2.1. Resolutions adopted by the BoD: Issue 7: 1. To determine that the price for the provision of room for telecom equipment under the contract between IDGC of URals, OAO and FSK UES, OAO, being an interested-party transaction, based upon market value, totals RUR 54 050.34, including 18% VAT - RUR 8 244.97. 2. To approve the contract between IDGC of Urals and FSK UES, being an interested-party transaction, according to the following conditions: The Parties: - The Contractor - IDGC of Urals, ОАО; - The Client - FSK UES, ОАО. The Subject: Onerous services on the provision of room for telecom equipment (Appendix #10 to the present resolution - the list of equipment) of the Client in a non-residential room #43 according to the scheme (Appendix #11 to the present resolution), on the ground floor of a non-residential building (office block) located at: 5 Ploschad Revolutsii, Chelyabinsk. The Price: The price is RUR 54 050.34, including 18% VAT - RUR 8 244.97. The price includes utility costs. The Term: The Contract shall come into force since the signing and cease to be in force on 31.12.2014. The termination of the Contract shall not discharge the Parties from all the liabilities under the Contract. According to article 425 of the Russian Civil Code the Contract conditions shall cover relations between the Parties since 01.07.2011. Issue 8: 1. To determine that monthly rental fee under the rental contract concluded between IDGC of Urals and FSK UES, being an interested-party transaction, based on market value, totals RUR 129 575.2, including 18% VAT - RUR 19 765.71. 2. To approve the immovables rental contract between IDGC of Urals and FSK UES, being an interested-party transaction (hereinafter referred to as the Contract), under the following conditions: The Parties: - The Lessor - IDGC of Urals, ОАО; - The Lessee - FSK UES, ОАО. The Subject: The Lessor shall transfer to the temporal use and possession of the Lessee non-residential premises, total area 227.1 sq.m., being a part of a non-residential building (office block), total area 5 680.6 sq.m., located at 5 Ploschad Revolutsii, Chelyabinsk, the Chelyabinsk region (hereinafter referred to as the immovables), the Lessee shall accept the immovables into lease and shall be obliged to pay rental fee in the amount, procedure and terms under the Contract. The Price: The rental fee for the immovables shall total RUR 129 575.2 per month, including 18% VAT - RUR 19 765.71. The rental fee shall include expenses on heating, water and energy supply, sewage, waste disposal, cleaning and security services. The fee for local calls, intrazone, long-distance and international calls shall be paid by the Lessee additionally under the telecom services contract. The Terms: The Contract shall come into force since the signing and cease to be in force on 31.05.2012. The termination of the Contract shall not discharge the Parties from all the liabilities under the Contract. According to article 425 of the Russian Civil Code the Contract conditions shall cover relations between the Parties since 01.07.2011. Issue 9: 1. To determine that monthly rental fee under grid rental contract concluded between IDGC of Urals and EESK, being an interested-party transaction, based on market value, totals RUR 1 475 000.0, including 18% VAT - RUR 225 000.0. 2. To approve the grid rental contract between IDGC of Urals and EESK, being an interested-party transaction, under the following conditions: The Parties: - The Lessor - IDGC of Urals, ОАО; - The Lessee - EESK, ОАО. The Subject: The Lessor shall transfer and the Lessee shall accept into temporal use and possession for a fee movables and immovables (hereinafter referred to as the Property), stipulated in Appendix #12 to the present BoD resolution, with a view to arrange energy transmission, including connection of new consumers. The Price: The rental fee shall total RUR 1 475 000.0, including 18% VAT - RUR 225 000.0 per month. Expenses related to the Property exploitations shall be paid by the Lessee. The Terms: The Contract shall come into force since the signing and be effective during 11 months. The Contract shall cover relations between the Parties since 01.01.2012. Issue 16: 1. To determine that rental fee under additional agreement #9 to contract #00/77-08 dd. 01.02.2008 concluded between IDGC of Urals and Ekaterinburgenergosbyt, being an interested-party transaction, based on market value: Since 01.01.2012 to 29.02.2012 equaling RUR 1 465 615.0, including 18% VAT - RUR 223 568.39 per month, Since 01.03.2012 equaling RUR 1 513 355.0, including 18% VAT - RUR 230 850.76 per month. 2. To approve additional agreement #9 to immovables rental contract #00/77-08 dd. 01.02.2008 (hereinafter referred to as the Contract) concluded between IDGC of Urals and Ekaterinburgenergosbyt, being an interested-party transaction (hereinafter referred to as the additional agreement), under the following conditions: The Parties: The Lessor - IDGC of Urals, ОАО; The Lessee - Ekaterinburgenergosbyt, ОАО. The Subject: 1. Due to the transfer into use since January 01, 2012 of rooms #305, 314, 324, subitem 1.2.1. of the contract shall be stated as follows: "isolated non-residential premises: ##17, 33 (cellar); ##58, 63 (ground floor); ##130, 131, 134, 136-144, 146-154 (1st floor); ##203-216, 218, 240-254 (3rd floor); ##256-267, 269-280, 282-284, 286-296 (4th floor), ##305, 314, 324 (5th floor), total area 2 039.1 sq.m., located at the building at 17a Ulitsa Kosmonavtov, Ekaterinburg, owned by the Lessor certified by the certificate of state registration (series 66AD #485519 dd. 02.08.2010 (hereinafter referred to as the premises)". 2. Due to the transfer into use since January 01, 2012 of 10 parking stalls on the parking lot and 7 parking stalls in the courtyard, Paragraph 1 subitem 1.2.2. of the contract shall be stated as follows: "Parking lot for 28 vehicles (hereinafter referred to as the parking lot) and 23parking stalls in the courtyard of the building located at 17a Prospekt Kosmonavtov, Ekaterinburg". The Parking stalls shall be indicated (color marking) in the attached scheme (Appendices #4,5) to additional agreement). 3. Due to the transfer into use since March 01, 2012 of rooms ##308, 309, subitem 1.2.1. of the contract shall be stated as following since March 01, 2012: "isolated non-residential premises: ##17, 33 (cellar); ##58, 63 (ground floor); ##130, 131, 134, 136-144, 146-154 (1st floor); ##203-216, 218, 240-254 (3rd floor); ##256-267, 269-280, 282-284, 286-296 (4th floor), ##305, 308, 309, 314, 324 (5th floor), Total area 2 107.3 sq.m., located at the building at 17a Ulitsa Kosmonavtov, Ekaterinburg, owned by the Lessor certified by the certificate of state registration (series 66AD #485519 dd. 02.08.2010. 4. Item 4.1. of the Contract shall be stated as follows: Since January 01, 2012 till February 29, 2012 the rental fee under the Contract shall be RUR 1 465 615.0, including 18% VAT - RUR 223 568.39 per month. Since March 01, 2012 the rental fee under the Contract shall be RUR 1 513 355.0, including 18% VAT - RUR 230 850.76 per month. The rental fee shall include security services, utilities (heating, water supply, sewage, energy supply) cleaning and other services related to the exploitation of the facilities. 5. The rest of the conditions shall be the same. The Price: Since January 01, 2012 till February 29, 2012 the rental fee shall be RUR 1 465 615.0, including 18% VAT - RUR 223 568.39 per month. Since March 01, 2012 the rental fee shall be RUR 1 513 355.0, including 18% VAT - RUR 230 850.76 per month. The rental fee shall include security services, utilities (heating, water supply, sewage, energy supply) cleaning and other services related to the exploitation of the facilities. The Terms: The additional agreement shall come into force since the signing and shall cover relations since January 01, 2012. Issue 17: 1. To determine that monthly rental fee under the rental contract concluded between IDGC of Urals and Energy Service Company of the Urals, being an interested-party transaction, based on market value, totals RUR 24 354.0, including 18% VAT - RUR 3 715.02. 2. To approve the immovables rental contract concluded between IDGC of Urals and Energy Service Company of the Urals, being an interested-party transaction, under the following conditions: The Parties: The Lessor - IDGC of Urals, ОАО; The Lessee - Energy Service Company of Urals, ОАО. The Subject: The Lessor shall transfer and the Lessee shall accept into temporal use and possession immovables (hereinafter referred to as the Property) and shall be obliged to pay the stipulated fee. According to the contract the following Property, located at 19 (sym.A) Ulitsa Chaikovskogo, Ekaterinburg, shall be transferred into lease: - non-residential premises ##20,21 (ground floor), total area 36.9 sq.m. The Property shall be used by the Lessee as an office space. The Price: The rental fee for use and possession shall be RUR 24 354.0, including 18% VAT - RUR 3 715.02 per month. The rental fee shall include utilities expenses (energy supply, heating, water supply, sewage) and other services related to the exploitation. Local telephony and Internet shall not be covered by the rental fee. The Term: The Contract shall come into force since the signing and shall cover relations between the Parties since January 01, 2012. The duration of the contract shall be 11 months. Issue 22: 1. To determine that monthly rental fee according to additional agreement #1 to rental contract concluded between IDGC of Urals and FSK UES, based on market value, totals RUR 34 494.9, including 18% VAT - RUR 5 261.93. 2. To approve additional agreement #1 to the immovables rental contract #96/2011/SE dd. 12.04.2011 (hereinafter referred to as the contract) concluded between IDGC of Urals and FSK UES, being an interested-party transaction (hereinafter referred to as the additional agreement), under the following conditions: The Parties: The Lessor - IDGC of Urals, ОАО; The Lessee - FSK UES, ОАО. The Subject: 1. To renew the contract for 11 months since 01.12.2011 till 31.10.2012. 2. Item 4.1. of the contract shall be stated as follows: "Since January 01, 2012 the rental fee under the contract shall total RUR 34 494.9, including 18% VAT - RUR 5 261.93. Expenses related to the maintenance of the property shall be paid by the Lessee itself". 3. Item 7.1. of the contract shall include the following paragraph: "The contract shall be acknowledged as renewed under the same conditions without date if the Lessee continues to use the property after the termination of the contract and if there is no objection from the Lessor". The Price: Rental fee under the additional agreement shall total RUR 34 494.9, including 18% VAT - RUR 5 261.93 per month. Expenses related to the maintenance of the property shall be paid by the Lessee itself. The Term: Additional agreement shall come into force since the signing and cover relations between the Parties since December 01, 2011 and shall be in force till October 31, 2012. Issue 23: 1. To determine that the price of the transportation contract concluded between IDGC of Urals and Uralenergotrans, being an interested-party transaction, totals RUR 666 356 568.76, including 18% VAT. 2. To approve the transportation contract included between IDGC of Urals and Uralenergotrans (hereinafter referred to as the contract), being an interested-party transaction, under the following conditions: The Parties: The Client - IDGC of Urals, ОАО; The Contractor - Uralenergotrans, ООО. The Subject: The Contractor, under the conditions stipulated by the contract, shall be obliged to use special-purpose vehicles for rendering its services as well as render services on cargo and passenger transportation (hereinafter - the Services) and the Client shall be obliged to pay for the Services in a procedure stipulated by the contract. Services rendered by using special-purpose vehicles as well as services on cargo and passenger transportation (equal to the Services) shall be all obligations of the Contractor, stipulated by the contract and aimed at the provision of productive operations of the Client. The Price: The price shall total RUR 666 356 568.76, including 18% VAT. The Term: The contract shall come into force since the signing, shall cover relations between the Parties since 01.01.2012 and be in force till 30.04.2012. 2.2. The date of a BoD session: 27.01.2012. 2.3. The date and number of a BoD protocol: 01.02.2012, Protocol #97. |