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- Licensing of the Operation of Hazardous Facilities
- Licensing of Underground Water Use
- Environmental Regulation
- Ecological Impact Assessment
- Environmental Protection Programs
- Regulation of Real Estate
- State Registration of Real Estate and Transactions Involving Registered Real Estate
- Regulation of the Sale and Lease of Real Estate
The anti-monopoly legislation of the Russian Federation is based primarily on the Competition Law and
other federal laws and regulations governing anti-monopoly issues. The anti-monopoly legislation is
intended to prevent and terminate any monopolistic operations and unfair competition.
In general, anti-monopoly restrictions for entities operating in Russia include, inter alia, the following:
(i) prohibitions on setting and maintaining high or low monopoly prices for goods; (ii) withdrawal of
goods from the market if such withdrawal results in price increases; (iii) curtailment or discontinuance of
production of goods that is not economically or technologically justiﬁed if there is demand for such goods
or if orders have been placed for their supply, and it is possible to continue to produce them at a proﬁt;
(iv) setting of different prices (or tariffs) for the same goods that are not economically, technologically or
otherwise justiﬁed; and (v) creation of discriminatory conditions.
The Competition Law requires pre-approval by the anti-monopoly authorities of the following actions:
• acquisition by a person (or its group) of more than 25% of the voting shares of a joint stock company
participation interest in a limited liability company) and subsequent increase of such stakes up to
more than 50% and more than 75% of the voting shares (
participation interest in a limited
liability company); or acquisition by a person (or its group) of the core production assets or intangible
assets of an entity if the balance sheet value of such assets exceeds 20% of the total balance sheet value
of the core production and intangible assets of such entity; or obtaining rights to determine the
conditions of business activity of an entity or to exercise the powers of its executive body by a person
(or its group), if the aggregate asset value of an acquirer (or its group) together with a target (or its
group) exceeds RUB 3 billion or the total annual revenues of such acquirer (or its group) and the target
(or its group) for the preceding calendar year exceed RUB 6 billion and at the same time the total asset
value of the target (or its group) exceeds RUB 150 million; or if an acquirer, and/or a target, or any
entity within the acquirer’s group or a target’s group are included in the Register of Entities with a
Market Share in Excess of 35% in a Particular Commodity Market (the ‘‘Anti-monopoly Register’’);
• mergers and consolidations of entities, if their aggregate asset value (the aggregate asset value of the
groups to which they belong) exceeds RUB 3 billion; or total annual revenues of such entities (groups
to which they belong) for the preceding calendar year exceed RUB 6 billion or if one of these entities
is included in the Anti-monopoly Register; and
• foundation of an entity, if its charter capital is paid by shares (participation interest) or assets of another
entity and such newly founded entity acquires the rights in respect of such shares (participation interest)
or assets as speciﬁed in item (i) above, provided that (a) the aggregate asset value of the founders
(groups to which they belong) and the entities (groups to which they belong) whose shares
(participation interest) and/or assets are contributed to the charter capital of the newly founded entity
exceeds RUB 3 billion; (b) total annual revenues of the founders (group to which they belong) and the
entities (groups to which they belong) whose shares (participation interest) or assets are contributed to
the charter capital of the newly founded entity for the preceding calendar year exceed RUB 6 billion;
or (c) if an entity whose shares (participation interest) or assets are contributed to the charter capital
of the newly founded entity is included in the Anti-monopoly Register.
The Competition Law provides for a mandatory post-transaction notiﬁcation (within 45 days of the
closing) of the anti-monopoly authorities in connection with the following: (i) actions speciﬁed in item
(i) above, if the aggregate asset value or total annual revenues of an acquirer (its group) and a target (its
group) for the preceding calendar year exceed RUB 200 million and at the same time the total asset value
of the target (its group) exceeds RUB 30 million or if an acquirer, and/or target or any entity within the
acquirer’s group or a target’s group are included in the Antimonopoly Register; and (ii) actions speciﬁed
in item (ii) above if their aggregate asset value or total annual revenues for the preceding calendar year
exceed RUB 200 million.
As a condition to issuing approvals for the above transactions, FAS may impose on the applicants certain
conditions aimed at protection of competition, including restrictions on conducting business, such as
limitations on prices, geographical expansion, entering into associations and agreements with competitors.
Furthermore, the Competition Law establishes a regulatory framework for companies with dominant
positions in certain markets aimed at protecting competition in such markets. The Competition Law
establishes several criteria for determining whether an entity together with its group has a dominant
position in a particular commodity market. An entity holding a dominant position in a particular
commodity market is prohibited from abusing such a position through, among other things, ﬁxing or
maintaining a monopolistically high or low price of goods or creating discriminatory conditions. FAS is
also authorized to issue binding orders to companies violating the applicable anti-monopoly regimes
(including orders requiring a spin-off or split up of business).
The Electricity Industry Law sets forth speciﬁc anti-monopoly regulations in relation to the wholesale and
retail electricity markets. The purpose of such rules is to prevent price manipulation, agreements between
electricity sellers regarding establishment and maintenance of unfair prices and discriminatory or
unjustiﬁed refusal to supply electricity or render services in the electricity market.
The participants in the wholesale and retail markets (except for household consumers) are required to
provide to the FAS and its regional divisions information speciﬁed in the applicable rules of disclosure of
information by the participants in the wholesale and retail electricity markets (see ‘‘— Electricity Industry
Regulation — Disclosure of Information in the Wholesale Electricity Market’’) and to provide unlimited
access to any other business information. With respect to an electricity seller or a group of sellers that
owns generating facilities with installed electric capacity that accounts for 35% or more of the installed
electric capacity of the facilities within one pricing zone and takes coordinated actions in violation of
anti-monopoly regulations or otherwise violate anti-monopoly regulations, the Russian government may
take the following measures:
• introduce state regulation of prices (tariffs) for a period of up to six months; and
• require the split-up of the electricity seller which owns generating facilities with installed electric
capacity that accounts for 35% or more of the installed electric capacity of the facilities within one
Licensing of Operations
The Subsidiaries are required to obtain certain licenses, authorizations and permits from Russian
governmental authorities for their operations. In particular, many of the Subsidiaries require licenses for
the operation of hazardous industrial facilities. It is anticipated that the licensing regime for the operation
of hazardous industrial facilities will be replaced by technical regulations issued under the Federal Law
of December 27, 2002 ‘‘On Technical Regulation’’, as amended (the ‘‘Technical Regulation Law’’). As of
the date of this Information Statement, these technical regulations have not been introduced, and the
operation of hazardous industrial facilities continues to be conducted on the basis of licenses issued under
the Licensing Law and the regulations introduced thereunder (the ‘‘Licensing Regulations’’).
Licensing of the Operation of Hazardous Facilities
Licenses for the operation of hazardous industrial facilities are issued by the Federal Service for
Ecological, Technological and Nuclear Supervision. This authority also monitors compliance with
legislation governing atmospherical emissions and waste management, sets limits on waste disposal and
maintains a register of hazardous industrial facilities. Under the Licensing Law and the Licensing
Regulations, licenses are issued for a term of ﬁve years and may be extended upon the application of the
licensee. The issuance of the license is subject to completion of an industrial safety declaration and a state
industrial safety review. See ‘‘—Health and Safety’’.
In the event that a licensee breaches the terms of its license, the licensing authorities may seek a court
order to suspend that license. If, following a suspension of that license, the licensee fails to cure the
relevant breach within the prescribed period, the licensing authorities may seek a court order to terminate
Licensing of Underground Water Use
Users of underground water resources in the Russia require a subsoil license issued under the Law ‘‘On
Subsoil’’ No. 2395-1 dated February 21, 1992, as amended (the ‘‘Subsoil Law’’), and the regulations
adopted thereunder. Licenses for use of underground water are currently issued by the Federal Agency
for Subsoil Use following a decision process which involves representatives of the federal and regional
subsoil authorities. Licenses may be granted for a term of up to twenty ﬁve years. The conditions of a
subsoil license, including its term, may only be amended by further application to the licensing authorities.
The user must also enter into an agreement with the licensing authorities which sets out further terms of
use of the relevant resources. In addition, the licensee is required to hold a right of use (through
ownership, lease or otherwise) to the land plot where the licensed deposit is located.
In the event of repeated breaches by the licensee of the applicable regulations or the material terms of
the license, as well as upon the occurrence of certain emergency situations, the licensing authorities may
amend, suspend or terminate the license, and such breaches may also result in the imposition of ﬁnes.
The Water Code of the Russian Federation No. 74-FZ dated June 3, 2006, which came into force on
January 1, 2007 (the ‘‘Water Code’’), does not require licensing of surface water use. However, previously
issued licenses remain in force until their expiration. Under the Water Code, surface water use may be
effected either on the basis of (i) a water use agreement concluded with state or local authorities, (ii) a
decision of state or local authorities on granting rights to the use of surface water or (iii) without any such
agreements or decisions, depending on the purpose of surface water use. An agreement on water use may
be concluded for a period of up to 20 years.
The Technical Regulation Law introduces new rules relating to the development, enactment, application
and enforcement of mandatory requirements concerning products, the manufacturing, storage,
transportation, selling and utilization of products and processes and the instruments regulating the quality
of products and processes, such as technical regulations, standards and certiﬁcation.
One of the methods of ensuring consistent quality product and service, as well as improving customer
satisfaction, is the establishment of an effective management system for the Subsidiaries, based on the
introduction of quality management systems in accordance with ISO 9000:2000 international standards
and equivalent Russian standards.
Technical regulations set forth mandatory requirements for different products and processes. In addition,
detailed characteristics of different products and processes are established according to national standards
and standards of organizations. Following their adoption, technical regulations and standards will replace
the previously adopted state standards (the ‘‘GOSTs’’). Since, however, most technical regulations have
not yet been adopted, the existing federal laws and regulations, including GOSTs, establishing
requirements for different products and processes shall remain mandatory to the extent they facilitate
protection of heath, life, property and environment and prevent actions which may mislead consumers.
Moreover, the federal standardization authority, Roscomstandard, has declared GOSTs and interstate
standards adopted before July 1, 2003 as national standards.
Compliance with the requirements of technical regulations, standards and terms of contracts is conﬁrmed
by mandatory or voluntary certiﬁcation. Mandatory certiﬁcation is given through either the issuance of a
compliance certiﬁcate or the certiﬁcation by the respective authority of a compliance declaration.
Mandatory certiﬁcation conﬁrms compliance only with the requirements of a technical regulation and
only when such certiﬁcation is prescribed by the respective technical regulation. Such technical
regulations have not been adopted yet, and currently the list of products subject to obligatory certiﬁcation
is established by Government Resolution No. 1013 dated August 13, 1997, as amended. Electricity is
currently included in this list.
In contrast, a voluntary certiﬁcation is carried out at the request of a particular company and is done so
in order to conﬁrm the compliance of products and processes with the requirements of different standards
and terms of contracts. Voluntary certiﬁcation is carried out by an authorized certifying authority, which
issues a compliance certiﬁcate and grants to an applicant the right to use a compliance mark.
The Subsidiaries are subject to laws, regulations and other legal requirements relating to the protection
of the environment, including those governing the discharge of substances into the air and water, the
management and disposal of hazardous substances and waste, the clean-up of contaminated sites and the
protection of ﬂora and fauna. Environmental protection in Russia is regulated primarily by the Federal
Law ‘‘On Environmental Protection’’ No. 7-FZ dated January 10, 2002, as amended (the ‘‘Environmental
Protection Law’’), as well as by a number of other federal and local legal acts. The Russian government,
the Ministry of Natural Resources, the Federal Service for Supervision of Use of Natural Resources, the
Federal Service for Ecological, Technological and Nuclear Supervision, the Federal Service for
Hydrometrology and Environmental Monitoring, the Federal Agency on Subsoil Use, the Federal
Agency on Forestry and the Federal Agency on Water Resources (along with their regional branches), as
well as other state authorities and public and non-governmental organizations, are responsible for the
monitoring, implementation and enforcement of relevant environmental laws and regulations.
The Environmental Protection Law establishes a ‘‘pay-to-pollute’’ regime administered by federal and
local authorities. Additional payment obligations may arise under the Water Code, the Federal Law ‘‘On
the Wastes of Production and Consumption’’ No. 89-FZ dated June 24, 1998, as amended, and the Federal
Law ‘‘On Atmospheric Air Protection’’ No. 96-FZ dated May 4, 1999, as amended.
The Russian government, the Ministry of Natural Resources and the Federal Service for Ecological,
Technological and Nuclear Supervision have established standards which govern the permissible impact
of industrial and other business activities on the environment. They have also determined limits for
emissions and disposal of hazardous substances, waste disposal and soil and subsoil contamination.
Companies must develop their own pollution standards on the basis of these statutory standards, as
modiﬁed to take into account the type and scale of the environmental impact of their operations. These
standards must then be submitted for approval by the Federal Service for Ecological, Technological and
Nuclear Supervision, which, in the event that those standards do not comply with the relevant regulations,
may itself determine the applicable limit for pollution and require the company to prepare and submit a
program for the reduction of emissions or disposals to the prescribed limit. The emission reduction
program is generally required to be implemented within a speciﬁed period. If, by the end of that period,
the company still exceeds the prescribed limit, a new emission reduction program must be submitted for
Payments are assessed on a sliding scale, ranging from pollution within the standards (the lowest fees)
through pollution within individually approved limits (higher fees) to pollution in excess of those limits
(the highest fees). Payments must be made on a quarterly basis, and any failure to make such payments
when due may lead to an administrative ﬁne of up to RUB 10,000. These payments do not relieve the
relevant company from its responsibility to implement environmental protection measures and undertake
restoration and clean-up activities.
The Federal Service for the Supervision of the Use of Natural Resources, the Federal Service for
Environmental, Technological and Nuclear Supervision, the Federal Service for Hydrometrology and
Environmental Monitoring, the Federal Agency on Subsoil Use, the Federal Agency on Forestry and the
Federal Agency on Water Resources (along with their regional branches) are involved in environmental
control and the implementation and enforcement of relevant laws and regulations. The Russian
government, including the Ministry of Natural Resources, is responsible for coordinating the activities of
the regulatory authorities in this area. Such regulatory authorities, along with other state authorities,
individuals and public and non-governmental organizations, also have the right to initiate lawsuits for
compensation for damage caused to the environment.
Ecological Impact Assessment
A company intending to conduct activities that may have an adverse impact on the environment must
perform an ecological impact assessment of those activities in accordance with the Environmental
Protection Law and certain ancillary regulations. The authorities are also required to assess those
activities to develop a program to ensure compliance with applicable environmental legislation. A failure
to obtain the required assessments or any subsequent non-compliance with the prescribed program may
result in administrative ﬁnes of up to RUB 15,000, as well as certain other liabilities.
See ‘‘—Environmental Liability’’.
If the operations of a company breach environmental requirements or cause harm to the environment or
any individual or legal entity, a court action may be brought to limit or prohibit those operations and
require the company to remedy the effects of the breach. The statute of limitations for such actions is
20 years. Any company and/or the employees of such company that fail to comply with environmental
regulations may be subject to administrative and/or civil liability, including ﬁnes and clean-up orders, and
individuals may also incur criminal liability in such circumstances. Certain Subsidiaries have, in the past,
been subject to ﬁnes in relation to breaches of environmental regulations. Although no court actions or
ﬁnes have had, individually or in aggregate, a material adverse effect on the Subsidiaries or their business
and results of operations, there can be no assurance that any such court actions or ﬁnes will not have a
material effect on the Subsidiaries in the future.
Environmental Protection Programs
Each of the Subsidiaries has been developing and implementing environmental protection programs,
either its own programs or within the framework of the RAO UES Group’s programs, in order to
minimize the environmental impact of its operations. These programs have included the introduction of
new industrial technologies, the repair and reconstruction of industrial water supply systems, and the
recycling of water.
Regulation of Real Estate
At the present time, most land in Russia is owned by the state or the Russian regions and municipalities,
and only a small proportion of land is in private ownership. A relatively higher proportion of buildings
and similar real estate is privately owned due to less restrictive regulatory regime which applies to such
Land Use Rights
Russian legislation prohibits the conducting of any commercial activity on a land plot without appropriate
land use rights.
Under the Land Code of the Russian Federation No. 136-FZ dated October 25, 2001, as amended (the
‘‘Land Code’’), companies generally have one of the following rights to the use of land in the Russian
Federation: (1) ownership; (2) right of free use for a ﬁxed term; or (3) lease. A majority of land plots in
the Russian Federation are owned by federal, regional or municipal authorities, which, through public
auctions or tenders or through private negotiations, can sell, lease or grant other use rights to the land to
third parties. Companies that obtained the right to perpetually use a given plot of land prior to the
enactment of the Land Code are required, by January 1, 2008, either to purchase the land from, or to enter
into a lease agreement with, the relevant federal, regional or municipal authority owning the land.
Details of land plots, including their measurements and boundaries, are recorded in a uniﬁed register, or
cadastre. As a general rule, a state cadastre number must be obtained for a land plot as a condition to
selling, leasing or otherwise transferring interests in that plot. As described below, a separate register is
maintained for the registration of all real estate and transactions relating to that real estate.
All land is categorized as having a particular designated purpose, for example agricultural land, land for
use by industrial enterprises, power companies and communication companies, land for military purposes,
forestry land and reserved land (i.e. land which is owned by the state but which may be transferred to any
of the other categories). Land may only be used in accordance with the purpose designated by the relevant
Under the Land Code, land plots owned by the state or municipalities may generally be sold or leased to
Russian and foreign individuals or legal entities. However, certain land plots owned by the state may not
be sold or leased to the private sector and are referred to as being ‘‘withdrawn from commerce’’ (for
example, natural reserves and land used for military purposes). Other land plots may be subject to
ownership restrictions which stipulate that such plots may be held by the private sector only under a lease
(for example, land reserved for cultural heritage).
Most of the Subsidiaries’ facilities are situated on energy land. In accordance with the Land Code, energy
land must be used for the operation of energy facilities. Land plots can be provided for:
• hydroelectric stations, nuclear power stations, nuclear material and radioactive substance storage
facilities, radioactive waste storage facilities, thermal generation stations and other generation stations,
as well as structures and facilities servicing them; or
• facilities of the electricity network sector and other electricity facilities as provided by the Russian
Under Russian law, it is possible that the ownership rights to a building and the land plot on which it is
constructed may not be held by the same person or entity. In such circumstances, the owner of that
building, as a general rule, has the right of permanent use over the relevant portion of that plot of land,
unless otherwise determined by law, contract or the regulatory decision which determined the allocation
of that plot of land. Moreover, an owner of a building or plot of land may request that the owner of an
adjoining plot of land grant rights in favor of that ﬁrst owner. In addition, federal, regional or municipal
authorities may exercise similar rights in the interests of the state, municipality or local population.
State Registration of Real Estate and Transactions Involving Registered Real Estate
The Federal Registration Service maintains the Uniﬁed State Register of Rights to Immovable Property
and Transactions Therewith (the ‘‘Register of Rights’’). Under the Federal Law ‘‘On State Registration
of Rights to Immovable Property and Transactions Therewith’’ No. 122-FZ dated July 21, 1997, as
amended, registration with the Register of Rights is, among other things, required for: (i) buildings,
facilities, land plots and other real estate; and (ii) speciﬁed transactions involving such registered real
estate, including the establishment of trusts, sales, mortgages, as well as leases for a term of not less than
one year. Registration is effected in the Russian region where the property is located, and rights to the
relevant real estate are acquired only upon such state registration. A failure to register a transaction which
requires state registration generally results in the transaction being rendered null and void.
Regulation of the Sale and Lease of Real Estate
The Civil Code requires that agreements for the sale or lease of buildings expressly set out the price of
such sale or lease. In relation to leases, both the rights granted by the lease and the lease agreement (other
than lease agreements for a term of less than one year) require registration. In relation to sales, only the
transfer of ownership effected by the relevant sale (but not the sale agreement itself) requires registration.
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