - a room in the ZES administration building with additional building, Sym. К, К1, area - 12,00 sq.m., located at 7 Pereulok Energetikov, Ekaterinburg; - rooms in the building with synchronous condensers with additional buildings, Sym. D, D1, D2, D3, area sq.m., located at 7 Pereulok Energetikov, Ekaterinburg. The Price: The rental rate for the use of the property since to shall total RUR , including 18% VAT RUR

14 The rental rate for the use of the property since totals RUR , including 18% VAT RUR , per month. The Lessee shall pay expenses related to property maintenance individually. The Term: The contract shall come into force since the signing and cover relations between the Parties since January 16, 2012 till December 31, FOR 9 (Nine) votes: Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Dmitry Sergeevich FEDOROV, Mikhail Viktorovich AZOVTSEV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in the transaction. Therefore, we did not take into account votes of 1 BoD member: V.N. RODIN, being a dependent director. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 21: Approval of an interested-party transaction: approval of additional agreement #1 to immovables rental contract #2521 dd concluded between IDGC of Urals and FSK UES. 1. To approve additional agreement #1 to immovables rental contract #2521 dd concluded between IDGC of Urals and FSK UES, being an interested-party transaction, under the following conditions (hereinafter referred to as the Additional agreement): The Parties: - The Lessor IDGC of Urals, ОАО - The Lessee FSK UES, ОАО. The Subject: The Lessor shall provide the Lessee with the information on all owners, including beneficiaries (including the final ones) as well as information on the executive bodies of IDGC of Urals and changes in ownership, including beneficiaries (including the final ones) as well as the membership of the executive bodies of IDGC of Urals. The Term: The Additional agreement shall come into force since the signing. FOR 9 (Nine) votes: Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Dmitry Sergeevich FEDOROV, Mikhail Viktorovich AZOVTSEV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in 14

15 the transaction. Therefore, we did not take into account votes of 1 BoD member: V.N. RODIN, being a dependent director. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 22: Approval of an interested-party transaction: approval of additional agreement #1 to contract on compensation for aerials demolition #24/2011/SE dd concluded between IDGC of Urals and FSK UES. 1. To approve additional agreement #1 to contract on compensation for aerials demolition #24/2011/SE dd concluded between IDGC of Urals and FSK UES, being an interested=party transaction (hereinafter referred to as the additional agreement), under the following conditions: The Parties: Party 1 - IDGC of Urals, ОАО; Party 2 - FSK UES, ОАО. The Subject: According to the consolidated constructing schedule of 220 kv Kalininskaya substation as of , to state item 4.1. of contract on compensation for aerials demolition #24/2011/SE dd as follows: "Till and if Party 2 fulfills item 3.2. of the contract, Party 1 shall demolish the lines. If Party 1 does not receive permission from the System Operator of the United Energy System Sverdlovskoe RDU (hereinafter referred to as RDU) on line power-cut by , Party 1 shall not be entitled to demolish the lines till it receives such permission. In this case, the term for line demolition shall be prolonged for the time equal to the postponement of permission from RDU. The Term: Additional agreement shall come into force since the signing and be an integral part of contract on compensation for aerials demolition #24/2011/SE dd FOR 9 (Nine) votes: Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Dmitry Sergeevich FEDOROV, Mikhail Viktorovich AZOVTSEV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in the transaction. Therefore, we did not take into account votes of 1 BoD member: V.N. RODIN, being a dependent director. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 23: Approval of an interested-party transaction: approval of a contract on compensation concluded between IDGC of Urals and FSK UES. 15

16 To defer the issue to a later date. FOR 9 (Nine) votes: Dmitry Olegovich AKHRIMENKO, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Dmitry Sergeevich FEDOROV, Mikhail Viktorovich AZOVTSEV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in the transaction. Therefore, we did not take into account votes of 1 BoD member: V.N. RODIN, being a dependent director. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 24: Review of a report on the execution of a BoD instruction. 1. To take into consideration a report of the CEO on reasons that influenced tender procedures (in terms of single-supplier purchase) equaling 31.4% of overall tenders in To take into account a CEO s report on measures taken to decrease single-supplier purchases down to 5%. ISSUE 25: Approval of an interested-party transaction: approval of a transportation contract concluded between IDGC of Urals and Uralenergotrans for July-August 2012 for Permenergo branch. 1. To determine that the price of a transportation contract concluded between IDGC of Urals and Uralenergotrans, being an interested-party transaction, based on the market value, totals RUR , including 18% VAT 2. To approve a transportation contract concluded between IDGC of Urals and Uralenergotrans, being an interested-party transaction (hereinafter referred to as the contract), under the following conditions: The Parties: The Client IDGC of Urals, ОАО; The Contractor Uralenergotrans, ООО. The Subject: The contractor, under the contract, shall render services using special-purpose vehicles as well 16

17 as passenger and cargo transportation of the Client and the Client shall pay for the services in an order stipulated by the contract. Services using special-purpose vehicles shall be liabilities of the Contractor with regard to the Client that are stipulated by the contract and aimed at the support of the Client s operations. Services shall be rendered by own or rented vehicles of the Contractor. Services, being the subject of the contract, shall be rendered for Permenergo branch of IDGC of Urals, OAO. The Contractor shall render the service itself under the contract. The Contractor shall be entitled to engage third parties (sub-contractors) to discharge its liabilities only following the written consent of the Client. The Price: The price of the contract shall be , including 18% VAT. The Term: The contract shall come into force since July 01, The contract shall be terminated on August 31, 2012 (according to conditions from the specification and tender documentation), or the date of contract cancellation. The Contract shall cover relations between the Parties since FOR 6 (Six) votes: Dmitry Olegovich AKHRIMENKO, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. ABSTAIN - 3 (Three) votes: Mikhail Viktorovich AZOVTSEV, Dmitry Sergeevich FEDOROV, Konstantin Mikhailovich YUSHKOV. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies a resolution on approval of the transaction is adopted by the majority of independent BoD members, with no interest in the transaction. Therefore, we did not take into account votes of 1 BoD member: V.N. RODIN, being a dependent director. A resolution on the issue is considered adopted in case the majority of independent BoD members, with no interest in the transaction, votes FOR while adopting resolution. In compliance with item 3, article 83 of Federal Law On Joint-Stock Companies, item 18.9, article 18 of the Charter the resolution was adopted. ISSUE 26: Additional and special bonus paid to the CEO as of Under item 3.4 of the Regulations on financial stimulation of the CEO of IDGC of Urals, OAO to pay 2011 additional bonus to V.N. Rodin, the Company s CEO according to Appendix #9 hereof. 2. Under item 3.5 of the Regulations on financial stimulation of the CEO of IDGC of Urals, OAO to pay 2011 special bonus to V.N. Rodin, the Company s CEO according to Appendix #10 hereof. 3. To recommend V.N. Rodin, the Company s CEO, to review the issue of financial stimulation of the senior management of the Company as of 2011, taking into account the present BoD resolution. FOR 8 (Eight) votes: Valery Nikolayevich RODIN, Dmitry Olegovich AKHRIMENKO, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Konstantin Mikhailovich YUSHKOV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. ABSTAIN - 2 (Two) votes: Mikhail Viktorovich AZOVTSEV, Dmitry Sergeevich FEDOROV. The resolution was adopted by the majority of votes. 17

18 Appendix #1: A report on 1Q 2012 business plan (including investment program) completion. Appendix #2: A CEO s report on the acquisition of energy facilities by the Company in 1Q 2012 that are not subject to BoD approval. Appendix #3: A CEO s report on non-core SAC management as of 1Q Appendix #4: A CEO s report on the implementation of the action plan dealing with the implementation of Production Asset Management System as of 1Q Appendix #5: A CEO s report on the execution of BoD resolutions in 1Q Appendix #6: A contract on personnel training and lodging concluded between Educating Center of IDGC of Urals, NChOU and IDGC of Urals, OAO. Appendix #7: Property planned for acquisition under the contract. Appendix #8: Grid facilities owned by TGK-9 and planned for acquisition. Appendices #9,10: Additional and special bonus. Appendices #11-19: Questionnaires of the following BoD members: Valery Nikolayevich RODIN, Dmitry Olegovich AKHRIMENKO, Mikhail Viktorovich AZOVTSEV, Konstantin Mikhailovich YUSHKOV, Andrey Evgenyevich MUROV, Aleksey Yuryevich VORONIN, Taras Vyacheslavovich SHEVCHENKO, Dmitry Sergeevich FEDOROV, Mikhail Yuryevich KURBATOV, Sergey Evgenyevich YURCHUK. A person presiding over the BoD session Corporate Secretary А.Е. MUROV S.A. GUSAK The protocol was compiled on: