“Interregional Distribution Grid Company of Centre”, Joint-Stock Company

4/2 Glukharev Lane, Moscow, 129090

Tel.: reception (495) 747 92 90, (495) 747 92 96, contact centre: (495) 747 92 92 (4722) 30 40 60;

Fax: (495) 747 92 95, e-mail: , http//www.mrsk-1.ru

Primary State Registration Number (OGRN) 1046900099498

Taxpayer Identification Code (INN) 6901067107

MINUTES

of meeting of the Board of Directors of IDGC of Centre, JSC

(in person and in absentia voting)

14 September, 2009

No. 14/09

Moscow

Form of the meeting: in person and in absentia.

Venue: 4/2 Glukharev Lane, Moscow (conference hall)

Time – 16:00 (Moscow time)

Total number of members of the Board of Directors: 11 persons

Present: S.N. Ivanov, S.B. Kosarev, E.F. Makarov, S.N. Popovsky (on items 1-2), S.B. Starchenko, S.B. Syutkin, R.A. Filkin.

The written opinion (questionnaire) of the members of the Board of Directors: A.M. Branis, S.N. Popovsky, (on items 3-6), T.A. Seliverstova, D.A. Spirin, M.G. Tikhonova was taken into account at psephology.

Absent and did not provide questionnaires: none.

The quorum: is present.

Date of the minutes: 17.09.2009

Present invited persons:

Representatives of IDGC Holding, JSC:

1.  Alexei Vladimirovich Sergutin – Director for Economy.

2.  Sergei Evgenievich Yurchuk– Director for Finance.

Representatives of management of IDGC of Centre, JSC:

3.  Sergey Alexandrovich Arkhipov – Deputy Chairperson of the Management Board, First Deputy General Director.

4.  Sabir Rafikovich Agamaliev – Member of the Management Board, Deputy General Director for Logistic Support.

5.  Evgeny Alexeyevich Bronnikov - Member of the Management Board, Deputy General Director for Economy and Finance.

6.  Konstantin Viktorovich Kotikov - Member of the Management Board, Deputy General Director for the Corporate Governance.

7.  Rustem Leronovich Nabiullin - Member of the Management Board, Deputy General Director for the Capital Construction.

8.  Tatyana Anatolievna Kulbakina – Director for Corporate Relations.

9.  Evgeny Alexandrovich Ochkasov – Chief of the department for interaction with shareholders.

10.  Dmitry Mikhailovich Gilev – Chief of the Economy Department.

11.  Pavel Sergeevich Tovkach – Head of the Division of Assets Transactions Guarantee of the Property Management Department.

12.  Roman Rudolfovich Smirnov – Principal specialist of the department for the Capital Construction.

Absence of remarks concerning the materials and draft resolutions from supervisor of the Federal Antimonopoly Service of the Russian Federation V.G. Korolev was taken into account at drawing up of the minutes.

Agenda:

1.  Approval of the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for 2008.

2.  Approval of the report of the Company’s General Director on execution of the Investment Program for 2008.

3.  Approval of the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for the 1st quarter 2009.

4.  Approval of the report of the Company’s General Director on execution of the Investment Program for the 1st quarter 2009.

5.  Approval of the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for the 2nd quarter 2009.

6.  Approval of the report of the Company’s General Director on execution of the Investment Program for the 2nd quarter 2009.

The meeting of the Board of Directors was held under the guidance of the Chairman of the Board of Directors Sergey Borisovich Kosarev.

There was made the audio record of this meeting of the Company’s Board of Directors which is kept in the materials to present meeting of the Company’s Board of Directors.

After the Chairperson of the Company’s Board of Directors S.B. Kosarev had announced the quorum and the order of psephology on items on the agenda in person and in absentia the meeting of the Company’s Board of Directors was opened.

ITEMNo.1: Approval of the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for 2008.

Rapporteur: E.F. Makarov – Chairperson of the Management Board, General Director of the Company.

Co-rapporteur: E.A. Bronnikov – Member of the Management Board, Deputy General Director for Economy and Finance.

Report (presentation) on item is kept in the materials to this meeting of the Company’s Board of Directors.

Decision:

To approve the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for 2008 according to the Appendix No.1 to this BD’s decision.

Results of the voting:

Sergey Nikolaevich Ivanov - FOR

Sergey Borisovich Kosarev - FOR

Evgeny Fedorovich Makarov - FOR

Sergey Nikolaevich Popovsky - FOR

Tatiana Alexandrovna Seliverstova - FOR

Alexander Grigorievich Starchenko - FOR

Sergey Borisovich Syutkin - FOR

Roman Alexeevich Filkin - FOR

Total:

FOR / - «8»
AGAINST / - «0»
ABSTAINED / - «0»

Results of the voting by means of filling in questionnaires:

Alexander Markovich Branis - FOR

Denis Alexandrovich Spirin - FOR

Maria Gennadievna Tikhonova - ABSTAINED

Total:

FOR / - «2»
AGAINST / - «0»
ABSTAINED / - «1»

Results of the voting:

FOR / - «10»
AGAINST / - «0»
ABSTAINED / - «1»

The decision is taken.

ITEM No.2: Approval of the report of the Company’s General Director on execution of the Investment Program for 2008.

Rapporteur: E.F. Makarov – Chairperson of the Management Board, General Director of the Company.

Co-rapporteur: R.L. Nabiullin – Member of the Management Board, Deputy General Director for Capital Construction, S.R. Agamaliev – Member of the Management Board, Deputy General Director for Logistic Support.

Report (presentation) on item is kept in the materials to this meeting of the Company’s Board of Directors.

Decision:

To approve the report of the Company’s General Director on execution of the Investment Program for 2008 according to the Appendix No.2 to this BD’s decision.

Results of the voting:

Sergey Nikolaevich Ivanov - FOR

Sergey Borisovich Kosarev - FOR

Evgeny Fedorovich Makarov - FOR

Sergey Nikolaevich Popovsky - FOR

Tatiana Alexandrovna Seliverstova - FOR

Alexander Grigorievich Starchenko - FOR

Sergey Borisovich Syutkin - FOR

Roman Alexeevich Filkin - FOR

Total:

FOR / - «8»
AGAINST / - «0»
ABSTAINED / - «0»

Results of the voting by means of filling in questionnaires:

Alexander Markovich Branis - FOR

Denis Alexandrovich Spirin - FOR

Maria Gennadievna Tikhonova - ABSTAINED

Total:

FOR / - «2»
AGAINST / - «0»
ABSTAINED / - «1»

Results of the voting:

FOR / - «10»
AGAINST / - «0»
ABSTAINED / - «1»

The decision is taken.

ItemNo.3: Approval of the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for the 1st quarter 2009.

Rapporteur: E.A. Bronnikov – Member of the Management Board, Deputy General Director for Economy and Finance.

Report (presentation) on item is kept in the materials to this meeting of the Company’s Board of Directors.

Decision:

To approve the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for the 1st quarter 2009 according to the Appendix No.3 to this BD’s decision.

Results of the voting:

Sergey Nikolaevich Ivanov - FOR

Sergey Borisovich Kosarev - FOR

Evgeny Fedorovich Makarov - FOR

Tatiana Alexandrovna Seliverstova - FOR

Alexander Grigorievich Starchenko - ABSTAINED

Sergey Borisovich Syutkin - FOR

Roman Alexeevich Filkin - ABSTAINED

Total:

FOR / - «5»
AGAINST / - «0»
ABSTAINED / - «2»

Results of the voting by means of filling in questionnaires:

Alexander Markovich Branis - ABSTAINED

Denis Alexandrovich Spirin - ABSTAINED

Sergey Nikolaevich Popovsky - FOR

Maria Gennadievna Tikhonova - ABSTAINED

Total:

FOR / - «1»
AGAINST / - «0»
ABSTAINED / - «3»

Results of the voting:

FOR / - «6»
AGAINST / - «0»
ABSTAINED / - «5»

The decision is taken.

ItemNo.4: Approval of the report of the Company’s General Director on execution of the Investment Program for the 1st quarter 2009.

Rapporteur: R.L. Nabiullin – Member of the Management Board, Deputy General Director for Capital Construction.

Co-Rapporteur: S.R. Agamaliev – Member of the Management Board, Deputy General Director for Logistic Support.

Report (presentation) on item is kept in the materials to this meeting of the Company’s Board of Directors.

Decision:

To take into account the report of the Company’s General Director on execution of the Investment Program for the 1st quarter 2009 according to the Appendix No.4 to this BD’s decision.

Results of the voting:

Sergey Nikolaevich Ivanov - FOR

Sergey Borisovich Kosarev - FOR

Evgeny Fedorovich Makarov - FOR

Tatiana Alexandrovna Seliverstova - FOR

Alexander Grigorievich Starchenko - FOR

Sergey Borisovich Syutkin - FOR

Roman Alexeevich Filkin - FOR

Total:

FOR / - «7»
AGAINST / - «0»
ABSTAINED / - «0»

Results of the voting by means of filling in questionnaires:

Alexander Markovich Branis - FOR

Denis Alexandrovich Spirin - FOR

Sergey Nikolaevich Popovsky - FOR

Maria Gennadievna Tikhonova - ABSTAINED

Total:

FOR / - «3»
AGAINST / - «0»
ABSTAINED / - «1»

Results of the voting:

FOR / - «10»
AGAINST / - «0»
ABSTAINED / - «1»

The decision is taken.

ITEMNo.5: Approval of the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for the 2nd quarter 2009.

Rapporteur: E.A. Bronnikov – Member of the Management Board, Deputy General Director for Economy and Finance.

Report (presentation) on item is kept in the materials to this meeting of the Company’s Board of Directors.

Decision:

To approve the report of the Company’s General Director on execution of the Company’s Business Plan (including execution of the Investment Program) for the 2nd quarter 2009 according to the Appendix No.5 to this BD’s decision.

Results of the voting:

Sergey Nikolaevich Ivanov - FOR

Sergey Borisovich Kosarev - FOR

Evgeny Fedorovich Makarov - FOR

Tatiana Alexandrovna Seliverstova - FOR

Alexander Grigorievich Starchenko - ABSTAINED

Sergey Borisovich Syutkin - FOR

Roman Alexeevich Filkin - ABSTAINED

Total:

FOR / - «5»
AGAINST / - «0»
ABSTAINED / - «2»

Results of the voting by means of filling in questionnaires:

Alexander Markovich Branis - ABSTAINED

Denis Alexandrovich Spirin - ABSTAINED

Sergey Nikolaevich Popovsky - FOR

Maria Gennadievna Tikhonova - ABSTAINED

Total:

FOR / - «1»
AGAINST / - «0»
ABSTAINED / - «3»

Results of the voting:

FOR / - «6»
AGAINST / - «0»
ABSTAINED / - «5»

The decision is taken.

ITEMNo.6: Approval of the report of the Company’s General Director on execution of the Investment Program for the 2nd quarter 2009.

Rapporteur: R.L. Nabiullin – Member of the Management Board, Deputy General Director for Capital Construction.

Co-rapporteur: S.R. Agamaliev – Member of the Management Board, Deputy General Director for Logistic Support.

Report (presentation) on item is kept in the materials to this meeting of the Company’s Board of Directors.

Decision:

1. To take into account the report of the Company’s General Director on execution of the Investment Program for the 2nd quarter 2009 according to the Appendix No.6 to this BD’s decision.

2. To direct the attention of the Company’s General Direction to non-execution of the Investment Program for the 2nd quarter 2009 (1st half-year 2009) in volume of 72 % (89 %) of implementation of plan of development of capital investments, 48 % (77 %) of implementation of plan for in-feeding of power (km), 64 % (81 %) of implementation of plan for in-feeding of power (MVA).

3. To direct the General Director of IDGC of Centre, JSC:

3.1. to present the plan of action items providing the execution of approved parameters of the Company’s Investment Program for 2009 including in the connection of approved objects of the Investment Program to the next meeting of the Company’s Board of Directors.

3.2. to introduce the substantiation of rise in prices of purchase of 6 kV distribution point “Nash dom” over plan values.

3.3. to present the additional substantiation of:

- prices of purchase of OS by the branch Belgorodenergo;

- feasibility of purchase of OS by the branch Belgorodenergo not accounted in INP according to IP.

Results of the voting:

Sergey Nikolaevich Ivanov - FOR

Sergey Borisovich Kosarev - FOR

Evgeny Fedorovich Makarov - FOR

Sergey Nikolaevich Popovsky - FOR

Tatiana Alexandrovna Seliverstova - FOR

Alexander Grigorievich Starchenko - FOR

Sergey Borisovich Syutkin - FOR

Roman Alexeevich Filkin - FOR

Total:

FOR / - «7»
AGAINST / - «0»
ABSTAINED / - «0»

Results of the voting by means of filling in questionnaires:

Alexander Markovich Branis - FOR

Denis Alexandrovich Spirin - FOR

Sergey Nikolaevich Popovsky - FOR

Maria Gennadievna Tikhonova - ABSTAINED

Total:

FOR / - «3»
AGAINST / - «0»
ABSTAINED / - «1»

Results of the voting:

FOR / - «10»
AGAINST / - «0»
ABSTAINED / - «1»

The decision is taken.

Chairperson

of the Board of Directors S.B. Kosarev

Corporate secretary S.V. Lapinskaya

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