) acquisition of the shares, bonds and other securities placed by the Company in cases envisaged by the Federal Law “On Joint Stock Companies”




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10) acquisition of the shares, bonds and other securities placed by the Company in cases envisaged by the Federal Law “On Joint Stock Companies”;

11) alienation (sale) of the shares of the Company at the disposal of the Company as a result of their acquisition or redemption from the shareholders of the Company, as well as in other cases envisaged by the Federal Law “On Joint Stock Companies”;

12) election of the Director General of the Company and early termination of his/her powers including the decision making on early termination of the labor contract with him/her;

13) Definition of the quantitative structure of the Board of the Company, election of members of the Company Board, establishment of compensations and remunerations paid to them, early termination of their powers, including early termination of labour contracts with them;

14) recommendations to the general meeting of the shareholders of the Company on the amount of remunerations and compensations paid to the members of the Auditing Committee and determination of the remuneration of the Auditor’s services;

15) recommendations on the amount of the dividend per shares and the procedure for its payment;

16) approval of the internal documents of the Company determining the procedure for the formation and use of the funds of the Company;

17) making the decision on the use of the funds of the Company, approval of the cost estimates for the use of special purpose funds and consideration of the results of the implementation of cost estimates for the use of special purpose funds;

18) approval of the internal documents of the Company except for internal documents, the approval of which is referred to the competence of the general meeting of the shareholders of the Company and other internal documents of the Company, the approval of which is referred to the competence of the executive bodies of the Company;

19) approval of the business plan (revised business plan) including the investment program and the report on results of their performance;

20) approval (correction) of control figures of the cash flows of the Company;

21) Approval and change of terms, and termination of realization of the large and medium-scale investment projects defined thereof according to the Regulations about the investment activity, and also approval of quarterly reports on the course of performance of the specified projects;

22) foundation of branches and opening of the offices of the Company, their liquidation, as well as introduction of alternations in the Charter of the Company connected with the creation of branches and opening of offices of the Company, including changes in the information on the names and locations of the branches and offices of the Company and their liquidation;

23) making the decision on the participation of the Company in other organizations (entering in the acting organization or creation of a new organization, including coordination of constituent documents and (in view of the provisions of sub-item 24 of item 15.1. of Article 15 of this Charter) on purchase, alienation and encumbrance of shares and stakes in the authorized capitals of the organizations, in which the Company participates, change of the stake of participation in the authorized capital of the corresponding organization, and termination of participation of the Company in other organizations;

24) making the decision on one or several associated deals of the Company on the alienation, pledging or other encumbrance of shares and stakes of SDEC which are not engaged in production, transmission, dispatching, distribution and sales of electric and heating power in case if the market value of shares or stakes being the subjects of the deal determined according to the report of the independent appraiser exceeds 30 million rubles and in other cases (amount) determined by the separate decisions of the Board of Directors of the Company;

25) determination of the credit policy of the Company as to provision by the Company of loans, making credit contracts and loan contracts, issuing of guarantees, acquisition of liabilities on bills (issuing of ordinary and transfer bill), transfer of property in pledge and making the decision on the above mentioned deals of the Company in cases when the procedure for the decision-making of them is not determined by the credit policy of the Company as well as decision making in the order envisaged by the credit policy of the Company on bringing the debt situation of the Company in the limits determined by the credit policy of the Company;

26) approval of the large deals in cases envisaged by Chapter X of the Federal Law “On Joint Stock Companies”;

27) approval of deals in cases envisaged by Chapter XI of the Federal Law “On Joint Stock Companies”;

28) approval of the Registrar of the Company, terms of contract with him/her and its termination;

29) election of the Company Board of Directors Chairperson and the early termination of his/her powers;

30) election of the Company Board of Directors Deputy Chairperson and the early termination of his/her powers;

31) election of the Company Board of Directors Corporate Secretary and the early termination of his/her powers;

32) tentative approval of decisions on deals of the Company connected with the gratuitous transfer of property of the Company or property rights (requirement) to itself or the third party, deals connected with the liberation from property liabilities before itself or the third party, deals connected with the gratuitous provision of services by the Company (carrying out of works) to the third party, in cases (amount) determined by the separate decision of the Board of Directors of the Company, decision-making on the given deals by the Company in cases when the above-mentioned cases (Amount) are not determined;

33) decision-making on temporary termination of the powers of the managing organization (managing director);

34) decision-making on the appointment of the acting Director General of the Company and his calling to an account;

35) calling to an account of the Director General of the Company and his/her remuneration in accordance with the labor legislation of the Russian Federation;

36) consideration of the reports of the Director General on the activity of the Company (including the report on carrying out of his/her functions), on the implementation of the decisions of the general meeting of the Company and its Board of Directors;

37) approval of the procedure for the interaction of the Company with the organizations, in which the Company participates;

38) Definition of the position of the Company (representatives of the Company), including the assignment to take or not to take part in voting on the agenda items, to vote under draft decisions "for", "against" or "refrained", on the following items of the agenda of general shareholders (participants) meetings of subsidiaries and dependent economic entities (further on called SDEC) (except for cases when functions of the SDEC general shareholders meetings are carried out by the Board of Directors of the Company), and meetings of the SDEC boards of directors (except for an item on approval of the agenda of the general meetings of shareholders SDEC when functions of the SDEC general shareholders meeting are carried out by the Board of Directors of the Company):

i) on the determination of the agenda of the general meeting of the shareholders (participants of SDEC);

ii) on the reorganization and liquidation of SDEC;

iii) on the determination of the quantitative composition of the Board of Directors of SDEC, nomination and election of its members and the early termination of their powers;

iv) on the determination of the number, nominal value, category (type) of the announced shares of SDEC and the rights provide by the given shares;

v) on the increase of the authorized capital of SDEC through the increase of the nominal value of shares or through the placement of additional shares;

vi) on the placement of securities of SDEC converted into ordinary shares;

vii) on the fractioning and consolidation of the shares of SDEC;

viii) on the approval of large deals, made by the SDEC;

ix) on the participation of SDEC in other organizations (on entering the existing organization or on the foundation of the new one), as well as on the acquisition, alienation, encumbrance of shares and parts in the authorized capitals of the organizations, in which SDEC participates, changes in the part of the participation in the authorized capital of the respective organization;

x) on the deals made by SDEC (including several associated deals) connected with the alienation or the possibility of alienation of property, representing fixed assets, non-material assets, objects of unfinished construction, the purpose of the use of which is the production, transmission, dispatching, distribution of electric and heating power in cases (amount) by the procedure of interrelations of the Company with organizations in which the Company participates, approved by the Board of Directors of the Company;

xi) on the introduction of alternations and amendments in the constituent documents of SDEC;

xii) on the determination of the procedure of remuneration payments to the members of the Board of Directors and Auditing Committee of SDEC;

xiii) on the approval of target meanings of key performance indicators (corrected target meanings of key performance indicators);

xiv) on the approval of the report on the implementation of planned meanings of annual and quarter key performance indicators;

xv) on the approval of business plan (revised business plan);

xvi) on the approval (consideration) of the report on business plan implementation;

xvii) on the approval of the distribution of profits and losses on the results of the financial year;

xviii) on the recommendations on the amount of dividend on shares and the procedure of its payment;

xix) on payment (declaration) of dividends following the results of the first quarter, half of a year, nine months of a financial year as well as following the results of a financial year;

xx) on the approval (revision) of the investment program;

xxi) on the approval (consideration) of the report on the investment program implementation;

xxii) on the approval of the Regulations on ensuring SDEC insurance protection;

xxiii) on the approval of SDEC insurers (approval of the results of SDEC insurers elections);

xxiv) on the approval of insurance broker carrying out the selection of SDEC insurers;

xxv) on the approval of SDEC insurance protection program;

xxv) on the approval of alternations in SDEC insurance protection program;

xxvi) on the consideration of the single executive SDEC body’s report on insurance protection assurance.

39) determination of the position of the Company (representatives of the Company) on the following items of the agenda of the SDEC Board of Directors meetings (including the order to participate or not to participate in the vote on the items of the agenda, to vote on draft decisions “for” or “against”, or “abstain”:

a) on the determination of the SDEC representatives position on the items of the agenda of the general meetings of shareholders (participants) and the meetings of the Board of Directors of the affiliated and dependent entities in respect of SDEC, concerning the approval of deals, including several associated deals, connected with alienation or the possibility of alienation of the property representing fixed assets, immaterial assets, objects of unfinished construction, the purpose of the use of which is the production, transmission, dispatching, distribution of electric and heating power in cases (amount) determined by the procedure of interrelations of the Company with organizations in which the Company participates, approved by the Board of Directors of the Company;

b) on the determination of the SDEC representatives position on the items of the agenda of the general meetings of shareholders (participants) and the meetings of the Board of Directors of the affiliated and dependent entities in respect of SDEC, participating in the production, transmission, dispatching, distribution of electric and heating power, reorganization and liquidation, increase of the authorized capital of the given entities through the increase of the nominal value of shares or through the placement of additional shares, securities converted into ordinary shares;

40) tentative approval of the decisions on the accomplishment by the Company:

a) of deals, the subject of which shall be non-current assets of the Company in the amount exceeding 10 percent of the balance sheet value of the given assets on the date of decision-making on the accomplishment of the given deal;

b) deals (including several associated deals) connected with any way of disposal (or transfer of the rights in any sequence) of the real estate and/or equipment used directly for realization of the main kinds of activity of the Company, the balance sheet value of which is over 5 percent of the balance sheet value of the Company assets, or any kind of encumbrance of the specified property;

c) deals (including several associated deals) connected with alienation or an opportunity of alienation of the property forming the fixed assets, immaterial assets, objects of incomplete construction, the purpose of use of which is production, transmission, dispatching, distribution of electric and thermal energy in the cases (amount) determined by separate decisions of the Company Board of Directors;

d) deals (including several associated deals) connected with alienation or an opportunity of alienation of the property forming the fixed assets, immaterial assets, objects of incomplete construction, the purpose of use of which is production, transmission, dispatching, distribution of electric and thermal energy in the cases (amount) determined by separate decisions of the Company Board of Directors;

41) nomination by the Company of persons for the elections to the position of the single executive body, to other bodies of management, bodies of control, and nominations for the Auditor of the organizations, in which the Company participates, carrying out production, transmission, dispatching, distribution and sales of electric and heating power, as well as the repairs and maintenance types of activities;

42) determination of the directions of ensuring insurance protection of the Company including the approval of the Insurer of the Company;

  1. approval of the structure of the executive body of the Company and its amending;

  2. coordination of nominees for separate positions of the executive body of the Company defined by the Company Board of Directors;

  3. Preliminary approval of the collective agreement, the agreements concluded by the Company within the limits of regulation of social and labor relations;

  4. Establishment of committees under the Company Board of Directors, election of members of the Committees of the Company Board of Directors and early termination of their powers, election and early termination of powers of chairmen of committees of the Company Board of Directors;

47) approval of the nomination of the independent appraiser (appraisers) for the determination of the shares value, property and other assets of the Company in cases envisaged by the Federal Law “On Joint Stock Companies”, this Charter and separate decisions of the Board of Directors of the Company;

48) approval of the nomination for the financial consultant involved in accordance with the Federal Law “On the Market of Securities” as well as the nominees of securities emission organizers and consultants on deals directly connected with the attraction of means in the form of public loans;

49) tentative approval of deals, which could lead to the appearance of liabilities, expressed in foreign currency (or liabilities the volume of which is pegged to foreign currency) in cases and volumes determined by separate decisions of the Board of Directors of the Company and if the said cases (amounts) are not determined by the Board of Directors of the Company;

50) determination of the purchasing policy of the Company, including the approval of the Regulations on the procedure for carrying out the specified purchases of goods, works and services, approval of the head of the Central purchasing unit of the Company and its members, and approval of the annual comprehensive program of purchases and decision making on other items in accordance with the documents approved by the Company regulating the purchasing activity of the Company;

51) decision making on the nomination of the Director General of the Company for state orders award;

52) approval of the target figures (revised figures) of the key performance indicators (KPI) of the Company and the reports on their implementation;

53) determination of the policy of the Company directed at the improving the stability of the power grids distribution complex and other objects of the power energy complex, including the approval of the Company strategic programs on the improvement of the stability of the power grid complex, its development and its safety;

54) determination of the housing policy of the Company including in the part of providing corporate aid to the employees of the Company for improving their living conditions in the form of subsidies, compensation of their costs, interest free loans and decision making on the provision by the Company of the said aid in cases, when the procedure of its provision is not determined by the housing policy of the Company;

55) other issues falling within the competence of the Board of Directors in accordance with the Federal Law “On Joint Stock Companies” and this Charter.

The issues referred to the competence of the Board of Directors of the Company cannot be transferred for decision to the Company’s General Director and the Company’s Board.

Control over the current activity of the Company is performed by the sole executive body – the General Director and collegial executive body – the Management Board of the Company.


In accordance with the clause 22.2. of the Issuer’s Articles of Association, the following items are related to the competence of the Management Board of the Company:

1) Working-out of the Company development strategy and its submission for consideration to the Board of Directors;

2) Preparation of the annual (quarter) business plan, including the investment program and the report on results of their performance, and also approval (revising) of cash (budget) flow of the Company;

3) Preparation of the annual report on financial and economic activity of the Company, about performance by the Board of the decisions of the Company general shareholders meeting and Board of Directors;

4) Consideration of reports of deputies General Director of the Company, heads of the isolated structural divisions of the Company about results of performance of the approved plans, programs, instructions, consideration of reports, documents and other information on activity of the Company and its affiliated and dependent economic entities;

5) Decision-making concerning the items referred to the competence of the supreme bodies of management of the economic entities, 100 (one hundred) percent of the authorized capital of which belongs to the Company (in view of sub-items 38, 39 of item 15.1. of Article 15 of this Charter);

6) Preparation of the reports on financial and economic activity of the economic entities, 100 (one hundred) percent of the authorized capital of which belongs to the Company, and their submission for consideration to the Board of Directors;

7) Decision-making on conclusion of transactions, the subject of which is the property, works and services, the cost of which equals from 5 to 25 percent of the balance sheet value of the Company assets determined on the date of decision-making on the conclusion of the transaction (except for the cases stipulated by sub-item 40 of item 15.1 of this Charter);

8) Decision of other issues of the Company’s current activity management according to the decisions of the general shareholders meeting, the Board of Directors of the Company, and also the issues which were submitted to consideration to the Board by the Company General Director.



In accordance with sub-clauses 23.2-23.3 of the Issuer’s Articles of Association, the following items are related to the competence of the General Director of the Company:
all the issues of the current activity management of the Company, except for the issues referred to the competence of the general meeting of shareholders, the Board of Directors and the Board.

The Director General shall act without a Power of Attorney on behalf of the Company taking into account the limitations envisaged by the legislation of the Russian Federation, the present By-Law and decisions of the Board of Directors of the Company the General Director shall:
- ensure the fulfillment of the activity plans of the Company necessary for the solution of its tasks;
- organize bookkeeping and accounting in the Company;
- make use of the property of the Company and accomplish deals on behalf of the Company, issue Powers of Attorney, open settlement and other accounts of the Company with the banks and other credit institutions (as well as in cases envisaged by the law in the organizations and professional agents of the securities market) settlement and other accounts of the Company;
- issue orders, approve (accept) instructions, local regulation reports and other internal documents of the Company on the issues of his/her competence, give instructions necessary for the execution by all employees of the Company;
- approve Regulations on branches and representative offices of the Company;
-

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) acquisition of the shares, bonds and other securities placed by the Company in cases envisaged by the Federal Law “On Joint Stock Companies”

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