Meeting of the Board of Directors dd. 22.05.2009 (Minutes No. 19)

Question No.1. On approval of the performance benchmarks of the movement of cash flow of the Company for the 2 quarter of 2009.

Resolution:

  1. To approve the following performance benchmarks of the movement of cash flow of the Company for the 2 quarter of 2009.

Company name / TOTAL / Services for organization of functioning and development of United Power Grid of Russia / Payment for services of “UES FGC”, JSC
TOTAL / At the rate of grids up-keep / At the rate of payment of power energy losses
“IDGC of Volga”, JSC / 1877 835 / 75 827 / 1 802 008 / 1500 996 / 301 012
April / 618 755 / 25 276 / 593 480 / 500 332 / 93 148
May / 627 420 / 25 276 / 602 144 / 500 332 / 101 812
June / 631 660 / 25 276 / 606 384 / 500 332 / 106 052

*Note:The size of performance benchmark “Payment for services of “UES FGS”, JSC” is to be changed in accordance with the actually concluded service agreements with “UES FGS”, JSC for electric power transmission by the Unified National (all-Russian) Power Grid (UNPG). The performance benchmark “Payment for services of “UES FGS”, JSC is considered to be fulfilled if the Company meets its obligations under the service agreement to transmit the electric power energy by UNPB in the part of service payment in 2009.

  1. To charge to the management of the Company:
  2. to provide the formation of the draft of the movement of cash flow and its approval by Resolution of the management of the Company not later than within 5 working days from the moment of approval of the present resolution;
  3. to send this document to the members of the Board of Directors not later than within 1 day from the moment of approval of the movement of cash flow;

Question No.2. On consideration of the report of the General Director of the Company devotedtothe credit policy for the 4 quarter of 2008.

Resolution:

  1. To acknowledge the report of the General Director of the Company devoted to the credit policy for the 4 quarter of 2008 in accordance with the Annex No.1 to the present Resolution of the Board of Directors.
  2. To charge the General Director of the Company to provide the fulfillment of requirements of the Regulations on credit policy approved by the Resolution of the Board of Directors.

Question No. 3. On approval of the report of fulfillment of the performance benchmarks of the movement of cash flow of the Company forthe 1 quarter of 2009.

Resolution:

To approve the report on variation of performance benchmarks of the movement of cash flowof the Company for the 1 quarter of 2009 in accordance with the Annex No. 2 to the present Resolution of the Board of Directors.

Question No. 4. On approval of the Audit committee budget of the Board of Directors of the Company for the 1 half-year period of 2009.

Resolution:

To approve the Audit Committee budget of the Board of Directors of the Company for 2009 in accordance with the Annex No. 3 to the present Resolution of the Board of Directors.

Question No. 5. On setting of position of the Company (representatives of the Company) on the questions of agenda of the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC and on the questions of agenda of the annual General Shareholders Meeting of “Sanatorium-preventorium “Solnechny”, JSC (partnership share of “IDGC of Volga”, JSC is equal to 99.99%).

Resolution:

  1. To charge to the representatives of the Company at the Meeting of the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC on the question of “Setting up a candidate for the Board of Directors of the Company”to vote “APPROVAL” for the following resolution:

To include the following people into the voting list of the candidates for the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC:

  1. Zhidkova Nina Nikolayevna – Deputy Head of Property Management Department of “IDGC of Volga”, JSC;
  2. Katelin Sergey Genadyevich - Personnel Management and Organization Design Director - Head of Personnel Management and Organization Design of “IDGC of Volga”, JSC;
  3. Puchkova Irina Yuryevna – Head of Ecomonics Department of “IDGC of Volga”, JSC;
  4. Stepanova Mariya Dmitriyevna – Head of Corporate Governance and Interaction with Shareholders Department of “IDGC Holding”, JSC;
  5. Shapiro Ekaterina Grigoryevna – General Director of “Sanatorium-preventorium “Solnechny”, JSC.
  1. To charge to the representatives of the Company at the Meeting of the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC on the question of “Recommendations on the profit and losses distribution at the end of 2008 financial year” to vote “APPROVAL” of the following resolution:

To recommend to the annual General Shareholders Meeting of the Company to approve the following distribution of the profit (losses) of the Company at the end of 2008 financial year:

(thousand rubles)
Undistributed profit (losses) of the financial period: / 423
To distribute for: Surplus fund / 21
Dividends / 0
Payment of losses of previous years / 0
Profit for development / 0
Production development / 402
  1. To charge to the representatives of the Company at the Meeting of the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC on the question of“Recommendations on the size of dividend on shares and the order of its payment at the end of 2008 financial year”to vote “APPROVAL” of the following resolution:

To recommend to the annual General Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC to approve the following resolution:

-Do not pay the dividends on ordinary shares of the Company at the end of 2008 year.

  1. To charge to the representatives of the Company at the meeting of the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC on the question of “Election of the members of the Board of Directors of the Company”to vote “FOR APPROVAL” of the following resolutions:

To elect the Board of Directors of the Company in the following membership:

  1. Zhidkova Nina Nikolayevna – Deputy Head of Property Management Department of “IDGC of Volga”, JSC;
  2. Katelin Sergey Genadyevich - Personnel Management and Organization Design Director - Head of Personnel Management and Organization Design of “IDGC of Volga”, JSC;
  3. Puchkova Irina Yuryevna – Head of Economics Department of “IDGC of Volga”, JSC;
  4. Stepanova Mariya Dmitriyevna – Head of Corporate Governance and Interaction with Shareholders Department of “IDGC Holding”, JSC;
  5. Shapiro Ekaterina Grigoryevna – General Director of “Sanatorium-preventorium “Solnechny”, JSC.
  1. To charge to the representatives of the Company at the meeting of the Board of Directors of “Sanatorium-preventorium “Solnechny”, JSC on the question of“Distribution of the profit (including dividends payment) and losses at the end of 2008 financial year” to vote “APPROVAL” of the following resolution:
  2. To approve the following distribution of the profit (losses) of the Company at the end of 2008 financial year:

(thousand rubles)
Undistributed profit (losses) of the financial period: / 423
To distribute for: Surplus fund / 21
Dividends / 0
Payment of losses of previous years / 0
Profit for development / 0
Production development / 402
  1. Not to pay dividends on ordinary shares of the Company at the end of 2008.

Question No. 6.On setting of position of the Company (representatives of the Company) on the questions of agenda of the Board of Directors of “CHAK”, JSC and on the questions of agenda of the annual General Shareholders Meeting of “CHAK”, JSC (partnership share of “IDGC of Volga”, JSC is equal to 99.99%).

Resolution:

  1. To charge to the representatives of the Company at the meeting of the Board of Directors of “CHAK”, JSC on the question of “Setting up a candidate for the Board of Directors of the Company”“to voteAPPROVAL” of the following resolution:

To include the following people in the voting list of the candidates for the Board of Directors of “CHAK”, JSC:

  1. Tkacheva Olga Vladimirovna – Deputy Head of Corporate Governance and Interaction with Shareholders Department of “IDGC Holding”, JSC;
  2. Zaretsky Dmitry Lvovich – Deputy Head of Procurement and Logistics Department - Head of Procurement and Logistics Subdivision of “IDGC of Volga”, JSC;
  3. Puchkova Irina Yuryevna – Head of Economics Department of “IDGC of Volga”, JSC;
  4. Fedoseyev Aleksey Yuryevich– Financial Director of “IDGC Holding”, JSC;
  5. Shashurin German Lvovich – General Director of “CHAK”, JSC.
  1. To charge to the representatives of the Company at the Meeting of the Board of Directors of “CHAK”, JSC on the question of “Recommendations on the profit and losses distribution at the end of 2008 financial year”to vote“APPROVAL” of the following resolution:

To recommend to the annual General Shareholders Meeting of the Company to approve the following distribution of the profit (losses) of the Company at the end of 2008 financial year:

(thousand rubles)
Undistributed profit (losses) of the financial period: / 1501
To distribute for: Surplus fund / 75
Dividends / 0
Payment of losses of previous years / 0
Profit for development / 0
Production development / 1 426
  1. To charge to the representatives of the Company at the meeting of the Board of Directors of “CHAK”, JSC on the question of“Recommendations on the size of dividend on shares and the order of its payment at the end of 2008 financial year” to vote “APPROVAL” of the following resolution:

To recommend to the annual General Shareholders Meeting of “CHAK”, JSC to approve the following resolution:

-Not to pay the dividends on ordinary shares of the Company at the end of 2008 year.

  1. To charge to the representatives of the Company at the meeting of the Board of Directors of “CHAK”, JSC on the question of“Election of the members of the Board of Directors of the Company” to vote “APPROVAL” of the following resolution:

To elect the Board of Directors in the following membership:

  1. Tkacheva Olga Vladimirovna – Deputy Head of Corporate Governance and Interaction with Shareholders Department of “IDGC Holding”, JSC;
  2. Zaretsky Dmitry Lvovich – Deputy Head of Procurement and Logistics Department - Head of Procurement and Logistics Subdivision of “IDGC of Volga”, JSC;
  3. Puchkova Irina Yuryevna – Head of Economics Department of “IDGC of Volga”, JSC;
  4. Fedoseyev Aleksey Yuryevich– Financial Director of “IDGC Holding”, JSC;
  5. Shashurin German Lvovich – General Director of “CHAK”, JSC.
  1. To charge to the representatives of the Company at the meeting of the Board of Directors of “CHAK”, JSC on the question of“Distribution of the profit (including dividends payment) and losses at the end of 2008 financial year” to vote “APPROVAL” of the following resolution:
  2. To approve the following distribution of the profit (losses) of the Company at the end of 2008 financial year:

(thousand rubles)
Undistributed profit (losses) of the financial period: / 1501
To distribute for: Surplus fund / 75
Dividends / 0
Payment of losses of previous years / 0
Profit for development / 0
Production development / 1 426
  1. Do not pay dividends on ordinary shares of the Company at the end of 2008.

Question No. 7. On making alterations and attachments to the register of non-core assets of the Company.

Resolution:

To make the alterations and attachments to the register of non-core assets of the Company in accordance to the Annex No. 4 to the present Resolution of the Board of Directors.

Question No. 8. On provision of charity support by the Company.

Resolution:

To move back the consideration of the question.

Question No.9. On determination of the business priorities of the Company: on the order of conclusion of the Agreements between “UES FGS”, JSC, IDGC, generation companies and executive bodies of constituent entities of the Russian Federation.

Resolution:

To move back the consideration of the question.

Question No. 10. On approval of the system-based project of automatic control of “IDGC of Volga”, JSC from 2009 to 2012 years.

Resolution:

To approve the system-based project of automatic control of “IDGC of Volga”, JSC as the development conception of information technology from 2009 to 2012 years as part of business plans of the corresponding periods in accordance with the Annex No.5 to the present Resolution of the Board of Directors.