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Joint Stock Company
Interregional Distribution Grid Company
of Center and Volga Region
IDGC of Center and Volga Region, JSC
Minutes # 151 of the Meeting of the
Board of Directors of IDGC of Center
and Volga Region, JSC
(by poll)
N. Novgorod
31.03.2014
Members of the Board of Directors who took part in the voting by poll: Branis A.M., Varlamov
N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov E.V., Ushakov E.V.
Fil'kin R.A., Chermenteeva Yu.P., Chistyakov V.S.
Members who didn't take part in the voting: none
Quorum is secured.
Agenda:
1. On a report consideration of the Director General of IDGC of Center and Volga Region, JSC
on the decisions fulfillment in the 4th quarter of 2013, taken at the meetings of the Company Board
of Directors.
2. On a report consideration of the Company Director General about transactions, related with
alienation of the fixed assets, qualified as the immovable property according to the laws, facilities
of construction-in-process, the goal of use whereof is not production, transmission, dispatching,
distribution of electric and thermal power, as well as shares (stakes) of the subsidiary and
dependent Entities, which are not engaged in production, transmission, dispatching, distribution and
sale of electric and thermal power for 2013.
3. On the information consideration of the Director General on the course of the ownership rights
registration for the items of immovable property, registration/re-registration of the rights to use land
plots with due account for the works performance on the data preparation on the protective zones'
boundaries of the electric grid facilities in 2013.
4. On a report consideration of the Company Director General on disposal of the facilities of the
housing and utility assignment for 2013.
5. On a report consideration of the Company Director General for 2013 on the implementation of
the innovative development program of the Company for years 2011 - 2016.
6. On a report consideration on the Company key risks for 2013.
7. On a contract approval for the design works performance (Design and survey works. Renovation
of communications channels of distribution zone - communications centre Rostelecom) between
IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an interested party
transaction.
8. On the Contract approval for the design works performance (Design and Survey Works.
Construction of MULTI-SERVICE DIGITAL DATA NETWORK (the 5th stage). Construction and
renovation of communications channels to SS "Kalugaenergo") between IDGC of Center and Volga
Region, JSC and "IT Energy Service", LLC, being an interested party transaction.
9. On the Contract approval for the design works performance (DESIGN AND SURVEY
WORKS. Renovation of teleautomatic equipment at SS Zheleznyaki, Dubrava. Program of
INFORMATION ACQUISITION & TRANSMISSION SYSTEM.) between IDGC of Center and
Volga Region, JSC and "IT Energy Service", LLC, being an interested party transaction.
10. On the Contract approval for the design works performance (DESIGN AND SURVEY
WORKS. Renovation of local grids in a Production Department) between IDGC of Center and
Volga Region, JSC and "IT Energy Service", LLC, being an interested party transaction.
11. On the lease contract approval of a transport vehicle between IDGC of Center and Volga
Region, JSC ("Kalugaenergo" branch) and OJSC "Motor Transport Enterprise", being an interested
party transaction.
12. On the Contract approval for the services rendering for the technical maintenance of the means
of the dispatcher operation control system of Tula area of the main power transmission lines of
branch of JSC "UES FGC" Priokskoye Enterprise of the main power transmission lines between
IDGC of Center and Volga Region, JSC ("Tulenergo" branch) and JSC "UES FGC", being an
interested party transaction.
13. On the lease Contract approval of immovable property between IDGC of Center and Volga
Region, JSC and JSC "UES FGC", being an interested party transaction.
14. On the contractor's agreement approval (Renovation of the distribution grids of 0.4-10 kV OL
to connect the privileged customer groups in the population aggregates(settlement Kstinino,
settlement Tryokhrech'ye, city of Kirov) between IDGC of Center and Volga Region, JSC and
OJSC "Motor Transport Enterprise", being an interested party transaction.
15. On the contractor's agreement approval (Renovation of the distribution grids of 0.4-10 kV OL
to connect the privileged customer groups in the population aggregates (settlement Raduzhniy,
settlement Mayskiy) between IDGC of Center and Volga Region, JSC and OJSC "Motor Transport
Enterprise", being an interested party transaction.
16. On the contractor's agreement approval (Renovation of the distribution grids of 0.4-10 kV OL
to connect the privileged customer groups in the population aggregates (village Suvorovy, village
M. Raskopiny, village Nagorena) between IDGC of Center and Volga Region, JSC and OJSC
"Motor Transport Enterprise", being an interested party transaction.
17. On approval of supplementary agreement # 1 to the Contract for the operating and technical
maintenance dd. 01.07.2013 # 1023 between IDGC of Center and Volga Region, JSC and CJSC
"Svet", being an interested party transaction.
18. On approval of the Company Insurers.
19. On the contractor's agreement approval between IDGC of Center and Volga Region, JSC and
JSC “IESC ““Energy-Efficient Technologies””, being an interested party transaction.
20. On approval of a Company internal document: Redrafted Standard of carrying out a public
technological and price audit of the investment projects.
ISSUE # 1: On a report consideration of the Director General of IDGC of Center and Volga
Region, JSC on the decisions fulfillment in the 4th quarter of 2013, taken at the meetings of
the Company Board of Directors.
DECISION
To take into consideration the report of the Company Director General on fulfillment of the
decisions taken at the meetings of the Company Board of Directors in the 4th quarter of 2013,
according to Appendices # 1 - 5 to this decision of the Board of Directors.
Voting results:
2
"FOR" - Varlamov N.N., Branis A.M., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov
D.V., Prokhorov E.V., Ushakov E.V., Fil'kin R.A., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - none
"ABSTAINED" - none
Decision was taken unanimously
ISSUE # 2: On a report consideration of the Company Director General about transactions,
related with alienation of the fixed assets, qualified as the immovable property according to
the laws, facilities of construction-in-process, the goal of use whereof is not production,
transmission, dispatching, distribution of electric and thermal power, as well as shares
(stakes) of the subsidiary and dependent Entities, which are not engaged in production,
transmission, dispatching, distribution and sale of electric and thermal power for 2013.
DECISION
1. To take into consideration the report of the Company Director General about
transactions, related with alienation of the fixed assets, qualified as the immovable property
according to the laws, facilities of construction-in-process, the goal of use whereof is not
production, transmission, dispatching, distribution of electric and thermal power, as well as shares
(stakes) of the subsidiary and dependent Entities, which are not engaged in production,
transmission, dispatching, distribution and sale of electric and thermal power for 2013, according to
Appendix # 6 to this decision of the Board of Directors.
2. To exclude the following facilities from the Register of the non-core assets of IDGC of
Center and Volga Region, JSC: subclauses 1.2.1. 1.2.2. 1.2.3. 1.2.4. 1.2.7. 1.2.14. 1.2.29. 1.2.45.
1.2.57. 1.2.58. 1.2.62. 1.2.66. 1.2.71. 1.2.74. 1.2.79. 1.2.81. 1.2.85. 1.2.93. 1.7.36. 3.2.2 owing to
their sale (writing off).
3. To establish a new term for the facilities sale: subclauses 1.2.5. 1.2.6. 1.2.8-1.2.10.
1.2.11. 1.2.13. 1.2.15. 1.2.16. 1.2.20. 1.2.22. 1.2.23. 1.2.32. 1.2.43. 1.2.44. 1.2.53. 1.2.56.
1.2.59-1.2.61, 1.2.63. 1.2.64. 1.2.67. 1.2.68. 1.2.75. 1.2.76. 1.2.86. 1.2.87-1.2.91. 1.2.94, 1.2.99.
1.2.105. 1.2.108. 1.5.6-1.5.10. 1.7.24-1.7.28. 1.7.32. 1.7.37 - the 4th quarter of 2014.
4. To introduce additions into the register of the Company non-core assets according to
Appendix # 7 to this decision of the Company Board of Directors.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Kulikov D.V., Prokhorov E.V., Ushakov E.V.,
Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Kaloyeva M.V.
"ABSTAINED" - Branis A.M., Dyomin S.A., Fil'kin R.A.
Decision was taken by the majority of the votes
ISSUE # 3: On the information consideration of the Director General on the course of the
ownership
rights
registration
for
the
items
of
immovable
property,
registration/re-registration of the rights to use land plots with due account for the works
performance on the data preparation on the protective zones' boundaries of the electric grid
facilities in 2013.
DECISION
1.
To take into consideration the information of the Director General on the course of
the ownership rights registration for the items of immovable property, registration/re-registration of
the rights to use land plots with due account for the works performance on the data preparation on
3
the protective zones' boundaries of the electric grid facilities in 2013, according to Appendix # 8 to
this decision of the Company Board of Directors.
2.
Company Director General is to provide the unconditional fulfillment of the scopes
of the works as to the ownership rights registration for the items of immovable property,
registration/re-registration of the rights to use land plots with due account for the works
performance on the data preparation on the protective zones' boundaries of the electric grid
facilities, envisaged for year 2014 in the proposals, considered by the Company Board of Directors
(minutes # 145/3 dd. 27.12.2013) and to submit a report on their fulfillment within the framework
of the report consideration on execution of the company business plan for 2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov E.V., Ushakov
E.V. Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Kaloyeva M.V.
"ABSTAINED" - Branis A.M., Fil'kin R.A.
Decision was taken by the majority of the votes
ISSUE # 4: On a report consideration of the Company Director General on disposal of the
facilities of the housing and utility assignment for 2013.
DECISION
1. To take into consideration the report of the Company Director General on disposal of
the facilities of the housing and utility assignment for 2013 according to Appendix # 9 to this
decision of the Company Board of Directors.
2. To entrust the Company Director General with the task to submit a report on disposal of
the facilities of the housing and utility assignment in the first quarter of a year, following a
reporting
year,
as
part
of
a
report
of the Director General of IDGC of Center and Volga Region, JSC on the course of the non-core
assets sale.
Voting results:
"FOR" - Varlamov N.N., Branis A.M., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov
E.V., Ushakov E.V. Fil'kin R.A., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Kaloyeva M.V.
"ABSTAINED" - none
Decision was taken by the majority of the votes
ISSUE # 5: On a report consideration of the Company Director General for 2013 on the
implementation of the innovative development program of the Company for years 2011 2016.
DECISION
To take into consideration the report of the Company Director General for 2013 on the
Program implementation of the innovative development program of the Company for years 2011 2016, according to Appendix # 10 to this decision of the Company Board of Directors.
Voting results:
"FOR" - Varlamov N.N., Branis A.M., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov
E.V., Ushakov E.V., Fil'kin R.A., Chermenteeva Yu.P., Chistyakov V.S.
4
"AGAINST" - none
"ABSTAINED" - Kaloyeva M.V.
Decision was taken by the majority of the votes
ISSUE # 6: On a report consideration on the Company key risks for 2013.
DECISION
1. To take into consideration the report on the Company key risks for 2013, according to
Appendix # 11 to this decision of the Company Board of Directors.
2. To entrust the Company Director General with the task to submit the following information
to consideration of the Audit Committee of the Company Board of Directors for up to 01.05.2014:
- on estimation of the Company risks due loss of the status of a Guaranteeing Supplier;
- on the incurred losses, including, as to the accounts receivable writing off, as a result of the
fixed assets transfer, purchased for the functions fulfillment of a Guaranteeing Supplier, labor
contracts termination with the employees of the marketing subdivision;
- on level of compensation for the Company losses, incurred under fulfilling the functions of
a Guaranteeing Supplier, via the sales premium establishment;
- on the planned and fulfilled actions to minimize the Company risks due to the status loss of
a Guaranteeing Supplier.
Voting results:
"FOR" - Varlamov N.N., Branis A.M., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov
E.V., Ushakov E.V. Fil'kin R.A., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - none
"ABSTAINED" - Kaloyeva M.V.
Decision was taken by the majority of the votes
ISSUE # 7: On a contract approval for the design works performance (Design and survey
works. Renovation of communications channels of distribution zone - communications centre
Rostelecom) between IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC,
being an interested party transaction.
DECISION
1. To determine the cost of the design works performance (Design and survey works.
Renovation of communications channels of distribution zone - communications centre Rostelecom)
between IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an
interested party transaction, in the amount of RUR 982,992 (Nine hundred eighty two thousand
nine hundred ninety two) and 00 kop., besides that VAT (18%) in the amount of RUR 176,938 (one
hundred seventy six thousand nine hundred thirty eight) and 56 kop.
2. To approve the contract for the design works performance (Design and survey works.
Renovation of communications channels of distribution zone - communications centre Rostelecom),
concluded between IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC
(hereinafter - Contract, Appendix # 12 to this decision of the Board of Directors), being an
interested party transaction, under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer";
"IT Energy Service", LLC - "Contractor".
Subject matter of Contract:
5
Under the Contract the Contractor is obliged, by an order of the Customer, to perform the design
works on facility: " Design and survey works. Renovation of communications channels of
distribution zone - communications centre Rostelecom" and to pass the result to the Customer,
and the Customer is obliged to accept the result of the works and pay it according to the
procedure stipulated by the Contract.
Contents and scope of the works, technical and other requirements to the works under the
Contract are determined in the Technical design specification (Appendix # 1 to the Contract).
Price of Contract:
Price of Contract is determined by a summary sheet of the works cost (Appendix # 2 to the
Contract) and amounts to RUR 982,992 (Nine hundred eighty two thousand nine hundred ninety
two) and 00 kop., besides that VAT amounts to RUR 176,938 (One hundred seventy six
thousand nine hundred thirty eight) and 56 kop. Total cost of the works with VAT under the
Contract amounts to RUR 1,159,930 (One million one hundred fifty nine thousand nine hundred
thirty) and 56 kop.
Cost of all the access permits and approvals, which are necessary for the complete execution by
the Contractor of its obligations under the Contract, is included into the Contract price and is
paid by the Contractor directly to a respective agreed organization with the subsequent
expenditure accounting by the Customer in terms of the documents submission by the
Contractor, confirming a necessity of these access permits and approvals.
Change of the Works cost is made, as may be agreed by the Parties, provided that the Customer
introduces the changes into the Technical design specification, thereby a supplementary agreement
is concluded to the Contract.
Terms of the works performance:
Fulfillment of the works is made according to the Calendar plan (Appendix # 4 to the Contract)
with the arrangements and terms of the works performance specified therein. Term of the works
beginning under the Contract - is 01.04.2014. Term of the works completion under the Contract - is
30.09.2014.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete fulfillment by the
Parties of the assumed obligations (including guarantee ones). The effect of the Contract shall
extend over the relations of the parties which started from 01.04.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - none
Regarding issue 7 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
ISSUE # 8: On the Contract approval for the design works performance (Design and Survey
Works. Construction of MULTI-SERVICE DIGITAL DATA NETWORK (the 5th stage).
Construction and renovation of communications channels to SS "Kalugaenergo") between
IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an interested
party transaction.
DECISION
1. To determine the cost of fulfillment of the design works (Design and Survey Works.
Construction of MULTI-SERVICE DIGITAL DATA NETWORK (the 5th stage). Construction and
renovation of communications channels to SS "Kalugaenergo") under the Contract, concluded
between IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an
interested party transaction, in the amount of RUR 296,610 (Two hundred ninety six thousand six
6
hundred ten) and 18 kop., besides that VAT (18%) in the amount of RUR 53,389 (Fifty three
thousand three hundred eighty nine) and 83 kop.
2. To approve the contract for fulfillment of the design works (Design and Survey Works.
Construction of MULTI-SERVICE DIGITAL DATA NETWORK (the 5th stage). Construction and
renovation of communications channels to SS "Kalugaenergo"), concluded between IDGC of
Center and Volga Region, JSC and "IT Energy Service", LLC (hereinafter - Contract, Appendix #
13 to this decision of the Board of Directors), being an interested party transaction, under the
following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer"; "IT
Energy Service", LLC - "Contractor".
Subject matter of Contract:
Under the Contract the Contractor is obliged, by an order of the Customer, to perform the
design works on facility: " Design and Survey Works. Construction of MULTI-SERVICE
DIGITAL DATA NETWORK (the 5th stage). Construction and renovation of communications
channels to SS "Kalugaenergo"" and to pass the result to the Customer, and the Customer is obliged
to accept the result of the works and pay it according to the procedure stipulated by the Contract.
Contents and scope of the works, technical and other requirements to the works under the
Contract are determined in the Technical design specification (Appendix # 1 to the Contract).
Price of Contract:
Price of the Contract is determined by a summary sheet of the works cost (Appendix # 2 to the
Contract) and amounts to RUR 296,610 (Two hundred ninety six thousand six hundred ten) and 18
kop., besides that VAT amounts to RUR 53,389 (Fifty three thousand three hundred eighty nine)
and 83 kop. Total cost of the works with VAT under the Contract amounts to RUR 350,000 (Three
hundred fifty thousand) and 01 kop.
Cost of all the access permits and approvals, which are necessary for the complete execution by
the Contractor of its obligations under the Contract, is included into the Contract price and is paid
by the Contractor directly to a respective agreed organization with the subsequent expenditure
accounting by the Customer in terms of the documents submission by the Contractor, confirming a
necessity of these access permits and approvals.
Change of the Works cost is made, as may be agreed by the Parties, provided that the Customer
introduces the changes into the Technical design specification, thereby a supplementary agreement
is concluded to the Contract.
Terms of the works performance:
Fulfillment of the works is made according to the Calendar plan (Appendix # 4 to the Contract)
with the arrangements and terms of the works performance specified therein. Term of the works
beginning under the Contract - is 17.03.2014. Term of the works completion under the Contract - is
29.08.2014.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete
fulfillment by the Parties of the assumed obligations (including guarantee ones). The effect of the
Contract shall extend over the relations of the parties which started from 17.03.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - none
Regarding issue 8 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
7
ISSUE # 9: On the Contract approval for the design works performance (DESIGN AND
SURVEY WORKS. Renovation of teleautomatic equipment at SS Zheleznyaki, Dubrava.
Program of INFORMATION ACQUISITION & TRANSMISSION SYSTEM.) between
IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an interested
party transaction.
DECISION
1. To determine the cost of fulfillment of the design works (DESIGN AND SURVEY
WORKS. Renovation of teleautomatic equipment at SS Zheleznyaki, Dubrava. Program of
INFORMATION ACQUISITION & TRANSMISSION SYSTEM) under the Contract, concluded
between IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an
interested party transaction, in the amount of RUR 237,288 (Two hundred thirty seven thousand
two hundred eighty eight) and 25 kop., besides that VAT (18%) in the amount of RUR 42,711
(Forty two thousand seven hundred eleven) and 89 kop.
2. To approve the contract for fulfillment of the design works (DESIGN AND SURVEY
WORKS. Renovation of teleautomatic equipment at SS Zheleznyaki, Dubrava. Program of
INFORMATION ACQUISITION & TRANSMISSION SYSTEM.), concluded between IDGC of
Center and Volga Region, JSC and "IT Energy Service", LLC (hereinafter - Contract, Appendix #
14 to this decision of the Board of Directors), being an interested party transaction, under the
following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer";
"IT Energy Service", LLC - "Contractor".
Subject matter of Contract:
Under the Contract the Contractor is obliged, by an order of the Customer, to perform the design
works on facility: "DESIGN AND SURVEY WORKS. Renovation of teleautomatic equipment
at SS Zheleznyaki, Dubrava, Program of INFORMATION ACQUISITION &
TRANSMISSION SYSTEM", and to pass the result to the Customer, and the Customer is
obliged to accept the result of the works and pay it according to the procedure stipulated by the
Contract.
Contents and scope of the works, technical and other requirements to the works under the
Contract are determined in the Technical design specification (Appendix # 1 to the Contract).
Price of Contract:
Price of Contract is determined by a summary sheet of the works cost (Appendix # 2 to the
Contract) and amounts to RUR 237,288 (Two hundred thirty seven thousand two hundred eighty
eight) and 25 kop., besides that VAT amounts to RUR 42,711 (Forty two thousand seven
hundred eleven) and 89 kop. Total cost of the works with VAT under the Contract amounts to
RUR 280,000 (Two hundred eighty thousand) and 14 kop.
Cost of all the access permits and approvals, which are necessary for the complete execution by
the Contractor of its obligations under the Contract, is included into the Contract price and is
paid by the Contractor directly to a respective agreed organization with the subsequent
expenditure accounting by the Customer in terms of the documents submission by the
Contractor, confirming a necessity of these access permits and approvals.
Change of the Works cost is made, as may be agreed by the Parties, provided that the Customer
introduces the changes into the Technical design specification, thereby a supplementary
agreement is concluded to the Contract.
Terms of the works performance:
Stages and terms of the works performance by the Contractor, specified in clause 2.1 of the
Contract, are established by the Calendar plan (Appendix # 4 to the Contract). The term of the
works beginning under the Contract - is 17.03.2014. Term of the works completion under the
Contract - is 29.08.2014.
Validity period of Contract:
8
Contract comes into force as from its signing day and is effective till the complete fulfillment by the
Parties of the assumed obligations (including guarantee ones). The effect of the Contract shall
extend over the relations of the parties which started from 17.03.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - none
Regarding issue 9 the vote of one member of the Company Board of Directors is not accounted:
Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of FL "On Joint Stock
Companies".
Decision was taken by the majority of the votes
ISSUE # 10: On the Contract approval for the design works performance (DESIGN AND
SURVEY WORKS. Renovation of local grids in a Production Department) between IDGC of
Center and Volga Region, JSC and "IT Energy Service", LLC, being an interested party
transaction.
DECISION
1. To determine the cost of fulfillment of the design works (DESIGN AND SURVEY
WORKS. Renovation of local grids in a Production Department) under the Contract, concluded
between IDGC of Center and Volga Region, JSC and "IT Energy Service", LLC, being an
interested party transaction, in the amount of RUR 420,674 (Four hundred twenty thousand six
hundred seventy four) and 80 kop., besides that VAT (18%) in the amount of RUR 75,721 (Seventy
five thousand seven hundred twenty one) and 46 kop.
2. To approve the contract for fulfillment of the design works (DESIGN AND SURVEY
WORKS. Renovation of local grids in a Production Department), concluded between IDGC of
Center and Volga Region, JSC and "IT Energy Service", LLC (hereinafter -Contract, Appendix #
15 to this decision of the Board of Directors), being an interested party transaction, under the
following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer";
"IT Energy Service", LLC - "Contractor".
Subject matter of Contract:
Under the Contract the Contractor is obliged, by an order of the Customer, to perform the
design works on facility: "DESIGN AND SURVEY WORKS. Renovation of local grids in a
Production Department" and to pass the result to the Customer, and the Customer is obliged to
accept the result of the works and pay it according to the procedure stipulated by the Contract.
Contents and scope of the works, technical and other requirements to the works under the
Contract are determined in the Technical design specification (Appendix # 1 to the Contract).
Price of Contract:
Price of Contract is determined by a summary sheet of the works cost (Appendix # 2 to the
Contract) and amounts to RUR 420,674 (Four hundred twenty thousand six hundred seventy four)
and 80 kop., besides that VAT amounts to RUR 75,721 (Seventy five thousand seven hundred
twenty one) and 46 kop. Total cost of the works with VAT under the Contract amounts to RUR
496,396 (Four hundred ninety six thousand three hundred ninety six) and 26 kop.
Cost of all the access permits and approvals, which are necessary for the complete execution by
the Contractor of its obligations under the Contract, is included into the Contract price and is paid
by the Contractor directly to a respective agreed organization with the subsequent expenditure
accounting by the Customer in terms of the documents submission by the Contractor, confirming a
necessity of these access permits and approvals.
9
Change of the Works cost is made, as may be agreed by the Parties, provided that the Customer
introduces the changes into the Technical design specification, thereby a supplementary agreement
is concluded to the Contract.
Terms of the works performance:
Fulfillment of the works is made according to the Calendar plan (Appendix # 4 to the Contract)
with the arrangements and terms of the works performance specified therein. Term of the works
beginning under the Contract - 17.03.2014. Term of the works completion under the Contract 29.08.2014.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete fulfillment by the
Parties of the assumed obligations (including guarantee ones). The effect of the Contract shall
extend over the relations of the parties which started from 17.03.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - none
Regarding issue 10 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
ISSUE # 11: On the lease contract approval of a transport vehicle between IDGC of Center
and Volga Region, JSC ("Kalugaenergo" branch) and OJSC "Motor Transport Enterprise",
being an interested party transaction.
DECISION
1. To determine the lease contract price of a transport vehicle between IDGC of Center and
Volga Region, JSC ("Kalugaenergo" branch) and OJSC "Motor Transport Enterprise" in the
amount of RUR 2,543,306 (Two million five hundred forty three thousand three hundred six) and
00 kop., including VAT - 18% - RUR 387,961 (Three hundred eighty seven thousand nine hundred
sixty one) and 93 kop.
2. To approve the lease contract of a transport vehicle between IDGC of Center and Volga
Region, JSC ("Kalugaenergo" branch) and OJSC "Motor Transport Enterprise" (hereinafter Contract), being an interested party transaction, under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Lessee"
OJSC "Motor Transport Enterprise" - "Lessor"
Subject matter of Contract:
Lessor grants the Lessee the use of car Volkswagen Touareg for a fee, in temporary
possession and use, without driving services rendering and without technical operation according to
Appendix #1 to the Contract hereinafter referred to as the - transport vehicle), and the Lessee
accepts in to be operated. The transport vehicle is the Lessor's ownership, and is on its balance.
Technical state of a transport vehicle is confirmed by a technical inspection report of the
bodies of State Road Traffic Safety Inspection.
As at the contract signing, the transport vehicle is estimated by agreement of the parties. The
cost of the transferred transport vehicle amounts to RUR 1,943,627 (One million nine hundred forty
three thousand six hundred twenty seven) and 00 kop.
Transport facility driving is made by the Lessee's employees.
Terms of the lease services rendering:
- Volkswagen Touareg: March of 2014 - March of 2017.
10
Price of Contract:
Rental payment for the transport facility use amounts to RUR 68,738 (Sixty eight thousand
seven hundred thirty eight) and 00 kop., including VAT 18% - RUR 10,485 and 46 kop. per month.
Cost of the services under the Contract for the validity period of the Contract amounts to RUR
2,543,306 (Two million five hundred forty three thousand three hundred six) and 00 kop., including
VAT 18% - RUR 387,961 (Three hundred eighty seven thousand nine hundred sixty one) and 93
kop.
Validity period of Contract:
Contract comes into force as from its signing day. The validity period of the Contract extends
over the mutual relations of the parties which started from 01.03.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov E.V.,
Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Kaloyeva M.V.
"ABSTAINED" - Branis A.M., Fil'kin R.A.
Regarding issue 11 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
ISSUE # 12: On the Contract approval for the services rendering for the technical
maintenance of the means of the dispatcher operation control system of Tula area of the main
power transmission lines of branch of JSC "UES FGC" Priokskoye Enterprise of the main
power transmission lines between IDGC of Center and Volga Region, JSC ("Tulenergo"
branch) and JSC "UES FGC", being an interested party transaction.
DECISION
1. To determine the ceiling cost of the services for the technical maintenance of the means
of the dispatcher operation control system of Tula area of the main power transmission lines of
branch of JSC "UES FGC" Priokskoye Enterprise of the main power transmission lines under the
Contract, concluded between IDGC of Center and Volga Region, JSC and JSC "UES FGC", being
an interested party transaction, in the amount of RUR 1,055,571 (One million fifty five thousand
five hundred seventy one) and 36 kopeks per year, including VAT (18%) in the amount of RUR
161,019 (One hundred sixty one thousand nineteen) and 36 kopeks.
2. To approve the contract for the services rendering for the technical maintenance of the
means of the dispatcher operation control system of Tula area of the main power transmission lines
of branch of JSC "UES FGC" Priokskoye Enterprise of the main power transmission lines,
concluded between IDGC of Center and Volga Region, JSC and JSC "UES FGC" (hereinafter Contract, Appendix # 16 to this decision of the Board of Directors), being an interested party
transaction, under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Executor";
JSC "UES FGC" - "Customer".
Subject matter of Contract:
Executor assumes the obligations for the technical maintenance of the means of the dispatcher
operation control system (MDOCS), installed at 220 kV SS "Leninskaya", 220 kV SS
"Yasnopolyanskaya", 220 kV SS "Shipovo", 220 kV SS "Khimicheskaya", 220 kV SS
"Begichevo", 220 kV SS "Lyutorichi", 220 kV SS "Severnaya", 220 kV SS "Zvezda" and
Cherepetsk SDPP, owned by the Customer, according to the current norms and rules as per the
11
list of equipment (Appendix #1 to the Contract), and the Customer is obliged to accept and pay
the fulfilled scope of the works.
Contents and other essential conditions of the services rendering, such as (including but not
limited to): scope of the services, terms of the services rendering, cost of the services, are
established by the specification of the services (hereinafter - Specification), agreed by the
Parties in Appendix #1 to the Contract.
Quality and procedure of the services rendering, specified in clause 1.1 of the Contract, is
determined by an Agreement on the quality guarantee of the service (Appendix # 2 to the
Contract).
Price of Contract:
Ceiling price under the Contract on the whole amounts to RUR 1,055,571 (One million fifty five
thousand five hundred seventy one) and 36 kopeks per year, including VAT 18% - RUR
161,019 (One hundred sixty one thousand nineteen) and 36 kopeks.
Reporting period under the Contract - is a calendar month.
Cost of the services for the reporting period (month) is determined by a calculation of the services'
cost, agreed by the Parties in the Specification (Appendix #1 to the Contract).
Upon completion of each reporting period of the services rendering by the Executor, 2 (two)
copies of the service acceptance Certificate are made (hereinafter - Certificate); it contains the
data about the scope and cost of a service, and a Report according to a form, established by the
Agreement on the quality guarantee of the services (Appendix # 2 to the Contract).
If the services for the reporting period are rendered not to the full extent or don't conform to the
quality guaranteed by the Executor, the cost of the services is decreased by an amount, calculated
according to the Agreement on the quality guarantee of the services (Appendix # 2 to the
Contract).
Upon the reporting period completion the Executor makes a calculation of the achieved quality
level, amount of decrease of the services cost and submits a report, to be agreed with the
Customer. The amount of decrease of the services cost, agreed by the parties in the Report, is
sixed in the Certificate.
If upon completion of a term for the services rendering under the Contract, the total cost of the
rendered services is less than the ceiling price, the Customer shall not bear responsibility and
will not compensate for the expenditures of the Executor for planning, development of own
information and personnel resources, contracts concluded with the joint contractors and other
expenditures, made with view to derivation of the Contract ceiling price.
In case of the services rendering (or one or several types of the services) within an incomplete
month, the payment amount will be calculated in proportion to the quantity of the days, during
which the services of each type were rendered actually, including a day of beginning and a day
of completion of the services rendering. Thereby, the daily charge is determined by dividing of
the monthly cost of such service rendering, by the quantity of the calendar days per month.
Term of the services rendering:
Total term of the services rendering under the Contract: from 01.01.2014 to 31.12.2014.
Validity period of Contract:
Contract comes into force as from its signing date by the Parties.
Effect of the Contract extends over the relations which started between the Parties from
01.01.2014.
If in advance of 30 days before the term expiration, specified in clause1.4. of the Contract,
none of the Parties declares about its termination, the validity period of the Contract shall be
extended for the next calendar year without a supplementary agreement signing by the Parties,
provided that an opportunity to extend the Contract is agreed with the Central Procurement Body
of the Customer.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - none
"ABSTAINED" - Branis A.M., Fil'kin R.A.
12
Regarding issue 12 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
ISSUE # 13: On the lease Contract approval of immovable property between IDGC of Center
and Volga Region, JSC and JSC "UES FGC", being an interested party transaction.
DECISION
1. To determine the total amount of the lease payment under the lease Contract of
immovable property between IDGC of Center and Volga Region, JSC and JSC "UES FGC" in the
amount of RUR 7,174 (Seven thousand one hundred seventy four) and 20 kopeks, including VAT
(18%) - RUR 1,094 (One thousand ninety four) and 37 kopeks per month.
2. To approve the lease contract of immovable property between IDGC of Center and
Volga Region, JSC and JSC "UES FGC" (hereinafter - Contract), being an interested party
transaction, under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Lessor"
JSC "UES FGC" - "Lessee"
Subject matter of Contract:
The Lessor transfers, and the Lessee accepts the immovable property in temporary possession
and use under the Contract clauses (hereinafter referred to as the - Property) and is obliged to pay
the rental payment established by the Contract.
Under the Contract a part of the building of the material store (with the total area of 426.2
sq.m.) is rented out at the following address: Kirov region, city of Kirov, Bazoviy lane, 1, letter A,
composed of an industrial premise, with the total area of 60 sq.m., located on the 1st floor.
Property is transferred to place the Lessee's equipment.
Price of Contract:
Total amount of the lease payment per month for possession and use of the property under this
Contract amounts to RUR 7,174 (Seven thousand one hundred seventy four) and 20 kopeks,
including VAT (18%) - RUR 1,094 (One thousand ninety four) and 37 kopeks.
Rate of the lease payment for use and possession of 1 sq.m. of the Property per month - is RUR
119 (One hundred nineteen) and 57 kopeks, including VAT (18%).
Building of the material store, where the leased property is situated, is not provided with other
administrative and household and municipal services, except for power supply. Share of the
expenditures, falling on the power supply of the Property, is paid by the Lessee additionally to the
cost of the lease payment.
Validity period of Contract:
Contract comes into force after its signing and is effective during 11 months. The Contract
clauses shall be applicable to the legal relations of the parties which started from 01.04.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - none
Regarding issue 13 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
13
ISSUE # 14: On the contractor's agreement approval (Renovation of the distribution grids of
0.4-10 kV OL to connect the privileged customer groups in the population
aggregates(settlement Kstinino, settlement Tryokhrech'ye, city of Kirov) between IDGC of
Center and Volga Region, JSC and OJSC "Motor Transport Enterprise", being an interested
party transaction.
DECISION
1. To determine the price of the Contractor's agreement (Renovation of the distribution
grids of 0.4-10 kV OL to connect the privileged customer groups in the population aggregates
(settlement Kstinino, settlement Tryokhrech'ye, city of Kirov) between IDGC of Center and Volga
Region, JSC and OJSC "Motor Transport Enterprise" in the amount of RUR 1,719,129 (One
million seven hundred nineteen thousand one hundred twenty nine) and 65 kop., besides that VAT
amounts to RUR 309,443 (Three hundred nine thousand four hundred Forty three) and 34 kop.
2. To approve the contractor's agreement (Renovation of the distribution grids of 0.4-10 kV
OL to connect the privileged customer groups in the population aggregates(settlement Kstinino,
settlement Tryokhrech'ye, city of Kirov) between IDGC of Center and Volga Region, JSC and
OJSC "Motor Transport Enterprise" (hereinafter - Contract), being an interested party transaction,
under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer"
OJSC "Motor Transport Enterprise" - "Contractor"
Subject matter of Contract:
Under the Contract The Contractor is obliged, by a technical order of the Customer
(Appendix # 7 to the Contract) and according to the approved project documentation, to perform
the Design and survey and construction and installation works for "Renovation of 0.4-10 kV
distribution grids of OL to connect the privileged customer groups in the population aggregates
(settlement Kstinino, settlement Tryokhrech'ye, city of Kirov)" and to pass the result to the
Customer, and the Customer is obliged to accept the result of the works and pay it according to the
procedure stipulated by the Contract.
Terms of the works performance:
Term of the works beginning under the Contract is 01.03.2014 - according to the Calendar plan
of the facility construction.
Term of the works completion - is not later than on 30.04.2014.
Price of Contract:
Price of Contract amounts to RUR 1,719,129 (One million seven hundred nineteen thousand one
hundred twenty nine) and 65 kop., besides that VAT amounts to RUR 309,443 (Three hundred nine
thousand four hundred forty three) and 34 kop.
Total cost of the works with VAT under the contract, amounts to RUR 2,028,572 (Two million
twenty eight thousand five hundred seventy two) and 99 kop.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete fulfillment by
the Parties of the assumed obligations (including guarantee ones). The effect of the Contract shall
extend over the relations of the parties which started from 01.03.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov E.V.,
Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - none
"ABSTAINED" - Branis A.M., Kaloyeva M.V., Fil'kin R.A.
14
Regarding issue 14 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
ISSUE # 15: On the contractor's agreement approval (Renovation of the distribution grids of
0.4-10 kV OL to connect the privileged customer groups in the population aggregates
(settlement Raduzhniy, settlement Mayskiy) between IDGC of Center and Volga Region, JSC
and OJSC "Motor Transport Enterprise", being an interested party transaction.
DECISION
1. To determine the price of the Contractor's agreement (Renovation of the distribution
grids of 0.4-10 kV OL to connect the privileged customer groups in the population aggregates
(settlement Raduzhniy, settlement Mayskiy) between IDGC of Center and Volga Region, JSC and
OJSC "MOTOR TRANSPORT ENTERPRISE" in the amount of RUR 2,280,551 (Two million two
hundred eighty thousand five hundred fifty one) and 78 kop., besides that VAT amounts to RUR
410,499 (Four hundred ten thousand four hundred ninety nine) and 32 kop.
2. To approve the contractor's agreement (Renovation of the distribution grids of 0.4-10 kV
OL to connect the privileged customer groups in the population aggregates(settlement Raduzhniy,
settlement Mayskiy) between IDGC of Center and Volga Region, JSC and OJSC "Motor Transport
Enterprise" (hereinafter - Contract), being an interested party transaction, under the following
essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer"
OJSC "Motor Transport Enterprise" - "Contractor"
Subject matter of Contract:
Under the Contract the Contractor is obliged, by a technical order of the Customer (Appendix #
7 to the Contract) and according to the approved project documentation to perform the works for
"Renovation of the distribution grids of 0.4-10 kV OL to connect the privileged customer groups in
the population aggregates(settlement Raduzhniy, settlement Mayskiy)" and to pass the result to the
Customer, and the Customer is obliged to accept the result of the works and pay it according to the
procedure stipulated by the Contract.
Terms of the works performance:
Term of the works beginning under the Contract is 20.02.2014 - according to the Calendar plan
of the facility construction.
Term of the works completion - is not later than on 31.03.2014.
Price of Contract:
Price of Contract amounts to RUR 2,280,551 (Two million two hundred eighty thousand
five hundred fifty one) and 78 kop., besides that VAT amounts to RUR 410,499 (Four hundred ten
thousand four hundred ninety nine) and 32 kop.
Total cost of the works with VAT under the Contract amounts to RUR 2,691,051 (Two million
six hundred ninety one thousand fifty one) and10 kop.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete
fulfillment by the Parties of the assumed obligations (including guarantee ones). The effect of the
Contract shall extend over the relations of the parties which started from 20.02.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov E.V.,
Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - none
"ABSTAINED" - Branis A.M., Kaloyeva M.V., Fil'kin R.A.
15
Regarding issue 15 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies".
Decision was taken by the majority of the votes
ISSUE #16: On the contractor's agreement approval (Renovation of the distribution grids of
0.4-10 kV OL to connect the privileged customer groups in the population aggregates (village
Suvorovy, village M. Raskopiny, village Nagorena) between IDGC of Center and Volga
Region, JSC and OJSC "Motor Transport Enterprise", being an interested party transaction.
DECISION
1. To determine the price of the Contractor's agreement (Renovation of the distribution
grids of 0.4-10 kV OL to connect the privileged customer groups in the population aggregates
(village Suvorovy, village M. Raskopiny, village Nagorena) between IDGC of Center and Volga
Region, JSC and OJSC "Motor Transport Enterprise" in the amount of RUR 4,346,999 (Four
million three hundred forty six thousand nine hundred ninety nine) and 69 kop., besides that VAT
amounts to RUR 782,459 (Seven hundred eighty two thousand four hundred fifty nine) and 94 kop.
2. To approve the contractor's agreement (Renovation of the distribution grids of 0.4-10 kV
OL to connect the privileged customer groups in the population aggregates(village Suvorovy,
village M. Raskopiny, village Nagorena) between IDGC of Center and Volga Region, JSC and
OJSC "Motor Transport Enterprise" (hereinafter - Contract), being an interested party transaction,
under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer"
OJSC "Motor Transport Enterprise" - "Contractor"
Subject matter of Contract:
Under the Contract the Contractor is obliged, by a technical order of the Customer (Appendix #
7 to the Contract) and according to the approved project documentation, to perform the works for
"Renovation of the distribution grids of 0.4-10 kV OL to connect the privileged customer groups in
the population aggregates(village Suvorovy, village M. Raskopiny, village Nagorena)" and to pass
the result to the Customer, and the Customer is obliged to accept the result of the works and pay it
according to the procedure stipulated by the Contract.
Terms of the works performance:
Term of the works beginning under the Contract is 20.02.2014 - according to the Calendar plan
of the facility construction.
Term of the works completion - is not later than on 31.03.2014.
Price of Contract:
Price of Contract amounts to RUR 4,346,999 (Four million three hundred forty six thousand
nine hundred ninety nine) and 69 kop., besides that VAT amounts to RUR 782,459 (Seven hundred
eighty two thousand four hundred fifty nine) and 94 kop.
Total cost of the works with VAT under the Contract amounts to RUR 5,129,459 (Five million
one hundred twenty nine thousand four hundred fifty nine) and 63 kop.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete
fulfillment by the Parties of the assumed obligations (including guarantee ones). The effect of the
Contract shall extend over the relations of the parties which started from 20.02.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
16
"AGAINST" - none
"ABSTAINED" - Branis A.M., Fil'kin R.A.
Regarding issue 16 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies"
Decision was taken by the majority of the votes
ISSUE #17: On approval of supplementary agreement # 1 to the Contract for the operating
and technical maintenance dd. 01.07.2013 # 1023 between IDGC of Center and Volga Region,
JSC and CJSC "Svet", being an interested party transaction.
DECISION
1. To determine the cost of the works under the Contract for the operating and technical
maintenance dd. 01.07.2013 # 1023 with due regard for supplementary agreement # 1, concluded
between IDGC of Center and Volga Region, JSC and CJSC "Svet", being an interested party
transaction, in the amount of RUR 233,300 (Two hundred thirty three thousand three hundred) and
16 kopeks per year, including VAT (18%) in the amount of RUR 35,588 (Thirty five thousand five
hundred eighty eight) and 16 kopeks.
2. To approve supplementary agreement # 1 to the Contract for the operating and technical
maintenance dd. 01.07.2013 # 1023, concluded between IDGC of Center and Volga Region, JSC
and CJSC "Svet" (hereinafter -Supplementary agreement, Appendix # 17 to this decision of the
Board of Directors), being an interested party transaction, under the following essential terms:
Parties of Supplementary agreement:
IDGC of Center and Volga Region, JSC "Executor"; CJSC "Svet" - "Customer".
Subject matter and price of Supplementary agreement:
Parties have arranged to introduce the following amendments into the Contract for the operating
and technical maintenance dd. 01.07.2013 #1023, concluded between IDGC of Center and Volga
Region, JSC and CJSC "Svet" (hereinafter - Contract):
1. Clause 2.2.2 of the Contract shall be revised to read:
"Payment to the "Executor" for the operating and technical maintenance of electrical
installations is to be made according to the attached calculation (Appendix # 2) to this Contract in
the sum of RUR 233,300 (Two hundred thirty three thousand three hundred) and 16 kopeks,
including VAT 18% 35 588 (Thirty five thousand five hundred eighty eight) and 16 kopeks per
year".
2. Clause 5.1 of the Contract shall be revised to read:
"Payment by the "Customer" to the "Executor" is made on the monthly basis, starting from
coming of the Contract into force, in the amount of 1/12 of the annual sum, established by clause
2.2.2 of this Contract, namely RUR 19,441 (Nineteen thousand four hundred forty one) and 68
kopeks, including VAT 18% - RUR 2,965 (Two thousand nine hundred sixty five) and 68 kopeks
per month".
Appendix # 2 to the Contract reads as Appendix # 1 to the Supplementary agreement.
Validity period of the Supplementary agreement:
Supplementary agreement comes into force after its signing and extends over relations of the
Parties which started since 01.01.2014.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kaloyeva M.V., Kulikov D.V., Prokhorov
E.V., Chermenteeva Yu.P., Chistyakov V.S. "AGAINST" - none
"ABSTAINED" - Branis A.M., Fil'kin R.A.
17
Regarding issue 17 the vote of one member of the Company Board of Directors is not accounted:
Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of FL "On Joint Stock
Companies".
Decision was taken by the majority of the votes
ISSUE # 18: On approval of the Company Insurers.
DECISION
To approve the following candidacies to be the Company Insurers:
Type of insurance
Insurance company
Voluntary medical insurance
OJSC SOGAZ
Insurance against accidents and diseases
VSK Insurance House
Insurance period
01.04.2014
-31.12.2016
01.04.2014
-31.12.2016
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov E.V., Ushakov
E.V., Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - Kaloyeva M.V.
Decision was taken by the majority of the votes
ISSUE #19: On the contractor's agreement approval between IDGC of Center and Volga
Region, JSC and JSC “IESC ““Energy-Efficient Technologies””, being an interested party
transaction.
DECISION
1. To determine the price of the Contractor's agreement between IDGC of Center and Volga
Region, JSC and JSC “IESC ““Energy-Efficient Technologies”” in the amount of RUR 22,817,471
(Twenty two million eight hundred seventeen thousand Four hundred seventy One) and 21 kop.,
besides that VAT amounts to RUR 4,107,144 (Four million on hundred seven thousand one
hundred forty four) and 82 kop.
2. To approve the contractor's agreement between IDGC of Center and Volga Region, JSC
and JSC “IESC ““Energy-Efficient Technologies”” (hereinafter - Contract), being an interested
party transaction, under the following essential terms:
Parties of Contract:
IDGC of Center and Volga Region, JSC - "Customer"
JSC “IESC ““Energy-Efficient Technologies”” - "Contractor"
Subject matter of Contract:
Under the Contract, the Contractor is obliged, by an order of the Customer, and according to the
approved project documentation, to perform the works on the facility: "Reconstruction of
Distribution Substation #35 10 kV with 10 kV cable line" for the branch needs in 2014, Ryazan
region, and to pass the result to the Customer, and the Customer is obliged to accept the result of
the works and pay it according to the procedure stipulated by the Contract.
Terms of the works performance:
Term of the works beginning under the Contract is 05.05.2014 - according to the Calendar plan
of the facility construction.
Term of the works completion - is not later than on 30.09.2014.
Term of the works completion by the Contractor at the facility is a date of approval by the
Customer of a certificate of acceptance of a completed facility by the acceptance committee on
18
form # KS-14 after carrying out commissioning trials and receipt of a certificate-admission of the
Federal Service for Supervision of Environment, Technology, and Nuclear Management.
Price of Contract:
Price of Contract amounts to RUR 22,817,471 (Twenty two million eight hundred seventeen
thousand four hundred seventy one) and 21 kop., besides that VAT amounts to RUR 4,107,144
(Four million one hundred seven thousand one hundred forty four) and 82 kop.
Total cost of the works with VAT under the Contract amounts to RUR 26,924,616 (Twenty six
million nine hundred twenty four thousand six hundred sixteen) and 03 kop.
Validity period of Contract:
Contract comes into force as from its signing day and is effective till the complete fulfillment
by the Parties of the assumed obligations (including guarantee ones).
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Kulikov D.V., Prokhorov E.V.,
Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - Branis A.M., Fil'kin R.A.
"ABSTAINED" - Kaloyeva M.V.
Regarding issue 19 the vote of one member of the Company Board of Directors is not
accounted: Ushakov E.V., since he is recognized to be a dependent director according to art. 83 of
FL "On Joint Stock Companies"
Decision was taken by the majority of the votes
ISSUE # 20: On approval of a Company internal document: Redrafted Standard of carrying
out a public technological and price audit of the investment projects.
DECISION
To approve the Company internal document: Redrafted Standard of carrying out a public
technological and price audit of the investment projects according to Appendix # 18 to this decision
of the Company Board of Directors.
Voting results:
"FOR" - Varlamov N.N., Gurevich D.M., Dyomin S.A., Prokhorov E.V., Ushakov E.V.,
Chermenteeva Yu.P., Chistyakov V.S.
"AGAINST" - none
"ABSTAINED" - Branis A.M., Kaloyeva M.V., Kulikov D.V., Fil'kin R.A.
Decision was taken by the majority of the votes
Chairperson of the Board of Directors
[signed]
N.N. Varlamov
Corporate secretary
[signed]
Yu.S. Guseva
Date of drafting the Minutes: 01.04.2014
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