The Board of Directors

To view BoD protocols, please, follow the link .

The Board of Directors shall manage the Company, except for issues referred to the GSM competence by the Federal Law "On Joint-Stock Companies" and the Charter.

The membership of the Board of Directors:

Mikhail Yuryevich KURBATOV, The BoD Chairperson, A MB member, Deputy General Director at IDGC Holding, OAO

Sergey Evgenyevich YURCHUK, The BoD Deputy Chairperson, Director for Finance at IDGC Holding, OAO

Konstantin Mikhailovich YUSHKOV, Portfolio advisor at a branch of Wermuth Asset Management GmbH, OOO

Mikhail Viktorovich AZOVTSEV, M&A Director at Integrated Energy Systems, ZAO

Konstantin Vladimirovich SHEVCHENKO, Deputy General Director at Infrastructure Capital, OOO

Boris Iosiphovich MEKHANOSHIN, Deputy General Director - Technical Director at IDGC Holding, OAO

Dmitry Dmitryevich MIKHEEV, Deputy Head of Energy Transport and Saving Department at IDGC Holding, OAO

Valery Nikolayevich RODIN, General Director of IDGC of Urals, ОАО

Maksim Mikhailovich SAUKH, Deputy Head of Corporate Governance and Shareholder Relations Department at IDGC Holding, OAO

Aleksey Yuryevich STEPANOV, Director of Operating Control and Management and Mobilization Department at the Russian Ministry of Energy

Taras Vyacheslavovich SHEVCHENKO, Head of Purchase Department at IDGC Holding, OAO

Information on criteria and and amount of remuneration paid to the Board of Directors

Remunerations and compensations are paid to the BoD members according to the Regulations on Remuneration and Compensation paid to the Company's BoD members approved by General Shareholder Meeting - the Management Board of RАО UES of Russia, ОАО on 30.04.2008 (Protocol #1865pr/3 dd. 30.04.2008)

According to item 4.1. of the Regulations, for the participation in a BoD session held as absentee ballot (poll) a BoD shall be paid a fee in the amount equal to 8 (eight) minimum monthly first-class worker base rates fixed by the tariff agreement in the RF electric power industry (further - Agreement) as of the date of the session adjusted according to the index specified in the Agreement. Such remuneration is paid within one month after a BoD session.

For the participation in BoD sessions held in the form of compresence a BoD member shall be paid a fee in the amount equal to 10 (ten) minimum monthly first-class worker base rates fixed by the tariff agreement in the RF electric power industry (further - Agreement) as of the date of the meeting adjusted according to the index specified in the Agreement. Such remuneration is paid within one month after a BoD session.

The remuneration paid to the Chairperson (Deputy Chairperson) for each session where she/he performs the functions of the BoD Chairperson, pursuant to the item 4.1. of the Regulations, shall be increased by 50%.

In accordance with item 4.2. of the Regulations the BoD members shall be paid extra remuneration for the net profit ratio based on the annual statements approved by the GSM.

The key powers of the Board of Directors

The Board of Directors shall manage the Company, except for issues referred to the GSM competence by the Federal Law "On Joint-Stock Companies" and the present Charter. The following issues shall pertain to the BoD reference:

1) Definition of the Company's priorities and development strategy;

2) AGM and EGM convention, except for the cases specified in item 14.8., Article 14 hereof as well as announcement of the date for a new GSM instead of the abortive one, not held due to the lack of quorum;

3) Approval of the GSM agenda;

4) Election of a GSM secretary;

5) Determination of the date when the list of persons entitled to participate in the General Meeting is to be drawn up; approval of estimated expenses for GSM arrangement and other issues connected with its preparation and arrangement;

6) Proposal of issues, envisaged by subitems 2, 5, 7, 8, 12-20, item 10.2, Article 10 herein, for GSM's resolution as well as the issue on the Charter Capital reduction by reducing nominal value;

7) Placement of bonds and other securities, except for the cases outlined by the Russian legislation and present Charter;

8) Approval of Security Issue Resolution, the Prospectus and Issue Results Reports, Acquisition Results Reports, Redemption Results Reports, Buy-out Results Reports;

9) Evaluation (monetary value) of property, offering and buy-out price in cases envisaged by the Federal Law "On Joint-Stock Companies", as well as solving issues stipulated by subitems 11, 22, 38, item 15.1., Article 15 hereof;

10) Acquisition of the outstanding shares, bonds and other securities in cases stipulated by the Federal Law "On Joint-Stock Companies";

11) Alienation (sale) of the shares possessed by the Company as a result of purchase or buy-out as well as in other cases stipulated by the Federal Law "On Joint-Stock Companies";

12) Election of the CEO and early termination of the powers including decision-taking on the early termination of the labor contract;

13) Determination of the Management Board membership, election of MB members, determination of remuneration and compensations paid to them, early termination of their powers;

14) Recommendations to the GSM on remuneration and compensations paid to the Audit Commission members and Auditor's fee;

15) Recommendations on the dividend amount and payment procedure;

16) Approval of the Company's internal documents stipulating the procedure for Company's fund generation and usage;

17) Decision-taking on fund usage; approval of special-purpose fund cost estimates and review of cost estimate completion results;

18) Approval of the Company's internal documents, except for the documents which approval pertains to the GSM competence as well as other internal documents which approval pertains to the competence of executive bodies;

19) Approval of a business plan (updated business plan), including investment program and a quarterly report on their completion as well as the approval (adjustment) of the control indicators of the Company's cash flows;

20) Review of investment program, including amendments to it;

21) Establishment of branches and representative offices, their liquidation as well as introduction of amendments to the Charter concerning the establishment of branches and representative offices (including change of their names and location) and their liquidation;

22) Decision-taking on the participation in other companies (joining an existing organization or forming a new one including approval of founding documents) and the purchase, sale and encumbrance of the charter capital in companies in which the Company participates, change of the share to the charter capital of a corresponding company, withdrawal from other companies;

23) Definition of the Company's credit policy regarding granting of loans, conclusion of credit and loan agreements, provision of guarantees, acceptance of bill obligations (promissory notes and bills of exchange), property hypothecation and decision-taking on making the above-mentioned transactions in cases when decision tree is not outlined by the Company's credit policy, as well as decision-taking on adjustment of the Company's debt position to the limits, set forth by the Company's credit policy;

24) Approval of major transactions in cases set forth by Article X of the Federal Law "On Joint-Stock Companies";

25) Approval of transactions set forth by Article XI of the Federal Law "On Joint-Stock Companies";

26) Approval of the Company's Registrar, details of the contract and contract termination;

27) Election of the BoD Chairperson and early termination of the powers;

28) Election of the BoD Deputy Chairperson and early termination of the powers;

29) Election of the Corporate Secretary and early termination of the powers;

30) Preliminary approval of decisions regarding the Company's transactions connected with gratuitous transfer of the Company property or title (demands) to itself or a third party; transactions involving discharge of property liability to itself or a third party; transactions connected with gratuitous rendering by the Company of the services to third parties in cases (amounts) determined by separate BoD resolutions and adoption of resolutions on transaction conclusion in cases where the above-stated cases (amounts) are left undetermined;

31) Decision-taking on the suspension of the powers possessed by a managing company (a managing director);

32) Decision-taking on the appointment of the Acting CEO, in cases determined by separate BoD resolutions, as well as bringing her/him to disciplinary liability;

33) Bringing the CEO and MB members to disciplinary liability or reward in accordance with the Russian labor legislation;

34) Review of CEO's reports on operations (including those relating to her/his performance), on implementation of GSM and BoD resolutions;

35) Approval of the interaction procedure between the Company and companies in which the Company has a stake;

36) Determination of the Company's (its representatives') position, including the instruction to vote or refrain from voting on agenda issues, to vote "FOR", "AGAINST", "ABSTAIN" on the following agenda issues of the SAC's GSM (except for the cases when SAC GSM functions are performed by the BoD) and BoD sessions (except for the issue on GSM agenda approval when functions of SAC GSM are performed by the BoD):

a) Determination of SAC GSM agenda;

b) Affiliate restructuring or liquidation;

c) Determination of the membership in management and control bodies of SACs, nomination, election of the members and pre-term termination of their powers, nomination and election of the sole executive bodies of SACs and pre-term termination of powers;

d) Definition of the membership of SAC management and control bodies, nomination, election of the members and pre-term termination of the powers, nomination, election and pre-term termination of the powers of the sole executive body;

e) Determination of amount, par value, category (type) of SAC's authorized shares and the rights vested by those shares;

f) Increase of the SAC's charter capital by increasing the nominal value or by placing additional shares;

g) Placement of SAC's securities convertible into common shares;

h) Splitting and consolidation of SAC's shares;

i) Approval of major transactions concluded by SACs;

j) SAC's participation in other companies (joining an existing company or establishment of a new company) as well as acquisition, alienation and encumbrance of shares and interests in the charter capital of companies where a SAC has a stake; change in participatory interest of relevant company;

k) Conclusion of transactions by a SAC (including multiple interrelated transactions) involving acquisition, alienation or eventual alienation of the property comprising the main assets, intangible assets, incomplete construction sites for the purpose of electricity/thermal energy generation, transmission, dispatching, and distribution in cases (amounts), determined by the interaction procedure between companies in which the Company participates, approved by the BoD;

l) Introduction of amendments and supplements to SAC's founding documents;

m) Determination of the procedure for SAC's BoD and AC members remuneration pay-out;

n) Approval of target key performance indicators (adjusted target key performance indicators);

o) Approval of a report on the completion of planned annual and quarter key performance indicators;

p) Approval of a business plan (an updated business plan), including investment program and a quarterly report on its execution;

q) Approval of a report on business plan completion;

r) Approval of profit and loss distribution based on the fiscal year-end results;

s) Recommendations for dividend amount and payout procedure;

t) Dividends payment (declaration) as of 1Q, 1H, 9M as well as fiscal year results;

u) Review of an investment program, including amendments to it;

v) Approval (review) of a report on investment program completion.

37) Determination of the Company's (its representatives') position on the following SAC BoD agenda issues (including the instruction to vote or refrain from voting on agenda issues or to vote "FOR", "AGAINST" or "ABSTAIN" on draft resolutions):

a) Determination of SAC representatives' positions on agenda issues of GSM and BoD of their SACs regarding conclusion (approval) of transactions (including multiple interrelated transactions) to involve acquisition, alienation or potential alienation of the property comprising the capital assets, intangible assets, incomplete construction projects for the purpose of electricity/thermal energy generation, transmission, distribution in cases (amount) determined by the interaction procedure between companies in which the Company participates, approved by the BoD;

b) Determination of SAC representatives' positions on agenda issues of GSM and BoD of their SACs that are involved in generation, transmission, dispatching, distribution and sale of electrical and thermal energy, regarding reorganization, liquidation, increase of the charter capital by increasing the nominal share value or by placing additional shares as well as offering securities convertible into common shares;

38) Preliminary approval of the Company's decisions on:

а) Transactions involving the Company's non-current assets exceeding 10% of the book value of the assets according to the data reflected in the financials as of the last reported date;

b) Transactions (including multiple interrelated transactions) involving acquisition, alienation or potential alienation of property comprising the main assets, intangible assets, uncompleted construction objects for the purpose of electrical/thermal energy generation, transmission, dispatching, distribution in cases (amount) determined by special BoD resolutions;

c) Transactions (including multiple interrelated transactions) involving acquisition, alienation or potential alienation of property comprising the main assets, intangible assets, uncompleted construction objects for the purposes other than electrical/thermal energy generation, transmission, dispatching, distribution in cases (amount) determined by special BoD resolutions.

39) Nomination of candidates for election to the sole executive body, other management and control bodies, as well as auditor candidates at legal entities in which the Company participates and which are involved into electrical/thermal energy generation, transmission, dispatching, distribution and sales as well as maintenance and other service activity types;

40) Determination of directions for insurance coverage of the Company, including approval of a Company's underwriter;

41) Approval of the organization structure of the Company's Executive Office and introduction of amendments to it;

42) Approval of the Regulations on the CEO's financial stimulation, Regulations on financial stimulation of the Company's management; approval of the management list.

43) Approval of candidates nominated for several positions of the Company's Executive Office determined by the BoD;

44) Preliminary approval of the collective agreement, agreements concluded by the Company within the framework of regulating social and labor relations as well as approval of documents on state pension provision for the employees;

45) Creation of BoD committees, election of BoD committee members and pre-term termination of the powers possessed by the BoD Committee Chairpersons;

46) Approval of independent appraiser (-s) candidates for appraisal of shares, property and other Company assets in cases stipulated by the Federal Law "On Joint-Stock Companies", the present Charter and special BoD resolutions;

47) Approval of a financial advisor candidate, hired in accordance with the Federal Law "On Securities Market", as well as candidates for issue manager and advisors on transactions directly related to raising funds in the form of public borrowings;

48) Preliminary approval of transactions capable of entailing foreign cash commitments (or commitments with the values being attached to foreign cash) in cases and amount determined by special BoD resolutions as well as when the BoD has not determined the above-mentioned cases (amounts);

49) Approval of the Company's purchase policy, including the approval of the Regulations on the regulated purchase procedures, approval of the head of the central purchase body and its members, as well as approval of annual purchase program and decision-taking pursuant to the documents regulating purchase policy of the Company;

50) Decision-taking on the CEO nomination to government awards;

51) Approval of target (adjusted) key performance indicators (KPIs) and KPI completion reports;

52) Shaping the Company's policy aimed at enhancing the reliability of distribution grids and other network facilities, including approval of the Company's strategic programs to improve grids reliability, development and safety;

53) Shaping the Company's housing policy with regard to granting corporate support to employees to improve their living conditions by subsidies, expense compensations, interest-free loans and to taking decisions on the above-mentioned support in cases when support policy has not stipulated the support procedure;