Interregional distributive grid company of urals

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OPEN JOINT-STOCK COMPANY

INTERREGIONAL DISTRIBUTIVE

GRID COMPANY OF URALS

140 MAMINA SIBIRYAKA ULITSA

EKATERINBURG 620026

TEL (343)215-26-00, FAX (343) 215-26-61

THE BOARD OF DIRECTORS

P R O T O C O L # 6 0

Of BoD session

ОАО “IDGC of Urals”

Session form – joint presence.

Session date: October 21, 2009.

Protocol date: October 22, 2009.

Starting time: 11.00 a.m.

End time: 12.00 a.m.

Session place: Office 525, 1-26 Ulansky Pereulok, Moscow.

Number of the BoD members: 11.

Number of the BoD members that took part in the session - 8:

Nikolai Nikolayevich SHVETS, Sergey Nikolayevich POPOVSKY, Valery Nikolayevich RODIN,

Andrei Borisovich LUKIN, Yuri Nikolayevich PANKSTYANOV, Aleksey Vladimirovich

DEMIDOV, Konstantin Vladimirovich SHEVCHENKO, Svetlana Andreevna MURAVYOVA.

Number of the BoD members that did not take part in the session - 3:

Petr Mikhailovich EROKHIN, Sergey Nikolayevich IVANOV, Valery Mukhamedovich SHOGENOV.

V.M. SHOGENOV, a BoD member, forwarded a written opinion on the agenda issues.

Number of the BoD members that participated in the voting is 8 out of 11 elected BoD members.

Quorum for holding a BoD session is no less than a half of the elected BoD members (item

18.12., article 18, the Charter of ОАО “IDGC of Urals”). Quorum for decision-taking on all agenda

issues reached.

Anna Alekseevna KOZLOVA, a representative of Russian Federal Antimonopoly Service, Head

of FAS in Chelyabinsk region, did not forward her written opinion in the agenda issues.

Invited persons:

Representatives from ОАО “IDGC of Urals”:

- A.G. CHIRKOV, assistant to the General Director of ОАО “IDGC of Urals’.

Representatives from ОАО “IDGC Holding”:

- A.Y. PEREPELKIN, Deputy General Director for Corporate Governance and Property at ОАО

“IDGC Holding”.

First agenda issue:

АФ/ИА/ДКУ/ф.8/р.1

- S.V. SHPILEVOY, Deputy Head of Productive Control and Labor Protection Directorate at ОАО

“IDGC Holding”.

АФ/ИА/ДКУ/ф.8/р.1

Second agenda issue:

- Natalya Ilyinichna ERPSHER, Head of Organization Development Directorate at ОАО “IDGC

Holding”.

Third agenda issue:

Vladimir Vasilyevich KUZNETSOV, Head of Strategy and Development Center at ОАО

“IDGC Holding”,

Vadim Vladimirovich KARPENKO, Head of Property Management Department at ОАО

“IDGC Holding”,

Sergey Evgenyevich YURCHUK, Director for finance at ОАО “IDGC Holding”.

Fourth agenda issue:

Sergey Evgenyevich YURCHUK, Director for finance at ОАО “IDGC Holding”.

Fifth agenda issue:

Sergey Evgenyevich YURCHUK, Director for finance at ОАО “IDGC Holding”.

Representatives from minority shareholders:

- D.S. FEDOROV, Investment analyst at Moscow Representative Office “EDM Electricity

Distribution Management (Cyprus) Limited”

The Corporate Secretary: S.А. Gusak

Agenda:

Determination of membership and election of the BoD Reliability Committee.

Introduction of changes to the Management Board and election of the MB members.

Approval of the Regulations on housing and utility objects management in ОАО “IDGC of

Urals”.

Approval of the procedure for debt parameter limit calculation.

Determination of the Company’s position (or the Company representatives’ positions) on

agenda issues of AGM and BoD sessions in SACs.

ISSUE #1: Determination of membership and election of the BoD Reliability Committee.

REPORT: V.N. RODIN, the CEO of ОАО “IDGC of Urals”.

Resolution:

To determine the membership of the Reliability Committee containing 6 (Six) persons.

To elect the following persons to the Reliability Committee:

Olga Valentinovna

ZUIKOVA

Head of Production Control and Labor Protection Department at ОАО

"Holding MRSK"

Yuri Vyacheslavovich

LEBEDEV

Deputy General Director for Technical Issues – Chief Operating Officer at

ОАО “IDGC of Urals”

Viktor Yakovlevich

OVCHINNIKOV

Deputy Chief Engineer for Technical Monitoring, Production Control and

Labor Protection at ОАО "IDGC of Urals"

Evgeny Vladimirovich

LUGOVOY

Investment analyst at Moscow representative office of "E.D.M. Electricity

Distribution Management (Cyprus) Limited"

Aleksandr Nikolayevich

FILINKOV

Director for mode management – chief subsidiary dispatcher at ОАО “SO

UES” ODO of Urals

Aleksandr Mikhailovich

ERMAKOV

Head of section at Department for Capital Investment at ОАО “Holding

IDGC”

To elect O.V. Zuikova the Committee Chairperson.

VOTING RESULTS:

АФ/ИА/ДКУ/ф.8/р.1

“FOR” - 8 (Eight) votes: Nikolai Nikolayevich SHVETS, Sergey Nikolayevich POPOVSKY, Valery

Nikolayevich RODIN, Andrei Borisovich LUKIN, Yuri Nikolayevich PANKSTYANOV, Aleksey

Vladimirovich DEMIDOV, Konstantin Vladimirovich SHEVCHENKO, Svetlana Andreevna

MURAVYOVA..

“AGAINST” - 0 (Zero) votes.

“ABSTAIN” - 0 (Zero) votes.

The resolution on issue #1 is taken by the majority of the BoD members’ votes participating in the

session (voting).

The resolution was taken unanimously.

ISSUE #2: Introduction of changes to the Management Board and election of the MB members.

REPORT: V.N. RODIN, the CEO of ОАО “IDGC of Urals”.

During the discussion of the issue A.V. Demidov, S.N. Popovsky, K.V. Shevchenko aired their

opinions on expediency of introducing Deputy General Directors – Directors of Subsidiaries into the

Management Board. The speaker was asked qualifying questions on the MB activity arrangement in

ОАО “IDGC of Urals”.

The speaker answered all BoD members’ questions.

Resolution:

To introduce changes into the Management Board approved by the BoD’s resolution on April 16,

2008 (Protocol #39 dated 16.04.08) and determine the membership containing 10 persons.

To elect the persons below into the Management Board of the Company:

•

Evgeny Gennadyevich POPOV, Deputy General Director for Corporate Governance ОАО

“IDGC of Urals”;

•

Oleg Borisovich MOSHINSKY, Deputy General Director – Director of Sverdlovenergo

Subsidiary at ОАО “IDGC of Urals”;

•

Oleg Mikhailovich ZHDANOV, Deputy General Director – Director of Permenergo

Subsidiary at ОАО “IDGC of Urals”;

•

Igor Vladimirovich BUTAKOV, Deputy General Director – Director of Chelyabenergo

Subsidiary at ОАО “IDGC of Urals”.

VOTING RESULTS:

“FOR” - 8 (Eight) votes: Nikolai Nikolayevich SHVETS, Sergey Nikolayevich POPOVSKY, Valery

Nikolayevich RODIN, Andrei Borisovich LUKIN, Yuri Nikolayevich PANKSTYANOV, Aleksey

Vladimirovich DEMIDOV, Konstantin Vladimirovich SHEVCHENKO, Svetlana Andreevna

MURAVYOVA..

“AGAINST” - 0 (Zero) votes.

“ABSTAIN” - 0 (Zero) votes.

The resolution on issue #2 is taken by the majority of the BoD members’ votes participating in the

session (voting).

The resolution was taken unanimously.

ISSUE #3: Approval of the Regulations on housing and utility objects management in ОАО

“IDGC of Urals”.

REPORT: V.N. RODIN, the CEO of ОАО “IDGC of Urals”.

АФ/ИА/ДКУ/ф.8/р.1

During the discussion of the issue A.V. Demidov, S.N. Popovsky, K.V. Shevchenko, S.A.

Muravyova, A.B. Lukin aired their opinions. N.N. Shvets, the BoD Chairperson, addressed qualifying

questions to the invited persons – V.V. Kuznetsov, А.Y. Perepelkin, V.V. Karpenko. Then, participants

came to a conclusion that the issue was important for the Company and should be resolved soon. The

participants also agreed that the Regulations needed some alterations appeared during a preliminary

review of the Regulations by the Strategy and Development Committee. The BoD Chairperson

proposed to review the adjusted Regulations by the Strategy and Development Committee followed by

the BoD’s review no later than December 01, 2009.

Resolution:

Taking into consideration the resolution taken by the Strategy and Development Committee, to entrust

the CEO of ОАО “IDGC of Urals” to elaborate on the Regulations and, till December 01, 2009 to

submit it once more to the BoD following a preliminary review by the Strategy and Development

Committee.

VOTING RESULTS:

“FOR” - 8 (Eight) votes: Nikolai Nikolayevich SHVETS, Sergey Nikolayevich POPOVSKY, Valery

Nikolayevich RODIN, Andrei Borisovich LUKIN, Yuri Nikolayevich PANKSTYANOV, Aleksey

Vladimirovich DEMIDOV, Konstantin Vladimirovich SHEVCHENKO, Svetlana Andreevna

MURAVYOVA..

“AGAINST” - 0 (Zero) votes.

“ABSTAIN” - 0 (Zero) votes.

The resolution on issue #3 is taken by the majority of the BoD members’ votes participating in the

session (voting).

The resolution was taken unanimously.

ISSUE #4: Approval of the procedure for debt parameter limits calculation.

REPORT: V.N. RODIN, the CEO of ОАО “IDGC of Urals”.

During the discussion of the issue A.V. Demidov asked qualifying questions with regard to the

Company’s plans on debts in 4Q 2009.

The speaker answered all the questions.

Decision:

To approve the procedure for 4Q 2009 debt parameter limits calculation according to Appendix

#1 to the present BoD resolution.

To determine that debt parameter limits include interest, all fees, consulting and other expenses

on raising and/or arranging financing.

VOTING RESULTS:

“FOR” - 8 (Eight) votes: Nikolai Nikolayevich SHVETS, Sergey Nikolayevich POPOVSKY, Valery

Nikolayevich RODIN, Andrei Borisovich LUKIN, Yuri Nikolayevich PANKSTYANOV, Aleksey

Vladimirovich DEMIDOV, Konstantin Vladimirovich SHEVCHENKO, Svetlana Andreevna

MURAVYOVA..

“AGAINST” - 0 (Zero) votes.

“ABSTAIN” - 0 (Zero) votes.

The resolution on issue #4 is taken by the majority of the BoD members’ votes participating in the

session (voting).

АФ/ИА/ДКУ/ф.8/р.1

5

The resolution was taken unanimously.

ISSUE #5: Determination of the Company’s position (or the Company representatives’ positions)

on agenda issues of AGM and BoD sessions in SACs.

REPORT: V.N. RODIN, the CEO of ОАО “IDGC of Urals”.

During the discussion of the issue K.V. Shevchenko and S.A. Muravyova aired their opinions.

The speaker was asked qualifying questions regarding transportation services in ОАО “EESK”.

The speaker answered all the questions.

Resolution:

To entrust representatives of ОАО “IDGC of Urals” in the BoD of ОАО “Ekaterinburg Electric

Grid Company” on the agenda issue of a regular BoD session ОАО “Ekaterinburg Electric Grid

Company”:

Approval of insurer for ОАО “Ekaterinburg Electric Grid Company”.

To vote “FOR” when taking the following resolution:

1. To approve the following companies as insurers of ОАО “Ekaterinburg Electric Grid Company”:

- OAO “Insurance Company “Energogarant”, place of residence and postal address: 23

Sadovnicheskaya Naberezhnaya, Moscow, 115035 – optional insurance of the vehicles belonging

to ОАО “Ekaterinburg Electric Grid Company”.

- OAO “Alfastrakhovanie”, place of residence and postal address: 31B Shabolovka Ulitsa,

Moscow, 115162 – compulsory motor insurance of the vehicles belonging to ОАО “Ekaterinburg

Electric Grid Company”.

VOTING RESULTS:

“FOR” - 8 (Eight) votes: Nikolai Nikolayevich SHVETS, Sergey Nikolayevich POPOVSKY, Valery

Nikolayevich RODIN, Andrei Borisovich LUKIN, Yuri Nikolayevich PANKSTYANOV, Aleksey

Vladimirovich DEMIDOV, Konstantin Vladimirovich SHEVCHENKO, Svetlana Andreevna

MURAVYOVA..

“AGAINST” - 0 (Zero) votes.

“ABSTAIN” - 0 (Zero) votes.

The resolution on issue #5 is taken by the majority of the BoD members’ votes participating in the

session (voting).

The resolution was taken unanimously.

Appendices:

Appendix #1: The procedure for 4Q 2009 debt parameter limits calculation.

Appendix #2: Presentation on agenda issues.

Appendix #3: Written opinion of V.M. Shogenov, a BoD member.

The BoD Chairperson

N.N. Shvets

The Corporate Secretary S.А. Gusak

The Protocol compiled on 22.10.2009.

Document Outline

ОАО “IDGC of Urals”
- Resolution:
- Resolution:
- Resolution:
- Decision:
- Resolution:

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