OPEN JOINT-STOCK COMPANY
«The Fifth Power Generation Company»
______
MINUTES no. 5
Board of Directors Meeting
Moscow February 29, 2008
Form of meeting: absentee voting (by poll)
Deadline for receipt of voting ballots: February 29, 2008; 17-30 local time
Participants of the absentee meeting:
Chairman DOMINIQUE FACHE
Board Members DMITRY AKHANOV
MARCELLO BRUTI
SERGEI VASILIEV
GRIGORY GLAZKOV
DENIS KULIKOV
GERALD ROHAN
GIORGIO CIMINI
Corporate Secretary DMITRY ANDREYCHENKO
The meeting has the quorum.
AGENDA:
1. Determining the position of JSC OGK-5 (representatives of JSC OGK-5) for issues included into the agenda of the meeting of the Board of Directors of OAO Energy North Company:
1.1. Setting the agenda of the Extraordinary General Shareholders’ Meeting of OAO ENC;
1.2. Setting the agenda of the Annual General Shareholders’ Meeting of OAO ENC.
2. Submission of candidates to the management bodies of the affiliate of JSC OGK-5 – OAO Energy North Company.
3. Determining the position of JSC OGK-5 (representatives of JSC OGK-5) for issues included into the agenda of the meeting of the Board of Directors of OAO Sanatory-Profilaktory ‘Energetik’
3.1. Setting the agenda of the Annual General Shareholders’ Meeting of OAO Sanatory-Profilaktory ‘Energetik’.
4. Submission of candidates to the management bodies of the affiliate of JSC OGK-5 – OAO Sanatory-Profilaktory ‘Energetik’.
CONSIDERATION OF AGENDA ISSUES.
Item № 1. Determining the position of JSC OGK-5 (representatives of JSC OGK-5) for issues included into the agenda of the meeting of the Board of Directors of OAO Energy North Company:
1.1. Setting the agenda of the Extraordinary General Shareholders’ Meeting of OAO ENC;
1.2. Setting the agenda of the Annual General Shareholders’ Meeting of OAO ENC.
RESOLUTION:
1. Instruct the representatives of JSC OGK-5 in the Board of Directors of OGK-5 affiliate – OAO ENC, to vote “FOR”:
1.1. Include into the agenda of the Extraordinary General Shareholders’ Meeting of OAO ENC the issue on early termination of the powers and election of members to the Board of Directors of OAO ENC.
1.2. Include into the agenda of the Annual General Shareholders’ Meeting of OAO ENC the issues to be considered in a mandatory way in accordance with item 1 of article 47 of the Federal Law “On joint-Stock Companies”.
Quorum: 72.7 %
The resolution is adopted by a majority of votes of the members of the Board of Directors participating in the meeting.
Voting results:
«FOR» (D. AKHANOV, M. BRUTI, S. VASILIEV, G. GLAZKOV, D. KULIKOV, G. ROHAN, D. FACHE, G. CIMINI)
«AGAINST» (NONE)
«ABSTAINED» (NONE)
RESOLUTION ADOPTED
Item № 2. Submission of candidates to the management bodies of the affiliate of JSC OGK-5 – OAO Energy North Company.
RESOLUTION:
2.1. Submit the following candidates to the Board of Directors of OAO Energy North Company:
1. Dominique Fache, year of birth – 1949, nationality – France, passport no. 04 EF 13720 issued on 27.09.2004 by the Prefecture of the Department Alpes Maritimes (France), valid until 26.09.2014, post – Chief Operations Officer for Russia and CIS, Head of Enel’s representation in Russia.
2. Marco Consumi, year of birth – 1968, nationality – Italy, passport no. Y038117, issued on 28.02.2002 by the Police, Rome, validity till 27.03.2012, post – Director for Russia’s Business Development of the International Division.
2.2. Submit the following candidates to the Internal Audit Commission of OAO Energy North Company:
1. Svetlana Panarina, passport series 3402 no. 349591, issued 05.10.2002 by OVD, Volgorechensk, Kostroma region – accountant-economist of the 1st category, Central Office branch of JSC OGK-5.
2. Oksana Burova, passport series 28 04 no. 089596, issued by Konakovo GOVD of the Tver region 28.05.2003. – Head of financial statements, accounting methodology and coordination of the accounting section, Central Office branch of JSC OGK-5.
Quorum: 72.7 %
The resolution is adopted by a majority of votes of the members of the Board of Directors participating in the meeting.
Voting results:
«FOR» (D. AKHANOV, M. BRUTI, S. VASILIEV, G. GLAZKOV, D. KULIKOV, G. ROHAN, D. FACHE, G. CIMINI)
«AGAINST» (NONE)
«ABSTAINED» (NONE)
RESOLUTION ADOPTED
Item № 3. Determining the position of JSC OGK-5 (representatives of JSC OGK-5) for issues included into the agenda of the meeting of the Board of Directors of OAO Sanatory-Profilaktory ‘Energetik’
3.1. Setting the agenda of the Annual General Shareholders’ Meeting of OAO Sanatory-Profilaktory ‘Energetik’.
RESOLUTION:
3. Instruct the representatives of JSC OGK-5 in the Board of Directors of OGK-5 affiliate – OAO Sanatory-Profilaktory ‘Energetik’, to vote “FOR”:
3.1. Include into the agenda of the Annual General Shareholders’ Meeting of OAO Sanatory-Profilaktory ‘Energetik’ the issues be considered in a mandatory way in accordance with item 1 of article 47 of the Federal Law “On joint-Stock Companies” as well as the issue on the ratification of the redrafted Articles of Association of OAO Sanatory-Profilaktory ‘Energetik’.
Quorum: 72.7 %
The resolution is adopted by a majority of votes of the members of the Board of Directors participating in the meeting.
Voting results:
«FOR» (D. AKHANOV, M. BRUTI, S. VASILIEV, G. GLAZKOV, D. KULIKOV, G. ROHAN, D. FACHE, G. CIMINI)
«AGAINST» (NONE)
«ABSTAINED» (NONE)
RESOLUTION ADOPTED
Item № 4. Submission of candidates to the management bodies of the affiliate of JSC OGK-5 – OAO Sanatory-Profilaktory ‘Energetik’.
RESOLUTION:
4.1. Submit the following candidates to the Board of Directors of OAO Sanatory-Profilaktory ‘Energetik’:
1. Andrei Tkachenko, passport series 0705 no. 588578, issued 01.09.2005 by UVD of Nevinnomyssk of Stavropol region, - Director General of OAO Sanatory-Profilaktory ‘Energetik’.
2. Oleg Koshelev, passport series 28 04 no. 047821, issued on April 19th, 2003 by the Konakovo GOVD of Tver Oblast, - Head of corporate and legal section of JSC OGK-5.
3. Alexander Ilyenko, passport series 07 01 no. 683100, issued on 19.12.2001 by UVD of Nevinnomyssk of Stavropol Krai, - Director of “Nevinnomyskaya GRES” of JSC OGK-5.
4. Alexander Chikhachev, passport series 07 02 no. 960093, issued on 23.04.2002 by UVD of Nevinnomyssk of Stavropol Krai, - Deputy Director of “Nevinnomyskaya GRES” of JSC OGK-5.
5. Olga Nikiforova, passport series 2801 no. 287659, issued on 04.04.2001 by the Konakovo GOVD of Tver Oblast – leading specialist of the corporate relations of the corporate and legal section in JSC OGK-5.
4.2. Submit the following candidates to the Internal Audit Commission of OAO Sanatory-Profilaktory ‘Energetik’.
1. Ludmila Makarova, passport series 2804 no. 046956, issued on April 04th, 2003 by the Konakovo GOVD of Tver Oblast – accountant of the 2nd category of the Central Office branch of JSC OGK-5.
2. Elena Skorikova, passport series 0703 no. 214999, issued on August 20th, 2002 by UVD of Nevinnomyssk of Stavropol Krai – accountant of the 1st category of Nevinnomysskaya GRES of JSC OGK-5.
3. Viktoria Berdichevskaya, passport series 7897 no. 037264, issued by the Dzerzhinsky ROVD of Yaroslavl – Director General of ZAO KAF “Balance-Audit”.
Quorum: 72.7 %
The resolution is adopted by a majority of votes of the members of the Board of Directors participating in the meeting.
Voting results:
«FOR» (D. AKHANOV, M. BRUTI, S. VASILIEV, G. GLAZKOV, D. KULIKOV, G. ROHAN, D. FACHE, G. CIMINI)
«AGAINST» (NONE)
«ABSTAINED» (NONE)
RESOLUTION ADOPTED
Chairman D. Fache
Corporate Secretary of JSC OGK-5 D. Andreychenko
Minutes date: March 3, 2008
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