JOINT-STOCK COMPANY

«The Fifth Power Generation Company»

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MINUTES no. 21

Of the Meeting of Board of Directors of JSC OGK-5

Moscow November 12, 2007

Form of conduction: absent voting (by poll)

Deadline for census forms acceptance: November 12, 2007; 17-30 local time

Participants of the poll:

Board Chairman ELDAR ORUDZHEV

Board Members MARCELLO BRUTI

ANATOLY BUSHIN

SERGEI VASILIEV

GRIGORY GLAZKOV

STEPHANE ZWEGUINTSOW

DENIS KULIKOV

GERALD ROHAN

DOMINIQUE FACHE

GIORGIO CIMINI

Corporate Secretary DMITRY ANDREICHENKO

The meeting has a quorum.

AGENDA:

1.  On a priority direction of JSC OGK-5 activities: implementation of the project “Management and financial reporting buildup”.

2.  On the approval of Service Contract for materials’ production and mailing between JSC OGK-5 and JSC CMD as a related-party transaction.

ISSUE 1. On a priority direction of JSC OGK-5 activities: implementation of the project “Management and financial reporting buildup”.

RESOLUTION:

1.1. To determine as a priority direction of JSC OGK-5 activities the implementation of the project “Management and financial reporting buildup”.

1.2.  To approve the overall budget of the project “Management and financial reporting buildup” for 2007 – 2010 in the amount of 62,03 mln. rubles, including:

Quorum: 90.9 %

The resolution is adopted by a majority of votes of the members of the Board of Directors participating in the meeting.

Voting results:

«FOR» (M. BRUTI, A. BUSHIN, S. VASILIEV, G. GLAZKOV, S. ZWEGUINTSOW, D. KULIKOV, E. ORUDZHEV, G. ROHAN, D. FACHE, G. CIMINI)

«AGAINST» (NONE)

«ABSTAINED» (NONE)

RESOLUTION ADOPTED

ISSUE 2. On the approval of Service Contract for materials’ production and mailing between JSC OGK-5 and JSC CMD as a related-party transaction.

RESOLUTION:

2. Approve the Service Contract for materials’ production and mailing between JSC OGK-5 and JSC CMD as a related-party transaction.

Quorum: 90 %

The resolution is adopted by a majority of votes of independent Board members who are not interested parties to the transaction.

Voting results:

«FOR» (M. BRUTI, A. BUSHIN, S. VASILIEV, G. GLAZKOV, S. ZWEGUINTSOW, D. KULIKOV, G. ROHAN, D. FACHE, G. CIMINI)

«AGAINST» (NONE)

«ABSTAINED» (NONE)

E. Orudzhev as an interested party did not participate in the voting.

RESOLUTION ADOPTED

Chairman of the Board Eldar Orudzhev

Corporate Secretary D. Andreichenko

Date of the Minutes execution: November 13, 2007

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